PROFESSIONAL SERVICES AGREEMENT
WITH X ENGINEERING & CONSULTING FOR
AD 124 ALLEY RESTORATION DESIGN SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered intoas ofthis12th day of May, 2026 ("EffectiveDate"),by and between the CITY OF NEWPORT BEACH, a Californiamunicipalcorporationand chartercity("City"),and X ENGINEERING & CONSULTING, a Californiacorporation("Consultant"),whose address is 6 Hutton Centre Drive, Suite 650, Santa Ana, CA 92707, and is made with referenceto the following:
RECITALS
A. City isa municipalcorporationduly organized and validlyexistingunder the laws ofthe StateofCaliforniawiththe power to carryon itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant for the AD 124 Alley Restoration Project including,but not limitedto,research and data collection,utilitycoordination,field surveying services, base mapping, construction documents, and project management, coordination,and meetings. ("Project").
C. Consultantpossesses the skill,experience,ability,background, certificationand knowledge to providethe professionalservicesdescribed inthisAgreement.
D. City has solicitedand received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retainConsultant to render professionalservices under the terms and conditions set forthinthisAgreement.
NOW, THEREFORE, itismutuallyagreed by and between the undersigned parties as follows:
1. TERM
The term of this Agreement shall commence on the EffectiveDate, and shall terminate on December 31, 2027, unless terminated earlieras set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligentlyperform allthe services described in the Scope of Services attached hereto as ExhibitA and incorporatedherein by reference ("Services" or "Work"). City may electto delete certainServices withinthe Scope of Services at its sole discretion.
Attachment B
3. TIME OF PERFORMANCE
3.1 Time isof the essence inthe performance of Services under thisAgreement and Consultant shallperform the Services in accordance with the schedule included in ExhibitA. In the absence of a specificschedule, the Services shall be performed to completion ina diligentand timelymanner. The failureby Consultant to strictlyadhere to the schedule set forthin ExhibitA, ifany, or perform the Services ina diligentand timely manner may resultinterminationof thisAgreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant'sreasonable control. However, in the case of any such delay inthe Services to be provided forthe Project,each party hereby agrees to provide noticewithintwo (2)calendar days of the occurrence causing the delay to the other party so thatalldelays can be addressed.
3.3 Consultant shallsubmit allrequests forextensions of time for performance in writingto the Project Administrator as defined herein not laterthan ten (10) calendar days afterthe startof the conditionthat purportedly causes a delay. The Project Administratorshallreview allsuch requests and may grant reasonable time extensions forunforeseeable delays thatare beyond Consultant'scontrol.
3.4 For all time periods not specificallyset 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 shallpay Consultant forthe Services on a time and expense not-to- exceed basis inaccordance with the provisionsof thisSection and the Schedule of Billing Rates attached hereto as ExhibitB and incorporated herein by reference. Consultant's compensation for allWork performed in accordance with thisAgreement, includingall reimbursable items and subconsultant fees, shall not exceed Two Hundred Thirty-Two Thousand Seven Hundred Four Dollarsand 00/100 ($232,704.00),without priorwritten authorizationfrom City.No billingratechanges shallbe made during the term of this Agreement without the priorwrittenapproval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's billsshallinclude the name of the person who performed the Work, a briefdescriptionofthe Services performed and/or the speciifc task inthe Scope of Services to which itrelates,the date the Services were performed, the number of hours spent on allWork billedon an hourlybasis,and a descriptionof any reimbursable expenditures. City shallpay Consultant no laterthan thirty(30) calendar days afterapproval of the monthly invoiceby City staff.
4.3 Cityshallreimburse Consultantonlyforthose costsor expenses specifically identiifedin ExhibitB to thisAgreement or specificallyapproved inwritingin advance by City.
X ENGINEERING & CONSULTING Page 2
4.4 Consultant shallnot receiveany compensation for Extra Work performed withoutthe priorwrittenauthorizationof City. As used herein,"ExtraWork" means any Work thatisdetermined by Cityto be necessary forthe proper completion of the Project, but which is not includedwithinthe Scope of Services and which the partiesdid not reasonably anticipatewould be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shallbe paid in accordance with the Schedule of BillingRates as setforthinExhibitB.
5. PROJECT MANAGER
5.1 Consultant shalldesignate a ProjectManager, who shall coordinate all phases of the Project.This ProjectManager shallbe availableto City at allreasonable times during the Agreement term. Consultant has designated Henry Nguyen to be its ProjectManager. Consultantshallnot remove or reassignthe ProjectManager or any personnel listedin ExhibitA or assign any new or replacement personnel to the Project withoutthe priorwrittenconsent of City. City'sapproval shall not be unreasonably withheldwithrespectto the removal or assignment of non-key personnel.
5.2 Consultant,atthe sole discretionof City,shallremove from the Projectany of itspersonnel assigned to the performance of Services upon writtenrequest of City.
Consultantwarrants thatitwillcontinuouslyfurnishthe necessary personnel to complete the Projecton a timelybasisas contemplated by thisAgreement.
5.3 IfConsultant isperforming inspectionservicesforCity,the ProjectManager and any other assigned staffshallbe equipped with a cellularphone to communicate with Citystaff.The ProjectManager's cellularphone number shallbe provided to City.
6. ADMINISTRATION
This Agreement willbe administered by the Public Works Department. City's Directorof PublicWorks or designee shallbe the ProjectAdministratorand shallhave the authorityto act forCity under thisAgreement. The ProjectAdministrator shallrepresent Cityinallmatters pertainingto the Services to be rendered pursuant to thisAgreement.
