HomeMy WebLinkAboutAP Triton, LLC - 2017-11-13 AMENDMENT NO. I TO PROFESSIONAL SERVICES CONTRACT
BETWEEN THE CITY OF HUNTINGTON BEACH AND
AP TRITON, LLC
FOR
COST REPORT PROCESSING SERVICES FOR GEMT REIMBURSEMENT
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"CITY," and AP TRITON, a limited liability corporation hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY and CONSULTANT are parties to that certain agreement,
13
dated November)X, 2017 entitled "Professional Services Contract Between the City of
Huntington Beach and AP Triton, LLC for Cost Report Processing Services." which
agreement shall hereinafter be referred to as the "Original Agreement," and
CITY and CONSULTANT wish to amend the Original Agreement to reflect the
additional work to be performed by CONSULTANT and the additional compensation to
be paid in consideration thereof by CITY to CONSULTANT,
NOW, THEREFORE, it is agreed by CITY"and CONSULTANT as follows:
1. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed, CITY agrees
to pay CONSULTANT, and CONSULTANT agrees to accept from CITY as full
payment for services rendered, an additional sum not to exceed Ten Thousand Five
Hundred Dollars ($10,500) in addition to the original sum of Ten Thousand Five
Hundred Dollars ($10,500), for a new total not to exceed Twenty One Thousand Dollars
($21,000).
20-8873/233322 1
2. CHANGES TO EXHIBIT B
Exhibit B is hereby amended as follows:
Payment Schedule (Fixed Fee Payment)
COST PROPOSAL/PAYMENTS
• Preparation and delivery of the 2016-17 Cost Report $10,500
• Preparation and delivery of the 201.7-18 Cost Report $10,500
• Total project cost: $21,000
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
20-8873/233322 2
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on 5 6/0 rel4 e 4 /-5' ,2020.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
AP TRITON, LLC California
By: Director/Chief
Kurt P. Henke, Managing Partner (Pursuant To HBMC§3.03.100)
print name APPROVED AS TO FORM:
ITS: (circle one)Chairman/President/Vice President
AND
� m
By: �nCi y torney M,c/
Valerie J Erwin, ecutive Assimm Date
print name
ITS: (circle ogre)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE:
Secretary—Treasurer
City Clerk
Date ��/�D�•�.�Q
20-8873/233322 3
AL✓
Client#: 1626412 APTRI
DATE(MMIDOIYYYY)
ACORD.. CERTIFICATE OF LIABILITY INSURANCE 9103/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on
this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Arthur Mielcarek
USI Insurance Services, LLC NAME:PHONE 602-666-4918 A
A1C No Ext: AIX No):
2421 West Peoria Avenue,Suite 110 n�REss, arthur.mielcarek@usi.com
Phoenix,AZ 85029
INSURER(S)AFFORDING COVERAGE NAIC 8
INSURER A:Continental Casualty Company 20443
INSURED INSURER B;
AP Triton Consulting,LLC
INSURER C
1851 Heritage Lane,Suite 138
INSURER D
Sacramento, CA 95815
ENSURER E
INSURER F;
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IL A S ODIFofyyXPR TYPE OF INSURANCE RWVD POLICY NUMBER POLICY
POLICY LIMITS
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S
CLAIMS-MADE 0 OCCUR PREMISES EaEoccuE ence $
MED EXP(Any oneperson) $
PERSONAL✓EADVINJURY $
GEN'L AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE $
PRO PRODUCTS-COMPIOPAGG S
JECT LOC POLICY
OTHER: S
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
Ea accident
ANY AUTO BODILY INJURY(Par person) $
OWNED SCHEDULED BODILY INJURY(Per accident) S
AUTOS ONLY AUTOS PROPERTY DAMAGE HIRED NON-OWNED APPROVED AS TO FORM per amides, $
AUTOS ONLY AUTOS ONLY
S
UMBRELLA LIAR HOCCUR y: or- EACH OCCURRENCE $
EXCESS LIAR MICHAEL E.GATE AGGREGATE $
txalMs MA°E CITY ATTORNr;Y
DED RETENTION CITY OF H NTINr.TnN 1 EA $
WORKERS COMPENSATION PER TA UTE OTH-
AND EMPLOYERS'LIABILITY
OFFICERIMEMBER EXCLUDED?
