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HomeMy WebLinkAboutC-8269-2 - PSA for Construction Management Services for Lido Fire Station No. 2N cT` 9 AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH ERICKSON-HALL CONSTRUCTION CO. FOR CONSTRUCTION MANAGEMENT SERVICES FOR LIDO FIRE STATION NO. 2 THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. ("Two") is made and entered into as of this 21 st day of July, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ERICKSON-HALL CONSTRUCTION CO., a California corporation ("Consultant"), whose address is 500 Corporate Drive, Escondido, California 92029, and is made with reference to the following: RECITALS A. On June 9, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") for Construction Management Services for Lido Fire Station No. 2 ("Project"). B. On March 15, 2022, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to reflect additional services not previously included in the Agreement, extend the term of the Agreement and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two to increase the total compensation to reflect additional hours of work by Consultant beyond the number of hours included in the Agreement, as amended. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement, Exhibit B to Amendment No. One, and Exhibit B to Amendment No. Two shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Four Hundred Sixty Three Thousand Nine Hundred Thirty Seven Dollars and 50/100 ($463,937.50), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Four Thousand Five Hundred Seventeen Dollars and 50/100 ($24,517.50). 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Erickson -Hall Construction Co. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: _7/ 7 /9.7, By: � A A on C. Harp City Attorney ATTEST: 1 Date: 1 • /V4 rA By:,1&,r �e? Leilani I. Brown City Clerk �a U CITY OF NEWPORT BEACH, a California mu icipal corporation Date: By: V;e:-'- ng City Manager CONSULTANT: Erickson -Hall Construction Co., a California corporation Date: Signed in Counterpart By: Dave Erickson Chief Executive Officer Date: Signed in Counterpart By: Michael F Secretary [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Hall Erickson -Hall Construction Co. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -7/ 7 17,7- CITY OF NEWPORT BEACH, a California municipal corporation Date: By: By: A on C. Harp �' Grace Leung City Attorney y� City Manager ATTEST: CONSULTANT: Erickson -Hall Date: Construction Co., a California corporation Date: 11 jot 2-re— By: By: Leilani I. Brown Dave Erickson City Clerk Chief Executive Officer Date: `t 74 2 By: Michael F. Hall Secretary [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Erickson -Hall Construction Co. Page 3 EXHIBIT B BILLING RATES Employee Hours/Week Cost/Hour Duration ** Cost Nathan Complin 4 $145 6.68 $3,874.40 Brandon Hamlett 12 $145 6.68 $11,623.20 Byanka Nunez 8 $145 6.68 $7,748.80 Admin/IT 2 $95 6.68 $1,271.10 Additional Not -to -Exceed Amount $24,517 50 Erickson -Hall Construction Co. Page B-1 N Cr" 9 AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH ERICKSON-HALL CONSTRUCTION CO. FOR V CONSTRUCTION MANAGEMENT SERVICES FOR LIDO FIRE STATION NO.2 THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 15th day of March, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ERICKSON-HALL CONSTRUCTION CO., a California corporation ("Consultant"), whose address is 500 Corporate Drive, Escondido, California 92029, and is made with reference to the following: RECITALS A. On June 9, 2020, City and Consultant entered into a Professional Services Agreement ("Agreement") to provide construction management services for the construction of Lido Fire Station No. 2 ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement and Exhibit B to Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Four Hundred Thirty Nine Thousand Four Hundred Twenty Dollars and 00/100 ($439,420.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Sixty Eight Thousand Two Hundred Seventy Dollars and 00/100 ($68,270.00). 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] Erickson -Hall Construction Co. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 211 By: IJ4 on C. Harp G� o3laltz City Attorney ATTEST: Date: c3, 31. BrownLeilani 1. City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: '311*0 (70 Z Z By: G6yVanage . Leung Cr CONSULTANT: Erickson -Hall Construction Co., a California corporation Date: Signed in Counterpart By: Dave Erickson Chief Executive Officer Date: By:_ Digned in Counterpart Michael F. Hall Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Erickson -Hall Construction Co. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -2/1 By: 44 Aoton C. Harp uM o3►altti City Attorney ATTEST: Date: : Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager CONSULTANT: Erickson -Hall Construct i n Co , a California corporation Date.----?- �2/ ZeZz By: o Brandon Hamlett Project Manager Date: 3/Zig 20 ZZ B Nathan Complln Proiect Executive [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Erickson -Hall Construction Co. Page 3 EXHIBIT A SCOPE OF SERVICES PRECONSTRUCTION PHASE SERVICES • Estimate of Construction Costs: Consultant shall provide an estimate of construction costs. This shall include: • Takeoff quantities from plans and specifications; • Review estimating database for current construction costs; • Subcontractor outreach for various disciplines; and • Prepare and approve formal cost estimate. Erickson -Hall Construction Co. Page A-1 EXHIBIT B SCHEDULE OF BILLING RATES Additional construction management hours pursuant to Amendment No. One.