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HomeMy WebLinkAboutC-5160 - PSA for Infrastructure InventoryPROFESSIONAL SERVICES AGREEMENT WITH CBIZ MHM, LLC FOR INFRASTRUCTUREINVENTORY THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement') is made and entered into as of this 1st day of July, 2012 ( "Effective Date ") by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and CBIZ n MHM, LLC, a Delaware Limited Liability Company ( "Consultant'), whose address is v 2301 Dupont Drive, Suite 200 Irvine, CA 92612 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to Provide GASB 34 inventory infrastructure update services for the fiscal year ending June 30, 2012. ( "Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. The principal member of Consultant for purposes of Project shall be Marcus D. Davis. E. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on May 31, 2013 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Consultant shall diligently perform all the services described in the Scope of Services and Schedule of Billing Rates attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.2 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) 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. 3.3 for all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by fax, hand - delivery or mail. 4.1 City shall pay Consultant for the Services on a flat rate basis in accordance with the provisions of this Section and the Scope of Services and Schedule of Billing Rates attached hereto as Exhibit A. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Eleven Thousand Five Hundred Dollars and 001100 ($11,500,00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit a final invoice to City upon completion of the Work. 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. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement, or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any CBIZ MHM, LLC Page 2 Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Marcus D. Davis to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to the City. 6. ADMINISTRATION This Agreement will be administered by the Finance Department. Dan Matusiewicz, Finance Officer or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his designee shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first - class firms performing similar work under similar circumstances. CBIZ MHM, LLC Page 3 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9A To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents 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 any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of 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. 90. 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 CBIZ MHM, LLC Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for %unsuiiani ui ally Di ionsuiiant s employees or agents, to De the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator 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 or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any 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 CBIZ MHM, LLC Page 5 twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint - venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontf actor 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 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 17.1 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. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. COMPUTER DELIVERABLES All written documents shall be transmitted to City in the City's latest adopted version of Microsoft Word, Excel or portable digital format (.pdf). 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. CBIZ MHM, LLC Page 6 20. 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 or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. 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. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and /or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. CBIZ MHM, LLC Page 7 25. CONFLICTS OF INTEREST 25.1 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. 25.2 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. 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Dan Matusiewicz, Finance Officer Finance Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: (949) 6443126 Fax: (949) 279 -8754 26.2 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Marcus D. Davis CBIZ MHM, LLC 2301 Dupont Drive, Suite 200 Irvine, CA 92612 Phone: (949)4742020 Fax: (949)263 -5520 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request CBIZ MHM, LLC Page 8 for payment. The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting parry may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. STANDARD PROVISIONS 29.1 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. 29.2 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. 29.3 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. 29.4 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. CBIZ MHM, LLC Page 9 29.5 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. 29.6 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. 29.7 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. 29.8 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 29.9 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, age or any other impermissible basis under law. 29.