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HomeMy WebLinkAboutC-5474 - PSA for Balboa Marina West Environmental Consulting Services•J J �(\ AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH T&B PLANNING, INC. FOR BALBOA MARINA WEST ENVIRONMENTAL CONSULTING SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 30th day of June, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and T&B PLANNING, INC., a California corporation ("Consultant"), whose address is 17542 East 17th Street, Suite 100, Tustin, CA 92780, and is made with reference to the following: RECITALS A. On May 16, 2013, City and Consultant entered into a Professional Services Agreement ("Agreement") for environmental consulting services in accordance with the California Environmental Quality Act ("CEQA") ("Project"). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2015. 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 shall be amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2015 unless terminated earlier as set forth herein." 2. 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] IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:-2�--I r By. L2AJJ41k1A(A-4'tA0 Aaron C. jarp City Attorney ATTEST: /_ /l�/ Date: &- 7 f By: Uww Leilani I. Brown City Clerk %ZFORN%-- CITY OF NEWPORT BEACH, A California municipal corporation Date: - - l By: Kimberly Brandt, AICP Community Development Director CONSULTANT: T&B Planning, Inc., a California corporation Date: 6 -2 -ZoW By: Tracy Zin"4crp Vice PresidenV 0.1 [END OF SIGNATURES] T&B Planning, Inc. Page 2 PROFESSIONAL SERVICES AGREEMENT WITH T&B PLANNING FOR BALBOA MARINA WEST ENVIRONMENTAL CONSULTING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 16th day of May, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and T&B PLANNING, a California corporation ("Consultant"), whose address is 17542 East 17th Street, Suite 100, Tustin, CA 92780, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to prepare the required environmental documentation, including preparation of draft CEQA notices, data compilation, impact assessments, development of mitigation measures, report compilation and distribution, response to public comments, preparation of the mitigation monitoring program, public meetings and hearing attendance, and coordination with the City staff for the Balboa Marina West project ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2014 unless terminated earlier as set forth herein. Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Nine Thousand Six Hundred Eighty Seven Dollars and Twenty Five Cents ($59,687.25), 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 bilis shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures, City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. T&B Planning Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Jeramey Harding to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. City's Planning Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will T&B Planning Page 3 perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard, 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers 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 T&B Planning Page 4 limits do not act as a limitation upon the amount of indemnification to be provided by 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. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. T&B Planning Page 5 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 co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (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. R Planning s.t" 6 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld, 22, ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be T&B Planning Page 7 bome by Consultant. Nothing in this Section 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 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 City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Patrick J. Alford, Planning Manager Community Development Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: T&B Planning T&B Planning 17542 East 17th Street, Suite 100 Tustin, CA 92780 T&B Planning Page 8 26. CLAIMS 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 (Govemment Code sections 800 et seq). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. T&B Planning Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28A Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Planning Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATO NEY'S OFFICE Date: By: W Aaron C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 5- & • /3 By: 4&4L Kimberly Brandt, AICP Community Development Director CONSULTANT: T&B Planning, a California corporation Date: j � Zt 1 Z0 t By: i ' Tracy Zinn, AlQP Vice President I 0� Date: IS By: Joeyy6rse Pr 'dent/CFO [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements T&B Planning Page 11 EXHIBIT A SCOPE OF SERVICES T&B Planning Page A-1 Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK SCOPE OF WORK Project Understanding Based on information provided in the RFP, it is our understanding that the City of Newport Beach and Irvine Company are jointly seeking to develop a new public transient dock area to accommodate approximately 10 public boat slips