Attachment A
Amendment No. Two
AMENDMENT NO. TWO TO
ON-CALL PROFESSIONAL SERVICES AGREEMENT
WITH DUDEK FOR
CONSULTING ARBORIST SERVICES
THIS AMENDMENT NO. TWO TO ON-CALL PROFESSIONAL SERVICES AGREEMENT (Amendment No. Two) is made and entered into as of this 25th day of August, 2026 , by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city City), and DUDEK, a California corporation whose address is 687 South Coast Highway 101, Suite 110, Encinitas, CA 92024, and is made with reference to the following:
RECITALS
A. On September 30, 2020, City and Consultant entered into a Professional Services Agreement (Contract No. C-7936-1) to provide consulting arborist services
B. On August 22, 2023, City and Consultant entered into Amendment No. One to the extend the term to October 1, 2026,
increase the total compensation, and update the Notices section.
C. The parties desire to enter into this Amendment No. Two to extend the term of the Agreement to October 1, 2029, increase the total compensation, 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 The term of this Agreement shall commence on the Effective Date, and shall terminate on October 1, 2029, unless terminated earlier as set forth herein.
2. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the City shall pay Consultant for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Five Hundred Twenty Thousand Dollars and 00/100 ($520,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the
Dudek Page 2
for additional Services to be performed in accordance with this Amendment No. Two, including all reimbursable items and subconsultant fees, in an amount not to exceed Two Hundred Fifty Thousand Dollars and 00/100 ($250,000.00).
3. PROJECT MANAGER
Section 5.1 of the Agreement is amended in its entirety and replaced with the following:
of the Project, This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Joe Monaco to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the nreasonably withheld with
respect to the removal or assignment of non-
4. NOTICES
Section 25.3 of the Agreement is amended in its entirety and replaced with the following:
addressed to Consultant at:
Attn: Joe Monaco
Dudek
687 S. Coast Highway, Suite 110
Encinitas, CA 92024
5. INSURANCE
As of the Effective Date of this Amendment No. Two, 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, Amendment No. One, and this Amendment No. Two shall hereafter refer to "Exhibit C" attached hereto.
6. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Dudek Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. Two to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:__________________
By:_____________________________
Date:____________________
By:_____________________________
Aaron C. Harp
City Attorney
Lauren Kleiman
Mayor
ATTEST:
Date:_________________
CONSULTANT: DUDEK, a California
corporation
By:_____________________________
Date:_____________________
By:_____________________________
Lena Shumway
City Clerk
Joe Monaco
Chief Executive Officer
Date:____________________
By:_____________________________
Helder Guimaraes
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit C Insurance Requirements
Dudek Page C-1
EXHIBIT C
INSURANCE REQUIREMENTS PROFESSIONAL SERVICES
1. Provision of Insurance
prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
3. Coverage Requirements.
A. . Consultant
Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees.
B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).
Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 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 bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this
Dudek Page C-2
Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident.
Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall excess/umbrella liability policies are exhausted.
Consultant shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess/umbrella liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and
Dudek Page C-3
commissions, officers, agents, volunteers and employees shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar required coverage.
E. Subcontractors. Consultant shall be responsible for causing subcontractors to purchase the same types and limits of insurance in compliance with the terms of this Agreement, including adding the City as an additional insured, providing primary and non-contributory coverage and waiver of subrogation amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate and Professional Liability (Errors & Omissions) in an amount not less than one million dollars ($1,000,000) per claim, two million dollars ($2,000,000) aggregate.
5. Additional Agreements Between the Parties. The parties hereby agree to the following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a endorsements as specified herein for each coverage. Insurance certificates commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
B. . City reserves the right at any time
during the term of the Agreement to change the amounts and types of written notice of such change. If such change results in substantial
Dudek Page C-4
additional cost to Consultant, City and Consultant may renegotiate
C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City.
G. City Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this til proper
sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
Dudek Page C-5
I. . Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.