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HomeMy WebLinkAboutC-8198-1 - On-Call M/RSA for Weed and Pest Control ServicesAMENDMENT NO. 1 TO p� ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH RPW SERVICES, INC. FOR WEED AND PEST CONTROL SERVICES V THIS AMENDMENT NO. 1 TO ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Amendment No. 1") is made and entered into as of this 16th day of November, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RPW SERVICES, INC., a California corporation ("Contractor"), whose address is Post Office Box 2342, Fullerton, California 92837 and is made with reference to the following: RECITALS A. On July 27, 2016, City and Contractor entered into an On -Call Maintenance/Repair Services Agreement ("Agreement") for Weed and Pest Control Services. B. Since entering into the Agreement, the volume of work needed by the City covered by the Agreement is higher than originally anticipated. Such work includes providing on-call maintenance and/or repair services for City ("Project"). C. The parties desire to enter into this Amendment No. One to increase the total compensation for the Agreement to account for the increased volume of work not anticipated at the time of executing the Agreement and to extend the term of the Agreement, as amended by this Amendment No. One. 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, 2017, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Forty Five Thousand Dollars and 00/100 ($45,000.00), without prior written amendment to the Agreement." The total amended compensation reflects Contractor's additional compensation for Services to be performed in accordance with this Amendment No. 1, including all RPW Services, Inc. Page 1 reimbursable items and subconsultant fees, in an amount not to exceed Fifteen Thousand Dollars and 001100 ($15,000.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] RPW Services, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: (I 116 A Rv- r Aaron C. Harp WCA 6 City Attorney e3v� ATTEST: Date: 10� By: a, mi I Leilani I. 6rown City Clerk CITY OF NEWPORT BEACH, a California m nicipal corporation Date: ci(fO By: Mike Pisani Municipal Operation Director CONTRACTOR: RPW Services, Inc., a California corporation Date: Signed in Counterpart By: Paul Webb President Date: Signed in Counterpart Bv: Karla Webb CFO [END OF SIGNATURES] RPW Services, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I -lq 716 _ 0 Aaron C. Harp City Attorney ATTEST: Date: Leilani 1. Brown City Clerk \bO`-1�1b CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Mike Pisani Municipal Operation Director CONTRACTOR: RPW Services, Inc., a California corporation [END OF SIGNATURES] RPW Services, Inc. Page 3 ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH RPW SERVICES, INC. FOR WEED AND PEST CONTROL SERVICES THIS ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT ("Agreement") is made and entered into as of this 27th day of July, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RPW SERVICES, INC., a California corporation ("Contractor'), whose address is Post Office Box 2342, Fullerton, California 92837, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to perform on-call maintenance and/or repair services for City ("Project"). C. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the maintenance and/or repair services described in this Agreement. D. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by City for the Project, is familiar with all conditions relevant to the performance of services, and has committed to perform all work required for the compensation specified in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on April 8, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Contractor shall perform the on-call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Contractor shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; Cf 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein, not later than two (2) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Services performed in accordance with this Agreement, including all reimbursable items, shall not exceed Thirty Thousand Dollars and 001100 ($30,000.00), without prior written amendment to the Agreement. RPW Services, Inc. Page 2 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name and/or classification of employee who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal, or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Kevin Holman to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Municipal Operations Department. City's Landscape 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 Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all RPW Services, Inc. Page 3 existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 8.1 Contractor shall use only the standard materials described in Exhibit A in performing Services under this Agreement. Any deviation from the materials described in Exhibit A shall not be installed or utilized unless approved in advance and in writing by the Project Administrator. 8.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws and legally recognized professional standards. 