- Employee ne: Em to ee Name: Job Title: Hours/Week: Rate/Hour: Duration: Cost: Nathan Com lin Project Executive 4 $145 16 $9,280 Brandon Hamlett Project Manager 12 $145 16 $27,840 B anka Nunez Assistant Project Manager 8 $145 16 $18,560 Admin/IT Administration & IT Su ort 1 2 $95 16 $3,040 Total Hourly Cost: Construction Cost Estimate Rate: $58,720 $9,550 Amendment No. One Not -to -Exceed Amount $68,270 Erickson -Hall Construction Co. Page B-1 PROFESSIONAL SERVICES AGREEMENT WITH ERICKSON-HALL CONSTRUCTION CO. FOR CONSTRUCTION MANAGEMENT SERVICES FOR LIDO FIRE STATION NO. 2 THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 9th day of June, 2020 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ERICKSON-HALL CONSTRUCTION CO., a California corporation ("Consultant'), whose address is 500 Corporate Drive, Escondido, California 92029, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide construction management services for the construction of Lido Fire Station No. 2. ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2022, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform Services attached hereto as Exhibit A and or "Work"). City may elect to delete certain sole discretion. 3. TIME OF PERFORMANCE all the services described in the Scope of incorporated herein by reference ("Services" Services within the Scope of Services at its 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Hundred Seventy One Thousand One Hundred Fifty Dollars and 00/100 ($371,150.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Erickson -Hall Construction Co. Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Nathan Complin to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Public Works Director or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. Erickson -Hall Construction Co. Page 3 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim, collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR 10.1 It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant Erickson -Hall Construction Co. Page 4 shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 10.2 Consultant agrees and acknowledges that no individual performing Services or Work pursuant to this Agreement shall: work full-time for more than six (6) months; work regular part-time service of at least an average of twenty (20) hours per week for one year or longer; work nine hundred sixty (960) hours in any fiscal year; or already be a CalPERS member. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Erickson -Hall Construction Co. Page 5 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. PREVAILING WAGES If any of the Work contemplated under the Agreement is considered a "public work", pursuant to the applicable provisions of the Labor Code of the State of California, including but not limited to Section 1720 et seq., not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman shall be paid to all workmen employed on such. 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 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. 17. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. OWNERSHIP OF DOCUMENTS 18.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Erickson -Hall Construction Co. Page 6 Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 18.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 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. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. 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 Erickson -Hall Construction Co. Page 7 discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST 25.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 26. NOTICES 26.1 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. 26.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at - Erickson -Hall Construction Co. Page 8 Attn: Public Works Director Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Dave Erickson Erickson -Hall Construction Co. 500 Corporate Drive Escondido, CA 92029 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant Erickson -Hall Construction Co. Page 9 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. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 29.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29.4 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. 29.5 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. 29.6 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. 29.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 29.8 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. 29.9 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. Erickson -Hall Construction Co. Page 10 29.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 29.11 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. 29.12 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] Erickson -Hall Construction Co. 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:a Qf2v By: Aaron C. Harp City Attorney ATTEST: �/_ Date: , N. 49up a/. mm, ►� /�irly ♦ . r Leilani 1. . •City Clerk o �Q CITY OF NEWPORT BEACH, a California munigipal corporation Date: 41(t A o t o By: Will O'Neill Mayor CONSULTANT: ERICKSON-HALL CONSTRUCTION CO., a California corporation Date: By: Signed in Counterpart Dave Erickson Chief Executive Officer Date: Signed in Counterpart By: Michael F. Hall Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Erickson -Hall Construction Co. Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: /.i..q %:zo By: ze; � 44 - Arron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Will O'Neill Mayor CONSULTANT: ERICKSON-HALL CONSTRUCTION CO., a California corporation Date: 6�9 dao z By: Dave Erickson Chief Executive Officer Date: �0� yA LO By: Michael F. Hall Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Erickson -Hall Construction Co. Page 12 EXHIBIT A SCOPE OF SERVICES Erickson -Hall Construction Co. Page A-1 EXHIBIT A SCOPE OF SERVICES CONSTRUCTION MANAGEMENT SERVICES — LIDO FIRE STATION NO. 2 PRECONSTRUCTION PHASE SERVICES • Site Evaluation - Consultant's construction management team shall conduct a site evaluation to understand existing site conditions, and surrounding environment. • Design Quality Control I Constructability I Value Engineering - Consultant shall hold regular design coordination meetings to review and coordinate plan development against the more detailed budget and constructability review. The budgets and constructability reviews will serve the City and the design professionals in making more informed decisions based on progressively more detailed cost data throughout the design process. • Verification of Existing Conditions - Consultant shall conduct site evaluations to understand and verify existing site conditions, existing facilities, and the surrounding environment. Consultant shall visit the site and, to the best of Consultant's ability, ensure that the design takes existing conditions into account. Value Engineering - Value engineering will be performed by Consultant's Construction Management Team to identify any opportunities to save time or construction without impact to design intent. Consultant will begin development of potential value engineering items in collaboration with the City and the design team, and will review potential VE proposals to determine if project benefits exist. Master Budgeting and Scheduling — Consultant's Construction Management Team shall review master program schedules and detailed project schedules. These schedules shall take into account design timelines, agency reviews, resource allocation, material procurement, long lead materials, detailed construction sequencing, phasing where applicable, building commissioning and close-out. Milestones shall be established throughout design and construction phases to quickly monitor overall progress. Detailed Construction CPM Schedule - Consultant shall review project schedules with timelines established in two ways: by phases of the project and by Consultant tasks within those phases. Special attention shall be placed (critical path milestones) on agency deadlines. All schedules shall be developed with input from the design teams and City staff. If required, project phasing and early material procurements will be considered. Regular updates shall be performed to evaluate actual performance against the baseline schedule. If delays are encountered, routine updates will provide early notice allowing implementation of contingency plans and the ability to implement a fast-track schedule. Pull Planning - Consultant will coordinate Pull Planning Sessions with prime contractors and will update the pull planning schedule weekly, as well as produce two-month look ahead schedules to ensure all contractors are on target for achieving milestone goals. Pull Planning is a commitment -based planning system where all team members continuously concentrate on eliminating waste and maximizing value by focusing on time. Every milestone and construction operation activity, from preconstruction through closeout, will be reviewed. Time commitments will be made by the trades. Commitments will be continually updated and unforeseen impacts overcome, as the team works toward the common goal of on time, on budget completion. • Preliminary and Detailed Estimates - Consultant shall review the preliminary budget provided by the architect, including soft costs, design costs, construction costs, etc. Consultant shall review the initial budget in collaboration with the project architect and based on the District's program. This shall include quantifying the scope of the various project components and relying on historical cost data for early project budgets. As construction documents are developed, Consultant shall advise the City and the architect if it appears that the construction cost may exceed the project budget and make recommendations to bring the construction costs within the City's budget. • Budget Control I Maintenance - In addition to Consultant's constructability reviews, value engineering analyses and cost estimating expertise, Consultant shall recommend appropriate project contingencies. • Contractor Prequalification - All prime contractors will be required to complete City's prequalification process to identify each respective contractor's performance track record, safety track record, insurance, DIR registration and financial strength. • General Conditions Document Preparation - Consultant shall work with the City and design teams to validate that the General Conditions documents are appropriate and the developed plans and specifications are in conformance with the City's program for Lido Fire Station No. 2. • Project Scoping — Consultant shall assist the City in evaluating project scope. BID/AWARD PHASE SERVICES • Bidder Interest — Consultant shall generate and encourage bidder interest in each project and provide assistance with such issues as bonding, insurance, and labor compliance. • Advertisements - The Public Contract Code has several stringent requirements regarding the proper