HomeMy WebLinkAboutOverland Pacific & Cutler, Inc. - 2010-11-10 CONTRACTS SUBMITTAL TO
CITY CLERK'S OFFICE
To: JOAN FLYNN, City Clerk
Name of Contractor: Overland, Pacific and Cutler, Inc.
Purpose of Contract: For Example:Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park
Right-of-Way Consulting and Land Services
Amount of Contract: $30,000
Copy of contract distributed to: The original insurance certificate/waiver distributed
1-1Initiating Dept. ❑ to Risk Management
Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑
Date: 2 / f
Name/Extension
City Attorney's Office
7t 30
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G:AttyMisc/Contract Forms/City Clerk Transmittal W_ !
AMENDMENT NO. 1 TO AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
OVERLAND,PACIFIC AND CUTLER, INC. FOR
RIGHT-OF-WAY CONSULTING AND LAND SERVICES
THIS AMENDMENT is made and entered into by and between the CITY OF
HT NTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"City", and OVERLAND, PACIFIC & CUTLER, INC., a California corporation, hereinafter
referred to as"Consultant."
WHEREAS, City and Consultant are parties to that certain agreement, dated
November 9, 2010, entitled "Professional Services Contract Between the City of Huntington
Beach and Overland, Pacific and Cutler, Inc. for Right-of-Way Consulting and Land
Services"which agreement shall hereinafter be referred to as the"Original Agreement," and
Since the execution of the Original Agreement, City has determined that the funds
budgeted were inadequate to compensate Consultant for the services performed and to be
performed; and
City and Consultant wish to amend the Original Agreement to modify the amount of
compensation to be paid by City to Consultant,
NOW, THEREFORE, it is agreed by City and Consultant as follows:
1. ADDITIONAL 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
Agreement, an additional sum, including all costs and expenses, not to exceed Fifteen
Thousand Dollars ($15,000.00). This additional sum shall be added to the original contract
imount of Fifteen Thousand Dollars ($15,000.00), for a new total contract amount not to
exceed Thirty Thousand Dollars ($30,000).
1
11-2829/60794
2. 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 haves� caused this Agreement to be
executed by and through their authorized officers on / l' -- /A�
1q5 /
OVERLAND, PACIFIC AND CUTLER, CITY OF HUNTINGTON BEACH, a
INC. municipal corporation of the State of
California
By:
pri t name Director of Economic Dev lopment
ITS: (circle one)Chainna residen ice President
AND
? APPROVED 4S TO FORM:
B ,lam/
R ,q 'o-k �'� ,��2./
print name �2a1 t\
ITS: (circle one) ecreta hief Financial ,City Attorney
Officer/Asst. Secretary-Treasurer
2
11-2829/60794
V
S i INSURANCE AND INDEMNIFICATION WAIVER
0
MODIFICATION REQUEST
1. Requested by: Risk ManagementNOV
2. Date: November 9, 2010
3. Name of contractor/permittee: Overland Pacific and Cutler Inc.
4. Description of work to be performed: Right of Way Consulting Services
5. Value and length of contract: $15,00.0 for one year
6. Waiver/modification request: PL Deductible of$50,000, GL Deductible $10,000
7. Reason for request and why it should.be granted: unable to compy with requirements
8. Identify the risks to the City in approving this waiver/modification: N/A
11/9/10
`flepartme t Head Signature Date:
APPROVALS
Approvals must be,obtained in the order listed,on,this form. Two approvals are required
for a request to be granted. Approval.from t4City,Administrator's Office is only required if
Risk Management and.the ity Attorneys Off e isagree.
