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HomeMy WebLinkAboutC-5117 - PSA for John Wayne Gulchs Ln AMENDMENT NO. TWO TO CJ PROFESSIONAL SERVICES AGREEMENT WITH GLENN LUKOS ASSOCIATES, INC. FOR JOHN WAYNE GULCH THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. Two") is made and entered into as of this 30th day of December, 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GLENN LUKOS ASSOCIATES, INC., a California corporation ("Consultant'), whose address is 29 Orchard, Lake Forest, CA 92630, and is made with reference to the following: RECITALS A. On May 1, 2012, City and Consultant entered into a Professional Services Agreement ("Agreement') to provide mitigation implementation support services for the John Wayne Gulch ("Project'). B. On December 11, 2013, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not included in the Agreement, to extend the term of the Agreement to December 31, 2019, to increase the total compensation, and to update insurance requirements. C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to December 31, 2020, update the insurance requirements, and amend the hold harmless, ownership of documents, conflicts of interest, claims, and equal opportunity employment sections. 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 December 31, 2020, unless terminated earlier as set forth herein." 2. INSURANCE REQUIREMENTS 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. 3. HOLD HARMLESS Section 9 of the Agreement is amended in its entirety and replaced with the following: "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 and employees (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." 4. OWNERSHIP OF DOCUMENTS Section 17 of the Agreement is amended in its entirety and replaced with the following: 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. Glenn Lukos Associates, Inc. Page 2 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." 5. CONFLICTS OF INTEREST Section 24 of the Agreement is amended in its entirety and replaced with the following: "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 seq., 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 seq., 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." 6. CLAIMS Section 26 of the Agreement is amended in its entirety and replaced with the following: "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 etseq.)." Glenn Lukos Associates, Inc. Page 3 7. STANDARD PROVISIONS Section 28.9 of the Agreement is amended in its entirety and replaced with the following: "28.9 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, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law." 8. 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] Glenn Lukos Associates, Inc. Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: �- q CITY OF NEWPORT BEACH, a California municipal corporation Date: - I a- a-Xo � r By: By: V—,, -!Aaron C. Harp quo Gra"'"' . Leung City Attorney p\`� a/ Ci anager ATTEST- Date: r �� 0 Date: By:�'VYUI. Leilani I. Brown City Clerk CONSULTANT: GLENN LUKOS ASSOCIATES, INC., a California corporation Date: By: Signed in Counterpart Theinan L. Pheiffer Chief Executive Officer Date: By: Signed in Counterpart Alexis L. Kessans Secretary [END OF SIGNATURES] Attachments: Exhibit C — Insurance Requirements Glenn Lukos Associates, Inc. Page 5 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: t I2c'I� 20 Z0 Date: By: 0-� ,off By: -Fcf!Aaron C. ung City Attorney p o� �aaa/ City Mana9 Grace K. ger ATTEST: �r CONSULTANT: Date: GLENN LUKOS ASSOCIATES, INC., California corpor ion Date: By: By: Leilani I. Brown TbWhan L. PXiffer City Clerk Chief Executive Officer Date: Z 21 Zb By:� -;. i(Q Alexis L. Kessans Secretary [END OF SIGNATURES] Attachments: Exhibit C — Insurance Requirements a Glenn Lukos Associates, Inc. Page 5 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 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). 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. Glenn Lukos Associates, Inc. Page C-1 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 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 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. 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. 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 such coverage is cancelled or reduced, Consultant 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. Glenn Lukos Associates, Inc. Page C-2 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 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 Glenn Lukos Associates, Inc. Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Glenn Lukos Associates, 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: 5/6/2020 Department: Public Works Dept./Contact Received From: Raymund Reyes Sent to: Marissa By. Raymund Company/Person required to have certificate: Type of contract: Glen Lukos Professional Services Agreement GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3/31/2020-3/31/2021 A. INSURANCE COMPANY: Starr Plus Lines Insurance Compa B. AM BEST RATING (A-: VII or greater): A XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT— please attach F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? G. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? H. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) NAIC#13604 ❑✓ Yes ❑ No $2M occur/ $4M agg Q Yes ❑ No 0 Yes ❑ No Q Yes ❑ No ❑✓ N/A ❑ Yes ❑ No 11. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3/31/2020-3/31/2021 A. INSURANCE COMPANY: Travelers Casualty Insurance Company of America NAIC#19046 B. AM BEST RATING (A-: VII or greater) A++ XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? 0 Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1M E. PRIMARY & NON-CONTRIBUTORY WORDING ENDORSEMENT - please attach Q Yes ❑ No F. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A 7Yes ❑ No G. ADDITIONAL INSURED ENDORSEMENT — please attach QYes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? 