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HomeMy WebLinkAboutMacias Gini & O'Connell, LLP - MGO - 2010-12-20Dept. ID FN 13-006 Page 1 of 2 Meeting Date: 5/20/2013 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 5/20/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Lori Ann Farrell, Director of Finance SUBJECT: Approve and authorize an amendment to the professional services contract with Macias, Gini & O'Connell, LLP (MGO), in the amount of $155,000 for additional financial audit services Statement of Issue: City Council approval is requested to amend the professional services contract with Macias, Gini & O'Connell, LLP (MGO), the City's independent auditors, by $41,505 to $155,000 for additional financial audit services that have been performed as required by Federal grant regulations and other regulatory requirements. Financial Impact: This action will result in a $41,505 increase in the three-year contract with MGO from $113,495 to $155,000. Sufficient funding exists in the Finance Department's overall FY 2012/13 Budget to accommodate this increase. Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute the "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Macias, Gini & O'Connell, LLP, for Audit Services." Alternative Action(s): Do not approve the recommendation and direct staff accordingly. Analysis: The City of Huntington Beach is required by Charter to arrange for an independent audit of its financial statements each year. The original contract with MGO is for a financial audit of all funds of the City's reporting entity, a Single Audit Report of the City's federal grant programs, and an AB 2766 Audit relating to the City's Air Quality Fund. The contract approved by the City Council on December 20, 2010, was for a three-year term ending December 20, 2013, at an amount not to exceed $113,495. An increase of $41,505 for an amended contract total of $155,000 is requested to provide sufficient funding for all of the audits that have been required to be performed during the three-year term. The following items reflect additional auditing costs not included in the original contract: 1) Additional audits of major programs for the Single Audit of Federal Grants — The original contract included only two major Federal programs to be audited per year. Each fiscal year, Item 5. - I HB -98- Dept. ID FN 13-006 Page 2 of 2 Meeting Date: 5/20/2013 grant programs are evaluated to determine if they qualify as major programs pursuant to Federal rules. There were more than two major programs in each of the fiscal years during this contract period that were required to be audited. Among these additional major programs were the Homeland Security Grant Program, the Highway Planning and Construction Program, and various American Recovery and Reinvestment Act (ARRA) grant programs. 2) West Orange County Water Board audits — An audit of the West Orange County Water Board (WOCWB), a fiduciary fund of the City of Huntington Beach, is required every fiscal year. These audits were formerly done by another CPA firm. The City requested that MGO perform the annually required WOCWB audit to ensure compliance with all applicable regulations. Staff is recommending an increase in the contract total for MGO by $41,505 to $155,000 to support the additional audit work required pursuant to Federal regulations, accounting standards and applicable rules. Environmental Status: N/A Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): 1. "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Macias, Gini & O'Connell, LLP, for Audit Services" to perform an audit of all funds of the City's reporting entity. 2. Certificate of Insurance 3. Original Profession Service Agreement with Macias, Gini & O'Connell, LLP to perform an audit of all funds of the City's reporting entity. N B -99- Item 5. - 2 ATTACHMENT #1 Item 5. - 3 xB -100- Professional Service Approval Form Amendment # 1 1. Date Requested: 4-17-13 2. Contract Number to be Amended: 3. Department: Finance 4. Requested By: Dahle Bulosan 5. Name of Consultant: MGO 6. Amount of Original/Prior Contract: $113,495 7. Additional Compensation Requested: $41,505 8. Original Commencement Date: 12/20/2010 9. Original Termination Date: 12/20/2013 10. Extended Date Requested: 11. Reason for Contract Amendment: additional back 12.Are sufficient funds available to fund this contract? Yes® No 13. Business Unit and Object Code where funds are budgeted: 10035205.69365 50885101.693�� partment Head Signature $36,505. $5,000. Director of Finance (or designee) Signature HUNTIINGTON BEACH, a California mum-cipal com . oration, hereinafter referred to as "City," and MACIAS Gffil & OCONELL, LLP, a limited liability partnership, hereinafteT referred to as UTVMT-fl.a WHEIREAS, City and Consultant ar-- parties to that certain agreement, dated December 20, 2010, entitled "Professional Sen7ices Contract Between the City of Huntington Beach and Macias Gini & O'Connell, LLP for Audit Services," which agreement shall hereinafter be referred to as the "Original Agreement;" and City and Consultant wish to amend the Original Agreement to increase the amount of the compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: ADDMIONAL COMPENSATIO'N. City agrees to pay Consultant on a time and materials basis at the rates speci:Ecd in the Original Agreement, an additional sum, including all costs and expenses, not to exceed Forty -One Thousand, Five Hundred and Five Dollars ($41,505,00). This additional sum shall be added to the original contract amount of One Hundred Thirteen Thousand Four Hundred Ninety - Five Dollars ($113,495.00), for a new total contract amount not to exceed One Hundred Fifty - Five Thousand Dollars ($155,000.00). 13-3738/95423 I Original. Agreement shall remain in. full force and effect IN _W`lTNESS 7aqEREOF, the parties hereto have caused this Agreement to be executed by and through their author -'zed officers on 2013. MACIAS GINI & O'CONNELL, LLP a limited habili-Ity partnership By: Katherine V. Lai RZ 13-3-3-37-3-8/95423 im I . �__&Waw , �U 249359 q 7 ra nc�a� CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 4/29/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Wells Fargo Insurance Services USA, Inc. CONTACT Tracy Dolan NAME: Y PHONE 916 589-8153 FAX 877 611-1971 A/C No Ext E-MAIL @ ADDRESS: tracy .dolan wellsfarg o.com CA DOI Lic. #OD08408 (916) 589-8000 INSURER(S) AFFORDING COVERAGE NA1C # 10940 White Rock Road, 2nd floor INSURER A: National Surety Corporation 21881 Rancho Cordova, CA 95670-6076 INSURED INSURER B : Oak River Insurance Company 34630 Macias Gini & O'Connell LLP INSURER C INSURER D : Macias Consulting Group & INSURER E : Intellibridge Partners LLC INSURER F : 3000 S St. Ste 300, Sacramento, CA 95816 COVERAGES CERTIFICATE NUMBER: 5969767 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBRI WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X I OCCUR AZC80863843 04/30/2013 04/30/2014 EACH OCCURRENCE $ z,000,000 DAMAGE TO RENTED PREMISES Ea occurrence $ 100,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S 4,000,000 X POLICY [ PE OT- LOC $ A AUTOMOBILE LIABILITY AZC80863843 04/30/2013 04/30/2014 COMBINED SINGLE LIMIT Ea accident 3 2,OOQ000 _ BODILY INJURY (Per person) S ANY AUTO ALL OWNED ❑ SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ TYDAMAGE PAUTOS ROPERTY accident) $ X HIRED AUTOS X NON -OWNED $ x No Owned Au � A X UMBRELLA LAB x OCCUR AZC80863843 04/10/2013 04/30/2014 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTION $ 0 s B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANY PROPRIETOR/PARTNER/EXECUTIVE � OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A 3300055235-13 04/30/2013 04/30/2014 X WC STATU- OTH- TOR, LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Huntington Beach, its officers, elected or appointed officials, employees agents and volunteers are named additional insured per attached AB9189 08/07. ' ) {�FORM NIFRAT , City Attorney *10 day notice applies if cancelled for non-payment of premium. P R" M"gArney �Y ike Vi Deputy Cit CFRTIFICATF HnLDFR CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE s The ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) c� 0 0 a 0 0 0 m N A ►_1►, i This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows: 1. Non Employment Discrimination Liability Unless Personal Injury or Advertising Injury is excluded from this policy: A. Section III - Definitions, Item 17. Personal Injury is amended to include: f. Discrimination B. Section III - Definitions, Item 2. Advertising Injury is amended to include: e. Discrimination C. Section III - Definitions is amended to in- clude: 30. Discrimination means the unlawful treat- ment of individuals based on race, color, ethnic origin, gender, religion, age, or sexual preference. D. Section II - Liability Coverage, Part H. Ex- clusions, Item l.p Personal Injury or Adver- tising Injury is amended to include: (11) Arising out of discrimination directly or indirectly related to the past employ- ment, employment or prospective em- ployment of any person or class of persons by any insured; or (12) Arising out of discrimination directly or indirectly related to the sale, rental, lease z or sub -lease or prospective sale, rental, lease or sub -lease of any dwelling, permanent lodging, or premises by or at the direction of any insured; or (13) Arising out of discrimination, if insurance thereof is prohibited by law; or (14) Tines, penalties, specific performance, or injunctions levied or imposed by a go- vernmental entity, or governmental code, law, or statute because of discrimination. 2. Blanket Additional Insured Section 11 - Liability Coverage, Part 1. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are re- quired by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability aris- ing out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s); or This Form must be attached to Change Endorsement when issued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy t l � Secr tary AB9189 8.07 A,�6v�'A � ��C_Qo President Page 1 of 6 (e) a state or political subdivision per- mit issued to you. (2) Coverage does not apply to any occur- rence or offense: (a) which took place before the exe- cution of, or subsequent to the completion or expiration of, the written insured contract, or (b) which takes place after you cease to be a tenant in that premises. (3) With respect to architects, engineers, or surveyors, coverage does not apply to Bodily Injury, Property Damage, Per- sonal Injury or Advertising Injury arising out of the rendering or the failure to render any professional services by or for you including: (a) The preparing, approving, or failing to prepare or approve maps, draw- ings, opinions, reports, surveys, change orders, designs or specifica- tions; and (b) Supervisory, inspection, or engi- neering services. If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organization. 