advertisement of projects released for bidding. Consultant shall ensure the bid process conducted by the City will be advertised in full compliance with these requirements. • Pre-bid meetings and Site Visits - Pre-bid meetings will help develop bidder interest in the projects and provide assistance and coordination of questions regarding bid documents. • Addenda Review - Consultant shall review the City addenda during the bid phase for time, cost and constructability impact, and make appropriate comments and recommendations. • Bid Evaluation and Review - Consultant shall review contractor bids to validate that bids are responsive and bidders are responsible. Consultant shall confirm accuracy of contractor listings, validity of the bonds, contractor licensing and DIR registrations. • Contract Documents I NOAs and NTPs - Consultant shall assist the City with the preparation and distribution of contract packages, NOA (Notices of Award) and NTP (Notices to Proceed) on behalf of the City. CONSTRUCTION PHASE SERVICES • CPM Schedule Maintenance - Look ahead schedules shall be reviewed weekly at progress meetings and updated monthly. When required, recovery schedules utilizing trade stacking, work-arounds, and accelerated/ extended working hours will be initiated to mitigate impacts from unforeseen conditions or delays. • Storm Water Pollution Prevention Plan - Consultant's superintendents shall be CISEC (Certified Inspector of Sediment and Erosion Control) and QSP (Qualified SWPPP Practitioner) professionals. Consultant's Project Administrator shall be responsible for monitoring all construction site activities, including SWPPP and strict enforcement of Quality Control and Safety Programs. • Agency Interface — Consultant's construction management staff shall coordinate with local agencies throughout the construction process. • Schedule of Values - Each prime contractor will be required to produce a breakdown of their contract price as directed by the Construction Manager prior to receipt of their first payment for construction work performed. Consultant shall verify that each contractor's "Schedule of Values" is a reasonably accurate reflection of the work involved. • Quality Control Procedures During Construction — Consultant follows the United States Navy/Army Corps of Engineers QA/QC Program format. The Quality Control Program is an important aspect of any project and consists of a Quality Control Manager (typically the Superintendent), QC Specialists, Submittal Reviewers, and the City's independent testing laboratory for material sampling, testing and inspection. The QC Manager will conduct the following three phases of inspection: • Preparatory Phase — Prior to trade contractors starting work, Consultant shall hold trade contractor pre -installation meetings and review applicable specifications, drawings, submittals and testing plans. Consultant shall examine the work area to ensure required preliminary work is completed and examine materials for conformance with approved submittals. Construction Phase — Upon commencement of the work, Consultant shall establish the quality of workmanship required, resolve conflicts, review safety plan and coordinate with the testing agency for required testing. • Follow-up Phase — Ongoing with the work, Consultant shall ensure that the work is in compliance with the contract requirements, quality of workmanship is maintained, testing is performed and rework items corrected. Monthly Billing Procedures — Consultant's construction management team shall review and make recommendations pertaining to monthly payments by the City to the prime contractors. A percentage completion of each line item on each contractor's Schedule of Values shall be assigned and reviewed with the contractor and implemented into a monthly invoice that is distributed to the architect and the City for review and final approval. Preconstruction Conferences — Consultant shall schedule and chair preconstruction conferences with prime contractors to review procedural activities and requirements throughout the construction phase. • Project Record Documents — Consultant's Project Administrator will ensure that prime contractors maintain as -built documentation on a regular basis and as a condition of payment. • Document Control - Web -based software shall be utilized to manage contracts, submittals, RFIs, meeting minutes, correspondence, daily reports and notices. All project documentation shall be maintained electronically, including plans, specifications and submittals allowing for immediate transmission of routine documentation. • Submittal/Shop Drawings/RFIs - Consultant shall review all submittals, shop drawings and RFIs for accuracy and conformance with contract documents prior to passing them on to City's architectural and design consultant for the project. When necessary, Consultant shall suggest and require mock-ups be included in specifications to ensure desired standards are achieved. Consultant's Project Administrator will perform "pre -inspections" when subcontractors submit Inspection Requests to assure that each item is indeed ready for inspection. • Administration of Construction Contracts — Consultant's Project Administrator will be responsible for coordinating all jobsite activities, including SWPPP and strict enforcement of Quality Control and Safety Programs. In addition, Consultant shall ensure that City requirements are met regarding certified payrolls, and monitoring prime contractor insurance certificates for coverage, endorsements, limits and expiration