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HomeMy WebLinkAboutHUITT-ZOLLARS, INC. - 2005-12-19Council/Agency Meeting Held: O A D Deferred/C'ontinued to: )�Ap roved ❑ dition I p T ❑ Denied C er ' Sign e Council Meeting Date: 10/6/2008 Department ID Number: PW 08-71 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNTJ, MEMBERS SUBMITTED BY: FRED A. WILSON, CITY ADMINISTRA PREPARED BY: TRAVIS K. HOPKINS, PE, DIRECTOR OF PUBLI6W0RKS0!1/-- SUBJECT: Approve Amendment to Contract with Huitt-Zollars, Inc. Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: An amendment to the Professional Services Agreement with Huitt- Zollars, Inc., is required to increase the contract time in order to complete design services for the Beach Blufftoo Restrooms Proiect. Funding Source: Funding is from the Redevelopment Agency Fund, Community Services Project Management Professional Services, Account No. 30545001. 69365. Full project design and construction is budgeted at $2.4 million. Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute Amendment No. 1 to Agreement between the City of Huntington Beach and Huitt-Zollars, Inc. Alternative Action(s): Do not execute the agreement and direct staff on how to proceed. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 10/6/2008 DEPARTMENT ID NUMBER: PW 08-71 Analysis: In 2005, proposals for professional design services were requested and submitted in compliance with Chapter 3.03 of the Huntington Beach Municipal code. The City Council authorized professional services agreements with six firms including Huitt- Zollars, Inc. In 2006, Huitt-Zollars began providing preliminary engineering and support services for the Beach Blufftop Restroom Project through the entitlement process. It will be most cost and time effective to have Huitt-Zollars continue on with the preparation of construction documents, construction support, and project close out services. However, the current professional services agreement, which expires on November 7, 2008, must be extended in order to take this project through to completion. Approval of Amendment No. 1 to Agreement between the City of Huntington Beach and Huitt-Zollars, Inc. is proposed to provide continuity and insure a timely completion of the project. Strategic Plan Goal: 1-1 Improve the City's plan for funding and completing infrastructure needs, and develop strategies for resolving crucial infrastructure problems to preserve the physical foundation of the community and enable the community's value to grow. L-4 Create and environment that promotes tourism. Public Works Commission Action: Not required for this action. Environmental Status: Not applicable for this action. Attachment(s): -2- 9/16/2008 3:06 PM ATTACHMENT AMENDMENT NO. I TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUITT-ZOLLARS, INC. 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 HUITT-ZOLLARS, INC., a Texas corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated December 19, 2005, entitled "Professional Services Contract Between The City Of Huntington Beach And Huitt-Zollars, Inc., For As -needed Civil Engineering Services," which agreement shall hereinafter be referred to as the "Original Agreement," and City and Consultant wish to extend the Term of the Original Agreement for three (3) additional years in order to provide for the performance of additional tasks by Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. EXTENSION OF TERM The term of the Original Agreement is hereby extended for three (3) additional years. The Original Agreement shall now expire on November 7, 2011. 2. AMENDMENT OF SECTION 4 OF THE ORIGINAL AGREEMENT ENTITLED "COMPENSATION" Section 4 of the Original Agreement, entitled "Compensation," is hereby amended to read as follows: In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in the original proposal for as -needed services, a fee based upon approved Capital Improvement Projects, including all costs and expenses, not to exceed 1 08-1658.001 /25183 Two Million Dollars ($2,000,000). All tasks assigned to CONSULTANT after A�® t/ 10 , 2008, shall be billed at the rates specified in the fee schedule dated T� %&&-y 2- , 20-00, a copy of which is attached hereto as Exhibit `B" and incorporated by this reference as though fully set forth herein. 3. AMENDMENT OF SECTION 8 OF THE ORIGINAL AGREEMENT ENTITLED "IN>DEMNIFICATION" Section 8 of the Original Agreement, entitled "Indemnification," is hereby amended to read as follows: To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, 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 CONSULTANT'S subcontractors, if any) negligence, recklessness or willful misconduct related to 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. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. CONSULTANT will conduct all defense at its sole cost and expense, and the CITY shall approve selection of CONSULTANT'S counsel. This indemnity shall apply to all claims and liability regardless of whether any 2 08-1658.001/25183 insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the CONSULTANT. 4. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on ��'7 04� 0(, , 2006. HUITT-ZO LARS INC., a Texas corporation By: KeA Rct �ayt r7a print name ITS: (circle one) Chairman/Presiden ice President I AND By: print name ITS: (circle one Secretar hief Financial Officer/Asst. Secretary - Treasurer %�GlF ... • • CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ity Clerk W716 b'� INITIATED AND APPROVED: `-Director of Public Wopks APPROVED AS TO FORM: inistrator� Q-ity Attorney , 3 08-1658.001/25183 r -1v 2008 HOURLY RATE SHEET Engineering/Survey Principal -In -Charge .............. . $ 200.00 QA/QC Manager ................. $ 190.00 Sr. Project Manager ............... $ 190.00 Sr. Planner ..................... $ 175.00 Project Manager ................. $ 165.00 Sr. Civil Engineer ................ $ 175.00 Sr. Structural Engineer ............ $ 175.00 Sr. Mechanical Engineer............ $ 175.00 Sr. Electrical Engineer ............. $ 175.00 Civil Engineer ................... $ 145.00 Structural Engineer ............... $ 145.00 Mechanical Engineer .............. $ 145.00 Electrical Engineer ................ $ 145.00 Plumbing Engineer ................ $ 145.00 Engineer Intern ................. $ 95.00 Sr. Designer .................... $ 135.00 Designer ....................... $ 115.00 Sr. Architect .................... $ 160.00 Architect ....................... $ 150.00 Architect Intern .................. $ 95.00 Sr. Landscape Architect............ $ 145.00 Landscape Architect ............... $ 115.00 Landscape Architect Intern.......... $ 85.00 Sr. CADD Technician .............. $ 125.00 CADD Technician ................. $ 90.00 Survey Manager ................. . $ 180.00 Sr. Project Surveyor ............... $ 145.00 Project Surveyor ................. $ 135.00 Survey Tech .................... $ 110.00 Survey Crews 1-Person Survey Crew. 2-Person Survey Crew. ....... $ 150.00 ....... $ 205.00 3-Person Survey Crew......... $ 250.00 1-Person Survey Crew-GPS...... $ 175.00 2-Person Survey Crew-GPS...... $ 230.00 3-Person Survey Crew-GPS.... $ 275.00 Administrative Sr. Project Support........... $ 95.00 Project Support ............. $ 60.00 Reimbursable Expenses Consultants ................. Cost + 10% Other Direct Costs............ Cost + 10% Mileage ................. Federal Rate m/Id/misc/cft/hbrates/09-09-08/Id CORD_ RTIFICAT F LIABILITY INSURANCE TM DATE 0 i /29/2008 PR cER McLaughlin Brunson Insurance Agency, LLP THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 9535 Forest Lane HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 118 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Dallas TX 75243 INSURERS AFFORDING COVERAGE INSURED Huitt-Zollars, Inc. INSURERA: XL Specialty Insurance Company (A+15) INSURER B: 3131 McKinney Avenue Suite 600, LB 105 INSURER C: Dallas ,TX 75204 INSURER D: INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ FIRE DAMAGE (Any one fire $ COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR MED EXP An one erson $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO- [—]LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS :�,�;p v e ED AS F BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS. ,, z .,- � _T � �,FR F H i A 6 7�k/ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATION AND WC STATU- 10,TH- EMPLOYERS' LIABILITY E L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A OTHERProfessional DPR9610943 01/23/2008 01/23/2009 $ 5,000,000 Per Claim / Aggregate Liability Reduced Deductible Endt. - $0 Retroactive Date 1/1/1975 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: As needed civil engineering services - 10-1218-01 CERTIFICATE HOLDER I I ann1T1nnJm wgiiRvn- m-,iiPrP t FTT=P- CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 30 City of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILL-ENVeAVOR-rO MAIL DAYS WRITTEN 2000 Main Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFI`,-M -PAtLVR@i0-DO'S09HALL Huntington Beach CA 92648 -tMPOSE-No-osLyrArtOWORn.MtLl'r-oP-Aw-MO-UMWTHeIPMRER,-ITS-AlSENTS OR -iFCPReS£NTIXPN/e3. AUTHORIZED REPRESENTATIVE �tC�,.r.F�,c..• � /irt @Mitt. ,I Q.X.,,.� ACORD 25-S (7/97) © ACORD CORPORATION 1988 INITIATING DEPARTMENT: Public Works SUBJECT: Approve Contract Amendment with Huitt-Zollars, Inc. COUNCIL MEETING DATE: October 6, 2008 CA���`�T=� Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable ED Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Attached ❑ Not Applicable Staff Report (If applicable) Attached ❑ Not Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPL#�NAi'ION FOR RETURIV'OF 1TEIVI o s. RCA Author: T. Broussard:jg City ®f Huntington Beach 2000 Main Street • Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK October 7, 2008 Huitt-Zollars, Inc. 430 Exchange, Suite 200 Irvine, CA 92602-1315 To Whom It May Concern: Enclosed for your records is a copy of Amendment No. 1 to the Agreement between the City of Huntington Beach and Huitt-Zollars, Inc. for as -needed civil engineering services. Sincerely, toanL. Flynn, CIVIC City Clerk JF:pe Enclosure G:followup:agrmtltr Sister Cities: Anjo, Japan • Waitakere, New Zealand (Telephone: 714-536-5227 ) RECEIVED 2005 DEC -8 AM 11 16 Council/Agency Meeting Held: f/aStITY LE , K y birDeferred/Continued to: HUNTINGTON EACH XApproved U Conditionally Approved U Denied City r 's natu Council Meeting Date: 12/19/2005 Department 6�6umber: PW 05-082 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY CQUNCIL MEMBERS SUBMITTED BY: PENFT0OPE CU BRET� , Cl DMINISTRATOR PREPARED BY: ROBERT F. BEARDSLEY, PE, DIRECTOR OF PUBLIC WORKSIC�4`� SUBJECT: Approve Contracts for As Needed Professional Civil Engineering Services Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: The Public Works Department requires professional civil engineering services on an as needed basis to support staff for the design and construction of capital projects. Funding Source: Funds are available within budgeted capital improvement projects. Additional Council authorization will be requested for unbudgeted projects, if necessary. Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute professional service contracts for the following six firms: AKM Consulting Engineers, Boyle Engineering Corporation, Dudek & Associates, Inc., Harris & Associates, Inc., Huiand Richard Brady & Associates, Inc. Alternative Action(s): Do not authorize the contracts and direct staff to request proposals from other engineering firms for design services for various capital projects. Projects could be delayed up to one year. REQUEST FOR ACTION MEETING DATE: 12/19/2005 DEPARTMENT 1D NUMBER:PW 05-082 Analysis: The City's Capital Improvement Program exceeds $50 million in FY 2005/06. Projects include street widening, sewer lift stations, drainage and water facility improvements. Design and construction engineering support for the myriad of projects is assigned to firms specializing in the various disciplines as it is not possible to complete the large workload using only City staff. It is to the City's benefit to retain qualified firms for capital project design and engineering. Project assignments are rotated among the consultants, taking advantage of each consultant's specializations. Proposals were requested and submitted in compliance with Chapter 3.03 of the Huntington Beach Municipal Code. The proposed new contracts allow for a three-year contract term with a total budget not to exceed $2 million per contract over the three-year contract term. Funding sources will be capital project accounts, using the approved project budgets. Public Works Commission Action: Not required. Environmental Status: Not applicable. Attachment(s): Design Professional Services Contract with AKM Consulting Engineers. oZ 83D — 2. Design Professional Services Contract with Boyle Engineering Corporation. 3. Design Professional Services Contract with Dudek & Associates, Inc. A 83 711 " 4. Professional Services Contract with Harris & Associates, Inc. i 3 73 - ,: 5. Design Professional Services Contract with Huitt—Zollars, Inc. 6. Design Professional Services Contract with Richard Brady & Associates, Inc. G:\R C A\2005\05-082 Dec 19 Ferrigno (Approve Contracts for As Needed Civil Engineering).doc 12/2/2005 3:21 PM M! ATTACHMENT #5 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUITT-ZOLLARS, INC., FOR AS -NEEDED CIVIL ENGINEERING SERVICES 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 HUITT-ZOLLARS, INC., a Texas corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide as -need civil engineering services; 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: 1. SCOPE OF SERVICES CONSULTANT shall provide all services described as individual engineering projects on an as -needed basis as directed by CITY. These services shall sometimes hereinafter be referred to as the "PROJECT. CONSULTANT will perform all engineering functions as set forth in a written Scope of Work to be provided in advance of each PROJECT. CONSULTANT hereby designates Carl F. Taylor, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 05agree/huitt 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence as soon as practicable after the execution of this Agreement by CITY (the "Commencement Date"). This Agreement shall expire on November 7, 2008, unless sooner terminated as provided herein. The time for performance of the tasks identified in the Scope of Services are generally to be shown in the Scope of Services. This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in the original proposal for as -needed services, a fee based upon approved Capital Improvement Projects, including all costs and expenses, not to exceed Two Million Dollars ($2,000,000). 5. EXTRA WORK In the event CITY requires additional services not included in the Scope of Services or changes in the scope of services described in the Scope of Services 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 A. 05agree/huitt 2 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, except that any use other than that for which these materials were created shall be without risk to CONSULTANT. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, 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 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 CONSULTANT'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 a limitation upon the amount of indemnification to be provided by CONSULTANT. 