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HomeMy WebLinkAboutC-4384 - PSA for Oasis Senior Center7— AMENDMENT NO. TWO TO PROFESSIONAL SERVICES AGREEMENT WITH SMITH -EMERY LABORATORIES FOR OASIS SENIOR CENTER THIS AMENDMENT 40. TW PROFESSIONAL SERVICES AGREEMENT, is entered into as of thi ay of 2010, by and between the CITY OF NEWPORT BEACH, a Munt'gWal Corporation ( "CITY"), and SMITH -EMERY LABORATORIES a California Corporation whose address is 791 E. Washington Blvd., Los Angeles, California 90021 ( "CONSULTANT "), and is made with reference to the following: RECITALS: A. On September 24, 2009, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT," for structural testing and inspection services for the Oasis Senior Center, hereinafter referred to as "PROJECT." B. CITY and CONSULTANT have entered into one separate AMENDMENT of the AGREEMENT, the latest dated February 24, 2010. 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. 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 December 31, 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 Sixty - Three Thousand, Five Hundred Ninety -Two Dollars and 80/100 ($63,592.80) 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 Seven Thousand, Eight Hundred Dollars and no/100 ($7,800.00), 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. TWO on the date first above written. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By. Mynette D. Beauchamp, Assistant City Attorney ATTEST: By: Leilani I. Bro City Clerk Attachment: CITY OF NEWPORT BEACH, A Municipal Corporation By: CLl.� David A. Kiff, City Manager SMITH -EMERY L BORATORIES: By:.T Ames Partridge, President By: Helen Chose, Chief Financial Officer Exhibit A — Additional Services to be Performed 2 0 SMITH —EMERY LABORATORIES An Independent Commercial resting Laboratory 1195 North 74stin Avenue Anaheim, California 92807 Tel (714) 238 -6133 Fax (714) 238 -6144 City of Newport Beach Revised April 19, 2010 Att: Public Works Department P.O. Box 1768 Newport Beach, Ca. 92658 -8915 RE: Budget Revision Request for Inspection and Laboratory Services Smith Emery Laboratories Project No. 38725 -1 Oasis Senior Center Smith Emery Laboratories is requesting a budget increase to meet the projected cost for the inspection and laboratory services for the Oasis Senior Center 801 Narciccus Ave Newport Beach California. The amount requested is the result of a conversation at was with me and the site KPRS Superintendent on April 16, 2010, as per the conversation with the KPRS Superintendent the concrete placement on this date would finish off this phase of work. An addional ten days of structural steel inspection and that he felt that no addional site work inspection was needed. Budget Contract Revision New Estimated Budget Amount Amount Amount $55,792.90 $7,800.00 $63,592.90 Please let us know whether you are increasing allocation for this work by issuing a change order or another purchase order, or whether you feel the job is near completion and no additional funds will be necessary. If your order limit is reached and we have not heard from you, we will assume that we have your authorization to continue our services at our hourly rates. Respectfully submitted, Smith -Emery Laboratories Thank you, Mark Lastufka Smith -Emery Laboratories (Orange County) 1 195 North Tustin Avenue I Anaheim, CA 192807 Direct: 714 -238 -6133 Fax: 714 - 238- 6144Email: mlastuflta(a),smithemery.com • Business Search - Business Entities - Business Programs Page 1 of I Business Entitles (BE) online Services - Business Search - DNck, ure Search - E- Flle=Wments - Mail Processing Times Main page Service Optic" Name Availability Forms, Samples a Few Annual /alannlal StatemMb Filing Tips Information Requests (certificates, copies a status reports) Service of proses, FAQs Contest Information Resources - Business Resources - Tax Imormation - Starting A Business, - International Bualnew Relations Program Customer AIM (myeadlnp business solkltations) Business Entity Detail Data Is updated weekly and Is curcent as of Friday, April 16, 2010. It is not a complete or certified record of If Entity Name: SMITH -EMERY COMPANY Entity Number: C0089013 Date Filed: 08/20/1919 Status: ACTIVE Jurisdiction: CALIFORNIA Entity Address: 791 E WASHINGTON BLVD Entity City, State, Zip: LOS ANGELES CA 90021 Agent for Service of Process: JAMES E PARTRIDGE Agent Address: 791 E WASHINGTON BLVD Agent City, State, Zip: LOS ANGELES CA 90021 Indicates the information is not contained in the California Secretary Of State's database. • If the status of the corporation Is - Surrender,- the agent for service of process Is automatically revoked. Corporations Code section 2111 for Information relating to service upon corporations that have surrend • For information on checking or reserving a name, refer to Name lil llgbllity. • For mformainon on ordering