Loading...
HomeMy WebLinkAboutC-5490 - PSA for Wildland Urban Interface Inspection Servicescca J AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT EJ WITH DUDEK FOR WILDLAND URBAN INTERFACE INSPECTION SERVICES THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 30th day of March, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and DUDEK, a California corporation ("Consultant"), whose address is 605 3rd Street, Encinitas, California 92024, and is made with reference to the following: RECITALS A. On June 5, 2013, City and Consultant entered into a Professional Services Agreement ("Agreement") for wildland urban interface inspection services ("Project"). B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to June 30, 2017, to increase the total compensation and to update Insurance Requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2017, unless terminated earlier as set forth herein." 2. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Seventy Five Thousand Dollars and 001100 ($75,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Twenty Five Thousand Five Hundred Dollars and 001100 ($25,500.00). 3. INSURANCE REQUIREMENTS Exhibit C to the Agreement shall be amended in its entirety and replaced with Exhibit C-1, attached hereto and incorporated herein by reference. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Dudek, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORN�7;e OFFICE Date: 3�a By: r Aaron C. Harp 411A City Attorney ATTEST: Date: 5, I'/ 4.1 By: 6v�'- Leilani I. Brown City Clerk L-1LI Fob Attachments n CITY OF NEWPORT BEACH, a California municipal corporation Date: �•�y•/(� By: Z�Z/—O& r' Kimberly Brandt, AIC Community Development Director CONSULTANT: Dudek, a California corporation Date: RAY % Zot(o By4A-1aDlu dek President Date: --� ; By: —Dave Ca CFO [END OF SIGNATURES] Exhibit C-1 — Insurance Requirements Dudek, Inc. Page 3 EXHIBIT C-1 INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non - Dudek, Inc. Page C-1 owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its 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. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Dudek, Inc. Page C-2 Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. 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. F. 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. G. 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 Contract, and that involve or may Dudek, Inc. Page C-3 involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. 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. Dudek, Inc. Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 3/17/16 Date Completed: 4/11/16 Sent to Company/Person required to have certificate: Type of contract: Dept./Contact Received From: Terresa Terresa By: Alicia I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE A. INSURANCE COMPANY: B. C. D. E. F. G. H. J. K. L. All other 8/28/15-8/28/16 American Automobile Insurance Cc AM BEST RATING (A-: VII or greater): A+: XV ADMITTED Company (Must be California Admitted): Is Company admitted in California? LIMITS (Must be $1 M or greater): What is limit provided? ADDITIONAL INSURED ENDORSEMENT— please attach PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ELECTED SCMAF COVERAGE (RECREATION ONLY): NOTICE OF CANCELLATION: ® Yes ❑ No 1,000,000/2,000,000 ® Yes ❑ No ® Yes ❑ No ® Yes ❑ No ® Yes ❑ No ® Yes ❑ No ❑ Yes ® No ® N/A ❑ Yes ❑ No ❑ N/A ® Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 8/28/15-8/28/16 A. INSURANCE COMPANY: American Automobile Insurance 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 - If Employees (Must be $1M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): ® NIA ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 8/28/15-8/28/16 A. INSURANCE COMPANY: American Automobile Insurance Co B. AM BEST RATING (A-: VII or greater): A+: XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® NIA ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED fV. PROFESSIONAL LIABILITY EFF: 8/28/115-8/28/16 CARRIER: INDIAN HARBOR INS CO RATING: A:XV V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 06_1)� - Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 4/11/16 ❑ N/A ® Yes ❑ No ® N/A ❑ Yes ❑ No ®N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to Professional Liability carrier being non -admitted. Sheri Approved 4/11/16. Approved: Risk Management Date * Subject to the terms of the contract. PROFESSIONAL SERVICES AGREEMENT WITH DUDEK, INC. FOR WILDLAND URBAN INTERFACE INSPECTION SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into as of this 5th day of June, 2013 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and DUDEK, INC., a California corporation ( "Consultant "), whose address is 605 Third Street, Encinitas, CA 92024, 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 wildland urban interface inspection services (`Project "). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2016 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Forty Nine Thousand Five Hundred Dollars ($49,500.00), 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 monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Dudek, Inc. Page 2 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 Scott Eckhardt 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. 53 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. City's Assistant Fire Chief of Life Safety Services, or designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with 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. Dudek, Inc. Page 3 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 Scott Eckhardt 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 shalt not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shalt remove from the Project any of its personnel assigned to the performance of Services upon written request of City, Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Fire Department. City's Assistant Fire Chief or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with 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. Dudek, Page 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 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers 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, attorneys' 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, reckless, 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 attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Dudek, Inc. Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12, CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall Dudek, Inc. Page 5 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 co-tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (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. 173 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Dudek, Inc. Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. Dudek, P... 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), 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. 24.2 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. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Kevin Kitch, Assistant Fire Chief Fire Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Scott Eckhardt Dudek, Inc. 31878 Camino Capistrano #200 San Juan Capistrano, CA 92675 Dudek, Inc. Page 8 26, CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28, STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Dudek, Inc. Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 SeverabilitV. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28,11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28,12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE) Dudek, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATT7�1'q NEY'S OFFICE Date: S CITY OF NEWPORT BEACH, a California munici al corporation Date: MAY 3 0 2 64 B : B sooro�t Poster Flre Y Aaro . Harp P ,� Scott Poster City Attorney Fire Chief ATTEST: Date: ►��1, �, �1�U Leilani 1. 1 City Clerk CONSULTANT: Dudek, Inc., a California corporation Date: 6 •3-1 By: RFeswd Date: By:Qap June ollins Vice President [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Dudek, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Dudek, Inc. Page A -1 EXHIBIT A - SCOPE OF SERVICES Dudek( "Consultant ")'s proposed work plan follows a simple process, which has been utilized consistently and effectively over the past 1 I years and is outlined below. More detail about each step in this work plan is provided in the following sections. 1. Initial Inspection a. Dudek acquires necessary data files from the Newport Beach Fire Department ( "NBFD ") b. Dudek conducts initial Wildland Urban Interface ( "WUI ") inspections c. Dudek updates database and maps d. Dudek returns database and associated maps and photos to the NBFD 2. Follow -up Inspection a. Dudek re- acquires necessary data files from the NBFD b. Dudek conducts follow -up (Secondary) WUI inspections c. Dudek updates database and maps, as necessary d. Dudek returns database and associated maps and photos to the NBFD 3. Project Finalization a. Dudek ensures that the NBFD has all necessary files and provides additional information, as needed b. Dudek returns access keys and /or passes to the NBFD. PRE-FIELD REVIEW AND PREPARATION DE :. u. •: Prior to initiating field inspections, Dudek will coordinate with NBFD staff to acquire the WUI Access database and associated AutoCAD files. Fife transfer will be facilitated by the use of Dudek's secure FTP site. Once Dudek has received the database and associated AutoCAD map files, a back -up copy of all received data will be made and stored on our secure server. Pre -field review and preparation involves creation of digital field map files and set up of the database and property map files on our server so that they can be accessed by our mobile computers for the field inspection phase of the project. To complete this phase, we will need to obtain a copy of NBFD's most recent WUI Access database and AutoCAD files for the area of the City to be inspected. During this phase, Dudek will also communicate with the appropriate NBFD staff to discuss any outstanding or unusual conditions that exist in the areas to be inspected. For example, known addresses where existing re -model efforts have necessitated inspection to the City's Fuel Modification Plans and Maintenance Standards will be identified and any pertinent details discussed. This process will be conducted prior to inspection efforts each year. Prior to proceeding with the next phase (inspection), Dudek will need a letter from the NBFD indicating the project intent and our authorization to be on private property. We will prepare this letter for the City, if desired, and submit for approval and signature. Additionally, we will require all relevant access Knox keys /passes to any gated or locked areas that require inspection. DUDEK Wildland Urban Interface Inspection and Database Updates METHODOLOGY 2. CONDUCT THE INITIAL WUI FIELD INSPECTIONS Initial property inspections will be conducted in accordance with the NBFD's inspection calendar and will include the following: • A total of 105 properties will be inspected in 2013 in Upper and Lower Morning Canyon, Big Canyon, and the Altezza and Trovare developments. • A total of 171 properties will be inspected in 2014 in Upper, Middle, and Lower Buck Gully. • A total of 105 properties will be inspected in 2015 in Upper and Lower Morning Canyon, Big Canyon, and the Altezza and Trovare developments. Inspections will be focused on the area within 100 feet of each individual structure and shall include an assessment of each property as related to the City's Guidelines for Hazard Reduction Zones (Guideline G.01), and associated Fire Resistive Plant List (2007) and Undesirable Plant Species List (2007). In instances where remodeling efforts