3. Blanket Additional Insured for Vendors Unless the Products -Completed Operations Haz- ard is excluded from this policy, Section II - Li- ability Coverage, Part I. Who Is an Insured, Item 2. is amended to include: g. Any vendor but only with respect to Bodily Injury or Property Damage arising out of your products which are distributed or sold in the regular course of the vendor's business, sub- ject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. Bodily Injury or Property Damage for which the vendor is obligated to pay damages by reason of the AB9189 8-07 assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agree- ment; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, and then re- packaged in the original container. c. Any failure to make such in- spections, adjustments, tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness, in connection with the distrib- ution or sale of the products; f. Demonstration, installation, servic- ing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. 2. This insurance does not apply to any in- sured person or organization, from whom you have acquired such products, or any ingredient, part or container, en- tering into, accompanying or containing such products. If an Additional Insured - Vendors endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organ- ization. Page 2 of 6 4. Blanket Waiver of Subrogation before you acquired or formed the or- ganization; Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is (c) Coverage C does not apply to personal amended to include: injury or advertising injury arising out of an offense committed before you ac- 6. Transfer of Rights of Recovery Against Oth- quired or formed the organization. ers to us and Blanket Waiver of Subrogation 6. Medical Payments a. If the insured has rights to recover all or part of any payment we have made under Unless Coverage D. Medical Payments is excluded this Coverage Part, those rights are from this policy: transferred to us. The insured must do nothing after loss to impair those rights. A. Section II - Liability Coverage, Part H. Ex - At our request, the insured will bring suit elusions, Item 21 is replaced with: or transfer those rights to us and help us f. Included within the products -completed enforce them. operations hazard. However, this exclu- b. If required by a written insured contract, sion does not apply to expenses for den - we waive any right of recovery we may tal services. have against any person or organization B. Section II - Liability Coverage, Part G. Cov- because of payments we make for injury erage, Item 2., is amended to include: or damage arising out of your operations or your work for that person or organ- C. Coverage D. Medical Payments is pri- ization. mary and not contributing with any other insurance, even if that other insur- ance is primary also. 0 o Section II - Liability Coverage, Part I. Who Is An 7. Tenant's Legal Liability o Insured, Item 4. is replaced with: g A. Section III - Liability Coverage, Part J. Li- 4. All of your subsidiaries, companies, corpo- ability and Medical Payments Limits of In - rations, firms, or organizations, as now or surance, Item 3. is replaced with: hereafter constituted, qualify as Named In- sured under this policy if: 3. The most we will pay under Coverage C - Liability for damages because of prop - (a) you have the responsibility of placing in erty damage to premises while rented to surance for each such entity; and you, temporarily occupied by you with (b) coverage for the entity is not otherwise the permission of the owner, or managed more specifically provided; and by you under a written agreement with the owner: (c) the entity is incorporated or organized a. arising out of any Covered Cause of under the laws of the United States of Loss shall be the greater of: America. En Z But each entity is insured only while you (1) $1,000,000; or own, during the policy period, a controlling (2) The Tenant's Legal Liability interest in such entity of greater than 50% of limit shown in the Declarations. W the stock or assets. However: 8. Chartered Aircraft m (a) Coverage under this provision is afforded N a only until the end of the policy period, Section II - Liability Coverage, Coverage C, Part or the 12 month anniversary of the policy H. Exclusions, Item l.g. is amended to include: w inception date, whichever is earlier; W (5) An aircraft in which you have no ownership (b) Coverage C does not apply to bodily in- interest and that you have chartered with N jury or property damage that occurred u crew. AB9189 8.07 m 0 s 0 Page 3 of 6 9. Coverage Territory Broadened Section III - Definitions, Item 5.a. is replaced with: a. The United States of America (including its territories and possessions), Puerto Rico, Ca- nada, Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. 10. Broadened Advertising Injury Unless Advertising Injury is excluded from this policy: A. Section III - Definitions, Item 2. is replaced with: 2. Advertising Injury means injury arising out of one or more of the following of- fenses: a. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a persons or organiza- tions goods, products or services; b. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; C. Misappropriation of advertising ideas or style of doing business; or d. Infringement of trademark, copy- right, title or slogan. B. Section II - Liability Coverage, Coverage C, Part H. Exclusions, Items l.p.(1) and (2) are replaced with: (1) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period; 11. Broadened Personal Injury Unless Personal Injury is excluded from this pol- icy, Section III - Property, Liability and Medical AB9189 8-07 Payments Definitions, Items 17.b., d. and e. are replaced with: b. Malicious prosecution or abuse of process; d. Oral, written, televised or videotaped publica- tion of material that slanders or libels a person or organization or disparages a persons or organizations goods, products or services; e. Oral, written, televised or videotaped publica- tion of material that violates a person's right of privacy; 12. Broadened Personal or Advertising Injury Unless Personal Injury or Advertising Injury is excluded from this policy, Section II - Liability Coverage, Coverage C, Part H. Exclusions, Item 1.p.(4) Exclusions is deleted in its entirety. 13. Fellow Employees Coverage Section II - Liability Coverage, Part I. Who Is an Insured, Item 2.a.(1) is amended as follows: (1) Personal Injury to you or to a co -employee while in the course of his or her employment, or the spouse, child, fetus, embryo, parent, brother, sister or any member of the house- hold of that employee or co -employee as a consequence of such Personal Injury, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; or 14. Mental Anguish Is Included in Bodily Injury Section III - Definitions, Item 4. is replaced with: 4. Bodily injury means bodily injury, sickness or disease sustained by a person. It includes death or mental anguish which result at any time from such physical harm, physical sick- ness or physical disease. Mental anguish me- ans any type of mental or emotional illness or disease. 15. Unintentional Failure to Disclose Hazards Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: Page 4 of 6 6. Unintentional Failure to Disclose Hazards legal representatives are aware of the General If you unintentionally fail to disclose any ha- Liability occurrence, offense, claim, or suit. Knowledge of an occurrence, offense, claim, zards existing at the inception date of your or suit by other employee(s) does not imply policy, we will not deny coverage under this you also have such knowledge. Coverage Form because of such failure. However, this provision does not affect our b. To the extent possible, notice to us should right to collect additional premium or exercise include: our right of cancellation or non -renewal. 16. Supplementary Payments, Increase Limits (1) How, when and where the occurrence or, offense took place; Section II - Liability Coverage, Part G. Coverage, (2) The names, addresses, and telephone Items Le. (2) and (4) are replaced with: numbers of any injured persons and wit- (2) The cost of bail bonds required because of nesses; and accidents or traffic law violations arising out (3) The nature and location of any injury or of the use of any vehicle to which the Bodily damage arising out of the occurrence, of - Injury Liability Coverage applies. We do not fense, claim, or suit. have to furnish these bonds. (4) All reasonable expenses incurred by the in- 19. Common Policy Conditions (AB 00 09 A 01 87), sured at our request to assist us in the inves- Part H. Other Insurance, Item 2. is replaced with: tigation or defense of the claim or suit 2. Coverage C - Liability including substantiated loss of earnings up to $500 a day because of time off work. If other valid and collectible insurance is 0 17. Per Location Aggregate available to any insured for a loss we cover under Coverage C of this Coverage Part our o A. Section II - Liability Coverage, Part .I. Limits 0 obligations are limited as follows: 0 of Insurance, Item 4. is amended to include: 0 a. The insurance provided under this policy The Aggregate Limit of Insurance applies se- is primary if you are required by a written u parately to each location owned by you, insured contract to include any person rented to you, or occupied by you with the or organization as an insured, but only permission of the owner. with respect to that insured's liability arising out of the ownership, mainte- B. Section III - Property, Liability and Medical nance, or use of that part of the premises Payments Definitions, is amended to include: owned by or rented to you, or your work for that insured by or for you. Any other 31. Location means premises involving the insurance available to that person or or - same or connecting lots, or premises ganization is excess and noncontributory whose connection is interrupted only by with this insurance, or; a street, roadway, waterway or right -of - En way of railroad. b. Except for the circumstance described in 18. Amended Duties in the Event of an Occurrence, 2.a., above, the insurance provided under Offense Claim or Suit this policy is excess over any other li- ability insurance available to any insured Section II - Liability Coverage, Part K. Liability whether such other insurance is written m and Medical Payments General Conditions, Items as primary, excess, contingent or any 2.a. and b. are replaced with: other basis. An exception applies when any insured specifically has purchased wa. In the event of an occurrence, offense, claim, excess insurance to apply in excess of the or suit, you must promptly notify us. Your limits of insurance shown in the Decla- duty to promptly notify us is effective when rations of this Coverage Part for Cover- v your executive officers, partners, members, or age C. AB9189 5-07 m 0 Page 5 of 6 20. Damage to Invitees' Automobiles from Palling 'Drees or Tree Limbs - Limited Coverage The policy applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from prem- ises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an in- sured or an insured's tenant; 3. Such damage is directly caused by wind -driven falling trees or tree limbs; 4. The most we will pay for any one loss is the Iesser of the actual cash value of the damaged automobile as of the time of the loss; or the cost of repairing or replacing the damaged automobile with another automobile of like AB9189 8.07 kind and quality; subject to a limit of $25,000 in any one policy period; and 5. This coverage is not subject to the General Liability General Aggregate Limit. 