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HomeMy WebLinkAboutC-9990-1 - PSA for Environmental Consulting Services for Buck Gully Reserve Hazardous Fuel Thinning and Reduction ProjectAMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH MICHAEL BAKER INTERNATIONA, INC FOR ENVIRONMENTAL CONSULTING SERVICES FOR BUCK GULLY RESERVE HAZARDOUS FUEL THINNING AND REDUCTION PROJECT THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 17th day of December, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant"), whose address is 500 Grant Street, Suite 5400, Pittsburgh, PA 15219, and is made with reference to the following: RECITALS A. On August 15, 2025, City and Consultant entered into a Professional Services Agreement (Contract No. C-9990-1) ("Agreement") to provide environmental consulting services for the Buck Gully Reserve Hazardous Fuel Thinning and Reduction Project, which is funded by a State of California Department of Forestry and Fire Protection Wildfire Prevention Grant awarded to the City. ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be replaced in its entirety with the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be replaced in its entirety with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference.." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Twenty -Four Thousand Four Hundred Twenty -Five Dollars and 00/100 ($24,425.00).without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's amended compensation for Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in a reduced amount of Forty -Eight Thousand Twenty Dollars and 00/100 ($48,020). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] MICHAEL BAKER INTERNATIONAL, INC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: S By: Aaron C. arp City Attor ey ATTEST: Date: By: Lena Shumway City Clerk CITY OF NEWPORT BEACH, a California m nicipal corporation Date: 01 -21 2 �� 4 By: 4; Jeff. , . Boyles Fire Chief CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC, a Pennsylvania corporation Date: By: Richard Beck Vice President & Office Executive Date: By: Trudi Lim Senior Vice President & Regional Director & Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates MICHAEL BAKER INTERNATIONAL, INC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Dater S go AaroriC. arp City Attor ey ATTEST: Date: / /;23/,:2245' By: "Z-� Lena Shumway City Clerk CITY OF NEWPORT BEACH, a California muni ipal corporation Date: � ?� gy: 4 t /-- -1'�. - Jeff U. Boyles Fire Chief CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC, a Pennsylvania corporation Date: B ichard Beck Vice President & Office Executive Date: V—:::> By: �:M Trudi Lim Senior Vice President & Regional Director & Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates MICHAEL BAKER INTERNATIONAL, INC Page 3 EXHIBIT SCOPE OF SERVICES MICHAEL BAKER INTERNATIONAL, INC Page A-1 EXHIBITA SCOPE OF SERVICES Categorical Exemption Memorandum If the research, investigation, and coordination efforts described under Task 2.1 determine that the project would be categorically exempt from CEQA in accordance with CEQA Guidelines Section 15304 (Minor Alterations to Land), Michael Baker will prepare a Draft Categorical Exemption Memorandum. Tasks 1.0, 2.0, and 3.1 will still be conducted in addition to the following scope of work. Specifically, the Biological Resources Assessment (Task 3.1) will be utilized to substantiate the proposed activities would not result in the taking of endangered, rare, or threatened plant or animal species. Michael Baker will prepare a Draft Categorical Exemption Memorandum that will include a brief description of the proposed project, a narrative description of why the project would qualify for an exemption under CEQA Guidelines Section 15304, and a description of why the exceptions to categorical exemptions listed under CEQA Guidelines Section 15300.2 (Exceptions) would not apply to the project. This task assumes two rounds of City review of the Categorical Exemption Memorandum before accepted as final. Michael Baker will prepare an NOE in accordance with Section 15374 of the CEQA Guidelines and file the NOE with the County Clerk and State Clearinghouse within five days of project approval. This task assumes any County Clerk or CDFW filing fees will be provided by the City. This task assumes no public meeting or hearing attendance. 