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HomeMy WebLinkAboutC-5701 - On-Call PSA for Public Works Inspection (Capital Projects and Private Development)AMENDMENT NO. TWO TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR PUBLIC WORKS INSPECTION (CAPITAL PROJECTS AND PRIVATE DEVELOPMENT) THIS AMENDMENT NO. TWO TO ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Amendment") is made and entered into as of this 25th day of January, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a Colorado corporation ("Consultant"), whose address is 15140 Transistor Lane, Huntington Beach, California 92649, and is made with reference to the following: RECITALS A. On December 9, 2013, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call inspection services throughout the City on an as -needed basis ("Project"). B. On October 29, 2014, City and Consultant entered into Amendment No. One to the Agreement ("Amendment No. One") to extend the term of the Agreement to February 29, 2016 and to increase the total compensation. C. The parties desire to enter into this Amendment No. Two 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. 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 Three Hundred Thirty Thousand Dollars and 00/100 ($330,000.00), 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. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Fifty Thousand Dollars and 00/100 ($50,000.00). Interwest Consulting Group, Inc. Page 1 2. INSUARANCE REQUIREMENTS Exhibit C to the Agreement is amended in its entirety and replaced with Exhibit C-1, attached hereto and incorporated herein by reference. 3. 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] Interwest Consulting Group, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: r Aaron C. Harp t� City Attorney ATTEST: qq Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: LI W G Dave Ki �— City Manager CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation Date: By: By: ��' Signed in Counterpart Leilani I. Brown Terry Rodrigue City Clerk President Attachments: By: Signed in Counterpart Debbie Thorson Chief Financial Officer [END OF SIGNATURES] Exhibit C-1 — Insurance Requirements Interwest Consulting Group, Inc. Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: A�--, Aaron C. Harp t� City Attorney ATTEST: Date: L--� Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave Kiff City Manager CONSULTANT: Interwest Consulting Group, Inc., a Colorado corporation Date: By: JEP- Jarnes b. Ka55 Puioi�c Wc�rks Group Leader Date: \ - - -z✓o��— By: , L Mcinael KUs�iwa�ji r tti�c� c�esct,a�s [END OF SIGNATURES] Attachments: Exhibit C-1 — Insurance Requirements CNB Public Works JAN 2 9 2016 Received Interest Consulting Group, Inc. Page 3 OFFICER'S CERTIFICATE I, Terry J. Rodrigue, hereby certify that: I am a duly elected, qualified and acting President and Corporate Secretary of Interwest Consulting Group, Inc., a duly organized and existing Colorado corporation; and 2. Interwest Consulting Group, Inc. policy sets forth the delegation of authority to the company's officers and employees to create financial, contractual, and other obligations on behalf of Interwest in the course of performing their employment. This policy permits delegation of signature authority to authorized Contract Representatives. Michael Kashiwagi, Ron Beehler, James G. Ross, and Debra Thorson are such authorized Contract Representatives as long as they are employed by Interest and therefore by this delegation each has signature authority to sign proposals and bind Interest Consulting Group, Inc. in contractual commitments. IN WITNESS WHEREOF, I have executed this Officer's Certificate and affixed the corporate seal of Interest Consulting Group, Inc. this LAay of vP ,2015. Interest Consulting Group, Inc. Corporate Seal Terry J. R ri ue 17 President and Corporate Secretary State of Colorado ) ) ss. County of Boulder ) The undgrsigned, a Notary Public, does hereby certify that on this / 7 —day of ,LW�CA- 2015, personally appeared before me, Terry J. Rodrigue, who being first duly sworn an oath, declared that he is the President and Corporate Secretary of Interest Consulting Group, Inc. and that he signed the foregoing document in his capacity as President and Corporate Secretary of the corporation, and that the statements contained herein are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date set forth above. o iei. 1 -a -Ali otary Public CN3 Pub!'; P,`crks JAN 2 9 2016 Received Dorothy I. Worley Notary Public State of Colorado Notary ID 20054029536 My Commission Expires July 27, 2017 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 -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Interwest Consulting Group, Inc. Page C-1 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. 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. Interwest Consulting Group, Inc. Page C-1 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. 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 Interwest Consulting Group, Inc. Page C-1 is 5. 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. 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. 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. Interwest Consulting Group, Inc. Page C-2 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. 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 Interwest Consulting Group, Inc. Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Interwest Consulting Group, Inc. Page C-4 9-1 NEWPORT BEACH City Council Staff Report COUNCIL STAFF REPORT CITY OF January 26, 2016 Agenda Item No. 9 ABSTRACT: Certain on-call professional service agreements have recently expired or are near expiration. Staff is requesting authorization to amend agreement term dates by up to six months in order to complete work originally authorized under these agreements. RECOMMENDATION: Authorize the City Manager to execute agreement amendments to extend the term by up to six (6) months on various on-call professional service agreements as approved to form by the City Attorney. FUNDING REQUIREMENTS: There is no fiscal impact related to this item. DISCUSSION: The Public Works Department uses a wide variety of consultant professionals for the preparation and delivery of the City’s Capital Improvement Program projects. These professional services include civil engineering, geotechnical, marine engineering, construction inspection, surveying, landscape architecture and traffic engineering. During the course of a typical Fiscal Year, the Department utilizes 50 different professional service agreements. Selection of these consultants is normally completed through a qualifications-based Request for Qualifications and/or Request for Proposals (RFP) selection process for a specific project, service or category of work. One type of agreement utilized by the Department is an on-call agreement. These agreements are used on an as-needed basis and typically supplemental or minor TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:David A. Webb, Public Works Director - 949-644-3311, dawebb@newportbeachca.gov PREPARED BY:Mark Vukojevic, Deputy Public Works Director/City Engineer PHONE:(949) 644-3319 TITLE:Authorize the City Manager to Approve Term Extensions for On-call Professional Service Agreements Authorize the City Manager to Approve Term Extensions for On-call Professional Service Agreements January 26, 2016 Page 2 9-2 services that are needed from time to time where the size of the project or task does not warrant the expense of entering into individual agreements for each service. Examples include preliminary designs, cost estimates, site surveying, geotechnical testing and investigations, studies, and emergency work. In September 2013, an RFP for various engineering and professional services was issued in order to establish on-call agreements with multiple firms. These on-call agreements were executed in late 2013 and early 2014. Per Council Policy F-14, on-call agreements are limited to two (2) year terms unless approved by City Council. A number of agreements have recently expired or are near expiration and certain authorized project work and tasks will carry over past the contract term date. Staff requests authorization for the City Manager to approve term extensions for agreements (Attachment A) for up to six (6) months in order for previously authorized work and tasks to be completed. This will enable staff and the various consultants to complete the planned and authorized work as proposed and/or started prior to their expiration dates. There will be no increase in the original compensation limits and no new tasks or projects will be authorized during the term extensions. Public Works is also currently working on RFQ’s and RFP’s for new on-call and professional service agreements. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A – On-call Agreement Term Extensions List 9-3 Authorize the City Manager to Approve Term Extensions for On-call Professional Service Agreements January 26, 2016 Attachment A On-call Agreement Term Extensions List 1. Albert Grover & Associates 2. DMS Consultants 3. Civiltec Engineering 4. Walden & Associations 5. VA Consulting/Stantec 6. Harris & Associates 7. Penco Engineering 8. American Geotechnical 9. Harrington Geotechnical 10. GMU Geotechnical 11. Interwest Consulting 12. Guida Surveying 13. Coast Surveying 14. Willdan Engineering 15. Transportation Studies Inc. 16. TCLA, Inc. AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR PUBLIC WORKS INSPECTION (CAPITAL PROJECTS AND PRIVATE DEVELOPMENT) THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 29th day of October, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a California corporation ("Consultant"), whose address is 15061 Springdale Street, Suite 205, Huntington Beach, California 92649, and is made with reference to the following: RECITALS A. On December 9, 2013, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call inspection services throughout the City on an as -needed basis ("Project"). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to February 29, 2016 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 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 February 29, 2016, 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 Two Hundred Eighty Thousand Dollars and 00/100 ($280,000.00), 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 One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00). Interest Consulting Group, Inc. Page 1 3. 