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 29.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] CBIZ MHM, LLC Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE A California municipal corporation Date: f Date: C' rC By: d6 l /� Byjt4 Aaron C. Harp Tracy M raner City Attorney Finance erector ATTEST: .t CONSULTANT: CBIZ MHM, LLC, a Date: Delaware Limi ed Liability Company Date: By: By: Leilani 1. Brown Marcus D. Davis City Clerk Managing Director [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates Exhibit B — Insurance Requirements Al2-00394f.-lappslcaticycomlwpdocsld0011p006100009411. docx CBIZ MHM, LLC Page 11 EXHIBIT A SCOPE OF SERVICES ARID SCHEDULE OF BILLING RATES �C;312 onHn�, LLC e , May 22.2012 Mr Dun 6fauslevdcz Finance Off3cor City of Nenport 6aach 3300 N9wpon Boulavard Newport Geach, CaRomia 02663 RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDING JUNE 30,2M Dcar Mr. Malusiowlez, C612 MHM, LLC (CBIZ} Is pleased to canlinue to provide updated inlrastrwlure repeals fat the year ending June 30, 2012 for the City or Nei%porf i -aca (City }. The scope of the work Is as fomws: aly will bJZidly all City Capital prC ;Eels a0cepled by the City Caar4l 6olween Jury :, 2011 and Juno 30, 20r2. We request a copy et Cliy Council old documcnl aid a copy of the plans for aaUh prOjact, City will Idontll yall developer prWcts aeoepmd by the Ct4• between July 1, 2011 and June 's3..2012. • CBIZ Viii update lie Cilys• dat2i:2d infrasiruclure inventory for Ilia year endrng June 30, 2012 based safely ikon the tdnrmal fan provided by the City. C31Z vnll caln�ld :s aaLUmu!afed depreciation and depraGaliOr. o %ponso a5 of and for the year endimj Jnne 80, 2012. CBIZ will pnnrife a report documenting the oddd0ona end doletinas in a tonhat acceptable to the Cilft eeternal auditc rs. WON. an the updala rill he performed at a mutually a0r68d to date after ltw one 01 life fiscal year, Based upon the evpipUlijy of Gly slafl and racwda, we anlieiaata prowdino a draft repan to the City no later Iha.n August 31, 2012. Upon acceptance by the City, we Y&I flnallze the report. CBIZ Hill ptodde GASB 34 infr+. &uaure inventory update services Iv the year ending... June 317, 2012 10 file Clfy of NewpaA Beach lot a fixed tee of $11,500. Thls lied fd3 is inclustvo of all travel and out-of- pocket expenses. We will Invoice the City monthly toe 6nM4es tendered throughout ih9 Re 011172 projeol, Should the City erac! not Io idantlty lho, City and developer projects to Oe capllaltaed, Itlen we vrill pro%ida the Cl1y with a rewired Eslimato Of mrr services. 23,13 O.AD W bd¢. SW:c 209 , +one. CA 92at2 ' ru:949J174262e - F: 949.263 9$24 CBIZ MHM, LLC Page 12 Mr, Dan Maluata,vcz Soo lams ertd conWttone IM (his engagement are documented in the attw hocl ExhVd A. if the foregohy to In accardenca,Mlh your undwztardino, pteaw GVn the copy of We latter Jr, the apue pmNded and return It to m Slrlceraty, Cat? MHM, U-C f Marmn D. bawl Matoong Dlrmclw •fl•6i•u4i'1:f .. 6y: TRIO: Dale: CBIZ MHM, LLC Page 13 EXHIBIT B INSURANCE REQUIREMENTS 1.1 Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 1.2 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 1.3 Coverage Requirements. 1.3.1 Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 1.3.2 General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products - completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. 1.3.3 Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services CBIZ MHM, LLC Page 14 Office form CA 00 01 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 each accident. 1.3.4 Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. 1.4 Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1.4.1 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 from each of its subconsultants. 1.4.2 Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. 1.4.3 Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. 1.4.4 Notice of Cancellation. All policies shall provide 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. 1.5 Additional Agreements Between the Parties. The parties hereby agree to the following: CBIZ MHM, LLC Page 15 1.5.1 Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 1.5.2 City's Right to Revise Requirements. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant sixty (60) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Contractor's compensation. 1.5.3 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. 1.5.4 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. 1.5.5 Self- insured Retentions. Any self- insured retentions must be declared to and approved by City. City reserves the right to require that self- insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. 