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HomeMy WebLinkAboutChoate Parking Consultants, Inc. - 2006-09-26�s s F CONTRACTS` SUBMITTAL TO CITY CLERK'S OFFICE To: JOAN FLYNN, City Clerk Name of Contractor: Choate Parking Consultants, Inc. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Concept Design Services for Parking -Sites ,for 'the Downtown Specific Plan Amount of Contract: Not to exceed $15,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed to Risk Management El Initiating Dept. ❑ City Treasurer ❑ ORIGINAL bonds sent to Treasurer Date: Name/ExteAsion City Attorney's Office PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND CHOATE PARKING CONSULTANTS, INC. FOR CONCEPT DESIGN SERVICES FOR PARKING SITES FOR THE DOWNTOWN SPECIFIC PLAN 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 CHOATE PARKING CONSULTANTS, INC., a California corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide concept design service for potential parking sites for the City of Huntington Beach Downtown Parking Specific Plan; 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 asdescribed 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 Carmella 1p who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 06-495/4214' I 2. CITY STAFF ASSISTANCE V 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 as soon as practicable after execution of this agreement (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 twelve (12) months from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A:" This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. 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 services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 06-495/4214 2 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, reasonable costs and fees of litigation of every nature or liability of any kind or nature) to the extent caused' by or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) 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 06-495/4214 3 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 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. 06495/4214 4 i 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. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverageor 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. 1`1. 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, 06495/4214 5 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 finishedand 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 06-495/4214 6 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 Choate Parking Consultants, Inc. ATTN: Director, of Economic Development _ 16969 Von Karman, Suite 230 2000 Main Street Irvine, CA'92606-4944 Huntington Beach, CA 92648 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. 06495/4214 7 r 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 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. 06-495/4214 8 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 ofservicescontemplated 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 the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 06-495/4214 9 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 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 supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 06495/4214 1 IN WITNESS WHEREOF, the parties hereto ve caused this Agreement to be executed by and through their authorized officers on CONSULTANT, CITY OF HUNTINGTON BEACH,, a municipal corporation of the State of CHOATE PARK 14CyCONSU KANT& INC. California B t� V�; Q �Iy c�c Director of EconomicAelopment o (Pursuant To HBMC100) print name ITS: (circle one) Chairman residen ice President ANDD AS TO FORM: rJ �; w, lam ity Attorney(,) - rint name REVIEWED A APPR ED: ITS: (circle one) ecretary Chief Financial Officer/Asst. Secretary —Treasurer City inistrator (only for contracts $50, 000. 00 and over) { 06495/4214 l l EXHIBIT ..A.. A. STATEMENT OF WORK: (Narrative of work to be performed) To provide concept design service for potential parking sites for the City of Huntington Beach Downtown Parking Specific Plan. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: External Issues CPC will provide an analysis of current conditions in regards to traffic and circulation patterns and determine current maximum parking capacity. CPC will work to comment on and build on any existing configurations and appropriate framing modules for the conceptual solutions to enhance current parking conditions (3 options). 1. Visit the sites noting the various obvious constraints and possibilities. 2. Meet with Staff to review previously generated design concerns and other reports about the sites. 