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HomeMy WebLinkAboutC-3636(A) - PSA for Semeniuk SloughAMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH AMEC GEOMATRIX, INC. FOR SEMENIUK SLOUGH THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVES AGREEMENT ( "Amendment No. One "), is entered into as of this day of I UInA 2011, by and between the CITY OF NEWPORT BEACH, a California ftnicipal Corporation ( "City "), and AMEC GEOMATRIX; INC., a California Corporation whose address is 510 Superior Avenue, Suite 200, Newport Beach, California 92663 ( "Consultant "), and is made with reference to the following: RECITALS: A. On December 10, 2010, City and Consultant entered into a Professional Services Agreement ( "Agreement ") for sediment sampling and testing services for the Semeniuk Slough ( "Project "). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to December 31, 2011. 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 One of the Agreement shall be amended in its entirety and replaced with the following: The term of the Agreement shall terminate on December 31, 2011, unless terminated earlier as provided for in Agreement. 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. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. One on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: 6ph /// Leonie Mulvihill v„� Assistant City Attorney 'L ATTEST: / Date: 0 1 By: Lei Cit, CITY OF NEWPORT BEACH, A California rr� nipal corporation Date: G/ aLepnen.u-/ aaum PublisZq ks Director INC., a Date: By:� TiMlVice Date: LTANT: AMEC GEOMATRIX, :alif rnia Corporation ident and Principal PROFESSIONAL SERVICES AGREEMENT WITH AMEC GEOMATRIX, INC. FOR SEMENIUK SLOUGH THIS AGREEMENT FOR PROFE SONAL SERVICES ( "Agreement') is made and entered into as of this /D day o / ��l; 2010, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and AMEC GEOMATRIX, INC., a California corporation ( "Consultant'), whose address is 510 Superior Avenue, Suite 200, Newport Beach, California 92663 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning on conducting a sediment sampling and testing study on Semeniuk Slough. C. City desires to engage Consultant to provide sediment sampling and testing services for Semeniuk Slough, located in the Santa Ana River Marsh ( "Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project, shall be James J. Weaver. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on June 30, 2011 a, less te, , nii iated ea, lie, as set fo, tI , I ie, ei, t. I I 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Work" or "Services'). The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of Services under this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 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 Twenty -Nine Thousand, Nine Hundred Seventy -Five Dollars and no /100 ($29,975.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and /or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any (30) days after approval of the monthly invoice by City staff 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: i Professional Services Agreement Page 2 A. The actual costs of subconsultants for performance of any of the Services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 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 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 James J. Weaver 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. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. Robert Stein, Assistant City Engineer or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: Professional Services Agreement Page 3 A. 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. B. Provide blueprinting and other Services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 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 Services Agreement Page 4 (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 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 and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. Professional Services Agreement Page 5 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, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. B. 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. C. Coverage Requirements. I. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employers tiability insurance in accordance with a laws of e State of California, Section 3700 for all of the subconsultant's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) prior to such change. Professional Services Agreement Page 6 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. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. iv. Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: L Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. 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 Professional Services Agreement Page 7 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. iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING City and Consultant agree that subconsultants may be used to complete the Work outlined in the Scope of Services. The subconsultants authorized by City to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended bene iciary of any Work performed by e su con rac or Tor purposes o establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. ofessional Services Agreement Page 8 17. 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 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. 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. 