HomeMy WebLinkAboutC-8826-1 - PSA for Addendum to the General Plan Update Environemental Impact Report for the Ritz-Carlton Residencesp,
J AMENDMENT NO. ONE TO
N PROFESSIONAL SERVICES AGREEMENT
00 WITH PSOMAS FOR
ADDENDUM TO THE GENERAL PLAN UPDATE ENVIRONMENTAL IMPACT
i REPORT FOR THE RITZ-CARLTON RESIDENCES
V
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
WITH PSOMAS FOR ADDENDUM TO THE GENERAL PLAN UPDATE
ENVIRONMENTAL IMPACT REPORT FOR THE RITZ-CARLTON RESIDENCES
("Amendment No. One") is made and entered into as of this 19th day of July, 2022
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and PSOMAS, a California corporation
("Consultant"), whose principal address with the Secretary of State is 555 S. Flower
Street, Suite 4300, Los Angeles, California 90071, with a local address of 5 Hutton Centre,
Suite 300, Santa Ana, California 92707, and is made with reference to the following:
RECITALS
A. On January 14, 2022, City and Consultant entered into a Professional Services
Agreement ("Agreement") to engage to prepare an Addendum to the General Plan
Update Environmental Impact Report for The Ritz -Carlton Residences ("Project").
B. The parties desire to enter into this Amendment No. One to add additional Services
and to increase the total compensation under the Agreement.
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 CONTRACTOR
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Contractor for the Services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise
provided herein, no rate changes shall be made during the term of this Agreement without
the prior written approval of City. Contractor's compensation for all Services performed in
accordance with this Agreement, including all reimbursable items, shall not exceed Fifty -
Five Thousand Nine Hundred Ninety Two and 00/100 ($55,992.00), without prior
written amendment to the Agreement."
PSOMAS Page 1
The total amended compensation reflects Contractor's additional compensation for
additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subcontractor fees, in an amount not to exceed One
Thousand Seven Hundred Sixty Dollars and 00/100 ($1,760.00).
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.
4. AUTHORITY
Each person executing this Agreement on behalf of a corporation or other legal
entity warrants that he or she holds the position indicated beneath his or her signature
and that he or she has been duly authorized by the corporation or other legal entity to
execute this Agreement on its behalf.
[SIGNATURES ON NEXT PAGE]
PSOMAS 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:
By:
a n C. H ? Yi
City Attorpey
ATTEST:
Date: ��.ZZ
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•
City Clerk
Attachments
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CITY OF NEWPORT BEACH,
a California mun cipal corporation
Date: // o
By: IIJUI-vl� - /z�
Seimone Jurjis
Community Development Director
CONTRACTOR: PSOMAS, a California
corporation
Date:
Signed in Counterpart
By:
Alia Hokuki
Vice President
ND OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
PSOMAS 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: 7-f- Z2---
B*ity
n C. rp 0511 n'
Attorne
ATTEST:
Date:
Leilani I. Brown
City Clerk
Attachments
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Seimone Jurjis
Community Development Director
CONTRACTOR: PSOMAS, a California
corporation
Date: 7z/z2
By:
Alia Hokuki
Vice President
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
PSOMAS Page 3
June 7, 2022
James Campbell
Deputy Community Development Director
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Balancing the Natural and Built Environment
VIA EMAIL
j cam pbell@newportbeachca.gov
Subject: Budget Augment Request — Ritz -Carlton Residences Project
Dear Mr. Campbell:
Psomas has prepared this Budget Augment Request for the Ritz -Carlton Residences Project, for
additional task of preparing a Summary Memorandum to supplement the California Environmental
Quality Act (CEQA) Addendum for the proposed Project. The said task and associated discussions and
calls were not assumed in the original scope of work and were requested by the Applicant with
concurrence from the City. The said tasks are described below:
TASK 1 SUMMARY MEMORANDUM
Psomas received a request from the Project Applicant to discuss preparation of a Summary Memorandum
for the Ritz -Carlton Residences Project Addendum, prior to the Planning Commission hearing on May
12, 2022. The Memorandum provided a discussion of how the Project supports the City's housing goals
and a summary of proposed Project's impacts in comparison to the existing condition. The summary was
provided in a table format and identified how the Project would change the baseline, while not resulting in
net new intensity of uses.
Upon completion of the Memorandum, and receipt of comments, Psomas revised the Memorandum and
submitted to the City for review and approval. Psomas finalized the Memorandum upon receipt of
comments from the City.
TAKS 2 CONFERENCE CALLS AND COORDINATION
At the initiation of the above task, Psomas had two conference calls with the Applicant's team to discuss
the Memorandum and provide input. During preparation of the Memorandum, email exchanges and calls
occurred as questions came up.