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] Interwest Consulting Group, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. [1] to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: By -W VA �--- Aaron C. Harp (AM id I2g11q City Attorney ATTEST: Date: By:_&%� r N� Leilani I. Brown City Clerk ZI LI FolF CITY OF NEWPORT BEACH, a California municipal corporation Date: It. L2— By: 2—By: Rush N. Hill, II Mayor CONSULTANT: Interwest Consulting Group, Inc., a California corporation Date: /,a l -3L:)r)iv By• Terry odrgu President Date: 3 e� By: Debbie Thorson Chief Financial Officer [END OF SIGNATURES] Interwest Consulting Group, Inc. Page 3 CITY OF F NEWPORT REACH City Council Staff Report TO: FROM: PREPARED BY: PHONE: TITLE: ABSTRACT: November 12, 2014 Agenda Item No. 7 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL David A. Webb, Public Works Director- (949) 644-3330, dawebb@newportbeachca.gov Mark Vukojevic, Deputy Public Works Director/City Engineer (949)644-3319 Approval of Amendment No. 1 to the Professional Services Agreement with Interwest Consulting Group, Inc. for On -Call Public Works Inspection On December 9, 2013, the City entered into a Professional Services Agreement with Interwest Consulting Group, Inc. for on-call Public Works Inspection services. On-going capital projects and private developments necessitate an extension and increase in the agreement limits. RECOMMENDATION: a) Approve Amendment No. 1 to the current Professional Services Agreement with Interwest Consulting Group, Inc. for on-call as needed Public Works Inspection services increasing the original contract by $160,000 and extend the agreement term to February 29, 2016; and b) Authorize the Mayor and City Clerk to execute Amendment No. 1 of the Agreement. FUNDING REQUIREMENTS: Sufficient funds are available in the annual operations budget for Public Works Department Engineering Services Division (5100-8080) for this agreement amendment for the current fiscal year. Funds for services to be performed in subsequent fiscal years will be appropriated annually as needed through the normal budget process. DISCUSSION: The City entered into a Professional Services Agreement with Interwest Consulting Group, Inc. on December 9, 2013 to provide on-call as needed Public Works Inspection services for various City Capital Projects, utility projects, and private development projects. Interwest was one of several firms chosen in the fall of 2013 through a competitive selection and evaluation process to provide on-call as needed services. Interwest specializes in providing contract staff to augment City staff in the delivery of these projects. Their services include construction inspection project and utility coordination material testing and contract administration duties. 7-1 Public Works will soon reach the contractual compensation limits of the current agreement and desires to extend the agreement for additional work. The City's Capital Improvement Program remains historically large and private related permitting/development continues to remain strong, which in turn necessitates the continued need for additional contract assistance. Over the past year, the contact inspectors with Interwest have proven their experience and have developed a familiarity with various projects, procedures and stakeholders in the City. In order to continue to be efficient, the Public Works Department recommends using this firm for approximately one additional year and increasing the agreement contractual limits. The scope of work by Interwest would remain the same. Services are provided on an hourly basis and remain very competitive and favorable to the City. The billing rates will be slightly adjusted per the upcoming Consumer Price Index values. Generally, the Public Works Department uses a variety of on-call professional services to accomplish its workload. For this reason, staff recommends that the not -to -exceed agreement amount be increased by an additional $160,000, bringing the new total agreement cap to $280,000. The annual budget allocations are sufficient and no budget amendment is requested. Additionally, approval of Amendment No. 1 will change and transition the term of the agreement to from December 31, 2015 to February 29, 2016. This term change will allow the Department some additional efficiency and flexibility at the end of the year. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Description Attachment A - Amendment No. One with Interwest Consulting Group, Inc. 7-2 ATTACHMENT A AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR PUBLIC WORKS INSPECTION (CAPITAL PROJECTS AND PRIVATE DEVELOPMENT) THIS AMENDMENT NO. ONE TO ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 29th day of October, 2014 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and INTERWEST CONSULTING GROUP, INC., a California corporation ("Consultant"), whose address is 15061 Springdale Street, Suite 205, Huntington Beach, California 92649, and is made with reference to the following: RECITALS A. On December 9, 2013, City and Consultant entered into a Professional Services Agreement ("Agreement") to perform on-call inspection services throughout the City on an as -needed basis ("Project"). B. City desires to enter into this Amendment No. One to extend the term of the Agreement to February 29, 2016 and to increase the total compensation. 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 February 29, 2016, 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 Two Hundred Eighty Thousand Dollars and 00/100 ($280,000.00), 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 One Hundred Sixty Thousand Dollars and 00/100 ($160,000.00). Interwest Consulting Group, Inc. Page 1 7-3 3. 