1.5.6 City Remedies for Non Compliance If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. CBIZ MHM, LLC Page 16 1.5.7 Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 1.5.8 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. CBIZ MHM, LLC Page 17 4ri June 10, 2010 Mr. Dan Matusiewicz Finance Officer City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92663 RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDING JUNE 30, 2010 Dear Mr. Matusiewicz: CBIZ MHM, LLC (CBIZ) is pleased to continue to provide updated infrastructure records for the year ending June 30, 2010. The scope of the work is as follows: • CBIZ will identify all City capital projects accepted by the City Council between July 1, 2009 and June 30, 2010. This list will be reviewed by the City to ensure it is complete. We would request a copy of City Council bid document and a copy of the plans for each project. • The City will identify all developer projects accepted by the City between July 1, 2009 and June 30, 2010. Information regarding the quantities of individual developer projects will be provided by the City. • CBIZ will update the City of Newport Beach's detailed infrastructure inventory for the year ending June 30, 2010 based solely upon the information provided by the City. • CBIZ will calculate accumulated depreciation and depreciation expense as of and for the year ending June 30, 2010. • CBIZ will provide a report documenting the additions and deletions in a format acceptable to the City's external auditors. We are available to begin work immediately on the update. Based upon the availability of City staff and records, we anticipate providing a draft report to the City no later than August 31, 2010. Upon acceptance by the City, we will finalize the report. CBIZ will provide GASB 34 infrastructure inventory update services for the year ending June 30, 2010 to the City of Newport Beach for a fixed fee of $10,800. This fixed fee is inclusive of all travel and out -of- pocket expenses. We will invoice the City monthly for services rendered throughout the life of the project. If the number of projects for fiscal 2301 Dupont Drive, Suite 200 Irvine, CA 92612 Ph: 949.474.2020 F: 949.263.5520 Mr. Dan Matusiewicz Finance Officer City of Newport Beach June 17, 2010 year 2009 -10 is significantly more than in the prior year, then we will discuss with you the need for an adjustment to this fixed fee. Terms and conditions for this engagement are documented in the attached Exhibit A. If the foregoing is in accordance with your understanding, please sign the copy of this letter in the space provided and return it to us. Sincerely, CBIZ MHM, LLC Marcus D. Davis Managing Director ATTACHMENT A TERMS AND CONDITIONS OF SERIVCES A. Services. These Terms and Conditions of Services and the engagement letter to which these terms are appended constitute the entire agreement between you and CBIZ MHM, LLC for the services to be rendered. As used herein, the term "services ", includes only the services as described in the attached engagement letter. All decisions in connection with the implementation of CBIZ MHM, LLC's services in connection with this engagement shall be your responsibility. B. Payment of Invoices. Our invoices for these services will be rendered each month as work progresses and are payable on presentation. If properly submitted invoices are not paid within 30 days of the invoice date, a late charge may accrue at the lesser of (i) 1% per month or (ii) the highest rate allowable by law. Without limiting its rights or remedies, CBIZ MHM, LLC shall have the right to halt or terminate entirely its services until full payment is received on such past due invoices. The failure of CBIZ MHM, LLC to exercise its right to suspend or terminate work shall not constitute a waiver by CBIZ MHM, LLC of any right or remedy. In the event of a termination of this engagement pursuant to section D below, you agree to compensate CBIZ MHM, LLC for services performed and expenses incurred through the effective date of termination. All outstanding bills will be paid in full prior to the release of any information or prior to final product or service delivery, unless other arrangements to pay your bill have been agreed upon. See section E below for additional information regarding Limitation on Damages. C. Dispute Resolution. Because there are inherent difficulties in recalling or preserving information as the period after an engagement increases, you agree that, notwithstanding any applicable statute of limitations, any claim based on this engagement must be filed within twelve (12) months after performance of our service, unless you have previously provided us with a written notice of a specific defect in our services that forms the basis of the claim. If any dispute, controversy or claim arises in connection with the performance or breach of this agreement, either party may, upon written notice to the other party, request that the matter be mediated. Such mediation will be conducted by a mediator appointed by and pursuant to the Rules of the American Arbitration Association or such other neutral facilitator acceptable to both parties. Both parties will exert their best efforts to discuss with each other in good faith their respective positions in an attempt to finally resolve such dispute or controversy. Each party may disclose any facts to the other party or to the mediator which it, in good faith, considers necessary to resolve the matter. All such discussions, however, will be for the purpose of assisting in settlement efforts and will not be admissible in any subsequent litigation against the disclosing party. Except as agreed by both parties, the mediator will keep confidential all information disclosed during negotiations. The mediator may not act as a witness for either party in any subsequent arbitration between the parties. The mediation proceedings will conclude within sixty days from receipt of the written notice unless extended or terminated sooner by mutual consent. Each party will be responsible