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HomeMy WebLinkAboutC-5553 - PSA for Big Canyon Restoration1 PROFESSIONAL SERVICES AGREEMENT %? WITH NEW IRVINE RANCH CONSERVANCY FOR !� BIG CANYON RESTORATION ij� THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into as of this _LQ0 _ day of June, 2013 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City "), and NEW IRVINE RANCH CONSERVANCY, a California nonprofit corporation ( "Consultant "), whose address is 4727 Portola Parkway, Irvine, CA 92520, 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 construct trail and habitat enhancements in Big Canyon ("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 December 31, 2018 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, including delays in providing necessary permissions, data, reports, or other information by City . 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 a Management Fee of One Hundred Thousand Dollars and 00/100 ($100,000.00) ( "Management Fee ") for the Services described in the Scope of Services attached hereto as Exhibit A. 4.2 Payment for items No. 1 and 2, as described in the Scope of Services, shall be made in four (4) equal installments commencing with the date of execution of this Agreement and bi- monthly thereafter in accordance with the provisions of this Section. Payment for Items No. 1 and 2 16t Installment $10,000 2nd Installment $10,000 3`d Installment $10,000 0 Installment $10,000 4.3 Payment for items No. 3 and 4, as described in the Scope of Services, shall be made in three (3) equal installments commencing with the date of execution of this Agreement and annually thereafter in accordance with the provisions of this Section. Payment for Items No. 2 and 3 1st Installment $20,000 2 "d Installment $20,000 3rd Installment $20,000 New Irvine Ranch Conservancy Page 2 4.4 The Management Fee includes all costs and expenses related to providing the Services. Consultant's compensation for all Work performed in accordance with this Agreement, shall not exceed this Fee amount without prior written authorization from City. 4.5 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid at the sole discretion of City and in an amount to be mutually agreed upon.. 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 Dr. Riley Pratt 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 City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Deputy Public Works Director 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. City shall not remove or change its Project Manager without conferring with Consultant in advance. 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. New Irvine Ranch Conservancy Page 3 1 L R 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. 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 New Irvine Ranch Conservancy Page 4 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. 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 shalt 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 New Irvine Ranch Conservancy Page 5 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 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 New Irvine Ranch Conservancy Page 6 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. 17.4 City hereby grants Consultant non - exclusive license to use GIS information, field and monitoring data, and other related Work Product for publication in scientific or peer - reviewed journals and professional presentations with appropriate acknowledgement of City. No Work Product shall be used by Consultant for any other purpose without the expressed written consent of City. All work generated by or on behalf of Consultant as part of its unrelated or previous activities shall remain the exclusive property of Consultant. 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 New Irvine Ranch Conservancy Page 7 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. 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: Deputy Public Works Director Public Works City of Newport Beach 100 Civic Center Drive PO Box 1768 New Irvine Ranch Conservancy Page 8 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Executive Director New Irvine Ranch Conservancy 4727 Portola Parkway Irvine, CA 92620 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 thirty (30) 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. New Irvine Ranch Conservancy Page 9 eql . - l i ± C i oiZ*ITJF.`]f*7' *1 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. 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 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. 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 New Irvine Ranch Conservancy Page 10 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] New Irvine Ranch Conservancy Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: Date ATT�O N5 I'S OFFICE so Aaron C. Harp City Attorney ATTEST: � 2*. 13 Date: By: DkOA� - NkP,, Leilani I. Brown City Clerk IS `1-iFovk1 CITY OF NEWPORT BEACH, a California municipal corporation Date: ] 13113 By: �. Dave iff City Manager CONSULTANT: New Irvine Ranch Conservancy, a California nonprofit corporation Date: Bv: Michael O'Connell President and Executive Director Date: Bv: John Flynn Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Insurance Requirements New Irvine Ranch Conservancy Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO �JY' OFFICE Date: By; Aaron C. Harp �` U City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk Attachments: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONSULTANT: New Irvine Ranch Conservancy, a California nonprofit corporation Date: (- • 19 • /1) By: Michael O'Connell President and Executive Director Date: By: Jo Flynn Secretary [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B -- Insurance Requirements New Irvine Ranch Conservancy Page 12 EXHIBIT A SCOPE OF SERVICES Irvine Ranch Conservancy Page A-1 II:VINE RANCH CONS L R V A N C Y Interim Management for Big Canyon 04.25.13 PHASE I Elements: Trail Enhancements (small temporary footbridge, trail directional signs, kiosks, fencing, minor trail -bed repair/enhancements): New kiosks featuring trail maps and signage at major entry points (up to 4); a new small temporary recreational bridge over the creek formalizing a trail loop (joining both north and south trail segments); new trail markers (up to 15); and new out-of-bounds fencing to direct existing public access to designated trails. Several unauthorized and unsustainable trail segments will be closed and re -vegetated so they aren't visible/used in the future. Note: Estimate does not include preparation of stamped engineering documents, Coastal Commission/ NCCP/CEQA Review and Approval of Trail Enhancements. These are not anticipated to be necessary]. 2. Interpretive Program: Interpretive program to feature several interpretive signs and other informational postings at trail entrances and along trails. Interpretive program will focus on canyon's flora and fauna (plants/birds/animals/insects/reptiles. 3. Trail -side Restoration/Invasive Removal A 5 -year program to selectively remove non-native plants and invasive weeds to restore disturbed areas adjacent to trails (total of 2-3 acres). Small native plants will be transplanted, supplemented with the use of native seed mix. IRC will manage and monitor the project, using both volunteers and subcontracts. No resource agency signoff is anticipated to be required for this activity. 4. Targeted Invasive Weed Removal (Area -wide) A 5 -year program throughout Big Canyon to remove high-priority targeted invasive species, including Pampas Grass, Tree Tobacco, Arundo, Artichoke Thistle, Fennel and Castor Bean. IRC will manage and monitor the project, using both volunteers and subcontracts. SUBTOTAL PHASE I= COST ESTIMATE $30,000 $10,000 $45,000 for up to 3 acres $15,000 $3,000 a year for 5 years ------------ $100,000 M tt 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 V11 (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 Irvine Ranch Conservancy Page B -1 H Its 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. 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. 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 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 Irvine Ranch Conservancy Page B -2 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 Clty. 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. Irvine Ranch Conservancy '-g- CERTIFICATE OF INSURANCE CHECKLIST I; MI :• This checklist is comprised of requirements as outlined by the City of Newport Beach. . Date Received: 6/28/13 Dept. /Contact Received From: Lucie Date Completed: 6/28/13 Sent to: Lucie By: Chris/Renee Company /Person required to have certificate: New Irvine Ranch Conservancy Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE /EXPIRATION DATE: 7/1112- 7/1113 A. INSURANCE COMPANY: Federal Insurance Company__ B. AM BEST RATING (A-: VII or greater): A + +:XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? ® Yes F] No D. LIMITS (Must be $1 M or greater): What is limit provided? 1,000,000/2,000,000 E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does N/A F. not apply to Waste Haulers or Recreation) ® Yes No G. ADDITIONAL INSURED FOR PRODUCTS AND ® N/A ❑ Yes EJ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ N/A ❑ Yes 0 No H. Operations status does not apply to Waste Haulers) Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No 1. PRIMARY & NON - CONTRIBUTORY WORDING (Must be included): Is it included? Z Yes © No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? El Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes © No 11. AUTOMOBILE LIABILITY EFFECTIVE /EXPIRATION DATE: 6/1/13- 6/1/14 A. INSURANCE COMPANY: New York Marine & General Ins B. AM BEST RATING (A-: VII or greater) A: X C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? 