HomeMy WebLinkAboutC-7884-1 - PSA for Ocean Piers Condition Assessment StudyT
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C-- AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
v WITH COWI NORTH AMERICA, INC. FOR
OCEAN PIERS CONDITION ASSESSMENT STUDY
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 10th day of January, 2022
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and COWI NORTH AMERICA, INC., a
Delaware corporation ("Consultant"), whose address is 1191 2nd Avenue, Suite 1110,
Seattle WA 98101, and is made with reference to the following:
RECITALS
A. On October 27, 2020, City and Consultant entered into a Professional Services
Agreement ("Agreement") to perform an Ocean Piers Condition Assessment Study
(Piers Inspection) which consists of inspecting, photographing, rating, classifying,
tabulating, and compiling a comprehensive report signed and sealed by a
California Professional Registered Civil Engineer or Structural Engineer which
details the conditions and deficiencies that need to be addressed for both above -
water and below -water support members and attachment hardware at both the
Balboa Pier and Newport Pier ("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to August 1, 2022.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on August 1, 2022, unless terminated earlier as set forth herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTOrYSS,O,FE9L
Date: /
By.
Atfrdn C. Harp
City Attorney
ATTEST:
Date: 93,2-
r
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
ByAq.Leung
ager
CONSULTANT: COWI NORTH
AMERICA, INC., a Delaware corporation
Date:
By: Signed in Counterpart
Thomas Dahlgren
Chief Executive Officer
Date:
' ''-� Counterpart
Jordan Toye
Secretary
[END OF SIGNATURES]
COWI NORTH AMERICA, INC. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTO Y'S /FFFIC�
Date: 9L
By:. t/1 �'1•
A r n C. Harp
City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: COWI NORTH
AMERICA, INC., a Delaware corporation
Date: %A *2-y
By:
Thomas ahlgren
Chief Executive 0
Date:.
`-f" ordan Q
etary
[END OF SIGNATURES]
COWI NORTH AMERICA, INC. Page 2
PROFESSIONAL SERVICES AGREEMENT
WITH COWI NORTH AMERICA, INC. FOR
OCEAN PIERS CONDITION ASSESSMENT STUDY
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 27th day of October, 2020 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and COWI NORTH AMERICA, INC., a Delaware corporation ("Consultant'), whose
address is 1191 2"d Avenue, Suite 1110, Seattle, WA 98101, 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 perform an Ocean Piers Condition
Assessment Study (Piers Inspection) which consists of inspecting, photographing,
rating, classifying, tabulating, and compiling a comprehensive report signed and
sealed by a California Professional Registered Civil Engineer or Structural
Engineer which details the conditions and deficiencies that need to be addressed
for both above -water and below -water support members and attachment hardware
at both the Balboa Pier and Newport Pier ("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 .
ollows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on August 1, 2021, unless terminated earlier as set forth herein.
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 ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and 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 One Hundred Seventy
Seven Thousand Six Hundred Forty Seven Dollars and 00/100 ($177,647.00), 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.
COWI North America, Inc. Page 2
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Warren Stewart 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. City's Director of Public
Works 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
COWI North America, Inc. Page 3
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.
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"), and which relate (directly or indirectly) to the
negligence, recklessness, or willful misconduct of the Consultant or its principals, officers,
agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone
employed directly or indirectly by any of them or for whose acts they may be liable, or any
or all of them.
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in
this indemnity shall be construed as authorizing any award of 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 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
COWI North America, Inc. Page 4
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
COWI North America, Inc. Page 5
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 CADD data delivered to City shall include the professional stamp of the
engineer or architect in charge of or responsible for the Work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the
modification or misuse by City, or anyone authorized by City, of CADD data; (b) the
decline of accuracy or readability of CADD data due to inappropriate storage conditions
or duration, or (c) any use by City, or anyone authorized by City, of CADD data for
additions to this Project, for the completion of this Project by others, or for any other
Project, excepting only such use as is authorized, in writing, by Consultant. By
acceptance of CADD data, City agrees to indemnify Consultant for damages and liability
COWI North America, Inc. Page 6
resulting from the modification or misuse of such CADD data. All original drawings shall
be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a
CD, and should comply with the City's digital submission requirements for improvement
plans available from the City's Public Works Department. The City will provide Consultant
with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall
be transmitted to City in formats compatible with Microsoft Office and/or viewable with
Adobe Acrobat.