8.3 Contractor represents and warrants to City that it has, shall obtain and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. RESPONSIBILITY FOR DAMAGES OR INJURY 9.1 City and all officers, employees and representatives thereof, and all persons and entities owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the Services required hereunder; or for damage to property from any cause arising from the performance of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone employed by either of them. 9.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause arising from Contractor's Work on the Project and/or Services, or the Work of any subcontractor or supplier selected by Contractor. RPW Services, Inc. Page 4 9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.4 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9.5 Contractor shall perform all Work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall be liable for any private or public property damaged during the performance of the Work by Contractor or its agents. 9.6 To the extent authorized by law, as much of the money due Contractor under and by virtue of the Agreement as shall be considered necessary by City may be retained by it until disposition has been made of such suits or claims for damages as aforesaid. 9.7 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No RPW Services, Inc. Page 5 civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman needed to execute the Work contemplated under the Agreement shall be paid to all workmen employed on the Work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination RPW Services, Inc. Page 6 is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 16. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint - venture. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. RPW Services, Inc. Page 7 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Project. 23. CONFLICTS OF INTEREST 23.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), 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. 23.2 If subject to the Act, Contractor 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. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. RPW Services, Inc. Page 8 24. NOTICES 24.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 24.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Landscape Manager Municipal Operations Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 24.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Kevin Holman RPW Services, Inc. 2473 E. Orangethorpe Ave. Fullerton, CA 92837 i��fl�_1h769 Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 26. TERMINATION 26.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure RPW Services, Inc. Page 9 such default, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 26.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 27. LABOR 27.1 Contractor shall conform with all applicable provisions of state and federal law including, but not limited to, applicable provisions of the federal Fair Labor Standards Act ("FLSA") (29 USCA § 201, et seq.). 27.2 Whenever Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Agreement, Contractor shall immediately give written notice to City, and provide all relevant information. 27.3 Contractor represents that all persons working under this Agreement are verified to be U.S. citizens or persons legally authorized to work in the United States. 27.4 To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees from loss or damage, including but not limited to attorneys' fees, and other costs of defense by reason of actual or alleged violations of any applicable federal, state and local labor laws or law, rules, and/or regulations. This obligation shall survive the expiration and/or termination of the Agreement. 28. STANDARD PROVISIONS 28.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. 28.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent RPW Services, Inc. Page 10 breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] RPW Services, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: , - - Aaron C. Harp n RUR City Attorney yam,,. ATTEST: f� Date: By:."k �U f�l�/1 U►�r `� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 9 -"3 1 By: Mike Pisani Municipal Operation Director CONTRACTOR: RPW Services, Inc., a Californi or ion Date: By P President [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements RPW Services, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES • DESCRIPTION OF PROJECT RPW Services will provide all labor, equipment and materials to provide Plant Health Care services to the City of Newport Beach. o This will include insect, disease and fertilization for the City's trees and other landscape materials. o This will also include any weed control services as required for the City. o All pesticide operations, where required, shall be performed by a California State Licensed pest control operator through written recommendation by a California State Licensed Pest Control Advisor. The Contractor shall be responsible for compliance with all local, state, and federal laws and regulations regarding pesticide usage. PESTICIDES o The City shall maintain all documents that pertain to the use of pesticides on its property. o Contractor shall provide the Project Administrator with all of the following in paper and electronic format: • A copy of Contractor's Commissioner's "Restricted numbers". Orange County Agricultural Materials Permit/Operator I.D. • A written "Pest Control Recommendation" for each site before Contractor uses any pesticide. Recommendation shall include a label and Material Safety Data Sheet for the