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HomeMy WebLinkAboutC-4411 - PSA Jamboree Road Bridge Widening over State Route 73AMENDMENT NO. FOUR TO PROFESSIONAL SERVICES AGREEMENT WITH OVERLAND PACIFIC & CUTLER, INC. FOR JAMBOREE ROAD BRIDGE WIDENING OVER SR 73 THIS AMENDMENT NO. FOUR TO PROFESSIONAL SERVICE AGREEMENT ( "Amendment No. Four"), is entered into as of this JBI AA&QjK 2011, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and Overland Pacific & Cutler, Inc., a California Corporation whose address is 20 Fairbanks, Suite 178, Irvine, California 92618 ( "Consultant "), and is made with reference to the following: RECITALS: A. On February 10, 2009, City and Consultant entered into a Professional Services Agreement ( "Agreement ") for right of way appraisal and acquisition services for the Jamboree Road Bridge Widening Over State Route 73( "Project "). B. On November 2, 2009, City and Consultant entered into Amendment No. One to the Agreement to increase the scope of work and total compensation ( "Amendment No. One "). C. On May 11, 2010, City and Consultant entered into Amendment No. Two to the Agreement to increase the scope of work and total compensation ( "Amendment No. Two "). D. On January 11, 2010, City and Consultant entered into Amendment No. Three to the Agreement to extend the term of the Agreement ( "Amendment No. Three "). E. City desires to enter into this Amendment No. Four to reflect additional services not included in the Agreement or prior Amendments and to increase the total compensation. F. City and Consultant mutually desire to amend the agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Section 2 of the Agreement, as amended shall be supplemented to include the Scope of Services dated January 11, 2011, which is attached hereto as Exhibit 'A' and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 2. COMPENSATION The introductory paragraph to Section 4 of the Agreement, as amended, shall be 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 to the Agreement. Consultant's total amended compensation for all work performed in accordance with this Agreement and all prior amendments, including all reimbursable items and subconsultant fees, shall not exceed Sixty -Two Thousand, Two Hundred Eighty -Nine Dollars and no /100 ($62,289.00) without prior written authorization from City ( "Total Amended Compensation "). 2.1 The Total Amended Compensation reflects Consultant's additional compensation for additional services to be performed in accordance with this Amendment No. Four, including all reimbursable items and subconsultant fees, in an amount not to exceed Nineteen Thousand, Eight Hundred Thirty -Nine Dollars and no /100 ($19,839.00), without prior written authorization from City. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement and all prior amendments shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. Four on the dates written below. APPROVED AS TO FORM: OFFICE QF TH CITY ATTORNEY Date: Z•b' l( By: :�22 M Kt t �qrMecampAssistanytt'A orney 11 ATTEST: Date: CITY OF NEWPORT BEACH, A California municipal corporation Date: A S) a --u► \ By: 2 G� Dave kif> City Manager CONSULTANT: OVERLAND PACIFIC & CUTLER, INC., a California Corporation Date: By: By: l Leilani I. Brown Barry McDanie City Clerk Chief Executive Officer Date: 2 - 25S- 11 By: MWMAAq MaA Karon Chief Financial Officer Attachment: Exhibit A — Additional Services to be Performed m. �i January 11, 2011 EXHIBIT A Mr. Andy Tran, P. E., Senior Civil Engineer City of Newport Beach 3300 Newport Blvd. Newport Beach, California 92663 20 Fairbanks, Suite 178 Irvine, CA 92613 -1673 949.951.5263 ph 1949,951.6651 RE: Proposal to Amend the Term of the Professional Services Agreement and to Request a Change to Project Fee (Amendment No. 4) Jamboree Road at SR 73 Project Dear Mr. Tran: Overland, Pacific & Cutler, Inc. ( "OPC ") is requesting approval of additional funds necessary to complete the right of way acquisition and Caltrans certification process for the above referenced project. Over the last several months there have been extensive negotiations dealing with corporate owners and their attorneys to negotiate settlements and to renegotiate purchase and sale agreements and other acquisition documents. In addition, the City initiated the condemnation process after negotiations came to an impasse with the ownership of Back Bay Court. After turning over the file to the City, the City attorney requested additional assistance with condemnation documents and support activities, ex. to serve notices to tenants of Back Bay Court and to provide Proof of Service for each tenant — this effort is far outside the original scope of either the original contract or the subsequent amendment. (In addition, we were asked to order a litigation guarantee at the cost of $1,264, which I have added into the total amount requested on the next page.) As mentioned in Amendment No. 2, Caltrans continues to increase the responsibility of the Local Public Agencies, and because of the changes in Caltrans personnel and the State's budget constraints, there is very little assistance for the right of way certification process that District 12's Right of Way Local Programs can provide the City. During the preliminary right of way certification process, it became necessary for OPC to provide an enhanced level of service assisting the City Design