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] Interwest Consulting Group, Inc. Page 2 7-4 IN WITNESS WHEREOF, the parties have caused this Amendment No. [1] to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1 u14) I I U VA Aaron C. Harp c,M io ji ilr'1 City Attorney ATTEST: Date: 0 Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: BY: Rush N. Hill, II Mayor CONSULTANT: Interwest Consulting Group, Inc., a California corporation Date: Bv: Terry Rodrigue President Date: By: Debbie Thorson Chief Financial Officer [END OF SIGNATURES] Interwest Consulting Group, Inc. Page 3 7-5 rJ rON-CALL PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR PUBLIC WORKS INSPECTION (CAPITAL PROJECTS AND PRIVATE DEVELOPMENT) THIS ON-CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 9th day of December, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and INTERWEST CONSULTING GROUP, INC., a Colorado corporation ("Consultant"), whose address is 15061 Springdale Street, Suite 205, Huntington Beach, CA 92649, 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 cant' 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 perform on-call inspection services throughout the City on an as -needed basis ("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: The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on-call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 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 and the Letter Proposal. 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 and the Letter Proposal, 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 Letter Proposal 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 subconsuitant fees, shall not exceed One Hundred Twenty Thousand Dollars and 001100 ($120,000.00), 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. Interwest Consulting Group, Inc. Page 2 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 and the Letter Proposal 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. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 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 Tim D'Zmura 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 sale 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 Public Works Director 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. Interwest Consulting Group, Inc. Page 3 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. 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 Cod, 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 under this Agreement or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them. Interwest Consulting Croup, Inc. Page 4 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, active 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 the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. 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 Interwest Consulting Group, Inc. Page 5 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 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 and the Letter Proposal. 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 Interwest Consulting Group, Inc. Page"67 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. 17.3 CADD data delivered to City shall include the professional stamp of the engineer or architect in charge of or responsible for the Work. City agrees that Consultant shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the modification or misuse by City, or anyone authorized by City, of CADD data; (b) the decline of accuracy or readability of CADD data due to inappropriate storage conditions or duration; or (c) any use by City, or anyone authorized by City, of CADD data for additions to this Project, for the completion of this Project by others, or for any other Project, excepting only such use as is authorized, in writing, by Consultant. By acceptance of CADD data, City agrees to indemnify Consultant for damages and liability resulting from the modification or misuse of such CADD data. All original drawings shall be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a CD, and should comply with the City's digital submission requirements for improvement plans available from the City's Public Works Department. The City will provide Consultant with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. OPINION OF COST Any opinion of the construction cost prepared by consultant represents the consultant's judgment as a design professional and is supplied for the general guidance of City. Since consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, consultant does not guarantee the accuracy of such opinions as compared to consultant or contractor bids or actual cost to City. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 20. 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. 21. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, Interwest Consulting Group, Inc. Page 7 expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST 25.1 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. 25.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. Interwest Consulting Group, Inc. Page 8 4 26. NOTICES 26.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 26.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Pat Thomas, Deputy Public Works Director Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Terry Rodrigue Interest Consulting Group, Inc. 15061 Springdale Street, Suite 205 Huntington Beach, CA 92649 27. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request 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.). s 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure Interest Consulting Group, Inc. Page 9 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. 