1. 'sk Management
Approved ❑ Denied Lvo .4D
�/ /4
Sign ure Date
2. City Attorney's Office
Approved ❑ Denied(9
Signature Date
3. City Administrator's Office
❑ Approved ❑ Denied
Signature Date
If approved,the completed waiver/modification request is to be submitted to the
City Attomey`s Office along'with the contract for approval: Once the contract has been approved,
this form is to be filed with the Risk Management Division of Human Resources
Waiver Form 11/9/2010 10:52:00 AM
CERTIFICATE OF LIABILITY INSURANCE DATE(MNVDOIYYYY}
S/2s/2ozo
PRODUCER (818)598-8900 FAX: (818)598-8910 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Venbrook Insurance Services, CA Lic OD80832 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
6320 Canoga Avenue ALTER.THE.COVERAGE AFFORDED BY THE.POLICIES BELOW.
12th Floor —
Woodland Hills CA 91367 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURERA.Hartford Fire Insurance Co 19682
.
Overland Pacific & Cutler Inc.
INSURER B The Hartford - zsa2e
:
3750 Schaufele Ave. Suite 150 INSURER C:Westchester Fire Insurance 21121
'.INSl1RER D: -
Long Beach CA 90808 INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE.POLICY PERIOD INDICATED.NO,TWITHSTANDiNG
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE-TERMS,EXCLUSION$AND CONDITIONS OFSUCH
POLICIES.AGGRFGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
T RD TYPE OF POLICY NUMBER ' POLICY EFFECTIVEp01 ICY EXPIRATION
ILLS INSURAN'QE flA_TE(MM1D0fYVYY}-BATE IMMIQDlYYYY1 — LIMtI'S
GENERAL LIABILITY EACH OCCURRENCE S 000
' DAMAGETORENfED
X COMMERCIAL GENFRAL LIABILITY PROMISES jEa occurrcnc}, ;$ 300,000
.,... - - ......
A X CLAIMS MADE X OG(A)R_72UUNTR7859 6/l/2010 b/1/2011 MEDEXP(Anytxteparson) 'S 10,000
_.._ ..
X $10,000 BI&PD bed PERSONAL&ADV INJURY :S .�. 000,,000 !.
Per Claim E'ENf-RA(AGGREGATE _S _2,,000,00,0 '.
. . _... _. ._. .......... . .
GENT.AGGREGATE LIMIT APPLIES PER!' PRODUCTS-COMPIOP AGG:S 2,000,000
POLICY'X_� f7 _. LOC
AUTOMOBILE LIABILITY -
COMBINED SINGLE I.IMR
X i ANY AUTO IEa accidont) $ 1,000,000
A ALL OWNED AUTOS 72UUNTR7859 6/1/2010 6/1/2011 BODILY INJURY
- :S
X:SCHEDULED AUTOS
(Per person)
-X HIRED AUTOS - BODILY INJURY
.X NON-OWNED AUTOS (11er accident)
X Comp Ded $1,000
..._..- -.-_-... _. AS TO FO :(Per indent)PROPERTY DAMAGES
X , Coll Ded $1,000 —___.,•„-•
GARAGELIABILITY E �+�R+ McG '� AUTO:ONLY EA ACCIDENT..... ,_ S
ANY AUTO '. C• ATTORNEY 1 ORNEY - .OTHER TI 1AN CA AC S
AUTO ONLY: AGG $ i
-EXCESS 1 UMBRELLA LIABILITY _ EACH OCCURRENCE S 2.,000,000
X OCCUR t CLAIMS MADE - - AGGREGATE $ 2,000,000
VS
B :DEDUCTIBLE .72RHUTR7849 6/l/2010 6/1/2011 $
Rn-ENTION S
B WORKERS COMPENSATION i �_— X WC STATU• OTH --
AND EMPLOYERS'LIABILITY Y/N 7:O!tY LIMIT$
ANY PROPRIETORRARTNERIEXECUTIVE -' - CL CA_chACCMENT $ 1,.000,000
UFes deseri�e uncle EMUER EXCLUDED?
C __$CASC PA EMPI OYrf $ 1,,000,000
I MIf andatory
SPECIAL PROVISIONS below E.L.DI -POLICY
LIMIT
ory in NH) 72WETQ9133 6/1/2010 - 6/1/2011 E.L.DI
DISEASE•POLICY LIMIT S 1,000,000
C OTHER Professional Liab. G24412763 003 6/1/2010 6/l/2011 Ea claim v $2,000,000
Claims Made :Aggregate $2,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT SPECIAL PROVISIONS -
RE: In-House Consulting Services
The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers included
as additional insured per attached endorsement NCG20260704. Subject to policy terms, conditions, and exclusions.
