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HomeMy WebLinkAboutC-5720 - PSA for CEQA Analysis for Echo BeachI AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH PLACEWORKS, INC. FOR CEQA ANALYSIS FOR ECHO BEACH THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ( "Amendment No. One') is made and entered into as of this 14th day of May, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City"), and PLACEWORKS, INC. (formerly The Planning Center), a California corporation ( "Consultant'), whose address is 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707, and is made with reference to the following: RECITALS A. On January 31, 2014, City and Consultant entered into a Professional Services Agreement ( "Agreement') to engage Consultant to prepare an analysis under the California Environmental Quality Act ( "CEQA ") for the Echo Beach project (`Project'). B. City desires to enter into this Amendment No. One to extend the term of the Agreement, reflect additional services not included in the Agreement and to increase the total compensation. C. City and Consultant mutually desire to amend the Agreement, as provided below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement shall be amended in its entirety to read as follows: The term of this Agreement shall commence on the Effective Date, and shall terminate on August 30, 2014, unless terminated earlier as set forth herein 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Proposal to Assist City with Response to Comments on the Echo Beach EIR Addendum and to Attend City Council Public Hearing dated May 1, 2014, attached hereto and incorporated herein by reference ( "Services" or "Work'). Exhibit A of the Agreement and Exhibit A of Amendment No. One shall collectively be known as "Exhibit A ". The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT 3.1 Section 4.1 of the Agreement shall be amended in its entirety to read as follows: 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 Eight Thousand One Hundred Thirty Dollars and 00/100 ($8,130.00), 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. 3.2 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 Four Thousand Six Hundred Thirty Dollars and 00/100 ($4,630.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] PlaceWorks, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTOR EY'S OFFICE Date: 5 -" -(� By: 11, AkjAA.'(AU.A\"-P Aaro"Carp City Attorney ATTEST: 5�Z0 ) Date: D By: 9�%' - Leilani I. Brown City Clerk ► ORN'i CITY OF NEWPORT BEACH, a California municip I corporation Date: g R-/ By: Kimberly Brandt, AICP Community Development Director CONSULTANT: PlaceWorks, Inc., a California corporation Date: S. ZL�• 1�-�- By: ` Brian udd Principal Date: 5.213r • 1`-i- Principal [END OF SIGNATURES] Attachment: Exhibit A — Proposal to Assist City with Response to Comments on the Echo Beach EIR Addendum and to Attend City Council Public Hearing dated May 1, 2014 PlaceWorks, Inc. Page 3 EXHIBIT A SCOPE OF SERVICES Proposal to Assist City with Response to Comments on the Echo Beach EIR Addendum and to Attend City Council Public Hearing dated May 1, 2014 PlaceWorks, Inc. Page A -1 or � PLACEWORKS May 1, 2014 Mr. Jaime Murillo City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: Proposal to Assist City with Response to Comments on the Echo Beach EIR Addendum and to Attend City Council Public Hearing Dear Mr. Murillo Per our conversations with you, this letter represents our proposed scope of work to assist the City with responses to Ms. Lennie DeCaro's comments on the Echo Beach residential project as included in her application to appeal the Planning Commission's April 3, 2014 approval of the project (received by the City April 17, 2014). As with the previous effort to prepare the EIR Addendum, JoAnn Hadfield, Principal, Environmental Services, will serve as project director and Elizabeth Kim, Associate, is proposed as our project manager and the City's primary day -to -day contact for this assignment. The environmental team will be supported by our in -house technical staff, graphics, editing, and clerical staff. It is our understanding that PlaceWorks will prepare draft responses to CEOA processing and other environmental - related comments. We will prepare these responses for the City to integrate into their overall response and staff report to City Council. Also included in our scope of work is JoAnn's attendance and participation (if requested) at one City Council Public Hearing. Scope of Work TASK 1: RESPONSE TO ENVIRONMENTAL COMMENTS PlaceWorks will review the 16 pages of comments submitted with the appeal (10 pages new comments and 6 pages submitted at Planning Commission public hearing) and number the comments for coordinating assignments with the City and also for formal presentation of the response letter. We will provide the City a preliminary list of the comments we believe should be addressed by PlaceWorks. This task includes our coordination with the City, preparation of draft responses, and if necessary, revisions to the responses upon the city's review. We will submit our responses in digital format to the City. Our cost estimate it based on up to 8 