28.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. STANDARD PROVISIONS 29.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 29.2 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. 29.3 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. 29.4 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. 29.5 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. 29.6 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. 29.7 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. Interwest Consulting Group, Inc. Page 10 29.8 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. 29.9 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. 29.10 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. 29.11 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. 29.12 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] Interwest Consulting Group, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 2 - 3 - l3 CITY OF NEWPORT BEACH, a California municipal corporation Date: I - -j— � -- By: WAMA& A t&A By: Aaron C. Vlarp Dave - f City Attorney \�� City Manager ATTEST: Date: • /a, I Y By: " � �r� Leilani I. Brown City Clerk CONSULTANT: Interwest Consulting Group, Inc., a, Colorado corporation Llu)I1 Date: Deb ie horson Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Interwest Consulting Group, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES Public Works Inspection Consultant shall provide a Public Works Inspector to work at City Hall within the Public Works Department for up to 40 hours per week depending on the City's need for inspection services. The Consultant shall be assigned to specific capital improvement projects and work with City staff on administration and inspection of City projects and private improvementslencroachments within the public right-of-way in the following areas: ■ Construction observation • Public contract administration • Attend project meetings • Utility coordination • Construction staking and surveying • Material testing • Project documentation • As -Built drawings Interwest Consulting Group, Inc. Page A-1 SCHEDULE OF BILLING RATES Interwest Consulting Group, Inc. Page B-1 Billable Rates Interest proposes the following hourly rates for services provided, Detailed monthly invoices will be prepared and submitted delineating the tasks and hours worked for the City, CLASSIFICATION HOURLY BILLING RATE Public Works Inspection Public Works Inspector III ............. ....:............ ................................ .............. .........................$85 PublicWorks Inspector II.............................................................................................................80 PublciWorks Inspector 1........................................................................................:.....................75 Public Works Manager.... .................................. ......... ...... ---- ......... ---- .... - 110 Supervising Public Works Inspector ...................................... ...............................................105 Assistant Public Works Manager................................................................................................95 Senior Public Works Inspector.....................................................................................................95 Project Management ProjectManager.......................................................................................................................$120 Senior Project Manager. .... .... ............... ............ —Alo Associate Project Manager........................................................................................................100 Assistant Project Manager...........................................................................................................90 Interwest Consulting Group I www.interwostorp.com Page 121 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 Interwest Consulting Group, 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 Interwest Consulting Gmup, Inc. Page 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. 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. Interwest Consulting Group, Inc. Page C-3 CERTIFICATE OF LIABILITY INSURANCE ,p�;�M'"p°"""' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsomantfsl. PRODUCER van Gilder Insurance Corp. 1515 Wynkoop, Suite 200 3enver CO 80202 INSURED Rk 100101 Interwest Consulting Group Naffa, inc.; Vernon Brown & Associates, Inc. 1076 Lincoln Place Boulder CO 60302 COVERAGES CERTIFICATE NUMBER: 914441344 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTNATHSTANOING 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. iKSR _. ._..__.... - POLICY EFF POLICY E%P LTR I TYPE OF INSURANCE 1 R POLICY NUMBER MMtp Users D GENERAL LIABILITY Y Y 560746OMS71 1/1412013 1/14/2014 EACH OCCURRENCE 52,000,000 �, AUTHORIZED REPRESENTATIVES __ TJAMAGE TO R -E COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IX�OCCUR PREMISES Me omunence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL B ADVINJURV $2,000,000 GENERAL AGGREGATE $4,000,000 54000000., _....._� 'PRODUCTS-COMPIOPAGGJPCT I GENL AGGREGATE LIMIT APPLIES PER: POLICY 17X PRO- LOC ( $ E I, AUTOMOBILE LIABILITY IY BA7466M429 1111412013 1/14/2014 CUMBINE Eaawdent $1000000,,.