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HomeMy WebLinkAboutC-5802 - PSA for Program Management Services - Yard Consolidationpo V ACiiRU0DATE �,. CERTIFICATE OF LIABILITY INSURANCE (MM/DDNYYY) 10/13/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Dealey, Renton & Associates P. O. Box 1055C License #0020739 CONTANAME: CT Robin Lee P"°NE 714 427-6810 FAX 714 427-6818 A/ ° . RLE S . rlee@dealeyrenton.com INSURERS AFFORDING COVERAGE NAIC # Santa Ana CA 92711 INSURER A: Great American Assurance Company GLP4100641 INSURED GRIFFSTRU INSURERB:Hartford Accident & Indemnity 22357 Griffin Structures Inc INSURER C:Lexington Ins. Co. 19437 2 Technology Dr., Ste. 150 Irvine CA 92618 INSURERD:Oak River Insurance Com an INSURER E: INSURER F: DAMA TO(Ea RENTED PREMISES occurrence) $50,000 CC)VFRAGFS CFRTIFICATF NIIMRFR- 1016086144 _ RFVISION NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUEIR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GLP4100641 12/31/2016 12/31/2017 EACH OCCURRENCE $1,000,000 IGE CLAIMS -MADE ^ OCCUR DAMA TO(Ea RENTED PREMISES occurrence) $50,000 MED EXP (Any one person) $Excluded X Contractual X BFPD. XCU PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT' APPLIES PER: GENERAL AGGREGATE $2,000,000 P PRO- CLICY X JFCT LOC OTHER_ I --- PRODUCTS,-_COMP/OPAGG $2,000,000 I I $ B AUTOMOBILE LIABILITY I�vJ 72UECZN6475 12/3'1/2016 12/31/'2017 I COMBINED SINGLE LIMIT $ — (Ea accident 1,000,000 X ANY AUTO I BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ HIRED AUTOS )( NON -OWNED XIAUTOS PROPERTY DAMAGE $ Per accident _ $ UMBRELLA LIAR HCLAIMS-MADE OCCUR r - EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR L --- DED RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/P.ARTNER/EXECUTIVE GRWC809047 10/1/2017 10/1/2018 - X PER OTH- STATUTE OR E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER. EXCLUDED? ❑I N / A E.L. DISEASE - EA EMPLOYEE $1,000,000 (MandaWry in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $1,000,000 Professional 028174885 12/31/201612/31/2017 per claim $2,000,000 Liability annl aggr, $4,000,000 Claims "f:ade $25,000 Deductible DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability policy excludes claims arising out of the performance of professional services. 30 Day Notice of Cancellation/10 Day notice for Non -Payment of Prem Re: Contract #5802, Yard Consolidation. I;CK I Wit -A I C FIVLL1tK L:ANL;tLLA I IVN City of Newport Beach, Attn: Leilani I. Brown, City Clerk 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 tit as (� Int alp ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 1013 (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perforin work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 1010112017 Insured Insurance Company Oak River Insurance Company WC 99 04 10B (Ed. 9-14) Policy No. GRWC809047 Countersigned by Endorsement No. Premium S 0PIGF%AL POLICY GLP4100641 CG 20 33 Griffin Structures Inc (Ed. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT W(TH YOU This endorsement modifies insurarnoe provided under the following COMMERCIAL GENEIRAL LIABILITY COVERAGE PART A. SECTION It - WHO IS AN INSURED is amended to include as an Additional insured any person or organization for whom you are performing operations when you and such, person or organization have agreed in writing in a contract or agreement that such person or organization be added as an Additional In- sured on your policy. Such person or or- ganization is an Additional Insured only with respect to liability for "bodily injury," `prop- erty damage" or `personal and advertising in- jury" caused: in whole or in part, by: 1. your acts or omissions; or Z the acts or ornissions of those acting an your behalf; in the performance of your ongoing oper- ations for the Additional Insured, A person's or organizatioKs status as an Ad- ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B, With respect to the insurance afforded to these Additional Insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1. "Bodily injury," "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. the preparing, approving, or failing to prepare or approve, maos, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. supervisory, inspection, architecturpl or engineering activities, 2. "Bodily injury,` or "property damage' o,. - curring after: a. all work, including materials, parts or equipment furnished in connection wit!) such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional lrsured(sl at the location of the covered operations has been completed: or lb. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as F part of the same project Copyright, GO Properties, Inc,, 2004 GG 20 33 (Ed. 07/04'., XS Griffin Structures Inc 72UECZN6475 1 0 F.11 Z-4 I ;M :4 loll M 1:110 1 �--Z, 14 Additional Insured: SECTION 11 — COVERED AUTO LIABILITY COVERAGE AA. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured"... but only to the extent of that liability. Primary Insurance: SECTION IV — BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V — DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION — We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. ORIGINAL POLICY GLP4100641 Griffin Structures Inc THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON-CONTRIBUTORY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following-, COWIMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM GAC 3649CG (Ed I 1 06) This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties and any other insurance which may be available to such third parties shall be non—coniributory, CAC 3649CG (Ed 11 1106, XS ORIGINAL POLICY Griffin Structures Inc CG 24 04 GLP4100641 iEd, 05 091 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIA9!L.17Y COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule I Name of Person or Organization: I Any person or Organization for whom or on whose behaif ''you'' are performing operations when "You" and such person or Organization have agreed in writing in a contract to waive any right of recovery "we" may have against such person or organization. I Inforrnation, required to complete this Schedule, if not shown above, will be shown in the Declarations I T"he following is added, to paragraph 8. Transfer of Right,,, of Recovery Against Others to Us of SECTION IV - CONDITIIONS: vVe Waive any right of recovery we. may have against the person or organization shown in the Scheciule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract whh that per -son or coganiza6on and included in the ' products -completed operations hazard` This waiver applies only to the person, or organization shown. in the Schedule above, Copyright, !SO Proporfies. Inc,-., 2008 CG 24 04 (Ed 05/09; PRO (page 1 of 1 i ACC CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) �►.►•'� 12/28/2015 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 I BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED ,) REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTANAME: Robin Lee Dealey, Renton &Associates PHONE 714 427-6810 FAX 714 427-6818 P. O. Box 10550 (A/C, No. Ext), -- -- _- __- T E-MAIL @ License #0020739 aDDREsrleedeale:_- @ Yrenton.com Santa Ana, CA 92711-0550 CA 94604-2675 - INSURERS) AFFORDING COVERAGE NAIC # _--________-_. — INSURER -A:Great American Assurance Company INSURED GRIFFSTRU INSURER B: Hartford Accident & Indemnity Griffin Structures Inc INSURER c:Lexington Ins. Co. 19437 2 Technology Dr., Ste. 150 -- - - - - Irvine CA 92618 INSURERD: rnVFRAr;FR rPRTlmrATF AllIMRFR• 13?3?9R5R IDC\/ICIl%K1 KnIRROMM. 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. INSRTYPE OF INSURANCE LDDC SUBR '- POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MMIDD/YYYY MM/DD/YYYY -- - LIMITS A -X COMMERCIAL GENERAL LIABILITY GLP3177105 12/31/2015 12/31/2016 EACH OCCURRENCE $_1,000,000 CLAIMS -MADE X 'OCCUR DAMAGE TO RENTEDPREMISES (Ea occurrence) _ - $50,000 X Contractual _ _ _ MED EXP (Any one person) $Excluded X BFPD XCU_ -- PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X PRO- JECT ' LOC — _ -- PRODUCTS - COMP/OP AGG . --- — - ---- $2,000,000 OTHER: -_--- ---- B AUTOMOBILE LIABILITYCOMBINED 72UECZN6475 12/31/2015 12/31/2016 SINGLE LIMIT Eaacciden[) _ $1,000,000 X ANY AUTO BODILY INJURY (Per. person) $ ALL OWNED SCHEDULED :AUTOS 'AUTOS ' ' BODILY INJURY Per accident ( ) $ X HIRED AUTOS x NON -OWNED AUTOS._(Per PROPERTY CAMAGE accident _ -—- --- $ UMBRELLA LIAB '.. OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE_ $ DED RETENTION $ $ WORKERS COMPENSATION - PER OTH- AND EMPLOYERS' LIABILITY Y I N '.� STATUTE _ ER _ ANY PRO PRIETOR/PARTNER/EXEC UTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED N/A _ _-- (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under — DESCRIPTION OF OPERATIONS below - E.L. DISEASE - POLICY LIMIT $ C Professional 028174885 12/31/2015 12/31/2016 per claim $2,000,000 Liability annl aggr. $4,000,000 Made $25,000 Deductible D DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) General Liability policy excludes claims arising out of the performance of professional services. 