hours of our Associate's time (Elizabeth) and up to 8 hours of our Principal's time (JoAnn), as well as an estimated 6 hours of clerical support (numbering comments, editing, and formatting the responses). Optional Task: If desired by the City, we will have our graphic /design staff prepare a line -of -sight cross section to substantiate minimal (if any) impacts to public views from Sunset Ridge Park. Task 1 Deliverable(s): • Screencheck and Final Response to Comments (1 digital copy each) • Optional: Line -of -Sight cross section between project site and Sunset Ridge Park (digital copy) ® PLACEWQRKS TASK 2: PUBLIC HEARING ATTENDANCE JoAnn Hadfield will attend one City Council public hearing and present the responses relative to Ms. DeCaro's comments and answer questions, as requested by the City. Our estimated budget assumes up to 4 hours (including commuting time) for attendance at the hearing. Task 2 Deliverable(s): • Public Hearing Attendance (1 hearing) NOTE: We have not included a task or budget for project coordination /management since we anticipate this effort to be included within approximately one month's time. If for any reason the project duration is extended, we may require a budget augment to cover on -going coordination efforts. Proposed Schedule It is our understanding that the public hearing for consideration of the project approval appeal is anticipated to be scheduled mid -June 2014. We will coordinate with the City to prepare and submit our responses as soon as feasible and can provide response as prepared, if desired. Our anticipated completion date for the draft response to assigned comments is May 23, 2014. Cost Estimate Table 1 provides our cost estimate by project task and estimated reimbursable expenses for the above scope of work. These costs are based on our billing rates, shown in Table 2. Table 1. Cost Estimate TASK COST PLACEWORKS LABOR COSTS Task 1— Response to Environmental Comments $3,220 Task2— Public Hearing Attendance 860 Subtotal $4,060 REIMBURSABLE EXPENSES, Mileage /In -house reproduction $100 Subtotal 4,180 Optional Task (Sunset Ridge Park View Analysis) $450 TOTAL with Optional Task $4,630 Notes: r Reimbursable expenses are an estimate only May 1, 2014 1 Page 2 © PLACEWORKS Table 3. PlaceWorks - 2014 Standard Fee Schedule STAFF LEVEL HOURLY BILL RATE Principal $180 —$250 Associate Principal Senior Associate /Senior Scientist $155 —$190 $130 —$185 Associate /Scientist $90 —$150 Project Planner /Project Scientist $80 —$120 Planner /Assistant Scientist $60 —$100 Graphics Specialist $65 —$90 Clerical /Word Processing $40 —$105 Intern $60 —$85 Other direct casts and subconsultants are billed at cost plus 10% Mileage reimbursement rate is the standard I115- approved rate. We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to call the undersigned at (714) 966 -9220. Respectfully submitted, PLACEWORKS JoAnn C. Hadfield Principal, Environmental Services May 1, 2014 1 Page 3 April 14, 2014 Terresa Moritz Administrative Analyst City of Newport Beach 100 Civic Center Drive Newport Beach, Ca 92660 Subject: Announcement Regarding New Name To Whom It May Concern:: We are writing to inform you that The Planning Center dba The Planning Center I DUE has changed its name to PlaceWorks effective March 1, 2014. Other than the company name, all other details and structures of the company remain unchanged. All services will continue to be performed under the same terms and conditions that are contained in our existing Agreement. The same personnel will continue to perform the services as well. We are very excited about this new direction and I have enclosed the announcement notification to better explain our decision. There is also a new W -9 enclosed. If you have any questions or need anything additional, please let me know. Sincerely, PLACE W ORKS Kara L. Kosel Contracts Manager 1 llll' S „fli;J The Planning Center I DC &E is now PlaceWorks! LEI Nrw name. Expanded opporturwwn When The Planning Center and DC&E came together in March of 2011, we merged our companies and cultures. We found ourselves with a vastly expanded experience base and set of disciplines. But what we didn't have was one unifying name. Our integrated firm had clearly become a new and distinct entity — much greater than the sum of our parts. The new narne emerged from a need to outwardly express this internal synergy. PlaceWorks embodies that bright Coil abora ?ion, accomplished history, and boundless future. PlaceWorks is about solutions that vorkc Relationships that work. Places that work. That's what got us here. That's what has always driven us. And that's what PlaceWorks is all about. Learn more at I n PM Copyright 0 2014 PlaceWorks. All rights reserved �j "All 51 13-6 coo ` 3 �� PILED CERTIFICATE OF AMENDMENT uSecra at'y of Stat® OF Mate of Califorrde ARTICLES OF INCORPORATION JAN 3 02014 The undersigned certify that: t;f' 1. They are the President and Secretary of The Planning Center, a California corporation. 2. Article FIRST of the Articles of Incorporation of this corporation is amended to read as follows: The name of this corporation is: PlaceWorks, Inc. 3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation is 37,097.50 shares. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50 %. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge, Signed at Santa Ana, California on January,2 /, 2014. Keith McCann Secretary 1179788A Ganscrtpty� ynL 9 osrta�r retlf recaad (n the cuft a,e ceTiromle Secretary of ot. FEB 04 2014 n-r Date: C DEBRA BOWEN, Secretary of State W -9 Request for Taxpayer Give Form to the :orm requester. Do not Rev. August 2013) identification Number and Certification send to the IRS. )apartment of ma Treasury ntern.1 Reverwe Service Name (as shown on you Income tax return) PlaceWorks, Inc. Business name /disregarded entity name, if different from above N m PlaceWorks instructions): (see instructio): o Check appropriate box for federal tax classification: Check ❑ Individual/sole proprietor ❑ C Corporation i] S Corporation ❑ Partnership ❑ Trust/estate Exempt payee code (II any) 0 ❑ Limited liability company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership)► Exemption from FATCA reporting 0 coda Of any) ISift ❑ Other (see instructions) 11- Requester's name and address (opllonal) Address (number, street, and apt. or suite no.) 3 MacArthur Place, suite 1100 City, slete, and ZIP code Santa Ana, Ca 92707 List account number(s) here (optional) • Tax a er Identification Number (TIN) g Soclai seta ity number to avoid backup withholding. For individuals, this Is your social security number (SSN). However, for a Enter your TIN In the appropriate box. The TIN provided must match the name Ivan on the "Name" line _ m - sole or disregarded entity, see the Part I Instructions on page 3. For other resident alien, proprietor, ... �.--- a —Y,ur ... IAnar in nat e entities, It Is your employer laenencanon numuer -u �.. �• -� � •- __.. ___ . - - -. -. TIN on page 3. Fmployx Identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. 9 5 Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be Issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that 1 am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage and Interest papa, acquisition or abandonment of secured , property, ncancellation quired to sign tthe certification, ut youvmust provide your correct TINS e he generally, payments char than Interest and dividends, y q Inatmctions on Dade 3. _. ✓ 1- VSign Signature of Date ► Here U.S. person QAa q- j IJ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for Information about Form W -9, at www.lrs.gov 1w9. Information about any future developments affecting Form W -9 (such s legislation enacted after we release It) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN to report, for example, income paid to you, payments made to you In settlement of payment card and third party network treeactions, real slate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only II you ere a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be Issued). 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S, exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (if any) Indicating that you are exempt from the FATCA reporting, is correct. W -9 t frequ sort your TIN. younmust use the r requester equester sofarm f t Is other substantial Form ly similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An Individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (s defined in Regulations section 301.7701 -7). Special Mies for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further, In certain the rues under section on 1446 require cases part ership t p sume thal t received. a been partner is foreign person, and pay the section 1446 withholding tax. Therefore, If you are a U.S. person that Is a partner in a partnership conducting a trade or business in the United States. provide Form W -9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No. 10231% Form W-9 (Rev. 6 -2013) C`I ate E V PROFESSIONAL SERVICES AGREEMENT WITH THE PLANNING CENTER FOR CEQA ANALYSIS FOR ECHO BEACH THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into as of this 31st day of January, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ( "City"), and THE PLANNING CENTER, a California corporation ( "Consultant "), whose address is 3 MacArthur Place, Ste. 1100, Santa Ana, CA 92707, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to prepare an analysis under the California Environmental Quality Act ( "CEQA ") for the Echo Beach project ( "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: annouq:7u1 The term of this Agreement shall commence on the Effective Date, and shall terminate on April 30, 2014, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). City may elect to delete certain Services within the Scope of Services at its sole discretion. • •- 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 12 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Three Thousand Five Hundred Dollars and 001100 ($3,500.