21. Expected or Intended Injury - Amendment to Ex- clusion SECTION 1. - 2. EXCLUSIONS a. Expected or Intended Injury, is replaced by the following: a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. All other terms and conditions of the policy apply. Page 6 of 6 ACORD CERTIFICATE ®F LIABILITY INSURANCE TM 05/1 D /DD/ 5/1 /2012 PRODUCER (847) 385-6800 Lemme Insurance Group, Inc. 111 West Campbell 4th Floor Arlington Heights, IL 60005 CA DOI Lic#OC42466 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 Macias Gini & O'Connell LLP, Macias Consulting Group, Inc., and IntelliBridge Partners, LLC 3000 S Street, Suite 300 Sacramento, CA 95816 INSURERA: INSURER B: INSURERc. Lexington Insurance Company INSURERD: �INSURERE: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L LTR �INSRDI TYP F INSU NCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDD/YY POLICYEXPIRATION DATE MMIDD YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea .ureno, $ MED EXP (Anyone person) $ CLAIMS MADE a OCCUR PERSONAL&ADV INJURY $ N/A GENERAL AGGREGATE $ GE-L AGGREGATE LIMITAPPLIES PER: PRODUCTS - COMP/OPAGG $ PRO—F-] LOC POLICY 7 JECT AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS N/A PROPERTYDAMAGE (Per accident) $ GAR AGE LIABILITY I AUTO ONLY - EAACCIDENT $ ANY AUTO N/A OTHERTHAN EA ACC AUTO ONLY: AGG $ I $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE S OCCUR CLAIMS MADE AGGREGATE $ $ N/A DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION AND TATU- ORY IMTS OER E.L. EACH ACCIDENT $ EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L. DISEASE- EA EMPLOYEEI S If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE- POLICY LIMIT $ OTHER $2,000,000 Per Claim & Annual Agg. C Professional Liability 044177425 05/01/2012 05/01/2013 �$150,000 (Errors & Omissions) Self -Insured Retention DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS rF:RTIFICATF Hr)i nFR CANCFLLATInN City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 200 Main Street DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Huntington Beach, CA 92648 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001108) ©ACORD CORPORATION 1988 IIin 0.Lei A�_1k�� If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD'YYY) 05/01 /2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). (847) 385-6800 (847) 385-6801 Lemme Insurance Group, Inc. 111 West Campbell Street 4th Floor Arlington Heights, IL 60005 CA DOI Lic#OC42466 CONTPRODUCER NAME: David KOenen A°NN Ext: 847 385-6800 a/c No: 847 385-6801 ADDRESS: dkoenen@lemme.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: PrOSI ht - Syndicate 1110 at Lloyd's INSURED Macias Gini & O'Connell LLP, Macias Consulting Group, Inc., and IntelliBridge Partners, LLC 3000 S Street, Suite 300 Sacramento CA 95816 INSURER B : INSURERC: INSURER D: INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL I SUBR POLICY NUMBER I POLICY EFF MM/DD/YYW POLICY EXP MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ CLAIMS-MADE1:1 OCCUR PERSONAL &.ADV INJURY $ GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIES PER : PRODUCTS-COMP/OPAGG $ POLICY n PRO- n LOC $ AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS NON -OWNED EllHIRED AUTOSAUTOS - PROPERTY DAMAGE Per accident $ Is UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A I OTR TNRY L M STA-,U E.L. EACH ACCIDENT $ (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT S If yes, describe under DESCRIPTION OF OPERATIONS below $5,000,000 Each Claim A Professional Liability PL2013APL10006 05/01/2013 05/01/2014 $5,000,000 Annual Aggregate �$150,000 Errors & Omissions Self -Insured Retention DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION City of Huntington Beach 200 Main Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Huntington Beach, CA 92648 g THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ATTACHMENT HB -115- Item 5. - 18 Council/Agency Meeting Held:- Deferred/Continued to: ❑ Approved ❑ Conditionally Approved ❑ Denied City Clerk's Signature Council Meeting Date: December 20, 2010 Department ID.Number: FN 10-024 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Administrator PREPARED BY: Paul Emery, Deputy City Administrator/ Interim Director of Finance SUBJECT: _ Approve and authorize execution of a three-year Professional Services Contract with Macias Gini & O'Connell, LLP in the amount of $113,495 to perform financial audit services Statement of Issue: Should the City Council approve a professional service contract with Macias Gini & O'Connell, LLP to perform financial audit services of all the city's reporting entity and financial and a compliance audit of the City's Redevelopment Agency? Financial Impact: Sufficient appropriations will be budgeted in account 10035205.69355 for the term of the agreement (fiscal year 2010/11, 2011/12, and 2012/13 budgets.) Recommended Action: Motion to: Approve and authorize the Mayor and City Contract Between the City of Huntington Beac Services." Alternative Action(s): h Clerk to execute the "Professional Service and Macias Gini & O'Connell, LLP for Audit A) Do not approve the contract between the City of Huntington Beach and Macias Gini & O'Connell, LLP and direct staff to solicit more proposals B) Select one of the other firms that submitted proposals Analysis: The City �of Huntington Beach is required by charter to have an independent audit of its financial statements each year. This contract is for a financial audit of all funds of the City's reporting entity, a financial and compliance audit of the City's Redevelopment Agency, a Single Audit Report of the City's federal grant programs, and an AB 2766 Audit relating to the City's Air Quality Fund. The City Council will also receive a management letter that will detail recommendations to improve the City's control and financial management. NR -'?Al- Item 13. -1 Item 5. - 19 FIB _116_ REQUEST FOR COUNCIL ACTION MEETING DATE: 12/20/2010 DEPARTMENT ID NUMBER: FN 10-024 Analysis continued: The audit is to be performed in accordance with auditing standards generally accepted in the United States and Government Auditing Standards issued by the Comptroller of the United States. Staff sent out Request for Proposals (RFPs) for audit services to prospective independent auditors who had requested to be on a bidders' list or were listed on the California Society of Municipal Finance Officers' website. In addition, the RFP was posted on the City's website. Nine proposals were received. The auditing firms were asked to submit cost proposals for fiscal years ending September 30, 2010, 2011, and 2012. Below is a summary of the total base fee for the three years: Macias Gini & O'Connell LLP Year 1 Year 2 Year 3 TOTAL 37,581 37,581 38,333 113,495 Brown Armstrong 42,000 42,000 42,000 126,000 Caporicci & Lar'son 42,200 42,200 42,200 126,600 Diehl, Evans & Company 39,500 39,500 39,500 118,500 Soil & Lunghard 37,840 37,840 37,840 113,520 Mayer Hoffman McCann 43,100 44,180 45,280 132,560 Simpson & Simpson 43,965 45,284 46,643 135,892 Sotomayor & Associates 44,795 46,363 47,986 139,144 Vavrinek, Trine, Day & Company 93,000 93,000 93,000 279,000 Staff analyzed and reviewed all nine proposals based on a variety of factors including the firm's references, responsiveness to the RFP, qualifications and relevant experience, and resumes of key staff to be assigned on the engagement. Staff is thus recommending Macias Gini & O'Connell, LLP to perform auditing services for the City of Huntington Beach. Environmental Status: Not Applicable Strategic Plan Goal: Maintain financial viability and our reserves Attachment(s): R _')d7- Item 13. - HP _1 1'7_ Item 5. - 20 UM OAO Item 13. - 3 Item 5. - 21 HB -118- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MACIAS GINI & O'CONNELL, LLP FOR AUDIT 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 MACIAS GINI & O'CONNELL, LLP, a limited liability partnership hereinafter referred to as "CONSULTANT." m WHEREAS, CITY desires to engage the services of a consultant to perform audit services; 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 Linda C. Hurley who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 10-1610/50574 Item 13. - 4 I FIR -244- H13 -119- Item 5. - 22 3. TERM, TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on , 20 (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 three(3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Hundred Thirteen Thousand Four Hundred Ninety Five Dollars ($113,495.00). 5. EXTRA WORK In the event CITY requires additional services not included hi 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 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." 2 10-1610150574 NQ OAC Item 13. - 5 Item 5. - 23 HB -120- 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, 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 with the exception of CONSULTANT's work papers, 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. Work Papers are defined as all programs, working papers, files and other materials of the CONSULTANT made pursuant .to this Agreement. The Work Papers shall remain the property of the CONSULTANT. The CITY will have access to this material at a mutually beneficial time during the business hours of the CONSULTANT. The CONSULTANT shall not disclose to any third party the contents of the Work Papers without the prior written approval of the CITY. The reports issued by the CONSULTANT shall become the property of the CITY- S. 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 K ] 0-1610150574 item 13. - 6 HR -9aF- HB —121 _ Item 5. - 24 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 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 n 1 0.1610/50574 Q _A Item 5. - 25 HQ B -122- Item 3. - forthwith terminate this Agreement. Such termination shall not effect 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 ofpremium. 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. E 10-1610150574 Item 13. - 8 lrn nen HB -123- Item 5. - 26 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 tez�mination, all finished and unfinished documents, exhibits, report, and evidence, with the exception of the Work Papers as defined in Section 7 hereof 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. 0 10-1610/50574 Q 7A0_ Item 5. - 27 HD -124- ten . - 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 ATTN: Director of Finance 2000 Main Street Huntington Beach, CA 92648 Macias Gini & O'Connell, LLP Attn: Linda C. Hurley 1201 Dove Street, Suite 680 Newport Beach, CA 92660-1825 7 10-1610/50574 Item 13. - 10 NQ oFn- HB -125- Item 5. - 28 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 to require the commission of any act contrary to law, and wherever there is any conflict between any provision 8 1 a 1610/50574 NR -7F1 - Item 13. - 11 Item 5. - 29 1413 -126- contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. Rv MIGRATION 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. 