0 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): ® N/A ❑ Yes EJ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes 0 No H. NOTICE OF CANCELLATION: © NIA 0 Yes ❑ No m0RKER8`C0MPGN88T|VN EFFECT|VE/EXP| RATION DATE: 1O/1/12'10/1/13 A. INSURANCE COMPANY: Philadelphia Ind, Ins Co, R. 8M BEST RATING (A: VII nryreator: A++:XV C. ADMITTED Company (Must be California Admitted): ZYes No D. m0RKERS'C[MPENSATION LIMIT: Statutory ZYes [] No F_ EMPLOYERS' LIABILITY LIMIT (Must he$1yWnrgreater) 1000 F� WAIVER OF SUB ROGATION (To indude): (ait|ndudod7 MYmm F7Nn G. SIGNED VVORKERS'COMPENGAT|0N EXEMPTION FORM: M N/A Fl Yes [7No H NOTICE OFCANCELLATION: Fl NIA E Yes FlNo ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Z NIA El Yes El No 6/28/I3 Agent cf80ant insurance Services Date Broker o( record for the City uf Newport Beach ­— ----``~------------------------------------^^^^^^--'`^--'--------------'------'`~^^^^^^`~^````~`'----------'----------------- —^' RISK MANAGEMENT APPROVAL REQUIRED Non'adrniMeU carrier rated less than ; Self Insured Retention or Deductible greater than $ ) Fl N/A Fl Yes F7Nn Reason for Risk Management appn.vu|/exoophunkwaivec Approved: Risk Management Date * Subject to the terms of the contract. IRVRA -1 OP ID: CERTIFICATE CIF LIABILITY INSURANCE Onwif nR/1n/DDYYVYy r2n1.,A 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($), 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 Phone. 631- 636 -4918 CONCT (nterWest Insurance Services NAME: TA Fax:831- 635 -9237 PHONE iAX 330Tre Plnos 84 Are No: 339 Tres Pinos Road Suite A -1 an�oaoo. �^ ____.— _------_.., _.___. _.cy wsDRED Naw Irvine Ranch Conservancy 4727 Portola Parkway Irvine, CA 92620 New Co. COVERAGES CERTIFICATE NUMBER: REVISION NUMRFR- 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. 'iN'SR TYPEOFINSURANCE.. .. IADOLSUBR' ... POLICY NUMBER JtMPOM10o(YYYYP Pt011tPOtYYYY LiMR9 LR if GENERALLIAHIUTY EACH OCCURRENCE $ 11000,00 A X COMMERCIAL GENERALLUtBRITY X 35942562 0710112012 0710112013 ORMAGETo RENYED DAMAGESjEa+xwrtan .... __. CLAIM"ADE 1 X, OCCUR -_-j -J- IT 10, 0 _ I PERSONAL &ADV INJURY S 1,0_0000 1 _.. GENERALAGGREGATE $ 2,00000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OPAGG $ INCLUDE X POLICY -iPRO; I LOT; $ . AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 C X ANY AUTO PHPK1027187 06/0112013 06/0112014 BODILY INJURY (P., person) $ ... ALLOWNED SCHEDULED AUTOS AUTOS --... BODILY INJURY (Per em,tlenl) _..._. $ X .,.,- NON -OWNED HIRED AUTOS X AUTOS - PROPERTYDAMAGE (Pe aa,dent) -� - -� $ UMBRELLA LIAO OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIAR CLAIMS -MADE ( DEO RETENTION$ t S WORKERS COMPENSATION WGSTATU- OTH- X ANDEMPLOYERVLIASILITY YIN ; TORYj1,}1iT$ B ANY PROPRIETOMPAR'(NERIEXECUTVE WC201200000224 11010112012 101011'2013 EL EACHACCIDENT $ 1 000,000 OFRCERNEMBER EXCLUDEW (Mandatory in NH) NIA - __ EL DISEASE -EA EMPLOYEE _. ..__ $ 1,000,00 tt yes. deanihe nndor DESCRIPTION OF OPERATIONS below _. _.. __ ... E L DISEASE - POLICY LIMIT _ $ 1,000,00 i DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more apace is squired) Re: Irvine Ranch is entering into a management agreement to do trail and habitat enhancements in Big Canyon within the City of Newport Beach Work Comp Waiver of Subrogation Attached, General Liability Additional Insured Endorsement, Primary Insurance, Wavier of Rights of Recovery Against Others and Cancellation Endorsemennt - attached. CITY100 City of Newport Beach Attn: Deputy Public Works Director Public Works P.O. Box 1768 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORMED REPRESENTATIVE 1988 -2010 ACORD CORPORATION. All Hants rFBP.rved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Liability Insurance Endorsement P�lIlcy Period 07/01/12 to 07101/13 LFLa.rtive Pace 07/01/12 Po ?i:.y Number 3594 -28 -62 Insured Irvine Ranch Conservancy A!aarta of Federal. Insurance Company l7af.e Z51a *.?;i This Endorsement applies to the following forms: GENERAL LIABILITY tinder Who Is An Insured, the following provision is added: nitro Is An Inured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in Orcga n.i -:a t: ion the Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you are obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy, However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. • damages arising out oftheir sole negligence. ,.'iii l: -•090 1 V ,• ^o;: . -. r..:iu ari�usi r 11 vu &mA l �. y�' Who Zs An Insured S� hr ? <ttr,1� c1 . e'r ,on tit' %- 'heed lre Or'�an. rz.eC on (.li q1! ?fY.