AMENDMENT NO. SEVEN TO
PROFESSIONAL SERVICES AGREEMENT
WITH DOKKEN ENGINEERING FOR
SUPERIOR AVENUE OVERCROSSING AND PARKING LOT PROJECT FINAL
DESIGN AND ENGINEERING SERVICES
THIS AMENDMENT NO. SEVEN TO PROFESSIONAL SERVICES AGREEMENT (“Amendment No. Seven”) ismade and entered intoas of this9th day of December, 2025 (“EffectiveDate"), by and between the CITY OF NEWPORT BEACH, a California municipal corporationand chartercity(“City”),and DOKKEN ENGINEERING, a California corporation (“Consultant”),whose address is110 Blue Ravine Road, Suite 200, Folsom, CA 95630, and ismade with referenceto the following;
RECITALS
On November 19, 2019, Cityand Consultant entered intoa Professional Services Agreement (Contract No. C-8020-5) (“Agreement”) to provide finaldesign and engineering services for the Superior Avenue Overcrossing and Parking Lot (“Project”).
On January 14, 2020, the City adopted Resolution 2020-04 authorizing and approving the submittalof a funding application("Application")for an intersection capacity enhancement projectto the Orange County Transportation Authority (“OCTA”) forfunding under the Comprehensive TransportationFunding Program.
On May 11,2020, OCTA approved the City'sApplication,inwhich the Cityreceived funds to conduct environmental review and design servicesfor the West Coast Highway Widening and Pedestrian Bridge Project.
On August 25, 2020, Cityand Consultant entered intoAmendment No. One to the Agreement (“Amendment No. One”) to reflectadditionalServices to include the West Coast Highway Widening and Pedestrian Bridge Project (hereinafter collectivelyreferredto as the "Project")not included in the Agreement, and to increase the totalcompensation.
On March 22, 2022, Cityand Consultant entered intoAmendment No. Two to the Agreement (“Amendment No. Two”) to reflectadditionalServices related to the Superior Avenue portion of the Project not included in the Agreement, as amended, and to increase the totalcompensation.
On November 29, 2022, City and Consultant entered intoAmendment No. Three to the Agreement (“Amendment No. Three”) to reflectadditional Services related to projectupdates not included in the Agreement, as amended, to increase the totalcompensation, update Consultant’sProjectManager, amend the Ownership of Documents section,and amend the insurance requirements.
On December 21,2023, Cityand Consultant entered intoAmendment No. Four to the Agreement (“Amendment No. Four”)to reflectadditionalServices not included A.
B.
C.
D.
E.
F.
G.
Attachment B
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in the Agreement, as amended, to extend the term of the Agreement to November 19, 2024, to increase the total compensation, and to update Consultant’s Project Manager.
H. On July 23, 2024, City and Consultant entered into Amendment No. Five to the Agreement (“Amendment No. Five”) to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to December 31, 2025, and to increase the total compensation.
I. On March 17, 2025, City and Consultant entered into Amendment No. Six to the Agreement (“Amendment No. Six”) to reflect additional Services not included in the Agreement, as amended, and to amend the compensation.
J. The parties desire to enter into this Amendment No. Seven to extend the term of the Agreement to December 31, 2027, update the Notices Section, and update the insurance requirements.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the following: “The term of this Agreement shall commence on the Effective Date , and shall terminate on December 31, 2027, unless terminated earlier as set forth herein.”
2. INSURANCE
As of this Effective Date of this Amendment No. Seven, Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in the Agreement shall hereafter refer to Exhibit C attached hereto.
3. NOTICES
Section 26.3 of the Agreement is amended in its entirety and replaced with the following:
“26.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at:
Attn: John Klemunes
Dokken Engineering
110 Blue Ravine Road, Suite 200
Folsom, CA 95630”
4. INTEGRATED CONTRACT
Except as expressly modified herein, allother provisions,terms, and covenants set forthinthe Agreement shallremain unchanged and shall be in fullforce and effect. [SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAmendment No. Seven to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date:///7/2-5
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
By:By:. 12-C.
Aa(pn C. Harp
City Attorney
Joe Stapleton
Mayor
ATTEST:
Date:
CONSULTANT:
DOKKEN ENGINEERING, a California
corporation
Date:
By:, By:
Lena Shumway
City Clerk
John A. Klemunes Jr.
President
[END OF SIGNATURES]
Attachments: ExhibitC - Insurance Requirements
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EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
Provision of Insurance. Without limitingConsultant’s indemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain at itsown expense during the term of thisAgreement, policiesof insurance of the type and amounts described below and in a form satisfactoryto 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 existingcoverage.
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 latesteditionof Best’s Key Rating Guide, unless otherwise approved by the City’sRisk Manager.
Coverage Requirements.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance, statutory limits, and Employer’s Liability Insurance with limitsof at least one milliondollars ($1,000,000) each accident forbodilyinjuryby accident and each employee forbodilyinjuryby disease in accordance with the laws of the State of California,Section 3700 of the Labor Code.
1. 2.