4Xmm [n k',i MICHAEL BAKER INTERNATIONAL, INC Page B-1 3 CxE-wrt:a w-cra cum CiAQC Qua IV A;ssuTarce.lQUI-Ity Control PIC - Prlrclpal-Ir-ChaTge PM - PTolect Mmwar AI0 - MIDWEt C Uj_ - Daltura' ResDurce GDWa€lst EXHIBIT B SCHEDULE OF BILLING RATES GAO!C PIC PM BIO CUL REG TM EA —P Total 950 915 795 2YJ 190 165 190 1f0 Ids Hours ODCe TOt3l Cosis REG - Requlatorr SDeclai st TM - Technical Marager EAl- Ennormental hralyst GlAlP - GraGrlcs.Worci Processinq ODC - OtneT Olrect Costa S=,:5 PROFESSIONAL SERVICES AGREEMENT WITH MICHAEL BAKER INTERNATIONAL, INC. FOR ENVIRONMENTAL CONSULTING SERVICES FOR BUCK GULLY RESERVE HAZARDOUS FUEL THINNING AND REDUCTION PROJECT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 15th day of August, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation ("Consultant"), whose address is 500 Grant Street, Suite 5400, Pittsburgh, PA 15219, 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 provide environmental consulting services for the Buck Gully Reserve Hazardous Fuel Thinning and Reduction Project, which is funded by a State of California Department of Forestry and Fire Protection Wildfire Prevention Grant awarded to the City. ("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 August 14, 2030, 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 Seventy Two Thousand Four Hundred Forty Five Dollars and 00/100 ($72,445.00), 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. Michael Baker International, Inc. Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 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 Frances Yau 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 Fire Department. City's Fire Marshal 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 community professional standards and with the ordinary degree of skill and care that would be used by other reasonably Michael Baker International, Inc. Page 3 competent practitioners of the same discipline under similar circumstances. 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 legally recognized professional standards. 8.2 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. 8.3 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. Michael Baker International, 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 be construed as an assignment: The sale, assignment, transfer or other disposition of any Michael Baker International, Inc. Page 5 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. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Michael Baker International, Inc. Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 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. Michael Baker International, Inc. 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") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Fire Administrative Manager Fire Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Eddie Torres Michael Baker International, Inc. 5 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 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, Michael Baker International, Inc. Page 8 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.). f► �9:4NTJI10/_1111IQ01 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. 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. Michael Baker International, Inc. Page 9 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, 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] Michael Baker International, 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: '-5r� % --�. By: Aaron C. arp g 2 Zs City Att ney ATTEST: Date: By: Lena Shumway City Clerk CITY OF NEWPORT BEACH, a Californi nicip I corporation Date: By -.— Jeff G,� oyles Fire G�hief CONSULTANT: Michael Baker International, Inc., a Pennsylvania corporation Date: By: Signed in Counterpart Richard Beck Vice President & Office Executive Date: By: Signed in Counterpart Trudi Lim Senior Vice President & Regional Director & Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Michael Baker International, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: a- S5 By: Aaron C. arp City Att ney ATTEST: Date: Molly Perry Interim City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Jeff G. Boyles Fire Chief CONSULTANT: Michael Baker International, Inc., a Pennsylvania corporation Date: c By: Richard Beck Vice President & Office Executive Date: 1— d ' qr;j By:� Trudi Lim Senior Vice President & Regional Director & Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Michael Baker International, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Michael Baker International, Inc. Page A-1 EXHIBIT A SCOPE OF SERVICES Scope of Work The following scope of work explains how the Consultant team will complete the requested services originally specified in RFP No. 25-50 for the Buck Gully Reserve Hazardous Fuel Thinning and Reduction Project ("Project"). Consultant will prepare a Project Specific Analysis ("PSA") /Addendum to the CaIVTP EIR. Optional tasks to prepare a CEQA Categorical Exemption Memorandum under CEQA Guidelines Section 15304 and CEQA Guidelines Section 15183 Statutory Exemption Report are not included. Statutory Exemption Report(s) are not included. Any additional services not otherwise included in this Scope of Services may be added via an amendment to this agreement.". 