Loading...
HomeMy WebLinkAboutC-4493 - PSA for Big Canyon ReservoirS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT WITH HILTS CONSULTING GROUP, INC. FOR BIG CANYON RESERVOIR THIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT ( "Amendment No. Three "), is entered into as of this W day of W*-, 2�WW4-by and between the CITY OF NEWPORT BEACH, —g California Municipal' Corporation ( "City "), and HILTS CONSULTING GROUP, INC., a California Corporation whose address is 16716 Quail Country Avenue, Chino Hills, California 91709 ( "Consultant "), and is made with reference to the following: RECITALS: A. On March 3, 2010, City and Consultant entered into a Professional Services Agreement ( "Agreement ") to conduct material performance investigations and provide repair recommendations for the Big Canyon Reservoir ( "Project "). B. On November 15, 2010, City and Consultant entered into Amendment No. One to the Agreement to extend the term of the Agreement, increase the scope of work and increase the total compensation ( "Amendment No. One "). C. On August 29, 2011, City and Consultant entered into Amendment No. Two to the Agreement to increase the scope of work and increase the total compensation ( "Amendment No. Two "). D. City desires to enter into this Amendment No. Three to extend the term of the Agreement to April 30, 2012. 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, as amended shall be amended in its entirety and replaced with the following: The term of the Agreement shall terminate on April 30, 2012, unless terminated earlier as provided for in Agreement. 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement as amended shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. Three on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: o/d -3 /6I Leonie lMOlvihill Assistant City Attorney ATTEST: _ Date: ' By: ii�&° • /�iat--�— Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A Californiapuni�ccipal corporation Date: ///3 //Z-- . Director CONSULTANT: HILTS CONSULTING GROUP, INC., a California Corporation and Treasurer AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH HILTS CONSULTING GROUP, INC. FOR FOR BIG CANYON RESERVOIR THIS AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT ( "Amendment No. Two "), is entered into as of this day of 2011, by and between the CITY OF NEWPORT BEACH, a California Muht6pal Corporation ( "City "), and HILTS CONSULTING GROUP, INC., a California Corporation whose address is 16716 Quail Country Avenue, Chino Hills, California 91709 ( "Consultant "), and is made with reference to the following: RECITALS: A. On March 3, 2010, City and Consultant entered into a Professional Services Agreement ( "Agreement ") to conduct material performance investigations and provide repair recommendations for the Big Canyon Reservoir ( "Project "). B. On November 15, 2010, City and Consultant entered into Amendment No. One to the Agreement to extend the term of the Agreement, increase the scope of work and increase total compensation ( "Amendment No. One "). 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 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 June 23, 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 -Three Thousand, Five Hundred Thirty -Three Dollars and no /100 ($63,533.00) without prior written authorization from City ( "Total Amended Compensation "). No billing rate changes shall be made during the term of this Agreement without the prior written approval of the City. 3.1 The Total Amended Compensation reflects Consultant's additional compensation for additional services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty -Eight Thousand Dollars and no /100 ($28,000.00), without prior written authorization from City. 3. 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. 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: 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. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement as amended 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 dates written below. APPROVED AS TO FORM: OFFIC THE CITY ATTORNEY Dater 0 Leonie Mulvihill Assistant City Attorney ATTEST: g II Date: 1 By: v Ai D.. bm� - Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: ro //� //i Public Works Director CONSULTANT: HILTS CONSULTING GROUP, INC., a California Corporation Date: By. Doug[ i[ts, Pr ent and Treasurer Attachment: Exhibit A — Additional Services to be Performed Exhibit B — Fee Schedule EXHIBIT A Big Canyon Reservoir— Floating Cover Material Investigations Scope of Services for Professional Engineering Services — Addendum 2 Exhibit A ope of Work Technical engineering services for the Big Canyon Reservoir Floating Cover Material Investigations are proposed on an as- needed basis and as directed by the City. The professional engineering services envisioned at this time include: C Perform up to (9) floating cover walk -on inspections, as requested by the City. Inspections shall include marking and documenting floating cover