pesticide proposed. Each complete set of recommendations shall be submitted in a binder (provide two (2) bound copies) • A "Pesticide Use Daily Record" for any site that a pesticide was used, within twenty-four (24) hours of application. Total amounts of pesticides applied shall be submitted weekly. • A weekly schedule indicating locations to be treated. If a restricted pesticide is going to be used, a copy of the "Notice of Intent To Use Restricted Materials", must be submitted twenty-four (24) hours before application. RPW Services, Inc. Page A-1 • An annual Proposed Pesticide List including the Environmental Protection Agency numbers and caution level of all the pesticides Contractor intends to use for this contract, and shall be approved by Project Administrator before any such use. • The pest control operator shall be provided a complete spray rig with a minimum one -hundred (100) gallon tank. The cost of all pesticides will be borne by the Contractor. o All pesticides proposed to be used must be submitted to City with application location and written recommendation from the Contractor's Pest Control Advisor prior to use. All materials must be properly labeled and certified for intended use. Proper and legal disposal of any and all pesticides used is solely the responsibility of the Contractor. All state, county, and city laws regarding pesticide use and disposal must be followed. o The Contractor shall not use any pesticide that has not been authorized by the Project Administrator in writing. o All pesticides proposed to be used must be submitted to City with application location and written recommendation from the Contractor's Pest Control Advisor prior to use. All materials must be properly labeled and certified for intended use. Proper and legal disposal of any and all pesticides used is solely the responsibility of the Contractor. All state, county, and city laws regarding pesticide use and disposal must be followed. o The City requires that the applicator posts signage adjacent to turf areas to be treated prior to the application, and the applicator shall remain at the treated area until the pesticide has dried. Once the pesticide has dried signage may be removed. Some pesticides may require more advanced posting or a longer period prior to re-entry. If so, follow the pesticide's label. RPW Services, Inc. Page A-2 EXHIBIT B SCHEDULE OF BILLING RATES Service Quantity Cost Unit Tree Spraying Medium to Large Trees (Up to 30 feet) 20+ trees $20.00 each Less than 20 trees $35.00 each Truck Banding (Up to 10 inch DBH) 20+ trees $35.00 each Less than 20 trees $50.00 each PGR's trunk banding (Up to 10 inch DBH) 20+ trees $50.00 each Less than 20 trees $75.00 each Soil Injections (Up to 10 inch DBH) 20+ trees $35.00 each Less than 20 trees $55.00 each Fertilization Drenching (Up to 10 DBH) 20+ trees $20.00 each Pricing for larger trees will require a letter proposal approved by the City prior to any work being completed. DBH is defined as Diameter at Breast Height. Contractor shall perform all Work required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. RPW Services, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — MAINTENANCE/REPAIR/JANITORIAL SERVICES 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 RPW Services, Inc. Page C-1 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Pollution Liability Insurance. If required, Contractor shall maintain a policy providing contractor's pollution liability ("CPL") coverage with a total limit of liability of no less than one million dollars ($1,000,000) per loss and two million dollars ($2,000,000) in the aggregate per policy period. Claims - made policies require a 5 -year extended reporting period. The CPL policy shall include coverage for cleanup costs, third -party bodily injury and property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by contracting operations. Coverage as required in this paragraph shall apply to sudden and non -sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants. The CPL shall also provide coverage for transportation and off -Site disposal of materials. The policy shall not contain any provision or exclusion (including any so-called "insured versus insured" exclusion or "cross -liability" exclusion) the effect of which would be to prevent, bar, or otherwise preclude any insured or additional insured under the policy from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in RPW Services, Inc. Page C-2 legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform RPW Services, Inc. Page C-3 Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance If Contractor or any sub - consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this 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. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. RPW Services, Inc. Page C-4 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ) ss. On , 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. (seal) State of California County of } ss. On 20 before me, Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature RPW Services, Inc. (seal) CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 9/7/16 Dept./Contact Received From: Rachell Date Completed: 9/7/16 Sent to: Rachell By: Alicia Company/Person required to have certificate: RPW Services Inc. Type of contract: I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 10/8/15-10/8116 A. INSURANCE COMPANY: Wesco Insurance Company B. AM BEST RATING (A-: VII or greater): A: XIV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 1M/2M E. ADDITIONAL INSURED ENDORSEMENT — please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must (What is limits provided?) include): Is it included? (completed Operations status does F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND G. HIRED AND NON -OWNED AUTO ONLY: COMPLETED OPERATIONS ENDORSEMENT (completed H. NOTICE OF CANCELLATION: Operations status does not apply to Waste Haulers) E 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? E 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 E No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): E N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7110/16-7/10/17 A. INSURANCE COMPANY: Mercury Casualty Company B. AM BEST RATING (A-: VII or greater) A+; XII C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? E 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 LIMITS Waiver of Auto Insurance / Proof of coverage IN individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): E N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: ❑ N/A E Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 10/24/15-10/24/16 A. INSURANCE COMPANY: National Casualty Company 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) 1M 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 EFF 10/8/15-10/8/16 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 9/7/16 Date ® 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. ..��. RPWSE-1 OP ID: RO ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD 0 711 212 01 01 6 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Fullerton Insurance Service CDI #0596796 P.O.BGx 4054 Fullerton, CA 92834.4054 CONTACT Commercial Lines Dept. PHONE F'� 714-447-0011 AIC EM :714-577-5800 A/c, No E-MAIL ADDRESS: rec@fullertoninsurance.Com Kevin P. McCarthy INSURERS) AFFORDING COVERAGE NAIL i INSURER A: Mercury Casualty Company 11908 EACH OCCURRENCE $ INSURED R P W Services, Inc. P. O. Box 2342 INSURER e: Fullerton, CA 92833 INSURER C GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $ NSURER D : INSURER E X INSURER F: CCA0014806 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. !NSR LTRMIDffim- TYPE OFINSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1768 POLICY NUMBER MNIDDlYYYY MM�IDI UfYYYP LIMITS COMMERCIAL GENERAL LIABILITY CI_MMS-MADE F� OCCUR I I EACH OCCURRENCE $ PREMISES Ea occunancs$ MEDEXP(Anyoneperson) $ PERSONAL$ADVIWURY $ GEN'L AGGREGATE UMIT APPLIES PER POLICY JECCTT F7 LOC OTHER: GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $ $ AUTOMOBILE LMBILITY A X ANYADTO ALL OWNEDSCHEDULED AUTOS AUTOS NON-0WNED X HIREDAUTOS X AUTOS X CCA0014806 0711012016 07110/2017 COMBINED SINGLE LIMIT Ea $ 1,000,00 BODILYINIURY(Perperson) $ MMLYIWURY(PeracddeM) $ PROPERTYDAMAGE $ Paraccitlenl E UMBRELLA LIMB EXCESS LUIB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEO I I RETENTION$ $ WORKERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNER,EXECUTIVE OFFICEWMEMBER EXCLUDED? ❑ (Mandatory In NH) If ves, describe under DESCRIPTION OF OPERATIONS below NIA TH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. pSEASE-PoUCY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Cittyy of Newport Beach is named as additional insured as respects to the aufomobile policy limits. CERTlnrATE HOLDER r&MrFI I ATinN CITYOFN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit Of Newport Beach Y P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1768 Newport Beach, CA 92658-8915 AUTHORIZED REPRESENTATIVE ®1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ® A� V CERTIFICATE OF LIABILITY INSURANCE DATE(MMMWYYYY) 08/02/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(a). PRODUCER Van Baurden Ina. Serv, Inc. - %ingsburg PO Box 67 %ingsburg CA 93631 NAO.NT PHONE FAX (559) 897-2975 4:(559) 897-4070 A-MAAIL heinrichs®vanbsurden.com NBUR£R(S)AFFORDING COVERAGE NAICg NSURERA:Ca itol !2s4i&ltY Ing Corp 10328 INSURED 4 870-6352 RPN Servioea, Inc. NSURERB:Weaco Insurance Company 25011 INSURER C: National Casualty Company_ 11991 INSURER D: P.O. Hoz 2342 INSURERS: Fullerton CA 92837 INSURERF: WPPIII898702 1n1. Anse /`emneLr•eTc ui'umcR• n...,. an 11.14 RFVIRinN NLimBER1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NOR LTR TYPEOF INSURANCE Pon SURN POLICY NUMBER YEFF %P LIMA B % COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED E ' oc $ 100,000 CLAN84AADE ❑% OCCUR WPPIII898702 10/08/2015 10/08/2016 MED EXP ana S 5,000 % Pest. Serb. Endt. % I BI/PD Dedt.1,000 PERSONAL& ADV NARY S 1,000,000 GENLAGGREGA'tE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 PRODUCTS - COMPIOP AGO S 2,000,000 % POLICYElgCT LOC S OTHER: I AUTOMOBILELIANIJTYECOMBIN„D GLE LIMIT 6 BODILYINJUlY(Pwpermn) 6 ANY AUTO BODILYIWURY(PffxMIcad) $ ALL OWNED SCHEDULED OS AUTOS HIRED AUTOS NON -OWNED ROPEY E 6 PPICT S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS WB CLAIM'S -MADE DED RETENTIONS a C WORKERSCOMPENSATIONEMPLOYERS' AND AND KERS � A I ANY PROPRIETORJPARTNERfEXECU71VE Y�NOR WCC4600SLA02NCC 10/24/201510/24/2016 % EL EACHACCIDENT S 1,000,000 E.L. 003EASE-EA EMPLOYE $ 1,000,000 OFFICER+MEMBER EXCLUDED? (Mandatary In NH) EL DEiEASE-POLICY UMR 1,000,000 xm.dRoN'OF'OPEPA D RIPTION OF TIONS bofav A Prof.Liab./Ba0 8000331904 12/07/2015 12/07/2016-0- Dedt. 6 11000,000 B Limited Pollution