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HomeMy WebLinkAboutNorman A. Traub & Associates - 2018-03-21 AMENDMENT NO. 2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORMAN A. TRAUB & ASSOCIATES FOR BACKGROUND INVESTIGATIVE SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "CITY," and NORMAN A. TRAUB, hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated March 21, 2018, entitled "Professional Services Agreement Between the City of Huntington Beach and Norman A. Traub & Associates for Background Investigative Services." which agreement shall hereinafter be referred to as the "Original Agreement," and CITY and CONSULTANT wish to amend the Original Agreement to reflect the additional work to be performed by CONSULTANT and the additional compensation to be paid in consideration thereof by CITY to CONSULTANT. NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. ADDITIONAL COMPENSATION In consideration of the additional services to be performed, CITY agrees to pay LAW FIRM, and CONSULTANT agrees to accept from CITY as full payment for services rendered, an additional sum not to exceed Thirty Thousand Dollars ($30,000), in addition to the original sum of Fifty Two Thousand Five Hundred Dollars ($52,500), for a new total not to exceed Eighty Two Thousand Five Hundred Dollars ($82,500). 19-8308/219583 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on January 14th , 2020 LAW FIRM, CITY OF HUNTINGTON BEACH, NORMAN A. TRAUB & ASSOCIATES a municipal corporation of the State of California By: Director/ R (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: AND By: City Attorney 01/ print name ate ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: / City Clerk Date COUNTERPART 19-8308/219583 2 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers on January 14th ,2020 . FIRM, CITY OF HUNTINGTON BEACH, NORMAN A. TRAUB & ASSOCIATES LLC a municipal corporation of the State of California By: i- d, General Manager/Principal Director/gag (Pursuant To HBMC§3.03,100) print name ITS: (circle one)Chainnan/President/Vice President APPROVED AS TO FORM: AND By. N/A City Attorney VV print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: City Clerk Date COUNTERPART ART 19-8308/219583 2 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORMAN A, TRAUB &ASSOCIATES FOR BACKGROUND INVESTIGATIVE 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 Norman A. Traub & Associates, a Sole Proprietorship, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide background investigative services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows; 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Norman A. Traub who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 18-6925/188881 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on March 21, 2018 (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 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 Fifty-Two Thousand Five Hundred Dollars ($52,500). 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. 18-6925/188881 2 of 11 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless ol'whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT, 18-6925/188881 3 of 11 1 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 fallowing 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 farce and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT 18-6925/188881 4 of 11 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. 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 18-6925/188881 5 of 11 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 perfonned hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be perfonned in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 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. 18-6925/188881 6 of I I 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 Norman A.Traub & Associates ATTN: Kristen Miller ATTN: Norman A. Traub 2000 Main Street 5409 Via Fonte Huntington Beach, CA 92648 Yorba Linda, CA 92886 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. 18-6925/188881 7 of 11 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 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 18-6925/188881 8 of 11 provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terns and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 18-6925/188881 9 of 11 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. 28. ENTIRETY The pasties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 18-6925/188881 10 of 11 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF IIUNTINGTON BEACH, a municipal corporation of the State of Norman A. Traub &Associates California COMPANY NAME '21.j- Ll Director/Chief B ant To HBMC§3.03.100) T $0c,e K AV� 'c_ �� APPRrED S TO FORM: print name ITS: (circle one) Chairman/President/Vice President 651 IEf-A i— MA►���� _ AND t.�, ity ttorney Date By: RECEIVE AND FILE: print name ITS: (circle one) Secretary/Chief Financial Q Officer/Asst. Secretary—Treasurer 7�Q City Clerk Date COUNTERPART 18-6925/188881 11 of 11 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Norman A. Traub & Associates California COMPANY NAME Director/Chief By: (Pursuant To HBMC§3.03.100) APPROVED AS TO FORM: print name ITS: (circle one) Chairman/President/Vice President AND ity Attorney Date By: RECEIVE AND FILE: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary— Treasurer City Clerk Date 18-6925/188881 11 of 11 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORMAN A. TRAUB & ASSOCIATES FOR BACKGROUND INVESTIGATIVE SERVICES Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ....................I.......................