We appreciate your consideration of the above tasks that were not anticipated in the original scope of
work and cost estimate for the Ritz -Carlton Residences Project.
3 Hutton Centre Drive
Suite 200
Santa Ana, CA 92707
Tel 714.751.7373
Fax 714.545.8883
www.Psomas.com
BUDGET
TASKS
COST
Summary Memorandum
$1,100.00
Conference Calls and Coordination
$660.00
TOTAL
$1,760.00
PSOMAS
PROFESSIONAL SERVICES AGREEMENT
N WITH PSOMAS FOR
00 ADDENDUM TO THE GENERAL PLAN UPDATE ENVIRONMENTAL IMPACT
603 REPORT FOR THE RITZ-CARLTON RESIDENCES
1
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 14th day of January, 2022 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and PSOMAS, a California corporation ("Consultant"), whose principal address with the
Secretary of State is 555 S. Flower Street, Suite 4300, Los Angeles, California 90071,
with a local address of 5 Hutton Centre, Suite 300, Santa Ana, California 92707, and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to prepare an Addendum to the General Plan
Update Environmental Impact Report for The Ritz-Carlton Residences ("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.
all the services described in the Scope of
incorporated herein by reference ("Services"
Services within the Scope of Services at its
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 fixed fee not -to -exceed basis
in accordance with the provisions of this Section and the Schedule of Billing Rates
attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Fifty -Four Thousand Two
Hundred Thirty -Two Dollars and 00/100 ($54,232.00), 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.
Psomas 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 Alia Hokuki to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
City's Principal Planner 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
Psomas 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"), 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.
Psomas Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
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
Psomas Page 5
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, 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 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
Psomas Page 6
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
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.
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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 seg., 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: Principal Planner
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Alia Hokuki
Psomas
5 Hutton Centre, Suite 300
Santa Ana, CA 92707
Psomas Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (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.
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
Psomas Page 9
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,
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]
Psomas Page 10
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: !(/fZ/Z2
By: // wu." ('
A.,frod C. Harp
City Attorney
ATTEST:
Date: I a5 mp'
Aldr ► /
—IBrown
City Clerk
�i
cs 170
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:—/- / ?-2-Z
t
By: zll'�
Seimone Jurji
Community Development Director
CONSULTANT: Psomas, a California
corporation
Date:
Signed in Counterpart
Jim Hunter
Vice President
Date:
Signed in Counterpart
By:
Nicolas Tarditti
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Psomas Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATT_ NEY'S OFFICE
Date: I / ( 2 / Z -X,
By:
Aa'rdn C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Seimone Jurjis
Community Development Director
CONSULTANT: Psomas, a California
corporation
Date:
2
i Punter " V
President
By:
Nicolas Tarditti
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Psomas Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATT NEY'S OFFICE
Date: 2 2 -
By:By:
,..1..�
AardYi C. Harp
City Attorney
ATTEST:
Date:
2
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Seimone Jurjis
Community Development Director
CONSULTANT: Psomas, a California
corporation
Date:
By:
Jim Hunter
Vice President
Date:
By:
Nicolas Tarditti �
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Psomas Page 11
EXHIBIT A
SCOPE OF SERVICES
Psomas Page A-1
The Ritz-Carlton Residences
Site Development
Port Cochere Perspective
Project Understanding
The Project site is located at 900 Newport Center
Drive, in the 9.53 -acre Newport Beach Marriott
Resort Hotel site, within the Newport Center -
Fashion Island subarea, in Newport Beach,
California. The site is a largely mixed-use area
of the City, surrounded by MacArthur Boulevard
to the east, San Joaquin Hills Road to the north,
Jamboree Road to the west, and Pacific Coast
Highway (PCH) to the south. Land uses in the
area include retail, commercial office, residential
(condominium), entertainment, and restaurant.
Some of the major developments include, but are not limited to, the Fashion Island
Regional Commercial retail shopping center, Granville and Meridian condominium
communities, the Colony at Fashion Island apartment homes, and the Newport Beach
Country Club.
The Project involves conversion of up to 30 percent of the existing 532 hotel rooms
in the Newport Beach Marriott Resort Hotel to hotel -branded residences. This is
accommodated by development of a 22 -story structure with 159 hotel -branded
residences. The hotel site currently includes a total of 532 units within five buildings.