*10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Huntington Beach DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL—_ DAYS WRITTEN
Attn: Tina Krause, Real Estate NOTICE'10 THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
2000 Main Street
Huntington Beach, CA 92618 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ..
S}78'"011 ,)U:I EIS/Sii A.)ON ._.._:}•• t C. _;�.!E; ....fr•..•_.ei•... ...�
ACORD 26(2009101) ic 1988-2009 ACORD CORPORATION. All rights reserved.
INS025(?0Y_0l) The ACORD(Tame and logo are registered marks of ACORD
CITY OF HU TINGT N BEACH
" - - Professional Service Approval Form
- Amendment # 1
1. Date Requested: 2/24/11
2. Contract Number to be Amended: OW-17061
3. Department: Economic Development
4. Requested By: Tina Krause
5. Name of Consultant: Overland, Pacific and Cutler, Inc.
6. Amount of Original/Prior Contract: $15,000
7. Additional Compensation Requested: $.39-DW i5,- 00
8. Original Commencement Date: 11/10/10
9. Original Termination Date: 11/9/11
10.Extended Date Requested:
11.Reason for Contract Amendment:
F
Consultant is offering the City a discounted rate for an experienced Right=of-
Way project manager for on-call/in-house consulting services regarding
various right-of-way issues.
12.Are sufficient funds available to fund this contract? Yes ® No ❑
13.Business Unit and Object Code where funds are budgeted:
10080501.69365
_ l0
Departme ead Signature Director of Finance
(or designee) Signature
COPY
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
OVERLAND PACIFIC & CUTLER, INC.
FOR �0�0
RIGHT—OF—WAY CONSULTING AND LAND SERVICES
Table of Contents
1 Scope of Services.....................................................................................................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............................................................................................5
lI Independent Contractor............................................................................................6
12 Termination of Agreement.......................................................................................6
13 Assignment and Delegation......................................................................................6
14 Copyrights/Patents...................................................................................................7
15 City Employees and Officials..................................................................................7
16 Notices.........................................................................................7
17 Consent .................................................................................................
18 Modification..........................................................................................
19 Section Headings..................................................................................... ....8
20 Interpretation of this Agreement..............................................................................8
21 Duplicate Original....................................................................................................9
22 Immigration...............................................................................................................9
23 Legal Services Subcontracting Prohibited................................................................9
24 Attorney's Fees..................
25 Survival.....................................................................................................................10
26 Governing Law.........................................................................................................10
27 Signatories.................................................................................................................10
28 Entirety......................................................................................................................10
29 Effective Date.......................:.........................................................I I
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PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
OVERLAND, PACIFIC AND CUTLER, INC.
FOR
RIGHT-OF-WAY CONSULTING AND LAND 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 OVERLAND, PACIFIC & CUTLER, INC. , a Corporation., hereinafter referred
to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to
provide right-of-way consulting and land 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 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 RAY ARMSTRONG , who shall
represent it and be its sole contact and agent in all consultations with CITY during the
performance of this Agreement.
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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 A1ac,;0mJV - /0 , 2010 (the "Commencement Date"). This Agreement
shall automatically terminate one (1) year from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than one (1) year 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 Fifteen thousand ------- Dollars ($15,000.00).
5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or
changes in the scope of service described in Exhibit"A," CONSULTANT will undertake such
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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
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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 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 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
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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.
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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.
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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
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 Overland, Pacific & Cutler Inc.
Attention: Tina Krause Attention: Ray Armstrong
2000 Main Street— Real Property Svcs. 20 Fairbanks, Ste. 178
Huntington Beach, CA 92648 Irvine, CA 92618
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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
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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 parry 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.
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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 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.