30 Day Notice of Cancellation/10 Day notice for Non -Payment of Prem Re: Contract #5802, Yard Consolidation. II" City of Newport Beach, Attn: Leilani I. Brown, City Clerk 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. AU HORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Additional Insured: SECTION II - LIABILITY COVERAGE 1. WHO IS AN INSURED: The following are "insureds" C. Anyone liable for the conduct of an "insured"...but only to the extent of that liability. Primary Insurance: SECTION IV - BUSINESS AUTO CONDITIONS B. General Conditions — 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. C. Regardless of the provisions of paragraph above, this Coverage Form's Liability Coverage is primary for any liability assumed under an "insured contact". C"toss Liability Clause: SECTION V - DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or" suit" is brought EXCERPTS .O HA9916 (0 302) HARTFORD COMMERCIAL AUTOMOBILE BROAD 15. WAIVER OF SUBROGATION - We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form, ORIGINAL POLICY CG 24 04 (Ed. 05 09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER €3F RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule I Name of Person or Organization: 1 Any person or organization for whom or on whose behalf "you" are performing operations when "you" and such person or organization have agreed in writing in a contract to waive any right of recovery we may have against such person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I The following is added to paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products—completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. Copyright, ISO Properties, Inc., 2008 CG 24 04 (Ed 05/09) PRO (Page 1 of 1; ORIGINAL POLICY GAC 3649CG (Ed. 11 Cbl THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties and any other insurance which may be available to such third parties shall be non—contributory. GAC 3649CG (Ed. 11/06; XS ORIGINAL POLICY CG 20 33 (Ed. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following.- COMMERCIAL ollowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION It - WHO IS AN INSURED is amended to include as an Additional Insured any person or organization for whom you are performing operations when you and such person or organization 'have agreed in' writing in a contract or agreement that such person or organization be added as an Additional In— sured on your policy. Such person or or— ganization is an Additional Insured only with respect to liability for "bodily injury," "prop— erty damage" or 'personal and advertising in— jury" caused, in whole or in part, by: t. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing oper— ations for the Additional Insured. A person's or organization's status as an Ad— ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B. With respect to the insurance afforded to these Additional insureds, the following addi— tional exclusions apply: This insurance does not apply to: 1. "Bodily injury," "property damage" or "per— sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw— ings and specifications; or b. supervisory, inspection, architectural or engineering activities. 2. "Bodily injury," or "property damage" oc— curring after: a. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional lnsured(si at the location of the covered operations has been completed; or b. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an— other contractor or subcontractor en— gaged in performing operations for a principal as a part of the same project Copyright, ISO Properties, Inc., 2004 CG 20 33 (Ed. 07/04} XS v �1 PROFESSIONAL SERVICES AGREEMENT WITH GRIFFIN STRUCTURES, INC. FOR PROGRAM MANAGEMENT SERVICES -YARD CONSOLIDATION THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is made and entered into as of this 16th day of April, 2014 ( "Effective Date "), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and GRIFFIN STRUCTURES, INC., a California corporation ( "Consultant "), whose address is 385 Second Street, Laguna Beach, California 92651, 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 Program Management Services -Yard Consolidation ( "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: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on April 30, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ( "Services" or "Work "). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand - delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Eighty Thousand Dollars and 001100 ($80,000.00), 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. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Griffin Structures, Inc. Page 2 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Dustin Alamo 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 City Manager's Office. City's Assistant City Manager 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. Griffin Structures, Inc. 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 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties ") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, `Claims '), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Griffin Structures, Inc. Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall Griffin Structures, Inc. Page 5 be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint- venture or syndicate or co- tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 %) or more of the voting power or twenty -five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (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. Additionally, all material posted in cyberspace 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, including all logins and password information 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. Griffin Structures, Inc. Page 6 17.3 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, 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. Griffin Structures, Inc. Page 7 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 bome 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. 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: Stephen G. Badum, Assistant City Manager City Manager's Office 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: Griffin Structures, Inc. Page 8 Attn: Dustin Alamo, Senior Associate Griffin Structures, Inc. 385 Second Street Laguna Beach, CA 92651 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.). 28. TERMINATION 28.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting 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 Griffin Structures, Inc. Page 9 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. 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 govem 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 Egual 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. Griffin Structures, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: k4 -R - i q -31 Aaron C�Harp City Attorney ATTEST- Date: TTEST-Date: ' By: DINV� - *�' Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California,mWnicipal corporation Date: /-f//o/l/` Y: :pngffk;, ,maaum sistanr ity Manager CONSULTANT: Griffin Structures, Inc., a California porp ration Date: 5 f22.© BY. .._ Ro r for iero ° CE [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Griffin Structures, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES BACKGROUND SCOPE OF WORK Griffin Structures, Inc. initiated this project with a data collection phase which included reviewing as- builts, site plans, and city - supplied information. Concurrently, a series of interviews were conducted with 12 yard -based personnel including the MOD Manager (Mark Harmon) and his 2 key yard managers (George Murdoch and Mike Pisani), as well as 9 division heads. These interviews were the key mechanism for obtaining information on projections and space use practices. In addition, a physical survey (inventory of space use) was performed to obtain a baseline view of space in use, the numbers and dimensions of work areas in use, operational practices, and other critical information. From the detailed data collection phase, Griffin projected future operations and staff including assumptions regarding future levels of contracted operations and services, which were agreed on by City staff representatives. The operational assessment served as the primary input to the space needs computation which was developed utilizing a customized set of space standards according to the City's policies. After the space projections were clearly defined, a series of conceptual site plans were developed, which varied by horizontal and vertical configurations. These site plans served as a basis for a conceptual statement of probable costs which assisted the City in determining the viability of each alternative. PROPOSED SCOPE OF WORK Needs Assessment Update Griffin Structures understands that the City recently merged two operational departments, General Services and Utilities, into one department, Municipal Operations. Additionally, the City has been exploring the use of contract services to reduce personnel costs while maintaining current services levels. During Griffin's previous assignment, landscape maintenance, street sweeping, underground utility TV inspection services, and streetlight maintenance were all under private contracts. Since then, the City has gone under contract for residential refuse collection which also includes the operation of the existing transfer station. Combined with attrition, the City has been successful in reorganizing staff and utilizing contract services. The City has additionally retained Management Partners to prepare an operational reconfiguration and identify potential outsourcing opportunities given the new merged yard concept. Once these staffing recommendations have been approved by the City, Griffin Structures will engage in an update to the earlier needs assessment. This will involve a series of interviews and discussions with City staff and Management Griffin Structures, Inc. Page A -1 Partners to determine the impact on the space computations. Griffin will also revisit the conversation of possible future growth or outsourcing services. Once a reconsolidated space program is identified and approved, an adjacency /proximity matrix will be developed, in the form of bubble diagrams, which illustrate relationships and work flow. This information, along with the program of space, will be the basis for preparation of the concept design. Griffin will work with a selected architect to