for its own expenses. The fees and expenses of the mediator, if any, will be borne equally by the parties. If we are unable to resolve the fee dispute through mediation, you and CBIZ MHM, LLC agree to submit to resolution by arbitration in accordance with the rules of the American Arbitration Association. Such arbitration shall be binding and final, as permitted by the law of the applicable jurisdiction. In agreeing to arbitration, we both acknowledge that in the event of a 3 ATTACHMENT A TERMS AND CONDITIONS OF SERIVCES dispute over fees, each of us is giving up the right to have the dispute decided in a court of law before any judge or jury and instead are accepting the use of arbitration for resolution. The prevailing party shall be entitled to the allowance of a reasonable attorneys' fee and other costs of such action. D. Term. This engagement shall conclude on the completion and delivery of CBIZ MHM, LLC's services hereunder. This engagement may be terminated by either party at any time by giving written notice to the other party not less than 10 business days before the effective date of termination. E. Limitation on Damages. Unless otherwise prohibited by law or applicable professional standard, you agree that CBIZ MHM, LLC and its personnel shall not be liable to you for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid by you to CBIZ MHM, LLC pursuant to this engagement, except to the extent finally judicially determined to have resulted from the bad faith or intentional misconduct of CBIZ MHM, LLC. Unless otherwise prohibited by law or applicable professional standard, in no event shall CBIZ MHM, LLC or its personnel be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or damages relating to this engagement. This limitation on liability provision shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), professional standard, or otherwise. F. Third Parties and Internal Use. Except as otherwise agreed, all services hereunder shall be solely for your internal purposes and use, and this engagement does not create privity between CBIZ MHM, LLC and any person or party other than you (a "third party "). This engagement is not intended for the express or implied benefit of any third party. No third party is entitled to rely, in any manner or for any purpose, on the services provided by CBIZ MHM, LLC. In order to protect CBIZ MHM, LLC from any unauthorized reliance or claims, you further agree that the services provided by CBIZ MHM, LLC shall not be distributed, made available, circulated, or quoted to or used by any third party without the prior written consent of CBIZ MHM, LLC. However, nothing in this paragraph shall be construed as limiting or restricting such disclosure for your financial reporting purposes. G. Reliance Upon Your Information. You are responsible for making all financial records and related information available to us. CBIZ MHM, LLC shall be entitled to assume, without independent verification, the accuracy of all representations, assumptions, information and data that you and your representatives provide to CBIZ MHM, LLC. All assumptions, representations, information and data to be supplied by you and your representatives will be complete and accurate to the best of your knowledge. CBIZ MHM, LLC may use information and data furnished by others; however, CBIZ MHM, LLC shall not be responsible for, and CBIZ MHM, LLC shall provide no assurance regarding, the accuracy and completeness of any such information or data. Except as specifically provided herein, CBIZ MHM, LLC shall not assume any responsibility for any financial reporting with respect to the services provided hereunder. You acknowledge and understand that CBIZ MHM, LLC is providing no attest services of any kind, scope or nature whatsoever, as part of this engagement. CBIZ MHM, LLC shall have no responsibility to address any legal matters or questions of law in connection with this engagement. See section K below for additional information regarding confidentiality. 4 ATTACHMENT A TERMS AND CONDITIONS OF SERIVCES H. Governing Law and Severability. These Terms and Conditions of Services, and the engagement letter to which these terms are appended, shall be governed by, and construed in accordance with, the laws of the State in which CBIZ MHM, LLC personnel rendering the services are located (without giving effect to the choice of law principles thereof). If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement. I. Cooperation. You shall cooperate with CBIZ MHM, LLC in the performance by CBIZ MHM, LLC of its services hereunder, including, without limitation, providing CBIZ MHM, LLC with reasonable facilities and timely access to data, information, and your personnel. You shall be responsible for the performance of your personnel and agents and for the accuracy and completeness of all data and information provided to CBIZ MHM, LLC for purposes of the performance by CBIZ MHM, LLC of its services hereunder. J. Independent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, partner, joint venturer, or representative of the other_ Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation of behalf of, or in the name of, the other. K. Confidentiality. To the extent that, in connection with this engagement, CBIZ MHM, LLC comes into possession of any information of yours identified as proprietary or confidential, CBIZ MHM, LLC will not disclose such information to any third party without your consent, except (a) as may be required by law, regulation, judicial or administrative process, in accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (b) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by CBIZ MHM, LLC in breach hereof, (ii) is disclosed by you or your personnel to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to CBIZ MHM, LLC on a nonconfidential basis from a source other than you or your personnel which CBIZ MHM, LLC does not believe is prohibited from disclosing such information to CBIZ MHM, LLC by obligation to you, (iv) is known by CBIZ MHM, LLC prior to its receipt from you without any obligation of confidentiality with respect thereto, or (v) is developed by CBIZ MHM, LLC independently of any disclosures made by you or your personnel to CBIZ MHM, LLC of such information. In the interest of facilitating our services to you, we may communicate by facsimile transmission or by sending electronic mail over the Internet. Such communications may include information that is confidential to you. Our firm employs measures in the use of facsimile machines and computer technology designed to maintain data security. While we will use our best efforts to keep such communications secure in accordance with our obligations under applicable laws and professional standards, we have no control over the unauthorized interception of these communications once they have been sent. 5 ATTACHMENT A TERMS AND CONDITIONS OF SERIVCES L. Miscellaneous. This agreement shall be binding on all transferees, successors and assigns of both CBIZ MHM, LLC and you. Each party acknowledges that this was a negotiated contract, and as a result, no part of this contract shall be construed against either party based on drafting of the contract. In the event any part of this agreement is held to be illegal or unenforceable for any reason, such determination shall not affect nor invalidate the rest of the agreement, and the rest of the agreement shall remain in full force and effect. M. Limitation on Warranties. This is a services engagement. CBIZ MHM, LLC warrants that it shall perform services hereunder in good faith. CBIZ MHM, LLC disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose. N. Property. The workpapers and files which CBIZ MHM, LLC generates in connection with this engagement are the property of CBIZ MHM, LLC. Upon the termination of this engagement, upon request we will return your original records to you. All CBIZ MHM, LLC workpapers and files will be retained for 7 years, pursuant to CBIZ MHM, LLC's document retention policy. O. Non - Solicitation. During the term of this Agreement and for a period of one year thereafter, the parties agree not to hire, solicit, or attempt to solicit, whether directly or indirectly, the services of any staff employee, consultant, or subcontractor of the other party without the prior written consent of that party. Violation of this provision shall, in addition to other relief, require the breaching party to compensate the non- breaching party with 100 percent of the solicited person's annual compensation. P. Indemnification. Unless otherwise prohibited by law or applicable professional standard, you shall indemnify and hold harmless CBIZ MHM, LLC and its personnel from and against any causes of action, damages (whether compensatory, consequential, special, indirect, incidental, punitive, exemplary, or of any other type or nature), costs and expenses (including, without limitation, reasonable attorneys' fees and the reasonable time and expenses of CBIZ MHM, LLC's personnel involved) brought against or involving CBIZ MHM, LLC at any time and in any way arising out of or relating to CBIZ MHM, LLC's services under this engagement, except to the extent judicially determined to have resulted from the bad faith, gross negligence, or willful or intentional misconduct of CBIZ MHM, LLC's personnel. This provision shall survive the termination of this agreement for any reason, and shall apply to the fullest extent of the law, whether in contract, tort, or otherwise. If any action or proceeding (any of the foregoing being a "Claim ") is threatened or commenced by any third party against CBIZ MHM, LLC that you are obligated to defend or indemnify under this Agreement, then written notice thereof shall be given to you as promptly as practicable. After such notice and only so long as CBIZ MHM, LLC's and your interests with respect to the claim remain consistent, no conflict exists, and, by your control of the defense, CBIZ MHM, LLC's insurance is not voided or otherwise compromised in any way, you shall be entitled, if you so elect in writing within ten days after receipt of such notice, to take control of the defense and investigation of such Claim and to employ and engage attorneys to handle and defend the same, at your sole cost and expense, with the approval of CBIZ MHM, LLC, which approval shall not be unreasonably withheld CBIZ MHM, LLC shall cooperate in all reasonable respects 0 ATTACHMENT A TERMS AND CONDITIONS OF SERIVCES with you and your attorneys in the investigation, trial and defense of such Claim and any appeal arising therefrom; provided, however, that CBIZ MHM, LLC may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising therefrom. You shall enter into no settlement of a Claim that involves a remedy other than the payment of money by you without the prior consent of CBIZ MHM, LLC. After notice by you to CBIZ MHM, LLC of your election to assume full control of the defense of any such Claim, and CBIZ MHM, LLC's approval of selected counsel, you shall not be liable to CBIZ MHM, LLC for any legal expenses incurred thereafter by CBIZ MHM, LLC in connection with the defense of that Claim. If you do not assume full control over the defense of a Claim, then you may participate in such defense, at your sole cost and expense, and CBIZ MHM, LLC shall have the right to defend you in such manner as it may deem appropriate, at your cost and expense. 