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 W 10-1610/50574 Item 13. - 12 NR -9F)- HB -127- Item 5. - 30 its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorneys _ 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 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 10 10-1610/50574 f'^ ^cn Item 13. - 13 Item 5. - 31 xB -128- 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 Council. This Agreement shall expire when terminated as provided herein. MACIAS GINI & O'CONNELL, LLP By: print name -ITS: (circle one) Chairman/President/Vice President AND _i A,(4T0 E� By: print name ITS: (circle one) Secretary/ChiefFinancial Officer/Asst. Secretary - Treasurer CITY OF HUI`1TINGTON BEACH, a municipal corporation of the State of California Mayor City Clerk INITIA')I D PROVED: Dif for of Fi ce REVIEWED AND APPROVED: City Administrator APPROVED AS TO FORM: Ci Attorney Uh �2 •to • t� 11 t o-1610/sos74 Item 13. -14 NR -')r^- - HB -129- Item 5. - 32 EXHIBIT "A" ID. WORK PROGRAM/PROJECT SCHEDULE: Audit Timin Time Phase Schedule Entrance conference with key City staff. Discussion of any prior audit concerns and the performance of interim work. July Interim audit fieldwork and management review July/August Final audit fieldwork and review January 1 - 31 Exit conference to summarize the results of the fieldwork and to review significant findings February 15 Deliver draft copies of reports 15 days prior to final due dates Deliver Final Reports See Below Reports to Be Issued and Due Dates Final Report Due Dates City of Huntington Beach - Comprehensive Annual Financial Report March 31 Redevelopment Agency of the City of Huntington Beach - Annual Report, Including Report on Compliance March 15 Management Letter March 31 Report on Compliance with Article XIIIB Appropriation Limit March 31 Single Audit Reports: March 31 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on Audit of Financial Statements Performed in Accordance With Government Auditing_ Standards 1pdependent Auditors' Report on Compliance with Requirements Applicable to Each Major Program and Internal Control Over Compliance in Accordance with OMB Circular A 133 and Supplementary Schedule of Expenditures of Federal Awards. AB 2766 Report March 31 7=10 PO 7FF Item 13. - 15 Item 5. - 33 HB -130- 3 EXHMIT "B,r 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 C1TY or as otherwise arranged with CITY. 2. CONSULTANT shall be entitled to a full payment towards the fixed fee set forth herein in accordance with the following fee schedule: Total fees shall not exceed One Hundred Thirteen Thousand Four Hundred Ninety Five ($113,495.00) for the first three years and Eighty Thousand One Hundred Fifty One ($80,151.00) for the year four and five option with the exception of the additional worked performed for the Single Audit. The Single Audit fees include two major programs and any fees for additional major programs would be negotiated based on the complexity of the program: at the hourly rates below. CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year. CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by City authorized representative(s). Option Estimated Year Year2 Year Year Year5 Description of Services Provided Flours 9/30/2010 913012011 9/3012oi2 9/3012013 9/30/2014 Audit of City, including management letter 369 $ 24,925 $ 24,925 $ 25.424 $ 25,187 $ 26,973 Audit of Redevelopment Agency 66 5,042 5,042 5.143 5,297 5.456 OMB Circular A-133 Single Audit of Federal Grants of the City' 92 6.316 6,316 6.442 6,635 6,834 Other Reports: Gann Review & AB 2755 14 1,298 1,298 1,324 1,364 1,405 Tote! $ (Not to Exceed) S 37,581 $�37,581 $38 333 $ 39,483 $ 40,668 Yearsl-3 S 7 Years 4-5 $ 80,151 ' The fee for OMB Circular A-133 Single Audit of Federal Grants of the City is for up to 2 major programs. The fee for additional major programs will be negoliated based on the complexity of the program at the hourly rates below_ Hourly Rates for services that may be requested outside the scope of the audits: Option Year 1 Year 2 Year 3 Year 4 Year 5 Clessi(icallon 9/30/2010 9/3012011 9130120i2 9/3012013 91=2014 Partners $ 167 $ 167 S 167 $ 167 $ 167 Managers 101 101 101 101 101 Senior Accountant 70 70 70 70 70 Staff Accountant 51 51 51 51 51 Clerical 33 33 33 33 33 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. 7nvro 1 Alternative #1 Item 13. -16 NR -9r;r'- HB -131- Item 5. - 34 II ATTACHMENT #2 HR -?.r.7- Item 13. - 17 Item 5. - 35 HB -132- MACKAN-Ut AC®RDn CERTIFICATE OF LIABILITY INSU NCE DATE /DD/YYYY) 7/28 /2010 PRODUCER Wells Fargo Insurance Services USA, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA DOI Lic. #OD08408 (916) 231-1741 11017 Cobblerock Drive, Suite 100 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, Rancho Cordova, CA 95670-6049 INSURERS AFFORDING COVERAGE NAIC # INSURED Macias Gini & O'Connell LLP INSURERA: American Automobile Insurance Company 21849 INSURER B: Cypress Insurance Company 10855 Macias Consulting Group & Intellibridge Partners LLC INSURER C: INSURER D: INSURER E: 3000 S St. Ste 300, Sacramento, CA 95816 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. SR LTR NSR TYPE OF INSURANCE POLICY NUMBER DATEYMM/DDTIVE POLICY /D/Yl EXPIRATION LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY AZC80851069 04/30/2010 04/30/2011 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED S Me occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 CLAIMS MADE a OCCUR PERSONAL& ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4.000,000 GEMLAGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OPAGG $ 4.000,000 X POLICY jE LOC A AUTOMOBILE LIABILITY ANYAUTO AZC80851069 04/30/2010 04/30/2011 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULEDAUTOS BODILY INJURY (Peraccident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ X No Owned Autos GE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHER THAN EAACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESSIUMBRELLA LIABILITY AZC80851069 04/30/2010 04/30/2011 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 X OCCUR CLAIMS MADE $ 2,000,000 $ DEDUCTIBLE $ X RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 3300066235-101 04/30/2010 04/30/2011 TH- X WC STATU- OEIL E.L. EACH ACCIDENT $ 1,000.000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? E.L. DISEASE- EA EMPLOYEE $ 1400,000 E.L. DISEASE -POLICY LIMIT I $ 1,000.000 If es, describe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENTI SPECIAL PROVISIONS The City of Huntington Beach, its officers, elected or appointed officials, employees agents and volunteers are named additional Insured per attached AB9189 08/07. *10 day notice applies if cancelled for nonpayment of premium, City of Huntington Beach 200 Main Street Huntington Beach, CA 92648 I en Day Notice for Non -Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HDLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SW IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED REPRESENTATIVE Item 13. - 18 012 Pn non HB -133- © ACORD CORPARATION 19AR Item 5. - 36 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ecnan 9a_4z 19AQ1/08) 2 of 2 #S915260/M915043 PQ Item 13. - 19 Item 5. - 37 HB -134- ABC MultiCover - AB 91 89 08 07 This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows: permanent lodging, or premises by or at the direction of any insured; or 1. Non Employment Discrimination Liability (13) Arising out of discrimination, if insurance Unless Persona! Injury or Advertising Injury is thereof is prohibited by law; or excluded from this policy: (14) Fines, penalties, specific performance, or A. Section III - Definitions, Item 17. Personal injunctions levied or imposed by a go - Injury is amended to include: vernmental entity, or governmental code, f. Discrimination law, or statute because of discrimination. B. Section IIi -Definitions, Item 2. Advertising 2. Blanket Additional Insured Injury is amended to include: Section H - Liability Coverage, Part I. Who Is An e. Discrimination Insured, Item 2. is amended to include: C. Section III - Definitions is amended to in- f. Any person or organization that you are re- quired by a written insured contract to include i dude; as an insured, subject to all of the following 30. Discrimination means the unlawful treat- provisions: ment of individuals based on race, color, (1) Coverage is limited to their liability aris=, o ethnic origin, gender, religion, age, or ing out of: g sexual preference. D. Section II - Liability Coverage, Part H. Ex- (a) the ownership, maintenance or use of that part of the premises, or land u clusions, Item l.p Personal Injury or Adver- owned by, rented to, or leased toyou; tising Injury is amended to include: or (11) Arising out of discrimination directly or (b) your ongoing operations performed indirectly related to the past employ- for that insured; or ment, employment or prospective em- ployment of any person or class of (c) that insured's financial control of persons by any insured; or you; or (12) Arising out of discrimination directly or (d) the maintenance, operation or use indirectly related to the sale, rental, lease by you of equipment leased to you or sub -lease or prospective sale, rental, by such person(s) or organization(s); lease or sub -lease of any dwelling, or m This Form must be attached to Change Endorsement when issued after the pollcy is written. One of the Fireman's Fund Insurance Companies as named in the policy Secr Lary AR9189 8.07 m Item 13. - 20 HM _9an_ HB -135- r President } Page 1 of 6 Item 5. - 38 (e) a state or political subdivision per- mit issued to you. (2) Coverage does not apply to any occur- rence or offense: (a) which took place before the exe- cution of, or subsequent to the completion or expiration of, the written insured contract, or (b) which takes place after you cease to be a tenant in that premises. (3) With respect to architects, engineers, or surveyors, coverage does not apply to Bodily Injury, Property Damage, Per- 'sonal Tnjury_or Advertising Injury arising out of the rendering or the failure to render any professional services by or for you including: (a) The preparing, approving, or failing to prepare or approve maps, draw- ings, opinions, reports, surveys, change orders, designs or specifica- tions; and (b) Supervisory, inspection, or engi- neering services. If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organization. 3. Blanket Additional Insured for Vendors Unless the Products -Completed Operations Haz- ard is excluded from this policy, Section II - Li- ability Coverage, Part I. Who Is an Insured, Item 2. is amended to include: g. Any vendor but only with respect to Bodily Injury or Property Damage arising out of your products which are distributed or sold in the regular course of the vendor's business, sub- ject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. Bodily Injury or Property Damage for which the vendor is obligated to pay damages by reason of the AB9189 8.07 assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agree- ment; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, and then re- packaged in the origipal container. e. Any failure to make such in- spections, adjustments, tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness, in connection with the distrib- ution or sale of the products; f. Demonstration, installation, servic- ing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. 