The Project consists of demolition of the southern most building, Harbor Landing,
and construction of a new 25,023 -square -foot (SF) residential building. In addition to
elimination of 133 units due to demolition of Harbor Landing, 26 units in the Harbor
Point building will be removed due to interior reconfiguration, reducing the number
of rooms from 153 to 127. The Project will not change the total number of units, but
the 532 units will be comprised of 373 traditional hotel rooms and up to 159 hotel -
branded residences.
The Project also proposes rebuilding a six -level (four levels subterranean and
two levels above ground), 403 -space hotel parking structure in the same location
as the parking structure to be demolished. In addition, a new five -level, 44,860 -SF
subterranean parking structure with 429 spaces for the hotel -branded residences will
be constructed adjacent to the new residential building, under the porte cochere and
entry drive area. This parking structure will include spaces for valet parked vehicles
and private assigned parking garages.
The Project will also include an 8,000 -SF lawn area to be used for events along the
southern boundary of the property near the new residential building. Additionally,
a new swimming pool, hardscape and landscape areas, and guest -serving amenities
such as a pool, a fitness facility, and meeting rooms will be included as part of the
Project.
The property has a General Plan designation of Visitor Serving Commercial (CV);
a Coastal Land Use Plan designation of Visitor Serving Commercial (CV -B); and a
Zoning designation of Commercial Visitor -Serving (CV). The Project as proposed is
consistent with the said CV land use designations, as hotel -branded residences
were determined to be an allowable accessory land use per the City Council
Policy K-4 and Director's Determination No. DD2021-001.
Discretionary actions for the Project include a Coastal Development Permit
(CDP); a Site Development Review; a Conditional Use Permit (CUP) Amendment
to CUP 2095; and a Vesting Tentative Tract Map (VTTM) for condominium
development.
Environmental Analysis Approach
This Scope of Work (SOW) is for preparation of a CEQA Addendum to the
City of Newport Beach General Plan Update Environmental Impact Report
(SCH #2006011119) (General Plan EIR), for The Ritz-Carlton Residences, Newport
Beach. The Project Applicant has requested, and the City concurs, that a CEQA
Addendum to the General Plan EIR is the appropriate environmental document
for implementation of the proposed Project. The Project is consistent with the
applicable CV land use designations, discussed above; the overall units within
the Newport Beach Marriott Resort Hotel would not exceed the existing units of
532; and the Project would not generate increased traffic.
The Addendum will assess the potential environmental impacts associated with
the proposed Project, as described above. It is assumed the Project would not
result in any new significant impacts that were not previously analyzed in the
General Plan EIR or an increase in the severity of previous impacts identified in
the General Plan EIR.
Section 15164 of the CEQA Guidelines provides for the preparation of an
Addendum to a Final EIR if none of the conditions described in Section
15162 calling for the preparation of a subsequent EIR has occurred. Briefly
summarized, this standard, often known as "the three -prong test," states that a
subsequent EIR is required if:
1. Substantial changes are proposed in the project that require major
revisions to the previous EIR because of new significant environmental
effects or a substantial increase in the severity of previously identified
significant effects.
2. Substantial changes have occurred with respect to the circumstances
under which the project is undertaken, which will require major
revisions to the previous EIR due to the involvement of new significant
environmental effects or a substantial increase in the severity of
previously identified significant effects.
3. New information of substantial importance that was not known and
could not have been known at the time the EIR was certified shows
that (a) there would be significant effects not discussed in the previous
EIR; (b) impacts would be substantially more severe than previously
discussed; (c) mitigation measures or alternatives previously found not to
be feasible would in fact be feasible and would substantially reduce one
or more significant effect(s) of the project; or (d) mitigation measures or
alternatives that are considerably different from those analyzed in the
final EIR would substantially reduce one or more significant effects on
the environment.
Scope of Environmental Services
Below is the SOW for the proposed Project based on our
understanding of the Project and the information available. This
SOW includes the following tasks:
► Task 1 — Project Initiation
► Task 2 — Peer Review of Technical Studies/Reports
► Task 3 — Addendum to the City of Newport Beach General
Plan Update Environmental Impact Report
► Task 4 —Project Management, Conference Calls, and Public
Hearings
The Development
evelo lton mentesidences TASK 1- Project Initiation
Site Development
Southwest Perspective
Subtask 1.1- Kick -Off Meeting
Psomas will attend a virtual or in-person kick-off meeting with the City, the
Applicant, and the Project team, as appropriate. This meeting will provide an
opportunity to discuss the approach to preparing the environmental document;
further define the SOW; identify and discuss the key community issues and concerns,
as applicable; and identify information needs. The Project schedule will be discussed,
and key milestones defined. It is assumed that additional Project information, as
available, would be provided at this meeting, including technical studies prepared by
the Applicant's consultants.