05agree/huitt 3 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall furnish 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) per claim and in the aggregate. The above -mentioned insurance shall not contain a self -insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims -made policy shall be acceptable if the policy further provides that: A. The 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. 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; 05agree/huitt 4 B. shall 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 the provisions for indemnification of CITY by CONSULTANT under the 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 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 AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without 05agree/huitt 5 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 assignment, 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. 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 CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage 05agree/huitt 6 prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONSULTANT, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: TO CITY: City of Huntington Beach ATTN: Director of Public Works 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Carl F. Taylor Huitt-Zollars, Inc. 430 Exchange, Suite 200 Irvine, CA 92602-1315 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. 18. 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. 05agree/huitt 7 20. INTERPRETATION OF 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 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. 05agree/huitt 8 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 Huntington 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. ATTORNEY'S 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 prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms 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. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely 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 05agree/huitt 9 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 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 supercedes all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers �ECE/v�-�_ /9 , 200S. HUITT-ZOLLARS, INC., By:� Jamey F. Gillen, Vice Pre AND By: \fly \� Ebert L. Phillips, Secretary REVIEWED AND APPROVED: ty Administrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor ity Clerk LIa o APPROVED AS TO FORM: -_,, " , AAA ( / .�` City Attorney YgSJ6 MIs,os \4 )5-1 °{ INITIATED AND APPROVED: Director of Public Works 05agree/huitt 10 EXHIBIT "A" Payment Schedule (Fixed Fee Payment) 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 the written Scope of Work 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 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. jmp/contracts group/intematl sample/10/6/05 l 2 ] 4 5 6 7 @ 9 }A ll 12 13 14 15 16 17 l# lg 20 21 22 23 24 25 20 27 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BDlTT-ZOLLARS"INC.,FOR AS -NEEDED CIVIL ENGINEERING SERVICES Table ofContents ScopeofServices ..................................................................................................... l CityStaff Assistance ................................................................................................ 2 Term; Time ufPerformance ..................................................................................... 2 Compensation.......................................................................................................... - ExtraWork ............................................................................................................... 2 Method of Payment --.----------------.----.---.----.—..2 Disposition of Plans, Estimates and Other Documents ........................................... 3 HoldHarmless ......................................................................................................... ] Professional Liability Insurance ................................................................. 4 Certificate ofInsurance ............................................................................................ 4 Independent Contractor ............................................................................................ 5 Termination of Agreement ----------------.-------.--.—.—..5 Assignment and Delegation ---------------------------.—. 5 -----..--------.------.-------------h� City Employees and Officials .................................................................................. 8 Notices................................................................................................ h Consent.................................................................................................................... Modification............................................................................................................. ' Section Headings ---------.--------------.-------.--..7 Interpretation of this Agreement .--.---.—_---------.-----.--..0 Duplicate Original ................................................'........................................'