21Yes ❑ No I. SIGNED AUTOMOBILE INSURANCE EXEMPTION FORM: ❑✓ N/A ❑Yes ❑ No 111. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 3/31/2020-3/31/2021 A. INSURANCE COMPANY: American Family Home Insurance Company NAIC#23450 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) $1M F. WAIVER OF SUBROGATION (To include): Is it included? 0 Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: Z N/A ❑ Yes ❑ No ADDITIONAL COVERAGES THAT MAYBE REQUIRED ❑✓ PROFESSIONAL LIABILITY 3/31/2020-3/31/2021 EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: Starr Surplus Insurance Co, NAIC#13604, Admitted, A:XV, $21VI/occur ❑ POLLUTION LIABILITY EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: ❑ BUILDER'S RISK EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: EFFECTIVE/EXPIRATION DATE: A. INSURANCE COMPANY: Approved: Marissa S" Risk Management 5/6/2020 Date c)5€0: clo(9, THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 11th day of December, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GLENN LUKOS ASSOCIATES, INC., a California corporation ("Consultant"), whose address is 29 Orchard, Lake Forest, California 92630, and is made with reference to the following: A. On May 1, 2012, City and Consultant entered into a Professional Services Agreement ("Agreement") to provide mitigation implementation support services for the John Wayne Gulch ("Project'). B. City desires to enter into this Amendment No. One to reflect additional services not included in the Agreement, to extend the term of the Agreement to December 31, 2019, to Increase the total compensation and to update insurance requirements. C. City and Consultant mutually desire to amend the Agreement, as provided below. 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 May 1, 2012, and shall terminate on December 31, 2019, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services dated November 15, 2013, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work'). Exhibit A of the Agreement and Exhibit A of 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 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 of the Agreement and Exhibit B of Amendment No. One shall collectively be known as "Exhibit B." AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH GLENN LUKOS ASSOCIATES, INC. FOR JOHN WAYNE GULCH THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 11th day of December, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GLENN LUKOS ASSOCIATES, INC., a California corporation ("Consultant"), whose address is 29 Orchard, Lake Forest, California 92630, and is made with reference to the following: A. On May 1, 2012, City and Consultant entered into a Professional Services Agreement ("Agreement") to provide mitigation implementation support services for the John Wayne Gulch ("Project'). B. City desires to enter into this Amendment No. One to reflect additional services not included in the Agreement, to extend the term of the Agreement to December 31, 2019, to Increase the total compensation and to update insurance requirements. C. City and Consultant mutually desire to amend the Agreement, as provided below. 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 May 1, 2012, and shall terminate on December 31, 2019, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services dated November 15, 2013, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work'). Exhibit A of the Agreement and Exhibit A of 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 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 of the Agreement and Exhibit B of 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 Three Hundred Six Thousand Two Hundred Eighty Dollars and 401100 ($306,284.40), 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. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Two Hundred Thirty Two Thousand Seven Hundred Ninety Dollars and 00/100 ($232,790.00). 4. INSURANCE Section 14 of the Agreement is amended in its entirety and replaced with the following: "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." 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] Glenn Lukos Associates, 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 ATT NEY'S OFFICE Date: By: VUt Aaron C. Harp City Attorney ATTEST: Date: r By: —4A` bk"" Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: B: y Ae��. Keith D. Curry Mayor CONSULTANT: Glenn Lukos Associates, Inc., a Californ'a c rporation Date: / Z B /J By: Glenn Lukos Chief Executive Officer Date: By: Treasurer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Glenn Lukos Associates, Inc. Page 3 Glenn Lukos Associates, Inc. Page A-1 GLENN LUKOS ASSOCIATES Regulatory Services October 29, 2012 [Revised November 15, 20131 Mr. Michael Smacori Assistant City Engineer City= of Newport Beach Public Works P.Q. Box 1768 Newport Beach, California 92658-8915 SUBJECT: Revised Request for Additional Authorization to Provide Habitat Mitigation Support Services Pertaining to 1.5 -Acre Habitat Restoration Site Located at John Wayne Gulch Including 0.62 -Acre Restoration and Maintenance at the Southeast Polygon Associated with Sunset Ridge Park, Newport Beach, California Dear Mr. Sinaeori: Glenn Lukes Associates, Inc. (GLA) is requesting additional authorization to assist the City of Newport Beach (City/Client) in mitigation planning, implementation, and monitoring associated with the Sunset Ridge Park Project (Project) located in the City of Newport Beach, Orange County, Califimlia, The mitigation is required pursuant to Special Condition 17 of the Notice of Intent to Issue Permit (reference number 5-11-302) from the California Coastal Commission (CCC) associated with the development of the Project. Pursuant to the referenced Notice of Intent, the City is required to prepare and implement a plan to restore 1.5 acres of coastal sage scrub habitat in the City of Newport Beach, Orange County, California. This revised request for authorization includes tasks pertaining to selection of a suitable site (already completed), preparation