__ X ANY AUTO BODILY INJURY (Per person) $ I� ALL OWNED SCHEDULED BODILY INJURY (Per a0clent) $ AUTOS _. X X UTOSEO I I $ AUTOS HIIRED AUTOS PeOrawdeniDAMAGF {� $ B UMBRELLA UAB X IOCCUR 1' CUP4175T615 1/1412013 111412014 EACH OCCURRENCE $1,000,000 EXCESSUAB ', Cl -AIMS -MADE AGGREGATE $1,000,000 DEO X I RETENTION $0 $__._.. C WORK ERS COMPENSATION Y VMPJUB1339T934 1/14/2013 1/14/2014 X WGR STAT OTRH- AND EMPLOYERS' LIARIUTY YIN ANY PROPRIETORIPARTNERFEXECUTIVE E. L EACH ACCIDENT $1,000,000 OFF''ICER,'MEMBEREXCLUpEw NIA -- {MAndatorYioNH) E.L DISEASE—EAEMPLOYE 51,000,D00 _ H Dpes describe ureter DESG�RIPTION OF OPERATIONS below E,L DISEASE -POLICY LIMIT 1 $1,000,000 A Professional Liability DPR9710356 11114f2013 1111412014 Per Claim $1,000,000 Claims Made Annual Aggregate $3,000,000 Retro Date: 6/1/2002 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedrde, If rare space Is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder is included as Additional Insured for your work, acts or omissions which includes completed operations under General Liability; Designated Insured under Automobile Liability; and Additional insured under Umbrella I Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the Certificate holder and owner. This insurance will appply on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile See Attached... CERTIFICATE HOLDER CANCELLATION ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Newport Beach ACCORDANCE WITH THE POLICY PROVISIONS. 3300 Newport Boulevard PO Box 1768 Newport Beach CA 92658 AUTHORIZED REPRESENTATIVES ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD DATE CERTIFICATE OF LIABILITY INSURANCE { , m/ AlgDDYYYYI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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 PRODUCER /an Gilder Insurance Corp. 1515 Wynkoop, Suite 200 )enver CO 80202 tncvncrya '*ME INTCON6 Group rown & Associates, Inc. COVERAGES CERTIFICATE NUMBER: 831468800 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DT SBR POLICY EFF POLICY EXP------� _ LM TYPE OF INSURANCE IN R MD' POLICYNUMBER MWDDNYY MMIDDIYYYY LIMITS I D GENERAL LIABILITY Y IV 8D7480M671 ?i 114/2013 1/14/2014 EACH OCCURRENCE $2,00Q000 X COMMERCIAL GENERAL LIABILITY I I p AMA D °REMISES E0 oGC4rtenea _ $1.000,000 i 1 CLAIMS -MADE FX, OCCUR MED_EXP(A,.ns ersom $10,000 ....... J PE, RSONAL&ADV INJURY E2,000,000 GENERAL AGGREGATE $4 000,000 _. AGGREGATE LIMIT APPLIES PER: I PRODUCTS-COMPIOPAGG $4000,000 7GEN'L X � PR4 S - p POLICY LOC E AUTOMOBILE LIABILITY Y BA7488M429 11/14/2013 1111412014 Eaemident 11000000 . %( ANY ALTO BODILYINJURY(Perpemon) $ ALL OPMED SCHEDULED BODILY INJURY(Pera=dern $ AUTOS PROP DAMAGE It X NON TIOS MED X HIRED AUTOS AUTOS P�soddenh — i $ B X UMBRELLA LIAB X ,I. OCCUR V Y CUP4175T615 11/14/2013 1/14/2014 EACH OCCURRENCE _1$1,000,000 EXCESS LIAR ICLAIMS-MADE AGGREGATE _ $1,000,000 'OED X REfENTION$0 Is C WORKERS COMPENSATION y (VMPJUB133ST934 1/14/2013 1/14/2014 - ',XWC STATU OTHPp JI ANDEMPLOYERS'LIABILITY YIN ANY PROPR[ETORIPARTNEWEXECUTIVE❑ E.L. EACH ACCIDENT $1,000,000 OFRCERIMEMBER EXCLUDED? NIA - (MandatorylnNH) L. DISEASE - F.A EMPLOYE $1,000,000 It yes, desedbe under _E DESCRIPTION OF OPERATIONS W. EL. DISEASE -POLICY UNIT $100OWD A Professional Liability DPR9710356 11/14/2013 1/14/2014 Per Claim $1,000,000 Claims Made Annual Aggregate $3,000,000 Retro Date: 611/2002 DESCRIPTION OF OPERATIONS i LOCATIONS] VEHICLES (Attadr ACORD 101, Addalonal Remartss BCh de, a more space Is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder is included as Additional Insured for your work, acts or omissions which Includes completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insured under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder and owner. This insurance will apply on a primary and non-contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. City of Newport Beach 100 Civic Center Drive Newport Beach CA 92660 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CORPORATION. All rinhts resnrved_ ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: INTCON6 _ LOC #: A�.MD ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Van Gilder Insurance Corp. Interwest Consultin Group Naffa, Inc.; Vernon Brawn & Associates, Inc. POUCYNUMDER 1076 Lincoln Place Boulder CO 80302 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: Yt)__. FORM TITLE: and Employers Liability. ial insured and Waiver of Subrogation: The City of Newport Beach, its officers, officials, employees, and volunteers A non 4n1 t7nnRtnil ACnRO CORPORATInN. All riahts reserved. The ACORD name and logo are registered marks of ACORD vangilder September 1', 2010 Re: Enclosed Certificates Starting on 01 September 2010, the "Certificate of Liability Insurance" national template issued by ACORD changed. The certificate contains new cancellation notice language. Van Gilder, nor any other insurance agency, is no longer allowed to amend the certificate template. However, we understand how important notice of certain items is to you. Therefore, we are committed to providing the following: Should any of the policies Identified on the enclosed certificates be cancelled or non -renewed, Van Gilder will endeavor to provide 30 days notice to you or that amount of notice coinciding with the notice Van Glider receives from the insurance company. In the event of non-payment of premium, Van Gilder will endeavor to provide 10 days notice. Please note that failure to provide notice does not impose an obligation or liability on the Insurance company, or Its agents, or representatives. Please do not hesitate to contact us with any questions or concerns. Van Gilder Insurance Corp. Van Gilder tmuranoa