Loading...
HomeMy WebLinkAboutK J Kammerer & Associates - 2008-06-20Name of Contractor K J Kammerer & Associates Purpose of Contract For Example Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Develop Energy Efficient Program Proposal Amount of Contract $6,500 00 Copy of contract distributed to The original insurance certificate/waiver distributed El Dept ❑ to Risk Management Finance Dept ❑ ORIGINAL bonds sent to Treasurer ❑ W�fi i Date 3 /07 Name/Extension City Attorney s Office X 6/eta/��o G AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND K J KAMMERER & ASSOCIATES FOR DEVELOP ENERGY EFFICIENT PROGRAM PROPOSAL 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 K J Kammerer & Associates a Sole Proprietor hereinafter referred to as "CONSULTANT " WHEREAS, CITY desires to engage the services of a consultant to Develop Energy Efficient Program Proposal 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 sometimes hereinafter be referred to as the 'PROJECT " CONSULTANT hereby designates Kurt Kammerer who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agree/surfnet/professional svcs to $49 12 07 I 2 CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement 3 TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement The services of CONSULTANT are to commence on U 1 /L.O , 20 08 (the "Commencement Date') This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A " This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein 4 COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement a fee including all costs and expenses not to exceed Six Thousand Five Hundred Dollars ($_ 6 500 00 5 EXTRA 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 agree/surfnet/professional svcs to $49 1207 2 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 " 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 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 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 CONSULTANT'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 CONSULTANT s counsel This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surtnet/professional svcsto $49 12 07 3 applicable The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT 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 "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 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 agree/surfnet/professional sves to $49 12 07 4 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 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 agree/surtnet/professional svcs to $49 12 07 5 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 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 agree/surfnet/professional svcs to $49 1207 6 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 I heremabove) 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 City of Huntington Beach ATTN ,G ,ZZ ZE ' X 2000 Main Street Huntington Beach CA 92648 agree/surfnet/professional sves to $49 12 07 7 TO CONSULTANT jEffZ4 Z?` 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 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 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 agree/surtneUprofessional sves to $49 12 07 8 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 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 agree/surfnet/professional sves to $49 12 07 9 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 the 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 to accordance with the laws of the State of California 27 SIGNATORIES Each undersigned represents and warrants that its signature herembelow 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 CONSULTANT's initials k _ 28 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 warranties oral or otherwise have been made by that party or anyone acting on that party s agree/surfnet/professional sves to $49 12 07 10 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 supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29 EFFECTIVE DATE IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by and through their authorized officers This Agreement shall be effective on the date of its approval by the City Attorney This Agreement shall expire when terminated as provided herein CONSULTANT c(�MMGI&I, t 115 t�C COMPANY NAME By re-r- � print name ITS (circle one) Chat rman/PresidentNicc President I A/k print name ITS (circle one) Secretary/Chief Financial Officer/Asst Secretary — Treasurer agree/surfnet/professional svcs to $49 12 07 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California /,7 HBNIC §3 03 100) APPROVED AS TO FORM P:&6 City Attorney tj1A Pl- Date U, _ VV V U EXHIBIT "A" A STATEMENT OF WORK CONSULTANT shall work with the utility companies (Southern California Edison and Southern California Gas Company) to develop a comprehensive energy efficiency local government partnership program for Program Year 2009-2011 This proposed program will include the pursuit of energy efficiency projects and initiatives B CONSULTANT'S DUTIES AND RESPONSIBILITIES Based upon the direction of the City Administrator, or his/her designee, CONSULTANT shall develop a comprehensive proposal for the development of an energy efficiency partnership with Southern California Edison and Southern California Gas Company for the pursuit of energy efficiency opportunities in Huntington Beach These opportunities include projects within city facilities and infrastructure as well as partnering with the business community and residents to pursue energy savings in the commercial and residential sectors C CITY'S DUTIES AND RESPONSIBILITIES 1 Allow CONSULTANT access to facilities as necessary for this project 2 Provide CONSULTANT utility consumption and demand data 3 Provide CONSULTANT answers to questions as needed to clarify issues and data needs D WORK PROGRAM/PROJECT SCHEDULE The term of this contract is 12 months with the opportunity for one 12 month extension Work program/project schedule to be determined during the term of the contract EXHIBTI' "B" Payment Schedule 1 Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY 2 CONSULTANT shall be entitled to a full payment towards the fixed fee set forth herein in accordance with the following Total fees shall not exceed Six Thousand Five Hundred Dollars ($6 500 00) CONSULTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year CONSULTANT shall not continue with any work effort over the amount of the maximum limit unless first authorized in writing by City authorized representative(s) 3 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 4 CONSULTANT shall submit to CITY an invoice for each progress payment due Such invoice shall 1) Reference this Agreement 2) Describe the services performed 3) Show the total amount of the payment due 4) 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 5) 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 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 imp/contracts1,roup/exB 1/6/17/08 su QIN INSURANCE AND INDEMNIFICATION WAIVER Hnn Be h MODIFICATION REQUEST (jp � (� 1i19 E C F � �.`� r- 65 ) 1 Requested by Paul Emery APR 0 3 2000 2 Date April 2, 2008 City of Huntirgton Beach City Attorney s Office 3 Name of contractor/permittee K J Kammerer & Associates 4 Description of work to be perforrpej Develop Energy Efficient Program Proposal 5 Value and length of contract $1-GW3 years 6 Waiver/modification request Professional Liability Insurance 7 Reason for request and why it should be granted Proposal preparation only Prior request for waiver was approved 8 Identify the risks to the City in approving this waiver/modification Low Departme ead Signature Date APPROVALS Approvals must be obtained in the order listed on this form approvals are required for a request to be granted Approval from the City Admi ator s Office my required if Risk Management and the City Attor e s Offs a dis 1 R ManagementApproved ❑ Denied SI re ate 2 City Attorney's Office >qAoproved ❑ Denie � �o� Signatur Date 4 3 City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved the completed waiver/modification request is to be submitted to the City Attorney s Office along with the contract for approval Once the contract has been approved this form is to be filed with the Risk Management Division of Administrative Services Waiver Form for KJ Kammerer 4/2/2008 9 31 00 AM 1 Date 6/17/2008 N41,110,K01 Professional Service Contracts Purchasing Certification 2 Contract Number ADM 02800500 3 Department City Administration 4 Requested by Paul Emery 5 Name of consultant K J Kammerer and Associates 6 Attach the written statement of the specification conditions and other requirements for the requested services provided to solicited consultants See Exhibit A 7 Amount of the contract $6 500 00 8 Are sufficient funds available to fund this contract?' ® Yes ❑ No 9 Is this contract generally described on the list of professional service contracts approved by the City Council?' ® Yes ❑ No 10 Business Unit and Object Code where funds are budgeted 11 Is this contract less than $50 000? ® Yes ❑ No 12 Does this contract fall within $50 000 and $100 000? ❑ Yes ® No 13 Is this contract over $100 000? ❑ Yes ® No (Note Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk Make sure the appropriate signature page is attached to contract ) 14 Were formal written proposals requested from at least three available qualified consultants? ❑ Yes ® No 15 Attach list of consultants from whom proposals were requested (including a contact telephone number) N/A 16 Attach proposed scope of work See Exhibit A 17 Attach proposed payment schedule See Exh B — /11- �41 epartment He Signature RICHAR5 AMADRIL Central Services Manager 1 If the answer to this question is No the contract will require approval from the City Council V