2. This insurance does not apply to any in- sured person or organization, from whom you have acquired such products, or any ingredient, part or container, en- tering into, accompanying or containing such products. If an Additional Insured - Vendors endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organ- ization. Item 5. - 39 HB _136- Page 2 of 6 Item 13. - 21 ® 4. Blanket Waiver of Subrogation before you acquired or formed the or-,,---, ganization; j Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is (c) Coverage C does not apply to personal amended to include: injury or advertising injury arising out of an offense committed before you ac- --� 6. Transfer of Rights of Recovery Against Oth- quired or formed the organization. ers to us and Blanket Waiver of Subrogation 6. Medical Payments a. If the insured has rights to recover all or part of any payment we have made under Unless Coverage D. Medical Payments is excluded this Coverage Part, those rights are from this policy: transferred to us. The insured must do nothing after loss to impair those rights. A. Section II -Liability Coverage, Part H. Ex - At our request, the insured will bring suit clusions, Item 21 is replaced with: or transfer those rights to us and help us f. Included within the products -completed enforce them. operations hazard. However, this exclu- b. If required by a written insured contract, sion does not apply to expenses for den - we waive any right of recovery we may tal services. have against any person or organization B. Section II - Liability Coverage, Part G. Coy - because of payments we make for injury - e•age, Item 2., is amended to include: or damage arising out of your operations or your work for that person or organ- c. Coverage D. Medical Payments is pri- ization. mary and not contributing with any other insurance, even if that other insur- - 5. Broadened Named Insured ance is primary also. Section H - Liability Coverage, Part I. Who Is An 7, Tenant's Legal Liability o Insured, Item 4. is replaced with: o A. Section III - Liability Coverage, Part J. Li- 4. All of your subsidiaries, companies, corpo- ability and Medical Payments Limits of In - co rations, firms, or organizations, as now or surance, Item 3. is replaced with: hereafter constituted, qualify as Named In- sured under this policy if: 3. The most we will pay under Coverage C - Liability for damages because of prop - (a) you have the responsibility of placing in- erty damage to premises while rented to surance for each such entity; and you, temporarily occupied by you with (b) coverage for the entity is not otherwise the permission of the owner, or managed by you under a written agreement with more specifically provided; and the owner: (c) the entity is incorporated or organized a, arising out of any Covered Cause of under the laws of the United States of Loss shall be the greater of - America; Z But each entity is insured only while you (1) $1,000,000; or own, during the policy period, a controlling (2) The Tenant's Legal Liability interest in such entity of greater than 50% of limit shown in the Declarations. g the stock or assets. However: S. Chartered Aircraft to (a) Coverage under this provision is afforded d only until the end of the policy period, Section II - Liability Coverage, Coverage C, Part or the 12 month anniversary of the policy H. Exclusions, Item 1.g. is amended to include: W inception date, whichever is earlier; (5) An aircraft in which you have no ownership (b) Coverage C does not apply to bodily in- interest and that you have chartered with; jury or property damage that occurred crew. AB9189 8.07 M Page 3of6 Item 13. - 22 NQ oao HB -137- Item 5. - 40 9. Coverage Territory Broadened Section III - Definitions, Item 5.a. is replaced with: a. The United States of America (including its territories and possessions), Puerto Rico, Ca- nada, Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. 10. Broadened Advertising Injury Unless Advertising Injury is excluded from this policy: A. Section III - Definitions, Item 2. is replaced with: _ 2. Advertising Injury means injury arising out of one or more of the following of- fenses: a. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a persons or organiza- tion's goods, products or services; 'i b. Oral, written, televised or videotaped publication of material that violates a person's right of privacy, C. Misappropriation of advertising ideas or style of doing business; or d. Infringement of trademark, copy- right, title or slogan. B. Section H - Liability Coverage, Coverage C, Part H. Exclusions, Items Lp.(1) and (2) are replaced with: (1) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period; 11. Broadened Personal Injury Unless Personal Injury is excluded from this pol- icy, Section III - Property, Liability and Medical AD9189 8.07 Item 5. - 41 Payments Definitions, Items 17.b., d. and e. are replaced with: b. Malicious prosecution or abuse of process; d. Oral, written, televised or videotaped publica- tion of material that slanders or libels a person or organization or disparages a person's or organizations goods, products or services; e. Oral, written, televised or videotaped publica- tion of material that violates a person s right of privacy; 12, Broadened Personal or Advertising injury Unless Personal Injury or Advertising Injury is excluded from this policy, Section II - Liability Coverage, Coverage C, Part H. Exclusions, Item I.p.(4) Exclusions is deleted in its entirety. 13. Fellow Employees Coverage Section II - Liability Coverage, Part I. Who Is an Insured, Item la.(1) is amended as follows: (1) Personal Injury to you or to a co -employee while in the course of his or her employment, or the spouse, child, fetus, embryo, parent, brother, sister or any member of the house- hold of that employee or co -employee as a consequence of such Personal Injury, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; or 14. Mental Anguish Is Included in Bodily Injury Section III - Definitions, Item 4. is replaced with: 4. Bodily injury means bodily injury, sickness or disease sustained by a person. It includes death or mental anguish which result at any time from such physical harm, physical sick- ness or physical disease. Mental anguish me- ans any type of mental or emotional illness or disease. 15. Unintentional Failure to Disclose Hazards Section U - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: Page 4 of 6 Item 13. - 23 HB -138- 6. Unintentional Failure to Disclose Hazards If you unintentionally fail to disclose any ha- zards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. ® However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 16. Supplementary Payments, Increase Limits Section II - Liability Coverage, Part G. Coverage, Items I.e. (2) and (4) are replaced with: (2) The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tigation or defense of the claim or suit including substantiated loss of earnings up to $500 a day because of time off work. 17. Per Location Aggregate A. Section II - Liability Coverage, Part J. Limits of Insurance, Item 4. is amended to include: a The Aggregate Limit of Insurance applies se- parately to each location owned by you, a rented to you, or occupied by you with the permission of the owner. B. Section III - Property, Liability and Medical Payments Definitions, is amended to include: 31. Location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of- way of railroad. 19. Amended Duties in the Event of an Occurrence, Offense Claim or Suit a S Section II - Liability Coverage, Part K. Liability m and Medical Payments General Conditions, Items 2.a. and b, are replaced with: a W a. In the event of an occurrence, offense, claim, or suit, you must promptly notify us. Your duty to promptly notify us is effective when your executive officers, partners, members, or AD9189 8.07 m Item 13. - 24 HR -9r,Q- HB -139 legal representatives are aware of the Genera' - ; Liability occurrence, offense, claim, or suit, Knowledge of an occurrence, offense, claim, or suit by other employee(s) does not imply you also have such knowledge. b. To the extent possible, notice to us should include: (1) How, when and where the occurrence or offense took place; (2) The names, addresses, and telephone numbers of any injured persons and wit- nesses; and (3) The nature and location of any injury or damage arising out of the occurrence, of- fense, claim, or suit. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2, is replaced with: 2. Coverage C - Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part ou( obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, mainte- nance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or or- ganization is excess and noncontributory with this insurance, or; b. Except for the circumstance described in 2.a., above, the insurance provided under this policy is excess over any other li- ability insurance available to any insured whether such other insurance is written as primary, excess, contingent or any other basis. An exception applies when any insured specifically has purchased excess insurance to apply in excess of the limits of insurance shown in the Decla- rations of this Coverage Part for Cover age C. Page 5 of 6 Item 5. - 42 Damage to Invitees' Automobiles from Falling Trees or Tree Limbs - Limited Coverage The policy applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from prem- ises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an in- sured or an insured's tenant; 3. Such damage is directly caused by wind -driven falling trees or tree limbs; 4. The most we will pay for any one loss is the lesser of the actual cash value of the damaged automobile as of the time of the loss; or the cost of repairing or replacing the damaged automobile with another automobile of like AB9189 8.07 kind and quality; subject to a limit of $25,000 in any one policy period; and 5. This coverage is not subject to the General Liability General Aggregate Limit. 21. Expected or Intended Injury - Amendment to Ex- clusion SECTION 1. - 2. EXCLUSIONS a. Expected or Intended Injury, is replaced by the following: a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. All other terms and conditions of the policy apply. HR -*2F5- Item 5. - 43 HB -140- Page 6 of 6 Item 13. - 25 ATTACHMENT #3 Item 13. - 26 Hpt -grr,- HB -141- Item 5. - 44 CITY OF HUNTINGTON BEACH ProfessionalApproval Form PART I Date: 6/1/2010 Project Manager Name: Robert Sedlak Requested by Name if different from Project Manager. Department: Finance PARTS 1 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY ADMINISTRATOR, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Comply with the charter requirement for an annual audit of the City's finance records 2) Estimated cost of the services being sought: $ approx $50k per year for 3 years 3) Are sufficient funds available to fund this contract? ® Yes ❑ No 4) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the CityCouncil.) ® Yes❑ No 5) Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted: 10035205-69365 6) Check below how the services will be obtained: 0 A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) —Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. / D Department APPROVED /,, D�NIED ❑ Signature City )Y"rtrator's Signature `L4J Director of Finance's Initials Date Date Date Y4!� Deputy City Administrator's Initials 6 L 1 iJ Date HB -267- Item 13. - 27 Item 5. - 45 HB -142- Date: 7/22/2010 Project Manager: Robert Sedlak Requested by Name if different from Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Macias Gini & O'Connell, I -LP 2) Contract Number: FIN 010 045 00 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 113,495.00 4) Is this contract less than $50,OQO? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ®Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? Z Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Director of Finance (or designee) Signature Date Item 13. - 28 HB -268- HB _14;_ Item 5. - 46 City of Huntington Beach Funds Available - Detail Report 2012 Object Account Cumulative 14 Budget 2012 Cumulative 14 Actual 2012 Cumulative 14 Encumbrance 2012 Cumulative 14 FundsAvalilable 2012 50885101 - WOCWB Administration 51000 - PERSONAL SERVICES 0.00 0.00 61200 - Electricity 4.000.00 1.703.98 2,529.01 -232.99 61000 - Utilities 4,000.00 1,703.98 2,529.01 -232.99 64620 - Contracts for Repair and Mainl 70.790.46 11,302.10 31.850.28 27,638.08 67685 - Water Svcs Maintenance 208.61 -208.61 67650 - Water Maintenance 208.61 -208.61 64520- Repairs and Maintenance 70,790.46 11,510.71 31,850.28 27,429.47 69345 - Prof Svcs -Auditing 5.000.00 5,000.00 69345 - Prof Svcs - Auditing 5,000.00 5,000.00 69375 - Prof Svcs • Attorney Fees 3.000.00 0.00 3,000.00 69370 - Prof Svcs - Legal 3,000.00 0.00 3,000.00 69300- Professional Services 8.000.00 0.00 0.00 8,000.00 69505 - Cont Svcs - Other 2,000.00 2,103.61 -103.61 69450- Other Contract Services 2,000.00 2,103.61 -103.61 73010 - General Liability Insurance 8,000.00 3.731.00 0.00 4,269.00 73000 - Insurance 8,000.00 3,731.00 0.00 4,269.00 75410 - M & O Huntington Beach 617.10 0.00 -617.10 75420 - M & O Garden Grove 46.20 0.00 -46.20 75430 - M & O Seal Beach 157.30 0.00 -157.30 75440 - M & O Westminisler 279.40 0.00 -279.40 75400 - WOCWB Expense 2,500.00 2,500.00 75400 - WOCWB Expense 2.500.00 1,100.00 0.00 1,400.00 75000- Payments toOther Governments 2,500.00 1,100.00 0.00 1,400.00 60000 - OPERATING EXPENSES 95,290.46 20.149.30 34,379.29 40,761.87 83700 - Equip - General 105,052.34 0.00 52.34 105,000,00 83000 - Equipment 105,052.34 0.00 52.34 105,000.00 80000 -CAPITAL EXPENDITURES 105,052.34 0.00 52.34 105,000.00 50000-EXPENDITURES 200,342.80 20,149.30 34,431.63 145.761.87 Item 5. - 47 HB -144- Object Account 10035205 - Accounting Services 51000 - PERSONAL SERVICES 63075 - Furniture Non -Capital 53125 - Office Supplies 63230 - Software 53235 - Computer Hardware 63245 - Computer Supplies 63225 - Computer Supplies 53345 - USPS Charges 63295 - Postage Deliveries 64115 - Microfilm/Document Imaging 64470 - Subscriptions 64405 - Books/ Subscriptions 63000 - Equipment and Supplies 64870 - Computer Maintenance 64870 - Computer Maintenance 64520 - Repairs and Maintenance 68550 - Training - Other 68550 - Training 68500 - Conferences and Training 69345 - Prof Svcs - Auditing 69355- Other Professional Services 69300 - Professional Services 693W - Professional Services 69505 - Cont Svcs - Other 59450.Other Contract Services 69450 - Other Contract Services 78000 - Expense Allowances 79100- Contingency 79250- Mileage Reim Extradition 79200 - Extradition/Background 79000 - Other Expenses 60000 - OPERATING EXPENSES 50000 - EXPENDITURES City of Huntington Beach Funds Available - Detali Report 2012 Cumulative 14 Cumulative 14 Budget Actual 2012 2012 671,681.52 445,510.62 30,000.00 0.00 0.00 1.138.93 99.95 1,422.84 842.40 2,365.19 0.00 1,280.00 0.00 1,280.00 39,980.00 970.00 970.00 69,980.00 5,754.12 -320.00 -320.00 -320.00 0.00 0.00 41,947.03 243,645.00 285,592.03 730.00 7,000.00 7,730.00 0.00 362,982.03 1,034,663.55 Cumulative 14 Encumbrance 2012 60,000.00 4,543.42 0.00 0.00 0.00 0.00 0.00 39,980.00 0.00 0.00 104,523.42 Cumulative 14 Funds Availlable 2012 226,170.90 -30,000.00 5,582.35 -99.95 -1,422.84 442.40 -2,365.19 -1.280.00 -1,280.00 0.00 -970.00 -970.00 -40,297.54 -320.00 -320.00 0.00 -320.00 777.00 0.00 -777.00 777.00 0.00 -777.00 777.00 0.00 -777.00 0.00 0.00 38,486.50 91,793.53 -88,333.00 243,645.00 38,486.50 91,793.53 155,312.80 425.00 0.00 305.00 7,000.00 425.00 0.00 7,305.00 0.00 50.00 -50.00 37.28 0.00 -37.28 37.28 0.00 -37.28 87.28 0.00 -97.28 45,529.90 196,316.95 121,135.18 491,040.52 196,316.95 347,306.08 HB -145- Item 5. - 48 City ®f Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachea.gov Office of the City Clerk Joan L. Flynn, City Clerk May 22, 2013 Macias Gini & O'Connell, LLP Attn: Linda C. Hurley 1201 Dove St., Ste. 680 Newport Beach, CA 92660-1825 Dear Ms. Hurley: Enclosed for your records is a copy of the fully executed "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Macias Gini & O'Connell, LLP for Audit Services." Sincerely, Joan L. Flynn, CIVIC City Clerk JF:pe Enclosure G:foIIowup:agrmtltr Sister Cities: Anjo, Japan ! Waitakere, New Zealand Council/Agency Meeting Held: Deferred/Continued to: ❑ Denied I Syr _1j PX iyy (,y®tk's Sigryature Council Meeting Date: December 20, 2010 I Department ID Number: FN 10-024 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Administrator PREPARED BY: Paul Emery, Deputy City Administrator/ Interim Director of Finance SUBJECT: � Approve and authorize execution of a three-year Professional Services Contract with Macias Gini & O'Connell, LLP in the amount of $113,495 to perform financial audit services Statement of Issue: Should the City Council approve a professional service contract with Macias Gini & O'Connell, LLP to perform financial audit services of all the city's reporting entity and financial and a compliance audit of the City's Redevelopment Agency? Financial Impact: Sufficient appropriations will be budgeted in account 10035205.69355 for the term of the agreement (fiscal year 2010/11, 2011/12, and 2012/13 budgets.) Recommended Action: Motion to: Approve and authorize the Mayor and City Clerk to execute the "Professional Service Contract Between the City of Huntington Beach and Macias Gini & O'Connell, LLP for Audit Services." Alternative Action(s): A) Do not approve the contract between the City of Huntington Beach and Macias Gini & O'Connell, LLP and direct staff to solicit more proposals B) Select one of the other firms that submitted proposals Analysis: The City of Huntington Beach is required by charter to have an independent audit of its financial statements each year. This contract is for a financial audit of all funds of the City's reporting entity, a financial and compliance audit of the City's Redevelopment Agency, a Single Audit Report of the City's federal grant programs, and an AB 2766 Audit relating to the City's Air Quality Fund. The City Council will also receive a management letter that will detail recommendations to improve the City's control and financial management. HB -241 Item 13. - 1 REQUEST FOR COUNCIL ACTION MEETING DATE: 12/20/2010 DEPARTMENT ID NUMBER: FN 10-024 Analysis continued: The audit is to be performed in accordance with auditing standards generally. accepted in the United States and Government Auditing Standards issued by the Comptroller of the United States. Staff sent out Request for Proposals (RFPs) for audit services to prospective independent auditors who had requested to be on a bidders' list or were listed on the California Society of Municipal Finance Officers' website. In addition, the RFP was posted on the City's website. Nine proposals were received. The auditing firms were asked to submit cost proposals for fiscal years ending September 30, 2010, 2011, and 2012. Below is a summary of the total base fee for the three years: Macias Gini & O'Connell LLP Year 1 Year 2 Year 3 TOTAL 37,581 37,581 38,333 113,495 Brown Armstrong 42,000 42,000 42,000 126,000 Caporicci & Lar'son 42,200 42,200 42,200 126,600 Diehl, Evans & Company 39,500 39,500 39,500 118,500 Soll & Lunghard 37,840 37,840 37,840 113,520 Mayer Hoffman McCann 43,100 44,180 45,280 132,560 Simpson & Simpson 43,965 45,284 46,643 135,892 Sotomayor & Associates 44,795 46,363 47,986 139,144 Vavrinek, Trine, Day & Company 93,000 93,000 93,000 279,000 Staff analyzed and reviewed all nine proposals based on a variety of factors including the firm's references, responsiveness to the RFP, qualifications and relevant experience, and resumes of key staff to be assigned on the engagement. Staff is thus recommending Macias Gini & O'Connell, LLP to perform auditing services for the City of Huntington Beach. Environmental Status: Not Applicable Strategic Plan Goal: Maintain financial viability and our reserves Attachment(s): Item 13. - 2 HB -242- HB -243- Item 1 3. m 3 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MACIAS GINI & O'CONNEL.L, LLP FOR AUDIT SERVICES THIS AGREEMENT ("Agreement") is made acid entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and MACIAS GINI & O'CONNELL, LLP, a limited liability partnership hereinafter referred to as "CONSULTANT." and WHEREAS, CITY desires to engage the services of a consultant to perform audit services; 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 CONSULTANTas 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 Linda C. Hurley who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work. directly with CONSULTANT in the performance of this Agreement. 10-1610/50574 3. TERM; TIME OF PERFORMANCE "Time is of the essence of this Agreement. The services of CONSULTANT are to commence on — _ 20 �C (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 three(3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed One Hundred Thirteen Thousand Four Hundred Ninety Five Dollars ($113,495.00). 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 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." 2 10-1610150574 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, 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 with the exception of CONSULTANT's work papers, 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. Work Papers are defined as all programs, working papers, files and other materials of the CONSULTANT made pursuant to this Agreement. The Work Papers shall remain the property of the CONSULTANT. The CTI'Y will have access to this material at a mutually beneficial time during the business hours of the CONSULTANT. The CONSULTANT shall not disclose to any third party the contents of the Work Papers without the prior written approval of the CITY. The reports issued by the CONSULTANT shall become the property of the 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 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 3 f 0-1610/50574 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 CONSULTANf'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 faits 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 4 10-1610150574 forthwith terminate this Agreement. Such termination shall not effect 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. 5 10-1610/50571 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, with the exception of the Work Papers as defined in Section 7 hereof, 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. 