7. CITY'S RESPONSIBILITIES
To assistConsultant inthe execution of itsresponsibilitiesunder thisAgreement, Cityagrees to provide access to and upon request of Consultant,one copy of allexisting relevantinformationon fileat City. Citywillprovide allsuch materialsina timelymanner so as nottocause delaysinConsultant'sWork schedule.
8. STANDARD OF CARE
8.1 Allof the Services shallbe performed by Consultant or under Consultant's supervision. Consultant represents that itpossesses the professionaland technical personnel required to perform the Services required by thisAgreement, and thatitwill perform allServices ina manner commensurate with community professionalstandards and with the ordinarydegree of skilland care thatwould be used by other reasonably X ENGINEERING & CONSULTING Page 3
competent practitionersof the same disciplineunder similarcircumstances. AllServices shallbe performed by qualifiedand experienced personnelwho are not employed by City.
By deliveryof completed Work, Consultant certifiesthat the Work conforms to the requirements of thisAgreement, allapplicablefederal,stateand locallaws, and legally recognized professionalstandards.
8.2 Consultantrepresentsand warrantstoCitythatithas, shallobtain,and shall keep in fullforce and effectduring the term hereof, at itssole cost and expense, all licenses,permits,qualifications,insurance and approvals of whatsoever nature that is legallyrequiredof Consultant to practiceitsprofession.Consultant shallmaintain a City of Newport Beach business licenseduringthe term ofthisAgreement.
8.3 Consultant shallnot be responsiblefor delay, nor shall Consultant be responsiblefordamages or be indefaultor deemed to be indefaultby reason of strikes, lockouts, accidents, acts of God, or the failureof Cityto furnishtimelyinformationor to approve or disapproveConsultant'sWork promptly,or delay or faultyperformance by City,contractors,or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullestextent permitted by law, Consultant shallindemnify, defend and hold harmless City,itsCity Council, boards and commissions, officers,agents, volunteersand employees (collectively,the "IndemnifiedParties"),from and against any and allclaims (including,without limitation,claims for bodilyinjury,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"),and which relate(directlyor indirectly)to the negligence, recklessness, or willfulmisconduct of th. Consultant or itsprincipals,officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directlyor indirectlyby any of them or forwhose acts they may be liable,or any or all of them.
9.2 Notwithstanding the foregoing,nothing herein shallbe construed to require Consultant to indemnify the Indemnified Parties from any Claim arisingfrom the sole negligence,activenegligence or willfulmisconduct of the Indemnified Parties.Nothing in thisindemnity shallbe construed as authorizingany award of attorneys'fees inany action on or to enforce the terms of thisAgreement. This indemnity shallapply to allclaims and liabilityregardless of whether any insurance policiesare applicable. The policylimitsdo not act as a limitationupon the amount of indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
Itis understood that City retainsConsultant on an independent contractorbasis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the controlof Consultant, except to the extent they are X ENGINEERING & CONSULTING Page 4
limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civil service statusor other rightof employment shallaccrue to Consultant or itsemployees.
Nothing inthisAgreement shallbe deemed to constituteapproval forConsultant or any ofConsultant'semployees oragents,tobe theagentsor employees of City. Consultant shall have the responsibilityfor and control over the means of performing the Work, provided thatConsultant isin compliance with the terms of thisAgreement. Anything in thisAgreement thatmay appear to giveCitythe rightto directConsultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean onlythatConsultantshallfollowthe desiresof Citywith respect to the resultsof the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fullywith City's designated ProjectAdministratorand any other agencies that may have jurisdictionor interestinthe Work to be performed. Cityagrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shalldiscuss and review allmatters relatingto policy and Project directionwith City'sProjectAdministratorinadvance of allcriticaldecision pointsinorder to ensure the Projectproceeds ina manner consistentwith Citygoals 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,activitiesperformed and planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limitingConsultant's indemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain atitsown expense duringtheterm ofthisAgreement or forother periods as specifiedinthisAgreement, policiesofinsurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as ExhibitC, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specificallyauthorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out withoutthe priorwrittenapproval of City.Any of the followingshallbe construed as an assignment: The sale,assignment, transferor other dispositionof any of the issued and outstanding capitalstock of Consultant,or of the interestof any general partnerorjointventureror syndicatemember or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shall resultin changing the controlof Consultant. Control means fiftypercent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation,partnershiporjoint-venture.
X ENGINEERING & CONSULTING Page 5
16. SUBCONTRACTING
The subcontractors authorized by City,ifany, to perform Work on thisProject are identifiedin ExhibitA. Consultant shall be fullyresponsible to City for allacts and omissions of any subcontractor. Nothing inthisAgreement shallcreate any contractual relationshipbetween City and any subcontractor nor shallitcreate any obligationon the partof Cityto 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 establishinga duty of care between the subcontractor and City. Except as specificallyauthorized herein, the Services to be provided under thisAgreement shall not be otherwise assigned, transferred,contracted or subcontracted out without the priorwrittenapproval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report,draft,map, record,plan,document and other writing produced, including but not limitedto, websites, blogs, social media accounts and applications(hereinafter"Documents"), prepared or caused to be prepared by Consultant, itsofficers,employees, agents and subcontractors, in the course of implementing this Agreement, shallbecome the exclusive property of City,and City shallhave the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally,allmaterial posted in cyberspace by Consultant, itsofficers, employees, agents and subcontractors, in the course of implementing thisAgreement, shallbecome the exclusive property of City,and Cityshallhave the sole rightto use such materials in itsdiscretionwithout furthercompensation to Consultant or any other party.