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 authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such. records and invoices shall De c a y i e i i e. Consultant 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. Professional Services Agreement Page 9 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 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 All notices, demands, requests or approvals to be given under the terms of this Agreement ......... .... �...... ... ........ y, _....., .._........... _........ ....._..._... _.... ...... ...._.. personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Professional Services Agreement Page 10 Attn: Robert Stein Public Works Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 644 -3322 Fax: 949 - 644 -18 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: James J. Weaver AMEC Geomatrix, Inc. 510 Superior Avenue, Suite 200 Newport Beach, CA 92663 Phone: 949 - 642 -0245 Fax: 949 - 642 -4474 26. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Contract and Contract documents, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 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. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar 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. Professional Services Agreement 28. 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. 29. 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. 30. 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. 31. 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. 32. 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. 33. 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. 34. 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. Professional Services Agreement Page 12 35. 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. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, OFFICE OF THE CITY ATTORNEY A California munici orporation By: 6l Go B Leonie Mulvihill S v adum, Public Works Dept. Assistant City Attorney it or ATTEST: By: C -wL.e%ni I. Brown City Clerk o e� e.� �41 Fo VL CONSULTANT: AMEC GEOMATRIX, INC., a California corporation J. Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates ident and Principal Professional Services Agreement Page 13 0 EXHIBIT A Professional Services Agreement Time - and - Materials This Agreement made this day of November 2010, between City of Newport Beach and AMEC Geomatrix Inc. 3300 Newport Boulevard, P.O. Box 1768 510 Superior Ave, Suite 200 Newport Beach, California 92658 Newport Beach, California 92663 Attn: Robert Stein Attn: James J. Weaver hereinafter called "Client" hereinafter called "AMEC" Client engages AMEC to provide services in connection with: sediment sampling and testing within Semeniuk Slough, Santa Ana River Marsh (SARM). SCOPE OF SERVICES AMEC agrees to perform services as follows: Services are described on the attached cost proposal dated November 2, 2010. Work will be conducted in conjunction with adjacent project for USACE within the Federal Marsh limits. Number of vibracore locations and testing program for sediment samples will mirror the program prescribed for the USACE project within the SARM. Separate Sampling and Analysis Plan and final report will be prepared for the City of Newport Beach only describing the work conducted within the Semeniuk Slough. COMPENSATION Client agrees to compensate AMEC for all hours worked and other costs inc a rates and terms set forth herein. Should the total cost of AMEC's performance be greater estimated amount shown below, AMEC will notify CLIENT and provide a revised estimate for approval. In such event, continued performance is subject to additional funding as mutually a r dition to the Agreement amount, CLIENT assumes full responsibility for the payment of any ap a es, use, or value -added taxes under this Agreement, except as otherwise specified. Labpx-egfeigories and Hourly Labor Rates: See attached proposal The listed attachments form part of this agreement: Table 1 — Revised Cost Summary TERMS AND CONDITIONS 1. AUTHORIZATION TO PROCEED. The signing of this Agreement by the Cli an proceed with the services called for in this Agreement. 2. EXTENT OF AGREEMENT. This Agreement, including attachm Incorporated between AMEC and Client and supersedes all prior negotiatio , representations, or be altered only by written instrument signed by authorize presentatives of both Cli( 3. CHANGES. Work beyond the scope of services or oing any part of the project It shall be paid for on a time - and - materials bast addition to any other payment prov 4. AMEC will serve as written authorization for AMEC to herein by reference, represents the entire agreement rgreements, either written or oral. This Agreement may it and AMEC. ough no fault of AMEC, shall constitute extra work and fed for in this Agreement. In the event AMEC's work is imoensated eruitably (based on AMEC's current Fee Schedule) for the additional labor er charges associated with maintaining its work force for Client's benefit during the delay, or at the option of the Client, fdr charg curred by AMEC for demobilization and subsequent remobilization. If, during the course of performance of this Agreement, conditIoDs circumstances are discovered which were not contemplated by AMEC at the commencement of this Agreement, AMEC shall notify in writing of the newly discovered conditions or circumstances and the impact on the Agreement. Client and AMEC agree to negaf in good faith any changes