Endt. WPPI11898702 10/08/2015 10/08/2016$1,000 Dedt. 6 1,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS r VEHICLE$ (ADM 101, Ad4Moml ROMAMS Schedule, may be aQached N m r, spew M re44ked) The City of Newport Beach, its City Counci L, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwiae in legal control of the property upon which consultant performs the project and/or services are named as additional insured as respect to General Liability per attached form(s) only when required by written contract. City of Newport Beach P. 0. Box 1768 Newport Beach CA 92658 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (D1988.2014 ACORD CORPORATION. AN rights reserved ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:WPP1118987 02 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THiS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILFY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ Izations Locations Of Covered Operations Any person or organization for whom you are performing As perwritten contract or written agreement, operations or when you and such person or organization have agreed In a written contract or written agreement, provided said contract or agreement is exeouted prior to the date of loss, that such person or organization be added as an addnionai Insured on your policy. Information required to complete this Schedule if not shown above wit] be shown In the Declarations, A. Section 11 — Who Is An Insured Is amended to Include as an additional Insured the person(s) or organization(s) shown In the Schedule, but only with resect to liability for "bociliy injury", "property damage' or "personal and advertising Injury' caused, In whole or in part, by: 1. Your acts or omissions; or 2, The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insureds) at the locatlon(s) designated above. However.- 1. owever: 1. The insurance afforded to such additional Insured only applies to the extent permitted by law; and 2. if coverage provided to the addltiomi insured is required by a contract or agreement, the Insurance afforded to suoh additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the insurance afforded to these additional Insureds, the following additional exclusions apply; This Insurance does not apply to "bodily injury' or "property damage" occurring after: 1. All work, including materials; parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of 'your work" cut of which the Injury or damage arlses has been put to its Intended use by anypp�sreon or organization other than another contraotor or subcontractor engaged In performing operations for a principal as a part of the same project CG 2010 04 13 CSS I nsurance Services Office, Inc„ 2012 Page 1 of 2 C. With respect to the Insurance afforded to these additional Insureds, the following Is added to Section III —Limits Of Insurance: If coverage provided to the additional Insured Is required by a contract or agreement, the most we will pay on behalf of the additional Insured Is the amount of Insurance; 1. Required by the contract or agreement; or 2. Avallable under the applicable Limits of insurance shown in the Declarations; whichever Is less, This endorsement shall not Increase tha applicable Limits of insurance shown In the Deciaratlons. Page 2 of 2 0 Insurance Services Office, Ino,, 2012 CR 20 10 0413 POLICY ^DUMBER: WPP1118987 02 COMMERCfAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS(COMPLETEQ OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or organ Izations Location And Description of Completed Operations Any person or organization forwhom you are AS PER WRITTEN CONTRACT OR WRITTEN performing operations or when you and such AGREEMENT person or organization have agreed in a written contract or written agreement, provided said contract or agreement Is executed prior to the date of loss, that such person or organization be added as an additional Insured on your policy Info matlon required to complete this Schedule if not shown above will be shown In the Declarations. A. Section II ^- Who Is An Insured Is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the looation designated and described in the Scheduie of this endorsement performed for that additional Insured and Included in the "produots-completed operations hazard". However: 1. The Insurance afforded to such additional insured only applies to the extent permitted by law; and 2, If coverage provided to the addltlonal Insured is required cy a contract or agreement, the Insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured, CG 20 37 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 2 S. With respect to the Insurance afforded to these additional Insureds, the following is added to Section III —Limits Of Insurance; If coverage provided to the addltlonal insured Is required by a oontract or agreement, the most we will pay on behalf of the additional Insured Is the amount of insurance: 1. Required by the contract or agreement; or Z Available under the applicable LlmKs of Insurance shown In the Declarations; whichever is less. This endorsement shall not Increase the applicable Limits of Insurance shown In the Declarations, 0020370413 O ISO Properties, Ina., 2004 Page 2 of 2 ❑ POLICY NUMBER: WPPI118987 Q2 COMMERCIAL GENERAL LIABILITY CG 24 04 06 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL_ GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: A8 PER WRITTEN