Consultant shall,at Consultant's expense, provide such Documents, includingalllogins and password informationto City upon priorwrittenrequest.
17.2 Documents, includingdrawings and specifications,prepared by Consultant pursuant to thisAgreement are not intended or represented to be suitablefor reuse by City or others on any other project.Any use of completed Documents forother projects and any use of incomplete Documents without specific written authorizationfrom Consultant willbe at City'ssole riskand without liabilityto Consultant. Further,any and allliabilityarisingout of changes made to Consultant'sdeliverablesunder thisAgreement by Cityor persons other than Consultant iswaived against Consultant,and Cityassumes fullresponsibilityforsuch changes unless Cityhas given Consultant priornoticeand has received from Consultant writtenconsent forsuch changes.
17.3 Computer Aided Design and Drafting("CADD") data deliveredto Cityshall includethe professionalstamp of the engineer or architectincharge of or responsiblefor the Work. City agrees that Consultant shallnot be liablefor claims, liabilitiesor losses arisingout of, or connected with (a) the modificationor misuse by City,or anyone authorized by City,of CADD data; or (b) any use by City,or anyone authorized by City, of CADD data foradditionsto thisProject,forthe completion of thisProjectby others,or forany other Project,excepting only such use as isauthorized,inwriting,by Consultant.
By acceptance of CADD data, City agrees to indemnify Consultant for damages and liabilityresultingfrom the modificationor misuse ofsuch CADD data. Alloriginaldrawings X ENGINEERING & CONSULTING Page 6
shallbe submitted to Cityinthe versionof AutoCAD used by the City in .dwg fileformat, and should comply withthe City'sdigitalsubmission requirements forimprovement plans availablefrom the City'sPublicWorks Department.
17.4 All improvement and/or construction plans shall be plotted on standard twenty-fourinch (24")by thirty-sixinch (36")paper size.Consultant shallprovide to City digital'As-Built'drawings in both AutoCAD and Adobe PDF fileformat withinthirty(30) days afterfinalizationof the Project.
18. OPINION OF COST
Any opinion of the constructioncost prepared by Consultant represents the Consultant'sjudgment as a design professionaland issuppliedforthe general guidance of City. Since Consultant has no controlover the cost of labor and material, or over competitive bidding or market conditions,Consultant does not guarantee the accuracy of such opinions as compared to Consultant or contractorbids or actualcost to City.
19. CONFIDENTIALITY
All Documents, including drafts,preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shallbe kept confidential unless Cityexpresslyauthorizesinwritingthe releaseof information.
20. INTELLECTUAL PROPERTY INDEMNITY
Consultant shalldefend and indemnify City,itsagents, officers,representatives and employees against any and allliability,includingcosts,for infringementor alleged infringementof any United States'letterspatent,trademark, or copyright,includingcosts, contained inConsultant'sDocuments provided under thisAgreement.
21. RECORDS
Consultant shallkeep records and invoicesin 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, expendituresand disbursements charged to City,fora minimum periodofthree (3)years, or for any longer period required by law, from the date of finalpayment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shallallow a representativeof Cityto examine, auditand make transcriptsor copies of such records and invoicesduring regularbusiness hours. Consultant shallallow inspection of all Work, data, Documents, proceedings and activitiesrelated to the Agreement for a period of three (3) years from the date of finalpayment to Consultant under thisAgreement.
22. WITHHOLDINGS
Citymay withhold payment to Consultant of any disputed sums untilsatisfactionof the dispute with respect to such payment. Such withholdingshall not be deemed to X ENGINEERING & CONSULTING Page 7
constitutea failureto pay accordingto the terms of thisAgreement. Consultant shallnot discontinueWork as a resultof such withholding.Consultantshallhave an immediate rightto appeal to the CityManager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rateof return thatCityearned on itsinvestmentsduringthe time period,from the date ofwithholdingof any amounts found to have been improperlywithheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperienceof Consultantwhich resultinexpense to Citygreaterthan what would have resulted ifthere were not errors or omissions in the Work accomplished by Consultant, the additionaldesign, construction and/or restorationexpense shall be borne by Consultant. Nothing inthisSection isintended to limitCity'srightsunder the law or any other sectionsof thisAgreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
Cityreservesthe rightto employ otherConsultants inconnection with the Project.
25. CONFLICTS OF INTEREST
25.1 Consultant or itsemployees may be subject to the provisions of the CaliforniaPoliticalReform Act of 1974 (the"Act")and/or Government Code §§ 1090 et sea., which (1) require such persons to disclose any financialinterestthat may foreseeablybe materiallyaffectedby the Work performed under thisAgreement, and (2) prohibitsuch persons from making, or participatingin making, decisions that will foreseeablyfinanciallyaffectsuch interest.
25.2 IfsubjecttotheAct and/orGovernment Code §§ 1090 et seq., Consultant shallconform to allrequirements therein. Failureto do so constitutes a material breach and isgrounds for immediate terminationof thisAgreement by City. Consultant shall indemnify and hold harmless City for any and allclaims for damages resultingfrom Consultant's violation of this Section.