and 15 private boat slips accessible from the existing Balboa Marina (the "water -side development`). Of the 10 public boat slips, four (4) will be relocated from the existing Balboa Marina for a net gain of six (b) slips. The slips will be accessible from a new gangway connecting with the existing parking lot. The water -side development requires dredging and construction of a new sea wall or riprap embankment along the western edge of the site. In addition, demolition of an existing building and construction of approximately 15,000 square feet of marine commercial development also are proposed (the 'land -side development'), including a restaurant pad with tuck -under parking. The project site is located south of East Coast Highway, between the Coast Highway Bridge and Bayside Drive. Under existing conditions, the water -side development consists of 0.87 acres of water surface while the land - side development is currently comprised of a single 1,200 square -foot (s.f.) structure that is in use as an office for a yacht brokerage. The City of Newport Beach will retain the services of a CEQA consultant to prepare the appropriate CEQA compliance document(s) on behalf of the City and manage the CEQA process in compliance with City procedures and California State law. The CEQA document will be considered by the Newport Beach Planning Commission and City Council in association with their decision-making processes for the project. Other government agencies also will use the CEQA document as part of their permit and approval processes. Based on initial review, City staff will direct the CEQA consultant to prepare an Initial Study (IS), which will likely conclude that the appropriate CEQA document to be prepared is a Mitigated Negative Declaration (MND). Thus, this proposal provides a scope of work and budget for the preparation of an IS and MND in support of the project. The MND would support numerous discretionary applications and approvals by the City of Newport Beach and other agencies. Actions under consideration by the City of Newport Beach include but are not limited to: Approval in Concept (AIC) by Harbor Resources Department for the water -side components; AIC from Community Development Department for the land -side development for Marine Commercial uses; Harbor Commission review and City Council approval of Site Development Permit and AICs; Harbor Resources Department dredging permit; and Community Development Department building permit. In addition, discretionary approvals and consultations will be required of other agencies, including but not limited to: County of Orange Encroachment Permit; California Coastal Commission Coastal Development Permit; California Regional Water Quality Control Board 401 Water Quality Certification; California State Lands Commission Tidelands Analysis; U.S. Army Corps of Engineers Section 10 and Section 404 permits; consultation with the National Marine Fisheries Service; consultation with the United States Fish and Wildlife Services; and coordination with the Los Angeles Dredged Material Management Team. Page it T&B Planning, Inc. Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK Scope of Work Provided below is T&B Planning's recommended work program for preparing an IS and MND in support of the proposed Balboa Marina West project. Please note that the Scope of Work described below will likely not be undertaken chronologically as presented. To expedite the process, there may be considerable overlap on the timing of each task. Additionally, all meetings and coordination efforts are included under Sub -Task 3.1, although these efforts will occur throughout the entire scope of work. Based on our understanding of the proposed project and our knowledge of City of Newport Beach CEQA compliance requirements, several technical studies have been or will be prepared and provided to T&B Planning for our use in preparing the IS and MND. Technical studies to be provided are listed in the RFP and include a hydrographic/topographic survey, hydrodynamic model, geotechnical evaluation, air quality and greenhouse gas emissions study, noise/vibration study, sediment study, water quality report, marine resources study, jurisdictional wetlands delineation and a traffic/parking study. No additional technical reports are budgeted as part of our proposal, nor are expected to be needed. TASK 1: PREPARE DRAFT INITIAL STUDY Sub -Task 1.1 Review Technical Reports & Baseline Information T&B Planning will collect and review the project's technical reports referenced in the RFP and all other available and applicable information about the proposed project and environmental conditions. For budgeting purposes, we assume that 10 reports will be provided to us and that our staff will spend an average of four (4) hours reviewing each report in detail. Our focus will be to ensure that the reports contain substantial evidence to adequately support the CEQA analysis and identify potential impacts and feasible, implementable mitigation measures as warranted. If photographs are not provided to us, and with permission to access the property, T&B Planning will take photographs to document existing site conditions, surrounding development, and other aspects of the site's physical