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HomeMy WebLinkAboutC-9100-1 - PSA for Property Condition Assessment Services1 0 Qs� AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT U WITH PARTNER ASSESSMENT CORPORATION, DBA PARTNER ENGINEERING AND SCIENCE, INC. FOR PROPERTY CONDITION ASSESSMENT SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 27th day of April, 2023 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PARTNER ASSESSMENT CORPORATION, a California corporation doing business as ("DBA") PARTNER ENGINEERING AND SCIENCE, INC. ("Consultant"), whose address is 2154 Torrance Boulevard, Suite 200, Torrance, California 90501, and is made with reference to the following: RECITALS A. On December 20, 2022, City and Consultant entered into a Professional Services Agreement ("Agreement") to provide property condition assessment services for the property at 1201 Dove Street, Newport Beach, California ("Project"). B. The parties desire to enter into this Amendment No. One to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to the Agreement, Exhibit B to Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Two Thousand Two Hundred Dollars and 00/100 ($2,200.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Nineteen Thousand Fifty Dollars and 001100 ($19,050.00). 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] Partner Assessment Corporation, DBA Partner Engineering and Science, 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 ATTORNEY'S OFFICE Date: �flZyI 2,� 11 By: 71r— ro C. Ha •Z0 t3 We City Attorn ATTEST: Date: AL h By:_AVAXL411W1V City Clerk i CITY OF NEWPORT BEACH, a Cal iforniayn u icipal corporation Date: By: J-e"�', Seimone Jurjis Community Development Director CONSULTANT: Partner Assessment Corporation, doing business as Partner Engineering and Science, Inc. a California corporation Date: Signed in Counterpart Joseph P. Derhake Chief Executive Officer Date: Signed in Counterpart By: Marc Goldberg Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit B — Schedule of Billing Rates Partner Assessment Corporation, DBA Partner Engineering and Science, Inc. 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: By: �ro4Harr�/ za to wc. City Attorn ATTEST: Date: Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: in Seimone Jurjis Community Development Director CONSULTANT: Partner Assessment Corporation, doing business as Partner Engineering and Science, Inc. a California corporation Date: )i f 1 1K- f D © 011 By: s h P. Derhake Chief Executive Officer Date: By: _ Marc Voldber, Chief Financia Officer [END OF SIGNATURES] Exhibit B — Schedule of Billing Rates Partner Assessment Corporation, DBA Partner Engineering and Science, Inc. Page 3 EXHIBIT B SCHEDULE OF BILLING RATES Partner Assessment Corporation, DBA Partner Engineering and Science, Inc. Page B-1 FEE QUOTE AND SCHEDULE The cost for providing these services is listed below: Vertical Transportation Specialty Evaluation $2,200 Total $2,200 Total fee is based on the provided property information. Field conditions that significantly differ from the referenced information may warrant additional costs. Project activities will commence upon receipt of completed and signed authorization form. Electronic versions of the report will be delivered within 15 business days, provided that site access is granted without delay. Hard copies are available upon request at a cost of $75.00 per copy. , 2023 March 22 PARTNER March q 2 168 P+ 24 In C Q Search -t& Insured Insured Name Name: Partner Assessment Corp. DBA Partner Assessment Corp. DBA Partner E Partner Engineering & n Q Account Number: FV00000925 Partner Assessment Corp. DBA Partner Address: 2154 Torrance Blvd., Suite 200, Torrance, CA, USA, 90501 Active Records Only Status: Currently in Compliance. Advance Search Insured Tasks Admin Tools View sZi Insured RNotes J History �= Deficiencies Coverages Requirements Add Edit Help Video Tutorials Insured Business Unit(s) Print Insured Info Account Information Account Number: FV00000925 Risk Type: Professional Services Agreement Do Not Call: Address Information Mailing Address Insured: Partner Assessment Corp. DBA Partner Engineering Address 1: 2154 Torrance Blvd., Suite 200 Address Updated: Physical Address FN Address 2: State: CA Zip: 90501 Country: USA Contract Information Contract Number Contract Start Date: 09/27/2022 Contract End Date: Contract Effective Date: Contract Expiration Date: Description of Services: Property Safety Form Il: Condition Assessment Services Contact Information Contact Name: Gallant Risk Misc: and Insurance Services LLC Phone Number: 9513680700 Alt Phone Number: Fax Number: 9513680707 E-Mail Address: Ibertolino@partneresi.com; tmausser@partne. i.com Approval Date Rush: No Contract on File: No Certificate Received: Yes Indemnification Agreement: No Tax Id: 20-8264379 This Account created by e55 on 01/03/2023. PROFESSIONAL SERVICES AGREEMENT WITH PARTNER ASSESSMENT CORPORATION DBA PARTNER ENGINEERING AND SCIENCE, INC. FOR PROPERTY CONDITION ASSESSMENT SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 20th day of December, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PARTNER ASSESSMENT CORPORATION DBA PARTNER ENGINEERING AND SCIENCE, INC., a California corporation ("Consultant"), whose address is 2154 Torrance Boulevard, Torrance, California 90501, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide property condition assessment services for the property at 1201 Dove Street, Newport Beach, California ("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 June 30, 2023, 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 Sixteen Thousand Eight Hundred Fifty Dollars and 00/100 ($16,850.00), 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. Partner Assessment Corporation DBA Partner Engineering and Science, 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 Leo Bertolino 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, Real Property Administration. City's Real Property Administrator 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 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page 3 and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement (collectively, the "Indemnified Parties"), from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), 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. Partner Assessment Corporation DBA Partner Engineering and Science, Inc. 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 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. 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. Partner Assessment Corporation DBA Partner Engineering and Science, Inc. 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. Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page 7 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: Real Property Administrator Community Development Department, Real Property Administration 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: Leo Bertolino Partner Assessment Corporation, DBA Partner Engineering and Science, Inc. 2154 Torrance Boulevard Torrance, CA 90501 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. 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 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. 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] Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY' OFFICE Date: LL 2, By. a n C. p tzla(la� Dc, ity Attorney ATTEST: Date: I •#' k2o ' By: 44w 44 Leilani I. Brown City Clerk PORN/ CITY OF NEWPORT BEACH, a California mu ic'pal corporation Date: .j v Z3 By. ,alyrt� Seimone JuWelopment Community Director CONSULTANT: Partner Assessment Corporation DBA Partner Engineering and Science, Inc., a California corporation Date: Signed in Counterpart By: Joseph P. Derhake Chief Executive Officer Date: Signed in Counterpart Marc Goldberg Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Partner Assessment Corporation DBA Partner Engineering and Science, 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'OFFICE Date: LZZ� 22-- -� By. �EyAttorney C. p iala��a� ATTEST: Date: in Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Seimone Jurjis Community Development Director CONSULTANT: Partner Assessment Corporation DBA Partner Engineering and Science, Inc., a California corporation Date: /a/a2 �c�a Ao- )ja�epfi P. Derhake Chief Executive Officer Date: By: = v Mar Goldbe Chi Financi [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page 11 EXHIBIT SCOPE OF SERVICES Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page A-1 Selected Scope Summary Scope(s) 'X' Available Scopes (See Appendix for Complete Scope Description) Included in Proposal Environmental Assessment Phase I Environmental Site Perform consistent with guidelines set forth in the US EPA 40 CFR Part 312 Standards and Practices Assessment (ESA) for All Appropriate Inquiries (AAI) — Final Rule approved November 1, 2005, the ASTM Standard Practice for Environmental Site Assessments (Standard E1527-13) published November 6, 2013. Environmental Remedial Cost Prepare as a supplement to the Phase I ESA an RCE for the purpose of providing order -of - Estimate (RCE) magnitude estimates for potential environmental remediation activities. El Health, Safety & Perform an HSE compliance screening that may incorporate protocols described in ASTM E2107 Environmental (HSE) Standard Practice for Regulatory Compliance Audits / Perform pre -/post lease tenant screenings to Compliance Screening / support proper lease language development and identify and effectively limit operational HSE Tenant Screening impacts. ACM/Lead/Radon Perform limited sampling activities to screen for the presence of asbestos containing materials Environmental Building (ACM) /lead -based paint (LBP) /lead in drinking water /radon per industry protocols. Hazard Screening Limited Mold / Moisture Perform a limited MMA that incorporates process and procedures from ASTM D7338 Assessment of Assessment (MMA) Fungal Growth in Buildings. El Property Condition Assessment Complete a PCA scope of work with a generalist approach that evaluates all building systems with the baseline observations and reporting scope defined by the most recent version of Equity -level, Generalist ASTM E2018. The Partner generalist assessor(s) will evaluate the exterior grounds and site Property Condition work along with primary building systems including mechanical, electrical, plumbing, fire X Assessment Report alarm and suppression, structural, roofing, building envelope, vertical transportation systems, and interior finishes. The final report will incorporate the findings of all specialty evaluations listed below if included in the scope of services. An MEP specialist will conduct additional and more detailed review of the heating, cooling, HVAC