17.4 All improvement and/or construction plans shall be prepared with indelible
waterproof ink or electrostatically plotted on standard twenty-four inch (24") by thirty-six
inch (36") Mylar with a minimum thickness of three (3) mils. Consultant shall provide to
City `As -Built' drawings and a copy of digital Computer Aided Design and Drafting
("CADD") and Tagged Image File Format (.tiff) files of all final sheets within ninety (90)
days after finalization of the Project. For more detailed requirements, a copy of the City
of Newport Beach Standard Design Requirements is available from the City's Public
Works Department.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. 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.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
COWI North America, Inc. Page 7
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at-
Attn: Director of Public Works
Public Works
COWI North America, Inc. Page 8
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at-
Attn: Warren Stewart
COWI North America, Inc.
555 12th St. Suite 1700
Oakland, CA 94612
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
COWI North America, Inc. Page 9
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
COWI North America, Inc. Page 10
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
COWI North America, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: to( 1 �'/Zr� Zo
By: 1
Aaron C. Harp
City Attorney
ATTEST: f ��
Date:
By:
f
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: 49�__
Will O'Neill
Mayor
CONSULTANT:
COWI NORTH AMERICA, INC., a
Delaware corporation
Date:
Signed in Counterpart
By:
Jack Gerwick
Vice President
Date:
Signed in Counterpart
By:.
George Niktaris
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
COWI North America, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM: CITY OF NEWPORT BEACH,
CITY ATTORNEY'S OFFICE a California municipal corporation
Date: l0%1 Z<, Date: _
By: By:.
Aaron C. Harp Will O'Neill
City Attorney �p Mayor
ATTEST: CONSULTANT:
Date: COWI NORTH AMERICA, INC.,
Delaware corporation
Date: /40
By: By:
Leilani I. Brown Ja _&Gerwick
City Clerk Vice President
Date:
By:
George Niktaris
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
COWI North America, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 10 S o
By: aa, .--. _P.�,r .
Aaron C. Harp
City Attorney 4_I
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:_
By: _
Will O'Neill
Mayor
CONSULTANT:
COWI NORTH AMERICA, INC., a
Delaware corporation
Date:
By: - - -- By:
Leilani I. Brown Jack Gerwick
City Clerk Vice President
Date:
yr _.
e Niktaris
hief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
COWI North America, Inc. Page 12
EXHIBIT A
SCOPE OF SERVICES
COWI North America, Inc. Page A-1
EXHIBIT A
SCOPE OF WORK
Consultant shall perform an Ocean Piers Condition Assessment Study (Piers Inspection) which consists of
inspecting, photographing, rating, classifying, tabulating, and compiling a comprehensive report signed
and sealed by a California Professional Registered Civil Engineer or Structural Engineer which details the
conditions and deficiencies that need to be addressed for both above -water and below -water support
members and attachment hardware at both the Balboa Pier and Newport Pier.
Consultant shall perform the following Services as detailed below:
Pre Field Work
i Submit work plan for City approval. Such plan shall include the divers' certifications, a list of
personnel and their contact information, a list of proposed equipment, an equipment staging
plan, the below -deck access method, and a work schedule that adheres to the seventy-five (75)
working days allotment.
a Attend a 90 -minute project kick-off meeting.
a Distribute the City -provided project information sheet to the Ruby's restaurant and/or other
establishments within 750' feet of the base of the project that could be impacted by the Piers
Inspection.
Field Work
• The work shall be performed in accordance with the US Army Corps of Engineers' inspection
protocols, Caltrans (California Department of Transportation) SM&I Inspection Procedures
Manual, or equivalent City approved procedures.
• Inspect all above -water wooden pier support members (blocking, stringers, piles, bracings, pile
caps, cap beams, bridging, lifeguard rescue ramp, the maintenance access catwalks under the
Ruby's restaurant at the end of Balboa Pier, sub -decking, etc.) and the above concrete deck
perimeter railings for cracks, splits, sectional losses, missing/broken members, and other
deficiencies that are preventing them from performing their intended functions.
# Inspect all pilings from pile cap/beam to mudline for splits, damages, hallow core, and overall
soundness. Confirm the pilings' cross-sectional integrity where pile wraps do not exist.
• As needed, remove all interfering marine growth covering the piles/wraps to facilitate the
inspections.
• Inspect all pile wraps for tears, damages, and tightness.