NIA E.L.EACH ACCIDENT S
(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S
A Professional 596516681 3/27/2020 03/27/2021 1,000,000 Per Claim
Liability 3,000,000 Aggregate
2,500 Deductible
DESCRIPTION OF OPERATIONS 1 LOCATIONS/VEHICLES(ACORD t01,Addlt "Remarks Schedule,may be attached If more space la required)
Evidence of Insurance.
CERTIFICATE HOLDER CANCELLATION
City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS.
Huntington Beach,CA 92648
AUTHORIZED REPRESENTATIVE
01988-2015 ACORD CORPORATION,All rights reserved.
ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORD
#S29766276/M28329090 BFSZP
I
Q'il
L(,f
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND `'
AP TRITON, LLC 'Sz i Lit �S
FOR
COST REPORT PROCESSING SERVICES FOR GEMT REIMBCJRSEMENT
THIS AGREEMENT("Agreement") is made and entered into by and between the City of
Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as
"CITY," and AP Triton, LLC, a limited liability corporation hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide cost report
processing services for GEMT reimbursement; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
:Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service
contracts have been complied with; and
CONSULTANT has been selected to perform these services,
NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:
I. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
c
sometimes hereinafter be referred to as the "PROJECT."
t
CONSULTANT hereby designates Kurt Henke who shall represent it and be its
sole contact and agent in all consultations with CITY during the performance of this Agreement.
Y
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the
performance of this Agreement.
1
;r_,ree/surfnct/profcssional secs to$49
10/12 1 of I 1
3. "I'ERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on � 'M r I , 20 1-7 (the "Conv-iencement Date"). rhhis Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than 12 months from the Commencement Date. The time for performance of the tasks
identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be
amended to benefit the PROJECT' if mutually agreed to in writing by CITY and
CONSULTANT.
In the event the Commencement Date precedes the Effective Date,
CONSULTANT shall be bound by all terms and conditions as provided herein.
4. COMPENSATION
In consideration of the performance of the services described herein, ClT'Y agrees
to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B,"
which is attached hereto and incorporated by reference into this Agreement, a fee, including all
costs and expenses, not to exceed ten thousand five hundred Dollars ($10,500.00).
5. EX"TRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such
work only after receiving written authorization from CITY. Additional compensation for such
extra work shall be allowed only if the prior written approval of CITY is obtained.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
a,rcclsurfneU�irofcssion:d sves to$49
10/12 2 of I I
7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY
upon expiration or termination of this Agreement or upon PROJECT completion, whichever
shall occur first. 'These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT.-' hereby agrees to protect, defend, indenunify and hold harmless
CITY, its officers, elected or appointed officials, employees, agents and volunteers from and
against any and all claims, damages, losses, expenses, judgments, demands and defense costs
(including, without limitation, costs and fees of litigation of every nature or liability of any kind
or nature) arising out of or in connection with CONSULTANT's (or CONSUL,TANT's
subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its
failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its
officers, agents or employees except such loss or damage which was caused by the sole
negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole
cost and expense and CITY shall approve selection of CONSUL'TANT''s counsel. This
indemnity shall apply to all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as limitation upon the amount of indemnification to be
provided by CONSULTANT.
agree/surruet/pro(cssional Svcs to$49
10/12) 3 of i l
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
coverage for CONSULTANT's professional liability in an amount not less than One Million
Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance
shall not contain a self-insured retention without the express written consent of CITY; however
an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A
claims-made policy shall be acceptable if the policy further provides that:
A. Tile policy retroactive date coincides with or precedes the initiation of the
scope of work (including subsequent policies purchased as renewals or
replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that
might give rise to future claims.
CONSULTANT will make every effort to maintain similar insurance during the
required extended period of coverage following PROJECT completion. If insurance is
terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision
of at least two (2) years to report claims arising from work performed in connection with this
Agreement.
If CONSULTANT fails or refuses to produce or maintain the insurance required
by this section or fails or refuses to furnish the CiTY with required proof that insurance has been
procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. CONSULTANT
a-,ree/surrnet/prolcssional secs to$49
10/12 4 of 11
waives the right to receive compensation and agrees to indemnify the CITY for any work
performed prior to approval of insurance by the CITY.