to the price, terms and conditions or schedule of this Agreement. All previous proposals, offers, and other munications relative to the previsions of these services are hereby superseded. CLIENT acknowledges and agrees that it's use of any p ase order or other form to procure services is solely for administrative purposes and in no event shall AMEC be bound to any terms and ifions on such form regardless of reference to or signature. CLIENT shall endeavor to reference this Agreement on any purchase order (or ny other form), but CLIENT's failure to do so shall not operate to modify this Agreement. PAYMENT. AMEC shall invoice Client periodically for the services performed under this Agreement. Client shall pay such invoice upon receipt. Invoices not paid within thirty (30) days of the invoice date shall be subject to a late fee of one and one -half percent (1.5 %) per month US-6 T &M Rev. 02/09 computed at 31 days from the date of invoice. In addition, any collection fees, attorney's fees, court costs, and other related expenses incurred by AMEC in the collection of delinquent invoice amounts shall be paid by CLIENT. The invoice amounts shall be presu to be correct unless Client notifies AMEC in writing within fourteen (14) days of receipt. Progress billings, when paid, represent a ances by Client of the invoiced services performed by AMEC. The Client agrees to pay attorney fees and costs necessary to colle on past due accounts. If client fails to pay an invoice when due, AMEC may suspend all services until such invoice is paid in full. 5. PERMITS, UTILITIES AND ACCESS. Unless otherwise stated in the Proposal, the Client shall apply for and obtain all uired permits and licenses. The Client shall make all necessary arrangements for right of entry to provide AMEC access to the site r all equipment and personnel at charge to AMEC. The Client shall also provide AMEC with the location of all underground utilit' and structures in the exploration ar a, unless otherwise agreed in writing. While AMEC will take all reasonable precautions to m' mize any damage to the property, the C of agrees to hold AMEC harmless for any damages to any subterranean structures or any dam a required for right of entry. 6. PROBABLE CO TS. AMEC does not guarantee the accuracy of probable costs for providing services h eunder. Such probable costs represent only A C judgment as a Professional and are supplied only for the general guidance of the Clie . 7. DISPUTES. Any d pute arising hereunder shall first be resolved by taking the following steps, where a sdccessive step is taken if the issue is not resolved at the eceding step: 1) by the technical and contractual personnel for each party perfo ing this Subcontract, 2) by executive management of each arty, 3) by mediation, 4) by arbitration if both parties agree or 5) through t court system of the jurisdiction of the AMEC office that ante this Agreement. CLIENT hereby waives the right to trial by jury for any di utes arising out of this Agreement. 8. STANDARD OF CARE. AMEC shall perform its services in a manner consistent with the Stan rd of care and skill ordinarily exercised by members of the professi practicing under similar conditions in the geographic vicinity and t the time the services are performed. This Agreement neither makes r intends a warranty or guarantee, express or implied. 9. INDEMNITY. Client waives ny claim against AMEC, its officers, employees and agents d agrees to defend, indemnify, protect and hold harmless AMEC and its office , employees and agents from any and all claims, habilitie damages or expenses, including but not limited to delay of the project, reduction of property value, fear of or actual exposure to or r ease of toxic or hazardous substances, and any consequential damages of whate r nature, which may arise directly or indirectly, to a party, as a result of the services provided by AMEC under this Agreement, unless such jury or loss is caused by the sole negligence of MEC. All claims by Client shall be deemed relinquished unless filed within one (1) year after s bstantial completion of the services. 10. LIMITATION OF LIABILITY. Notwithst ding any other provision of this Agreeme , Client agrees to limit AMEC's and Its officers, directors, employees and agents liability due to pr essionai negligence and to any rabili arising out of or relating to this Agreement to the lesser of $50,000 or the stated value of this Agree nt. This limit applies to all servi s on this project, whether provided under this or subsequent agreements, unless modified in writing, agr d to and signed by authorize representatives of the parties. In addition, AMEC shall not be liable for consequential, incidental or indirect d ages as a result of the pe rmance of this Agreement. 11. INSURANCE. AMEC will maintain insurance this Agreement in the allowing types: 1) worker's compensation insurance at statutorily required levels, 2) comprehensive general liability i urance and 3) auto otive insurance. 12. RESPONSIBILITY. AMEC is not responsible for th mpletion or qu ity of work that is dependent upon or performed by the Client or third parties not under the direct control of AMEC, nor is A C responsibl for their acts or omissions or for any damages resulting therefrom. 