* If partially detached pile wraps are encountered, expose the affected piling sections for
examination and temporarily reattach the pile wrapping thereafter.
• Verify and confirm there is no gap at the pile wrap/mudline interface for each pile. Photograph
and report all gaps.
• Inspect all attachment hardware such as nails, screws, nuts, bolts, lag bolts, spacers, washers,
straps, turnbuckles, cables, hangers, base plates, and others for corrosion, damages, missing
parts, and other defects.
f Thoroughly examine ALL pile-to-cap/beam connections to ensure their continued service during
storms, large swells, and other high- energy events. Suggest additional hardware/ attachment
reinforcement when the existing connections appear aged or only satisfactory so as to minimize
future piling losses, especially the fender piles.
• Identify where shims need to be installed or replaced to provide continuous vertical load bearing
capacity.
a Inspect and report the condition of the below- deck lifeguard ramp and hoist.
• Attend weekly 30 -minute progress field meetings with the Project Administrator.
+ Notify the City of items that require immediate corrective actions.
Reports and Submittals
One (1) report is required for each Pier.
a Each Report shall consist of:
o An Executive Summary complete with an overall condition rating for that Pier.
o A detailed listing of all inspection findings and recommendations.
o The reports must be logically organized, starting from Bent No. 1 seaward. Consultant is
encouraged to provide the proposed reporting format to the Project Administrator for
collaboration and acceptance prior to continuing with report compilation so as to
minimize redundant efforts.
o Items that ranked as a "0" or "1", with "5" being best or new condition, shall be qualified
by accompanying photographs of the defect(s).
o Submit photographs of the below deck lifeguard rescue ramp and hoists.
a Transfer all findings onto a drawing or sketch to graphically show the overall scope and
extent of the deficiencies. If desired, City can provide the consultant with a gratis
AutoCADD file of the Piers' plan, profile, and sectional views on D -sized sheets to use as
the base template to complete this task.
o Prioritize and color code the suggested repairs as "Critical", "Strongly Recommended",
and "Recommended".
o Progress reports shall be submitted for review at 65% and 80% completion.
a Attend two (2) 1 -hour report review meetings at the City.
o Provide up to five (5) 15 -minute telephone calls.
All work will be performed in compliance with ASCE MOP 130 - Waterfront Facilities Inspection and
Assessment 1 and ASCE Underwater Investigations, Standard Practice Manual No. 101.
TASK 1— PRE -FIELD WORK
PRE -INSPECTION SITE VISIT
The project manager and field engineer will perform a site visit to familiarize themselves with the current
conditions and any access constraints for the inspection teams as well as for the future repair contractor.
Consultant will coordinate with City staff on site access, safety, security requirements, emergency and on-
site coordination contacts, and any other concerns that may arise. Consultant will examine the site to note
any remaining obstacles that would impact Consultant's inspection and bring such to the attention of the
City.
DATA GATHERING AND REVIEW
Consultant will review the existing drawings, previous inspection reports, and any completed repair
drawings/ photographs provided, including the recent repairs completed under City project "Ocean Piers
Maintenance, C-7126-1", which Consultant prepared in 2017 and the John S. Meek Construction Company
completed the repair. Consultant will identify any missing information that could be helpful for the
inspection.
From Consultant's previous inspection, there is already an electronic database of the members for survey
and documentation of findings. During the above and underwater inspection, the note takers will record
observations from the divers directly into this inspection database which is pre -populated with the results
of our previous inspection findings and repair information. This will assist the divers with locating existing
defects quickly and allow them to rapidly determine if the damage has increased in magnitude or extent.
Likewise, the above water inspectors will record results directly into hand- held devices.
INSPECTION PLANNING — GENERAL
Prior to the field activities, the team will develop a complete inspection plan and schedule for the City's
review and approval. Among other things, the plan will include:
■ Divers' certifications
* All personnel and their contact information
* Details of proposed equipment, with equipment staging plan, the below -deck access method,
* Work schedule showing the seventy-five (75) working days allotment
In addition, Consultant shall have an internal meeting to review the findings of the previous condition
assessment reports- and the typical repair details that may be utilized for the repair. By reviewing these
repair details in advance, the field inspection engineers will be able to assign most of the repair types
while in the field.