1.0 PROJECT KICK-OFF MEETING 1.1 Kick -Off Meeting The work program will be initiated with a virtual kick-off meeting with Frances Yau (Project Manager), Eddie Torres (Principal -in -Charge), and City staff/project proponent to discuss the Project in greater detail. This initial meeting is vital to the success of the CEQA process and will be a key milestone in order to confirm the parameters of the analysis, the details of construction and proposed buildout conditions, scheduling, and overall communications. In preparation for the kick-off meeting, Consultant will review available materials provided in the first sentence of Section 2.1 to ensure a thoughtful kick-off meeting. Additionally, prior to the kick-off, Consultant will distribute a kick-off meeting agenda and detailed memorandum, which will identify information needs. Based upon the detailed project information obtained at the project kick-off meeting, Consultant will draft a preliminary Project schedule for review and approval by City staff and draft meeting minutes with identified action items for review and comment by attendees. 2.0 PROJECT DESCRIPTION 2.1 Research, Investigation, and CAL FIRE Coordination Consultant will obtain and review available referenced data for the Project and project area, including policy documentation from the City of Newport Beach, County of Orange, CAL FIRE, State and federal agencies, and all other agencies which may be affected by the project. Specifically, the CaIVTP and CaIVTP EIR will be reviewed to determine consistency with other previously approved fuel management projects that tiered from the CaIVTP EIR. This information, along with environmental data and information available from the City and other nearby jurisdictions, will become part of the foundation of the environmental document. While this Scope of Services anticipates the preparation of a PSA/Addendum, in coordination with City staff, Consultant will determine the appropriate environmental review process u n d e r CEQA. Consultant will also coordinate with CAL FIRE staff to obtain written approval of the PSA/Addendum CEQA approach in accordance with the City's grant agreement and requirements. Should CAL FIRE determine another environmental review process under CEQA is required, Consultant have provided optional tasks to prepare a Categorical Exemption Memorandum or a CEQA Guidelines Section 15183 Exemption Report. 2.2 Draft Project Description Consultant will draft a preliminary Project Description for use in the PSA/Addendum as well as for initiation of the technical analyses detailed under Task 3.0. The Draft Project Description will detail the project location, existing conditions, characteristics, goals and objectives, construction activities, and anticipated discretionary actions, permits, and approvals that are required based on available information. Exhibits depicting the regional, site vicinity, and conceptual site plan will be included in this section. The Draft Project Description will be circulated for City review and approval. 3.0 TECHNICAL STUDIES 3.1 Biological Resources Assessment In accordance with CaIVTP SPR BIO -1 (Review and Survey Project -Specific Biological Resources), Consultant will conduct database reviews and a field survey and prepare a report for the = Project. Consultant will conduct a database search, including but not limited to, any applicable National Community Conservation Plan/Habitat Conservation Plan, California Department of Fish and Wildlife's California Natural Diversity Database, the California Native Plant Society's Inventory of Rare and Endangered Plants of California, and the U.S. Fish and Wildlife Service's Information for Planning and Consultation project planning tool and Critical Habitat online mapper to identify special -status biological resources known to occur within the vicinity of the Project sites. Consultant will also review historic/current aerial photographs, topographic maps, Soil Survey data, vegetation mapping, and other relevant data sources regarding biological resources known from the region in to assess existing site. Following the literature review, Consultant will conduct