3. Review survey boundaries, utility and topographic information for the parking facility site if available. 4. Implement the City's programming requirements and integrate with the site limitations. 5. Identify the known site limitations and identify survey and geological investigation requirements for the future schematicphase. 6. Review probable locations of pedestrian access and understand the user destinations. 7. Consider traffic flow and previous circulations studies previously completed at the sites. 8. Start the "what if' scenarios on how to maximize the site opportunities for user orientation and flow. 9. Consider massing for the site in terms of vistas, view corridors, and sight lines. 10. Provide a drawing for each site delineating the site "boundaries". Internal Issues CPC will delineate in CAD files circulation and parking geometric issues related to parking analysis and the user destinations. Layouts will coordinate access locations for vehicles and the separation of the pedestrian traffic to elements such as elevators, stairs and walkways. The parking will be developed to be consistent with governing ` agency requirements. A parking space count, area summary, with recommendations, will accompany the concepts. Issues relating to the building systems such as structural and pedestrian core integration will be discussed. I . Consider how to maximize efficiency without compromising user accessibility and comfort. 2. Develop the appropriate parking geometric and directional flow for each application utilizing the City zoning standards 3. Review points of ingress and egress for the parking facility determining the number of entry and exit lanes for operational issues such as access and revenue control equipment for the parking facility. 4. Review seismic considerations, ventilation and practical parking facility heights. 5. Review, recommendations regarding community architectural elements and discuss thoughts that could be anticipated from the local design review board and how the concepts can meet those guidelines. 6. Develop conceptual layouts and area summaries for cost comparison and evaluation by the design team members, as the facilities will fit with the larger whole. jmp/contracts group/exA/8/9/06 EXHIBIT "All A 1, 7. Deliberating with the team on the benefits and compromises of the concepts, recommend a preferred concept. 8. Create building elevations (blank canvas) for massing considerations and future architectural considerations in subsequent phases 9. Using project areas and that known about each facility,, develop; a concept budget based on the premiums of each parking facility by using historical data and hard construction bids from previous projects, Drawings of the concepts shall consist of plans of the grade, typical and top levels, and area summary for each. The final recommended concepts shall include profiles (elevations) of the levels showing the needed seismic impacts and spandrel height to serve as a "canvas for the aesthetic application" appropriate at each of the individual sites. Documents will be prepared as AutoCAD 2004 at scale drawings on backgrounds provided or that created from information available from the parcel maps. The budgets will be developed from similar project experiences relative to this site design evolution. C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Supply backgrounds of each site and/or parcel maps of specific parking sites. 2. Paid monthly bills within thirty days from the date of invoice. D. WORK PROGRAM/PROJECT SCHEDULE: Week 1Kick off/Review ofDPMP Week 2Analysis of forecasts and data Week 3Assesspotential additional parking site locations Week 4Develop alternative layouts and massing Week 5Meet with City to evaluate options Week 6Provide a draft of recommendations Week 7Final recommendation/deliverable complete jmp/contracts group/exA/8/9/06 EXHIBIT "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 progress payments toward the $15,000.00 fixed fee set forth herein in accordance with the following progress and payment schedules. Fixed fee includes travel and small-scale reproductions for the scope of services to be provided. CONSULTANT agrees to inform the City when CONSULTANT is at the point of reaching the $15,000.00 budget and CONSULTANT will not continue with any work effort over the amount of budget unless first authorized by the City of Huntington Beach. Hourly Rates: Principal/Consulting $ 210.00 Principal/Architectural $ 180.00 Project Management/Senior Parking 3. Consultant $ 150.00 Project Architect/Parking Consultant $ 130.00 Project Designer/Senior Technician $ 100.00 Technician $ 80.00 Clerical $ 60.00 