If requested, Psomas will prepare and electronically submit the meeting minutes
from the kick-off meeting to the City for review and comment. Upon receipt of
comments, the meeting minutes will be revised and distributed.
Subtask 1.1- Deliverables
► Project Kick -Off Meeting
► Electronic Copies (email) of Draft and Final Meeting Minutes (if requested)
Subtask 1.2 - Data Collection and Site Visit
Psomas will prepare a Data Needs Request to obtain additional information, as
necessary, related to Project construction activities and operations that may be
needed for technical analyses. Psomas will review the available documents and
Project information, including Project plans, and key design and operational features
of the Project in addition to the Newport Beach General Plan Update EIR, associated
reports/studies, and other City documents, as relevant.
Additionally, Psomas will conduct a site visit to assist in the description of the
environmental setting and to photographically document the site and surrounding area.
Subtask 1.2 — Deliverables
► Data Collection and Site Visit
TASK 2 - Peer Review of Applicant -Prepared Technical
Studies/Reports
We understand the Applicant's consultants have prepared technical studies/reports,
including Air Quality, Biological Resources, Cultural Resources, Geotechnical,
Greenhouse Gas (GHG) Emissions, Revised Phase I/II Environmental Site Assessment
(ESA), Hydrology, Water Quality Management Plan (WQMP), Noise, Trip Generation
Comparison, Water Demand, Sewer Analysis, and Shade/Shadow Analysis.
Upon Project kick-off, Psomas' Project Manager and technical experts will conduct
peer reviews of the studies/reports for adequacy and compliance with CEQA. Upon
review of the studies/reports, memoranda will be prepared and submitted to City
staff summarizing the comments and recommendations of the Project Manager and
technical experts on each study/report. The findings of the final studies/reports—
if comments and recommendations result in revising the studies/report—will be
incorporated into the topical sections of the Addendum.
If additional studies/reports are prepared by the Applicant at a later date and
provided to Psomas for peer review and incorporation into the Addendum, a budget
augment will be required for the additional peer review.
Subtask 2 - Deliverables
► Electronic Copies (PDF and MS Word) of Peer Review Memoranda
TASK 3 - Addendum to the Newport Beach General Plan
Update EIR
Subtask 3.1- Preliminary Draft Addendum
The CEQA Guidelines do not specify the content or format for an Addendum. Psomas
typically recommends the Addendum include the following: (1) Purpose of the
Addendum; (2) Project History/Background; (3) Project Description, which would
include the Project setting discussion; (4) Summary of the conclusions and findings
of previous EIR and identification of applicable mitigation measures incorporated
into the proposed Project; (5) Environmental Analysis; and (6) Conclusions. Psomas
will also review the content and format of Addendum No.1 through Addendum No. 4
to the City's General Plan EIR, the most recent dated October 2020.
For the environmental analysis, it is important to demonstrate that adequate
consideration has been given to all the environmental topics and sufficient
documentation is provided to support the determination that the Addendum is the
appropriate document for the proposed Project. This analysis will largely be based on
existing data contained in previous environmental documents (the General Plan EIR
and associated studies/reports) and the studies/analyses conducted for the proposed
Project. Any changes in existing conditions or applicable regulations and policies
since the certification of the EIR will be identified. Applicable mitigation measures
from the previous environmental document that are relevant will be identified. As
appropriate, the Addendum will identify those impacts that were previously found
to be significant and unavoidable and were addressed in the related Statement of
Overriding Considerations.
tl' ' "'...P,11 ?""R'! 11"11.11" 1" 7a
Psomas will review the analyses and reports/
studies for understanding of the previous
environmental impacts and prepare supplemental
analyses in the respective sections of the
Addendum to record changed circumstances in the
area, as applicable, which may have implications
for the proposed Project. Additional evaluation,
beyond the review, may include site investigation
to verify and confirm that the Project changes and
changed conditions and circumstances around
the Project are not significant enough that would
require substantial revisions to the General
Plan EIR. The discussion would also include
The Ritz-Carlton Residences consideration of changes in regulations that have occurred since 2006 that would
Site Development
Port Cochere Perspective result in improved conditions (e.g., reduction in air quality emissions or general
improvement in air quality).
The assessment of environmental issues in the Addendum will primarily be
qualitative; however, the technical analyses such as air quality, greenhouse gas
(GHG), noise, and traffic conducted by Psomas provide a degree of quantification that
will be incorporated into the Addendum.
Upon completion of the analysis, Psomas will submit the Preliminary Draft Addendum
electronically (PDF and MS Word format) to the City for review and comment.