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices... .................................................................................................................7 17 Consent....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees......................................................................................................:...10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories:................................................................................................................10 28 Entirety......................................................................................................................10 29 Effective Date.................................................................................I I EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Consultant will conduct, consistent with California Commission on Peace Officer Standards and Training, segments of the background investigation of rentry and lateral City applicants. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Contact applicant's previous employer(s) to review/copy the personnel file and interview previous supervisors/co-workers. 2. Conduct neighborhood check(s) at applicant's current and previous residence(s)to intervie neighbors. 3. Contact/visit other police agencies to which the applicant has applied to review background file(s) and interview background interviewer. 4. Contact family, personal and secondary references. 5. Prepare written reports for each contact made. 6. Prepare written summary based on California POST guidelines at the end of the background investigation. The guidelines can be found online in the POST Administrative Manual Section C 1953 (g)(1). C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Completed copy of POST Personal History Statement, or the pertinent parts thereof, to include employment, residence and previous applications information, as well as the reference section. The reference section will enable the Contractor to avoid duplication of effort in interviewing neighbors or employers that may be cross designated as references. EXHIBIT A 2. Two signed and notarized originals of the POST Background Waiver form, or the City's equivalent. 3. Any specific or perceived concerns regarding the candidate that may be germane to the Scope of Work. D. WORK PROGRAM/PROJECT SCHEDULE: TBD EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Hourly rates of$100.00 apply for fiscal years 2017-2018, 2018-2019, and 2019-2020. B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been 1 Exhibit B brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. 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. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notifv CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. CITY OF HUNTINGTON BEACH Professional Service Approval Form »� Amendment # 1 1. Date Requested: October 10, 2018 2. Contract Number to be Amended: 3. Department: Police 4. Requested By: Robert Handy, Chief of Police 5. Name of Consultant: Norman A. Traub &Associates 6. Amount of Original/Prior Contract: $27,500 7. Additional Compensation Requested: $25,000 8. Original Commencement Date: March 21, 2018 9. Original Termination Date: March 21, 2021 10. Extended Date Requested: N/A 11. Reason for Contract Amendment: The Police Department continues to recruit and conduct backgrounds for vacant positions and needs to increse the compensation amount of this contract. ,1 Aurchasi g Approval Signature D to 12. Are sufficient funds available to fund this contract? Yes ❑ No 13. Business Unit and Object Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2018/19 10070102.69365 $25000 $ $ $ Audge /t A ' royal Signature D t % / /- 7'I',4 Department Head Sig ature Date Ci ka�njgerpproval Signature Date professional service approval form-amendment norman traub REV: 2016 OP ID:DR CERTIFICATE OF LIABILITY INSURANCE 11/07/2018 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(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the polity,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 NAMEAcT Michelle A Nowell Alliance Mgt 8 Insurance Sery PHONE 355 Via Vera Cruz#7 1A C ft 760-471-7116 x.:760dZ1-8378 CA Agent/Broker Lic#0737966 E: AIC -- San Marcos,CA 92D78 -PW60CER_— A°°REss:m loweWamiscorp.cGin Michelle A.Nowell CusTouER :TRAUB-1 _ __ _ INSUR S AFFOROWG COVERAGE NAICf INSURED Norman A Traub Associates, wsUIERA:Acceptance Casualty Ins Comp 10349 Workplace Investigations BJeUr e: 5409 Via Fonte ---- Yorba Linda,CA 928865006 INSURER INSURER°: INSURERE: 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. IL TYPE OF INSURANCE ppLIOy NUMBER ft '�NMIp LIMITS ~— GENERAL LIABILITY , I 'EACH OCCURRENCE I$ _1_000, A X COMMERCIAL GENERAL LIABILITY X P00960667 - 0410712018 04/07/2019 rPREMISES E..en.t.tlo. s i00,000 CLAM6IMDE �X OCCUR MED EDT(Any M+.Wvm) f 5,000 X'Errors&Omks PERSONAL A ADV IHA RY s 1.000,000 i GENERAL AGGREGATE s 5,000,000 GERL AGGREGATE WAIT APPLIES PER: �PROotICt3-COAPKIP AGG $ 1,800,0 