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HomeMy WebLinkAboutMichael Baker International - 2016-06-07PROFESSIONAL SERVICES CONTR.ACTBETWEEN THE CITY OF HUNTINGTON BEACH AND MICHAEL BAILER INTERNATIONAL FOR LOCAL HAZARD MITIGATION PLAN (LHMP) UPDATE 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 Michael Baker Intenational, a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to Update the Local Hazard Mitigation Plan; and Pursuant to documentation on file in the'ofI'ice 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: 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 Aaron Pfannenstiel %vho shall represent it and be its sole contact acid agent in all consultations with CITY during the performance of this Agreement. sgree/ewimt0mfemrW sues to $49 10115 1 of 11 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 201 to (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 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 PROTECT If mutually agi eed 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 Twenty-nine Thousand Nine Hundred Ninety Dollars ($29,990) 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 asree/surfnet/professional svcs to $49 10115 2 of 11 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 Any reuse by CITY of such materials on any protect other than the project which is the subject of this Agreement without CONSULTANT's prior written consent shall be at the sole risk of CITY. 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 habillty 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 an), insurance policies are agree/surfnet/professionalsvcs to $49 10115 3 of 11 applicable, The policy limits do not act as limitation upon the atnount 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 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. The policy retroactive date coinoides 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 -*vill 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 prooured and is in force and paid for, the CITY shall have the right, at the CITY's election, to aptdsturnWinotesionat svm to $49 10/15 4 of I I 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. Io. CBRTi~FICATE 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 shad: 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. Tile requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANrs 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 file policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabave required. agwi u fnet/proressional iva to S49 torts 5 of 11 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. t - • • i 51lir. 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 CONSULTA>T 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. 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 (lie prior express written consent of CITY. if an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants roust satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. spvc/surk0proressional sm w $49 10115 6 of 11 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 Calrforma 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 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. City of Huntington Beach ATTN. Brevyn Mettler 2000 Main Street Huntington Beach, CA 92648 agree/surCiiet/profess►onai Svcs to $49 10115 7 of 11 TO CONSULTANT. Michael Baker Intenational, Inc 3536 Concours St, Suite 100 Ontario, CA 91764 When CITY's consent/approval is required under this Agreement, its consent/approvel for one transaction or event shall not be deemed to be a copse t/approval to any subsequent occurrence of the same or any other transaction or event. MIMM1SOM • 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. 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 e�eelaorSieUyrofossiond eves to S49 10115 t; of 11 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 ORIMAL 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. AMURATION 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. egredaufttjpmresstonl ayes to 349 1 on s 9 of 11 90_RU -V-1 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 attorneys fees, such that the prevailing party shall toot be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVNAL Terms and conditions of this Agreement, whiph by their sense and context survive the expiration or termination of this Agreement, shal(so survive. t • _ LIRI This Agreement shall be governed and construed in accordance with the laws of the State of California. 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 Agreetent, and shall indemnify CITY fully for any ii>ljuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, 29. ENT1REW The parties acknowledge and agree that they we 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 behalf, which are not embodied in this Agreement, and that that party has not executed this agrWsurfneUprofwtonal arcs to S49 10115 W of l l Agreement in reliance on any representation, inducement. promise, agreement, wartanty. fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entue agreement between the parties respecting the subject matter of this Agreement, and supersede all poor understanding-, and agreements whether oral or in waiting between the patties respecting the subject matter hereof 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agtcement shall expire when terminated as provided herein. 11\1 WITNESS WHEREOF. the parties hereto have caused this Agreement to be executed by and through their authorized officers - CONSULTANT. Michael Baker International COMPANY NAME By. P_ J o �nrson/ pnnt mime ITS (circle one) Chainnan/I'regtden 'tcc I'mstdent AND Bw MJX— CW-,A� print name ITS. (circle one) Secreturv/Cruef rtnmutnl otlicer set 6r1r—ewrV1y Treasurer agree/surfnet/professional ages to S49 10/15 I I of I I CITY OF HUNTiNGTON BEACH, a municipal cot potation of the State of California —e —'�& nnector/Chief (I'msuaru To HBhIC F3 03 100) APPROVED AS TO FORM L011ty RECEIVE AND FILE. City ClerL Date 7 a-0/� C Exhibit "A" A The City of Huntington Beach, with assistance of a contractor, will complete a comprehensive plan update and revision. Once a contractor is hired, the City will convene the Hazard Mitigation Planning (HMP) team comprised of City personnel including- Planning, Fire, Building & Safety, and Public Works Departments; adjacent City Emergency Managers, County representatives, environmental professionals, the business community and volunteer community members. The contractor will facilitate several meeting to guide the HMP Team through the mitigation plan review process, complete the document, and follow though to approval and adoption process B. Consultants Duties and Responsibilities o Facilitate Three Meetings ■ Meeting 1 - Overview of the HMP process/ review of the plan, and verification of critical facilities/hazards. Conclusion of this meeting, will allow Michael Baker to begin the risk assessment portion of the plan. How does the City team know what data is required? ■ Meeting 2 - Overview of Risk Assessment prepared by Michael Baker staff. This will include mapping for no more than ten hazards. ■ Meeting 3 - Discussion and prioritization of draft mitigation actions ■ Each meeting will provide members an opportunity to discuss issues and concerns, and ask questions if necessary. o Plan Preparation • Prepare the administrative draft and draft LHMP document for review by the City/HMP team and Cal OES/FEMA. This task assumes GIS mapping will be conducted by Michael Baker using readily available data sets provided by the City or State and Federal agencies. o Outreach o Prepare an outreach survey (English) for distribution to City residents/businesses both in print form and electronically. Compile results for plan. o Approval and Adoption • Upon receipt of comments from Cal OES/FEMA, the contractor and HPM team will make the necessary corrections and finalize the document for agency approval. • Assist in City adoption process C. City's Duties and Responsibilities o Convene HMP team o Provide technical support and data (GIS, background info, etc.) o Distribute outreach survey o Review plan and submit plan to CaIOES/FEMA o Facilitate City Council adoption process. April - Hazard Mitigation Planning Team kick off meeting. May— Risk Assessment meeting and survey July — Mitigation Actions meeting August — Review Draft Plan September — Public Review October —Submit plan to CaIOES/FEMA f51:�:11:3-� W1:3i1 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 toward the fixed fee set forth herein in accordance with the following. HMP Team Meetings - $3750 Plan Preparation - $19870 Outreach - $2520 Agency Coordination - $1840 Adoption Support - $2010 Total not to exceed $29, 990 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. OA