26. NOTICES
26.1 All notices,demands, requests or approvals, includingany change in mailingaddress, to be given under the terms of thisAgreement shallbe given inwriting, and conclusivelyshall be deemed served when delivered personally,or on the third business day afterthe depositthereofinthe United States mail,postage prepaid,first- class mail,addressed as hereinafterprovided.
26.2 All notices,demands, requests or approvals from Consultant to City shall be addressed to Cityat:
X ENGINEERING & CONSULTING Page 8
Attn: Director of Public Works
PublicWorks Department
Cityof Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
26.3 Allnotices,demands, requestsor approvalsfrom City to Consultant shall be addressed to Consultant at:
Attn: Puneet Comar
X Engineering& Consulting
6 Hutton Centre Drive,Suite 650
Santa Ana, CA 92707
27. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequestforpayment under thisAgreement, ConsultantshallsubmittoCity,inwriting, allclaims for compensation under or arisingout of thisAgreement. Consultant's acceptance ofthe finalpayment shallconstitutea waiver of allclaims forcompensation under or arisingout of thisAgreement except those previously made in writingand identifiedby Consultantinwritingas unsettledatthe time of itsfinalrequest forpayment.
Consultantand Cityexpresslyagree thatinadditionto any claims filingrequirements set forthinthe Agreement, Consultantshallbe requiredto fileany claim Consultant may have against City in strictconformance with the Government Claims Act (Government Code sections 900 et seq.).
28. TERMINATION
28.1 Inthe event thateitherpartyfailsor refusesto perform any ofthe provisions ofthisAgreement atthe time and inthe manner required,that party shallbe deemed in defaultinthe performance of thisAgreement. Ifsuch defaultisnot cured withina period of two (2)calendardays, or ifmore than two (2)calendardays are reasonably required to cure the defaultand the defaultingparty failsto give adequate assurance of due performance within two (2) calendar days afterreceiptof written notice of default, specifyingthe nature of such defaultand the steps necessary to cure such default,and thereafterdiligentlytake steps to cure the default,the non-defaultingpartymay terminate the Agreement forthwithby givingtothe defaultingparty writtennoticethereof.
28.2 Notwithstandingthe above provisions,Cityshallhave the right,at itssole and absolutediscretionand withoutcause, ofterminatingthisAgreement at any time by giving no less than seven (7) calendar days' priorwritten notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorilyperformed and costsincurredup tothe effectivedate of terminationforwhich Consultant has not been previouslypaid. On the effectivedate of termination,Consultant shall deliver to City all reports, Documents and other information developed or accumulated inthe performance of thisAgreement, whether in draftor finalform.
X ENGINEERING & CONSULTING Page 9
29. STANDARD PROVISIONS
29.1 Recitals.Cityand Consultantacknowledge thatthe above Recitals are true and correctand are hereby incorporatedby referenceintothisAgreement.
29.2 Compliance with allLaws. Consultantshall,at itsown cost and expense, comply with allstatutes,ordinances,regulationsand requirements of allgovernmental entities,includingfederal,state,county or municipal,whether now in force or hereinafter enacted. In addition,allWork prepared by Consultantshallconform to applicableCity, county,stateand federallaws,rules,regulationsand permitrequirementsand be subject to approvalofthe ProjectAdministratorand City.
29.3 Waiver. A waiver by eitherpartyof 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 conditioncontained herein, whether of the same or a different character.
29.4 IntegratedContract. This Agreement representsthe fulland complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminarynegotiationsand agreements ofwhatsoever kindor natureare merged herein.
No verbalagreement or impliedcovenant shallbe held to vary the provisions herein.
29.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistenciesbetween thisAgreement and the Scope of Services or any other attachments attachedhereto,the terms ofthisAgreement shallgovern.
29.6 Interpretation.The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or againsteitherpartyby reason of the authorshipof the Agreement or any other ruleof constructionwhich might otherwise apply.
29.7 Amendments. This Agreement may be modified or amended only by a writtendocument executed by both Consultantand Cityand approved as to form by the CityAttorney.
29.8 Severability.Ifany term or portionofthisAgreement is held to be invalid, illegal,or otherwise unenforceable by a courtof competent jurisdiction,the remaining provisionsof thisAgreement shallcontinue infullforce and effect.
29.9 Controlling Law and Venue. The laws of the State of Californiashallgovern thisAgreement and allmatters relatingto itand any action brought relatingto this Agreement shallbe adjudicatedin a courtof competent jurisdictionin the County of Orange, State of California.
29.10 Equal OpportunityEmployment. Consultant representsthat itisan equal opportunity employer and itshallnot discriminateagainst any subcontractor,employee or applicantfor employment because race, religiouscreed, color, national origin, X ENGINEERING & CONSULTING Page 10
ancestry,physical handicap, medical condition,maritalstatus, sex, sexual orientation, age or any other impermissiblebasis under law.
29.11 No Attorneys'Fees. Inthe event ofany disputeor legalactionarisingunder thisAgreement, the prevailingpartyshallnot be entitledto attorneys'fees.
29.12 Counterparts. This Agreement may be executed in two (2) or more counterparts,each of which shallbe deemed an originaland allof which together shall constituteone (1)and the same instrument.