13. EXCLUSIVE USE. Services provided under this Agre ent, incl ing all reports, information or recommendations prepared or issued by AMEC, are for the exclusive use of the Client for the pr ' ct sp 'fled. No other use is authorized under this Agreement. Client will not distribute or convey AMEC's reports or recommendations to n person or organization other than those identified in the project description without AMEC's written authorization. Client releases AMEC m liability and agrees to defend, indemnify, protect and hold harmless AMEC from any and all claims, liabilities, damages or expenses ansi , whole or in part, from such unauthorized distribution. 14. FIELD REPRESENTATION. The presence of AMEC's or is su mractors' field personnel, may be for the purpose of providing project administration, assessment, observation and /or field testi Shou a contractors) not retained by AMEC be involved in the project, Client will advise such contractors) that AMEC's services do of include upervision or direction of the means, methods or actual work of the contractor(s), his employees or agents. Client will so inform con ctor that the presence of AMEC's field representative for project administration, assessment, observation or testing, w' not relieve the c tractor of its responsibilities for performing the work in accordance with applicable regulations, or in accordance with oject plans and spec cations. If a contractor is involved on the project, Client agrees AMEC shall not be responsible for working conditio s on the job site includin he safety and security of persons or property. 15. ENVIRONMENTAL LIABILITY. Client has and s all retain all responsibility a liability for the environmental conditions on the site. All non - consumed samples shall remain the property the Client, and Client shall be sponsible for and promptly pay for the removal and lawful disposal of samples, cuttings and hazardous aterials, unless otherwise agree in writing. If appropriate, AMEC shall preserve samples obtained for the project for not longer than 3 days after the issuance of any docum t that Includes the data obtained from those samples. 16. TERMINATION. This Agreement may be erminated by either party upon ten (1 days written notice to the other. In the event of a termination, Client shall pay for all reaso ble charges for work performed and demob ation by AMEC to date of notice of termination. The limitation of liability and indemnity oblig ons of this Agreement shall be binding notwiths ding any termination of this Agreement. 17. ASSIGNMENT. Neither client nor AM C shall assign its interest in this Agreement without a written consent of the other. 18. GOVERNING LAW. This Agreemen is governed by the law the judicial jurisdiction of the A C office that entered this Agreement. Client and AMEC acknowl9dge that each has read and agrees to the rms and Conditions, which are incorporated herein and m de a part of this Agreement. Client: AMEC Gaomatrix Inc. By: By: Date: Date: November 2. 2010 US-6 T &M Rev. 02/09 Proiect No.: TABLE 1 - REVISED COST SUMMARY Proiect Name: Santa Ana River Marsh - Semenink Slnnnh "40 1, it t° 411 hate• NnVemheY Q 2n10 LI" t Estimated Task Hours Lump Principal Senior Project Admin Graphics Totaled Sum $ 250.00 $ 185.00 $ 130.00 $ 65.00 $ 85.00 Costs Prepare SAP using USACE as a template 1 4 12 8 6 $ 3,580.00 Field Sampling 4 40 4 $ 6,200.00 Grain Size Compatibility Analysis 1 6 $ 965.00 Reporting includes Tier II data analysis performed by Senior level 1 10 1 22 8 8 $ 6,160.00 Total Hrs: 2 19 80 20 14 SUBTOTAL $ 16,905.00 Lump Sum Unit Rate Est, No. of units Sample Collection Vibracore Driller $ 3,755.00 2 $ 7,510.00 core catcher $ 95.00 1 $ 95.00 soft core liner $ 1.50 80 $ 120.00 Drilling crew per diem $ 555.00 2 $ 1,110.00 Chemical Analysis $ - Volatile Solids $ 40.00 1 $ 40.00 Oil & Grease $ 65.00 1 $ 65.00 TRPH $ 95.00 1 $ 95.00 Dissolved Sulfide $ 70.00 1 $ 70.00 Total Sulfide $ 50.00 1 $ 50.00 etals (As, Cd, Cr, Cu, Pb, Ni, Se, A , Zn ) $ 250.00 1 $ 250.00 Mercury $ 50.00 1 $ 50.00 Or anochlorine Pesticides $ 225.00 1 $ 225.00 PCB Aroclors $ 120.00 1 $ 120.00 PCB Congeners $ 400.00 1 $ 400.00 henols, Phthalates, PAHs $ 375.00 I $ 375.00 H $ 15.00 1 $ 15.00 Total organic carbon $ 120.00 1 $ 120.00 Or anotins $ 280.00 1 $ 280.00 otal Solids $ 20.00 1 $ 20.00 Ammonia Marine $ 60.00 1 $ 60.00 ate Courier Charge $ 100.00 1 $ 100.00 SUBTOTAL Est. No. Unit Rate of units Physical Testing Hydrometer $ 95.00 5 $ 475.00 Sieve Analysis $ 95.00 5 $ 475.00 tterber Limits $ 130.00 5 $ 650.00 SUBTOTAL $ 1600.00 Page 1 �r TOTAL ESTIMATED COST $ 29,975.00 Assumptions: This cost assumes the SC DMMT will require a separate SAP for the City of Newport Beach locations. We plan to use the existing SAP for the USACE portion of the project and modify it to discuss the City's 5 locations. The City will provide a recent bathymetry survey, project elevations for the 5 vibracore holes, and a total estimated dredge volume. Testing program and sample quanitities for analyses are based on the USACE SOW dated August 4, 2010. Vibracore locations are based on a CADD drawing sent to AMEC Geomatrix by the USACE. Cost includes 2 days of vibracore time to collect additional sample volume for potential Tier III sample testing. AMEC Geomatrix will prepare a report for the City Of Newport Beach containing only the data from its five vibracore locations. The report format will be similar to that required by the USACE and will include grain size compatibility analyses and Tier II data analysis. This cost does not include any fees associated with assisting the City of Newport Beach with permitting or the actual dredging of the channel. Assumes that the reference site samples will be collected and