Team and coordinating the utility portions of this assignment needed to comply with Caltrans certification requirements. Originally, this was not part of OPC's authorized scope, but Diana Staudinger's specialized skills with utility relocation and coordination filled a void for the City in preparing the right of way certification. The following is a list of tasks that were required to deliver the Right of Way required to certify the project with the majority of it being outside the scope of our currently proposed and approved services: 1) Prepared and presented multiple revisions (at the City's or the property owners' requests) of documents to the property owners including the Purchase and Sale Agreements and Permanent Easement and Temporary Construction Easement Deeds for continued negotiations with the owners of the SK Hart parcel and the Lexus Parcel. Fee - 20 hours at $115 or $2,300. 2) Additional eminent domain services requested by the City attomeys: - Consulted with City attorneys to prepare Tenant Notification Letters to be served to notify the tenants of the project and to provide them with a copy of the City's motion for a Prejudgment Order for Possession - Served all twenty two business tenants - Provided Proofs of Service for each tenant - Prepared and provided to City attomeys a spread sheet of the names and contacts for each business served and the date and time of service - Secured a Litigation Guarantee at the direction of the City Attorney: Fee - $1.264 (Lit. Guarantee) plus 50 hours at $115 ($5,750) for a total of $7,014. 3) Met additional R/W certification requirements issued by Caltrans District 12: - Provided binders with copies of documents from the parcel files, diaries, Corporate By -Laws and Articles of Incorporation and Operating Agreements showing authorized parties, the full appraisal, Preliminary Title Report, Offer Package and Statement of Value and Summary of the Basis for Appraisal. - Coordinated multiple additional certification revisions and approvals with the City and Caltrans District 12 Right of Way Division. Fee — 35 hours at $115 for a total of $4,025. 4) Provided assistance with the required forms and the process needed for utility coordination services for RBF Consulting for the utility portion of the R!W certification: - Assisted in utility certification requirements and process - Provided formats and samples of Utility Matrix, Notice to Owner, Utility Agreement, Work Windows for Specifications and Project Engineer's Certification of Utility Facilities. - Reviewed and commented on completed formats, PE Certification and Utility Plans Sheets to match with the utility portion of the R/W certification. Fee - 50 hours at $130 for a total of $6,500. We respectfully request an increase of $19,839 to our existing project budget As has been our practice, OPC will continually do whatever it takes to assist our clients in bringing their projects to successful completion. We strive to efficiently complete any task you ask of us, and while we are mindful of the overall project budget, we understand sometimes `things just need to get done," even if they are out of our originally defined scope. We realize oftentimes that time is of the essence when dealing with project deadlines, and due to our enduring relationships with our clients, we trust that compensation for providing out of scope services will be worked out in the end. Please don't hesitate to call if you have any questions or need clarification Sincerely, ~!Nand cifrc & Cutler, Inc. Armstrong, SR/W -ipaWice President AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT WITH OVERLAND PACIFIC & CUTLER, INC. FOR JAMBOREE ROAD BRIDGE WIDENING OVERSTATE ROUTE 73 THIS AMENDMENT NO. THREE TO PROFESSIONAL ,SERVICES AGREEMENT ( "Amendment No. Three ") is entered into as of this X771 day of Mmk )0 ,-201U; by and between the CITY OF NEWPORT BEACH, a California Municipal JCorporation ( "City "), and OVERLAND PACIFIC & CUTLER, INC. a California Corporation whose address is �e� ', Irvine, California 92618 ( "Consultant "), and is made with refe ence o e ollowmg: RECITALS: A. On February 10, 2009, City and Consultant entered into a Professional Services Agreement ( "Agreement ") for right of way appraisal and acquisition services for the Jamboree Road Bridge Widening Over State Route 73 ( "Project "). B. On November 2, 2009, City and Consultant entered into Amendment No. One to the Agreement to increase the scope of work and total compensation ( "Amendment No. One "). C. On May 11, 2010, City and Consultant entered into Amendment No. Two to the Agreement to increase the scope of work and total compensation ( "Amendment No. Two "). D. City desires to enter into this Amendment No. Three to extend the term of the Agreement to December 31, 2012, and update insurance requirements. E. City and Consultant mutually desire to amend the agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement shall be amended in its entirety and replaced with the following: The term of the Agreement shall terminate on December 31, 2012, unless terminated earlier as provided for in Agreement. 2. INSURANCE Section 14 of the Agreement shall be amended in its entirety and replaced with the following: Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. C. Coverage Requirements. L Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non- payment of premium) prior to such change. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. iv. Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: i. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. ii. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement and all prior amendments shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: /1,°.� / /n By: Ky ette eaucJ�ssistant City A r \„`l� C-1 ,j\ ATTEST: Date: AI II 6y: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: n Badum, Public Works Tjjg'K't Director CONSULTANT: OVERLAND PACIFIC & CUTLER, INC., a California Corporation Date: -2, 2-nA Bzrr'y McD niel Chief Exec tive Officer Date: 3 , )_Oki go Marek Karon Chief Financial Officer TE OF 'ook insurance Services, CA Lic 615808.32' Canoga Avenue Floor and Rills CA 91367 Overland Pacific & Cutler Inc. 3750. Schau €ele Ave., Suite 150 CA 90808 INSURANCE NAIC # THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED: NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTwitHsTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT'WBH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1S SUBJECT TO ALL THE TERMS,: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' tTR DO'L TV O U C POLICY NUMBER POLICY EFFECTIVE DATE'. MMIDDI VY' POLICY EXPIRATION. DATE MMIDDIYYW LIMITS GENERAL LIABILITY EACH OCCURRENCE $ '1,000,000 PREMISES Ea oesumence $ 300,060 A X X COMMERCAL GENERAL LABILITY CLAIMS MADE. Fx—]OCCUR 72UUNTR7859 6/l /2010 6/1/2011 MEDEXP Any one person) $ 10.000 PERSONAL& ADV INJURY $ 110001000 X $10,000 BI&PD Ded. Per Claim GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS - COMP /OPAGG $ 2,000,000 POLICY X ,PPCT LOC AUTOMOBILE LABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accitlen[) $ 1,000,000 X BODILY INJURY (Perperson) $ ' A ALL OWNED AUTOS SCHEDULED AUTOS . 72UUNTR7859 6/1/2010 6/1/2011 X X BODILY INJURY (Pef ecdtle0t) $ - HIRED AUTOS NON- ONAVED AUTOS X X PROPERTY DAMAGE IPeracatlen0 $ comp Dad $1,000 R Coll Dad $1,000 GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY AGG E %LESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 2,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 2,000,000 $ B DEDUCTIBLE 72RHUTR7849 6/1/2010 6/1/2011 $ RETENTION $ B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANY PROPRIETORFARTNERIEXECUTIVE X NC STATU- OTH- E.L. EACH ACCIDENT $ 11000,000 OFFICERIMEMBER EXCLUDED? ❑ (Mandatory in NH) 72WETQ9133 6/1/2010 6/1/2011 EL. DISEASE EA EMPLOYEE $ 1,000,000 It yes. deecnbe under SPECLAL PROVISIONS below ELDISEASE - POLICYLIMIT $ 1 000 000 C OTHERProfessional Liab. 24412763 003 6/1/2010 6/1/2011 Be claim $2,000,000 Claims Made Aggregate $2,000,000 $ 50,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS RE: Agreement - Jamboree Road Bridge Widening over State Route 73 Project The City of Newport Beach; its elected or appointed officers, officials, employees, agents and volunteers under the direct supervision of the city of Newport Beach are named as .additional insured per attached endorsement NHG00010605 (excl work comp) on primary & noncontributory basis where required by contract. Waiver of subrogation included on General Liability, Workers Compensation and Auto coverages per attached endorsements. Subject to policy terms, City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92658 SHOULD ANY OFTHEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THEEXPIRATION DATE THEREOF, THE ISSUING INSURER wLL ENDEAVOR TO MAIL * 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR D REPRESENTATIVE Nash /PNASH ,�`"<.••�•�'a.G ALUKU ZO(ZLILRII (CJ1988- 2000AUL)KULL1KYLIKAIKJN. Allrlg Oisreservea. INS025.pooeol) The ACORD.name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. .A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, :subject to the terms and conditions of the policy, certain .policies may require an endorsement A statement on this certificate does not confer ,rights to the certificate holder in lieu of such'. endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage: afforded by the policies listed thereon. vcUrcu zo rzuuarUIr I NS025(2UDW1) COMMENTS /REMARKS conditions, and exclusions -. *10 DAY NOTICE, OF CANCELLATION FOR NON - PAYMENT OF PREMIUM OFREMARK COPYRIGHT 2000, AMS SERVICES INC. ' have all your rights and duties under this Coverage Pali. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date. of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an Insured under another policy or would be an insured under such policy but for its tefminalion or the exhaustion of its limits of insurance; & Newly Acquired orFormed Organization - .Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured tinder this provision. 5, Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or 'organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability: However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- !'employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in "the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by its and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 (h) Any express warranty unauthorized by you; jc) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and 4hen repackaged in the original container, (e) Any failure to make such inspections; adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the o: products; (f) Demonstration, installation; servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product;. m (g) Products which, after distribution or safe by You, have been labeled or relabeled or used N as a container, part or Ingredient of any N other thing or substance by or for the o vendor; or 0 a (h) 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However; this exclusion does not apply to: (1) The exceptions contained in Sub- paragraphs (d) or (f); or (it) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such _ person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any 'occurrence" which lakes place after the equipment tease expires. c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these' additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any 'occurrence" which takes place after you cease to lease that land; or 1 Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer; or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) to the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional: exclusion applies: This insurance does not apply to "bodily injury ", "property damage" or 'personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage" included within the "products- completed operations hazard'. HG 00 0106 05 Page 11 of 18 f. Any Other Party n or organization who is not an ragraphs a, through e. above, but ,-It to liability for "bodily injury e" or "personal and advertising whole or in part, . by your acts or acts or omissions of those acting on your behalf:: (1)" In the performance of your ongoing operations; (2)' In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within {he "products - completed operations .hazard ", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; ;'and (b) This Coverage Para provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard ". With respect to the insurance afforded to these . additional insureds, this insurance does not apply to; "Bodily injury", "property damage" :or "personal and advertising injury' arising out of the rendering of; or tlie:failure to render, any professional architectural, engineering or surveying services, Including; (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits of Insurance. How this insurance applies when other insurance is available to the additional insured is described' in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing suits 2. General Aggregate Limit The General Aggregate Limit is the most we will ,pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages, because of "bodily injury` or "property damagd' included in the "products- completed operations) hazard"; and c. Damages Linder Coverage B. 3. Products - Completed Operations Aggregate Limit The Products-Cori Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage included in the "products- completed operations; hazard ". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage a for the sum of all damages because. of all "personal and advertising injury" sustained by anyone person or organization. 5. Each Occurrence' Limit Subject to 2, or 3, above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "properly damage" arising out of any one "occurrence ". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5, above, the Medical Expense Limit is the rnost we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONALANSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies Insurance provided under the-follawing: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional Insured Is an "Insured" for LIABILITY COVERAGE 'but only to the extent that person or organization qualities as an "Insured" under the WHO IS AN INSURED provision of Section.11 - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subragation, the Loss Condition - THANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS To US is applicable. Form HA 9913 0187 Printed In U.S.A. that are in excess of the applicable limit of insurance. An" agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the cla'imani's legal representative. 4. Otheeinsurance If other valid and collectible insurance is available to the insured for a; loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Mended Coverage, Builder's Risk, Installation .Risk or similar coverage for "your work "; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (j) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage'. to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A - Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if youhave agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contracti written agreement, or permit that this insurance is primary and non- coniributory with the additional insured's own insurance; this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or 'B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ", if no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first Page 14 of 18 HG 00 01 06 05 If any of the other insurance does not ,permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. Ai the close of rs each audit period we will compute the :earned- N premium for that period and send notice to the first Named Insured, The due date_ for audit and retrospective premiums is the date shown as the due date on the bill. If lire sum of the advance and o audit premiums paid for the policy period is greater o than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. o- 6. Representations a. When You Accept This Policy By accepting this policy, you agree; (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and _ (3) We have issued this policy in reliance upon your _ representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shalt not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit' is brought. S. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to Impair them. At our request, the HG 00 01 06 05 insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any (payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before,the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1 'Advertisement" means the widespread public dissemination of information or images that has the Purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) 'Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products;.or b. An interactive conversation between or among persons through a computer network. 2. 'Advertising idea" means any idea for an "advertisement". 3. 'Asbestos hazard' means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. 'Auto" means a land motor vehicle, trotter or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment'. 5, 'Bodily injury" means physical:. a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at anytime. Page 16 of 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WE TQ9133 Endorsement Number: Effective Dates 06101110 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: OVERLAND PACIFIC AND CUTLER INC. 3750 SCHAUFELE AVE SUITE 150. LONG BEACH, CA 90808 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named In the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees white engaged In the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. Person or Organization BLANKET AS REQUIRED BY WRITTEN CONTRACT SCHEDULE 2 % of the California workers' compensation Job Description BLANKET AS REQUIRED BY WRITTEN CONTRACT Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 06/18/10 Policy Expiration Date: 06/01/11 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 1 -05 -11 Dept. /Contact Received From: Date Completed: 1 -06 -I1 Sent to: Shauna By: Carol Hart Company /Person required to have certificate: Overland Pacific & Cutler Inc. I. GENERAL LIABILITY A. INSURANCE COMPANY: Hartford Fire Insurance B. AM BEST RATING (A -: VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? IM Occ /2M Agg E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers) N Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? N Yes ❑ No G. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? N Yes ❑ No H. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence' wording? ❑ Yes N No I. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor Wording Present 11. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Hartford Casualty Insurance Company B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A ❑ Yes ❑ No F. NOTIFICATION OF CANCELLATION: Although there is a provision that requires notification of cancellation by certified mail; per Lauren Farley, the City will accept the endeavor wording. Endeavor Wording Present III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Hartford Casualty Insurance Company B. AM BEST RATING (A -: VII or greater): A: XV C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: January 6, 2011 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ❑ Requires approval /exception /waiver by Risk Management B &B initials Comments: Approved: Risk Management Date L+Ifl I AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH OVERLAND PACIFIC & CUTLER, INC. FOR JAMBOREE ROAD BRIDGE WIDENING OVER STATE ROUTE 73 V THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT, is entered into as of this day of 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corpora' n ( "CITY "), and OVERLAND PACIFIC & CUTLER, INC., a California Corporation whose address is 20 Fairbanks, Suite 178, Irvine, California 92618 ( "CONSULTANT "), and is made with reference to the following: RECITALS: A. On February 10, 2009, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT," for right -of -way appraisal and acquisition services for the Jamboree Road Bridge Widening Over State Route 73 project, hereinafter referred to as "PROJECT." B. CITY and CONSULTANT have entered into one separate AMENDMENT of the AGREEMENT, the latest dated November 2, 2009. C. CITY desires to enter into this AMENDMENT NO. TWO to reflect additional services not included in the AGREEMENT or prior AMENDMENT and to increase the total compensation. D. CITY desires to compensate CONSULTANT for additional professional services needed for PROJECT. E. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. TWO," as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of the AGREEMENT shall remain unchanged and will terminate on the 31 s1 day of December, 2010. 2, ADDITIONAL SERVICES TO BE PERFORMED In addition to the services to be provided pursuant to the AGREEMENT and_ AMENDMENT NO. ONE, CONSULTANT shall diligently perform all the services described in AMENDMENT NO. TWO including, but not limited to, all work set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. COMPENSATION 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 to the AGREEMENT. Consultant's total amended compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Forty - Two Thousand, Four Hundred and Fifty Dollars and no/100 ($42,450.00) without prior written authorization from City, 3.1 The amended compensation reflects Consultant's additional compensation for additional services to be performed in accordance with this AMENDMENT NO. TWO, including all reimbursable items and subconsultant fees, in an amount not to exceed Eight Thousand. Two Hundred and Fifty Dollars and no/100 ($8,250.00), without prior written authorization from City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. TWO on the date first above written. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By- I4W L eonie Mulvihill, Assistant City Attorney ATTEST: By: w V- Leilani'l. Brown, City Clerk Attachment: CITY OF NEWPORT BEACH, A Municipal Corporation By: DaW A. Kiff City Manager CONSULTANT: OVERLAND PACIFIC & CUTLER, INC., _ - terry WDaniel, Chief kecutive Officer By: arek Karon, Chief Financial Officer Exhibit A — Additional Services to be Performed 2 EXHIBIT A March 19, 2010 EXHIBIT A Mr. Andy Tran, P.E., Senior Civil Engineer City of Newport Beach 3300 Newport Blvd. Newport Beach, Califomia 92663 RE: Request for Change to Project Fee (Amendment No. 2) The City of Newport Beach's Jamboree Road at SR 73 Project Dear Mr. Tram: OPC has exhausted its R/W services budget prior to completion of the final R/W services activities and would like to request a foe amendment from the City of Newport Beach. In December 2009 Overland, Pacific & Cutler, Inc. (OPC) provided the City of Newport Beach with a proposal for services for this project. The project was briefly on hold pending authorization from the City to make offers based on the appraisals submitted in February 2009 and then restarted in August 2009. On August 26, 2009 Ray Armstrong and I met with you at the project site to go over the acquisitions and project impacts to restart the project. As a result of the field meeting and subsequent follow up correspondence with Caltrans Right of Way Local Programs, it was determined that a change in scope was needed to comply with Caltrans Certification Requirements. OPC still has to complete negotiations with SK Hart, the Lexus property owner, Back Bay Court, and has to finalize the escrow closures and prepare the final right of way certification. There are two principal asps supporting our request. First, the project management and acquisition services fee proposed for this project were based on the original acquisition of two properties and to provide R/W Certification to comply with the City's Cooperative Agreement with Caltrans. There have been numerous changes in Caltrans personnel over the past few years resulting in some procedural changes when it comes to the right of way certification process. Today, this effort may represent a significant work effort whereas in the past, the LPA mostly led the process. Because of the additional hours used for re-mobilization, changes with the appraisals and multiple kickoff meetings, coordinating the questions and answers regarding Caltrans policy and procedures, we should have requested an adjustment to accommodate the additional time spent on these activities. We would estimate an additional 40 hours, or 15,250 to complete the project management and certification of the project. The second 'Rem contributing to OPC's exhaustion of the budget is the fee proposed for aequirirrg the Lexus Property. When it was determined that it was necessary to add the Lexus parcel to the project the City wanted to take the lead since there had been negotiations with the owner in the past for other projects, OPC considered this and proposed an acquisition fee much less than the fee would normally be. Even though the City was the lead and OPC supported the process to acquire the property rights needed from the L exus parcel, OPC needed to spend more time than originally estimated to prepare and get approval of special clauses for the agreement and to coordinate landscaping estimates to be included in the settlement with the owner. Effectively, this parcel consumed as many hours as the rest and should have been bid accordingly. We would like to ask for an adjustment of $3,000 for this parcel. Total requested fee adjustment is $8,250 We appreciate your efforts in administering this project and look forward to finishing up the project this year. Sincerely, Overland, Pack & Culler. Inc. liana i Staudihi geN Project Manager AMENDMENT NO.ONE TO i PROFESSIONAL SERVICES AGREEMENT WITH OVERLAND PACIFIC & CUTLER, INC. FOR JAMBOREE ROAD BRIDGE WIDENING OVER STATE ROUTE 73 THIS AMENDMENT NO. ONE TO F S1�ZONAL SERVICES AGREEMENT, is entered into as of this � day of a{� GY , 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "CITY "), and OVERLAND PACIFIC & CUTLER, INC., a California Corporation whose address is 10 Hughes, Suite A -207, Irvine, California 92618 ( "CONSULTANT "), and is made with reference to the following: RECITALS: A. On February 10, 2009, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT," for right of way appraisal and acquisition services for the Jamboree Road Bridge Widening Over State Route 73 project, hereinafter referred to as "PROJECT." B. CITY desires to enter into this AMENDMENT NO. ONE to reflect additional services not included in the AGREEMENT and to increase the total compensation. C. CITY desires to compensate CONSULTANT for additional professional services needed for PROJECT. D. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. ONE," as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of the AGREEMENT shall remain unchanged and will terminate on the 31 s' day of December, 2010. 