have necessitated installation of Fuel Modification Zones (FMZ), Dudek will inspect according to the City's Fuel Modification Plans and Maintenance Standards (Guideline G.02). Recommendations will be made for "compliant" or "non- compliant" status for each property, according to the appropriate guidelines. Non - compliant conditions will be documented in the field according to individual property location, and at least one digital photograph will be taken of each non - compliant property or condition. Properties that have been relandscaped, or significantly modified since the previous inspection will also be photographed. Additionally, observed landscape changes will be documented to facilitate AutoCAD map updates. Dudek will incorporate tablet computing technology with field inspection efforts, essentially linking the field inspection component and the database update component. All relevant fields of the WUI Access database will be updated in the field, including inspection date, recommended compliance status, and fuel treatment requirements. The following discusses our approach for updating the database in the field and using mobile GIS apps to facilitate photo documentation. Integrating Technology into the WUI Inspection and Database Update Effort In order to more efficiently link the field inspection and database update components of this project, Dudek will utilize iPads equipped with the Citrix Receiver app. With this setup, Dudek is able to access our secure server from the field and directly update the City's WUI Access database as we make property observations. The database is stored on our secure server, so it is continually backed up, minimizing the likelihood of data loss. Another component of the WUI Inspection Program is documenting changes to landscape conditions and updating the program's CAD -based property maps. Since Citrix access to AutoCAD is currently unavailable, we will digitally mark -up maps in the field through Adobe Acrobat software. As PDF versions of the individual property landscape maps currently exist in the database, we will utilize the comment and mark -up tools included in Adobe software to digitally take notes in the field. Any necessary edits will be made directly in AutoCAD once we return to the office. Both the database and PDF map files are stored on our secure server and routinely backed up to avoid data loss should there be any damage to or loss of the mobile device (iPad). Benefits of using the Citrix Receiver app for this project include: • Real -time backup of files to our servers • Reduction of the amount of time necessary for data transfer /data entry • Significant reduction or elimination of the likelihood of data loss resulting from the loss of or damage to traditional paper -based data collection systems DUDEK Wildland Urban Interface Inspection and Database Updates METHODOLOGY • Elimination of the need for printing, collating, and organizing paper field forms e Direct access to all other project - related materials, including the City's Guidelines for Hazard Reduction Zones (Guideline G.01), Fuel Modification Plans and Maintenance Standards (Guideline G.02), and associated plant lists. Integrating Technology into the WU1 Photo Documentation Effort In addition to the Citrix Receiver app, Dudek will utilize our created mobile app designed for site photo - documentation in the field. Utilizing an iPad equipped with the mobile app, we will take photographs of non - compliant conditions or other notable landscape features and directly link those photographs to the relevant property via the available comments field. This GIS -based app accesses Dudek's mobile ArcGIS server, and all collected photos and comments are automatically backed up to the server, significantly reducing or eliminating the likelihood of data loss. See a more detailed discussion of our mobile data collectionlediting capabilities in Section D. 3. UPDATE ACCESS DATABASE AND CAD FILES This task involves updating NBFD's Access database and associated AutoCAD files for the properties inspected each year. As mentioned, database updates will be conducted simultaneously with field inspections, so this task will include a quality controllquality assurance (QC/QA) check on collected data to make sure that no data was missed or incorrectly entered. Updatestedits to AutoCAD files will be also completed for any properties that have had modifications to vegetation since the previous inspection and will be completed using AutoCAD Map 2012 software. Following updates, AutoCAD maps for all inspected properties will be exported in PDF format to facilitate printing at the NBFD office. Site photographs will also be retrieved from our secure server and renamed according to property address, inspection year, and inspection number (Initial Inspection). All collected site photographs and updated field maps (AutoCAD and PDF formats) will be placed in the proper database directories and hyperlinks updated from the main Access database interface page for each property. Upon completion, Dudek will return the updated Access database, CAD files, PDF files, and site photographs to the City. To facilitate data transfer, Dudek will set up a secure FTP site and will coordinate and verify data transfer to the City's project manager. R. FOLLOW -UP WUI INSPECTIONS This task will involve a reinspection of any properties deemed non - compliant during the initial inspection. Follow -up inspections will focus on evaluating previously- determined non - compliant conditions to determine if they have been rectified. Recommendations will again be made for compliant or non - compliant status for each inspected property and at least one digital photograph will be taken of each non - compliant property or condition. Fuel treatment prescriptions will also be updated, as necessary, depending on field conditions. Properties that have been relandscaped, or