10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall
furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the
foregoing insurance coverage as required by this Agreement; the certificate shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled
by either party, reduced in coverage or in limits except after thirty (30)
days' prior written notice; however, ten (10) days' prior written notice in
the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until the
work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not derogate
from CONSULTANT's defense, hold harmless and indemnification obligations as Set forth in
this Agreement. CITY or its representative shall at all times have the right to demand the
original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR.
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
agrccJsurfiieUprofcssional Svcs to$49
10/12 5ofII
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
employees and all business licenses, if any, in connection with the PROJECT and/or the services
to be performed hereunder.
12. "TERMINATION OF AGREfiMENT
All work required hereunder shall be performed in a good and workmanlike
maiuier. CITY may terminate CONSULTANT's services hereunder at any time with or without
cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement
by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as
provided herein. In the event of termination, all finished and unfinished documents, exhibits,
report, and evidence shall, at the option of CITY, become its property and shall be promptly
delivered to it by CONSULTANT.
13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be
assigned, delegated or subcontracted by CONSULTANT to any other person or entity without
the prior express written consent of CITY. if an assigiurient, delegation or subcontract is
approved, all approved assignees, delegates and subconsultants must satisfy the insurance
requirements as set forth in Sections 9 and 10 hereinabove.
14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work., item or material
produced as a result of this Agreement.
agree;/surfnet/proressional sves to$49
10/12 6 of I
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee
in the work performed pursuant to this Agreement. No officer or employee of CITY shall have
any financial interest in this Agreement in violation of the applicable provisions of the California
Government Code.
16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either
by personal delivery to CONSULTAN"T's agent (as designated in Section I hereinabove) or to
CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage
prepaid, and depositing the same in the United States Postal Service, to the addresses specified
below. CITY and CONSULTANT may designate different addresses to which subsequent
notices, certificates or other communications will be sent by notifying the other party via
personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:
TO CITY: TO CONSULTANT:
City of Huntington Beach AP Triton, I,LC
ATTN: Jane Cameron ATTN Kurt Henke
2000 Main Street 5500 Dry Creek rd.
Huntington Beach, CA 92648 Napa, CA 94558
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to
any subsequent occurrence of the same or any other transaction or event.
agreelsurFnet/prulcssional secs to$49
10/12 7 of 1 1
1
1 S. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid
unless in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience of reference only and are not representative of matters included
or excluded from such provisions, and do not interpret, define, limit or describe, or construe the
intent of the parties or affect the construction or interpretation of any provision of this
Agreement.
20. iNTER.PRETA'TION OP THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a
whole, according to its fair meaning, and not strictly for or against any of the parties. If any
provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed
dependent upon any other unless so expressly provided here. As used in this Agreement, the
masculine or neuter gender and singular or plural number shall be deemed to include the other
whenever the context so indicates or requires. Nothing contained herein shall be construed so as
to require the commission of any act contrary to law, and wherever there is any conflict between
any provision contained herein and any present or future statute, law, ordinance or regulation
contrary to which the parties have no right to contract, then the latter shall prevail, and the
aggreehmi FneUlirofessional sves to$49
10t12 8ofI1
provision of this Agreement which is hereby affected shall be curtailed and limited only to the
extent necessary to bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original. Each duplicate original shall be
deemed an original instrument as against any party who has signed it.
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration
and naturalization laws of the United States and shall, in particular, comply with the provisions
of the United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work involving legal services, and that such legal services are expressly outside
the scope of services contemplated hereunder. CONSULTANT understands that pursuant to
Hunlinglon Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEYS FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party. 4
a,reelsurfncUprofessioiwl sues to$49
10/12 9 of I I
25. SURVIVAL
'Perms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
fi-eely and voluntarily following extensive arm's length negotiation, and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement. The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
F
Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or
circumstance not expressly set forth in this Agreement. This Agreement, and the attached
exhibits, contain the entire agreement between the parties respecting the subject matter of this
Agreement, and supersede all prior understandings and agreements whether oral or in writing
between the parties respecting the subject matter hereof.
agree/sur6ieUproressional svcs to S-49
10/12 10 of l I
u r .