CONTRACTOR WRITTEN AGREEMENT The following Is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for Injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and Included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above, CG 24 04 05 09 0 Insurance Services Office, Inc„ 2008 Page 1 of 1 0 COMMERCIAL GENERAL LIABILITY CG 20 0104 la THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies Insurance provided underthe following; COM MERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following Is added to the other Insurance Condition and supersedes any provision to the contrary; Primary And Noncontributory Insurance This Insurance is primary to and will not seek oontribution from any other Insurance available to an additional Insured under your policy provided that; (1) The additional Insured Is a Named Insured under such other Insurance; and (2) You have agreed in writing In a contract or agreement that this Insurance would be primary and would not seek contribution from any other Insurance avaliable to the additional Insured, CO 20 0104 13 0 Insurance Seryloes Office, Inc., 2012 Page 1 of 1 I i WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA We have the right to recover our payments from anyone liable Tor an Injurycovered by this policy, We will not enforce our right againstthe person ororganlzation named in the Schedule. (Th1s agreement applies onlyto the extent that you perform work undera written contract that requires you to obtain this agreement from us.) You mustmaintafn payroll records FiccuratelysegregatIng the remuneration ofyour employees whIle engaged In thework described in the Schedule, The addltlonalprem lurnlorthisendorsements hall be %of the Callfornia workeWoompensafion premium otherwise due on such remuneration. Person or Organization BI a n ket Walver Schodute Job Description ElanketWalver This endorsemahl chengee the pollcy to which It Is attached and Is effective on the date Issued unless otherwise staled, (The Information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 10/24/2015 Policy No, WCC460081A02NCO Endorsement No. Insu,ed RFW Servtass, Ino Insurance Corrpany National Casualty Company '.. I Countersigned By Yom/ t r WC p4o306 (Ed, 04-84) 0 Copyright by the Workers'Conpensa0on Insurance Rating Bureau of Californla. All rIghts reserved THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, LIMITED POLLUTION COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Property Damage Deductible SCHEDULE $ 1,000 Each Pollution Incident A The following is added to SECTION I —COVERAGES: COVERAGE k— LIMITED POLLUTION COVERAGE 1. Insuring Agreement: a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend any "su t' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury` or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "pollution incident" and settle any claim or "suit" that may result But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverage X. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments —Coverages X. b. This insurance applies to 'bodily injury' and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by a "pollution incident" that takes place in the "coverage territory'; and (2) The "pollution incident" that causes the °bodily injury° or "property damage" commenced during the policy period. c. Damages because of "bodily injury' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the'bodily injury'. 2. Exclusions: All of the exclusions applicable to Coverage Aare applicable to Coverage X except exclusion f. Pollution and exclusion g., Aircraft, Auto, or Watercraft which do not apply to Coverage X. In addition, this insurance does not apply to a. "Property damage" to: (1) A "waste facility'; (2) Property you own, rent, or occupy now or at any other time; (3) Premises you sell, give away, or abandon. GL990070 (0611) Includes Copyrighted material from ISO, used with permission Page 1 of 3 b. Expenses incurred by you or others to test for, monitor, clean-up, remove, contain, treat, detoxify, or neutralize "pollutants" on or at: (1) A "waste facility"; or (2) Premises you own, rent, occupy; or to any recovery claimed for such cost or expense. c. "Bodily injury' or "property damage" arising out of a "pollution incident" which results from or is directly attributable to failure to comply with any applicable statute, regulation, ordinance, directive, or order relating to the protection of the environment and promulgated by any governmental body, provided that failure to comply is a willful or deliberate act or omission of: (1) An insured; or (2) You or any of your members, partners, or executive officers. d. Any loss, cost, or expense arising out of any request, demand, or order by a governmental authority that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify, or neutralize, or in any way respond to or assess the effects of "pollutants" at any site which is included or proposed for inclusion on a governmental authority's clean-up priority list. e. "Bodily injury' or "property damage" arising out of the escape of gasoline or fuel from any storage tank located on, within, or under any location leased or occupied by an insured. f. "Bodily injury' or "property damage" arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, "auto", rolling stock, or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion does not apply to "bodily injury' or "property damage" arising