(SIGNATURES ON NEXT PAGE]
X ENGINEERING & CONSULTING Page 11
IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: oZ
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
By: C u
AaronC.Harp (_23 _CityAttorney
By:
Lauren Kleiman
Mayor
ATTEST:
Date:
CONSULTANT: X ENGINEERING &
CONSULTING, a Californiacorporation
Date:
By: By:
Puneet Comar
Chief Executive Officer and Chief
Lena Shumway
CityClerk
Financial Officer
[END OF SIGNATURES]
Attachments: ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
X ENGINEERING & CONSULTING Page 12
EXHIBIT
SCOPE OF SERVICES
X ENGINEERING & CONSULTING Page A-1
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive, Suite 650
Santa Ana, California 92707
949.522.7100 I xengineeringinc.com
Project Description
The Cityhas recentlyundergrounded overhead utilitylineswithin AD-124 within Balboa Island.The projectincludesimprovements to thirty(30)alleysin AD-124, and the restorationinvolves the use of portland cement concrete (PCC) pavement to match the existingalleys.During the utility undergrounding of AD-124, several propertiesadjacent to the trench work were impacted, requiringprivate work to restore improvements to theirpre-undergrounding condition. Typical private property restorationwillinclude alley setback pavement (5-foot maximum), garage approach, and similartype improvements. CollinsAvenue from Bay Front Alley North to Balboa Avenue willalsobe restoredwith the PCC pavement inresponse to waterline improvements inthe street.
The project limitsconsistof alleyseast of Agate Avenue, south of Bay FrontAlleyNorth,north of Bay Front AlleySouth and west of the Grand Canal. The alleysencompassed inthisproject are:
• 401-C
• 402-C
• 403-A to 403-C
• 404-A to 404-C
• 405-A to 405-C
• 406-A to 406-C
• 407-A to 407-C
• 408-A to 408-C
• 409-A to 409-C
• 410
• 411-A to 411-B
• 412-A to 412-B
• 413-A to 413-B
A totalof thirty-eight(38)driveway approaches willbe reconstructed, including those servingthe alleysfrontingBalboa Avenue and Park Avenue, as well as alley410 and 412-A approaches on Collins Avenue.
2. Assumptions
The Citywillprovide the followingitems to assistXEC in completing the services:
• Existingplans in Adobe (PDF) and AutoCAD format are available and applicable to the proposed project
• Design criteriaand standards that are available and applicable to the proposed project • Utilitymaps and atlasesreceived from utilityowners
• Sample contract documents from previous projectsforreference • Right-of-way lines,lotlines,and streetcenterlinesbased on CaliforniaCoordinate System (CCS83),1983 NAD and bearingestablishedbetween Orange County horizontalcontrol pointsin AutoCAD format
• Design topography based on NAVD 88 and eitherCounty or City benchmark in AutoCAD format
Proposal - AD 124 Alley Restoration
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive, Suite 650
Santa Ana, California 92707
949.522.7100 I xengineeringinc.com
3. Scope of Services
X Engineering & Consultingwillprovide the followingservices(collectively,the "Services")forthe purpose of plans,specificationsand estimates preparation for the AD 124 Alley Restoration project.
Task 1. Research and Data Collection
XEC willgather and review available information, such as preliminaryengineering reports,record drawings, and utilitymaps. As part of thistask,we willreview existingdocumentation available through the City'sGIS system and relevant information obtained through coordination with utility purveyors.
Task 2. UtilityCoordination
Citystaffwillsend out the firstutilityinformationrequest and willforward the utilitymaps and atlases along with an organized utilitycoordination matrix including utilitypurveyor contact information to XEC. XEC willidentifyapplicable utilitieswithin projectlimitson constructiondrawings. XEC will send out utilityverificationand/or relocation notices. Utilityadjustments and relocations willbe shown on constructiondrawings.
Task 3. FieldSurveying Services
The Citywillprovide the design survey inAutoCAD format that includes a Civil3DDIM surface. XEC willfieldverifythe completeness of the Citysurveyor'sdesign survey deliverable forfinaldesign purposes. Ifthe design survey isincomplete, XEC willcoordinate with the cityfortheirsurveyor to provide the supplemental design survey information.
Task 4. Base Mapping
XEC willprepare a base map using City of Newport Beach CAD standards per data collected in Task 1 above, utilitycoordination discussed in Task 2 above, and the data provided in Task 3 above. The City willprovide right-of-waylines,lotlinesand street centerlines in AutoCAD format to be used forthe base map. The base map willinclude,at a minimum, streetcenterlines,right- of-way lines,sidewalks, curbs, gutters,pavement striping,all topographic features such as streetlights,signs,trees,one-foot contour lines,and allexistingutilitylines.The base map willbe field-verifiedby XEC.
Task 5. Construction Documents
Construction Plans
Construction drawings willbe at a scale of 1 inch =20 feetunlessnoted otherwise below. Forclarity purposes, detailsmay be drawn at a largerscale.At a minimum, constructiondrawings willinclude a TitleSheet, Typical Sections, Plan and ProfileSheets, Details,and Signing and StripingPlans.
Signing and StripingPlans willbe at a scale of 1 inch = 100 feet.Drawings willbe prepared in AutoCAD Civil3D 2018 and willcomply with City CAD standards. Once the design has been completed, XEC willsubmit electronic filesof each submittal and finaldrawings in both AutoCAD and Adobe (PDF) format.