a field survey of the proposed treatment area in Buck Gully to record baseline biological conditions. Notes will be taken on the vegetation communities, plant species, and wildlife species observed during the field survey. The presence of any sensitive vegetation communities or special -status plant and wildlife will also be noted. Binoculars or other necessary equipment will be used to survey areas of dense vegetation that are not readily accessible and the conditions in surrounding areas. Consultant will then prepare a Biological Resources Assessment summarizing the information and results obtained during the literature review and field survey; document all plant, wildlife, and vegetation communities observed; and determine the potential for any special -status species to occur on or within the vicinity of the project site. Site photographs taken during the field survey and Geographic Information Systems (GIS) figures will be included in the report to further enhance written text and visually identify specific biological information as it relates to the project site. The report will analyze potential project -related impacts to biological resources and characterize potential adverse effects of the project in accordance with CaIVTP SPR BIO-1. Assumptions and Exclusions: • A field survey of the treatment area will be conducted by two biologists in one day. • This task assumes one round of review/revisions to the draft report by the City before accepted as final. • This task excludes any focused surveys for special -status plant or wildlife species. 3.2 Cultural Resources Assessment In accordance with CaIVTP SPR CUL-1 (Conduct Record Search), CUL-3 (Pre -Field Research), and CUL- 4 (Archaeological Surveys), Consultant will complete a cultural and paleontological resources identification and evaluation study for the project site to address the requirements of CEQA. The purpose of the study is to identify whether cultural resources or historical resources, as defined in CEQA Guidelines Section 15064.5(a), or paleontological resources, will be impacted by the project. Consultant will: • Conduct a records search of the project site and a 0.5-mile buffer at the South Central Coastal Information Center to identify previous cultural resources reports and records of the project site and surrounding area; • Request a paleontological records search from the Natural History Museum of Los Angeles County; • Conduct a literature and historic map review to identify cultural or paleontological resources within the project vicinity; • Request a search of the Sacred Lands File (SLF) from the Native American Heritage Commission (NAHC); • Conduct an archaeological survey of the project site; and • Complete an archaeological and paleontological sensitivity and effects analysis to determine if the project may adversely affect unknown, buried archaeological or paleontological resources. The findings will be summarized in a Cultural Resources Assessment. If historical resources are identified within the project site, additional studies may be recommended under a separate scope and fee. Assumptions and Exclusions: • This task assumes permission to enter the project site to complete the field survey. • The pedestrian survey will be completed by one cultural resources specialist in one day. • No archaeological sites will require recordation or evaluation. 4.0 TRIBAL CONSULTATION ASSISTANCE 4.1 Tribal Consultation Assistance The RFP Scope of Services includes preparing and circulating Senate Bill (SB) 18 and/or Assembly Bill (AB) 52 notices. As stated above, Consultant team are proposing to prepare a PSA/Addendum and thus, will not be required to engage in tribal consultation pursuant to SB 18 or AB 52. However, in compliance with CalVTP SPR CUL-2, Consultant will prepare notification letters to geographically affiliated Native American tribes. Specifically, Consultant will obtain the latest NAHC Native Americans Contact List. Using the appropriate Native Americans Contact List, Consultant will draft letters that include: • A written description of the treatment location and boundaries; • Narrative of the treatment objectives; • A description of the activities used (e.g., prescribed burning, mastication) and associated acreages; • A map of the treatment area at a sufficient scale to indicate the spatial extent of activities; • A request for information regarding potential impacts to cultural resources from the proposed treatment; and • Detailed description of the depth of excavation, if ground disturbance is expected. Once approved by the City, the notification letter will be sent under agency letterhead via email to all tribes identified in the NAHC Native American Contact List. Consultant will maintain a log of correspondence. Consultant will provide consultation support, including attendance at up to two (2) virtual meetings with interested tribes held via Teams (or similar service). 