analyzed as part of the USACE project. Lump Est. No. Equipment/Reproduction Sum of units Report Reproduction $ 100.00 1 $ 100.00 Vehicle and mileage $ 100.00 1 $ 100.00 Field supplies $ 100.00 1 $ 100.00 SUBTOTAL $ 300.00 SUBTOTAL $ 1,90020 TOTAL ESTIMATED COST $ 29,975.00 Assumptions: This cost assumes the SC DMMT will require a separate SAP for the City of Newport Beach locations. We plan to use the existing SAP for the USACE portion of the project and modify it to discuss the City's 5 locations. The City will provide a recent bathymetry survey, project elevations for the 5 vibracore holes, and a total estimated dredge volume. Testing program and sample quanitities for analyses are based on the USACE SOW dated August 4, 2010. Vibracore locations are based on a CADD drawing sent to AMEC Geomatrix by the USACE. Cost includes 2 days of vibracore time to collect additional sample volume for potential Tier III sample testing. AMEC Geomatrix will prepare a report for the City Of Newport Beach containing only the data from its five vibracore locations. The report format will be similar to that required by the USACE and will include grain size compatibility analyses and Tier II data analysis. This cost does not include any fees associated with assisting the City of Newport Beach with permitting or the actual dredging of the channel. Assumes that the reference site samples will be collected and analyzed as part of the USACE project. ACORO® DATE (MM /DD /YYYY) CERTIFICATE OF LIABILITY INSURANCE os /oz /zolo PRODUCER ADD Risk Services Northeast, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY Parsippany N] Office AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 10 LanTdex Center West CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE P.O. Box 608 COVERAGE AFFORDED BY THE POLICIES BELOW. ., Parsippany N3 07054 -0608 USA (PHONE -(866 ) 283 -7122 FAx -(847 ) 953 -5390 INSURERS AFFORDING COVERAGE NAICp w INSURED INSURERA. Zurich American Ins Co 16535 i AMEC Geomatrix, Inc. INSURER B_ American Guarantee & Liability Ins Co 26247 2101 Webster St., 12th Floor Oakland CA 94612 USA INSURER C: 9 MSURER D, u 9 ' INSURER E', o COVERAGES SIR applies per terms and conditions of the policy S 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED MSR A LM INSR TYPEOFWSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE(MM/DD/1'YYY DATE(MM/DDNYYY A REAL LIABILITY GL0337359909 0510112010 05/01/2011 EACH OCCURRENCE $1,000,000 'X COMM)IiRCIALGENERALLIABILITY DAMAGETORENTED $1,000,000 CLAIMS MADE © OCCUR PREMISES ( occurrence) An hffiD EXP n .... person PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $2,000,000 ❑ POLICY © PRO- Ej JE M LOC A AUTOMOBILE LIARILUIE BAP337360009 05/01/2010 05/01/2011 COMBINED SINGLE LIMIT ANY AUTO (Ea azciden0 $1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per person) FIRED AUTOS BODILYINMY NON OWNED AUTOS (Per accidenent) U COMP Ded $1,000 X PROPERTY DAMAGE (Per accident) Collision Ded $1,000 GARAGE LIABILITY AUTO ONLY- EA ACCIDENT ANY AUTO OTFIERTHAN EA ACC H AUTO ONLY AGG EXCESS / UMBRELLA LIABILM EACH OCCURRENCE OCCUR ❑ CLAIMS MADE AGGREGATE BDEDUCTIBLE RETENTION 8 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC 48 1 X WC STATU- RY L OTH. C E.L. EACH ACCIDENT $1,000,000 ANYPROPRIETOR /PARTNER /EXECUTIVE IN I OFP[CERMIEMBER EXCLUDED? E.L. DISEASE -EA EMPLOYEE $1,000,000 (Mandaro,y in NH) I fye ;describe under SPECIALPROVISIONS bebw EE.L. DISEAS &POLICY LIMIT $1,000,000 A OTHER EOC938Sional POC93835780 /P011 Ut10D 05/01/2010 0 /01/2011 Any One Claim /Aggregate $1,000,000 Archi t &Eng Prof DESCRIPTION OF DPERXGONCI- -- ITIONCPJEHICLESiEXCLUSIONS ADDED RY ENDORSEMEARNPECi.AL PROVISIONS where required by written contract'City of Newport Beach, its elected or appointed Glficers, officials, employees, agents and volunteers, are included as additional insured to the General Liability and Automobile Liability C:EHTIF'1CA I E HOLDER CANCELLATION City, of Newport Beach SHOULDANYOF THEABOVEDESCMBFAPOUaESBECANCELLEDBEFORETHEE XPIRATJON Public works Department DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Attn: Shauna Oyler IU DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO $0 SHALL IMPOSE NO OBLIGATION OR LIABILITY 3300 Newport Boulevard Newport Beach CA 92658 -0000 USA OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATNE ACORD 25 (2009101) 01988.2009 ACORD CORPORATION. All rights r The ACORD name and logo are registered marks of ACORD N O W O O 0 z i V 4. v u Attachment to ACORD Certificate for AMEC Geomatrix, Inc. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED AMEC Geomatrix, Inc. 2101 Webster St., 12th Floor Oakland CA 94612 USA ADDITIONAL POLICIES INSURER INSURER INSURER INSURER If a policy below does not includ certificate form for policy limits. on LTR R ADDT, INSRD TYPE OF INSURANCE POLICY NUMBER POLICY DESCRIPTION POLICY EFFECTIVE DATE POLICY EXPIRATION DATE LIMITS DESCRIPTION OF OPERATIONS/ CATIONWEmCLESIEXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS ,policies. The Insurance provided is Primary and Non- Contributory with any other insurance maintained by the additional insured. waiver of subrogation is granted in favor of the City of Newport Beach, its officers, agents, employees and volunteers under the workers Compensation policy where required by written contract. see attached Endorsements. Certificate No : 570038707119 AG. � CERTIFICATE OF LIABILITY INSURANCE DATE(MM /ODA'YW) 21DBaD,D 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: lithe 