of a restoration plan (already completed), installation, performance of a five-year maintenance and monitoring program, and submittal of annual reports to the CCC for five years after planting. Per the City's request, GLA has already walked the site with LCG Landscape (Landscape Contractor/Subcontractor) and elicited cost estimates to conduct the necessary work. This revised proposal contains the implementation and five-year maintenance cost calculated for the 1.5 -acre proposed mitigation site provided by LCG Landscape. In addition, included herein is an estimated budget of $50,000 to be allocated for future irrigation/plant installation and five-year maintenance of the 0.62 -acre Southeast Polygon as 29 Orchard 9 Lake Forest 0 California 92630-8300 Telephone: (949) 837-0404 Facsimile: (949) 837-5834 Michael Sinacori City of Newport Beach October 29, 2012 [Revised November 15, 2013] Page 2 outlined in the Restoration Plan Pursuant to Consent Cease and Desist Order CCC -II -CD -03 and Consent Restoration Order CCC-11-RO-02 f©r Nev4 port Banning Ranch and Sunset Ridge Park Properties, dated July 11, 2011 (Restoration Plan). Installation in the Southeast Polygon is expected to occur within 18 months from the date of this revised proposal, and exact pricing will be determined based on sub -contractor bids. GLA's proposed scope of work is set forth in detail below along with the proposed fees. COST The proposed fee for performance of Tasks I through VII as presented in the attached scope of work, is $232,790 including Subcontractor costs and other direct costs, but not including meetings or other tasks not specifically addressed in the scope of work. Supplementary services beyond the limits of this scope of work, if needed, are available from GLA. on a time -and -materials basis. If major changes in the scope of work are required, the Client will be notified at the earliest possible time. The following assumptions are incorporated into the proposed fee: 1. An unobstructed water source will be provided by the Client for irrigation at each point of connection (POC) within 1,000 linear feet of mitigation irrigation systems with a minimum of 50 pounds -per -square inch (PSI) at each POC. 2. Points of connection for irrigation water, water pressure, and electricity suitable for use in the irrigation system will be available at the 1.5 -acre site and the Southeast Polygon, 3. Water meter, water fees, and electricity costs are to be paid by the Client. 4. The Client will assume all remediation costs related to trash drunping, vandalism and Acts of God. 5 � No surveying, grading, and fencing of mitigation site boundaries will be conducted. 6. This revised proposal is based upon billing rates as of the date of this proposal. if the work described herein is not authorized within 60 days ofthe date of this proposal, the cost estimate may have to be revised to reflect new Subcontractor estimates and revised billing rates. 7. This revised proposal includes Subcontractor costs associated with plant installation and five-year maintenance at both John Wayne Gulch and Southeast Polygon sites and five-year monitoring only at the John Wayne Gulch site. Container plant costs are to be paid by the Subcontractor. Michael Sinacori City of Newport Beach October 29, 2012 [Revised November 1 S, 2013} Page 3 SCREiDULE Work will begin within two weeks following receipt of a fully executed contract. Should you have any questions regarding this revised proposal, please feel free to contact me at (949) 837-0404. Sincerely, GLENN LUKOS ASSOCIATES, INC. Dominique Brunel for Glenn C. Lukos President s:0560-19c.pro.doc .Enclosure SCOPE OF WORK MITIGATION IMPLEMENTATION SUPPORT SERVICES FOR SUNSET RIDGE PARK NEWPORT BEACH, CALIFORNIA TASK I. GENERAL PROJECT COORDINATION GLA will coordinate all mitigation -related activities with the City from the inception of the Project throughout the five-year mitigation period to ensure that permit conditions are satisfied and any potential problems are made known to the City and resolved at the earliest possible opportunity. GLA will coordinate with the City and the Califon -da Coastal Commission (CCC) to ensure that the Project is implemented consistent with conditions of approval set forth by the CCC. TASK Il. CONDUCT INITIAL SITE ASSESSMENT [Completed] GLA conducted an initial assessment of potential restoration areas within John Wayne Gulch and prepared a graphic indicating available acreage for potential restoration. After the identification of a suitable restoration area, GLA conducted an onsite meeting with Matt Ymko of the California Coastal Commission (CCC) to ensure consistency between the City's proposed restoration areas and areas to be restored by the Coastal Commission's volunteer crews. GLA conducted an additional site visit at potential coastal sage scrub restoration areas within John Wayne Gulch with LCG Landscape, (Landscape Contractor) to obtain a cost estimate for the implementation of restoration work in the proposed Sunset Ridge Park Restoration Site. GLA demarcated the 1.5 -acre restoration area in the field using flagging, and documented using a global positioning system (GPS). TASK III. PREPARE RESTORATION PLAN [Completed] GLA will prepare a conceptual habitat mitigation and monitoring plan (HMMP) consistent with the conditions of approval provided by the CCC. After review and approval by the City, GLA will submit the plan to the CCC for approval and comment. Upon receipt of comments from the CCC, GLA will make the appropriate changes and prepare a final HMMP, which will serve as the guiding document for the nnplementation of the restoration and monitoring activities, and will outline the final success criteria for the mitigation site. TASK IV. PREPARE FOR MITIGATION INSTALLATION GLA will prepare a Planting Plan that will depict the locations of all habitat restoration, creation and/or enhancement sites. The Planting Plan will be at a minimum 40 -scale. The Planting Plan Details will