AMENDMENT NO. ONE TO
ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH VORTEX SERVICES, LLC FOR
ON-CALL PIPE LINING SERVICES
THIS AMENDMENT NO. ONE TO ON-CALL MAINTENANCE/REPAIR
SERVICES AGREEMENT (“Amendment No. One”) is made and entered into as of this 13th day of January, 2026 (“EffectiveDate”),by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city (“City”),and VORTEX SERVICES, LLC, a Delaware limitedliabilitycompany (“Contractor”),whose address Is 18150 ImperialValley Drive, Houston, Texas 77060, and is made with reference to the following:
RECITALS
On June 13, 2023, City and Sancon Technologies, Inc.entered into an On-Call Maintenance/Repair Services Agreement (Contract No. C-8558-2) (“Agreement”) to perform on-callmaintenance and/or repairservices for City(“Project”).
A.
B. On April8, 2025, City,Sancon Technologies, Inc.,and Contractor entered into an Assignment Agreement (Contract No.C-8558-3) to assign the rights under the Agreement from Sancon Technologies, Inc.to Contractors perform allobligations as of the effectivedate. The Agreement continued with the City and Contractor as the new parties.
C. Since entering into the Agreement, Contractor was asked to perform a higher volume of Work than was originallyanticipated.
D. The parties desire to enter into this Amendment No. One to increase the total compensation, update the Notices section, and update the insurance requirements.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. COMPENSATION TO CONTRACTOR
Section 4.1 of the Agreement is amended in itsentiretyand replaced with the following:“City shallpay Contractor forthe Services on a time and expense not-to-exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of BillingRates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shallbe made during the term of this Agreement without the prior written approval of City. Contractor’s compensation forallServices performed inaccordance with thisAgreement, includingall reimbursable items, shall not exceed One Million Five Hundred Thousand Dollars and 00/100 ($1,500,000),withoutpriorwrittenauthorizationfrom City.” The totalamended compensation reflectsConsultant’s additionalcompensation for additionalServices to be performed in accordance with this Amendment No. One, VORTEX SERVICES, LLC Page 1
Attachment A
including allreimbursable items and subconsultant fees, in an amount not to exceed Seven Hundred FiftyThousand Dollars and 00/100 ($750,000).
2. NOTICES
Section 25.3 of the Agreement isamended in itsentiretyand replaced with the following;
“25.3 Allnotices,demands, requests or approvals from City to Contractor shall be addressed to Contractor at:
Attn: Ryan Helmuth
Vortex Services, LLC
18150 ImperialValley Drive
Houston, TX 77060”
3. INSURANCE
As of the Effective Date of thisAmendment No. One, ExhibitC 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.
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. One to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date:
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
By:_
A^on C. Harp fi
City Attorney
By:c.
Lauren Kleinman
Mayor
-1I T.S
ATTEST:
Date:
CONTRACTOR: VORTEX SERVICES,
LLC, a Delaware limitedliabilitycompany
Date:
By: By:
Lena Shumway
City Clerk
Michael Vellano
President and Chief Executive Officer
[END OF SIGNATURES]
Attachments: ExhibitC - Insurance Requirements
VORTEX SERVICES, LLC Page 3
EXHIBIT C
INSURANCE REQUIREMENTS - MAINTENANCE/REPAIR/JANITORIAL SERVICES Provision of Insurance. Without limitingContractor’s indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at itsown expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. IfContractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor 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 FinancialSize 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.
1. 2.
3. A. Workers’ Compensation Insurance. Contractor 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 for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code.
Contractor shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement in favor of City,its City Council, boards and commissions, officers,agents, volunteers and employees.
General Liability Insurance. Contractor shall maintain commercial general liabilityinsurance and, ifnecessary, umbrella liabilityinsurance, with coverage at leastas 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 milliondollars($4,000,000) general aggregate. The policy shall cover liabilityarising from premises, operations, products-completed operations, personal and advertising injury,and liabilityassumed under an insured contract (includingthe tort liabilityof another assumed in a business contract).
B.
C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage for allactivities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or VORTEX SERVICES, LLC Page 4
rented vehicles, in an amount not less than one million dollars ($1,000,000) combined singlelimiteach accident.