Subtask 3.1- Deliverables
No. Electronic Copies (PDF and MS Word) of Preliminary Draft Addendum
Subtask 3.2 - Final Addendum
Upon receipt of comments, Psomas will review the comments, revise the Preliminary
Draft Addendum accordingly, and submit the Final Addendum to the City for a final
review. If conflicting or unclear comments are received, Psomas will coordinate with
the City to resolve any issues. This SOW assumes that electronic copies (PDF and MS
Word format) of the document will be provided for a final check. Hard copies and CDs
of the Final Addendum can be provided, as requested.
Additionally, as part of the Final Addendum and if requested by the City, Psomas
will compile the mitigation measures from the General Plan EIR that are applicable
to the proposed Project and include them in a Mitigation Monitoring and Reporting
Program (MMRP) in compliance with Section 21081.6 of the California Public
Resources Code. The MMRP will be prepared in matrix format and will provide the
timing and responsibility for each mitigation measure.
Subtask 3.2 - Deliverables
► Electronic Copies (PDF and MS Word) of Final Addendum
► Hard Copies and CDs, if requested
► Electronic Copies (PDF and MS Word) of Draft and Final MMRP
TASK 4 - Project Management, Conference
Calls, and Public Hearings
Subtask 4.1- Project Management
Psomas will be responsible for managing the CEQA process
for the City. Psomas will manage the process, which would
include ongoing coordination with the City and Project
team to ensure compliance with the SOW and schedule.
Psomas will also ensure that information and updates are
disseminated, as necessary.
The Ritz-Carlton Residences Subtask 4.1- Deliverables
Site Development
South Perspective ► Project Management and Coordination
Subtask 4.2 - Conference Calls
This task includes participation in two conference calls, as necessary, with the City
and Project team. This SOW assumes the Project Manager will participate in the
conference calls (one hour each). No meeting attendance besides the kick-off meeting
is anticipated.
Additional conference call participation will be billed on a time and materials basis,
based on hourly rates and subject to prior approval. Further, per the City's request,
Psomas can attend meetings on a time and materials basis, based on hourly rates and
subject to prior approval.
Subtask 4.2 — Deliverables
► Two (2) Conference Calls
Subtask 4.3 — Public Hearings
Psomas will participate in the public hearings, as requested. This SOW assumes
Psomas will attend two (2) public hearings during the approval process. Psomas will
be available to provide advice and input to the City and address questions regarding
CEQA; the environmental review process; and the findings of the Addendum, as
appropriate. The preparation of visual aids for the public hearings are not included in
this SOW. This task assumes public hearings will be attended by the Project Manager
and up to two (2) Psomas technical staff, as appropriate. Additional public hearing
attendance will be billed on a time and materials basis, based on hourly rates and
subject to prior approval.
Subtask 4.3 — Deliverables
► Two (2) Public Hearings
EXHIBIT B
SCHEDULE OF BILLING RATES
Psomas Page B-1
EXHIBIT B
Cost Estimate
Task
Description
Fee
Task 1
Project Initiation
1.1 Kick -Off Meeting
$1,150
1.2 Data Collection and Site Visit
$1,280
Task 2
Peer Review of Technical Studies
$14,100
Task 3
Addendum to the General Plan Update EIR
2.1 Preliminary Draft Addendum
$21,100
2.2 Final Addendum
$9,700
Task 4
Project Management, Conference Calls, and Public Hearings
$5,752
Subtotal Professional Fees
$53,082
ESTIMATED DIRECT EXPENSES
Reprographics, Mailing, Mileage, Miscellaneous $1,150
TOTAL COST ESTIMATE TASKS 1-4 $54,232
Assumptions
The cost estimate provided above is based on the following assumptions:
► Additional out -of -scope work efforts not explicitly described above will require a budget augment.
► Changes to the Project description, Project design, or assumptions that occur after the initiation of analysis
will result in additional costs.
► Additional review cycles of the Addendum not described in this SOW may require a budget augment.
► Attendance at Project meetings and public hearings and participation at conference calls are as outlined in
this SOW; additional meetings, hearings, and conference calls can be attended on a time and materials basis.
► Direct costs are based on best available information.
► Delays in the schedule after the Project has been initiated may require a budget augment.
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.
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.
Psomas 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
Psomas 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. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters into
contracts with on behalf of City will be submitted to City for review. Failure
of City to request copies of such agreements will not impose any liability on
City, or its employees. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as CG
20 38 04 13.
D. Enforcement of Agreement Provisions. 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.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the 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-
Psomas Page C-3
insurance will not be considered to comply with these requirements unless
approved by City.
G. 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.
H. 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.
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.
Psomas Page C-4
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