5.0 PROJECT SPECIFIC ANALYSIS/ADDENDUM 5.1 Administrative Draft PSA/Addendum Consultant will prepare a Draft PSA/Addendum using a hybrid document that follows Appendix PD- 3, Project Specific Analysis, of the CaIVTP EIR, and a standard CEQA Addendum format in accordance with CEQA Guidelines Section 15164. The Draft PSA/Addendum will include a description of the proposed vegetation treatment activities, a description of the project area, and narrative responses to the CaIVTP EIR Environmental Checklist to substantiate that environmental effects of the proposed project are either 1) covered in the CaIVTP EIR or 2) result in minor modifications to the CaIVTP that do not result in any new adverse significant effects. Relevant SPRs and mitigation measures identified in the CalVTP EIR will be identified. It is anticipated that the Project will not result in new or substantially more severe significant environmental impacts compared with the impacts disclosed in the CaIVTP EIR, nor are there any other circumstances that require the preparation of a subsequent environmental compliance document. If it is determined that a subsequent IS/MND or other environmental compliance document is the appropriate CEQA document, Consultant will work with the City to develop the appropriate scope of work for future documentation. The Administrative Draft PSA/Addendum will be comprised of all material required under CEQA including the following sections: • Introduction. This section will discuss CEQA compliance and background and history. This section will summarize impacts, SPRs, and mitigation measures that were previously identified in the CalVTP EIR, as well as the criteria that must be met in order to qualify as a PSA/Addendum to the CaIVTP EIR. • Project Description. This section will detail the project location and project description and key differences between what was evaluated under the CaIVTP EIR and the proposed project. Modifications to fuel treatments and activities, SPRs, or mitigation measures from the CaIVTP EIR will be discussed. • Environmental Checklist. The Environmental Checklist will summarize the proposed project information, required approvals, and lead agency determination. • Project -Specific Analysis/Addendum. This section will provide an analysis of the potential environmental impacts anticipated to occur as a result of implementation of the proposed project utilizing the CaIVTP EIR Environmental Checklist that incorporates tribal consultation and public comments on the draft PSA/Addendum. The Environmental Analysis will provide written responses to each question on the Environmental Checklist that: 1) summarize the conclusions of the CaIVTP EIR; 2) identify any previous SPRs and mitigation measures that are applicable to the project; and, 3) provide findings to indicate the project is in compliance with CEQA Guidelines Section 15164 in order to qualify for an Addendum to the CaIVTP EIR. • List of Preparers. This section will identify the persons involved in preparing the environmental evaluation. • References. All references utilized in the environmental evaluation will be included. 5.2 Screencheck Draft PSA/Addendum Upon receipt of one set of consolidated City comments, Consultant will prepare a Screencheck Draft PSA/Addendum for City review. The document will be provided in track changes to assist in the City's review. 5.3 Final PSA/Addendum Consultant will respond to one round of consolidated City comments on the Screencheck Draft PSA/Addendum and prepare a proofcheck version of the PSA/Addendum. Consultant assumes the proofcheck version will adequately address any substantive comments and that any remaining comments on the proofcheck version will be limited to edits and clarifications of final points. Consultant will address such final edits/clarifications and prepare a final version of the PSA/Addendum. 