ENGINEERING INSPECTION PLANNING — UNDERWATER
Engineer -divers from Consultant will perform the underwater portion of the inspection under the
supervision of a California registered professional engineer -diver. The proposed method for the
underwater inspection of piles would then consist of the following:
1. Perform a Level I inspection on 100% of the piles: This level of effort includes a visual and tactile
evaluation to detect gross defects or breakage. Observed defects will be noted and assigned an
anticipated repair type.
2, Perform a Level II 2 inspection on approximately 10% of the piles: This level of effort will include
cleaning of marine growth in order to detect surface defects that may otherwise be obscured by
the marine growth. The existing protective wraps will not be removed. The cleaning will be
performed at three elevations; mudline, mid- level, and top of growth. A visual inspection of the
exposed portions of the pile will be completed. Observed defects will be recorded and an
anticipated repair type will be assigned to the pile. Note: as defined in ASCE Underwater
Investigations, Standard Practice Manual No. 101. Level 11 is a detailed inspection requiring the
removal of marine growth. Level 111 consists of testing using non-destructive or limited destructive
measures to quantify damage or deterioration of key structural members. Typical sampling and
tests could include taking cores for later lab testing and in-situ ultrasonic testing.
3. Perform Level III inspections for selected piles: A certain number of piles may also be selected for
testing, depending upon results of the Level I and Level II inspections. This is considered optional
work and would be priced and authorized separately at time of need. Typically, this may require
the removal and replacement of the wraps.
In order to identify all underwater defects requiring repair, it would be necessary to remove essentially
all the marine growth to observe splits, erosion, damage to wraps, etc. Since the full cleaning and
inspection of all elements would be costly to complete, a sampling is used to estimate the total expected
number of defects to be repaired. By performing the proposed inspection on a sample, Consultant can
reasonably determine final repair quantities in a short inspection time and at significantly reduced costs.
Cleaning all the elements will not reduce the future construction cost, as the piles will need to be cleaned
again prior to repair. If a significant percentage of piles are found to contain damage requiring action
following the Level II inspection, Consultant will meet with the City to determine a course of action.
Additional Level II inspections may be recommended, or additional repair materials orders may be
recommended based on the statistical findings. Locations fortheir application to be determined when the
repair contractor is on site.
ENGINEERING INSPECTION PLANNING —ABOVE WATER
The above water inspection comprises the under -deck (including utilities) and above -deck portions of the
structure. Consultant will be using a snooper platform for the under -deck inspection that has been
specially modified for working under California's ocean piers.
This will allow Consultant's engineers to get their hands on structural elements, allowing for a much more
thorough inspection, and also allow for up -close photographs. Generally speaking, it is not necessary to
access every bay in this manner and this proposal assumes that every other bay will be accessed by the
snooper, with intermediate bays visually inspected. In the event that a significant defect is observed in
the adjacent bay requiring tactile inspection, the snooper can be so positioned. This is a key component
of our inspection, but requires that full access to the deck be available. Generally this means that at least
15 ft of clearance along the rail be provided and tight corners will be avoided. Engineers will note, rate,
and record visible defects, and assign a proposed method of repair.
SAFETY PLANNING
While coordinating activities with the City, Consultant will develop and submit work plans for the City's
review and approval prior to the commencement of any field investigations.
Steps included in the work plan are typically:
• A pre-inspection/pre-dive kickoff meeting to be scheduled with the City and personnel with a
discussion of known hazards at the site.
* Vessel schedule review (if applicable) and an order of operations will be proposed for review and
approval.
Notifications to the Coast Guard, life guards, police, and others as necessarythat diving operations
will be conducted at the facility.
Dive Safety Plans in conformance with the US Navy Diving Manual limits.
■ Emergency procedures, numbers, and routes to medical facilities.
■ A review of any unusual marine activity expected in the area.
+ Additional items as necessary as planning proceeds.
Safety planning is for Consultant's personnel and the general public during our inspection activities only
and does not include any other work performed by others, including any maintenance activities or
construction contracts that may arise from this contract.
TASK 2 — FIELD WORK
Consultant will perform a Repair Design Inspection of the Pier as described above. This type of inspection
collects specific information regarding quantities and types of repairs needed. It anticipates that a repair
project is imminent, and that the information collected can be effectively incorporated into the repair
contract documents.