include plant palettes indicating sizes, quantities, and species of the container stock and the rate and species of the seed material to be utilized at the project site - GLA will coordinate with a native plant nursery and Landscape Contractor regarding plant material from local sources and enter into a contract with the nursery, and order plants in advance of anticipated plant installation. GLA will conduct a single nursery inspection of all container stock to ensure plant health and confma availability of sufficient quantities. GLA will coordinate delivery ofplant materials with the native plant nursery and Landscape Contractor. TASK V. INSTALL MITIGATION GLA will review the planting and irrigation plans during one site visit with the Landscape Contractor to assure understanding of the mitigation plan and conditions of approval. GLA will coordinate with the Landscape Contractor and Client regarding staging, site preparation, and installation. GLA shall review grubbing and clearing operations within the mitigation site and oversee the removal of exotic pest plants. GLA will coordinate scheduling of herbicide applications for the weed eradication program.. with Landscape Contractor and Client. At the completion of site preparation, GLA shall coordinate with Landscape Contractor to verify that all planting areas have been properly prepared. GLA shall inspect the irrigation system installation and check for adequate coverage prior to plant installation. GLA will indicate approval to Landscape Contractor in writing before planting or seeding operations may commence. GLA will identify plant locations in the field with 21 -inch pin flags. The flags will be color coded as to species, as necessary. GLA will provide Landscape Contractor a list of plant species with their appropriate color code prior to plant installation. Alternatively, GLA will assist in the actual placement of container plants in the designated installation locations. GLA will supervise the installation of the container stock and will be present on-site during planting to ensure suitable planting methods are utilized. GLA will review the entire planting area to verify completion of landscape work, and advise the City and Landscape Contractor of any deficiencies requiring remediation. At the satisfactory completion of plant installation, GLA will notify Landscape Contractor in writing of the acceptance of the Work and the commencement of the five-year maintenance period. After initial planting, GLA will record species, quantities, and locations of all plantings. At this time, GLA will also record any significant problems encountered during planting, or any deviation from the Planting Plan. 'TASK VI. CONDUCT POST -INSTALLATION MONITORING After initial planting, GLA will conduct qualitative site monitoring of the mitigation site on a monthly basis for the first 18 months, and quarterly thereafter, to document any problems with plants, seed germination, irrigation, erosion, vandalism, weed invasion, etc. that might adversely affect the success of the mitigation. Notes on wildlife use will be included (i.e., direct observations of nests, animals, and/or other related evidence observed during site visits). During the first 18 months, GLA will meet monthly with the Landscape Contractor to advise on maintenance procedures, and quarterly thereafter. GLA will prepare memos to the Client to report any problems and document observations of the site visit for the first annual monitoring report. GLA will perform the first-year annual monitoring effort following the first growing season after plant installation. At this time GLA will conduct a census of all container stock in order to determine the amount of mortality and whether replanting may be necessary to sustain the intended vegetative composition consistent with the Restoration Plan. CrLA will provide the Landscape Contractor with a list of replacement plant species to be installed between November and March. The replacement plants will be of the same species, spacing, and size as specified for plants being replaced. GLA will also perform the first through fifth annual monitoring surveys using the one -meter quadrat method. As outlined in the Restoration Plan, one-metcr quadrats will be placed randomly throughout the restoration and reference sites. Placement of quadrats will be determined using random numbers tables to provide two coordinates: one that indicates the distance along a Iongitudinal centerline bisecting each polygon, and one that determines the distance from the line. Plots will be placed on alternating sides of the centerline and perpendicular to the centerline. Vegetative cover will be visually estimated within the quadrat for each species present and recorded on a data sheet. Any species present during the sampling that does not fail within a quadrat will be recorded and included on the list of species for the restoration site. At least 30 replicates per acre will be initially sampled. Sample variance from data collection in years one through three will be used to determine if 3o samples per acre is adequate. Adjustment will be made to the number of samples, as necessary. GLA will prepare annual monitoring reports summarizing performance of the restoration project based on the quantitative data from quadrats and qualitative observations over each year and recommend steps to be taken to ensure that performance criteria will be achieved for each year. After review and approval by the Client, each year's annual monitoring report will be transmitted to the California Coastal Commission by December 31'r of the monitoring year. TASTE VII. INSTALLATION AND FIVE-YEAR MAINTENANCE AT Tf F SOUTHEAST POLYGON This task included an estimated budget of $50,000 allocated for future installation of irrigation, container plants and hydroseed, as well as five-year maintenance of the 0.62 -acre Southeast Polygon, Installation in the Southeast Polygon is expected to occur within 18 months from the date of this