2. ADDITIONAL SERVICES TO BE PERFORMED In addition to the services to be provided pursuant to the AGREEMENT, CONSULTANT shall diligently perform all the services described in AMENDMENT NO. ONE, including but not limited to, all work set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. COMPENSATION 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 to the AGREEMENT. Consultant's total amended compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Thirty - Four Thousand, Two Hundred Dollars and no/100 ($34,200.00) without prior written authorization from City, 3.1 The 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 ouv�,�i i:ulkUi Il IUU.�, Ili GII I C I IUUI Il I IUL LU CnUGi--U L-1 I Il I 1 IUUJdI IU, U-1 1 Il Hundred Dollars and no/100 ($8,800.00), without prior written authorization from City. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. ONE on the date first above written. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: vette . B c p Assistant City Attorney ATTEST: By: Leilani I. Brown City Clerk Attachment: CITY OF NEWPORT BEACH, A Municipal Corporation By: )�� (�J� D d A. Kiff, City Manager CONSULTANT: OVERLA PACIFIC & CUTLER, IN N. 0 Barry McDtniel, Chi?f Executive Officer larek Karon, hief Financial Officer Exhibit A — Additional Services to be Performed September 28, 2009 Mr. Andy Tran, P.E., Senior Civil Engineer City of Newport Beach 3300 Newport Blvd. Newport Beach, California 92663 RE: Proposal for Amendment No. I to provide Right of Way Appraisal and Acquisition Services for the City of Newport Beach's Jamboree Road at SR 73 Project Dear Mr. Tran: In December 2008 Overland, Pacific & Cutler, Inc. (OPC) provided the City of Newport Beach with a proposal for services for this project. The project was briefly on hold and is now back on. On August 26, 2009 Diana Staudinger and I met with you at the project site to go over the acquisitions and project impacts. As a result of the field meeting and subsequent follow up correspondence with Caltrans Right of Way Local Programs, it was determined that a change in scope is needed to comply with Caltrans Certification Requirements. In addition to the scope of work outlined in the December 2008 proposal, which included Right of Way from two private property owners, the project will require additional Right of Way from one private property owner. The City has also requested revisions of the two appraisals that have been prepared for the project, reducing the temporary construction easements from twelve (12) months to three (3) months. Please review the scope (Exhibit A) and fee (Exhibit B) provided herein and provide us with your Authorization to Proceed once you get our scope and fee approved. Sincerely, Overland e' e & Cut y ng, SR/WA Princ pal/Vice President EXHIBIT A Project Understanding — R/W Components The project now requires additional Right of Way from three (3) private properties located at the intersection of Jamboree Road and the SR 73 highway overcrossing. Two of the three properties were appraised by The Kiley Company in January 2009 and will need to be revised to reduce the temporary construction easement from twelve (12) months to three (3) months. In addition to the appraisal revisions, one additional private property will need to be appraised. All assumptions outlined in proposal dated December 29, 2008 still apply. Scope of Work iu uddiiiuu iu iirc Scope of yr ut K uutimed in propusni hated December 29, 2005 Appraisal Services (subcontracted to the Kiley Company) 1. Subcontracted appraiser will appraise the one (1) additional private property for the project. 2. Subcontracted appraiser will revise the two (2) appraisals completed for the project to reduce the temporary construction easement from twelve (12) months to three (3) months. Acquisition Services — Fee Owner 1. OPC will provide acquisition services to include the one (1) additional private property needed for the project. Escrow Coordination or Eminent Domain Coordination Services 1. OPC will provide Escrow Coordination or Eminent Domain Coordination services to include one (1) additional private property needed for the project. Title Clearance Services 1. OPC will provide Title Clearance services to include one (1) additional private property needed for the project. Right of Way Certification Services 1. OPC will provide Right of Way Certification services to include one (1) additional private property needed for the project. Page 2 WN`ile W'. R/W Project Fee Appraisals are billed as a fixed fee, but the balance of the project fees will be billed each month on an hourly basis, based on the total anticipated budget. Our services fees are based on the appraisal and partial acquisition of a total of 3 separate properties. As properties are added or deleted, the total project fee will have to be adjusted. Similarly, if the project is terminated or negotiations are extended, we may ask to modify the budget either up or down. The following fees will be in addition to the proposal dated December 29, 2008. Project Planning & Management I S No Change Acquisition Services $2,750 1 at $2,000 + I requiring title clearance at $750 Appraisal Services (vendor /subcontractor) I $6,050 1 at 54,500; 2 revisions at $500 + 10% OPC's administrative expenses TOTAL 1 $ 8,800 (original Total $25,400) 1 Page 3