certificates, copies of documents and %or status reports or to request a more Information Requests. • For help wlih $earchmg an entity name, refer to Search Tips. • For descriptions of the various fields and status types, refer to Field Desgiptionn and Status De(Ipitlr Modify Search New Search Printer Friendly Bads to Search Results Piracy stntem"t I fr!e locv"n"M R faidiii COP,fgrt m :OIO CDllfpne sQUeta Of $tale http : /Ikepler.sos.ca.gov /cbs.aspx 04 /22/2010 AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH M SMITH -EMERY LABORATORIES FOR OASIS SENIOR CENTER THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT, is entered into as of this _2�t day of r4rW a V , 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corpoi tion ( "CITY"), and SMITH -EMERY LABORATORIES, a California Corporation whose address is 791 E. Washington Blvd., Los Angeles, California 90021 ( "CONSULTANT'), and is made with reference to the following: RECITALS: A. On September 24, 2009, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "AGREEMENT," for structural testing and inspection services for the Oasis Senior Center, 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. 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. 2. 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 Fifty- Five Thousand, Seven Hundred Ninety -Two Dollars and 80/100 ($55,792.80) without prior written authorization from City, 2.1 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 subconsultant fees, in an amount not to exceed Eleven Thousand Dollars and no/100 ($11,000.00), without prior written authorization from City. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT 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: Onetk,6. BQacomp, Assistant City Attorney ATTEST: By: Leilani I. Brown, City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By. C,_ U�,, N D d A. Kiff, City Manager SMITH -EMERY LABORATORIES: By: J es Partridge, President Helen Choe, Chief Financial Officer Attachment: Exhibit A — Additional Services to be Performed 2 EXHIBIT A r S� SMITH —EMERY I.ABORAToPuES An Indeperulent Comme+cial Testing laboratory, Established 1904 City of Newport Beach Revised January 6, 2010 Att: Public Works Department P.O. Box 1768 Newport Beach, Cu. 92658 -8915 RE: Budget Revision Request for Inspection and Laboratory Services Smith Emery Laboratories Project No. 38725 -1 Oasis Senior Center Smith Emery Laboratories is requesting a budget increase to meet the projected cost for the inspection and laboratory services for the Oasis Senior Center 801 Narciccus Ave Newport Beach California for services provided through November 30, X19. It is our understanding our service for said project has been completed. The amount requested is the result of an increase in the scope of work, overtime and other unforeseen circumstances which are prolonging our time on site. Budget Contract Revision New Estimated Budget Amount Amount Amount 544,792.00 $11,000.00 $55,792.00 Please let us know whether you are increasing allocation for this work by issuing a change order or another purchase order, or whether you feel the job is near completion and no additional funds will be necessary. If your order limit is reached and we have not heard Gom you, we will assure that we have your authorization to continue our services at our hourly rates. Respectfully submitted, Smith -Emery Laboratories 445<2_;�_ Thank you, Mark Laslulka Smith -Emery Laboratories (Orange County) 1195 North Tustin Avenue I Anaheim, CA. 92807 Direct: 714 -238 -6133 Fax: 714-238-6144 Email: mlastufka ,smithemerv.com ,T ,T j T PROFESSIONAL SERVICES AGREEMENT WITH SMITH -EMERY LABORATORIES FOR OASIS SENIOR CENTER THIS AGREEMENT is made and entered into as of this � day of 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and SMITH EMERY LABORATORIES, INC., a California Corporation whose address is 781 E. Washington Boulevard, Los Angeles, California, 90021 ( "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 design and construct a new Oasis Center. C. City desires to engage Consultant to provide structural testing and inspection for the Oasis Senior Center ( "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 Daniel M. Slater. 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 3151 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 Forty-Four Thousand, Seven Hundred Ninety -Two Dollars and 801100 ($44,792.80) 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. 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 2 '1 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 DANIEL M. SLATER 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. DAVE WEBB shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 3 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 governmental agencies. 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. 