material degradation and provide recommendations to City staff. C Prepare floating cover walk -on inspection report. Provide engineering technical support as directed by the City. G Attend up to (3) meetings with the City. This proposal is based on the following assumptions: Material sampling and testing is not included. C City shall provide coordination with regulatory agencies. C City shall provide potential litigation coordination with polypropylene material manufacturer. V Arbitration, mediation, and depositions are not included. Professional Fees Due to the variable scope of work, the professional fees for the material investigations are proposed on a time and materials basis. For the tasks outlined above, professional engineering fees are estimated to be $28,000. At the direction of the City, additional services may be performed and shall be based on the hourly rates contained in the original contract. Hilts Consulting Group, Inc. H 16716 Quail Country Ave. Chino Hills, CA 91709 (909) 590 -5200 EXHIBIT B r 11 ` C^ l] HILTS CONSULTING GROUP. INC. FEE SCHEDULE FOR PROFESSIONAL ENGINEERING SERVICES Professional Services: Classification / Title Hourly Billing Rate Principal $190.00 Senior Engineer $160.00 Project Draftsperson $100.00 Clerical $50.00 Reimbursable Expenses Reproduction Cost + 15% Outside Consultant Services Cost + 15% Automobile Transportation $0.55 / mile Delivery / Courier/ Express Mail Cost + 15% Travel / Subsistence Cost Notes: 1. Automobile transportation reimbursable expenses for calendar years after 2011 shall be adjusted per IRS regulations for vehicular expenses. H L/Its Consulting Group, Inc, PI 4091 Riverside Dr., Suite 105 r Chino, CA 91710 Gi (909) 364 -1110 I AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH HILTS CONSULTING GROUP, INC. FOR BIG CANYON RESERVOIR THIS AMENDMENT NO. ONE TO PROFESS SERUI ES AGREEMENT ( "Amendment No. One "), is entered into as of this �STrlday of Oi-W r _ , 2010, by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and HILTS CONSULTING GROUP, INC., a California Corporation whose address is 4091 Riverside Drive, Suite 105, Chino, California 91710 ( "Consultant "), and is made with reference to the following: RECITALS: A. On March 3, 2010, City and Consultant entered into a Professional Services Agreement ( "Agreement ") for investigation services for the Big Canyon Reservoir ( "Project "). B. City desires to enter into this Amendment No. One to reflect additional services not included in the Agreement to extend the term of the Agreement to December 31, 2011 and to increase the total compensation. C. 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, 2011, .unless terminated earlier as provided for in Agreement. 2. SERVICES TO BE PERFORMED Section 2 of the Agreement, shall be supplemented to include the Scope of Services dated September 10, 2010, 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. 3. COMPENSATION The introductory paragraph to Section 4 of the Agreement 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 including all reimbursable items and subconsultant fees, shall not exceed Thirty -Five Thousand, Five Hundred Thirty -Three Dollars and no/100 ($35,533.00) without prior written authorization from City ("Total Amended Compensation"). 3.1 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 Sixteen Thousand Dollars and no/100 ($16,000.00), 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 dates below. APPROVED AS TO FORM: OFFICE OF HE CITY ATTORNEY Date: By: Leonie Mulvihill, � �\ Assistant City Attorney ATTEST: Date: 10 By: Leilani I. Brown, City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: 1i ►►���� By:—�� Dave Kiff, City Manager CONSULTANT: HILTS CONSULTING GROUP, INC., a California corporation Date: /o/Z712olo By: Dou ilts, P ident and Treasurer Attachment: Exhibit A — Additional Services to be Performed N C G City of Newport Beach Public Works Department 3300 Newport Boulevard Newport Beach, CA 92663 Attn.: Mr. Mike Sinacori Mr. Sinacori, Hills Consulting Group, Inc. 4091 Riverside Dr., Suite 105 Chino, CA 91710 (909) 364 -1110 September 10, 2010 (via email) Big Canyon Reservoir — Floating Cover Material Investigations Proposal for Professional Engineering Services — Addendum 1 Hilts Consulting Group, Inc., (HCG) was retained by the City of Newport Beach (City) at the beginning of March 2010 to provide engineering services for the Big Canyon Reservoir Floating Cover Material Investigations. The original engagement was based on a time and materials not to exceed contract. Since the contract inception HCG has provided engineering services on an as- needed basis and at the direction of the City. Some of the services performed during the original contract were outside of the originally anticipated scope but were provided at the request of the City to support the necessary investigations. The original contract was based on assumed 4 month duration, and at the end of August the original contract amount is nearly expended. HCG would like