proposal, and exact pricing will be determined based on sub -contractor bids to be requested prior to implementation, Bids will be elicited from at least three local subcontractors who specialize in restoration of native plant communities in the region. Glenn Lukos Associates, Inc. Page B-1 GLA's direct expenses shall be those costs incurred directly for the CLIENT's project, including, but not limited to, necessary transportation costs including mileage by automobile at the current rate allowed by IRS, meals and lodging, laboratory tests and analyses, retention and management of technical consultants, printing, and binding charges. Reimbursement for these expenses sball be on the basis of actual charges when furnished by GLA. An administrative charge of 15% shall be applied to all direct expense and Subcontractor charges (this administrative fee has already been included in the cost estimate provided in this proposal). The table below has been developed to aid us in estimating the total cost of the proposed work and is provided for your information only. Unless otherwise arranged with the Client, the cost. of each task is not meant to be precise and we may find it necessary to shift costs between tasks as the work proceeds. TASK �® TOTAL COSTS Pra'ect Coordination $$,460 Conduct Initial Site Assessment $3,160 Prepare Restoration Plan $6 310- 0Pre Prepare are for Mitigation Installation $2,270 Install Mitigation $3,660 Conduct Five -Year Monitoring $50,630 Im lementMiti atiou(SubeantraeWr Mobilization $1,150 Site Preparation $1.0,550 Irrigation Installation $13,250 Plant Installation [Including Plant Cost] $30,120 Five-year Maintenance $53,2330 Future Task (Southeast PoI on) Installation and Five -Year Maintenance $50,000 TOTAL $232,790 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 Vil (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 officers, agents, employees and volunteers. 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, one million dollars ($1,000,000) 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) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 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 Glenn Lukos Associates, Inc. Page C-1 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 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 elected or appointed officers, agents, officials, employees and volunteers 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 and its officers, officials, employees, and agents 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. 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 Glenn Lukos Associates, Inc. Page C-2 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. 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. E. 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. 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 Contract, 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. N. 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. Glenn Lukos Associates, Inc. Page C-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/15/13 Dept./Contact Received From: Terresa Date Completed: 5115/13 Sent to: Terresa By: Chris/Renee Company/Person required to have certificate: Glenn Lukos Associates Type of contract: All I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3/31/13-3/31/14 A. INSURANCE COMPANY: Starr Indemnity and Liability Company B. AM BEST RATING (A-: VII or greater): A: X C. ADMITTED Company (Must be California Admitted). Is Company admitted in California? M Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? $1,000,000 / $2,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it Included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes © No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3/31/13-3/31/14 A. INSURANCE COMPANY: Travelers Casualty Insurance Co of America B. AM BEST RATING (A-: VII or greater) A+: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS - if Employees (Must be $1 M 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. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes M No H. NOTICE OF CANCELLATION: ❑ NIA Z Yes ❑ No In. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 3131113-3/31/14 A. INSURANCE COMPANY: Zurich American Insurance Company B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): Z Yes EJ No D. WORKERS' COMPENSATION LIMIT: Statutory 23 Yes No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? [E Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: M NIA ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A M Yes El No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 5/16/13 Date XIZMFN■ � N N/A ❑ Yes ❑ No ED Yes [I No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ❑ N/A 0 Yes ❑ No Reason for Risk Management approval/exception/waiver: Travelers licensing information not available on AM Best needs Risk Management approval. 1131/13 Sheri Approved: Risk Management Date * Subject to the terms of the contract. PROFESSIONAL SERVICES AGREEMENT WITH GLENN LUKOS ASSOCIATES, INC. FOR JOHN WAYNE GULCH j THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is made ' and entered into as of this Ibl day of MAJ , 2012 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ("City"), and, GLENN LUKOS ASSOCIATES, INC. a California corporation ("Consultant'), whose address is 29 Orchard, Lake Forest, California 92630 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 is planning to restore 0.48 acre of coastal sage scrub habitat within John Wayne Gulch, per the conditions of the Coastal Commission Order CCC-I1-RO- 02. C. City desires to engage Consultant to provide mitigation implementation support services for the John Wayne Gulch ('Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project shall be Glenn Lukos. F. 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: Ii 1210141 The term of this Agreement shall commence on the above written date, and shall terminate on March 31, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Work" or "Services"). The City may elect to delete certain tasks of 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 the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) 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. 