Proposal - AD 124 AlleyRestoration
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive, Suite 650
Santa Ana, California 92707
949.522.7100 Ixengineeringinc.com
Afterthoroughlyreviewingthe projectlimitsand scope ofwork, we have determined the following estimated sheet count forthe constructiondrawings:
Sheet Description Est. No. of Sheets
Title Sheet 1
Sheet Index Map 1
HorizontalControl Map 1
Typical Sections and Details 1
AlleyApproach Details(38) 3
Alley Restoration Plan and Profiles 29
Signingand StripingPlans 1
Total Sheet Count 37
Special Provisions
XEC willprepare Special Provisionsto the Standard Specifications for Public Works Construction (2015Edition)inMicrosoftWord. An electroniccopy (1)inMicrosoftWord format willbe submitted at the completion of design.Citystaffwillprovide a Special Provisionboilerplate.
Cost Estimate
XEC willprepare an itemizedcost estimate.Quantity calculation back-ups willalso be submitted with the costestimate.The costestimatewillbe prepared inMicrosoft Excel format. XEC willsubmit the construction cost estimate in Microsoft Excel format with itemized quantitiesper sheet.Thiswill be an Engineer's Estimate of Probable Cost and the contractor isresponsibleforpreparing their own constructioncost estimate fortheirpurposes. ThisEngineer's Estimate isintended to assistthe Cityinevaluating contractor bids.
Progress Submittals
Progress submittalsand/or meetings willbe required throughout the design process. Milestone submittals include:
• 60 Percent (60%) Design - Includespreliminarytitlesheet, base plan, and profilesheets, sketches of detailsand sections,preliminaryspecifications,and preliminaryquantitiesand cost estimates.
• 100 Percent (100%) Design - Includes finalplans, completed specifications,and final quantitiesand cost estimates.All60 percent design review comments willbe addressed at this time.
• FinalApproval Review - Includesfinalplans,specifications,and revised finalquantitiesand cost estimatesprepared and sealed by a California-licensedcivilengineer. All100 percent design review comments willbe addressed at thistime.
• Approval of Construction Documents - Includes signed and sealed originaldrawings, includingMylar titlesheet,and contract specifications.
Proposal - AD 124 Alley Restoration
\ XENGINEERING&CONSULTING,INC.6 Hutton Centre Drive, Suite 650 Santa Ana, California 92707
949.522.7100 I xengineeringinc.com
Task 6. ProjectManagement, Coordination& Meetings
XEC willmeet with City staffduring the design process to review and discuss progress and coordinate courses of action.Itisanticipatedthata maximum of three (3)design meetings will be required,inadditionto an initialprojectkick-offmeeting and project submittalmeetings at 60%, and 100% design submittals.
XEC willprovide project management and coordination between the City,XEC, and other project consultants.We willprepare meeting agenda and minutes,distributeprogressdocuments, and review information provided by other consultants.We willcompile and coordinate submittal documents and monitor and reporton the projectschedule, scope of work, and budgets. XEC willmaintain communications with the City relatingto development of the project design, technical issuesand decisions,and requests for information from other team members or agencies.
Excluded items:
• Record Drawing preparation
• Construction Support
• Design Topography
• Aerialmapping and orthophoto production
• Legal descriptionsand platsforpermanent and temporary acquisitions • Invert elevations of wet utilities
• Right-of-wayor property acquisitions
• Pre-Construction Corner Records
• Record of Survey
• Construction staking
• Research and review of easement deeds or titlereports • Plottingof easements
• Utilityrelocationdesign isnot required and isexcluded. • Utilitypotholing services
• TrafficSignal/TrafficControl Plans
• Relocation,removal, or design of any existingoverhead or underground dry utility systems (on- or off-site)affected by the proposed project improvements • Fieldidentificationof utilitylines/conflicts
• Utilitylocating services
• Plan check submittal,permit fees,and associated fees willbe the responsibilityof the City.
• Geotechnical engineering, landscape, lighting,and electricalengineering services • Water Quality Management Plan
• Storm Water Pollution Prevention Plan
• Construction Phasing Plan
• Preparation of cross-sections
• Plottingright-of-waylines,lotlinesand streetcenterlines Proposal - AD 124 Alley Restoration
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive, Suite 650
Santa Ana, California 92707
949.522.7100 I xengineeringinc.com
Project Schedule
We are committed to deliveringprojectson time and withinbudget. Our team provides early guidance on issuesthat may affectschedule or cost,and we remain flexibleinadapting our work plansas projectconditionschange. The followingpage outlinesour proposed project schedule and where we assume the deliverablesfrom the City'ssurveyor are completed.
Proposal - AD 124 Alley Restoration
\ ProjectName: AD-124 AlleyRestoration
Phase: Plans.Specificationsand Estimate
Project Schedule
Prepared by:
Henry N.
Date: 03/27/2026
Task Name Duration Start Finish 3rd Quarter
Jun Jut I Aug e 4th Quarter 1stQuarter 2nd Quarter
Oct I Nov Dec Jan I Feb Mar Apr60% Design
1--i
Kickoff Meeting
Fl
DesignMeeting
.