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 43 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. The Planning Center Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Elizabeth Kim to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. City's Senior Planner or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first - class firms performing similar work under similar circumstances. The Planning Center Page 3 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 91 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. The Planning Center Page 4 M � f i • ' 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. • • - i 1 Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting. Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 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 The Planning Center T Page 5 be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or co- tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and /or viewable with Adobe Acrobat. The Planning Center Page 6 •� . All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. The Planning Center Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first - class mail, addressed as hereinafter provided. 252 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Jaime Murillo, Senior Planner Community Development Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: JoAnn Hadfield The Planning Center 3 MacArthur Place, Ste. 1100 Santa Ana, CA 92707 The Planning Center Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. The • t i M • - 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] The Planning Center Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTO N1 Y'S OFFICE Date: � fM `�1 in Aaron C. Harp City Attorney ATTEST: Date: A -Al { By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: 1 -2- /f� By: �W� Kimberly Brandt, AICP Community development Director CONSULTANT: The Planning Center, a California corporation Date: 2--11-14 By: Bria udd Principal Date: 2- // /�y Principal [END OF SIGNATURES] Attachments: Exhibit A – Scope of Services Exhibit B – Schedule of Billing Rates Exhibit C – Insurance Requirements The Planning Center Page 11 i:. SCOPE OF SERVICES The Planning Center Page A-1 January 8, 2014 Mr, Jaime Murillo City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: Proposal to Prepare an Addendum to the Seashore Village Mitigated Negative Declaration for the Updated Project Renamed Echo Beach Dear Mr, Murillo Thank you for the opportunity to propose our services to prepare environmental documentation for the proposed Echo Beach residential project at 5515 River Avenue in the City of Newport Beach. The Planning Center) DC &E prepared the Mitigated Negative Declaration/mitial Study for the Seashore Village residential project in 2008 (approved project) at the same location. We understand the desire of the City of Newport Beach (City) and project applicant to move forward with the environmental analysis for the proposed residential project in a timely and thorough manner. We also understand your objective for defensible environmental documentation pursuant to the California Environmental Quality Act (CEQA) for this project. We have reviewed the materials forwarded to us, including the concise statistical comparison of the former Seashore Village project and proposed Echo Beach development. Based on our review, we agree with the City that the proposed project would be eligible for processing with an addendum to the adopted 2008 MND, pursuant to CEQA Guidelines Section 15164. According to Section 15164, an addendum to an adopted negative declaration may be prepared if only minor technical changes or additions are necessary and the project would not result in new significant environmental effects or substantially increase the severity of previously identified significant effects. JoAnn Hadfield, Principal, Environmental Services, will serve as project director and be responsible for overall quality control. Elizabeth Kim, Associate, the project manager for the Seashore Village project, is proposed as our project manager and the City's primary day -to -day contact for this assignment. The environmental team will be supported by our in -house technical staff, graphics, editing, and clerical staff. Project Understanding The project site is currently developed with a 54 -unit apartment complex, which will be demolished as part of the project. The proposed project involves development of a 24 -unit residential project, which is the same number of units as the 2008 approved project. The new residential project would provide 24 detached units compared to the previously approved 6 duplex units and 12 detached units (totaling 24 units)- The proposed project would have a substantially different architectural style, from plantation style to modern style, but the maximum building height, minimum distance from building to building, and setbacks would be comparable to the approved project and would not exceed the approved project. Additionally, the total building square footages would increase only by 1,836 square feet —from 50,964 square feet (approved) to 52,800 square feet (proposed). Therefore, it is assumed that similar types, numbers, and duration for construction equipment would be used. No changes to Oronge County • Northern California • Los Angelesr'Downtown - Los Angeles /West • Inland Empire • Son Diego $ M .A,Ib, Race fr i-e i i OO 1 5aem Ann CA 427G7 171 a,?6b,4 E2p ; 71­969'21 { {'1 www,pianningccr;farxom