The team leader for the overall field inspection activities will be Mr. Warren Stewart, P.E., S.E. (CA). The
above water inspection will be led by Mr. Jim Kearney, P.E. (CA) and assisted by Marc Percher, P.E. The
underwater inspection leader will be engineer -diver, Jonathan Boynton, who will coordinate daily with
Mr. Kearney. The above water and underwater teams will be onsite at the same time. Both teams have
performed numerous pile -supported timber waterfront structure inspections, have worked together on
the previous Newport and Balboa pier inspection, and are very familiar with the common deterioration
mechanisms and repairs for marine timber structures.
Consultant's engineers and engineer -divers will record the following information:
• Type of defect (e.g. crack, erosion, or section loss)
• Location of defect (e.g. side of pile & elevation; deck soffit or bent sides, located X & Y)
* Position of the defect on the structural component (e.g. vertical or horizontal)
■ Size of the defect (e.g. length, width, and depth)
Photographs of the defects. Where visibility is limited, COWI will utilize a clearwater box with
underwater DSLR camera to record general conditions and typical defects.
For the above water inspections, Consultant will perform a complete visual inspection with tactile
inspection as needed and where possible. Photos will be taken to document findings.
Consultant will attend a weekly on-site 30 -minute progress meeting with the City's Project Administrator.
Interested City personnel are then welcome to join Consultant's inspection team during the inspection for
a tour of the structure above and below the deck to gain personal knowledge of the extent and severity
of the typical defects Consultant identifies. As occurred during Consultant's previous inspection of these
piers, the City will be immediately notified of any imminently hazardous conditions observed should such
be found.
PREPARE A DATA REPORT OF ALL DEFECTS
Consultant will prepare a written reportof findings, which will identify the type, size, location, and position
of the defects observed, provide photographs of typical conditions and defects, and summarize the total
quantities (data report). If requested, the report will be issued to City as a draft for review, questions,
comment, and discussion prior to our completion of the Repair Recommendation Report; otherwise it will
be included in the final report with recommendations.
As previously noted, all the defect information will be included in an electronic database. The data can
then be sorted and queried according to a number of parameters. For example, detailed repair lists can
be prepared depending upon the priority of the defects. Numerous lists can thus be easily generated
based upon City's requests.
TASK 3 — REPORTS AND SUBMITTALS
REPORT
Upon completion of the inspection and preparation of the defect database, Consultant will prepare a
comprehensive report of findings and recommendations for each pier according to the following:
* An Executive Summary complete with an overall condition rating for that Pier.
* A detailed listing of all inspection findings and recommendations.
■ The reports will be logically organized, starting from Bent No. 1 seaward.
Prior to submitting the report, Consultant will provide the proposed reporting format to the Project
Administrator for collaboration and acceptance.
Because all the information resides in a database, the bulk information in the reports can be automatically
generated according to a preferred style sheet.
City prefers to use a numeric item rating system 1 to 5, with "5" being best or new condition. While the
previous information was store using the ASCE MOP 130 mnemonic system (MN, MD, MJ, SV), Consultant
shall convert to City's preferred rating system.
Consultant shall take and report photographs of defects rated below "3" and as directed by the Engineer.
GRAPHIC PRESENTATION OF FINDINGS
The Consultant is aware that the results of this Study will be used as the basis to generate the Project's
construction bid documents. Therefore, the Study Reports must be complete and concise as required by
the Engineer for such purposes.
There are two methods to present the data: (1) using general details with a schedule of defects (this was
done for the previous repair project); and (2) a cross-section for each bent with notation regarding the
items to be replaced/ repaired. Method 1 is easier if vector AutoCAD drawings are desired. Method 2 is
possible if sketches (as shown above) can be assembled as raster images in the AutoCAD drawings.
Our cost proposal assumes either Method 1 or Method 2.
PRIORITIZE NEEDED REPAIRS AND MAINTENANCE
Consultant will evaluate and prioritize the repairs needed. During the inspection, each defect will be
assigned a repair type and given a priority code. These can be color coded as needed.
Because all the defects are included in the database, reports can be run to identify and group defects
according to their severity code. From this list, a repair project can be created to address those that are
most severe and then include lower priority repairs according to City budget.
Deliverables: A comprehensive report to include:
* inspection overview and methodology;
* summary of findings and design recommendations, based on repair needs;
assessment criteria;
• condition report of piles, pile caps, pile wraps, bracing, stringers, attaching hardware, and any
noted attributes;
+ new improvements and repair needs recommendation; and
+ electronic library of all images taken during the inspection process. Progress submittals will be
submitted for review and comment by the City at the 65% and 80% completion levels. Upon
receipt of written comments, Consultant will address and incorporate comments as applicable
into the report and submit a final report. All submittals will be by electronic file (PDF) only.