to submit our contract addendum number 1 proposal to continue to provide additional, as- needed professional engineering services to the City for the subject project. As in the past, the scope of work and nature of the work is highly variable and cannot be fully quantified. This proposal is based on HCG providing technical engineering services on an as- needed basis and as directed by the City. The professional engineering services envisioned at this time may include all or some of the following: • Provide project management and coordination for estimated 16 weeks duration. • Attend up to (3) meetings with the City. • Provide coordination with floating cover repair contractor for grillage repairs. • Provide coordination with Cooley regarding repair materials. • Perform up to (2) site visits during floating cover repairs at grillages. • Collaborate with polypropylene material manufacturer on floating cover material repair methods. • Provide engineering technical support as directed by the City. This proposal is based on the following assumptions: • Material sampling and testing is not included. • Professional services do not include material repair design services (drawings and specifications). • City shall provide coordination with regulatory agencies. H1\ V 4091 Riverside Dr., Suite 105 Chino, CA 91710 (909) 364 -1110 Big Canyon Reservoir — Floating Cover Material Investigations Proposal for Professional Engineering Services — Addendum 1 September 10, 2010 Paae 2 • City shall provide potential litigation coordination with polypropylene material manufacturer. • Arbitration, mediation, and depositions are not included in this proposal. PROFESSIONAL FEES: Due to the variable scope of work, the professional fees for the material investigations are proposed on a time and materials basis. For the tasks outlined above, professional engineering fees are estimated to be $16,000. At the direction of the City, additional services may be performed and shall be based on the hourly rates in the attached fee schedule plus reimbursable expenses. HCG will submit invoices to the City on a monthly basis for work performed during the billing period. Invoices will document services performed during the billing period as state remaining balance of the estimated amount stated above. Payments are due 30 days from receipt of invoice. HCG represents that the services shall be performed, within the limits prescribed by the City, in a manner consistent with that level of care and skill ordinarily exercised by other professional consultants under similar circumstances. No other representations the City, express or implied, and no warranty or guarantee is included or intended in this proposal, or in any report, opinion, or document. However, should HCG be found to have been negligent in the performance of professional services, the maximum aggregate amount of the City's recovery against HCG shall be limited to the amount of the professional fees paid to HCG. HCG appreciates the opportunity to submit our proposal and looks forward to collaborating with the City on the Big Canyon Reservoir Floating Cover Material Investigations. If you have any questions regarding this proposal, please call me at (909) 364 -1110. Very truly yours, Hilts Consulting Group, Inc. ougla Milts, S.E. President G Chino, CA 91710 - (909)364 -1110 C HILTS CONSULTING GROUP, INC. FEE SCHEDULE FOR PROFESSIONAL ENGINEERING SERVICES Professional Services: Classification / Title Hourly Billing Rate Principal $190.00 Senior Engineer $160.00 Project Draftsperson $100.00 Clerical $50.00 Reimbursable Expenses Reproduction Cost + 15% Outside Consultant Services Cost + 15% Automobile Transportation $0.55 / mile Delivery / Courier/ Express Mail Cost + 15% Travel / Subsistence Cost Notes: 1. "Of. 2. Automobile transportation reimbursable expenses for calendar years after 2010 shall be adjusted per IRS regulations for vehicular expenses. Hilts Consulting Group. Inc. \ - _ 4091 Riverside Dr., Suite 105 C ) - - Chino, CA 91710 G - - - - (909) 364 -1110 PROFESSIONAL SERVICES AGREEMENT WITH HILTS CONSULTING GROUP, INC. FOR BIG CANYON RESERVOIR THIS AGREEMENT is made and entered into as of this day of 'V YArW l 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and HILTS CONSULTING GROUP, INC. a California Corporation whose address is 4091 Riverside Drive, Suite 105, Chino, California, 91710 ( "Consultant'), 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 is planning to conduct an investigation on the Big Canyon Reservoir Floating Cover Materials. C. City desires to engage Consultant to conduct material performance investigations and provide repair recommendations for the Big Canyon Reservoir ( "Project "). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project, shall be Douglas Hilts, S.E. F. 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 above written date, and shall terminate on the 315` day of December, 2010, 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. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 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. The failure by Consultant to strictly adhere to the schedule may result in termination of this Agreement by City. 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 to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator 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. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 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 Nineteen Thousand, Five Hundred Thirty -Three Dollars and no /100 ($19,533.00) 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. 4.1 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) days after approval of the monthly invoice by City staff. E 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 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 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 DOUGLAS HILTS 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. 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. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. MIKE SINACORI shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized 191 representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. 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. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 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. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in 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, or 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 govemmental agencies. ri 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. 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 attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. 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 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. 5 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 and /or his /her duly authorized designee 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, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. 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. D. Coverage Requirements. Workers' Com ensation Coverage. Consultant shall ma' ��Compensation Insurance and Emplo lability pt,} Insurance fo?tti her employees in acco a with the laws of the State of California. ditio nsultant shall require each subcontractor to simil a Workers' Compensation Insurance and yer's Liability Insura accordance with the la a State of California for all of the s actor's oyees. Any notice of cancellation or non - renewal o H Compensation policies must be received by east ,1 thirty (30) c days (10 calendar days notice of non- payment of premium) pno ge. The insurer shall agree to waive all rights of a ion its officers, agents, employee olunteers for losses arising from rformed for City. 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, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 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 one million dollars ($1,000,000) combined single limit for each occurrence. iv. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. 7 iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) calendar days (10 calendar days written notice of non - payment of premium) written notice has been received by City. F. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. G. 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. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or cotenancy, 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 City and Consultant agree that subconsultants may be used to complete the work outlined in the Scope of Services. The subconsultants authorized by City to perform work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and 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. The City is an intended beneficiary of any work F1 performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the 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 Each and every report, draft, map, record, plan, document and other writing produced (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. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. 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 authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the work 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 9 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 his/her 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 paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. 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. lift 25. NOTICES All notices, demands, requests or approvals 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. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Mike Sinacori Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3342 Fax: 949 - 644 -3308 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Douglas Hilts Hilts Consulting Group, Inc. 4091 Riverside Drive, Suite 105 Chino, California 91710 Phone: 909 - 364 -1110 Fax: 814 - 284 -8791 26. TERMINATION 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. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving 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. 11 27. 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. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 29. 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. 30. 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. 31. 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. 32. 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. 33. 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. 12 34. 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. 35. 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 of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By: Y yne D 'Beac mp, Assistant City ATTEST: By: la ` 6 V rUVYY"' Leilani I. Brown, City Clerk CITY OF NEWPOR� ACH, A Municipal CORon KG. Badum, Works Director HILTS CONSULTING GROUP, INC.: y: --F-) "'� 7,ff �11'z Das Hilts, Zsicent and Treasurer Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates 13 �1. C � City of Newport Beach Attn.: Mr. Mike Sinacori Mr. Sinacori, Hilts Consulting Group. lnc. 4091 Riverside Dr., Suite 105 Chino, CA 91710 (909) 364 -1110 January 29, 2010 (via email) Big Canyon Reservoir — Floating Cover Material Investigations Proposal for Professional Engineering Services — Rev.1 Hilts Consulting Group, Inc., (HCG) would like to submit our proposal to the City of Newport Beach (City) for engineering services for the Big Canyon Reservoir Floating Cover Material Investigations. The proposal is based on telephone conversations and emails with the City regarding the City's needs specific to this investigation. The existing reinforced polypropylene, weight - tensioned floating cover was installed at the Big Canyon Reservoir In 2004. Since the construction, the City has noted issues related to the reinforced polypropylene floating cover material, consisting of: 1) large areas of exposed scrim in several roll stock widths, 2) holes in floating cover at access hatches, 3) holes in floating cover at top of mixer grillages, and 4) fine suspended particulate matter (possibly polypropylene) in water around access hatches. The scope of work has been broadly described as material performance investigations and repair recommendations. The scope of work and nature of the investigations is highly variable and cannot be fully quantified at this time. This proposal is based on HCG providing technical engineering services on an as- needed basis and as directed by the City. The professional engineering services envisioned at this time may include all or some of the following: • Provide project management and coordination for estimated 15 weeks duration. • Attend up to (2) meetings with the City. • Review original floating cover construction documentation materials, including drawings, specifications, and contractor construction submittals. • Review diver inspection documentation, including written reports, photos, and/or video. • Perform up to (2) site visits to review condition of existing floating cover. • Conduct (1) interview with City staff to review historical floating cover operations, historical floating cover inspection and maintenance procedures, and review reservoir operational criteria. • Review material investigations performed by polypropylene material manufacturer, Cooley. • Collaborate with Cooley on floating cover material repair methods. • Provide preliminary assessment and opinion of floating cover material issues. • Provide engineering technical support as directed by the City. Hilts Consuldna Group. Inc. 14 4091 Riverside Dr., Suite 105 C Chino, CA 91710 (909) 364 -1110 Big Canyon Reservoir— Floating Cover Material Investigations Proposal for Professional Engineering Services — Rev,1 January 29, 2010 Page 2 Prepare written opinion of findings, opinions, and recommendations. This proposal is based on the following assumptions: • Material sampling and testing is not included. • Professional services do not include material repair design services (drawings and specifications). • City shall provide coordination with regulatory agencies. • City shall provide coordination with polypropylene material manufacturer. • Review of civil, geotechnical, structural, mechanical, electrical, instrumentation and controls, and other areas outside of the floating cover material issues are outside this proposal scope of work. • Arbitration, mediation, and depositions are not included in this proposal. PROFESSIONAL FEES: Due to the variable scope of work, the professional fees for the material investigations are proposed on a time and materials basis. For the tasks outlined above, professional engineering fees are estimated to be $19,500. At the direction of the City, additional services may be performed and shall be based on the hourly rates in the attached fee schedule plus reimbursable expenses. HCG will submit invoices to the City on a monthly basis for work performed during the billing