29. 1'-I-1?LC'fIVE DATI.:
This Agreement shall be effective on (lie date ol'its approval by the City Attorney,
This Agreemen( shall expire When terminated as provided heroin.
1N WITNESS WI'II RI OF, the parties hereto have caused (his Agreement to he executed
by and through their authorized officers.
CONSULTANT, CITY Or HLTNTING'rON BEACI1,
n municipal corporation of the Statc o1'
AP Triton, LLC Cali ' rl�'a
COMI,
1 _ _�Director/Chief
�Y= : ......J.., _._ (Pursualit 719 IMAIG'§103./00)
ITS: pi.c.Mwre)Chnirm; I/I'rusidun icepresidcnt AI'1'ROVED M 1'U IG1°
C:i(y Attorney .,
Date
�f) Il,ln nc
ITS: (rinrle one)Secrctp offleelm st.
Scadary—Treasurer
Receive and Me
N/ 00
City Clerk
ubrcc/surliut/protcssiofl:d sm.,to V9
info 11 ..7' I ,
E+'XHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
1) Review past cost reports to insure consistency with State and Federal regulations;
2) Identify any costs that have been omitted in the past and correct them for the 2016-17
cost report;
3) Complete the 2016-17 cost report for GEMT reimbursement; and
4) Shall complete all work by the required deadlines for filing, as long as all required
information is provided by Huntington Beach Fire/Finance on tirire.
B. CONSULTANT'S DUTIES AND RESPONS1131L1TIES:
AP Triton, LL C will develop and provide a draft report for review by staff and a final report at
the end of the process and is prepared to begin the project at the time of contract award.
Project nr site visits nur17 include, but not be limited to:
Conference calls for data acquisition interview(s)
Conference calls for Technical client briefing meetings) and review of rough draft report
Unlimited telephone calls and video conferencing are included
C. CITY'S DUTIES AND RESPONSIBILITIES:
Provide any and all necessary documentation and numbers requested by AP Triton, 11L,C for the
various sections of the report in a timely manner.
D. WORK PROGRAM/PROJECT SCHEDULE:
TBD upon contract award date.
i
EXI-1I13IT A
EXHIBIT "B"
Payment Schedule (Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
Additional services to the above Scope of Work will be billed separately at $400 per hour, as
required. Any travel expenses will be billed separately at cost.
B. Travel Charges for time during travel are not reimbursable.
C. BiilitlQ
1. All billing shall be done monthly in fifteen (15) minute increments and snatched to
an appropriate breakdown of the time that was taken to perform that work and who
performed it.
2. Each month's bill should include a total to date. That total should provide, at a
glance, the total fees and costs incurred to date for the project.
3. A copy of memoranda, letters, reports, calculations and other documentation
prepared by CONSULTANT may be required to be submitted to CITY to
demonstrate progress toward completion of tasks. .In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion.
4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.
Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY. Such approval shall not
be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
1
Exhibit B
the parties agree that past performance by CONSULTANT is in, or has been
brought into compliance, or until this Agreement has expired or is terminated as
provided herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain
all of the information required above, and in addition shall list the hours expended
and hourly rate charged for such time. Such invoices shall be approved by CITY if
the work performed is in accordance with the extra work or additional services
requested, and if CITY is satisfied that the statement of hours worked and costs
incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated
as separate and apart from the ongoing performance of the remainder of this
Agreement.
i
t
2
Exhibit B
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
COST PROPOSAL/PAYMENTS
• Preparation and delivery of the 2016-17 Cost Report $10,500
• Total project cost: $10,500
Additional services to the above Scope of Work will be billed separately at $400 per hour, as
required. Any travel expenses will be billed separately at cost.
All Invoices shall be due within thirty(30) days from the date of the invoice submitted to Huntington
Beach Fire. The following itemization does not include travel or other expenses, which shall be
invoiced separately, if required.
• 50%due at commencement of cost report preparation ($5,250)
• 50% due upon delivery of the final study($5,250)
1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. in the event CiTY rejects or has comments on any such
product, CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement; and
E) For all payments include an estimate of the percentage of work completed.