LIMITATIONS AND ASSUMPTIONS
This Scope of Services is based upon the following assumptions and limitations.
1. Delays beyond Consultant's control during inspection will be charged at the standby rates
indicated in the Billing Rates, if prior written approval is obtained by City.
2. In order to take advantage of light wind and ocean swells in the morning, Consultant will start
work as soon as daylight permits. Although Consultant plans on an 8 hour work day + lunch,
circumstances may require additional hours. There will be no additional charge for over- time.
Also, circumstances may require that Consultant work on Saturdays.
3. Areas under the foot of each pier are fenced off. Consultant will inspect these areas as possible if
provided access. Some area may be inaccessible due to unforeseen conditions. Consultant will
attempt a work- around, but the report and inspection data may not include this area. If
authorized and with additional fee, Consultant will remove and replace these obstructions to gain
access.
4, In order for the snooper to have access along the handrail, Consultant may need to temporarily
remove and replace various benches along the length of both piers. This requires the unbolting
and reattachment of the bench legs. Consultant shall use proper care in handling. If Consultant
notices any existing damage, Consultant shall notify the City of existing damage and to proceed
with the work only after the City has authorized the Consultant for such task(s).
5. The end of the Balboa pier is occupied by a restaurant building. This end is also frequented by
fishermen. Consultant expects to be in this portion of the pier approximately 1 to 2 days. Any
obstacles to the free access of the handrails and the building envelope will need to be removed
by others prior to our mobilization to this area. This would include the tables, seating, and
umbrellas.
6. The snooper requires a 15 ft wide x 60 ft long area of exclusive access against the handrail to
properly operate and protect the public. Consultant will cordon this area off and provide warning
signs. This area is moved multiple times per day along the length of one side of the pier and in
some case on the other side as well. Consultant will require that the public vacate the area as
Consultant moves. When removed, benches may be stored on opposite side of pier in a manner
to discourage tampering or theft.
The City will provide temporary construction parking Permits at no charge at the foot of each pier
for five (5) vehicles for the duration of the inspection work. The snooper and dive trailer will be
left on the pier overnight.
EXHIBIT B
SCHEDULE OF BILLING RATES
COWI North America, Inc. Page B-1
EXHIBIT B
BILLING RATES
TOTAL NOT -TO -EXCEED: $177,647.00
Mobilization/demobilization charged as Lump Sum, 60% for mobilization and 40% for
demobilization.
- Inspections charged per day at the following daily rates, which includes labor, equipment and all
expenses:
o Above Water Inspection: $6,346.00; and
o Below Water Inspection: $6,835.00.
Six (6) days shall be scheduled for above water inspection and 6 days shall be scheduled for
underwater inspection. This rate does not include any contingency.
Should extra days be required due to bad weather or other conditions beyond the control of the
Consultant, Consultant may charge additional fees, as agreed upon by City by advanced written
approval.
- All other work charged at hourly rates listed in the schedule below.
Labor
Senior Vice President
$300.00
Vice President/Project Director/Technical
Director
$275.00
Assoc. Technical/Project Director
$250.00
Senior Engineer/Specialist/Project Manager
(Consultant's level 7)
$230.00
Senior Engineer/Specialist/Project Manager
(Consultant's Level 6)
$205.00
Specialist/Engineer/Project Manager
$175.00
Specialist/Engineer
$160.00
Designer
$145.00
Intern
$90.00
CAD Manager
$180.00
CAD Specialist
$165.00
Senior CAD Technician
$145.00
CAD Technician II
$130.00
CAD Technician 1
$115.00
Senior Project Coordinator
$140.00
Project Coordinator
$115.00
Administrative Support
$105.00
Assistant
$80.00
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
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.
, 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.
COWI North America, Inc. 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 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
COWI North America, Inc. 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.
F3. 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.
U. 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.
F Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
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.
COWI North America, Inc. Page C-3
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.
COWI North America, Inc. Page C-4
From:
Customer Service
To:
Reyes, Raymund; Insurance
Cc:
sagar(abebix.com
Subject:
Compliance Alert -Vendor Number FV00000333
Date:
Wednesday, December 09, 2020 5:47:55 PM
[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. FV00000333 COWI North America, Inc.
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.