out of the operation of any of the equipment listed in paragraph f. (2) or f. (3) of the definition of "mobile equipment". This exclusion does not apply to "bodily injury" or "property damage" arising out of the operation of "loading or unloading"of an "autd' owned, maintained, or used by the insured. g. "Bodily injury" or "property damage" covered under Coverage A. B. SUPPLEMENTARY PAYMENTS —COVERAGES A and B is amended to read SUPPLEMENTARY PAYMENTS—COVERAGES A, B, and X C. SECTION III —LIMITS OF INSURANCE is amended as follows: 1. Paragraph 2 is replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard'; b. Damages under Coverage B; c. Medical expenses under Coverage C; and d. Damages under Coverage X. 2. Paragraph 6 is replaced by the following: 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; b. Medical expenses under Coverage C; and c. Damages under Coverage X GL99D070 (0611) Includes Copyrighted material from ISO, used with permission Page 2 of 3 because of all "bodily injury" and "property damage" arising out of any one "occurrence" or any one "pollution incident". Regardless of the number of policy periods during which a "pollution incident" takes place, the most we will pay is the Each Occurrence Limit of the policy in effect when the "pollution incident" commenced. D. PROPERTY DAMAGE DEDUCTIBLE Our obligation under Property Damage Liability Coverage to pay damages on your behalf applies only to the amount of damages in excess of any deductible amount stated in the Schedule above. Such deductible amount applies to all damages because of "property damage" as the result of any one "pollution incident", regardless of the number of persons or organizations who sustain damages because of that "pollution incident". E. With respect to Coverage X only, SECTION IV —CONDITIONS, all references to Coverages A and B to read Coverages A, B, and X. Also, with respect to Coverage X only, all references to "occurrence" are changed to "pollution incident." F. The following definitions are added to SECTION V— DEFINITIONS: "Pollution inoident" means an "occurrence" which results in the emission, discharge, release or escape of "pollutants" into or upon land, the atmosphere, or any watercourse or body of water, provided that such emission, discharge, release or escape results in "bodily injury" or "property damage". The entirety of any such emission, discharge, release or escape shall be deemed to be one "pollution incident". 'Waste facility' means any site to which waste from operations conducted by you or on your behalf is consigned for delivery or delivered for storage, disposal, processing, or treatment. GL990070 (0611) Includes Copyrighted material from ISO, used with permission Page 3 of 3 POLLUTION LIABILITY AUTO COVERAGE EXTENSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modified insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE DESCRIPTION OF OPERATIONS: Pest control COVERED "AUTO" LIMITS OF INSURANCE: Each Occurrence $ 1,000,000 Aggregate $ 2,000,000 DESCRIPTION OF COVERED 'AUTO(S)': Arry "Auto" Owned or Operated by, rented to, or loaned to any insured in the course of your business operations described above. With respect to the operations and vehicles shown in the Schedule above: A. Section I — Coverages, Coverage A - Bodily Injury and Property Damage Liability, item 2. Exclusions, Exclusion f. Pollution, paragraph (1xc) does not apply to "bodily injury" and "property damage" arising out of the actual discharge, dispersal, release, or escape of "pollutants" that are contained in any property that is being transported or towed by a covered "auto" described in the Schedule of this endorsement provided: 1. The discharge, dispersal, release, or escape of pollutants is caused by the "auto's" collision with another object or the overturn of the "auto"; and 2. The operations described in the Schedule of this endorsement meet all standards of any statute, ordinance, regulation, or license requirements of any federal, state, or local government which apply to such operations. B. Section I - Coverages, Coverage A - Bodily Injury and Property Damage Liability, item 2. Exclusions, Exclusion f. Pollution, paragraph (2) does not apply to any loss, cost, or expense that results from the discharge, dispersal, release, or escape of pollutants that are contained in any property that is being transported or towed by covered "auto" described in the Schedule of this endorsement, provided: 1. The discharge, dispersal, release, or escape of pollutants is caused by the "auto's" collision with another object or the overturn of the "auto'; and 2. The operations described in the Schedule of this endorsement meet all standards of any statute, ordinance, regulation, or license requirements of any federal, state, or local government which apply to such operations C. The following is added to Section III — Limits of insurance: Subject to Paragraphs 2. and 5., the Each Occurrence Limit shown in the Schedule of this endorsement under Covered "Auto° Limits of Insurance is the most we will pay for the sum of all damages because of the collision or overturn of a covered "auto°. Subject to Paragraph 2. the Aggregate Limit shown a in the Schedule of this endorsement under Covered °Auto" Limits of Insurance is the most we will pay for the sum of all damages because of the collision or overturn of covered "autos°. GL9900e9 Page 1 of 1 Ed 0611