3. A.
Consultant shall submit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavor of City,itsCityCouncil, boards and commissions, officers,agents, volunteers,employees and any person or entityowning or otherwise in legal control of the property upon which Consultant performs the Project and/or Services contemplated by this Agreement.
B. General LiabilityInsurance. Consultant shall maintain commercial general liabilityinsurance, and if necessary umbrella liabilityinsurance, with coverage at leastas broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two milliondollars($2,000,000) per occurrence, four milliondollars($4,000,000) general aggregate. The policy shall cover liabilityarising from premises, operations, personal and advertisinginjury,and liabilityassumed under an insured contract(including the tortliabilityof another assumed in a business contract).
Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage for allactivities of Consultant arising out of or in connection with Work to be performed under this C.
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Agreement, includingcoverage forany owned, hired,non-owned or rented vehicles, in an amount not less than one milliondollars ($1,000,000) combined singlelimiteach accident.
Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liabilityinsurance 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) inthe aggregate. Any policyinceptiondate, continuitydate, or retroactive date must be before the Effective Date of thisAgreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement.
D.
4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:
Waiver of Subrogation. All insurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against City,itsCityCouncil, boards and commissions, officers,agents, volunteers, employees and any person or entityowning or otherwise in legalcontrolof the property upon which Consultant performs the Project and/or Services contemplated by this Agreement or shall specificallyallow Consultant or others providinginsurance evidence incompliance with these requirements to waive theirrightof recovery priorto a loss.Consultant hereby waives its own rightof recovery against City,and shallrequiresimilarwrittenexpress waivers from each of its subconsultants.
A.
Additional Insured Status. All liabilitypoliciesincluding general liability, excess liability,pollutionliability,and automobile liability,ifrequired,but not includingprofessionalliability,shallprovide or be endorsed to provide that City,itsCityCouncil, boards and commissions, officers,agents, volunteers, employees and any person or entityowning or otherwise in legalcontrolof the property upon which Consultant performs the Projectand/or Services contemplated by thisAgreement shallbe included as insureds under such policies.
Primary and Non Contributory.Allliabilitycoverage shallapply on a primary basis and shallnot requirecontributionfrom any insurance or self-insurance maintained by City.
Notice of Cancellation.Allpoliciesshallprovide Citywith 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:
B.
C.
D.
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A. Evidence of Insurance. Consultant shallprovide certificatesof 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 specifiedhereinforeach coverage. Insurance certificates and endorsement must be approved by City’s Risk Manager prior to commencement of performance. Current certificationof insurance shall be kept on filewith City at alltimes during the term of thisAgreement. The certificatesand endorsements foreach insurance policyshallbe signed by a person authorized by thatinsurerto bind coverage on its behalf. At least fifteen(15) days priorto the expirationof any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shallbe filedwith the City. Ifsuch coverage is cancelled or reduced. Consultant shall,withinten (10) days afterreceiptof writtennotice of such cancellationor reductionof coverage, filewith 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 rightto require complete, certifiedcopies of all required insurance policies,at any time.
City’sRight to Revise Requirements. City reserves the rightat any time during the term of the Agreement to change the amounts and types of insurance required by givingConsultant 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.
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 willbe submitted to Cityfor review. Failure of Cityto request copies of such agreements willnot impose any liabilityon City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting allthe requirements stated herein,and Consultant shallensure that City is an additional insured on insurance requiredfrom subcontractors.ForCGL coverage, subcontractors shallprovide coverage with a format at leastas broad as CG 20 38 04 13.
Enforcement of Agreement Provisions.Consultant acknowledges and agrees that any actual or alleged failureon the part of City to inform Consultantof non-compliance with any requirement imposes no additional obligationson Citynor does itwaive any rightshereunder.
Reguirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitationon coverage, limitsor otherrequirements,or a waiver of any coverage normally provided by any insurance. Specificreference to a given coverage feature is for purposes of clarificationonly as itpertainsto a given issue and is not intended by any party or insured to be allinclusive,or to the exclusion of other coverage, or a waiver of any type. Ifthe Consultant maintains higher limitsthan the minimums shown above, the City requires and shall be B.
C.
D.
E.
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entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsurance proceeds in excess of the specifiedminimum limits of insurance and coverage shallbe availableto the City.
Self-insuredRetentions. Any self-insuredretentionsmust be declared to and approved by City.City reserves the rightto requirethat self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance willnot be considered to comply with these requirements unless approved by City.
City Remedies for Non-Compliance. IfConsultant or any subconsultant fails to provide and maintain insurance as required herein,then City shallhave the rightbut not the obligation,to purchase such insurance, to terminate this Agreement, or to suspend Consultant’s right to proceed until proper evidence of insurance isprovided. Any amounts paid by Cityshall,at City’s sole option,be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand.
F.
G.
H. Timely Notice of Claims. Consultant shallgive Cityprompt 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 liabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(but not the duty) to monitor the handling of any such claim or claims ifthey are likelyto involve City.
Consultant’s Insurance. Consultant shallalso procure and maintain, at its own cost and expense, any additionalkinds of insurance, which in its own judgment may be necessary foritsproper protectionand prosecution of the Work.
I.
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