and environmental setting that will warrant consideration in the environmental analysis. The photos will be GPS -referenced and will be used as the baseline for MND analysis and the aesthetics evaluation as required by CEQA. Sub -Task 1.2 Prepare Project Description Prior to initiating any substantive work and following Sub -Task 1.1, T&B Planning will prepare a formal Project Description to be used throughout the CEQA compliance process. The Project Description will include both text and exhibits and describe the proposed project and its associated construction and operational characteristics. The numerous governmental approvals required to implement the project also will be listed and described. We expect that a majority of the exhibits will be taken from the project's application materials on file at the City, with minimal graphic manipulation work required by T&B Planning to support the CEQA process. Sub -Task 1.3 Prepare Initial Studv T&B Planning will prepare a Draft CEQA Initial Study (15) using the CEQA Environmental Checklist Form, The Draft IS will include: — Statement of the purpose and scope of the IS; — Disclosure of the Lead Agency and any other public agencies that must approve the project; — Description of the proposed discretionary actions; Page 12 T&B Planning, Inc. Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK — Description of the project's characteristics; — Description of the project's location; — Overview of existing site and surrounding conditions/environmental setting; — Examination of project consistency with the land use designations, zoning, and any other applicable land use controls; — List of references used; — Environmental evaluation by CEQA subject area (Environmental Checklist); — Determination as to the required type of CEQA document (assumed in this proposal to bean MND). The Environmental Checklist and Responses to Environmental Checklist will be the primary work effort for this task. The Responses to Environmental Checklist section will contain a thorough analysis and determine the significance of impacts to the following environmental resources. Because the document will be an MND, the level of detail for this analysis will be high, as there must be substantial evidence given to support a clear conclusion that all potential impacts will be less than significant or reduced to below a level of significance with mitigation. — Aesthetics — Land Use and Planning** — Agriculture and Forestry Resources* — Mineral Resources* — Air Quality — Noise — Biological Resources — Population and Housing* -- Cultural Resources* — Public Services — Geology and Soils — Recreation — Greenhouse Gas Emissions — Transportation and Traffic — Hazards and Hazardous Materials — Utilities and Service Systems — Hydrology and Water Quality — Mandatory Findings of Significance *Denotes subject areas that are anticipated to require only a cursory level of analysis **Note that under the topic of Land Use and Planning, the Initial Study will include an analysis of the project's consistency with all applicable General Plan policies. Each of the environmental issue areas will be assigned a significance rating of "No Impact," "Less than Significant Impact," or "Less than Significant with Mitigation Incorporated." For each issue area, a detailed rationale will be provided within the Responses to Environmental Checklist section to provide substantive evidence for the conclusion drawn. Where necessary, feasible mitigation measures will be identified to reduce any potentially significant impacts to a level below significant. References will be cited and relied upon as appropriate. Note that if any impacts are identified for which feasible mitigation does not appear to be available, we will immediately notify the City and discuss how to proceed. Sub -Task 1.4 Determine CEQA Document Type & Revise Initial Studv At the completion of Sub -Task 1.3, T&B Planning will supply a copy of the IS to the City of Newport Beach and meet with City staff to discuss the outcome of the IS and the recommended type of CEQA document, which for purposes of this proposal is assumed to be an MND. Two rounds of revision to the Initial Study are budgeted to respond to all reasonable comments made by City staff and Irvine Company representatives. We understand that our direction will come from the City, with any comments made by Irvine Company filtered through City Page 13 T&B Planning, Inc. Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK staff. In the unlikely event that more than two rounds of revision is needed, additional revisions will be addressed as part of our Sub -Task 2.1 work efforts. TASK 2: PREPARE MITIGATED NEGATIVE DECLARATION This proposal assumes that the results of the 15 will determine that all project -related impacts are either less than significant, or would be reduced to a level below significant with the incorporation of feasible mitigation measures. In the event that the analysis conducted pursuant to Sub -Task 1.3 identifies impacts that cannot be mitigated to a level below significant, then an environmental impact report (EIR) would be required. Preparation of an EIR is not accounted for by this Scope of Work, and is not anticipated to be needed. Sub -Task 2.1 