3.3 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, 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 Seventy - Three Thousand, Four Hundred Ninety Dollars and no/100 ($73,490.00) 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) days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: 4.3.1 The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. GLENN LUKOS ASSOCIATES, INC. Page 2 4.3.2 Approved reproduction charges. 4.3.3 Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 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. F�91:16111X0di!i/r1►G\;el=1N 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 Glenn Lukos 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Michael J. Sinacori, P.E., or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: 7.1.1 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. 7.1.2 Provide blueprinting and other Services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. GLENN LUKOS ASSOCIATES, INC. Page 3 7.1.3 Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in 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, or 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 and employees (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, attorney's 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 the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, 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, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's 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 GLENN LUKOS ASSOCIATES, INC. Page 4 policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 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. 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 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. ii�K�P]a�:L��N7►1 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 and/or his/her duly authorized designee 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 14.1 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. 14.2 Proof 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. 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. GLENN LUKOS ASSOCIATES, INC. Page 5 14.2.1 Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Consultant's bid. 14.3 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. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non-payment of premium) prior to such change. 14.4.1.2 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the 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 for each accident. 14.7 Professional Liability (Errors & Omissions) Coverage. 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) limit per claim and in the aggregate. GLENN LUKOS ASSOCIATES, INC. Page 6 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions 14.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers 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 and insurance clauses from each of its subcontractors. 14.8.1.2 Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.1.3 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. 14.8.1.4 Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.9 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. 14.10 Additional 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. 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 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 cotenancy, 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. GLENN LUKOS ASSOCIATES, INC. Page 7 16. SUBCONTRACTING City and Consultant agree that subcontractors may be used to complete the Work outlined in the Scope of Services. The subcontractors authorized by City to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and 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. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the 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 (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. Consultant shall, at Consultant's expense, provide such Documents 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. 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 authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Work 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 his/her 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 paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 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 The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. 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 GLENN LUKOS ASSOCIATES, INC. Page 9 City for any and all claims for damages resulting from Consultant's violation of this Section. 25.1 All notices, demands, requests or approvals 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Michael J. Sinacori, P.E. Public Works Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3342 Fax: 949-644-3318 25.2 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Glenn Lukos GLENN LUKOS ASSOCIATES, INC. 29 Orchard Lake Forest, CA 92630 Phone: 949-837-0404 Fax: 949-837-5834 26. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort 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 GLENN LUKOS ASSOCIATES, INC. Page 10 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 discretion and without cause, of terminating this Agreement at any time by giving 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. 28. STANDARD PROVISIONS 28.1 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. 28.2 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. 28.3 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. 28.4 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. 28.5 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. 28.6 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. 