Specialty Evaluation and ventilation system components and make recommendations based on component X condition and use. Plumbing Specialty An MEP specialist will conduct additional and more detailed review of the domestic water, Evaluation sewer, and natural gas line equipment and distribution components and make X recommendations based on component condition and use. Electrical Specialty An MEP specialist will conduct additional and more detailed review of the electrical Evaluation distribution system and components and make recommendations based on component X condition and use. Fire Alarm and Suppression An MEP specialist will conduct additional and more detailed review of the fire alarm and fire Specialty Evaluation suppression equipment and distribution components and make recommendations based on X component condition and use. 22-391796 December 14, 2022 PARTNER Dece Selected Scope Summary Scope(s) 'X' Available Scopes (See Appendix for Complete Scope Description) Included in Proposal Structural Specialty A structural engineer specialist will conduct additional and more detailed review of the Evaluation superstructure and foundations for signs of existing structural abnormality and provide recommendations for correction or enhancement as necessary. Roofing Specialty A roofing specialist will conduct additional and more detailed review of the roofing and Evaluation drainage and recommend corrections or enhancements as necessary to prolong the system X life. A building envelope specialist will conduct additional and more detailed review of the Building Envelope building envelope and curtain wall systems and recommend corrections or enhancements as Specialty Evaluation necessary to prolong the system life. Alternative scopes that do not include performing X vertical drops are available, including the use of drone technology. A vertical transportation specialist will conduct additional review of the elevator and/or escalator equipment and components and provide recommendations based on component Vertical Transportation condition and use. This proposal is contingent upon the present maintenance contractor Specialty Evaluation disassembling and reassembling escalators as needed for the survey. The cost for this service X is not included in this proposal but is often provided by the elevator maintenance contractor at no additional charge to the Owner. (This fee covers 20 units only. Each additional unit will be billed at a rate of $700.00). Accessibility Review An accessibility specialist will conduct an accessibility review evaluating all applicable accessibility requirements. El Seismic Complete a Seismic Risk Assessment (SRA) with structural site assessment and a Limited ASTM Seismic Risk Assessment E2026 Level I Evaluation with statistical -based Probable Maximum Loss (PML) estimation. The (SRA) / Probable Maximum Partner Seismic team performs SRA/PML evaluations utilizing a variety of methodologies including Loss (PML) Evaluation ST-Risk, SeismiCat, Thiel-Zsutty, or other based on property -specific recommendations or client preference. US Resiliency Council Seismic Complete U.S. Resiliency Council (USRC) Transaction Rating for the subject property following the Transaction Rating FEMA-PS8 methodology with independent review. El Site / Land Perform an American Land Title Association survey per MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS as adopted by American Land Title Association and National Society of Professional Surveyors and optional survey responsibilities as ALTA Survey defined by TABLE A in the enclosed ALTA scope of work description. Table A items are: Numbers 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 13, 14, 16, 17 and 19 Zoning Report Research and interpretation by Partner legal department of current zoning ordinances and codes. El Advising on site requirements; outstanding building and/or zoning violations; outstanding fire 22-391796 December 14, 2022 PARTNER Dece Selected Scope Summary Scope(s) 'X' Available Scopes (See Appendix for Complete Scope Description) Included in Proposal and/or safety code violations; planned condemnations or easements; parking requirements; conformance summary, and Zoning Letter. Capital Improvement Planning Square Foot Verification / A PCA assessor or measurement specialist conducts measurements per BOMA guidelines for square CAD Drawings / BOMA foot verification or other purposes and incorporate results in the PCA report; simplified as -built CAD Methods / Laser Scanning drawing; or formal BOMA deliverable / A measurement specialist utilizes laser scanning technology for one of the above listed purposes. Obtain and analyze utility data for energy saving opportunities. Identify energy conservation Energy Efficiency and Green measures (ECMs) as part of an on -site assessment and characterize the return on investment Certification Screenings potential. Perform scope of work tasks necessary to meet requirements of specific Green Financing and/or Green Certification programs. 