prepare a conceptual site plan which will examine a blend of new construction and renovation work at the Superior site, and will also comment on the design solution as it pertains to buildability, budgetary concerns, phasing approaches, and related scheduling impacts. Conceptual Statement of Probable Cost Griffin Structures, as Program Managers, will generate a conceptual project budget based on conceptual design documents to complete the delivery of the merged yard and Police Department and its related facilities. The budget will include allowances for the following major work efforts and components: • Preconstruction Services — program management, scheduling, estimating, design team management, constructability reviews, development of guaranteed maximum price, reimbursables, etc. • A/E Services (included from A/E RFQ) — schematic design, design development, construction documents, bidding, construction administration, F &E design and procurement services, design fee contingencies, reimbursables, etc. • Geotechnical — soils reports for building and parking areas • Environmental — phase 1 environmental site assessment, including allowances for any asbestos and lead paint abatement in existing facilities • Deputy Testing and Inspection — soils, materials, and roofing inspections, and commissioning per Cal Green code requirements • Direct Costs — all related building / site work construction costs, and demolition costs for any existing facilities • Fixtures, Furnishings, & Equipment (FF &E) — interior equipment, exterior equipment, specialty equipment (PD fitness room, etc.), and miscellaneous furnishings and fixtures • Program and Construction Management Services — overhead, fee, and administration costs, reimbursables, legal, insurance, and contingency costs • Utility Company Connection Services and Fees — phone / data, cable TV, and water/ sewer services • Substantial completion of facility, training, O &M manuals, as- builts, and close -out Griffin Structures, Inc. Page A -2 Schedule Development In conjunction with the development of the conceptual design and budget, Griffin Structures proposes to develop a preliminary construction schedule using Critical Path Management (CPM) techniques. The schedule can have all costs and anticipated equipment and labor resources allocated by individual construction activity. The purpose of this cost and resource "loading" is to evaluate the total cash flow requirement of the project over time and to determine if there are economic benefits to altering the duration or sequence of work to optimize resources (resource leveling). Schedules are generally prepared in conjunction with the budget estimates noted above. Program Management All of the tasks noted above represent Griffin's role as Program Manager as the City explores the viability of a merged corporate yard through the preliminary design services phase. Griffin also proposes, upon City request, to meet with City staff to discuss the various delivery approaches available and, through mutual discussion, determine the most viable option for the City. These meetings will aid in identifying the City's preference for risk, budget, schedule, and other related pertinent information. Griffin Structures, Inc. Page A -3 EXHIBIT B SCHEDULE OF BILLING RATES FEE For this work, Griffin Structures, Inc., proposes a not -to- exceed Professional Services Fee of $75,000 (seventy -five thousand dollars), plus reimbursable expenses at actual costs not to exceed $5,000 (five thousand dollars). This fee is based on the estimate of time required, and the hourly rates previously as approved by the city, which are repeated in the table on the following page. Invoices for work performed on a worked - performed basis will be presented monthly. This fee is based on any and all reasonable costs necessary to provide the scope of services described in this Proposal, and will be computed based on hours worked to achieve the tasks as stated. HOURLY RATE SCHEDULE POSITION BILLING RATE Principal -in- Charge $225.00 CFO & Financial $195.00 Public Outreach $195.00 Program Manager $195.00 Project Manager $185.00 Construction Manager $165.00 Strategic Planning $145.00 Administration $125.00 Accounting $ 95.00 This rate schedule is valid through 31 December 2014. Period 1 January 2015 through 31 December 2015 is subject to a 5% rate increase. Griffin Structures, Inc. Page B -1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 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 Griffin Structures, Inc. Page C -1 a 61 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 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 anytime. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. Griffin Structures, Inc. Page C-2 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. Reauirements 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. Griffin Structures, Inc. Page C -3