Prepare MND and MMRP As part of this Sub -Task, T&B Planning will prepare an MND document. The Expanded Environmental Checklist prepared as part of Sub -Task 1.3 will serve as the body of the MND document, and will be supplemented by the following sections: • introduction, which will explain the purpose of the MND, describe the format and content of the MND, and provide an overview of CEQA requirements for preparation and processing of MNDs; • Environmental Setting, which will identify the project's location and describe the physical environmental conditions in the vicinity of the project, including, but not limited to: site access; site conditions; existing and surrounding land uses; and existing environmental characteristics (e.g., hydrology/drainage, etc.); and • Project Description, which will provide a description of the Project's proposed discretionary permits and approvals and construction and operational characteristics. It is anticipated that a majority of the text within this section will be taken from the Project Description prepared as part of Sub -Task 1.2. As part of the MND, T&B Planning will clearly identify all significant impacts and recommend feasible mitigation measures to reduce those impacts to below a level of significance. T&B Planning also will prepare a Mitigation Monitoring and Reporting Program (MMRP) in accordance with State law and City of Newport Beach requirements to ensure implementation of mitigation measures, standard conditions, and project design features required as part of specific project approvals. The MND and accompanying MMRP will be provided to the City for review. One round of revision to the MND and MMRP is budgeted to respond to all reasonable comments made by City staff. We anticipate that one review cycle will be sufficient; however, if the City requests a second review, T&B Planning would arrange a meeting with the appropriate City staff to discuss the City's comments and recommend appropriate ways to address any concerns. Sub -Task 2.2 Prepare Public Review MND for Distribution Upon receiving the City's authorization to finalize the Draft MND, T&B Planning will prepare and print the document for public distribution and work with City staff to compile the MND's distribution mailing list. This proposal assumes that Irvine Company will provide mailing labels for property owners within the City's required notification radius. This proposal also assumes that City of Newport Beach will provide their standard public agency notification list as a basis from which to compile the MND'S distribution mailing list. T&B Planning will conduct the MND mailing, in both hard copy and electronic (CD) formats. The MND will be packaged with all of the supporting technical studies serving as MND Appendices, For purposes of budgeting, it is assumed that all Page 14 T&B Planning, Inc. Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK supporting technical studies will be provided in electronic format on CDs, and that there would be no more than 75 recipients of the draft MND document (in both hard copy and CD formats). Sub -Task 2.3 Prepare Notice of Intent (NOi) to Adopt an MND Concurrent with Sub -Task 2.2, T&B Planning will prepare the CEQA-required Notice of Intent (NOI) to adopt an MND, for City review, approval, and signature. The City is required to provide an N01 to adopt a proposed MND to the public, responsible agencies, trustee agencies, and the County Clerk. T&B Planning will arrange for the N01 posting in the newspaper or post the project site with a sign, whichever method is preferred by City staff. A copy of the NOI also will be included with the MNDs. distributed as part Sub -Task 2.2. Sub -Task 2.4 Consider Public Comment on MND Upon completion of the public review period, T&B Planning will review all comment letters and evaluate the MND for CEQA adequacy in consideration of the submitted comments. In response to letters of comment, revisions may be necessary to the MND which will be discussed with the City and authorized prior to changes being made to the document. For purposes of this proposal, our budget assumes that only minor MND changes would be necessary to prepare the Final MND for consideration by City decision -makers. Formal written responses to comments are not required by CEQA for an MND, and therefore are not proposed or budgeted. If the City desires formal written responses to be prepared, we will revise our budget accordingly. Sub -Task 2.5 Prepare Final MND and Notice of Determination (NOD) T&B Planning will prepare a Final MND for review by City staff and make any additional requested revisions. Pursuant to receiving the City's approval, T&B Planning will prepare the Final MND for use by the decision makers during the public hearing stages. After adoption of the MND by the City Council, T&B Planning will prepare a Notice of Determination (NOD) form pursuant to Section 15075 of the State CEQA Guidelines. Once reviewed and approved by City staff, T&B Planning will post the NOD with the County Clerk, along with the required California Department of Fish and Wildlife (CDFW) filing fee. Timely filing of the NOD (within five (5) working days of final decision) reduces the statute of limitations on court challenges