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 ABU Risk Services Northeast, Inc. Parsippany N] office 10 Lanidex center West P.O. Box 608 Parsippany N] 07054 -0608 USA CONTACT NAME: PHONE 1 (866) 283 -7122 NP (847) 953 -5390 EI&E Daa ss: cUSiOMER ID In 10650550 INSURERISI AFFORDING COVERAGE NAIC# GLU INSURED INSURER A: Zurich American Ins CO 16535 AMEC GeOmatrl X, Inc. 2101 webster fit., 12th Floor INSURER B: American Zurich Ins Co 40142 INSURERC: Oakland CA 94612 USA INSURERD:_- UgMAG O R PREMISES Ea Oeeullence INSURER E: CLAIMS -MADE %❑ OCCUR INSURER F: 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. Limits shown are as requested THEIR LT TYPE OF INSURANCE ALUM Rean SWRI Von POLICYNUMEER POLICY EFF immra 'VYT POLICY EXP -War LIMITS A GENERALLIABILRY GLU EACHOCCURRENCE $1,000,000 % COMMERCIALGENERALLIARIPTY UgMAG O R PREMISES Ea Oeeullence $100,000 CLAIMS -MADE %❑ OCCUR MEp E%PPny0Re FntP) „ $5,000 PERSONAL It AM INJURY $1,0001000 GENERAL AGGREGATE $2,000,000 GEN'LgGGREGATELIMIT APP LIES PER PRODUCTS � COMPIOP AGO $2,000,000 POLIGY X P , % LOC A AUTOMOBILE LIABILITY RAP 373600 -09 05/01/201005 01/2011 COMBINED SINGLE OMIT Ea GJem $1,000,000 BOMLV INIUflY(Pa pelsonl X qNY AUTO X ALL OWNED AUTOS BODILY INJURY IPerecuJenp SCHEOULEDAUTOS PROPERN DAMAGE % WREOAUTOS Pel aaiEenl X NONOWNEDAUTOS x cPmv DI 91,000 UMBRELLA UAB OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAR CWME -MADE DEDUCTIBLE RETENTION • WORKERS COMPENSATION AND EMPLOYERS' LIABILItt ANYPROPRIETORIPARTnED EAECV rIVE OF.CF.RIMEMP.ER E%0.UCE07 (wrew.ry In NH) u NIA WC350486609 05/01 2010 OS /01/2011 x I WC STATV- OTIT TORY Uat, R al E.L. EACH ACCIDENT $1,000,000 5.1- DISEASE�EA EMPLOYEE .$1,000,000 D y d.alce mm.. DE5CRIPTVN OF OPERATIONS Aek,' E.L. DISEASE�POLICY LIMIT $1,000,000 • Archit &En9 Prof EOc938357802 OS /01/2010 05101/2011 Any One claim /A991 $1,000,000 Professional /Pollution SIR applies per policy ter s & condi ions DESCRIPTION OF OPERATIONS I LOCATIONS I VEHIGLES DRI A60Rn 14L AtlJillPnal RemaAS S0,dule, it more space is reyuaeL) Semeniuk Slough, located in the Santa Ana River marsh. The Newport Bi oswale Project, and The Moro Canyon State Park Project. I required by Iri CCen contract City of Newport Beach, its elected or appointed officers, officials. employees, agents and volunteers, are included as additional insured to the General Liability and Automobile Liability policies. The Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WUH THE POLICY PROVISIONS. City Of NCWport Reach AUTHORIZED REPRESENTATIVE Public works Department _ Attn: Shauna Oyler 3300 Boulevard Newport Beach Beach [A 92658 -0000 USA y� ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109( The ACORD name and logo are registered marks of ACORD w` d 7i c b a V x i� n Z N F O m U Attachment to ACORD Certificate for AMEC Geematrix, Int. The terms, conditions and provisions noted below are hereby attached to the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURER AMEC Geematrix, Inc. 2101 Webster, St., 12th Floor Oakland CA 94612 usA ADJ)rrIONAL POLICIES If a policy below does not incluc certificate form for policy limits. refer to the cmTesoondinB nolicv on the ACORD INSR LTR TYPE OF IKSUBANCE ABBL INBft SUBR \TY0 POLICYNUMBER/ POLICY DESCRIPTION POLICY FFF (alMRRWYYYYI POLICYBAP (SIDRODIYYYYI IIMITB AUTOMOBILE LIABILITY X Collision Ded 81,001 Certificate No : 570041003770 i AGENCY CUSTOMER ID: 10650550 LOC ii: Ate%° ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Aon Risk Services Northeast, Inc. NAMED INSU ED AMEC Geomatrix, Inc. POLICY NUMBER See certificate Number: 570041003770 CARRIER See Certificate Number: 570041003770 NAIC CODE EFFECME DATE: ITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD26 FORM TITLE: Certificate of Liability Insurance AEElrnnal ci s dplb el OpemHws1Loeetlens 1Vehi0es provided is Primary and Non - contributory with any other insurance maintained by the additional insured. waiver of Subrogation is granted in favor of the city of Newport Beach, its officers, agents, employees and volunteers under the Workers Compensation policy where required by written contract. see attached ACORD 101 (2008101) © 2D08 ACORD CORPORATION. All rights reser The ACORD name and logo are registered marks of ACORD Additional Insured — Automatic — Owners, Lessees Or Contractors Policy No. F -xn. Uote of Pol. Efr. Dmc of End. .Avenoy No. Addl. Prem. Relorn Yrun. G�0337359909 1 05101/2011 J 05/0112010 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAL) IT CAREFULLY. Named insured: Address (includin; ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section U — Win Is An insured is amended to include as an insured any person or organization who volt are re- quired to add as an additional insured on this policy under a written contract or written agreement. B. The insurance provided to the additional insured person or organization applies only to "bodily injury', "property damage' or "personal and advertising injury' covered, under SYCIION I - Coverage A - Bodily Injury And Property Damage Liability and Section I - Coverage B - Yersgnal And Advertising Injury Liability, but only with respect to liability for "bodily 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 and resulting directly from: " a, Your ongoing operations performed for the additional insured, which is the subject of the written con- tract or written agreement; or b. "Your work' completed as included in the "products- completed operations hazard", performed for the additional insured, which is the subject of the written contract or written agreement. C. 