60% Design Submittal
Design Meeting
DesignMeeting
100% DesignSubmittal
Notice to Proceed 1 day Wed 7/1/26 Wed 7/1/26
0 days iTue 7/7/26 Tue 7/7/26
5 days Wed 7/8/26 ITue 7/14/26
35 wks Wed 7/8/26 Tue 3/9/27
3 wks Wed 7/15/26 Tue 8/4/26
1 day Wed 8/5/26 Wed 8/5/26
0 days Thu 8/6/26 Thu 8/6/26
8wks Fri8/7/26 Thu 10/1/26
2 wks Fri10/2/26 Thu 10/15/26
2 wks Fri10/16/26 Thu 10/29/26
l wk Fri10/16/26 Thu 10/22/26
0 days .Thu 10/22/26 Thu 10/22/26
3 wks Fri10/23/26 Thu 11/12/26
KickoffMeeting
Research and Data Collection
UtilityCoordinationtv
Base Mapping
Sitevisit
DesignMeeting
Prepare60% Plan
PreliminaryQuantities
PreliminarySpecialProvisions
QA/QC
60% Design Submittal
AgencyReview
100% Design
RespondtoCityComments 3 wks Fri11/13/26 Thu 12/3/26
0 days Thu 12/3/26 Thu 12/3/26
11 wks .Fri12/4/26 Thu 2/18/27
0 days Thu 2/18/27 Thu 2/18/27
2 wks Fri2/19/27 Thu 3/4/27
2 wks Fri2/19/27 Thu 3/4/27
1.5wks •Fri3/5/27 Tue 3/16/27
0 days Tue 3/16/27 Tue 3/16/27
2 wks .Wed 3/17/27 Tue 3/30/27
Design Meeting
Prepare100% Plans
DesignMeeting
FinalizeCost Estimate
FinalizeSpecialProvisions
QA/QC
100% DesignSubmittal
AgencyApproval
EXHIBIT B
SCHEDULE OF BILLING RATES
X ENGINEERING & CONSULTING Page B-1
ProjectName: AD-124 AlleyRestoration Prepared by:
\ Phase:Plans,Specifications,andEstimate HenryN.Date: 03/27/2026 2026 Rates
Task # Task description
XEC
Total
Hours
Total
Fee
$265 $218 $195 $179 $155 $133 $120
Principal SPM/SEM PM PE
Staff
Eng
Assoc
Eng
Proj
Coord
1.0 Research and Data Collection
RF.search and Data Collection 4 8 1 2 l 6 40 $6,200
Research and Data Collection Subtotal 0 0 4 8 12 16 0
2.0 UtilityCoordination
UtilityCoordinati-cn 8 I6 24 48 $7,232
„t., tiI UtilityCoordination Subtotal 0 1 , q ,. „j
3.0 FieldSurveying Services
Assess City Provided Design Topography 6 16 32 $5,984
=' Feld Surveying ServicesSubtotal 0 0 16 3 0 p 0 ;
4.0 Base Mapping
Prepare Base Map from Available Data 8 24 32 64 128 $19,328 Sitewalk (2 days) 16 16 32 $5,984
". : ` . ,' ,8#s `Mta gin Subtota
5.0 Construction Documents
,,,' s .,. .
Construction Plans 13? sheets) 16 48 76 140 232 376 888 $140,552 yf ooni Provisions 4 4 24 24 8 64 $10,628
CoO =stlnrate 4 8 12 36 76 136 $20,268
Construction Documents Subtotal ' k.`". <a, .. 2ff ,.., -
6.0 ProjectManagement, Coordination & Meetings
P' >jectMo'aciemen tand Coordination 24 24 48 $11,040
^Meetings and Preparation- 6 total
Kickoff 2 submittal mtgs, 3 design mrtgsi 24 $4,488
Project Management Coordination & Meetings Subtotal 24 0 36 12 0 0 _ r Reimbursables linclude reprographics for fieldcrews
. . r
• - - r ,
___
..
1,000
..
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive. Suite 650
Santa Ana. California 92707
949.522.7100 I xengineeringinc.com
Payment
The Clientagrees to pay forrendered serviceson a time-and-material basis as described in the 2026 BillingRate Table attached herein.Expenses willbe billedwith a 10% markup to cover administrative costs.
Should the above scope change and/or requireadditionalbudget, X Engineering & Consulting shallnotifythe Clientand request authorizationpriorto continuing any furtherwork.
Writtenapproval and/or a request forfinalsubmittalby the approving agency shalldeem plans complete upon submittal.
We invoiceforpayment monthly.Thereafter,payment isdue withinthirty(30)days of your receipt of our invoice.
Authorization
If the above scope and fee along with the attached Standard Terms & Conditions are acceptable, please indicateapproval by signingbelow in order to commence the work.
Note: Fees are validfor30 days followingthe date of thisproposal.After30 days fees are subject to change ifa mutually authorized agreement has not been executed.
X ENGINEERING & CONSULTING, INC.
6 Hutton Centre Drive, Suite 650
Santa Ana, California 92707
949.522.7100 I xengineeringinc.com
2026 BILLING RATE TABLE
ENGINEERING HOURLY RATE
Principal $265
SeniorProjectManager! SeniorEngineering Manager $218
Mapping Manager $203
ProjectManager $195
SeniorEngineer / Associate ProjectManager / Storm Water Manager $186 Chief of Parties!ProjectEngineer $179
StaffEngineer $155
Designer! Mapping Technician / Storm Water Specialist $152 Associate Engineer! Associate Surveyor / Geomatics Associate / Survey Apprentice $133 Project Coordinator $120
Engineering Intern/ Geomatics Intern $105
3-Person Survey Crew $416
2-Person Survey Crew $378
1-Person Survey Crew $347
The Rate Schedule above iseffectivethrough December 31, 2026, and willbe adjusted annually on January 1stat a rate of 2% for the duration of the contract.
EXHIBIT C
INSURANCE REQUIREMENTS - PROFESSIONAL SERVICES
Provisionof Insurance. Without limitingConsultant'sindemnificationof 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 ina form satisfactoryto City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existingcoverage to comply and that coverage does not meet these requirements,Consultant agrees to amend, supplement or endorse the existingcoverage.