January 8, 2414 Page 2 the site boundary or other land use changes would result from the proposed project. Although not mentioned in the project summary document provided by the City, it is anticipated that the proposed project would implement the same or similar water quality control measures that were described in the approved project, such as installing groutless pavers to allow filtering of first flush of the driveways and having underground drainage system equipment with an inline perforated drain trench. Scope of Work TASK 1: SCREENCHECK ADDENDUM The Planning Center] DC &E will prepare an addendum to the adopted 2008 MND in conformance with CEQA, the CEQA Guidelines (Section 15164), and the City's CEQA guidelines. The addendum will focus on the proposed changes to the approved project, which might cause a change in the conclusions of the adopted 2008 MND. The addendum will include a competed Initial Study checklist and associated discussion that compares the proposed project with the assumptions in the adopted 2008 MND. We will include the project site plan and renderings as provided by the applicant to compare impacts, including aesthetic impacts, with the previously proposed Seashore Village project. Pursuant to CEQA, the review will assess any changes "in the circumstances under which the project is undertaken" that could potentially involve new significant impacts. As described below, this will include an overview of greenhouse gases (GHG) since review of GHGs was not included in the 2008 CEQA Checklist. The addendum will include the following contents: r Introduction r Environmental Setting ■ Project Description ■ Environmental Checklist (Based on Appendix G of the CEQA Guidelines) ■ Environmental Analysis ■ List of Preparers ■ References ■ Appendices (as needed) If needed, the Mitigation Monitoring Program (MMP) will be updated. New mitigation measures cannot be included in an addendum (which by definition would imply that the project resulted in new significant impacts). Mitigation measures, however, can be refined in an addendum. Moreover, the MMP may require updates with respect to specific responsibilities and timing. Technical Analysis The Planning Centerl DC &E will coordinate with the City to obtain any additional or updated information for the proposed project, including any technical reports (such as new water quality management plan). Project site plans, elevations, grading plans, utility plans, and landscaping plans (as available) will also be utilized to accurately evaluate project - related impacts. Our in -house technical specialists will review potential impacts related to greenhouse gases and noise as summarized below: Greenhouse Gas (GHG): In 2007, environmental analyses started to analyze GHG emissions. However, at the time of the 2008 MND, a separate GHG emissions impact section was not integrated into the CEQA Guidelines Appendix G Checklist. Instead, the 2008 MND evaluated GHG emissions impacts from the project as part of air January 8, 2014 Page 3 quality impact assessment. Consequently, the 2008 MIND evaluated GHG emissions impacts of the project, and no additional quantitative analysis is warranted for the addendum. The addendum will qualitatively describe changes in air quality and GHG emissions impacts associated with the revised project. Noise: The Planning Center IDC &E will review the site plan and the noise analysis prepared for the approved project. Potential noise and vibration impacts from the proposed project will be compared with the approved project. It is anticipated that the project would not result in new significant noise impacts or substantially increase the severity of previously identified noise impacts. The completed screencheck addendum will be submitted to City staff for review and comment. The Planning CenterlDC &E's project manager will consult with City staff and resolve any major areas of concern in the screencheck or clarify areas of misunderstanding, etc. Follow -up with City staff /departments will be conducted as necessary to respond to comments. For the purposes of this proposal, we assume that only one round of review of the screencheck addendum by City staff will be necessary. Modification to the scope of work, budget, and time frame may be necessary if additional screencheck reviews are required. Task 1 Deliverable(s): — Screencheck Addendum (up to 2 hard copies and 1 digital copy) TASK 2: FINAL ADDENDUM The Planning Centers DC &E will edit the screencheck addendum upon receipt of review comments from City staff. We anticipate there will be no substantive changes to the proposed site plan or the project description. Upon approval, we will reproduce the final addendum and related appendices and submit the final document to the City for consideration by the Director of Community Development, Task 2 Deliverable(s): — Final Addendum (up to 5 hard copies and 5 digital copies) — Please note that unlike other CEQA documents (e.g., EIR, MND), an addendum does not require a public review period and would therefore not be required to be circulated for the standard public review period (20 or 30 days) required for an MND under CEQA. TASK 