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall
approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an
invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein.
4. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the
Exhibit B
i
information required above, and in addition shall list the hours expended and hourly rate charged for
such time. Such invoices shall be approved by CITY if the work performed is in accordance with the
extra Nvork or additional services requested, and if CITY is satisfied that the statement of hours
worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any
dispute between the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
i
s
Exhibit E
PROFESSIONAL SERVICES CONTRACT .BETWEEN
THE CITY OF HUNTINGTON BEACH AND
AP TRITON, LLC
FOR
COST REPORT PROCESSING SERVICES FOR GEMT REIMBURSEMI:-:N'I'
Table of Contents
IScope of Set-vices.....................................................................................................1
2 City Staff Assistance................................................................................................2
3 Term; Time of Performance.....................................................................................2
4 Compensation ..........................................................................................................2
5 Extra Work.................................................................................... ..........................2
6 Method of Payment..................................................................................................3
7 Disposition of Plans, Estimates and Other Documents ...........................................3
8 Hold Harmless ........................................................... .............................................3
9 Professional Liability Insurance.............................................................................4
10 Certificate of Insurance....................................................I.......................................5
11 Independent Contractor............................................................................................6
12 Termination of Agreement.....................................I.................................................6
13 Assignment and Delegation......................................................................................6
14 Copyrights/Patents...................................................................................................7
15 City Employees and Officials......................................... ........................................7
16 Notices.................................... ....................................................7
17 Consent ....................................................................................................................8
18 Modification.............................................................................................................8
19 Section Headings .....................................................................................................8
20 Interpretation of this Agreement..............................................................................8
21 Duplicate Original....................................................................................................9
22 Immigration...............................................................................................................9
23 Legal Services Subcontracting Prohibited................................................................9
0
24 Attorney's Fees....................................................................... ..................................10
25 Survival.....................................................................................................................10
26 Governing Law...................................................................... ..................................10
27 Signatories.................................................................................................................10
28 Entirety......................................................................................................................10
29 Effective Date.................................................................................I I
327852
ACC CERTIFICATE OF LIABILITY INSURANCE gAT11/8/ 01 YrY'
TMIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions of be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT Melissia Knowles
855 491-0974 NAME.
g-No x 623 499 3173 __- _,� pl_866-359-4390
Wells Fargo Insurance Services USA Inc. E-MAIL ----
ADDRESS: melissia.knowles@wellsfargo.com
550 South 4th St _.__..."
INSURER S AFFOROtN6 COVERAGE NAIC#
Minneapolis,MN 55415 INSURERA: Hartford Lloyd's Insurance Company 38253
.. ........ ......... ......... ......... .................................................................... ......... ......... .......... ............
INSURED INSURER�s; Continental Casualty Company 20443
APTRITON ......................._........._...................................................._............................................................_............................................. ..............................................
INSURER C;
5500 DRY CREEK ROAD ........_................_.....__...........,.............................................................................................................................................................................._......._._.................
INSURER D:
INSURER E:
......................................................I..... ......... ......... .........
NAPA,CA 94558 INSURER F
COVERAGES CERTIFICATE NUMBER: 12439605 REVISION NUMBER: See below
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSIt1....:... TYPE OF ......._�agDLi5U8R ..---.. ................. ..... _........ ..POLICY Ei"F ...POLICY EXP.._l LIMITS
...........
LTR! t q" V POLICY NUMBER MMIDDtYYYY MMIDD1YYYY I
A X COMMERCIAL GENERAL LIABILITY j X j LBW562507 03/27/2017 03/27/2018 EACH OCCURRENCE s 1,000 000
DAMAGE TO RENTE"U.
! CLAIMS-MADE X OCCUR i I PREMISES(Eau 100,000
M€D EXP(Any one person} 5...._.....-----....__ 5,000_..
--- 4 — ..