'However, regardless of the provisions ofparagraphs A. and B. above: 1. We will not extend any insurance . coverage to any additional insured person or organization- . . That is not provided to you in this policy; o' h. That is any broader coverage than you are required to prorade to the additional insured person or or- ganizarion in the written contract or wollov agreement; and 2. We will not provide. Limits of Insurance to any additional insured person or organization that exceed vile lnWCr of`. a. The Limits oflnsm'ance provided to you ill this policy; or It. The Limits of lnsurance you are required to provide, in the written contract or tmriucfl ugreemod. I �aicnal of h:saancc Sc:,ico Offim Ina.. wits its germision. haErl fcpy 1). The insurance provided to the additional insured person or organization does not apply to: "Bodily injury', "property damage" or "personal and advertising injury/' arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2, Supervisory, inspection, architectural or engineering activities. E. The additional insured must see to it that: 1. We are notified as soon as practicable of an "occurrence" or offense that may result ill a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision 'does not apply to insurance on which the 'additional insured .is a Named Insured, if'tbe written;conlract or written agreement requires that this coverage be primary.and non- contributory. .F,or the.coverage provided . by,this endorsement. 7.. The to how z ing 'para9 rap is added 4o Paragraph 4.a- of the Other Insurance Condition .of Section IV - - Commercial General Liability CondWons .:. This insurance is primary insurance as respects our coverage to the additional insured person or organiza- tion, where the written contract or written agreement requires that this insurance be primary and non- contributory. In that event, we will not seek contribution from any other insurance policy available to the - additional insured onwhich the additional iusured person ororgarilzation is -a Nanted Insgred,. -' 2.. -'_The follnwing:paragraph is .added to Paragraph; 4.b. of the Other Insuranco. Condition : of - Section 1V — ..Commercial General Liability. Conditions. This insurance, is excess over: Any of the other insurance, whether primary, - excess, contingent or on any other basis, available to an addi- tional insured, in which the additional insured on our policy is also covered as au additional. insured byat- tachment of an endorsement to another policyproviding coverage for the same "oecancited', claim or "snit'. This provision does not apply to any policy in which the additional inhered is a Named Insured on such other policy and where our policy is required by written contractor written agreement to provide coverage to the additional insured on a. primary and non - contributory basis. G. This endo sontent does not apply to „an. additional insured which Iris been added to this policy by an endorse - mcnt showing the additional insured in a Schedule of additional insureds, and which endorsement applies spe- cifically to that identified additional insured. Any provisions in this Coverage Part not charged by the terms and conditions of this endorsement continue to apply as wriuvn. 11)clntlt3 cotlVlieltl Cd ;It Nlel'i)1 of ItMtimuce services of lice, Eltt'., 1� ?tli il. +' 1 ?cYJI).t.: -Ir,g. K,M c,p U -GL -1171 13 CIA A.CaRO® CERTIFICATE OF LIABILITY INSURANCE DATE 1MMrDO/YYYY) MI&THDR1 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 pollcy(les) must be endorsed. If SUBROGATION IS WANED, 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 Pon Risk Servi CeS Northeast, Inc. Parsippany NJ office CONTACT NAME (866) 283 -1122 FAX. (847) 953 -5390 10 Lanidex Center West P.O. Box 608 Parsippany NJ 07054 -0608 USA EAAWL PRODUCE: PRODUCER 10650550 ENSURER(S) AFFORDING COVERAGE NAICp A INSURED INSURER A: Zurich American Ins CA 16535 AMEC Geomatrix, Inc. 2101 Webster St., 12th Floor INSURER B: American Zurich Ins Co 40142 INSURER.: ±1,000,000 Oakland CA 94612 USA INSURERD: % COMMERCIALGENERALIIABILITY INSURERS: INSURER F: PREIVISSS(gestrouromra COVERAGES CERTIFICATE NUMBER: 570041003770 REVISION NUMBER: In w` as m 9 9 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. Limits shown are as requested LTR TYPE OF INSURANCE RISE MD FOLICYNJMBER MMIDb1YBYYY MXUDDM/YT LIMITS A GENERALLIABNTY GLO EACHOCCURRENCE ±1,000,000 % COMMERCIALGENERALIIABILITY PREIVISSS(gestrouromra $100,000 CLAWSuADE ❑X OCCUR MEDEXP (Any one person) $5,000 ° PERSONAL It ADV INJURY $1,000,000 Cs GENERAL AGGREGATE $2,000,000 g GEN'LaGGREGATELIMIT APPLIES PER. PRODUCTS AGG $2,000,000 POLICY % PRO X LeC A AUTOMOBILE LIABILITY BAP 3373600 -09 1/201D 05 /O1 2011 COMBINED SINGLE LIMIT IED $1,000,000 BODILY INJURY(per person) ANYAUTO Z ALL OWNED AUTOS �, BODILY INIURY(Per oesidem) PRO PERNDAMAGE JX scHEDULED autos U HIREDAUTOS IPerawbenlryON OWNED AVT05 comp oaest000 UMBRELLA LIAB OCCUR. EACHOCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MOE DEDUCTIBLE RETENTION B WORKERS COMPENSATIONAND WC3504 86609 0510112010 0510112011 We STATU- 0TH. X TORYLIMITS ER EMPLOYERS' LIADILITY YIN E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETORIPARTNERIEXECUTIVE OFFICEWMEMBER EXCLUDED? N IMandot.q Ir NBl ❑ NIA E.L. DISEASE-EA EIAPLOVEE $1,000,000 Ilyes eesCribe Under DE SCRIPTN)N OF OPERATIONS below I! I. DISEASE - POLICY LIMIT $1,000,000 A Archit &Eng Prof EOC938357802 