6 10-1610!50574 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 CONSULTANI''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 ATTN: Director of Finance 2000 Main Street Huntington Beach, CA 92648 10-16 1 a50;74 Macias Gini & O'Connell, LLP Attn: Linda C. Hurley 1201 Dove Street, Suite 680 Newport Beach, CA 92660-1825 7 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. tNl'ERPRETA"PION OF THIS AGREEMENT The language of all parts of this Agreement shall in ail 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 8 10- 3 610/50574 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 Iimited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original- Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Leach 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 9 10-1610/50574 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 Terris 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 �1/L 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement- The parties also acknowledge and agree that no representations, inducements; promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's 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 10 10-1610/)O574 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 Council. This Agreement shall expire when terminated as provided herein. MACIAS GINI & O'CONNELL, LLP By `iNOA l-4�t2 E'-i _ print name FAQ-ttad, 2- ITS: (circle one) Chairman/President/Vice President AND By: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer 10-I610/50574 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Californi 0 -� Mayor City Clerk 7 I(lu INITIATED AND APPROV ' Director of Finance A D APPROVED: inistrator APPROVED AS TO FORM: City Attorney 0 7l22110 'EXHIBIT "A" WORK PROGRAM/PROJECT SCHEDULE: Audit Timing Time Phase Schedule Entrance conference with key City staff. Discussion of any prior audit concerns and the performance of interim work. July Interim audit fieldwork and management review July/August Final audit fieldwork and review January 1 - 31 Exit conference to summarize the results of the fieldwork and to review significant findings February 15 Deliver draft copies of reports 15 days prior to final due dates Deliver Final Reports See Below Reports to Be Issued and Due Dates Final Report Due Dates City of Huntington Beach - Comprehensive Annual Financial Report March 31 Redevelopment Agency of the City of Huntington Beach - Annual Report, including Report on Compliance March 15 Management Letter March 31 Report on Compliance with Article XIIIB Appropriation Limit March 31 Single Audit Reports: March 31 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on Audit of Financial Statements Performed in Accordance With Government Auditing Standards Independent Auditors' Report on Compliance with Requirements Applicable to Each Major Program and Internal Control Over Compliance in Accordance with OMB Circular A-133 and Supplementary Schedule of Expenditures of Federal Awards. AB 2766 Report March 31 EXHIBIT ""- Payment Schedule 1. Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services for CITY or as otherwise arranged with CITY. 2. CONSULTANT shall be entitled to a full payment towards the fixed fee set forth herein in accordance with the following fee schedule:. Total fees shall not exceed One Hundred Thirteen Thousand Four Hundred Ninety Five ($113,495.00) for the first three years and Eighty Thousand One Hundred Fifty One ($80,151.00) for the year four and five option with the exception of the additional worked performed for the Single Audit. The Single Audit fees include two major programs and any fees for additional major programs would be negotiated based on the complexity of the program at the hourly rates below. CONSUTANT agrees to inform the CITY when CONSULTANT is at the point of reaching the maximum limit per year. CONSULTANT shall not continue with any work effort over the amount of the maximum limit per year unless first authorized in writing by City authorized representative(s). Option Estimated Year 1 Year 2 Year 3 Year 4 Year 5 Description of Services Provided Hours 9/30/2010 9/30/2011 9130/2012 9/30/2013 9/30/2014 Audit of City. including management letter 369 $ 24,925 $ 24,925 $ 25,424 $ 26,187 $ 26,973 Audit of Redevelopment Agency 66 5,042 5,042 5,143 5,297 5,456 OMB Circular A-133 Single Audit of Federal Grants of the City' 92 6,316 6,316 6,442 6,635 6,834 Other Reports: Gann Review & AB 2766 14 1,298 1,298 1,324 1,364 1,405 Total $ (Not to Exceed) $ 37,581 $ 37,581 $ 38,333 $ 39,483 $ 40,668 Years t - 3 $ 113,495 Years 4 - 5 $ 80,151 The fee for OMB Circular A-133 Single Audit of Federal Grants of the City is for up to 2 major programs. The fee for additional major programs will be negotiated based on the complexity of the program at the hourly rates below. Hourly Rates for services that may be requested outside the scope of the audits. Option Year 1 Year 2 Year 3 Year 4 Year 5 Classification 9/30/2010 9/30/2011 9/30/2012 9/30/2013 9/30/2014 Partners $ 167 $ 167 $ 167 $ 167 $ 167 Managers 101 101 101 101 101 Senior Accountant 70 70 70 70 70 Staff Accountant 51 51 51 51 51 Clerical 33 33 33 33 33 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. 7/22/10 j Alternative #1 ATTACHMENT #2 HB -257- Item 13. - 17 MAGIGIN-01 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE /DD/YYYY) 7/28 /2010 PRODUCER Wells Fargo Insurance Services USA, Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA DOI Lic. #OD08408 (916) 231-1741 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 11017 Cobblerock Drive, Suite 100 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Rancho Cordova, CA 95670-6049 INSURED Macias Gini & O'Connell LLP Macias Consulting Group & Intellibridge Partners LLC 3000 S St. Ste 300, Sacramento, CA 95816 COVERAGES INSURERS AFFORDING COVERAGE NAIC # INSURER A: American Automobile Insurance Company 21849 INSURER B: Cypress Insurance Company 10855 INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I SRADD' LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MM/DD/YY LIMITS A GENERAL LIABILITY AZC80851069 04/30/2010 04/30/2011 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES a occurrence) $ 1,000,000 MERCIAL GENERAL LIABILITY CLAIMS MADE � OCCUR ff_C:O1M MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 4,000,000 7X POLICY PRO- JECT A AUTOMOBILE LIABILITY ANY AUTO AZC80851069 04/30/2010 04/30/2011 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS X x No Owned Autos PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESS/UMBRELLA LIABILITY X OCCUR FICLAIMS MADE AZC80851069 04/30/2010 04/30/2011 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ 2,000,000 $ R- DEDUCTIBLE $ X RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 3300055235-101 04/30/2010 04/30/2011TORY X WC STATU- OTH- LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. DISEASE - EA EMPLOYEE $ 1,000,000 OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS The City of Huntington Beach, its officers, elected or appointed officials, employees agents and volunteers are named additional insured per attached AB9189 08/07. *10 day notice applies if cancelled for non-payment of premium. I,CR I if lli/11 G IIVLUCr% I:ANGtLLA 11VN ""' --y """ "" " ' - "y"' "1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of Huntington Beach NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SF 200 Main Street IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR I Huntington Beach, CA 92648 REPRESENTATIVES. AUTHORIZED REPRESENTATIVAO J E t Item 13. - 18 012 11,111,3u © ACORD CORPORATION 1988 If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 2 #S915260/M915043 HB -259- Item 13. - 19 0 0 0 0 0 0 m N U ABC MultiC®ver - AB 91 89 08 07 This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows: 1. Non Employment Discrimination Liability Unless Personal Injury or Advertising Injury is excluded from this policy: A. Section III - Definitions, Item 17. Personal Injury is amended to include: f. Discrimination B. Section III - Definitions, Item 2. Advertising Injury is amended to include: e. Discrimination C. Section III - Definitions is amended to in- clude: 30. Discrimination means the unlawful treat- ment of individuals based on race, color, ethnic origin, gender, religion, age, or sexual preference. D. Section II - Liability Coverage, Part H. Ex- clusions, Item Lp Personal Injury or Adver- tising Injury is amended to include: (11) Arising out of discrimination directly or indirectly related to the past employ- ment, employment or prospective em- ployment of any person or class of persons by any insured; or (12) Arising out of discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any dwelling, 2. permanent lodging, or premises by or at the direction of any insured; or (13) Arising out of discrimination, if insurance thereof is prohibited by law; or (14) Fines, penalties, specific performance, or injunctions levied or imposed by a go- vernmental entity, or governmental code, law, or statute because of discrimination. Blanket Additional Insured Section II - Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are re- quired by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability aris- ing out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s); or This Form must be attached to Change Endorsement when issued after the policy is written. one of the Fireman's Fund Insurance Companies as named in the policy n Secr tary T \G � ri OCCI� 1 President AB9189 8-07 m b Item 13. - 20 • Page I of 6 (e) a state or political subdivision per- mit issued to you. (2) Coverage does not apply to any occur- rence or offense: (a) which took place before the exe- cution of, or subsequent to the completion or expiration of, the written insured contract, or (b) which takes place after you cease to be a tenant in that premises. (3) With respect to architects, engineers, or surveyors, coverage does not apply to Bodily Injury, Property Damage, Per- sonal injury or Advertising Injury arising out of the rendering or the failure to render any professional services by or for you including: (a) The preparing, approving, or failing to prepare or approve maps, draw- ings, opinions, reports, surveys, change orders, designs or specifica- tions; and (b) Supervisory, inspection, or engi- neering services. If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organization. 3. Blanket Additional Insured for Vendors Unless the Products -Completed Operations Haz- ard is excluded from this policy, Section II - Li- ability Coverage, Part I. Who Is an Insured, Item 2. is amended to include: g. Any vendor but only with respect to Bodily Injury or Property Damage arising out of your products which are distributed or sold in the regular course of the vendor's business, sub- ject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. Bodily Injury or Property Damage for which the vendor is obligated to pay damages by reason of the AB9189 8.07 assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agree- ment; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, and then re- packaged in the origipal container. e. Any failure to make such in- spections, adjustments, tests or ser- vicing as the vendor has agreed to make or normally undertakes to make in the usual course of busi- ness, in connection with the distrib- ution or sale of the products; f. Demonstration, installation, servic- ing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. 