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 besuspendeduntil the jmp/contracts group/ex13-1/8/9/06 I > EXHIBIT B 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. jmp/contracts group/exB-1/8/9/06 2 EXHIBIT B STATEMENT OF SOLE INCORPORATOR OF A California Corporation The Articles of Incorporation of this Corporation having been filed in the office of the Secretary of State of the State of California, the undersigned, being the sole incorporator named in said certificate, does hereby state that, pursuant to the provisions of California Corporations Code Section 210, the following actions were taken on this day for the purpose of organizing this Corporation: 1, Bylaws for the regulation of the affairs of the Corporation were adopted by the undersigned incorporator and were ordered inserted in the minute book of the Corporation immediately following the copy of the Articles of Incorporation and before this instrument. 2. The following persons were elected as directors to hold office until the first annual meeting of stockholders or until their respective successors are elected and qualified: J. Richard Choate 3. The Board of Directors was authorized, in its discretion, to issue the shares of capital stock of this Corporation to the full amount or number of shares authorized by the Articles of Incorporation, in such amounts and for such consideration as from time to time shall be determined by the Board of Directors and as may be permitted by law. Dated: November 9, 1998 a r Timothy Mf Tuttle, Sole Incorporator RESOLUTIONS OF THE BOARD OF DMECTORS OF CHOATE PARKING CONSULTANTS, INC. In accordance with the provisions of the Bylaws of this corporation and the California Corporations Code, the Board of Directors is authorized to take action by unanimous written consent without a meeting. The Board of Directors hereby adopts by unanimous written consent the following resolutions 1 ADOPTION OF BYLAWS: RESOLVED: That the Bylaws as adopted by the Incorporator be approved, ratified and adopted as and for the Bylaws of this corporation and that the Secretary of this corporation is hereby requested to file said Bylaws in this corporation's Minute Book. The Secretary is also requested to maintain a copy of said Bylaws, at the principal place of business of this corporation, in accordance with Section 213 of the California Corporations Code. 2. ELECTION OF OFFICERS RESOLVED: That the following individuals be, and hereby are, elected as officers of this corporation to serve as such for the ensuing year or until the election and qualification of their respective successors: Chief Executive Officer: J. Richard Choate Secretary: J. Richard Choate Chief Financial Officer: J. Richard Choate 3. ADOPTION OF SEAL: RESOLVED: That the seal, an impression of which is made on the margin of this record be, and the same hereby is, adopted as and for the seal of this corporation. 4. FORM OF SHARE CERTIFICATE: RESOLVED: That the form of share certificate presented to the Board of Directors be approved and adopted, and the Secretary is hereby requested to file a copy of said form of share certificate in the Minute Book immediately following the consent. 5. ORGANIZATIONAL EXPENSES: RESOLVED: That the Chief Executive Officer and the Chief Financial Officer of this corporation be, and they are hereby authorized and directed to pay the expenses of incorporation and organization of this corporation. 6. ACCOUNTING YEAR The Chairman suggested that the meeting consider the adoption of an accounting year, either fiscal or calendar, so that the appropriate governmental agencies could be notified thereof. On motion dulymade, seconded and unanimously carried, the following resolution was adopted: RESOLVED: That this corporation adopt an accounting year as follows: Date Accounting Year Begins: January 1 Date Accounting Year Ends: December 31 7. PRINCIPAL OFFICE LOCATION: After some discussion, the location of the principal office of the corporation for the transaction of the business of the corporation was fixed pursuant to the following resolution, adopted, on motion duly made, seconded and unanimously carried: RESOLVED: That 16969 Von Karman, Suite 240, City of Irvine, State of California be and the same hereby is designated and fixed as the principal office for the transaction of the business of this corporation in the State of California. 8. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS: RESOLVED: That J. Richard Choate is hereby designated as the individual who is authorized to accept service of process on behalf of this corporation. 