.........'8 Immigration --------------'.----.--------.----.----..0 Legal Services Subcontracting Prohibited ................................................................ 9 Fees.......................................................................................................... A Survival..................................................................................................................... g Governing Law ......................................................................................................... 4 Entirety .............................................'.........'..................'......'.................................... 9 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE TM 10/24/2005 PRODUCER McLaughlin Brunson Insurance Agency THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 9535 Forest Lane HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 118 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Dallas TX 75243 INSURERS AFFORDING COVERAGE INSURED Huitt-Zollars, Inc. INSURER A: XL Specialty Insurance Company A+15 3131 McKinney Avenue INSURER R Suite 600, LB 105 INSURER C: Dallas TX 75204 INSURER D: INSURER E: COVFRA[.F.R 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ FIRE DAMAGE (Anyone fire $ COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR MED EXP An one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLI ES PER: PRODUCTS - COMP/OP AGG $ POLICY PRO LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIREDAUTOS NON -OWNED AUTOS APPROVED AS 10FORM JENNIFER McG H(Per PROPERTY DAMAGE accident) $ GARAGE LIABILITY By Paul DMA o as n; AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO Aaixotant City Attox mq AUTO ONLY: AGG EXCESS LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE RETENTION WORKERS COMPENSATION AND n STATU- OTH- E.L. EACH ACCIDENT $ EMPLOYERS' LIABILITY E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT A OTHERProfessional DPR9400114 01/23/2005 01/23/2006 $ 5,000,000 Per Claim / Aggregate Liability Reduced Deductible Endt. - $ 0 - Retroactive Date 1/1/1975 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: As needed civil engineering services. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILtfNDEWM'TO MAIL 30 DAYS WRITTEN 2000 Main Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEF'FIBUT-PAILURL-T&DO Se SNAtL Huntington Beach CA 92648 -" POft-N"-MtMTIDrr'OPt"rwB&Irf-,DF ANY-t'e1ND-OPrm THE mse►RER,-ITs-*oenTS OR -REPRESENT"VES: AUTHORIZED REPRESENTATIVE ACORn 95S 1715171 0 ACORD CORPORATION 1988 ACORD CERTIFICATE OF LIABILITY INSURANCE TM DATE 10/24/2005 PRODUCER McLaughlin Brunson Insurance Agency THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 9535 Forest Lane HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 118 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Dallas TX 75243 INSURERS AFFORDING COVERAGE INSURED Huitt-Zollars, Inc. INSURER A: XL Specialty Insurance Company A+15 INSURER B: 3131 McKinney Avenue Suite 600, LB 105 INSURER C: Dallas TX 75204 INSURER D: INSURER E: rnVFRAGF.R THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NO THSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MA 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR To I TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONI LIMITS GENERAL LIABILITY 7COMMERCIALGENERAL LIABILITY CLAIMS MADE OCCUR EACH OCCURRENCE $ FIRE DAMAGE An one fire $ MED EXP Art one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ P�EN'L AGGREGATE POLICY LIMIT APPLIES PER: PRO- LOC PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS' HIRED AUTOS NON -OWNED AUTOS APPROVED AS T JEl IFER M.GMM FORM aly COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO TIC By P81� Al"Y Assist=t City Mm Ia/2 8� AUTO ONLY - EA ACCIDENT $! OTHER THAN EA ACC AUTO ONLY: AGG $ EXCESS LIABILITY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION EACH OCCURRENCE $ AGGREGATE $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STATU TH WIT rR E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT A OTHERProfessional Liability DPR9400114 01/23/2005 1112112006 $ 5,000,000 Per Claim / Aggregate Reduced Deductible Endt. - $ 0 - Retroactive Date 1/1/1975 DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECtAL PROVISIONS RE: As needed civil engineering services. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILt-eNDE*VeR-TO MAIL 30 DAYS WRITTEN 2000 Main Street NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEF1;13U"AILtiR&T&VO-St?9HALL Huntington Beach CA 92648 -tSAPM-N&,MUSAT1M-OR-I:LML"% eF-kf&i"ND,"PON"E-mstiReR ITS-*oeNTS OR -REPRESEN"MV . AUTHORIZED REPRESENTATIVE ACORN 25-S 17/971 0 ACORD CORPORATION 1988 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK December 28, 2005 Carl F. Taylor Huitt-Zollars, Inc. 430 Exchange, Suite 200 Irvine, CA 92602-1315 Dear Mr. Taylor: CALIFORNIA 92648 Enclosed for your records is a copy of the Professional Services Contract between City of Huntington Beach and Huitt-Zollars, Inc. for as -needed civil engineering services. Sincerely, Joan L. Flynn City Clerk JF:pe Enclosure: Agreement G: foI1owup: agrmtltr ( Telephone: 714-536-5227 )