CONSULTANT's initials
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 parry's
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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, CITY OF HUNTINGTON BEACH,
,, /^► a municipal corporation of the State of
CJ '1/LG�r/' iUT IC, California
COMPANY NAME
Director
BY 1 (Pursuant To MW§3.03.100)
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ITS:(circle on Chainn resident/Vice President APPROVED AS TO FORM:
AND
City Atto
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trlQYlY�P Date ( �
print name
ITS: (circle one ecretary hief Financial Officer/Asst.
Secretary—Treasurer
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EXHIBIT "Alf
A. STATEMENT OF WORK: (Narrative of work to be performed)
Overland, Pacific and Cutler, Inc. (OPC) will provide on-call/in-house consulting
services regarding various right-of-way issues. Required services may include, but are
not limited to: administration, title services, appraisal services, negotiation services,
closing services, condemnation support services. property acquisition services, and
other various right-of-way consulting and land services.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1. Administration: Preparing property owner contact lists; providing project
schedules indicating anticipated start and end dates; participating in project review
meetings; providing current status reports of all parcel and project activities; providing
monthly summaries of project expenses including amounts authorized, amounts paid
and forecasted; providing personnel available to answer questions; maintaining copies
of all correspondence and contacts with property owners; and maintaining files of
original documentation related to each property or property interest.
2. Title Services: Securing preliminary title commitments or title searches; securing
title updates; securing title insurance for all parcels acquired, insuring acceptable title to
the City. The cost of all title services, with the exception of curative work necessary to
provide clear title to the City, will be paid by the City and should not be included in the
proposer's scope of work or fee schedule. The cost of all curative work necessary to
provide clear title to the City is the responsibility of the proposer and should be included
in the negotiated fee schedule.
3. Appraisal Services: Securing written permission from owners to enter properties
from which land is to be acquired; preparing and conducting pre-appraisal contact with
interest owners for each parcel; contacting property owners or their representatives to
offer an opportunity to accompany the appraiser on the appraiser's inspection of subject
property; preparing a complete appraisal report for each parcel to be acquired; as
necessary, prepare written notification to the City of any concerns associated with
properties to be acquired which could require remediation; and reviewing completed
appraisals with City staff. As necessary, review appraisal reports to determine
consistency with values, supporting documentation related to the conclusions reached,
and compliance with the Uniform Standards of Professional Appraisal Practices.
Appraisers must be approved in advance by the City.
4. Negotiation Services: Analyzing preliminary title reports to determine potential
title problems, proposing methods to cure title deficiencies; preparing initial offer letters,
memorandums of agreement, instruments of conveyance, and other documents
requested by the City; contacting each property owner or their representative to present
the written offer in person where practical; maintaining follow up contacts and, upon
acceptance of the City's offer, securing the necessary instruments for closing;
responding to property owner inquiries verbally and in writing within two business days;
advising property owners on the administrative settlement process, transmitting to the
EXHIBIT "A"
City any written counter offers from property owners along with supporting
documentation and recommendations; and preparing final offer letters.
5. Closing Services: Coordinating with the City and title company to obtain updated
title commitments and certified copies of instruments of conveyance and ensuring
recordation of all instruments immediately after closing.
6. Condemnation Support Services: Providing two copies of complete property files
to the City; participating in preparation meetings and pre-trial hearings; providing
additional information as requested by the City Attorney; and taking photographs of the
interest to be acquired on the day of deposit.
7. Property Acquisition Services: Providing written notification to the City of any
items not acquired or retained by property owners as part of an acquisition; providing
written notification to the City when buildings are vacant and ready for disposal,
coordinating with property owner to assure the clearance of personal property.
C. CITY'S DUTIES AND RESPONSIBILITIES:
City to provide project manager with office work space at city facility and access to
various property files to projects assigned.
D. WORK PROGRAM/PROJECT SCHEDULE:
OPC's project manager will provide services at least one (1) day per week.
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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:
The fixed rate will be at$105/per hour.
B. Travel. Charges for time during travel are not reimbursable
C. Billiniz
I. All billing shall be done monthly in fifteen (15) minute increments and matched 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
the parties agree that past performance by CONSULTANT is in, or has been
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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.
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