Corporatfan i PO Box 485101 Denver, CO 80201 t Tel 800.873.8800 i Fax 303.831.52951 www.v&.wm MA ..Qb VaPer COMMERCIAL AUTO • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general Cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11 — LIABILITY COV- am ERAGE: Any person or organization who is required under _= a written contract or agreement between you and ao that person or organization, that is signed and e= executed by you before the "bodily injury" or 'Property damage" occurs and that is in effect 05 during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. e B. EMPLOYEE HIRED AUTO �= 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — Ll - ABILITY COVERAGE: • An "employee" of yours is an "insured" while . operating a covered "auto" hired or rented under a contract or agreement in that "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT— INCREASED LIMIT I. WAIVER OF DEDUCTIBLE — GLASS J. PERSONAL EFFECTS K. AIRBAGS L AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to the cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission. while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who is An Insured, of SECTION 11 — LIABILITY COV- ERAGE: CA T4 20 07 10 ® 2010 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours Is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS —INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION 11— LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds On- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.7.a.(4) of SECTION 11— LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. I- TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph CA. of SEC- TION I — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover. age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage but not Covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser oL (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (3) if a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment_ (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver, or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence In Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT Paragraph C.2.. Limit Of Insurance, of SEC- TION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCT113LE—GLASS The following is added to Paragraph D., Deducti- ble, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION 91 — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Effects Cover - (2) An adjustment for depreciation and physical age. condition will be made in determining actual cash value in the event of a total "loss Page 2 of 3 02010 The Travelers Indemnity Company. AM rights reserved. kwiudw copyrighted materW of insixatxe SarVtoes Of a. Inc. with its permissim CA T4 20 07 10 0 K. AIRBAGS The following is added to Paragraph 6.3., Exclu- sions, of SECTION [it — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to 'loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.l.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Iii — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical damage Coverage Section of the policy for that "auto"; MEN and 005217 COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor, (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATK?N The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: S. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident' or "loss", pro- vided that the "accident' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 07 10 0 2010 The Travelers indemnity Company. AN rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services office, Inc. with its permission. kq THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section 11): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury' caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement, Theinsurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e, This insurance does not apply to the render- ing of or failure to render any "professional services". C The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section 111) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C, The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D8 81 09 07 (c) 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" or "properly damage" occurs, or the "per- erage Part, provided that the "bodily injury" and sonal injury" offense is committed. "property damage" occurs, and the "personal in - D. The following definition is added to DEFINITIONS jury" is caused by an offense committed: (Section V): a, After you have entered into that contract or "Contract or agreement requiring insurance" agreement; means that part of any contract or agreement un- b. While that part of the contract or agreement is der which you are required to include a person or in effect; and organization as an additional insured on this Cov- c, Before the end of the policy period. Page 2 of 2 02007 The Travelers Companies, Inc. CG D3 8109 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. 