AMENDMENT NO. TWO TO
MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH BRIGHTVIEW LANDSCAPE SERVICES, INC. FOR
LANDSCAPE MAINTENANCE OF MEDIANS AND ROADSIDES
THIS AMENDMENT NO. TWO TO MAINTENANCE/REPAIR SERVICES
AGREEMENT (“Amendment No. Two”) ismade and entered intoas of this13th day of January, 2026 (“EffectiveDate”), by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporationand chartercity(“City”),and BRIGHTVIEW LANDSCAPE SERVICES, INC., a Californiacorporation(“Contractor”),whose address is California corporation,and ismade with referenceto the following:
RECITALS
A. On December 1, 2020, City and Contractor entered intoa Maintenance/Repair Services Agreement (Contract No. C-8651-1) (“Agreement”) to perform annual landscape maintenance services of City medians and roadsides (“Project”).
On June 27, 2023, City and Contractor entered intoAmendment No. One to the Agreement (“Amendment No. One”) to increase the totalcompensation available for fixed services to reflect the addition of an Enhanced Landscape Maintenance Lead Worker including corresponding fuel sub-charges for a pick-up truck and work equipment, and to increase the total compensation available for on-call services due to an increase in work volume that was not anticipated at the time the partiesentered intothe Agreement.
The parties desire to enter into thisAmendment No. Two to increase the total compensation availablefor on-callservices to satisfypayment for services to be performed, update the Contractor’sprojectmanager, update the Notices section, and update the insurance requirements.
B.
C.
NOW, THEREFORE, itismutually agreed by and between the undersigned parties as follows:
1. COMPENSATION TO CONTRACTOR
Section 4.1.2 of the Agreement is amended in itsentiretyand replaced with the following:
“4.1.2 Contractor’s compensation for all On-Call Services performed in accordance with thisAgreement, includingallreimbursable items, shall not exceed Six Million Three Hundred Eighty Thousand Sixty Eight Doliars and 00/100 ($6,380,068.00),withoutpriorwrittenamendment tothe Agreement.” Attachment A
Section4.1.3of the Agreement isamended initsentiretyand replaced with the following:
“4.1.3Contractor’scompensation for allServices performed in accordance with thisAgreement, includingallfixedand on-callServices and allreimbursable items, shall not exceed a grand totalamount of Twenty One Million Two Hundred Forty Nine Thousand Seven Hundred Sixty Dollarsand 00/100 ($21,249,760.00), without prior writtenamendment to the Agreement.”
The totalamended compensation reflectsContractor’scompensation for Services to be performed in accordance with thisAmendment No. Two, includingallreimbursable items and subconsultant fees, in an amount not to exceed Two Million Dollars and 00/100 ($2,000,000.00).
2. PROJECT MANAGER
Section 5.1 of the Agreement is amended in itsentiretyand replaced with the following:
“5.1 Contractor shalldesignate a ProjectManager, who shall coordinate all phases of the Project.This ProjectManager shallbe available to City at allreasonable times during the Agreement term. Contractorhas designated Adrian Bolanos to be its ProjectManager. Contractorshallnot remove or reassign the Project Manager or any personnel listedin ExhibitA or assign any new or replacement personnel to the Project without the priorwrittenconsent of City.City’sapproval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel.”
3. NOTICES
Section 26.3 of the Agreement is amended in itsentiretyand replaced with the following:
“26.3 Allnotices,demands, requests or approvals from Cityto Contractor shallbe addressed to Contractor at:
Attn: Adrian Bolanos
BrightView Landscape Services, Inc.
1960 South Yale Street
Santa Ana, CA 92704”
4. INSURANCE
As of this Effective Date of this Amendment No. Two, Exhibit H of the Agreement shall be deleted in its entirety and replaced with Exhibit H, attached hereto and incorporated herein by reference.Any reference to Exhibit H in the Agreement shall hereafter refer to Exhibit H attached hereto.
5. 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]
IN WITNESS WHEREOF, the partieshave caused thisAmendment No. Two to be executed on the dates written below.
APPROVED AS TO FORM;
CITY ATTORNEY’S OFFICE
Date:f2^<ye.^
ronC. Harp
y Attorney
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
By:_ By:
Lauren Kleiman
Mayor
ATTEST:
Date:
CONTRACTOR: BRIGHTVIEW
LANDSCAPE SERVICES, INC., a
Californiacorporation
Date:
By: By:
Lena Shumway
City Clerk
Rene Rivera
Vice President and General Manager
[END OF SIGNATURES]
Attachments: Exhibit H - Insurance Requirements
EXHIBIT H
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.
1. 2. Acceptable Insurers. All insurance policiesshall 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’s Risk Manager.
Coverage Requirements.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 for bodily injuryby 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 shall submit 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, employees, and any person or entityowning or otherwise in legalcontrolof the property upon which Contractor performs the Project and/or Services contemplated by thisAgreement.
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 insuredcontract(including the tort liabilityof another assumed in a business contract).
B.
Contractor shall maintain automobileAutomobile Liability Insurance, insurance at least as broad as Insurance Services Office form CA 00 01 covering bodilyinjuryand propertydamage forallactivities of Contractor C.
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arisingout 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 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 property damage liabilitycoverage at least as broad as the primary coverages set forthabove. Such policyor policies shall include the following terms and conditions:
D.
A drop down featurerequiringthe policyto respond in the event that any primary insurance limitsare exhausted by paid claims; Pay on behalf of wording as opposed to reimbursement;
Concurrency of effectivedates with primary policies;
Policiesshall“followform” to the underlyingprimary policies;and Insureds under primary policiesshall also be insureds under the umbrella or excess policies.
4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain, the following provisions;
A. Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City,itsCity Council, boards and commissions, officers,agents, volunteers, employees, and any person or entityowning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their rightof recovery prior to a loss.
Contractor hereby waives itsown rightof recovery against City,and shall require similarwritten express waivers from each of its subcontractors.
Additional Insured Status. All liabilitypolicies including general 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, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement shall be included as insureds under such policies.
B.
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c. Primary and Non Contributory. All liabilitycoyerage 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 isrequired)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. Contractor shall provide 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 advance written notice of such change. If such 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 into contracts with on behalf of City willbe submitted to City for review.
Failureof Cityto 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.
B.
C.
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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.
Requirements 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-insured retentions 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.
City Remedies for Non-Compliance. If Contractor 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’s sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand.
G.
Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under 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.
H.
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.
I.
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