significantly modified since the previous inspection will also be photographed. Additionally, observed landscape changes will be documented to facilitate AutoCAD map updates. As with the initial inspections, Dudek will update all relevant fields of the WUI Access database from the field using our mobile computers. We will also digitally mark -up PDF property maps using Adobe Acrobat software and will utilize our mobile app designed for site photo - documentation to capture, comment on, and store digital photographs. DUDEK Wildland Urban Interface Inspection and Database Updates METHODOLOGY S. SECOND UPDATE OF ACCESS DATABASE AND CAD FILES This task involves updating NBFD's Access database and associated AutoCAD files for the properties evaluated during the follow -up inspections. As database updates will be conducted simultaneously with field inspections, this task will include a QC /QA check on collected data to make sure that no data was missed or incorrectly entered. Updates/edits to AutoCAD files will be also completed for any properties that have had modifications to vegetation since the initial inspection and will be completed using AutoCAD Map 2012 software, Following updates, AutoCAD maps for all inspected properties will again be exported in PDF format. Site photographs will again be retrieved from our secure server and renamed according to property address, inspection year, and inspection number (follow -up inspection). All collected site photographs and updated field maps (AutoCAD and PDF formats) will be placed in the proper database directories and hyperlinks updated from the main Access database interface page for each property. Upon completion, Dudek will return the updated database, CAD files, PDF files, and site photographs to the City. Once again, to facilitate data transfer, Dudek will set up a secure FTP site and will coordinate and verify data transfer to the City's project manager. B.2 Anticipated Work Schedule The following proposed project schedule is based on Dudek's comprehensive experience performing WUI Inspections for the City of Newport Beach over the past I I years. We understand that initial inspections begin on or near June I annually and that, once notified by letter from the NBFD, landowners have 30 days to resolve non - compliant conditions prior to the second inspection. Allowing time after the initial inspection for database /map updates and notification letter mailing by the NBFD, the second inspection is typically conducted approximately 6 to 8 weeks following the first. Based on this understanding, we have provided a proposed project schedule in Tables 2 -4 for each inspection year. We understand that unforeseen events can alter this schedule, so Dudek will work closely with the NBFD to coordinate inspection timing each year to meet their needs. TABLE 2. PROPOSED PROJECT SCHEDULE (2013) TABLE 3. PROPOSED PROJECT SCHEDULE (2014) DUD K Wildland Urban Interface Inspection and Database Updates METHODOLOGY TABLE 4. PROPOSED PROJECT SCHEDULE (2015) Should the City elect to reduce the amount of properties requiring inspection in any year of this Agreement, the Consultant's fee shall be reduced proportionally. Alternatively, work requests that are beyond the defined Scope of Services shall require approval and authorization in writing, based on an amended cost estimate, prior to implementation. Any additional services requested - once committed to by signature of both parties - would be billed according to the rates indicated in Exhibit B. All invoices shall include a summary of hours billed, by staff type, as well as any direct costs incurred. DUDEK Wildland Urban Interface Inspection and Database Updates EXHIBIT B SCHEDULE OF BILLING RATES Dudek, Inc. Page B -1 EXHIBIT B - SCHEDULE OF BILLING RATES CITY OF NEWPORT BEACH WRO$ANO URBAN INTERFACE INSPECTION AND DATABASE UPDATES Teel P,FUHRew.aed Prepate6an"Ra Deeaddrant Staff — InapaatlOnYan20H 8.0 to $1,990.00 $1,91000 InyeedDYea2014 80 00 $1.940.00 $1.400 Ilp dNp YearVA5 &0 60 $LMA.00 S1,HOM Teak 2: OwOvd hadd Ml FAd lmpae5pna — — eup¢4nnYex2013 3210 320 55.760.00 SIRAD 55.06060 InspeWan Yex20H 320 320 $5,76O.00 312000 $6060.60 Irepeelan Yex2015 320 320 $5.760.00 512000 $6060.60 Taak 3: Ueda, AUesa 0,Ca.eN M Ed, — — InR,,UWIYea2013 1 6,0 20 160 $3.3000 53.360.60 IdYttlbn Ycdr2014 160 24 .10.0 $3.300) 53.30.0 InprtTmy.2015 160 20 ISO $3,360.0 Sa m,o) Ta5k4: Fdbwup YNl Mrpevli0n5 — — ImpttOOnYem2013 80 10.0 290 $3,520.0 $800 $3,0060 Id,F,cadpY.rX14 80 10D 290 $3,5200 $00 53,000 ldap,B Yem2015 8.0 18.0 24.0 $ ;520.0 Dow $6800 Teak 5:Seddrd Update.keeaa Database and CIO RN — — — ImpecUOnYem2013 40 12.0 180 $221000 5228000 10pee5w Ym201a 4.0 120 160 $2260.00 $2280OD Impe,S,,YaS2015 40 120 160 $220.0 u,2 m MnuelTdel HOUn 0.0 20 .260 900 adwal Tetal MI" $16300D $20.00 318.5060 TAM Houn IN .0 60 04.0 2940 TeW ONIInO $36,120.00 $1,26000 $1092010 N6900.00 SoWA0 N9.500.0 'WCa(oNer&edwds)rMed: ,dandd,a.OUEeA'e $ an Jam Cap.d9ttlm6eld inapMwnbek qtly. Bwea,ba. an ated 6WSrMeala.'a9eieMNaenanl. Wadlad UrWnIntertae In....and Danbna Updaaea EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager, 3, Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate, The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Dudek, Inc. Page C -1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its 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. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance, Current certification of insurance shall be kept on file with City at all times during the term of this Dudek, Inc. Page C -2 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. 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. E. 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. F. 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. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. 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. Dudek, '.g'