7 Client #: 2372 CBIZINC ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE/YYYY) 9/288 /201/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER CBIZ Insurance Services 9755 Patuxent Woods Drive .Suite 200 Columbia, MD 21046 CONTACT NAME: PHONE ,Ext: 800 -584 -2515 FAX No); 301 - 724 -3953 E -MAIL ADDRESS: PRODUCER CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC# INSURED CBIZ, Inc. 6050 Oak Tree Blvd., South, Suite 500 INSURERA; Hartford Insurance- Comml Lines DAMAGE TO RENTED PREMISES Ea occurrence INSURER B: The American Insurance Co MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY Cleveland, OH 44131 INSURER C : GENERAL AGGREGATE $2,000,000 GE N'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC JECT INSURER D: $2,000,000 INSURER E : $ A INSURER F LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS COVERAGES CERTIFICATE NUMBER: REVISION NUMBER- THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE NRRL VDR POLICY NUMBER POLICY MM /DD E� LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 1 OCCUR 42UENMF4642 09/3012010 09/30/2011 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE N'L AGGREGATE LIMIT APPLIES PER: POLICY PRO LOC JECT PRODUCTS - COMP /OP AGG $2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 42UENMF4643 09/30/2010 09/30/2011 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ X $ B UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE S0000031623671 09/30/2010 09/30/2011 EACH OCCURRENCE s25,000, 000 AGGREGATE $25,000,000 DEDUCTIBLE RETENTION 0 $ X $ A INORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVEY / N (Mandatory in OFFICER/MEMBER EXCLUDED? ❑N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 42WNMF4640 42WBRMF4641 WI 09/3012010 09/30/2010 09130/2011 09/30/2011 X WC STATIJ- OTH- IER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Attn: Dennis C. Danner SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Newport Beach ACCORDANCE WITH THE POLICY PROVISIONS. 3300 Newport Boulevard Newport Beach, CA 92663 AUTHORIZED REPRESENTATIVE CBIZ Insurance Services, Inc. ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009109) 1 of 1 The ACORD name and logo are registered marks of ACORD #S373089/M372811 SGM October 15, 2004 Mr. Dan Matusiewicz Accounting Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, California 92658 RE: PROPOSAL FOR INFRASTRUCTURE UPDATE SERVICES FOR THE YEARS ENDED JUNE 30, 2003 AND 2004 Dear Mr. Matusiewicz: CBIZ Accounting, Tax and Advisory of Orange County, Inc. (CBIZ) is pleased to respond to your request to provide infrastructure update services for the years ended June 30, 2003 and 2004. We understand the scope of the work is as follows: • The City will identify all capital projects accepted by the City Council for the years ended June 30, 2003 and 2004. We will request the City to provide copies of the bid documents and plans for these accepted projects. • The City will identify all developer projects accepted by the City which resulted in additional infrastructure to be maintained by the City for the years ended June 30, 2003 and 2004. We will request the City provide bonding estimates and other approval documentation maintained by the City for each developer project that was accepted. • CBIZ will update the City of Newport Beach's detailed infrastructure inventory records for the years ended June 30, 2003 and 2004. • CBIZ will calculate accumulated depreciation and depreciation expense as of and for the years ended June 30, 2003 and 2004. 2301 Dupont Drive, Suite 200 m Irvine, CA 92612 w Ph: 949.474.2020 w F: 949.263.5520 Mr. Dan Matusiewicz Accounting Manager City of Newport Beach October 15, 2004 Paee Two • CBIZ will prepare a report acceptable to the City's auditors that will document changes in infrastructure assets and associated accumulated depreciation for the years ended June 30, 2003 and 2004. CBIZ will provide the infrastructure update services for the years ended June 30, 2003 and 2004 to the City of Newport Beach for a fixed fee of $10,000. This fixed fee is inclusive of all travel and out -of- pocket expenses. We will invoice the City monthly for services rendered throughout the life of the project. We understand that the City is requesting that this project be completed by November 8, 2004. We will begin the project immediately and schedule all resources as required in order to ensure a draft report is available to the City by this date. If the foregoing is in accordance with your understanding, please sign the copy of this letter in the space provided and return it to us. Sincerely, CBIZ ACCOUNTING, TAX AND ADVISORY OF ORANGE COUNTY INC. C.� Marcus D. Davis Managing Director Accepted: CITY 0 LIZA Title: Date: 1c, - let C y