22-391796 December 14, 2022 PARTNER Dece APPENDIX - SCOPE OF WORK DESCRIPTIONS EQUITY -LEVEL PROPERTY CONDITION ASSESSMENT (PCA) Partner's Building Science team will perform work that exceeds the baseline requirements of the most current version of ASTM E2018 including, but not limited to: • Qualifications of the professionals that conduct the field work and review the reportwill include extensive experience performing superior -quality property assessments commensurate with the subject property type and scope. Field professionals possess degrees, licensure, accreditation, or certifications from industry -accepted bodies to perform engineering, architecture, or construction management work. Report reviews will be conducted by a separate, senior -level project manager possessing similar credentials; • Observe readily and safely -accessible areas of the general site improvements and amenities, structural systems, fa4ades, windows, doors, roofing, HVAC systems, plumbing systems, electrical systems, life safety and fire suppression systems, vertical conveying systems, interior finishes; accessibility features and components, and a representative sampling of tenant spaces; • Evaluate improvements for existing conditions, extent of deficiencies, and provide expectations for remaining useful life; • Include specialty consultants as part of the report team when detailed, specialized knowledge and experience in the design, evaluation, operation, repair, or installation of a building component, equipment, or system is required and agreed upon within this proposal; • Review available construction documents and maintenance records to determine overall system compliance with design/engineering intent, compatibility with contiguous systems, and assistance in determining the remaining useful life of a system. Field verification will consist of observing a representative sampling of materials and equipment. Partner will also review provided system warranties and opine on transferability and any anomalies; • Review past and proposed capital improvements to ascertain completion status and performance; • Review available public documents at local authorities having jurisdiction to determine the presence of outstanding violations, compliance with regulations, and inspection history. • Prepare a report text identifying and describing the installed building systems and components. The report will include descriptions of any observed deficiencies and recommended repairs or replacements; • Prepare a table of immediate repair opinions of costs for observed life safety issues, systemic deficiencies and deferred maintenance above and beyond routine repairs; • Prepare a table of replacement capital reserve opinions of costs that will include major capital outlays required over the agreed upon evaluation period; The activities listed below are generally excluded from or otherwise represent limitations to the scope of a PCA prepared in accordance with the most recent version of ASTM E2018. These should not be construed as all-inclusive or imply that any exclusion not specifically identified is a requirement under this agreement. • Identifying capital improvements, enhancements, upgrades to building components, systems, or finishes, or other actions to improve or reposition the subject property. • Removing, relocating, or repositioning of materials, items, or electrical or equipment panels, or otherwise reporting on any building systems that are obstructed or hidden from plain view. • Preparing engineering calculations to determine any system's, component's, or equipment's adequacy or compliance with any specific or commonly accepted design requirements or building codes, or preparing designs or specifications to remedy any physical deficiency. • Taking measurements or quantities to establish or confirm any information or representations provided by the owner or user. • Entering or accessing any area of the premises deemed to potentially pose a threat of dangerous or adverse conditions with respect to the field observer's health or safety. Provision of safe access to flat roofs is the responsibility of the client and property management. If the provision of safe access is not accounted for prior to and is not provided at the time of the site visit, a condition statement and an opinion of cost for replacement or repair will not be included in the report. • Providing an opinion on the condition of any system or component that is shutdown, requires specialized knowledge, or operating or witnessing the operation of equipment controlled by a timer. • Providing an environmental assessment or opinion on the presence of any environmental issues. 22-391796 December 14, 2022 PARTNER Dece • Identifying potentially hazardous materials, including asbestos, lead -based paint, PCBs, ozone depleting substances, stored chemicals, biological hazards is not part of the PCA scope of work, per the most recent version of ASTM E2018. Heating, Air Conditioning and Ventilation (HVAQ Evaluation A Partner team specialist will use industry -accepted methods of analysis to review the HVAC system including, but not limited to: • Physical evaluation of exposed components including heat generation and cooling equipment, distribution methods, ventilation methods, control systems and automation systems; • Review of warranty information and inspection reports (if available) to ascertain any proprietary system parameters for system installation or use, determine maintenance practices and determine conformance with applicable codes; • Interview vendors or maintenance personnel familiarwith the system to understand maintenance practices, efforts at maintaining system integrity, and areas of chronic problems; • Comment on the system condition, appropriateness