9. ISSUANCE OF STOCK: WHEREAS, it is necessary that this corporation have shares of stock issued; and WHEREAS, the following named individual has offered to purchase the following shares of common stock of this corporation: Name No. of Shares Consideration J. Richard Choate 5,100 $5,100 2 K and has agreed to pay to this corporation the consideration set forth above; and WHEREAS, the Board of Directors has determined that the proposed offer and sale of said shares of the common capital stock of this corporation is entitled to the exemption from qualification with the Commissioner of Corporations of the State of California provided for in Subdivision (f) of Section 25102 of the California Corporations Code. NOW, THEREFORE, BE IT RESOLVED: That any officer of this corporation is hereby authorized, empowered and directed, on behalf of this corporation, to cause a Notice of Transaction Pursuant to Corporations Code Section 25102 (f) to be filed or mailed for filing with the Commissioner of Corporations of the State of California. RESOLVED FURTHER: That upon the receipt of the appropriate consideration, the Chief Executive Officer and the Secretary of this corporation be, and they hereby are, authorized and directed to sell and issue the shares of this corporation's stock to the persons and for the consideration hereinabove set forth. 10. EXPENDITURES: RESOLVED: That all of the expenditures incurred by this corporation for travel, interest, rent, entertainment or business gifts are deemed to be business expenses which are ordinary and necessary to the conduct of the regular operating affairs of this corporation. However, should it be finally held or agreed that any or all of such expenses are not ordinary and necessary business expenses, it is the intention of this Board of Directors that those amounts expended be treated as additional compensation in payment for services actually rendered by the employee for whose benefit the monies were spent. RESOLVED FURTHER: That such additional amounts of compensation shall be deemed a bonus to such employee. 1 ESTABLISHMENT OF BANK ACCOUNT RESOLVED: That this corporation is hereby authorized to establish a corporate bank account and that any officer of this corporation be and hereby is authorized and directed to execute any and all documents and to take any and all other actions necessary to establish said account. 12. SUBCHAPTER SELECTION: z RESOLVED: That any officer of this corporation is hereby authorized, empowered and directed, on behalf of this corporation to file U.S. Treasury Department Form 2553 with the Internal Revenue Service for the purpose of making an election under Section 1362 (a) of the Internal Revenue Code of'1986, to treat the corporation as an "S" corporation for federal income tax purposes and to secure all required shareholders' consents to said election. RESOLVED FURTHER:. That the federal election by this corporation to be treated as an "S" corporation be, and the same hereby is, deemed to be an election to be treated as an "S corporation for California income tax purposes pursuant to. Sections 23800 et seq. of the California Revenue and Taxation Code. 13. ACCEPTANCE OF RESIGNATION OF SOLE INCORPORATOR RESOLVED: That the resignation of the Incorporator be accepted. The Secretary of the corporation is hereby directed to file this written consent and the resolutions adopted hereby with the minutes of the proceedings of the Board of Directors. DATED AS OF: q' B :4 a J. Richard Choate, Sole Director 4 f t Client#:6624 I CHOATPARK ' ACORD- CERTIFICATE OF LIABILITY INSURANCE 08110/2006 ' .71RODUCER Dealey, Renton & Associates P. O Box 10550 Santa Ana, CA 92711-0550 714 427-6810 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE ' HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED Choate Parking Consultants, Inc. 16969 Von Karman, Suite 230 Irvine, CA 92606 INSURER A: United States Fidelity & Guaranty INSURER B: St. Paul Protective Insurance Co. INSURERC: U.S. Specialty insurance Company INSURER 0: 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 CONDITtONSOF SUCH POLICIES. AGGREGATE' LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR INSRE TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDOLM POLICY' EXPIRATION DATE (MMIDD/YYJ LIMITS A GENERAL LIABILITY BKO1252066 11/23/05 11/23/06 EACH OCCURRENCE $1,000000 X COMMERCIAL GENERAL LIABILITY; General Liab.: PREMISES Me oonurrencel DAMAGE TO RENTED $1,000,000 CLAIMS MADE OCCUR eXCIUdeS ClajniS MEDEXP(Anyoneperson) $10,000 PERSONAL & ADV INJURY $1 00O 000 arising out of GENERAL AGGREGATE s2,000,000 the performance GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG s2,000,000 Of professional POLICY EC LOC services. A AUTOMOBILE LIABILITY ANY AUTO BA01254208 