to the approval under CEQA. TASK 3: MEETINGS, HEARINGS, AND PROJECT MANAGEMENT Sub -Task 3.1 Meetings, Correspondence, and Coordination All time spent by T&B Planning in attending meetings, preparing/updating project schedules, or in coordinating/communicating via phone, e-mail, letter and/or web -based conferencing with City staff, public agencies, Irvine County, and technical report authors (as needed) will be billed on a Time and Materials basis against the budget for this task. The amount of effort required for this task is highly dependent on the level of controversy that may arise over the course of the project. The actual number of hours associated with this task may be higher or lower than the estimated budget; which is set at $6,150.00. We will only bill for the actual number of hours required for this task. Attendance at Public Hearings is budgeted separately as part of Sub - Task 3.2. Sub -Task 3.2 Public Hearings A T&B Planning Principal or Senior Project Manager will attend up to two (2) public hearings before the City Planning Commission and Council and one (1) before the California Coastal Commission. If additional public Page 15 T&B Planning, Inc. Balboa Marina West CEQA Proposal 1 i EXHIBIT A: SCOPE OF WORK U 1 a hearings are required, then attendance at such hearings will instead invoiced under Sub -Task 3.1. A PowerPoint presentation is not budgeted as part of this proposal. Sub -Task 3.3 CEQA Level Review of Applicant -Prepared Technical Studies Once the applicant -prepared technical studies are completed, T&B Planning will review the reports for completeness, consistency, and CEQA adequacy. It should be noted that the technical adequacy of these reports will not be reviewed as part of Task 3.3, as our review will be limited to the adequacy of the technical reports for their use in preparing the project's Mitigated Negative Declaration. Technical reports to be reviewed as part of Sub -Task 3.3 include the following: • Hydrographic/Topographic Survey + Sediment • Hydrodynamic Model • Water Quality • Geotechnical • Marine Resources + Air Quality & Greenhouse Gas Emissions • Wetlands Delineation + Noise/Vibration • Traffic/Parking As part of this review, we will ensure that each technical study discloses existing conditions, includes an impact analysis, and identifies recommendations and/or mitigation measures to reduce or avoid adverse impacts to the physical environment. Once we have completed our review of each draft technical study, T&B Planning will either participate in a conference call to discuss our comments or prepare a memorandum to describe any errors, omissions, or issues with the content of the various technical studies. We will recommend appropriate revisions to each study, if warranted. All time spent by T&B Planning reviewing and commenting on technical reports will be billed on a Time and Materials basis against the budget for this task. The amount of effort required for this task is highly dependent on the quality and length of the technical studies. The actual number of hours associated with this task may be higher or lower than the estimated budget; which is set at $8,800.00 and allows approximately 6.0 hours of staff time for the first round of review for each report (ten reports total) plus an additional 2.0 hours for the revised reports. When the amount is fully drawn down, T&B Planning will cease technical consultant coordination and review of technical studies. We will only bill for the actual number of hours required forthis task. Page 16 T&B Planning, Inc. Balboa Marina West CEQA Proposal EXHIBIT A: SCOPE OF WORK TASK 4: REBIBURSABLE COSTS Sub-Task4.1 Reimbursable Costs The following provides an estimate of the direct costs that are anticipated to be incurred in association with the project, based on the Scope of Work described herein and the expected number of document pages and copies that will be required. Reimbursable fees will be billed at -cost. Sub -task Deliverable Item Quantity P Unit Cost ' :Total Cost 1.2 Project Description (Electronic Only) N/A N/A N/C 1.3 Hard Copies 1st Screencheck IS (b/w) 10 $35.00 $350.00 CDs containing 15 3 $3.25 $9.75 2.1 Hard Copies MND/MMRP (b/w) 15 $40.00 $600.00 CDs containing MND 35 $5.00 $175.00 2.2 Hard Copies MND/MMRP (public review) (color) 15 $70.00 _$1,050.00 CDs with Label - Public Review MND 85 1 $5.00 $425.00 Postage/Delivery — Hard Copy MNDs 15 $6.00 $90.00 Postage/Delivery — CDs Only 85 $3.25 $276.25 2.415 _ $70.00 $1,050.00 Hard Copies Final Construction Air Quality Assessment (b/w) S $15.00 $75.00 CDs with Label — Final MND 15 $5.00 $75.00 .NOD N/A N/A N/C Fish & Game Fees and County Clerk Fee 1 $2,156.25 $2,156.25 Total Estimated Reimbursable Expenses. $6,332.25 1 This proposal assumes that the applicant will provide hard copies of any applicant -prepared technical studies, and that the applicant will provide T&B Planning with electronic copies of such studies for inclusion on CDs. Page 17 T&B Planning, Inc. EXHIBIT B SCHEDULE OF BILLING RATES &B Planning Page . Balboa Marina West CEQA Proposal EXHIBIT B: COST ESTIMATE COST ESTIMATE UL The following provides an estimate of costs that are anticipated to be incurred in association with the project, based on the Scope of Work described herein. The timing of Subtasks 1.1- 13 run concurrent and Subtasks 2.2 — 2.3 run concurrent. We will deliver the Draft Initial Study to the City of Newport Beach approximately six (6) weeks after initiation of our work, assuming that all of the technical studies are satisfactory. Notes: 1. Budget amounts shown are Fixed Fee, except for Tasks 3 and 4, which will be billed as Time and Materials. Time and Materials tasks will be billed based on the amount of time spent working on the task, to the maximum indicated, in accordance with our HOURLY RATES AND BILLING POLICY. When and if the allocated budget for these tasks becomes fully drawn down, T&B Planning will cease all work on the task unless additional funding is authorized by the Client. 