period. Invoices will document services performed during the billing period as state remaining balance of the estimated amount stated above. Payments are due 30 days from receipt of invoice. HCG represents that the services shall be performed, within the limits prescribed by the City, in a manner consistent with that level of care and skill ordinarily exercised by other professional consultants under similar circumstances. No other representations the City, express or implied, and no warranty or guarantee is included or intended in this proposal, or in any report, opinion, or document. However, should HCG be found to have been negligent in the performance of professional services, the maximum aggregate amount of the City's recovery against HCG shall be limited to the amount of the professional fees paid to HCG. Hilts Consulting Group, Inc. H 4091 Riverside Dr., Suite 105 C Chino, CA 91710 (909) 364 -1110 Big Canyon Reservoir — Floating Cover Material Investigations Proposal for Professional Engineering Services — Rev.1 January 29, 2010 Page 3 HCG appreciates the opportunity to submit our proposal and looks forward to collaborating with the City on the Big Canyon Reservoir Floating Cover Material Investigations. If you have any questions regarding this proposal, please call me at (909) 364 -1110. Very truly yours, Hilts Consulting Group, Inc. ougla ilts, S.E. President Hilts Consulting Group. Inc. tl 4091 Riverside Dr., Suite 105 C Chino, CA 91710 Cj (909) 3641110 EXHIBIT B TMKs (unes) W.- Chu (plsld) labor Reimb TOM TWIb Roum Fee MG Guan IdamUan) Pdn. E19. Fae(p) Ban. E19. Fee b) d8R I Fab d) E iw i tw i 1W rtpineerin Invesgpatlons 170 $11780 $7.30 SO $1" 178 1191999 ro MenegompMl Dbsipn CaoMlvpan 15 r/MS 2h. 00 SSjW e6lMgawlNG 2.qs 4MS B p $1.520 Miles 2mt Y 70 mugs $7 btibr Comtmtli0ndowmddb 1 24 h! 24 8 SE.B6O U diver evD[m dopmwnhtwn 1 6 6 5860 06vbib 2 4MS B s 51,28D _ Musa 6 2mtps 70 m8es $ StalllmeMBws 1 4 0 p $780 Miwbpv lmt, 7Dmpeb 70 f2 vvtey lsthtievrs Ewmdllm5on 1 BMS B 11,520 Invest twos 1 BM 0 b $1260 "'I .L. airmme les 20h _ 0 f0 ayhrvcal memorandum 1 12n 12 EZ.280 _ 0 RelmDUmabka 0 i0 0 $200 0 SBw uetlonNllaR eaen0odaty, iT ablfaltebtin8 Flnbl GaoIjn ftbWUlq 1 1781 is 11180 E 790p 30 W31 178 E1 r. H 1 C��±± L7 HILTS CONSULTING GROUP. INC. FEE SCHEDULE FOR PROFESSIONAL ENGINEERING SERVICES Professional Services: Classification I Title Hourly Billing Rate Principal $190.00 Senior Engineer $160.00 Project Draftsperson $100.00 Clerical $50.00 Reimbursable Expenses Reproduction Cost+ 15% Outside Consultant Services Cost + 15% Automobile Transportation $0.55 / mile Delivery / Courier/ Express Mail Cost + 15% Travel / Subsistence Cost Notes: 1. ca e inAa". 2. Automobile transportation reimbursable expenses for calendar years after 2010 shall be adjusted per IRS regulations for vehicular expenses. Hilts Consulting Group, Inc. 4091 Riverside Dr., Suite 105 C Chino. CA 91710 G (909) 364 -1110 AID ° CERTIFICATE OF LIABILITY INSURANCE D6 /22 RDD009 6/22/2009 PRODUCER (714) 731 -7700 FAX: (714) 731 -7750 Cornerstone Specialty Insurance Services, Inc. 14252 Culver Drive A299 Irvine CA 92604 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC R INSURED HILTS CONSULTING GROUP 4091 Riverside Drive, Ste. 105 Chino CA 91710 INSURERAContinental Casualty Company P EX %RATION INSURER B:Beazley Ins. Cc INSURER C: INSURER D. INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R DD' ANCE POLICY NUMBER P�DUCY EFFECTVE P EX %RATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ I OLIO 000 E $ 3300 000 A, X X COMMERCIAL GENERAL LIABILITY CLAM MADE QX OCCUR 2090670052 6/16/2009 6/16/2010 MED EXP (Any a Pe ) $ 10,000 PERSONAL &AOV INJURY $ 11000,0001 X ADDITIONAL INSURED PER SND'T FORM X WZT WAIVER OF SUBIC GENERAL AGGREGATE $ 21000.000 455- 146968 -A AS GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S 2 000 OOO REQUIRED BY WRITTEN POLICY X PRO- LOC CONTRACT AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMB (Ea aetidant) $ 1,000,000 BODILY INJURY (Pes Pe ) $ A ALL OWNED AUTOS SCHEDULED AUTOS ZD90670052 6/16/2009 6/16/2010 X BODILY MJLN2Y (Per accMerd) $ HIRED AUTOS NON-OWNED AUTOS X PROPERTY DAMAGE (Per ercdam $ GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS (UMBRELLA UABRJTT EACH OCCURRENCE $ OCCUR F-I CLAIMS MADE AGGREGATE S S $ DEDUCTIBLE $ RETENTION S WORKERS COMPENSATION I WCSTATU- OTH- IS AND EMPLOYERS' LIABILITY YIN ANY PROMIETORUPARTNEREXECUNVE r-1 EXCLUDED? El. EACH ACCIDENT $ El. DISEASE - EA EMPLOYEE $ OF �BER I I dascibe eider SPECIAL PROVISIONS bekry E.L. DISEASE -POLICY LIMIT S B OTHER pROFESSIONAL VlSUGA09PNPA 6/20/2009 6/20/2010 EAC9 CLAIN $1,000,000 LIABILITY ANNUAL AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS r VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS General Liability: City of Newport Beach, public Works Department is an additional insured per the attached endorsement. Coverage is subject to all policy terms and conditions. *Except le days Notice of Cancellation for non - payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. City of Newport Beach Public Works Department Attn: Michael Sinacori 3300 Newport Blvd. Newport Beach, CA 92658 -8915 SHOULD ANY OFTHEABOVE DESCRIBED POLICIES BECANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE OWING INSURER WILL Xj@0t)VWJAAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. Fraser /ERASER t�iFI:I:�' %ZIF] INbOZD (20MI) The ACORD name and logo are registered marks of ACORD INSURED: Hilts Consulting Group POLICY NUMBER: 2090670052 EXPIRATION DATE: 6/16/2010 IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS - COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. WHO IS AN INSURED (Section C.) of the Businessowners Liability Coverage Form is amended to Include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." B. The Insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured solely for liability due to your negligence specifically resulting from "your work" far the additional Insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are Inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The coverage provided to the additional insured within this endorsement and section titled LIABILITY AND MEDICAL EXPENSE DEFINITIONS — "Insured Contract" (Section F.9.) within the Businessowners Liability Coverage Form, does not apply to "bodily injury" or "property damage" arising out of the "products- completed operations hazard" unless required by the written contract or written agreement. 4. The Insurance provided to the additional insured does not apply to "bodily injury," "property damage," "personal and advertising lnjur/' arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or falling to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or SB- 1469698 -A Page 1 of 2 (Ed. 0`1106) b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 5. This insurance does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: a. The construction or demolition work while you are acting as a construction or demolition contractor. This exclusion does not apply to work done for or by you at your premises. C. BUSINESSOWNERS GENERAL LIABILITY CONDITIONS — Duties In The Event of Occurrence, Offense, Claim or Suit (Section E.2.) of the Businessowners Liability Coverage Form is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance; 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2. & 3.) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional Insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit" If no other insurer defends, we will undertake to do so, but we will be entitled to the additional 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) 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. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2.) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products - completed operations hazard." SB- 1469698 -A Page 2 of 2 (Ed. 01/06) CITY OF NEWPORT BEACH CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Workers' Compensation Laws of the State of California. Executedonthis 23 dayof February, 201%ee$ at Newport Beach, California. [ nsultant's name and title] D uglas Hilts, President Hilts Consulting Group, Inc. CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist Is comprised of requirements as outlined by the City of Newport Beach. Date Received: 03101/2010 Dept. /Contact Received From: Shauna Oyler Date Completed: 03/02/2010 Sent to: Shaun Oyler By: Michelle Ross CompanylPerson required to have certificate: Hills Consulting Group 1. GENERAL LIABILITY A. INSURANCE COMPANY: Continental Casualty Company B. AM BEST RATING (A-: VII or greater): "A "(XV) C. ADMITTED Company (Must be Califomia Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 81,000,000 E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it Included? (completed Operations status does not apply to Waste Haulers) ® Yes ❑ No F. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it Included? ® Yes ❑ No G, PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No H. CAUTIONI (Confirm that loss or liability of the named insured Is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® 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. 11. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Continental Casualty Company B. AM BEST RATING (A-: MI or greater) "A "(XV) C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What Is limits provided? 811000,000 E. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): nla Is it Included? NIA ❑ 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. III. WORKERS' COMPENSATION A. INSURANCE COMPANY: Exempt B. AM BEST RATING (A-: VII or greater): C. LIMITS: Statutory D. WAIVER OF SUBROGATION (To Include): Is It Included? NIA ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MEET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: • L/ Agent of Brown & Brown Broker of record for the City of Newport Beach ❑ Requires approvel/exceptiontwaiver by Risk Management B&B initials Comments: Approved: Risk Management Date