05/01/2010 05/01/2011 Any one Claim /Aggrel $1,000,000 Professional /Pollution ti SIR applies per policy ter is & condi ions DEBCRIPT[ON Df OPERATIONS 1 LOLgT10N51 VEMICLE51Pllacb ACORO 141, AEeaional RemerMS ScEpEU¢. n mMC SPaceiS regYlrtE) semeni Uk Slough, located in the Santa Ana Ri Ver Marsh. The Newport Bi OSwale Project, and The Moro Canyon State Park Project. Where required by written contract city of Newport Beach, its elected or appointed officers, officials, employees, agents and volunteers, are included as additional insured to the General Liability and Automobile Liability policies. The Insurance CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE CTS POLICY PROVISIONS. City Of Newport Bedell AUTHORIZED REPRESENTATIVE Public works Department Attn: Shauna Oyler 3300 Newport AOUIEvA,d _ Newpor CA Beach CA 92658-0000 USA ©1988 -2009 ACORD CORPORATION. All rights reserved. ACURD 25 (2009109) The ACORD name and logo are registered marks Of ACORD Attachment to ACORD Certificate for AMEc Genmatrix, Inc. The teems, conditions and provisions noted below are hereby anached tO the captioned certificate as additional description of the coverage afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy. INSURED AMEC Geomatrix, Inc. 2101 Webster St., 12th Floor Oakland cA 94612 USA ADDITIONAL POLICIES If a policy below does n INSURER u� MSURER INSURER NSURFR INSURER Ot include limit intbrmation, refer to the corresponding policy on the ACORD certificate form for policy limits_ INSR LTR 1 TYPE OF INSURANCE ADDL INSR SUBR POUCYNUMBEW POUCYUESCRIPTION POLICYEFF IBIMIDDIYYlYI POLICY EEP IMMIDDnYYYI LIMITS AUTOMOBILE LIABILITY X collision Ded 31,00, Certificate No : 570041003770 AGENCY CUSTOMER ID: 10650550 LOG #: " °® ADDITIONAL REMARKS SCHEDULE page 1 of 1 AGENCY Ann Risk Services Northeast, Inc. NAMED WSURED AMEC Geomatrix, Inc. POLICYNUMBER See Certificate Number: 570041003770 CARRIER see Certificate Number: 570041003770 NAIL 70—M EFFECTNE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance provided is Primary and Non - Contributory with any other insurance maintained by the additional insured. Waiver of subrogation is granted in favor of the City Of Newport Beach, its officers, agents, employees and volunteers under the workers compensation policy where required by written contract, see attached Endorsements. ACORD 101 )2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Insurance for this coverage part provided by: ZURICH A14ERICAN INSURANCE COMPANY ADDITIONAL INSURED ENDORSEMENT voncy rvumoer BAP 3373600 -D9 Renewal of Number tSl )J /JOVV -V _DAME OF PERSON OR ORGANIZATION: AS REQUIRED BY WRITTEN CONTRACT DESCRIPTION OF CONTRACT: WHO IS AN INSURED IS CHANGED TO INCLUDE AS AN "INSURED" THE PERSON OR ORGANIZATION NAMED ABOVE FOR "BODILY INJURY OR "PROPERTY DAMAGE" ARISING OUT OF' THE USE OF A COVERED "AUTO" WHILE THE COVERED "AUTO" IS BEIG USED PURSUANT TO A CONTRACT DESCRIBED IN THE SCHEDULE. HOWEVER, THE PERSON OR ORGANIZATION NAMED ABOVE IS AN "INSURED" ONLY FOR "BODILY INJURY" OR "PROPERTY DAMAGE" RESULTING FROM THE ACTS OR OMISSIONS OF: 1. YOU 2. ANY OF YOUR EMPLOYEES OR AGENTS; OR 3. ANY PERSON, EXCEPT THE EMPLOYEE OR AGENT OF THE PERSON OR ORGANIZATION NAMED ABOVE, OPERATING A COERPD "AUTO" WITH THE PERMISSION OF ANY OF THE ABOVE. U- CA- 388- A(07 -94) B :." C., WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 .] WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or Indirectlyto benefft anyone not named in the Schedule. Schedule ALL PERSONS AND /OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, TO PROVIDE WAIVER OF SUBROGATION UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND /OR ORGANIZATION This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise staled. (The inlcmrotion below is required only when this endorsoment is issued subseque at top, epanation of the policy.) Endorsement Effective 05101/2010 Policy No. WC350486609 Endorsement No Insured AMEC USA Holdings, Inc. Premium S Insurance Company American Guarantee 8 Liability Ins Cc Cmnnsesigned By WC 00 03 13 (Ed. 4 -84) Copyright 1983 National Council on Compensation Insurance. CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: Date Completed: Dept. /Contact Received From: _ Sent to: By: Company /Person required to have certificate: AMEC GEOMATRIX, INC. I. GENERAL LIABILITY A. INSURANCE COMPANY: ZURICH AMERICAN B. AM BEST RATING (A-: VII or greater): A +, XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? D. LIMITS (Must be $1 M or greater): What is limit provided? E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ® Yes ❑ No $1 M/$2M 04193011010. ❑ Yes R No IS ■ I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. NEW ACORD PER POLICY PROVISIONS WORDING II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: ZURICH AMERICAN B. AM BEST RATING (A-: VII or greater) A +, XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? $1M CSL E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A ❑ Yes ❑ No F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. NOTE: At ON AUTO -ENDT ATTACHED III. WORKERS' COMPENSATION AMERICAN GUARANTEE & LIAB INS CO NOT WHAT IS A. INSURANCE COMPANY: ON CERT BUT IS A ZURICH COMPANY B. AM BEST RATING (A-: VII or greater): A +, XV C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of nt Insurance Services Broker of record for the City of Newport Beach 10 -09 -10 Date ❑ Requires approval /exception /waiver by Risk Management B &B initials Comments: Approved: Risk Management Date ® Yes ❑ No