6.0 NOTICE OF DETERMINATION 6.1 Notice of Determination Consultant will prepare a Notice of Determination (NOD) in accordance with Section 15094 of the CEQA Guidelines for City review. Consultant will file the NOD with the State Clearinghouse and post the notice with the County Clerk within five days of project approval. This scope of work assumes the City will provide the applicable County Clerk and California Department of Fish and Wildlife filing fees. 7.0 PROJECT MANAGEMENT AND MEETINGS/HEARINGS 7.1 Project Management Ms. Yau will schedule tasks and assignments, manage team resources, monitor project costs, and coordinate between the Consultant team and the City to assist with compliance with all applicable policies. Project management tasks also include reviewing documents prior to formal submittal to ensure quality assurance/quality control. 7.2 Meetings/Hearings Ms. Yau and/or Mr. Torres will participate in up to five half-hour project update/coordination calls with City staff throughout the preparation of the PSA/Addendum. Additionally, attendance at up to two community meetings/hearings are included in this task in response to the City's RFP Q&A clarifications. Should the City determine that additional meetings beyond the following are necessary, services will be provided under a separate scope of work. • One (1) Virtual Kick -Off Meeting (refer to Task 1.1); • Up to five (5) Virtual Project Update Meetings; and • Up to two (2) Community Meetings/Public Hearings. EXHIBIT B SCHEDULE OF BILLING RATES Michael Baker International, Inc. Page B-1 EXHIBIT B SCHEDULE OF BILLING RATES QA@C 9S1b PIC 315 PM 195 BIO 230 CUL 190 REG 155 TM 190 E:� 11U GMfP ids Total Hours ODDS Total Coate 1.0 Project isMeeting 1.1 IQck-01111.1Eet7o 1 S 51095 2.0 Project Description 2.1 Reseam>11.. Mwesll g aan and CAL FIRE Gcrordma".Ic 1 c - 17 52,755 2 Draft PrG.ed Dsscrl Icm i 12 2 19 705 3.0 Technical Studies 3A 5[OlMval Resdur es Assessmerd 1 53 5N S12 5 3.2 culturalResoumeaA6s-ssmerl 50 50 S1.1s] 51Df;gc. 4.0 Tribal: Consultation Assistance 5.1 Trbal Cansul=or. Asslst3rme 10 10 Ma 52:05C 5.0 Project Specific Anal isdAddendum 5.1 AdmMistradveDraftPCA'Addanaium Introdueftn f 6 5660 Prolect DeSan San 1 2 f 2 11 51i55 Fnvfmnmenl M—eklbi. 4 5440 PSArAddcnVum Analysis Assthetcs ard'Ylsual; 1 f 7 5555 Acdcaltere and ForeE1 R_scurces 1 1 5110 AlrQuallty 1 1 14t6 $3.170 Arc vaeoeHfs Dr1ca',rrllbal. Cultvra'.. Rysa�nrces E 10 $1 70 Blom"ca ReSaurr;e? 1D I 12 S-1d90 Geol vDt3tPal?3;4Alneral Reswrces a 10 51,270 Greenhouse Gas Emisgans 1 12 13 52,59 Enerav 1 10 11 52 15 Hazardous WterlaisJPutiTC Heal) and Sar;y 1 S 7 $655 Hys]rrul 3rdwarer'Qualilyf 6 5105E Land Use and PlanmEn IPa ulator, and Housinm 2 5390 Noise 1 12 13 52,595 Recreation 2 1 2 1 $220 Trans vt3ton 1 >i 1 5 Sf35 Public SerAces,'Ullllt'es 3nd S?rsice SSstems 1 f 1 7 SMS W110re 1 6 7 5555 A&WnlslraMm S?Rs 1 f 7 $855 References 2 2 S220 5.2 Screencheck Drafi PyA-,AdoL-rlLrT 2 S if 26 53 950 5.3 Flna`: PSAlAddendvr. 1 6 E 1 18 52 900 6.0 Notice of Determination 6.1 NoOme of Detennlnat �n A 6 557 Sezo 7.0 Pr sect Mana ement and Meetin ,'Henri s ,A PrO ectMara ,amecl 2 5 10 17 54.225 7.2 Meetlnoshde3nn 5 12 16 —' 230 OTHER DIRECT COSTS 5-AM] 5500 TOTAL HOURS 2 22 78 52 80 a 66 135 5 400 •Percent of Total Labor(Hours 0.5% 5.5% 19.0% 13.0% 15.0% 0.0% 12:1,% M.S% TOTAL COSTS junth deliverab'lesdexpensesp $72,445 QAQC - QuaRti, Asswayic .Qug�liy Grp oI RtG - RE-quIatOry SpeclaEtst PIC - Principal -In -Charge TM - Technlcal Manager PM - Project Manaaar rah - EmAronfnental Analyst BI0 - BEOlalosi galbwP -- GraphleslWonJ Procassing CUL - CUltur'AI Resource Soe5:1a: st ODC - Cuter Direct Cuts 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 City Council, boards and commissions, officers, agents, volunteers and employees. 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 two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Michael Baker International, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees 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, its City Council, boards and commissions, officers, agents, volunteers and employees 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. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Michael Baker International, Inc. Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. 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. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. 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. Michael Baker International, Inc. Page C-3 G. 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. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, 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. 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. Michael Baker International, Inc. Page C-4 Name Acc—I Nwnbe1 Add— slal,n Business Unfl(s) Pdnl Insured Iota FV00001dd8 Prue—ianal Smices hjre... A sf-i—I Bake Inlema6onal, Inc n FV00001]8 5 H.H- Cen4e Ddve. S." 500. Sant. Ana. CA 9?707 C—fly t. CemPead-.