3 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. i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor'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 (10 calendar days written notice of non- payment of premium) prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant 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. ii. 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 0 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. 10 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: Dave Webb Public Works Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92663 Phone: 949 - 644 -3328 Fax: 949 - 644 -3318 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attn: Daniel M. Slater Smith -Emery Laboratories 781 E. Washington Boulevard Los Angeles, CA 90021 Phone: 213 - 749 -3411 Fax: 213 - 741 -8620 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. 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. 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: By: Myn to u amp Assistant City orney for the City of Newport Beach CITY OF NEWPORT BEACH, A Municipal Corporation By:G- Da dA. Kiff City Manager for the City of Newport Beach ATTEST: SMITH -EMERY LABORATORIES: By: By: (a5autc— Leilani Brown, Ja es Partridge, City Clerk President for the City of Newport Be W PO 0 � Helen Choe, Chief Financial Officer �Q'R Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates 13 `t tl-EM4, SMITH -EMERY LABORATORIES q © ©° An Independent Commercial Testing Laboratory, Established 1904 yo �y 781 E. Washington Boulevard Phone (213) 749 -3411 aRATOP Los Angeles, California 90021 Fax (213) 741 -8620 February 27, 2009 Proposal No. 4318/09 Mr. David Webb City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 RE: OASIS SENIOR CENTER— CONSTRUCTION RELATED MATERIALS TESTING AND INSPECTION SERVICES Dear Mr. Webb, Smith -Emery Laboratories is pleased to be providing you with the following structural testing and inspection proposal for the Oasis Senior Center Project. Smith-Emery has been providing structural testing and inspection services since 1904, and we are proud of our reputation as an industry leader and a company with integrity. Having served the City of Newport Beach on successful projects in the past, we are pleased to present you with the following requested information supplied in this package. Proiect Description The Oasis Senior Center is a rectangular shaped, approximately 2 acres parcel of land, located at the northeastern corner of Marguerite Avenue and 5th Avenue in Corona Del Mar. We understand that the existing buildings at the site will be demolished and replaced with new one story buildings. New parking lots will be added to the existing parking area. Existing garden plots in the northeastern area will be replaced with parking lots. A retaining wall of a maximum height of approximately 11 feet is planned along the northeastern perimeter. Other associated improvements include the construction of a new courtyard, sidewalks, concrete stairways, planters with short, aesthetic grade separating walls. Scope of Work for Materials Testing and Inspection Our scope of construction services encompasses a wide range of services including the inspection of structural steel, masonry, welding, fireproofing, waterproofing and concrete placement. • Inspection of Foundations, including Isolated Column Footings, Wall Footings, Brace Frame Grade Beams • Inspection of Structural Steel Erection, includes all field welding and bolting • Inspection of Masonry Block Walls, includes grouting �t X'EM4. SMITH -EMERY LABORATORIES o An Independent Commercial Testing Laboratory, Established 1904 �� ¢0 781 E. Washington Boulevard Phone (213) 749-3411 °Oentoa Los Angeles. Califomia 90021 Fat (213) 741 -8620 • Inspection of Retaining Walls • Inspection of Shear Wall/ Roof Deck Nailing • Materials Testing which may include Concrete Cylinders, Shotcrete Cores, Masonry, Mortar and Grout • Project Management, Engineering Review and Support • Preparation of daily inspection, materials testing and final reports Budget Estimate Smith Emery would like to offer a Budget Estimate Total of $44,792.80 for visual inspection. Please note the enclosed Schedule of Fees pages 6 & 8 for individual testing rates. Please review pages 3, 4 and 5 for our "Working Terms and Conditions" including our minimums. This proposal is based on the structural design development drawings dated 01/12/2009, without the availability of a current project construction schedule. The project proposal assumes that the workday is an eight -hour day, normal conditions will prevail and our work will progress free of any disruptions or unforeseen obstacles. The contractor's construction methodology and manpower allotted will be the overall determining factor for inspection cost and hours for this project. Please note that overtime, schedule changes or increases in inspection