Umbrella or Excess Liability Insurance. Contractor shall obtain and maintain an umbrella or excess liabilityinsurance policy with limitsof not less than one milliondollars($1,000,000) thatwillprovide bodily injury, personal injuryand propertydamage liabilitycoverage at least as broad as the primary coverages set forthabove. Such policyor policies shall include the following terms and conditions:
• A drop down featurerequiringthe policyto respond in the event that any primary insurance limitsare exhausted by paid claims; D.
Pay on behalf of wording as opposed to reimbursement;
• Concurrency of effectivedates withprimarypolicies;
• Policiesshall“followform”tothe underlyingprimarypolicies;and • Insureds under primary policiesshallalso be insureds under the umbrella or excess policies.
Pollution LiabilityInsurance. If required. Contractor shall maintain a policy providing contractor’spollutionliability(“CPL”) coverage with a totallimitof liabilityof no less than one milliondollars($1,000,000) per loss and two milliondollars($2,000,000) in the aggregate per policy period. Claims-made policies require a 5-year extended reporting period. The CPL policyshallinclude coverage for cleanup costs, third- party bodily injury and property damage, including loss of use of damaged property or of property that has not been physicallyinjured or destroyed, resulting from pollution conditions caused by contracting operations. Coverage as required in this paragraph shall apply to sudden and non-sudden pollutionconditions resultingfrom the escape or release of smoke, vapors, fumes, acids, alkalis,toxic chemicals, liquids,or gases, waste materials, or other irritants,contaminants, or pollutants.The CPL shallalso provide coverage fortransportation and off-Sitedisposal of materials. The policyshallnot contain any provision or exclusion (includingany so-called “insured versus insured” exclusion or “cross-liability”exclusion) the effectof which would be to prevent, bar, or otherwise preclude any insured or additionalinsured under the policy from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy.
Other Insurance Requirements. The policiesare to contain,or be endorsed to contain, the following provisions:
Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation E.
4. A.
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against City,itsCity Council, boards and commissions, officers,agents, volunteers and employees or shallspecificallyallow Contractor or others providing insurance evidence in compliance with these requirements to waive theirrightof recovery priorto a loss. Contractor hereby waives itsown rightof recovery against City,and shall require similar written express waivers from each of itssubcontractors.
B. Additional Insured Status. Allliabilitypoliciesincludinggeneral liability, products and completed operations, excess liability,pollution liability, and automobile liability,If required, shall provide or be endorsed to provide that City, itsCity Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liabilitycoverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City.
Notice of Cancellation. Ail policies shall provide City with thirty(30) calendar days notice of cancellation(except for nonpayment for which ten (10) calendar days notice isrequired)or nonrenewal of coverage for each required coverage.
Additional Agreements Between the Parties. The partieshereby agree to the following;
D.
5. A. Evidence of Insurance. Contractor 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 specified herein for each coverage.
Insurance certificatesand endorsement must be approved by City’sRisk Manager priorto commencement of performance. Current certification of insurance shallbe kept on filewith City at alltimes during the term of this Agreement. The certificatesand endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on itsbehalf. At least fifteen(15) days priorto the expiration of any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shall be filedwith the City. If such coverage is cancelled or reduced, Contractor shall,within ten (10) days after receipt of written notice of such cancellation or reduction of 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 right to require complete, certifiedcopies of allrequired insurance policies, at any time.
City’s Right 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 giving Contractor sixty (60) calendar days B.
advance written notice of such change. Ifsuch change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor’s compensation.
Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters intocontracts with on behalf of City willbe submitted to City for review.
Failureof City to request copies of such agreements willnot impose any liabilityon City,or itsemployees. Contractor shallrequire and verifythat all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13.
C.
D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failureon the part of City to inform Contractor of non-compliance with any requirement imposes no additionalobligationson City nor does itwaive any rights hereunder.
Reguirements not Limiting.Requirements of specificcoverage 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 clarificationonly as itpertains to a given issue and isnot intended by any party or insured to be allinclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Contractor maintains higher limitsthan the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limitsof insurance and coverage shall be available to the City.
E.
F. Self-insured Retentions. Any self-insuredretentions must be declared to and approved by City. City reserves the rightto require that 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.
G. City Remedies for Non-Compliance. IfContractor or any subcontractor failsto 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 Contractor’s right to proceed untilproper evidence of insurance is provided. Any amounts paid by City shall,at City’ssole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand.
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 H.
Contractor’s performance under thisAgreement, and that involve or may involve coverage under any of the required liabilitypolicies. City assumes no obligation or 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.
Contractor’s Insurance. Contractor shall also procure and maintain, at itsown 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.