2. Schedule indicates Consultant time only and does not accountfor time needed by the City of Newport Beach to conduct its reviews. Page 18 T&B Planning, Inc. Balboa Marina West CEQA Proposal ; EXHIBIT B: COST ESTIMATE i ,1 HOURLY RATES AND BILLING POLICY If at any time during the completion of this project, we are requested to perform services beyond the Scope of Work or if T&B Planning, Inc. is authorized to provide services on a Time and Materials basis, we will invoice for such work in accordance with the hourly rates provided below: • Principal ......................................... .................. ...................................... ..$175.00/Hour • Senior Associate...................................................................................... $125.00/Hour • Senior Project Manager/Senior Planner/Senior Designer.......................$110.00/Hour • Project Designer........................................................................................ $ 95.00/Hour • Project/GIS/Graphics Manager.._. ............ __ ... ........ ___ ........................ $ 85.00/Hour • Project Planner.......................................................................................... $ 70.00/Hour • Environmental Analyst.............................................................................. $ 70.00/H our • Staff Planner.............................................................................................. $ 55.00/Hour • Graphic Artist............................................................................................ $ 55.00/Hour • Assistant Planner...................................................................................... $ 40.00/Hour T&B Planning's hourly rates do not include out-of-pocket expenses (including, but not limited to, blueprinting, duplicating/copying, reproduction, GIS data acquisition fees, aerial photography, site photos and delivery services). These expenses will be billed at cost. There is no mark-up for our public agency clients. Expert testimony and litigation support services will be billed at double the above rates. Unless pre -arranged, all billing statements are due and payable within thirty (30) days of the submittal date. Our normal finance charge of 1-1/2% per month will be charged on all invoices not paid within thirty (30) days of submittal. T&B Planning's procedure for prioritizing work is strongly influenced by timely payment of invoices by the Client. Outside professional services performed by other individuals/firms that are sub -contracted through T&B Planning will be performed only following authorization by you. Billing for any services that are sub -contracted will be billed at our actual cost plus 2% for administrative handling. The Client acknowledges that despite our best efforts, certain aspects of the work to be performed involve processing and discretionary approvals by politically influenced agencies and elected officials for which we can provide no guarantee of success. The compensation for T&B Planning, its sub -consultants and vendors is not dependent on agency concurrence or approvals. The Client agrees to limit T&B Planning's design professional liability to the Client and to all construction Contractors and Subcontractors on the project, because of T&B Planning's negligent acts, errors, or omissions, such that the total aggregate liability of T&B Planning's liability shall not exceed $50,000 or T&B Planning's total fee for services rendered on this project, whichever is greater. All work products, including but not limited to correspondence, reports and maps, generated for this project and retained by T&B Planning in its files shall be stored for a period of five years after completion of this project and then discarded, unless T&B Planning is advised in writing by the Client to retain ortransfer such files. Page 19 T&B Planning, Inc. 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 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 T&B Planning Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 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. 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 T&B Planning Page C-2 prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time, B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 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. 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. TO • Page C-3 H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Planning Page