11/27/05 11/27/06 COMBINED SINGLE LIMIT (Ea accident) $9 000,000 , X iP rpQso) $SCHEDULED ALL OWNED AUTOS AUTOSX HIRED AUTOS NOWOWNEDAUTOS OVE A nE R MC T O RAT , Itj/ ItOYIIBy BODILY INJURY (Per accident) $ X PROPERTYDAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY • EA ACCIDENT $ OTHER THAN EA ACC AUTO DNLY: AGG $ ANY AUTO $ A EXCESS/UMBRELLA LIABILITY X OCCUR FICLAIMS MADE BKO1252066 (Not Included' 11/23/05 11/23/06 EACH OCCURRENCE. $4 00Q QQO AGGREGATE $4.000.000 $ Professional _ $ DEDUCTIBLE Liability) $ RETENTION $ B WORKERS COMPENSATION AND ': BW02174843 :04101106 04/01/07 -X NC STATU- O S EMPLOYERS' LIABILITY- ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBEREXCLUDED? E.L EACH ACCIDENT. $1,000,000 E.0DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C OTHER Professional :.: US051-189101 11/18/05 11/18/06 -.. $1,000,000 per claim Liability $2,000,000 annl aggr. Claims made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS City of Huntington Beach, its agents, officers and employees and the Redevelopment Agency of the City of Huntington Beach are additional' insured on General Liability coverage but only as respects to work being performed by the insured. Waiver of subrogation applies to work comp and general liability.' CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION . City of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILL Rq (laRX#L MAIL _30_ DAYS WRITTEN Attn: Risk Management NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,"RRIN 2000 Main Street xr=RXRx»aiaJ "ftk)QXX nARXX)oXx+zxxxaoxae XXKKl$nttllecs€tcKXMREtroWWXX Huntington Beach, CA 92648 x It xx AUTHORIZED REPRESENTATIVE s� ACORD 25 {2001/08) 1 :of 1 #5167928/M159515 THC © ACORD CORPORATION 1988 CITY OF HUNTINGTON BEACH Professional Service Contracts "tE9. Purchasing Certification 1. Date: September 12, 2006 2. , Department: ' Economic Development 3. Requested by: Nova Punongbayan 4. Name of consultant: Choate Parking Consultants, Inc. 5. Attach the written statement of the specification, conditions and other requirements for the requested services that was provided to solicited consultants in your answer to 11 of this form. Not applicable since this contract is under $30,000. 6. Amount of the contract: $15,000 7. ,' Are sufficient funds available to fund this contract?' Yes ❑ No 8. ✓ Is this contract generally described on the list of professional service contracts approved- by the City Council'? H Yes ❑ No g. v' Company number and object code where funds are budgeted: 30580101.69365 10. Is this contract less than $50,000? ® Yes ❑ No 11. Does this contract fall within $50,000 and $100,000? ❑ Yes ®-No 12. Is this contract over $100,000? ❑ Yes M No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriatesignature page is attached to contract.) 13. Were formal written proposals requested from at least three available qualified consultants? ❑ Yes Z No 14. Attach list of consultants from whom proposals were requested (including a contact telephone number). The bidding process does not apply for professional services under $30,000. 15. Attach, proposed scope of work. See Exhibit A of Professional Services Contract Agreement. 16. Attach proposed payment schedule. See Exhibit B of the Professional Services ContractAgreement x Department PteeA Signature RI HAR . MADRIL, Manager Purchasing/Central Services 1. If the answer to any these questions is "No," the contract will require approval from the City Council, a j s° INSURANCE AND INDEMNIFICATION WAIVER Hunt , jBewh MODIFICATION REQUEST 1. Requested by: Nova Punongbayan 2. Date: August 21, 2006 3. Name of contractor/permittee: Choate Parking Consultants, Inc. 4. Description of work to be performed: Parking Feasibility Study 5. Value and length of contract: A One -,year contract not to exceed $15,000 6. Waiver/modification request: Amend language in Article 8 of Professional Services Agreement 7. Reason for request and why it should be granted: The City Attorney agreed to make slight modifications to the indemnification clause of the Professional Services Agreement with, Choate Parking Consultants, Inc. 8. Identify the risks to the City in approving this waiver/modification: As this is a feasibility study, there are no unforseen risks involved. Department HddrSignaTure 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 the City Administrator's Office is only required if Risk Management anWjthf City Attorneys ice disagree. 1. is ManagementCA z Approved ❑ DeniecT . nature 134te 2. City Attorney's Office--�— 'AzPproved ❑ Denied YA3 ignature - Da e 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' Insurance & Indemnification 8/21/2006 9:27 AM