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 FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best's Key Rating Guide, unless otherwise approved by the City'sRisk 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 accidentforbodilyinjuryby accidentand each employee forbodilyinjuryby disease in accordance with the laws of the State of California.
Consultant shall submit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavor of Cityof Newport Beach, its City Council, boards and commissions, officers,agents, volunteers, employees.
B. General LiabilityInsurance. Consultant shall maintain commercial general liabilityinsurance,and ifnecessary excess/umbrella liabilityinsurance, with coverage at leastas broad as providedby InsuranceServices Ofifceform 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 shallcoverliabilityarisingfrom bodilyinjury,propertydamage, completed operations,personal and advertisinginjury,and liabilityassumed under an insured contract(includingthe tortliabilityof another assumed ina business contract).
Consultant shall submit to City, along with a certificateof insurance, additionalcoverage as stated inSection 4. Other Insurance Requirements.
C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodilyinjuryand propertydamage for allactivitiesof Consultant X ENGINEERING & CONSULTING Page C-1
arisingout of or in connection with Work to be performed under this Agreement, includingcoverage forany owned, hired,non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined singlelimiteach accident.
Consultant shall submit to City,along with a certificateof insurance, additionalcoverage as stated inSection 4. Other Insurance Requirements.
D. Professional Liability(Errors & Omissions) Insurance. Consultant shall maintain professional liabilityinsurance that covers the Services to be performed in connection with thisAgreement, 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 aftercompletion of the Services required by this Agreement.
E. Excess/Umbrella LiabilityInsurance. Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequiredby thiscontract,then said policiesshall be "followingform" of the underlying policy coverage, terms, conditions,and provisions and shall meet all of the insurance requirements stated in this contract, including,but not limited to, the additionalinsured and primary & non-contributoryinsurance requirements stated herein. No insurance policiesmaintained by the City, whether primaryorexcess,and which alsoapplytoa losscoveredhereunder, shall be called upon to contributeto a loss untilthe Consultant's primary and excess/umbrella liabilitypoliciesare exhausted.
Consultant shall submit to City, along with a certificateof insurance, additionalcoverage as stated in Section 4. Other Insurance Requirements.
4. Other Insurance Requirements. The policiesare to contain, or be endorsed to contain,the followingprovisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against City of Newport Beach, itsCity Council, boards and commissions, officers, agents, volunteers and employees or shallspeciifcallyallow 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.
B. Additional Insured Status. All liabilitypolicies including general liability, excess/umbrella liability,pollution liability,and automobile liability,if required,but not includingprofessionalliability,shallprovideor be endorsed to provide that City of Newport Beach, its City Council, boards and X ENGINEERING & CONSULTING Page C-2
commissions, officers,agents,volunteersand employees shallbe included as insureds under such policies.
C. Primaryand Non Contributory.Allliabilitycoverage shallapplyon a primary basisand shallnotrequirecontributionfrom any insuranceor self-insurance maintained by City.
D. NoticeofCancellation.AllpoliciesshallprovideCitywiththirty(30)calendar days' noticeof cancellation(except for nonpayment for which ten (10) calendar days' notice is required)or nonrenewal of coverage for each required coverage.
E. Subcontractors.Consultantshallbe responsibleforcausing subcontractors to purchase the same types and limitsof insurance in compliance with the terms ofthisAgreement, includingadding the Cityas an additionalinsured, providingprimaryand non-contributorycoverage and waiver of subrogation to the subcontractor'spolicies.Limitsof liabilityforGeneral Liabilityin an amount not lessthan one milliondollars($1,000,000)per occurrence, two milliondollars($2,000,000)aggregate and ProfessionalLiability(Errors & Omissions) inan amount not lessthan one milliondollars($1,000,000)per claim,two milliondollars($2,000,000)aggregate.
5. AdditionalAgreements Between the Parties.The partieshereby agree to the following:
A. Evidence of Insurance.Consultantshallprovidecertificatesof insurance to Cityas evidence of the insurance coverage requiredherein, along with a waiver of subrogation endorsement forworkers' compensation and other endorsements as specifiedhereinforeach coverage. Insurance certificates and endorsement must be approved by City'sRisk 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 insurancepolicyshallbe signed by a person authorizedby thatinsurerto bind coverage on itsbehalf. 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.
B. 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 requiredby givingConsultant sixty(60) calendar days' advance written notice of such change. If such change results in substantial X ENGINEERING & CONSULTING Page C-3
additionalcost 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 contractswith on behalf of Citywillbe submitted to Cityfor review. Failure of Cityto requestcopies ofsuch agreements willnot impose any liabilityon City,or itsemployees.
D. 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.
E. Requirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitationon coverage, limitsor other requirements,or a waiver of any coverage normally provided by any insurance. Specificreferenceto 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 requiresand shall be entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsurance proceeds in excess of the specifiedminimum limitsof insurance and coverage shallbe availableto the City.
F. Self-insuredRetentions. Any self-insuredretentionsmust 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. 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.
H. Timely Notice of Claims. Consultant shallgive City prompt and timelynotice 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.
X ENGINEERING & CONSULTING Page C-4
Consultant'sInsurance. Consultant shallalso procure and maintain,at its own cost and expense, any additionalkindsof insurance,which in itsown judgment may be necessary foritsproper protectionand prosecution of the Work.
X ENGINEERING & CONSULTING Page C-5