�tA1J City of Newport Beach, Its Officers, Officials, Employees and agents 100 Civic Center Drive FO Box 1768 Newport Beach, CA 92658 Re: Irvine Ranch Conservancy is entering into a management agreement to do trail and habitat enhancements in Big Canyon within the City of Newport Beach. All other terms and conditions remain unchanged. A- Li? ratrnd? L: s;:_e�.f ;rA« �,: 1��. al p,>r�h Or i)e ow�treC ion last n+e" Liability Insurance Endorsement Policy Petiod Effective Date Policy Number insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Other Insurance JULY 1, 2012 TO JULY 1, 2013 JULY 1, 2012 3594 -28 -62 WCE IRVINE RANCH CONSERVANCY FEDERAL INSURANCE COMPANY JUNE 13, 2012 If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of Sharingprovision described below. Excess Insurance This insurance is excess over any other insurance, whetherprimary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work, B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Liability insurance Form 80.02 -6403 (Rev. 12 -07) Endorsement includes copyrighted material of Insurance Services Office, Inc, with its permission. General Liability Conditions Otherinsurance D. that is insurance: (continued) i. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurerhas a duty to defend such insured against such suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insureds rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: amount that all other insurance would pay for loss in the absence of this insurance; and of all deductible and self - insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurds share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insuretfs rights to recover all or part of any payment made under this insurance have not been waived, those rights are transfcned to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Reference Copy Liability Insurance Fonn 80-02 -2000 (Rev. 4 -01) Contract Page 24 of 32 Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forts: COMMON POLICY CONDITIONS Conditions JULY 1, 2012 TO JULY 1, 2013 JULY 1, 2012 3594 -28 -62 WCF IRVINE RANCH CONSERVANCY FEDERAL INSURANCE COMPANY JUNE 13, 2012 The following changes are made as respects exposures in the state of California, Under Conditions, the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: Cancellation Residential Property A. This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under this policy: I . If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in 2. and 3. below. 1 We may not cancel such coverage solely because the first named insured has accepted our offer of earthquake coverage. 3. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This restriction (3,) applies only if the coverage provided under this policy excludes loss or damage caused by or resulting from corrosive soil conditions. All Policies In Effect For More Than 60 Days B. I . If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: Policy Conditions California Mandatory Reference Copy continued Form 80.02 -9717 (Ed. 4.94) Endorsement Page t Conditions Cancellation a. Nonpayment of premium, including payment due on a prior policy we issued (continued) and due during the current policy term covering the same risks. b. Discovery of fraud or material micrepresentationhy: (t') any insured or his or her representative in obtaining this insurance; or (ii) you or your representative in pursuing a claim under this policy. C. Ajudgment by a court or an administrati ve tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. d. Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative,which materially increase any of the risks insured against. e. Failure by you or your representativeto implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a partieularrate or rating plan, if that failure materially increases any of the risks insured against. f. A determination by the Commissioner of Insurance that the: (i) loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (ii) continuation of the policy coverage would place us in violation of California law or the laws of the state where we are domiciled; or threaten our solvency. g. A change by you or your representative in the activities or property of the conmmercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. 2. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first named insured and to the producer of record, at least: a. 10 days beforeihe effective date of cancellation if we cancel for a reason listed in B.l .a. or b, above; or b. 30 days before the effective date of cancellation if we cancel for any other reason listed in paragraph B.1. Nonrenewal A. Subject to the provisions of paragraphs B. and C. below, if we elect not to renew this policy, we will mail or deliver written notice stating the reason for nonrenewal to the first named insured and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first named insured and to the producer of record, at the mailing address shown in the policy. B, This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residemiat unit, if such coverage is written under this policy: Policy Conditions Catiternia Mandatory Reference Copy continued 4 -9a) Policy Conditions Endorsement Effective Date JULY 1, 2012 Policy Number 3594- 28 -62WCE Conditions Nonrenewal I . We may elect not to renew such coverage for any reason, except as provided in 2. and (continued) 3. below. 2, We will not refuse to renew such coverage solely because the fast named insured has accepted our offer of earthquake coverage. 3, We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction (3.) applies only if the coverage provided under this policy excludes loss or damage caused by or resulting from corrosive soil conditions. C. We are not required to send notice of nomenewal in the following situations: I . If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group, 1 If the policy has been extended for 90 days or less, provided that notice has been given in accordance with paragraph A. 3, If you have obtained replacement coverage, or if the first named insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage, 4, If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. 5. If the first named insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period, 6. If we have made a written offer to the first named insured, in accordance with the timeframes shown in paragraph A., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25 %. All other terns and conditions remain unchanged, Authonzed Representative ";---- N � -4a Policy Conditions California Mandatory Reference Copy last page Form 80 -02 -9717 (Ed. 4 -94) Endorsement Page 3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY n :t t. tt (£d. 7.87) POLICY INFORMATION PAGE ENDORSEMENT The following items) 0 insured's Name (WC 89 06 01) ("j Policy Number (WC; 89 06 02) EJ Effective Date (WC 89 06 03) ❑ Expiration Date (WC 89 06 04) ❑ Insured's Mailing Address (WC 89 06 05) 0 Experience Modification (WC 89 04 06) E] Producer's Name (WC 89 06 07) Change in Workplace of Insured (WC 89 06 08) ❑ Insured's Legal Status (WC 89 06 10) O Item 3.A. States (WC 89 06 11) Item 3.B. Limits (WC 89 06 12) 0 Item 3.C. States (WC 89 06 13) Li Item 3.D. Endorsement Numbers (WC 89 06 14) ICI Item 4." Class, Rate, Other (WC 89 04 15) IJ Interim Adjustment of Premium (WC 89 04 16) El Carrier Servicing Office (WO 89 06 17) O Interstate/Intrastate Risk ID Number (WC 89 06 18) p Carrier Number (WC 89 06 19) is Changed to read: A Waiver of Subrogation is hereby added to the policy. See form WC 04 03 06. • Item 4. Change To: I Premium Basis I Rate Per $100 Estimaied Cfassif9cations Coda Total Estimated No. of Annual Premium a..... Annual . ....._...:.... Rem uneration Total Estimated Annual Premium $ 92,688 Minimum Premium $ Deposit Premium $ All other terms and conditions of this policy remain unchanged. New Estimated Premium Jew Estimated Tax Less Previously Billed -ess Previously Billed Additional Due 0.00additional Due 0.00 This endorsement changes the policy to which it is allachad and is effective on the date Issued unless otherwise stated. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective Date: 10/01/2012 Policy No, WC201200000224 Endorsement No, 3 Policy Effective Date: 10/01/2012 to 10/01/2013 Insured: Irvine Ranch Conservancy Premium$ 0.00 DBA: Carrier Name I Code: New York Marine and General Insurance Company NCCI Carrier Code No, 28746 WC 89 06 00 A Countersigned by Ed. 7 -87 0 1997 National Council on Compensation Insurance. Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4.64) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 . 000 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization City of Newport Beach, Its Officers, Officials, Employees and Agents 100 Civic Center Drive Newport Beach, CA 92658 .lob Description Re: Management agreement to do Big Canyon within the City of trail and habitat enhancements in Newport Beach. This endorsement changes the policy to which it Is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date: 10/01/2012 Policy No. WC201200000224 Endorsement No. 3 Policy Effective Date: 10/01/2012 to 10/01 /2013 Premium$ 0.00 Insured: Irvine Ranch Conservancy DBA: Carrier Name /Code: New York Marine and General Insurance Company Countersigned by WC 04 03 06 (Ed. 4 -84) Page 1 of 1