28.7 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. GLENN LUKOS ASSOCIATES, INC. Page 11 28.8 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. 28.9 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 of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 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 and the same instrument. [SIGNATURES NEXT PAGE] GLENN LUKOS ASSOCIATES, 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 ALTO E,Y'S OFFICE Date: C By: ( / Y " Aaron C. Harp City Attorney ATTEST: Date: By: 46MA"X. �0� — Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Califorp)qr m�� ipal corporation Date: 'Y1 Badum s Director CONSULTANT: GLENN LUKOS ASSOCIATES, INC. , a California Corporation j Date: �/ By: e Glenn Lukos, Chief Executive Officer Date: ')LA \ i b i l l By: . Judith Lu os Treasurer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates GLENN LUKOS ASSOCIATES, INC. Page 13 EXHIBIT A SCOPE OF WORK MITIGATION IMPLEMENTATION SUPPORT SERVICES FOR JOHN WAYNE GULCH NEWPORT BEACH, CALIFORNIA Phase 1 GLA conducted an initial assessment of Buck Gully and John Wayne Gulch as potential restoration areas. This work included coordination with the City and Matt Yurko of the Coast Commission. GLA conducted an additional site visit at potential coastal sage scrub restoration areas within John Wayne Gulch with the City and Landscape Contractors specializing in native habitat restoration. The 0.48 -acre restoration area was demarcated in the field using staking and flags, and documented using a global positioning system (GPS). GLA developed a plant palette taking into consideration the existing plants in the adjacent habitat and the reference site. GLA prepared an addendum to the existing HMMP to address the change in mitigation methodology. Phase 2 TASK I. GENERAL PROJECT COORDINATION GLA will coordinate all mitigation -related activities with the City throughout the five-year mitigation period to ensure that permit conditions are satisfied and any potential problems are made known to the City and resolved at the earliest possible opportunity. GLA will coordinate with the City and the CCC regarding any variance from the restoration plan during the implementation process to ensure that such variances are authorized and the Project remains in conformance with the requirements of the Restoration Order. TASK II. PREPARE FOR MITIGATION INSTALLATION GLA will prepare a Planting Plan that will depict the locations of all habitat restoration, creation and/or enhancement sites. The Planting Plan will be at a minimum 40 -scale. The Planting Plan Details will include plant palettes indicating sizes, quantities, and species of the container stock and the rate and species of the seed material to be utilized at the project site. GLA will coordinate with a native plant nursery regarding plant material from local sources and enter into a contract with the nursery, and order plants in advance of anticipated plant installation. GLA will conduct a single nursery inspection of all container stock to ensure plant health and confirm availability of sufficient quantities. GLA will coordinate delivery of plant materials with the native plant nursery and Landscape Contractor. TASK 11I. INSTALL MITIGATION GLA will review the planting and irrigation plans during one site visit with the Contractor to assure understanding of the mitigation plan and conditions of the Restoration Order. GLA will coordinate with the Contractor and Client regarding staging, site preparation, and installation. GLA shall review grubbing and clearing operations within the mitigation site and oversee the removal of exotic pest plants. GLA will coordinate scheduling of herbicide applications for the weed eradication program with Contractor and Client. At the completion of site preparation, GLA shall coordinate with Contractor to verify that all planting areas have been properly prepared. GLA shall inspect the irrigation system installation and check for adequate coverage prior to plant installation. GLA will indicate approval to Contractor in writing before planting or seeding operations may commence. GLA will identify plant locations in the field with 21 -inch pin flags. The flags will be color coded as to species, as necessary. GLA will provide Contractor a list of plant species with their appropriate color code prior to plant installation. Alternatively, GLA will assist in the actual placement of container plants in the designated installation locations. GLA will direct the collection of cactus pads to ensure no existing habitat or species are disturbed as a result of the collection activity. GLA will supervise the installation of the container stock and cactus pads. GLA will be present on-site during planting to ensure suitable planting methods are utilized. GLA will review the entire planting area to verify completion of landscape work, and advise the City and Contractor of any deficiencies requiring remediation. At the satisfactory completion of plant installation, GLA will notify Contractor in writing of the acceptance of the Work and the cornmencement of the five-year maintenance period. After initial planting, GLA will record species, quantities, and locations of all plantings. At this time, GLA will also record any significant problems encountered during planting, or any deviation from the Planting Plan. TASK IV. CONDUCT POST -INSTALLATION MONITORING After initial planting, GLA will conduct qualitative site monitoring of the mitigation site on a monthly basis for the first 18 months, and quarterly thereafter, to document any problems with plants, seed germination, irrigation, erosion, vandalism, weed invasion, etc. that might adversely affect the success of the mitigation. Notes on wildlife use will be included (i.e., direct observations of nests, animals, and/or other related evidence observed during site visits). During the first 18 months, GLA will meet monthly with the Contractor to advise on maintenance procedures, and quarterly thereafter. GLA will prepare memos to the Client to