I I 3 PERSONAL 8-ADV INJURY �S 1,000000
I
I_..GEN'L AGGREGATE LIMIT APPLIES PER: 1 GENERAL AGGREGATE s
2,000,000
... POLICY PRO. I X
JECT Loc APPROV D AS_TQ PRODUCT-ec 9Pr(^P ACiG s 2,000,000
OTHER: S
AUTOMOBILE LIABILITY 4 _ CC}h18 Ea cci dendeh ts sINGLE LIMIT (S
I a I
ANY AUTO I BYi i 1 N BODILY INJURY(Per person) $
I OWNED 1�=5GtiE D'ULED j j 41C�IA �����w BODILY INJURY fE r accident) 5,
_i AUTOS ONLY AUTOS I CITY A71 NRY G ($
HIHl:D I Nr,JN�CWNED i PROPERTY C?.AhtAGE
AUTOS ONLY AUTOS ONLY l l CM 9F MUNTINMN py ," Per accident', $
I
UMBRELLA LIAB OCCUR P O L, EACH OCCURRENCE (S _
71 EXCESS LIAB 17 CLAIMS-MADE 11 AGGREGATE Is
CED ? RETENTIONS [ s
WORKERS COMPENSATION j € [STATUTE ERM
AND EMPLOYERS'LIABILITY YIN
ANYPROPRIETORIPARTNER EXECUTIVEIN/A!- s EL,EACH ACCIDENT 1-$
OFFICERPOEMBEREXCLUDED? 0; "'--
{Mandatory In NH) E.L-DISEASE,FA EMPLOYEEI S
If xas,desube undrr
DcsCRIPTIONOF OPERATIONS belov E.L.DISEASE-POUCYLIMIT $
B j Professional Liability I 1 596516681 10/31/2016 03/27/2018 $1,000,000
CI
DESCRIPTION OF OPERATIONS I LOCATIONS t VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
BW 000 859 City of Huntington Beach,Its Agents,Officers and Employees and Huntington Beach Fire Department is listed as an additional insured as it
relates to general liability in accordance with the terms and conditions of the policy as per written contract.
CERTIFICATE HOLDER CANCELLATION
City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Its Agents,Officers and Employees THE EXPIRATION DATE THER€OF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
2000 Main Street
Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE
The ACORD name and logo are registered marks of ACORD U 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03)
(This cmbfc replaces...bft,te#12330828Issued.,10142017)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSU RED -OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON ORO RGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
SCHEDULE
Name of Additional Insured Person(s) Or
Organization(s): Location(s) of Covered Operations
ANY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN
REQUIRED BY WRITTEN CONTRACT WITH CONTRACT
THE INSURED
A. SECTION 11-WHO IS AN INSURED is amended to include as an additional insured the
person(s)or organization(s) shown in the Schedule for whom you are performing
operations when you and such person or organization have agreed in writing in a contract
or agreement that such a person or organization be added as an additional insured on your
policy. Such person or organization is an additional insured only with respect to liability for
"bodily injury"i "property damage" or"personal and advertising injury" caused, in whole or
in part, by:
1. Your acts or omissions; or
2. The acts or omissions of those acting on your behalf
in the performance of your ongoing operations for the additional insured(s)at the
location(s)designated above.
A person's or organizations status as an additional insured under this endorsement ends
when.your operations for that additional insured are completed.
B. With respect to the insurance afforded to these additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
Additional Insured Contractual Liability
'.'Bodily injury" or"property damage" for which the"additional insured(s)"are obligated to
pay damages by reason of the assumption of liability in a contract or agreement,
Finished Operations or Work
"Bodily injury" or"property damage"occurring after:
(1) All work, including materials, parts or equipment furnished in connection with such
work, on the project(other than service, maintenance or repairs)to be performed by or
on behalf of the additional insured(s)at the location of the covered operations has
been completed' or
(2) That portion of"your work" out of which the injury or damage arises has been put to its
intended use by any person or organization.
Negligence of Additional Insured
"Bodily injury" or"property damage" directly caused by or resulting from the negligence of
the"additional insured(s)".
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED
This endorsement is effective on the inception date of the policy unless otherwise stated below.
(The information below is required only when this endorsement is issued subsequent to preparation
of the policy).
Policy Number: LBW562507
Named Insured: AP TRITON
Endorsement Effective date: 03/2712017
BW 000 859 Included copyrighted material of ISO Properties,INC. Page I of 1
0812012 with its permission