of system design and implementation, conformance with applicable codes and industry standards for capacity, presence of known defective manufactured components, presence of general system deficiencies and the impact of the deficiencies on contiguous systems; • Recommend any actions necessary to correct deficiencies (including component replacement if required), prolong the system life, and improve efficiency. Plumbing Specialist Evaluation A Partner team specialist will use industry -accepted methods of analysis to review the domestic water supply, sewer, vent, hot water and gas systems including, but not limited to: • Physical evaluation of exposed components including piping and connections, manifolds, pumps, heaters, fixtures and accessories; • Review of available construction documents and inspection reports to ascertain any proprietary system parameters for system installation or use, determine maintenance practices and determine conformance with applicable codes; • Interview vendors or maintenance personnel familiar with the system to understand maintenance practices and efforts at maintaining system integrity; • Comment on the system condition, appropriateness of system design and implementation, conformance with applicable codes and industry standards for capacity, presence of known defective manufactured components, presence of general system deficiencies and the impact of the deficiencies on contiguous systems; • Recommend any actions necessary to correct deficiencies (including component replacement if required) and prolong the system life. Electrical Systems Specialist Evaluation A Partner team specialist uses industry -accepted methods of analysis to review the electrical system including, but not limited to: • Physical evaluation of exposed components including Electrical supply (public and private), electrical distribution systems, circuit interruption devices, wiring types, modifications, emergency generation equipment and covered services. control systems and automation systems; • Review of warranty information and inspection reports (if available) to ascertain any proprietary system parameters for system installation or use, determine maintenance practices and determine conformance with applicable codes; • Interview vendors or maintenance personnel familiar with the system to understand maintenance practices, efforts at maintaining system integrity, and areas of chronic problems; • Comment on the system condition, appropriateness of system design and implementation, conformance with applicable codes and industry standards for capacity, presence of known defective manufactured components, presence of general system deficiencies and the impact of the deficiencies on contiguous systems; • Recommend any actions necessary to correct deficiencies (including component replacement if required), prolong the system life, and improve efficiency. 22-391796 December 14, 2022 PARTNER Dece Fire Alarm and Suppression Specialist Evaluation A Partner team specialist will use industry -accepted methods of analysis to review the fire alarm and fire suppression systems including, but not limited to: • Physical evaluation of exposed components including equipment, devices, alarms, piping and connections, and accessories; • Review of available construction documents, shop drawings, and inspection reports to ascertain any proprietary system parameters for system installation or use, determine maintenance practices and determine conformance with applicable codes; • Interview vendors or maintenance personnel familiar with the system to understand maintenance practices and efforts at maintaining system integrity, • Comment on the system condition, appropriateness of system design and implementation, conformance with applicable codes and industry standards for capacity, presence of known defective manufactured components, presence of general system deficiencies and the impact of the deficiencies on contiguous systems; • Recommend any actions necessary to correct deficiencies (including component replacement if required), improve system performance, and prolong the system life. made Assessment • Partner will complete a supplemental Facade Assessment consisting of detailed visual observations for the overall exterior wall assembly and components. • The purpose of the supplemental fa4ade assessment is to visually review and assess the type and condition of materials used in construction of the building exterior. Our observations will include visual review of exterior walls, windows, doors, caulk, trim, and cladding for overall integrity of the systems and their ability to resist moisture infiltration. Our observations will be made from the ground or roof as appropriate and as can be safely performed. • We will identify typical deficiencies and make recommendations for repair or replacement. We will review leak history, if information is furnished to us for our reference, and also review provided repair information. We will give our opinion of the remaining service life of the various system components based on the assumed in -place age and on the observed conditions. Preventative maintenance suggestions will be discussed. • Consultant shall access interior spaces as available at as many locations at or near locations of issues observed from exterior; request access to available drawings of the exteriorwalls and the