report any problems and document observations of the site visit for the first annual monitoring report. GLA will perform the first-year annual monitoring effort following the first growing season after plant installation. At this time GLA will conduct a census of all container stock in order to determine the amount of mortality and whether replanting may be necessary to sustain the intended vegetative composition consistent with the Restoration Plan. GLA will provide the Contractor with a list of replacement plant species to be installed between November and March. The replacement plants will be of the sante species, spacing, and size as specified for plants being replaced. GLA will also perform the first through fifth annual monitoring surveys using tire one -meter quadrat method. As outlined in the Restoration Plan, one -meter quadrats will be placed randomly throughout the restoration and reference sites. Placement of quadrats will be determined using random numbers tables to provide two coordinates: one that indicates the distance along a longitudinal centerline bisecting each polygon, and one that determines the distance from the line. Plots will be placed on alternating sides of the centerline and perpendicular to the centerline. Vegetative cover will be visually estimated within the quadrat for each species present and recorded on a data sheet. Any species present during the sampling that does not fall within a quadrat will be recorded and included on the list of species for the restoration site. At least 30 replicates per acre will be initially sampled. Sample variance from data collection in years one through three will be used to determine if 30 samples per acre is adequate. Adjustment will be made to the number of samples, as necessary. GLA will prepare annual monitoring reports summarizing performance of the restoration project based on the quantitative data from quadrats and qualitative observations over each year and recommend steps to be taken to ensure that performance criteria will be achieved for each year. After review and approval by the Client, each year's annual monitoring report will be transmitted to the California Coastal Commission by December 31" of the monitoring year. 3 EXHIBIT B DIRECT EXPENSES GLA's direct expenses shall be those costs incurred directly for the CLIENT'S project, including, but not limited to, necessary transportation costs including mileage by automobile at the current rate allowed by IRS, meals and lodging, laboratory tests and analyses, retention and management of technical consultants, printing, and binding charges. Reimbursement for these expenses shall be on the basis of actual charges when furnished by GLA. An administrative charge of 10% shall be applied to all direct expense and subcontractor charges (this administrative fee has already been included in the cost estimate provided in this proposal). The tables below have been developed to aid us in estimating the total cost of the proposed work and is provided for your information only. Unless otherwise arranged with the client, the cost of each task is not meant to be precise and we may find it necessary to shift costs between tasks as the work proceeds. TASK TOTAL COSTS PHASE 1 Evaluate Offsite Locations and Prepare Wv MP Addendum 57,79 PHASE 2 General Project Coordination $3,210 Prepare for Mitigation Installation $1,650 Install Mitigation $1,400 Conduct Five -Year Monitoring S30,800 Implement Mitigation (Subcontractor) Mobilization $330 Site Preparation $1,320 Irrigation Installation $3,750 Plant Installation 'Including Plant Cost] $7,970 Five-year Maintenance $15,270 TOTAL $73,490 [This table has been revised from our original proposal so as to combine the two tables for Phases 1 and 2 into the same table with a single total for both Phases] EMPLOYEE INITIALS EMPLOYEE NAME EMPLOYEE FEE RATE GCL Glenn Lukos 220 TLB Tony Bomkamp 175 MAR Martin Rasnick 115 DFM Dave Moskovitz 115 TLP Thienan Pfeiffer 115 SLD Sally Davis 105 JLA Jeff Ahrens 105 SHA Sheri Asgari 100 REB Erin Trung 95 KMK Kristin Kartunen 95 ALF Alisa Flint 85 KSL Kevin Livergood 90 LSL Lesley Lokovic 70 JRF Jason Fitzgibbon 70 DYB Dominique Brunel 40 MKH Marion Hooper 40 FEF Francine Fitzhugh 40 SEJ Stacy Javier 40 CERTIFICATE OF INSURANCE CHECKLIST Citi' of Newport Reach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3-28-12 Dept./Contact Received From: Date Completed: 4-03-12 Sent to: Tania By: Jocl Company/Person required to have certificate: Glenn Lukos Associates Type of contract: All Other GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 3-31-12/3-31-13 A. INSURANCE COMPANY: Starr Indemnity and Liability Company B. AM BEST RATING (A-: VII or greater): A: X C. ADMITTED Company (Must be California Admitted): INSURANCE COMPANY: Travelers Casualty Insurance Co of America Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does ® Yes ❑ No not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured HIRED AND NON -OWNED AUTO ONLY: ❑ N/A is not limited solely by their negligence) Does endorsement H. include "solely by negligence" wording? ❑ Yes ®No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No It. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 3-31-12/3-31-13 A. INSURANCE COMPANY: Travelers Casualty Insurance Co of America B. AM BEST RATING (A-: VII or greater) A+: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® 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? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® N/A Cl Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 3-31-12/3-31-13 A. INSURANCE COMPANY: Twin City Fire Insurance Co. 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 $1 M 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 V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 4-18-12 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ® N/A ❑ Yes ❑ No ® 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: Approved: Risk Management Date * Subject to the terms of the contract.