1The following is added to Paragraph a. Primary Insurance: 2. However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avail- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by you. The first Subparagraph (2) of Paragraph b. Ex. cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additional subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, including any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 COMMERCIAL GENERAL LIABILITY However, this exclusion does not apply to your liability with respect to your conduct of the business of any current or past partner- ship or joint venture: a. That is not shown as a Named Insured in the Common Policy Declarations, and b. to which you are a member or partner where each and every one of your co - ventures in that joint venture is an archi- tectural, engineering, or surveying firm. 2. This Provision P. does not apply to any per- son or organization for which coverage is ex- cluded by another endorsement to this Cov- erage Part. 3. The insurance provided by this Provision P. shall be excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available covering your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Common Policy Declarations and which is issued to such partnership or joint venture. Q. PER PROJECT GENERAL AGGREGATE LIMIT 1. Paragraph 2. of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following: The General Aggregate Limit is the most we will pay for the sum or: a. Damages under Coverage B; and b. Damages from "occurrences" under Cov- erage A and for all medical expenses caused by accidents under Coverage C which cannot be attributed only to opera- tions at a single "project'. 2. The following is added to LIMITS OF IN- SURANCE (Section III): A separate Per Project General Aggregate Limit applies to each "project" for all sums which the insured becomes legally obligated to pay as damages caused by 'occurrences" under Coverage A and for all medical ex- penses caused by accidents under Coverage C which can be attributed only to operations at a single "project", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations for this Coverage Part. Any payments made under Coverage A for damages and under Coverage C for medical expenses shall reduce the Per Project Gen- eral Aggregate Limit for that "project", but shall not reduce; a. Any other Per Project General Aggregate Limit for any other "project"; b. The General Aggregate Limit; or c. The Products -Completed Operations Ag- gregate Limit. The limits shown in the Declarations for this Coverage Part for Each Occurrence, Dam- age To Premises Rented To You and Medical Expense are also subject to the Per Project General Aggregate Limit when the Per Pro- ject General Aggregate Limit applies. 3. As used in the Provision Q.: "Project" means an area away from premises owned by or rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determin- ing the applicable aggregate limit of insur- ance, each "project" that includes premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad shall be considered a sin- gle "project". R. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2. Duties In The Event of Occurrence, Offense, Claim Or Suit of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): Notice of an "occurrence" or of an offense which may result in a claim must be given as soon as practicable after knowledge of the 'occurrence" or offense has been reported to you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who is an individual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee" of an "occur- rence" or offense does not imply that you also have such knowledge. Page 6 of 8 0 2007 The Travelers Companies, Inc. CG D3 79 09 07 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. " Date Received: 113/14 Dept./Contact Received From: Vladimir Date Completed: 1/7/14 Sent to: Vladimir By: Chris Company/Person required to have certificate: Interwest Consulting Group Type of contract: All Others GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 11/14113-11/14/14 A. INSURANCE COMPANY: Travelers indemnity Company of CT EFFECTIVEIEXPIRATION DATE: 11/14/13-11/14/14 B. AM BEST RATING (A-: VII or greater): A+:XV INSURANCE COMPANY: Travelers Indemnity Company of CT C. ADMITTED Company (Must be California Admitted): AM BEST RATING (A-: VII or greater) A+;XV Is Company admitted in California? N Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 2,000,040/4,000,000 E. ADDITIONAL INSURED ENDORSEMENT — please attach N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 include): Is it included? (completed Operations status does LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed N N/A ❑ Yes ❑ No G. Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City 0 NIA N Yes ❑ No its officers, officials, employees and volunteers): Is it included? N Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® 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? ❑ Yes N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVEIEXPIRATION DATE: 11/14/13-11/14/14 A. INSURANCE COMPANY: Travelers Indemnity Company of CT B. AM BEST RATING (A-: VII or greater) A+;XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? N Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. B! & 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 N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes N No H. NOTICE OF CANCELLATION: 0 NIA N Yes ❑ No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 11/14/13-11/14/14 A. INSURANCE COMPANY: Travelers Indemnity Company of America B. AM BEST RATING (A-: VII or greater): A+:XV C. ADMITTED Company (Must be California Admitted): N Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ NIA ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 1/7/14 Date N N/A ❑ Yes ❑ No ® NIA ❑ 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 is needed for non -admitted status of workers' compensation carrier. MOT0=41111TOWIRT f Approved: Risk Management * Subject to the terms of the contract. Date