3: NOTICE OF DETERMINATION FILING Since an addendum does not require public review, formal responses to public/agency comments on the addendum are not anticipated. After final revisions are complete, we will coordinate with the City to achieve the final environmental clearance and to prepare and file the Notice of Determination (NOD) with the County Clerk, if and when the project is approved. The NOD will be transmitted by certified or express mail or will be hand delivered so there is a record of receipt. The NOD will be filed within five days of the approval. For the purpose of this cost estimate, we will attach the receipt for payment of California Department of Fish and Wildlife (CDFW) fees that were paid at the time of the original NOD filing (for the adopted 2008 MIND) with the County Clerk - Recorder. Therefore, repayment of CDFW fees is not warranted. Task 3 Deliverable(s): — File NOD with County Clerk and State Clearinghouse January 8, 2014 Page 4 TASK 4: PROJECT MANAGEMENT AND ADMINISTRATION The Planning Centers DC &E's project manager will coordinate closely with City staff to ensure that the addendum and associated documents delivered to the City are legally defensible, accurate, and useful to decision makers considering the approval of the project. The project manager will also coordinate with City staff throughout the process not only to streamline the CEQA process, but to avoid or anticipate any changes that could result in delays. The project management task is based on one -month project schedule for the proposed project, provided in Table 1. If the schedule of the project is extended for reasons beyond The Planning Center] DC &E's control, a contract amendment may be required for additional fees for project management and coordination efforts_ Our scope of work does not include our attendance at any meetings or public hearings. We will attend meetings at the City's request on a time and materials basis at our hourly rates, as included in this proposal. Proposed Schedule The preparation and processing of the addendum is anticipated to require approximately one month to complete, as outlined in the schedule in Table 1. The Planning Centers DC &E will work to meet the scheduling objectives of the City and project applicant. Table 1. Proposed Addendum Schedule ACTION TIME PERIOD Prepare First Screencheck Addendum 3 weeks City Review of first Screencheck Addendum 3 days Revise First Screencheck Addendum per City Review 2 working days Final Director Review, and Approval TED File Notice of Determination with County Clerk Within 5 days of Director approval WX SCHEDULE OF BILLING RATES The Planning Center Page B -1 January 8, 2014 Page S Cost Estimate Table 2 provides our cost estimate by project task and estimated reimbursable expenses for preparation of an addendum to the adopted 2008 MND /15. These costs are based on our billing rates, shown in Table 3. Estimate TASK I COST THE PLANNING CENTERIDC &E LABOR COSTS Task 1 - Screencheck Addendum $2,095 Task 2 - Final Addendum 715 Task 3 - Notice of Determination 120 Task 4 - Project Management and Administration' 350 Subtotal' $3,280 REIMBURSABLE EXPENSES' Reproduction (mailing, copies, etc.) $100 County Filing Fees 50 Mileage/Misc. Printing and Mailing 50 Subtotal $200 GRAND TOTAL $3,480 Notes: ' Project management based on one hour of the project director's and project manager's time per month. ' Assumes that a complete project description will be available upon project initiation, and that any changes during the preparation of the environmental document will be minimal and not require additional analysis, If additional effort is required, an amendment to the contract to cover these costs will be requested. ' Reimbursable expenses are an estimate only. January 8, 2014 Page 6 Table 3. The Planning Center DC &E 2014 Standard Fee Schedule STAFF LEVEL HOURLY BILL RATE Principal $180 —$250 Associate Principal $160 —$190 Senior Associate/Senior Scientist $130 —$170 Associate/Scientist $100 —$140 Project Planner /Project Scientist $804110 Planner /Assistant Scientist $70 —$90 Graphics Specialist $65 —$90 GericaVvvord Processing $40 —$105 Intern $50 —$70 Subconsultants are billed at cost plus 10%. Mileage reimbursement rate is the standard IRS- approved rate. Acknowledgment This proposal shall remain valid for a period of 90 days from the time of submittal. As Principal, Environmental Services, I am authorized to bind The Planning CenterlDC &E and the project team to the contents of this proposal. If you wish to proceed, please sign the attached service authorization and return to The Planning Centers DC &E. We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to call the undersigned at (714) 966 -9220. Respectfully submitted, THE PLANNING CENTER I DC&E JoAnn C. Hadfield Principal, Environmental Services 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 The Planning Center Page C -1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 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. 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. Planning The Center i C. 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. The Planning Center P..- GO