2. This insurance does not apply to any in- sured person or organization, from whom you have acquired such products, or any ingredient, part or container, en- tering into, accompanying or containing such products. If an Additional Insured - Vendors endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organ- ization. Page 2 of b HB -261- Item 13. - 21 4. Blanket Waiver of Subrogation before you acquired or formed the or - ganization; Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is (c) Coverage C does not apply to personal amended to include: injury or advertising injury arising out of an offense committed before you ac- 6. Transfer of Rights of Recovery Against Oth- quired or formed the organization. ers to us and Blanket Waiver of Subrogation 6. Medical Payments a. If the insured has rights to recover all or part of any payment we have made under Unless Coverage D. Medical Payments is excluded this Coverage Part, those rights are from this policy: ® transferred to us. The insured must do nothing after loss to impair those rights. A. Section II - Liability Coverage, Part H. Ex - At our request, the insured will bring suit clusions, Item 21 is replaced with: or transfer those rights to us and help us f. Included within the products -completed enforce them. operations hazard. However, this exclu- b. If required by a written insured contract, sion does not apply to expenses for den - we waive any right of recovery we may tal services. have against any person or organization B. Section II - Liability Coverage, Part G. Cov- because of payments we make for injury erage, Item 2., is amended to include: or damage arising out of your operations or your work for that person or organ- c. Coverage D. Medical Payments is pri- ization. mary and not contributing with any other insurance even if that other insur- ance is primary also. 0 o Section II - Liability Coverage, Part I. Who Is An 7. Tenant's Legal Liability o Insured, Item 4. is replaced with: 0 g 4. All of your subsidiaries companies, corpo- A. Section III - Liability Coverage, Part J. Li- ability and Medical Payments Limits of In - co rations, rations, firms, or organizations, as now or surance, Item 3. is replaced with: u hereafter constituted, qualify as Named In- sured under this policy if. 3. The most we will pay under Coverage C (a) you have the responsibility of placing in- Liability for damages because of prop- erty damage to premises while rented to surance for each such entity; and you, temporarily occupied by you with (b) coverage for the entity is not otherwise the permission of the owner, or managed more specifically provided; and by you under a written agreement with the owner: (c) the entity is incorporated or organized under the laws of the United States of a. arising out of any Covered Cause of America. Loss shall he the greater of U3 Z But each entity is insured only while you (1) $1,000,000; or own, during the policy period, a controlling (2) The Tenant's Legal Liability interest in such entity of greater than 50% of limit shown in the Declarations. CD the stock or assets. However: 8. Chartered Aircraft m (a) Coverage under this provision is afforded (V a only until the end of the policy period, Section II - Liability Coverage, Coverage C, Part or the 12 month anniversary of the policy H. Exclusions, Item l.g. is. amended to include: LL W inception date, whichever is earlier; (5) An aircraft in which you have no ownership (b) Coverage C does not apply to bodily in- interest and that you have chartered with jury or property damage that occurred crew. AB9189 8.07 o Page 3 of 6 Item 13. - 22 HB -262- 9. Coverage Territory Broadened Section III - Definitions, Item 5.a. is replaced with: a. The United States of America (including its territories and possessions), Puerto Rico, Ca- nada; Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. 10. Broadened Advertising Injury Unless Advertising Injury is excluded from this policy: A. Section III - Definitions, Item 2. is replaced with: 2. Advertising Injury means injury arising out of one or more of the following of- fenses: a. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a persons or organiza- tion's goods, products or services; b. Oral, written, televised or videotaped publication of material that violates a person's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. Infringement of trademark, copy- right, title or slogan. B. Section II - Liability Coverage, Coverage C, Part H. Exclusions, Items l.p.(1) and (2) are replaced with: (1) Arising out of oral, written, televised or videotaped publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period; 11. Broadened Personal Injury Unless Personal Injury is excluded from this pol- icy, Section III - Property, Liability and Medical AD9189 8-07 Payments Definitions, Items 17.b., d. and e. are replaced with: b. Malicious prosecution or abuse of process; d. Oral, written, televised or videotaped publica- tion of material that slanders or libels a person or organization or disparages a person's or organizations goods, products or services; e. Oral, written, televised or videotaped publica- tion of material that violates a person's right of privacy; 12. Broadened Personal or Advertising Injury Unless Personal Injury or Advertising Injury is excluded from this policy, Section II - Liability Coverage, Coverage C, Part H. Exclusions, Item Lp.(4) Exclusions is deleted in its entirety. I3. Fellow Employees Coverage Section II - Liability Coverage, Part I. Who Is an Insured, Item 2.a.(1) is amended as follows: (1) Personal Injury to you or to a co -employee while in the course of his or her employment, or the spouse, child, fetus, embryo, parent, brother, sister or any member of the house- hold of that employee or co -employee as a consequence of such Personal Injury, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; or 14. Mental Anguish Is Included in Bodily Injury Section III - Definitions, Item 4. is replaced with: 4. Bodily injury means bodily injury, sickness or disease sustained by a person. It includes death or mental anguish which result at any time from such physical harm, physical sick- ness or physical disease. Mental anguish me- ans any type of mental or emotional illness or disease. 15. Unintentional Failure to Disclose Hazards Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, is amended to include: Page 4 of 6 Item 13. - 23 0 S 0 0 0 g 0 U s 00 C4 a U W 0 N U Item 6. Unintentional Failure to Disclose Hazards If you unintentionally fail to disclose any ha- zards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. 16. Supplementary Payments, Increase Limits Section II - Liability Coverage, Part G. Coverage, Items Le. (2) and (4) are replaced with: (2) The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the in- sured at our request to assist us in the inves- tigation or defense of the claim or suit including substantiated loss of earnings up to $500 a day because of time off work. 17. Per Location Aggregate A. Section II - Liability Coverage, Part J. Limits of Insurance, Item 4. is amended to include: The Aggregate Limit of Insurance applies se- parately to each location owned by you, rented to you, or occupied by you with the permission of the owner. B. Section III - Property, Liability and Medical Payments Definitions, is amended to include: 31. Location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of- way of railroad. 18. Amended Duties in the Event of an Occurrence, Offense Claim or Suit Section II - Liability Coverage, Part K. Liability and Medical Payments General Conditions, Items 2.a. and b. are replaced with: a. In the event of an occurrence, offense, claim, or suit, you must promptly notify us. Your duty to promptly notify us is effective when your executive officers, partners, members, or AB9189 8.07 13. - 24 4 legal representatives are aware of the Gener?' Liability occurrence, offense, claim, or suh Knowledge of an occurrence, offense, claim, or suit by other employee(s) does not imply you also have such knowledge. b. To the extent possible, notice to us should include: (1) How, when and where the occurrence or offense took place; (2) The names, addresses, and telephone numbers of any injured persons and wit- nesses; and (3) The nature and location of any injury or damage arising out of the occurrence, of- fense, claim, or suit. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2. is replaced with: 2. Coverage C - Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part ou obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, mainte- nance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or or- ganization is excess and noncontributory with this insurance, or; b. Except for the circumstance described in 2.a., above, the insurance provided under this policy is excess over any other li- ability insurance available to any insured whether such other insurance is written as primary, excess, contingent or any other basis. An exception applies when any insured specifically has purchased excess insurance to apply in excess of the limits of insurance shown in the Decla- rations of this Coverage Part for Cover- age C. Page 5 of 6 20. Damage to Invitees' Automobiles from Falling Trees or Tree Limbs - Limited Coverage The policy applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from prem- ises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an in- sured or an insured's tenant; 3. Such damage is directly caused by wind -driven falling trees or tree limbs; 4. The most we will pay for any one loss is the lesser of the actual cash value of the damaged automobile as of the time of the loss; or the cost of repairing or replacing the damaged automobile with another automobile of like kind and quality; subject to a limit of $25,000 in any one policy period; and 5. This coverage is not subject to the General Liability General Aggregate Limit. 21. Expected or Intended Injury - Amendment to Ex- clusion SECTION I. - 2. EXCLUSIONS a. Expected or Intended Injury, is replaced by the following: a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. All other terms and conditions of the policy apply. AB9189 8.07 Page 6 of 6 Item 13. - 25 ATTACHMENT #3 Item 13. - 26 NB -266- +o �. ProfessionalCITY OF HUNTINGTON BEACH Service Approval Form PART I Date: 6/1/2010 Project Manager Name: Robert Sedlak Requested by Name if different from Project Manager. Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORD MUST DE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY ADMINISTRATOR, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART 1 MUST BE FILED MTH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Comply with the charter requirement for an annual audit of the City's finance records 2) Estimated cost of the services being sought: $ approx $50k per year for 3 years 3) Are sufficient funds available to fund this contract? ® Yes ❑ No 4) Is this contract generally described on the list,of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ® Yes No 5) Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted: 10035205.69365 6) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3A3.08(b) — Other Interagency Agreement procedure will be utilized. ❑ MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. � � L==— �742- / l fo Department Head Signature Date APPROVED City -D ❑ Signature Director of Finance's Initials Date Z -/ Date Deputy City Administrator's Initials Date NB -267- Item 13. - 27 �� ATIf�G CITY - '� : OF ;�j '�" �3, r ''o� Professional Service Approval Form PART 11 Date: 7/22/2010 Project Manager: Robert Sedlak Requested by Name if different from Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE, COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & I/ MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Macias Gini & O'Connell, LLP 2) Contract Number: FIN 010 045 00 (Contract numbers are obtained through Finance Administration) 3) Amount of the contract: $ 113,495.00 4) Is this contract less than $50,OQ0? ❑ Yes ® No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ® No 6) Is this contract over $100,000? ®Yes ❑ No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Director of Finance (or designee} Signature Date Item 13. - 28 NB -268-