construction details of it, should any exist; and request available fa4ade reports including those most -recently prepared for local fa4ade ordinance purposes; inspections of sealants by contractors, inspections of curtainwall components, etc. • No facade drops or destructive testing will be performed. If an exterior wall investigation (forensic review) is determined to be required to fully assess the system, that work will be discussed with the client, a scope determined, and additional work conducted under a separate agreement. An expanded scope option to add drops to the Facade Assessment scope and cost is included below. • This assessment is not intended to meet the requirements of any municipal required fa4ade inspections. However, we will review and opine on past inspection reports provided for our review. We will also comment on required inspections and maintenance costs. • The facade condition(s) observed during the site visit will be included in the PCA and not in a separate report. The expanded PCA report will provide recommendations and associated budget estimates for repairs and for the Long -Term capital replacement plan, including estimated replacement year. Additionally, the report will Include budgets for annual maintenance recommendations, and repairs needed to achieve EUL. 22-391796 December 14, 2022 PARTNER Dece Roofing Evaluation A Partner team specialist uses industry -accepted methods of analysis to review the roofing systems (low -slope only including, but not limited to • Observe, inventory, and assess discrete roof areas and roofing systems. • Evaluate existing conditions of the discrete roofing materials, flashings, penetrations, expansion joints, equipment screens, drainage and skylights. • Review any existing roofing reports as such information is made available. Comment on any recommended work, follow up studies or investigations. • Review and list service and or maintenance contracts as such information is made available. • Develop a list for housekeeping and maintenance work recommended during the next year. • Determine the overall area, age and estimated remaining useful life of each roofing system. • Comment on apparent quality of original installation and maintenance repairs. Roofing cores will not be completed as part of this PCA. Vertical Transportation Specialty Evaluation A Partner team specialist uses industry -accepted methods of analysis to review the elevator/escalator systems including, but not limited to: • Physical evaluation of exposed elements including equipment, devices, alarms, piping and connections, and accessories; • Review of available construction documents, shop drawings, and inspection reports to ascertain any proprietary system parameters for system installation or use, determine maintenance practices and determine conformance with applicable codes; • Interview vendors or maintenance personnel familiar with the system to understand maintenance practices and efforts at maintaining system integrity, • Comment on the system condition, appropriateness of system design and implementation, conformance with applicable codes and industry standards for capacity, presence of known defective manufactured components, presence of general system deficiencies and the impact of the deficiencies on contiguous systems; • Recommend any actions necessary to correct deficiencies (including component replacement if required), improve system performance, and prolong the system life. 22-391796 December 14, 2022 PARTNER Dece EXHIBIT B SCHEDULE OF BILLING RATES Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page B-1 FEE QUOTE AND SCHEDULE The cost for providing these services is listed below: Equity -level, Generalist Property Condition Assessment Report (PCA) $5,200 HVAC, Plumbing, Electrical, Fire Alarm and Suppression Evaluation (MEP/FLS) $4,200 Roof Specialty Evaluation $2,000 Building Envelope Specialty Evaluation $3,250 Vertical Transportation Specialty Evaluation $2,200 Total $16,850 Total fee is based on the provided property information. Field conditions that significantly differ from the referenced information may warrant additional costs. Project activities will commence upon receipt of completed and signed authorization form. Electronic versions of the report will be delivered within 15 business days, provided that site access is granted without delay. Hard copies are available upon request at a cost of $75.00 per copy. 22-391796 December 14, 2022 PARTNER Dece 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. 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 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page C-1 Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specifically allow 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, employees and any person or entity owning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement 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: Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page C-2 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 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 Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page C-3 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. 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. Partner Assessment Corporation DBA Partner Engineering and Science, Inc. Page C-4 C-1- 14.1.111- G� El. ICS C C.- IVO, -MMM MAN