dates. • Change Order Review - Consultant shall review and validate scope, price and time extensions and track all changes prior to forwarding to the City for final approval. Consultant shall negotiate fair change order prices with contractors, and review time extensions with careful analysis of site and weather conditions. • Contractor Claims - Upon receipt of notices and/or claims by contractors against the City for any alleged cause, Consultant shall perform a preliminary evaluation of the contents of each claim, and make recommendations to the City. • Project Meetings - Consultant shall conduct construction meetings with the City, design teams, and prime contractors to review construction progress, coordinate the work of various trades, and review schedule progress and quality of the work. Safety will be closely monitored — Consultant's safety program shall include daily safety inspections, weekly site safety meetings and periodic, unannounced site audits by Consultant's corporate Safety Manager. • Insurance Certificates — Consultant shall monitor all prime contractor insurance certificates for coverage, endorsements, limits and expiration dates. POST CONSTRUCTION I PROJECT CLOSEOUT SERVICES • User Training - Following start-up and commissioning, Consultant shall schedule necessary training and in-service for City personnel. Where feasible, training sessions will be videotaped for future use. • Punch List — Consultant's Project Administrator shall assist the architect in preparing a punch list for each prime contractor and verify completion of final punch list items for each respective contractor. • As -Built Documents - Throughout the construction phase the Project Administrator shall ensure that subcontractors update record drawings daily to reflect underground and concealed work. At project completion, record drawings will be saved electronically and provided to the City along with project closeout documents. • Project Closeout and Warranties — Consultant shall consolidate Operation and Maintenance Manuals, and Warranties into tabbed binders for ease of use. In addition to necessary hard copies of project documentation, Consultant will deliver an electronic file of all record documentation, including as-builts and record submittals, for future use and retrieval. • Final Lien Release — Consultant shall be responsible for reviewing all prime contractor billings including verification of final lien releases from all contractors, vendors and suppliers. EXHIBIT B SCHEDULE OF BILLING RATES Erickson -Hall Construction Co. Page B-1 EXHIBIT B SCHEDULE OF BILLING RATES CONSTRUCTION MANAGEMENT SERVICES — LIDO FIRE STATION NO. 2 PRE -CONSTRUCTION, PLAN CHECK & BIDDING PHASES Employee Name Job Title Hours Rate/Hour Activity Cost Nathan Com lin Project Executive 20 $ 165 Lump Sum $ 3,300 Daniel Adams Senior Project Manager 30 $ 155 Lump Sum $ 4,650 Brandon Hamlett Project Manager 64 $ 145 Lump Sum $ 9,280 B anka Nunez Assistant Project Manager 64 $ 140 Lump Sum $ 8,960 Estimating Staff Chlef Estimator/Estimators 60 $ 135 LumpSum $ 81100 Admin IT Administration & IT Su rt 30 95 Lump Sum 5 2,850 Preconstruction Hours Total .1 2681 Subtotal $ 37,140 CONSTRUCTION PHASE, PROJECT CLOSE-OUT AND POST CONSTRUCTION SERVICES Employee Name Job Title Hours/Week Rate/Hour Weeks Duration ** Cost Nathan Complin Project Executive 4 $ 145 52—$ 30,160 Daniel Adams Senior Project Manager 2 $ 145 52 $ 15,080 Brandon Hamlett Project Manager 8 $ 145 52 $ 60,320 B anka Nunez Assistant Project Manager 4 $ 145 54*** $ 31,320 Superintendent Construction Superintendent 25 $ 135 54*** $ 182,250 Admin IT Administration & IT Support 1 2 95 1 521 5 9,8801 Max Hours Wk. Total Max Construction Hours Total *fl 45 2398 3ubtatal $ 329,010 REIMBURSABLES Expense Allowance $ 3000.00 * Allocated hours for pre -construction phase **Assumes a 12 month construction duration *** Two weeks added to address project close out V Assumes a maximum number of hours. Additional hours at added fee at rates. Costs for all permits and plan check fees required for the project are excluded. Consultant has not included permitting fees, plan check costs, assessments, school fees, easements, and other agency or government fees or costs which may or may not be required for design and/or construction of the project. Services do not include temporary facilities during construction. Costs for sub -consultants are not included. Special third party commissioning services are not included. Surveying, subsurface investigations, utility location and/or coordination (other that review of City -provided existing record information) are not included. Reimbursable expenses are to be billed at cost with no added markups up to the specified allowance. IWAN11-31111111115•1 INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Erickson -Hall Construction Co. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions.- A. rovisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Erickson -Hall Construction Co. Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. Erickson -Hall Construction Co. Page C-3 G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Erickson -Hall Construction Co. Page C-4 Reyes, Raymund From: Customer Service <customerservice@ebix.com> Sent: Monday, July 13, 2020 5:14 PM To: Reyes, Raymund; Insurance Cc: sagar@ebix.com Subject: Compliance Alert -Vendor Number FV00000152 [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. FV00000152 Erickson -Hall Construction Co. Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.