requirements are not included, these and other factors beyond our control may affect the projected total. Please see attached Schedule of Fees for additional terms and conditions. Assumptions The scope and cost of the above materials testing and inspection can very depending on the contractor's performance of work and adherence to the schedule. Changes to the drawings and specifications and updates to the construction schedule may affect our scope and budget. Finally, we thank you for the opportunity of providing you with the following proposal for the Oasis Senior Center project. If you or anyone on the selection committee should have any further questions or require any further information regarding this proposal and or our services, please feel free to call me at (213) 749 -3411 x 426. Respectfully submitted, SMITH -EMERY LABORATORIES Daniel M. Slater Vice President SMITH -EMERY LABORATORIES An Independent Commercial Testing Laboratory, Established 1904 781 East Washington Blvd (213) 745 -5333 Los Angeles, CA 90021 (213) 749 -7232 Oasis Senior Center We appreciate when our efforts are recognized and would hope to have special consideration for other services. Additionally, the Deputy Inspectors proposed for this project are the most qualified, multi - licensed senior inspectors in this industry. WE GUARANTEE every inspector on site will have multiple utspectiou licenses. We want tills project! Cost Breakdown Registered Deputy Ruilding Inspector: $65.00 (Multiple Inspection Licenses) Overtime / Time and One Half: $87.87 (Figured at 1.35) Overtime / Double Time: $1 13.75 (Figured at 1.75) Shotcrete Cores Compression Test: $40.00 Mortar and Grout: $50.00 Concrete Cylinder Compression Test: $10.00 ea. Typed / Mailed Deputy Inspection Reports No Charge (Limit Two) Project Final Report No Charge NO SOFT COSTS FOR INCIDENTIALS / ADMINISTRATION / FAXING / PHOTOCOPYING ETC ETC!! Smith -Emery Laboratories OASIS SENIOR CENTER _ Ncwpon Beach, CA Projected Budget February 2, 2009 Proposal No.4318/09 Working Projected No. Man Rate Projected Days of Inspectors Hours Hourly Budeet FOUNDATIONS 20 Days I Man 120 $ 65.00 $ 7,800.00 Isolated Colmrui Footings Wall Footings Brace Frame Grade Beams *Slab on Grade inspection not required, 2500 psi concrete STRUCTURAL STEEL FIELD 30 Days I Man 212 $ 65.00 $ 13,780.00 Field Welding and Bolting MASONRY BLOCK WALLS 5 Days I Man 40 $ 65.00 $ 2,600.00 SHOTCRETE RETAINING WALLS 15 Days I Man 112 $ 65.00 $ 7,280.00 SHEAR WALL / ROOF DECK NAILING 15 Days I Man 100 $ 65.00 $ 6,500.00 Subtotal: $ 37,960.00 Engineering Review, Project Management, & Laboratory Material Testing $ 6,832.80 TOTAL INCLUDING LABORATORY MATERIAL TESTING: S 44,792.80 Note: No inspection time allotted for structure) steel shop, wood Darning or concrete site work This Proposal is based on the structural design developmau drawings dated 01/122009, without the availability of a current project cacettuction schedule. The Project proposal asstunes fret the workday is an eight -hour day, nannal conditions will prevail and our work will progress free of any disruptions or unforeseen obstacles. The contractors construction methodology and mmetttpower allotted will be the overall determining factor for inspection cost and hours for this project. Please note that overtirne, schedule changes or increases in inspection requirements are not included, these and other factors beyond our control may affect the projected total. Please see attached Schedule of Fees for a ktitional temu and conditions. Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE PRODUCER MARSH USA INC. 600 RENAISSANCE CENTER, SURE 2100 DETROIT, MI 46243 Attn: Raffles - Fax No. 313.393.6950 R00255-00255- Corp -09/10 Smith -Emory Laboratories, A Corporation 791 E. Washington Blvd. Los Angeles, CA 90021 COVE._— _�...... ., INSURERS AFFORDING COVERAGE wsusaRrc American Zurich Insurance Company INSURER B: Zurich American Insurance ComDanv INSURER D. DATE(MWDDNYrO 09/182009 t OF INFORMATION THE CERTIFICATE IEND, EXTEND OR )LICIES BELOW. NAIC g 40142 16535 N/A 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 tN LTR ADD' INS TYPE OF INSURANCE POUCYNUMBER POLICY EFFECTIVE IopTF (NMIOHfM'TI POLILYE%PWNTWN DATE (NWDOMf(YI LIMITS B GENERAL �X UABI COMMERCIAL GENERAL LIABILITY GL03486742 04/012009 0410112010 EACH OCCURRENCE 1 000 OAANGET RENTED PREMISES Ea occurrence I $ 50D,000 CLAIMS MADE XO OCCUR LIED EXP (My one Parson) $ 10,000 X PERSONAL d ADV INJURY $ 1,060-000 PFRDRII.IECTAGGWHERE REQUIRED BY CONTRACT GENERAL AGGREGATE $ 2,000,000 GENERALAGGREWTEUMITAP7S PER POLICY jE LOC PRODUCTS-COMP/OP AG 2.000,DDO - LIABILITY WY AUTO COMBINED r,t) LE 4MI7 (Ee BCCidant) $ LL OWNED AUTOS JAUMOBILE CHEOULEDAUTOS (Per Oaraon) BODILY IWURY $ IRED AIfrO$ ON -OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accidenU $ GARAGE UAMUTY AUTO ONLY - FA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTOONLY: AGG $ !E%CESSIIMBRELLALM &LRY EACHOCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE DEDUCTIBLE RETENTION S A WORKERS COMPENSATION AND WC3486680 04/01/2009 04/01/2010 X we sTATU 0;g. EMPLOYERS' LIABILITY ANYPROPRIETOWPARTNERIEXECUTNE YIN E L. EACH ACCIDENT $ 1,060,000 OFFICEMUEMBER EXCLUDED? N I - " -- .L.DISEASE- P 1,000,000 anda . dmbe uMer PECIA PROM IONS halaw .L INSA_ " 1,000,000 OTHER III I The City, its elected or appointed officers, officials, employees, agents, and volunteers are named as Additional Insured for Genera( Liability, but Only as respects O liability arising from the operations of the Insured where required by written contract. Insurance is Primary and Non - Contributory. Waiver of Subrogation applies to Workers' Compensation in favor of the additional insureds where required by written contract. Workers' Compensation does not apply to monopolistic states (ND, OH, WA, AND WY), Puerto Rico, or the Virgin Islands, CERTIFICATE HOLDER CHI - 002662471 -01 City of Newport Beach Attn: Shama Oyler 3300 Newport Blvd P.O. Box 1768 Newport Beach, CA 92658.8915 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAR 30 DAYS WRIPEN NOTICE TO THE CERTIFICATE HOLDER NAMED TOTNE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE No OBLMATION oR UAe1LRY OF ANY HIND UPON THE WSUREJL ITS AGENTS OR REPRESENTATIVES. John C Haley ACORD 25 (2009101) p 1998 -2009 ACORD CORPORATION. All Rights Reserved 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. Additional Insured — Automatic — Owners, Lessees Or 9 Contractors ZURICH Policy No. Exp. Date of Pol. I Eff. Date of End. I Agency No. Addl. Prem. I Return Prem. L03486742 1 -10 -1 -09 Marsh USA Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: Smith -Emery Company Address (including ZIP Code): This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section 11 — Who Is An Insured is amended to include as an insured any person or organization who you are re- quired to add as an additional insured on this policy under a written contract or written agreement. The City, its elected or appointed officers, officials, employees, agents, and volunteers B. The insurance provided to the additional insured person or organization applies only to "bodily injury", "property damage" or "personal and advertising injury" covered under SECTION I - Coverage A - Bodily Injury And Property Damage Liability and Section I - Coverage B - Personal And Advertising Injury Liability, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; and resulting directly from: a. Your ongoing operations performed for the additional insured, which is the subject of the written contract or written agreement; or b. "Your work" completed as included in the "products- completed operations hazard ", performed for the ad- ditional insured, which is the subject of the written contract or written agreement. C. However, regardless of the provisions of paragraphs A. and B. above: 1. We will not extend any insurance coverage to any additional insured person or organization: a. That is not provided to you in this policy; or b. That is any broader coverage than you are required to provide to the additional insured person or organiza- tion in the written contract or written agreement; and 2. We will not provide Limits of Insurance to any additional insured person or organization that exceed the lower of a. The Limits of Insurance provided to you in this policy; or b. The Limits of Insurance you are required to provide in the written contractor written agreement. D. The insurance provided to the additional insured person or organization does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional architectural, engineering or surveying services including: Includes copyrighted material of Insurance services Office, Inc., with its permission. 13-01.- 1175 -B Cw (3l2oW) Page I of 2 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. E. The additional insured must see to it that 1. We are notified as soon as practicable of an 'occurrence" or offense that may result in a claim; 2. We receive written notice of a claim or "suit" as soon as practicable; and 3. A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the written contract or written agreement requires that this coverage be primary and non - contributory. F. For the coverage provided by this endorsement: 1. The following paragraph is added to Paragraph 4.a. of the Other Insurance Condition of Section IV — Com- mercial General Liability Conditions: This insurance is primary insurance as respects our coverage to the additional insured person or organization, where the written contract or written agreement requires that this insurance be primary and non - contributory. In that event, we will not seek contribution from any other insurance policy available to the additional insured on which the additional insured person or organization is a Named Insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section 1V — Com- mercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same occurrence ", claim or "suit ". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non - contributory basis. G. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. Any provisions in this Coverage Part not changed by the terms and conditions of this endorsement continue to apply as written. Includes copyrighted material of Insurance Services Office, Inc., with its pemussion. U.01,- 1175 B CW (3/2007) Page 2 of 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4 -84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following 'attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 04 -01 -09 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. WC3486680 of the issued to Smith -Emery Company Premium (it any) $ Endorsement No. American Zurich Insurance Company (NAME OF INSURANCE COMPANY) John C. Hurley Authorized Representative 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 while engaged in the work described in the Schedule. The additional premium for this endorsement shall be mium otherwise due on such remuneration. Schedule % of the California workers' compensation pre- Person or Organization Job Description The City, its elected or appointed officers, officials, employees, agents, and volunteers WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Page 1 of 1 Client#: 9693 SMITEME ACORD.- CERTIFICATE OF LIABILITY INSURANCE MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH 9;;4,090" PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Edgewood Partners Ins. Center LIcf/OB29370 (415) 356 -3900 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 123 Mission Street, 26th Floor POLICY EXPIRATION DATE MMIODM LIMITS San Francisco, CA 94105 INSURERS AFFORDING COVERAGE NAIC 4 INSURED Smith -Emery Laboratories 761 E. Washington Blvd. Los Angeles, CA 90021 INSURERA: Lexington Insurance Company 19437 INSURER 8: S INSURER C: INSURER D. INSURER E: DAMAGETORENT $- IFSGSGLED I106GE 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. INS L R SR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDM( POLICY EXPIRATION DATE MMIODM LIMITS GENERAL LIABILITY EACHOCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGETORENT $- IFSGSGLED I106GE $ $ CLAIMS MADE ❑ OCCUR NED EXP (Any one Person PERSONAL B AOV INJURY $ GENERALAGGREGATE S GEN'L AGGREGATE UMITAPPLIESPER: PRODUCTS - COM%OP AGG S POLICY %?j LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE UMIT Ea acNtlenO $ BODILY INJURY IPef �I $ ALL OWNEDAUTOS SCHEDULED AUTOS BODILY RUURY (Per eccbenll S HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE IPO, ex[lenll 3 GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHERTHAN EA ACC $ ANYAUTO $ AUTO ONLY: AGG EXDESSIUMaRELLA LIABILITY EACH OCCURRENCE S AGGREGATE $ OCCUR ❑ CMMS MADE S $ DEDUCTIBLE S RETENTION $ WORKERS COMPENBATION AND LIW OTH- 1'&STATTjj EMPLOYERT LIABILITY ANY PROPMETORIPARTNFRIEXECUTIVE E.L. EACH ACCIDENT S E.L. DISEASE CA EMPLOYEE S OFFICER(MEMBER EXCLUDED? U yeA HAL 4FEe antler SItEL1At PRWIBIONS OeIw, E.L. DISEASE POLICY LIMIT 19 A OTHER Prof. Liab. 015054447 11101108 11/01/09 $1,000,000 Each Claim; $1,000,000 Aggregate $250,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS e10 Days Notice of Cancellation for Non - Payment of Premium Evidence of Insurance. City of Newport Beach Attn: Shauna Oyler 3300 Newport Blvd. P.O. Box 1768 Newport Beach, CA 92658 ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION IEREOF, THE ISSURIG INSURER WILL ENDEAVOR TO MAIL _311 _ DAYSWRITTEN M THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL NO OBLIGATION OR LIABILITY OF ANY IUND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVE ACORD 25120U1/e611 of 2 OS4541 SIM45378 NJAM7 0 ACORD CORPORATION 1988 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 The Certificate of Insurance on the reverse side of this form 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. ACORD 25.8 (2001108) 2 of 2 #S45415IM45378 CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED FOR INFORMATION PURPOSES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE OF LIABILITY INSURANCE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED DATE: (MMIDDlYYYY) 09/1612009 PRODUCER Marsh USA Inc. x BROKER: 600 Corporate Park Drive St. Louis, MO 63105 Phone: (877) 320-9393 INSURED: INSURERS: Ll Discover Property & Casualty Ins. Co. D: Smith -Emery 791 E Washington Blvd. E: Los Angeles, CA 90021 THE INSURANCE POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD LISTED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE OF LIABILITY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED BELOW IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGRATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGES: INSURER TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS LETTER GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCURENCE AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Jl —See Below GARAGE LIABILITY ANY AUTO EXCESS LIABILITY UMBRELLA OTHER Than UMBRELLA Form WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Combined Single Limit: $1 000 000 I ' ' D187A00014 10/20/2008:10/20 /2009 Bodily Injury per Person C85458 Bodiy Injury per Ace. Property Damage: Policy provides protection for any & all operationsljobs performed by the named insured. The City, its elected or appointed officers, officials, employees, agents and volunteers are an additional insured where required by written contract. "Any vehicle leased from Enterprise Fleet Services where the contract Includes auto insurance coverage. Waiver of Subrogation included where required by written contract. Insurance is primary and non- contributory. L_ GPBR: 3228 .... ... .. ....__.. .... _._..._ __..... HOLDER: CANCELLATION: SHOULD ANY OF THE ABOVE POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Newport Beach DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS Public Works Department WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND Box 1768 UPON 71iE INSURER, ITS AGENTS OR REP$ESFJ�T97 IVES. Newport New rt Beach, CA 92658 �S . VENDOR ID: 32802 0 copyiiplu Momut Fsterpriraz rasa, an Rlgns easaved AUTHORIZED REPRESENTATIVE: CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED FOR INFORMATION PURPOSES ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE OF LIABILITY INSURANCE DOES NOT AMEND, EXTEND, OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED DATE: (MM/DD/YYYY) 49116/2009 PRODUCER Marsh USA Inc. or BROKER: 600 Corporate Park Drive St. Louis, MO 63105 Phone: (877) 320-9393 INSURED: Smith -Emery 791 E Washington Blvd. Los Angeles, CA 90021 INSURERS: A: I Discover Property & Casualty Ins. Co. B: F D: 1 E: THE INSURANCE POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD LISTED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE OF LIABILITY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED BELOW IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGRATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGES: INSURER TYPE OF INSURANCE POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE LIMITS LETTER GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCURENCE AUTOMOBILE LIABILITY Combined Single Limit: $1,000,000 ­1 ANY AUTO ALL OWNED AUTOS D187A00014 10/20/2008 10/20/2009 Bodily Injury per Person A SCHEDULED AUTOS C85458 HIRED AUTOS Bodily Injury per Acc. NON -OWNED AUTOS Property Damage: ©—Sea Below GARAGE LIABILITY ANY AUTO UMBRELLA OTHER Than UMBRELLA Form WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Policy provides protection for any & all operationsfjobs performed by the named insured. The City, its elected or appointed officers, officials, employees, agents and volunteers are an additional insured where required by written contract. "Any vehicle leased from Enterprise Fleet Services where the contract includes auto insurance coverage. Waiver of Subrogation included where required by written contract. Insurance is primary and non- contributory. HOLDER: City of Newport Beach Public Works Department PO Box 1768 Newport Beach, CA 92658 000WgM Morn Enterynms 1999, MI Rights Resmr GPBR: 3228 CANCELLATION: SHOULD ANY OF THE ABOVE POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEH-T, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REP VENDOR ID: 32802 AUTHORIZED REPRESENTATIVE: CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 09116/09 Dept. /Contact Received From: Shauna Oyler Date Completed: 09/22109 Sent to: Shauna Oyler Company /Person required to have certificate: I. GENERAL LIABILITY By: Michelle Ross A. INSURANCE COMPANY: Zurich American B. AM BEST RATING (A: VII or greater): "A "(XV) C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? E. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (Completed Operations status does not apply to Waste Haulers) 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. 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 ®No L 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. II. AUTOMOBILE LIABILITY A. INSURANCE COMPANY: Discover Property & Casualty Ins. Co. B. AM BEST RATING (A: VII or greater) "A + "(XV) C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? ® 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. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers) As it included? ® Yes ❑ No F. PRIMARY & NON - CONTRIBUTORY WORDING (For Waste Haulers only): Is it included? N/A ❑ Yes ® No G. 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: American Zurich Ins. Co. 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? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Ed. 8 2009 ® Yes ❑ No