X POLICY i I LOC $ AUTOMOBILE LIABILITY APPROVED AS TO FORM COMBINED SINGLE LIMIT •ANY AUTO (En axM°Iq - Y INJURY Pawn) s ALL OWNED nuros 1 ——- j SCHFDULEDAUTDS � BODILY �- BODILYMJURY(Pa.mMma)i s MI EL E.G PRnD .E HIRED AUTOS CITY ATTORN (PAOE - s NON-OWNED AUTOS CITY OF HUNTINGTO 4 BEACH = UMBRELLA LAO OCCUR ( EACH OCCURRENCE L IXCESS LU1B CUMSyADE AGGREGATE f DEDUCTIBLE - f i RETENTION s s WORKERS COMPENSATION TVVC aTATV- TH- AND EMPLOYERS'LIABILITY ' YIN ANY MOPRIETORIPARTNF.REXECUTJvE E.I EACH ACCIpEHf f OFFICERRAEMBER EXCLUDED? NIA If a .J nrym NH) EL DISEASE-EA EMPLO f I yes,@Lambe H) DESCRIPTION OF OPERATIONS bebM E.L.DISEASE-POLICY LIAR f A !Professional Liab CP00960667 OM0712018 04l0712019"prof Llab 1,000,0 00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHN:LES I"fbcb ACORD 101,AtltlM.nAl Remake Schetlub,N mae.pew I.repulrttll 2of Huntington Beach,Human Resources Department is named as an Witional insured with respect to the work performed by the named insured. Investigation, CA-- CERTIFICATE HOLDER CANCELLATION CITYH-4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach PD ACCORDANCE 11RTH THE POLICY PROVISIONS. Admin Svc Div Manager Kristin Miller AUTHOIhZE�D.REPRESENTATIVE 2000 Main Street Hunt Huntin ton Beach. CA 92648 ©1988.2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD POLICY NUMBER CP00960667 COMMERCIAL GENERALLIABIUTY CG 20 26 07 D4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following! COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or O anization s Automatic Status included Where Required by Written Contract. All Where Required by Written Contract Information required to complete this Schedule, it not shown above,will be shown in the Declarations. Section 11 — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf. A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 0 ISO Properties, Inc., 20134 Page i of 11 ❑ OP ID:DR CERTIFICATE OF LIABILITY INSURANCE DATEI�DD�Y) +1I07no18 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 pollcy(lesj must tie entlorsed. N SUBROGATION IS WAIVED,subject to the terns and conditions of the polity,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). ACT UCER AlliaDnce Mgt&Insurance Sery NAME Michelle A Nowell 355 via Vera Cruz#7 rccr PHONE,E.1):760471-7116 760.471.6378 CA AgentIBroker Lic#0737966 �� — - - San Marcos,CA 92D78 PRODUCER A S-mnowel miecorp.com Michelle A.Nowell - _ CUSTOMER ID r:TRAUB-1 - ---. _. INSURERU AfFORDINGCORRAGE _ INLf INWRED NormanATratlbAssociates, INSURER A:Acceptance_C_d_s_uahy nsC_o� 10349 Workplace Investigations -INSURERS: 6409 Via Fonte __......_._. -, Yorba Linda,CA 928865006 wsDRERC: - MSURFR D: WSURER E: .__..— 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. Lam' TYPE OF INSURANCE POLICY NUNBERYEFF�:--PODDYERP NRRMYYYY MMIOpTYYY LIMITS GENERAL LLAELLTTY EACHOCCURRENCE S 1,000,0 DO A X COMMERCIAL LIABILITY ' X P009BN67 OM07/20181 OM0712018 DVV`GETORENTED 100,0�L � CUR PMEEa S X Errors R Omiss MED UP(Myore Parson) $ 5,00 -- PERSONAL S ADV INJURY $ 1,000,00 : --- GCNCRU AGGREGATE $ 5,000,00 GE"L AGC'"ED"1E LMR APrp-L-IF�$pE"' PRODUCTS-COMP/OP AGG $ 1,000,00 X POLICY',.-�PRO- LOC -__.__ $ AUTOMOBILE LLAINLITY I COMBINED SINGLEUINT $ __M ANY AUTO I (Ea accidem ALL OWNED AUTOS BODILY 14LRY(Pwparm) $ � I _ BODILY INJURY(Pw AodUrr)',f SCHEDULEDAUTOSHIRED ._. PROPERTYDAMAGE NON-O NED (PERACCOENT) f NON-0NMEDAUTOS � � UMBRELLA LIAe OCCUR EACH OCCURRENCE f EXCESS LAB _CLAIMS-MADE � I AGGREGATE f _ DEDUCTIBLE RETENTION $ f WORKERS COMPENSATION WC TATU- AND EMPLOYERS'LIABILITY i TORY L ANY PROPRIE701VPARTERrEXECUTNE YIN f OFFICERRAEMOEREXCLUDEDT NIA E.L FAC/I ACCDENT (MmIlaN yit NH) E.L.DISEASE-EA FNPLOVEE f M yyeeaa daTcnl,euMer '.. .. OESCRIPnON OF OPERATIONS BNavi _ E.L DISEASE-Poucy UNIT A Profasslonal Liab - CP00960667 04l0712018 04l0712019 Prof Liab 1,ggp DESCNPTIONOFOPERATIONSILOCATIONS!VEHICLES (AnacBACORD101,Mdleonal RemaH ScH we,Nm apace IsreyuirdI City of Huntington Beach, Human Resouroes Department is named as an additional insured with respect to the work performed by the named insured. Investigation, CA -- CERTIFICATE HOLDER CANCELLATION CITYH4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Huntington Beach PD ACCORDANCE WITH THE POLICY PROVISIONS. Admin Svc Div Manager Kristin Miller AUTHORP J EPRESENTATTIVE 2000 Main Street Hunt -�1� •�-�.J V- Huntington Beach. CA 92646 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CP00960667 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Oro anizations Automatic Status Included Where Required by Written Contract. Al[Where Required by Written Contract Information required to oom fete this Schedule, if not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to in- clude as an additional insured the person(s) or organi- zation(s) shown in the Schedule, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf. A. In the performance of your ongoing operations;or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 0 ISO Properties, Inc., 2004 Page t of 1 ❑ PROFESSIONAL SERVICES FISCAL YEAR 2018/19 Police Current PSA Balance: $136,949 Impact to Future Years Date Descri tion Amount Notes FY 19/20 1 FY 20/21 FY 21122 Psychological exams,polygraph,legal consultations,rape and medical exams,crime prevention, hazmat physical exams,Flight crew 7/1l2018 physicals,blood withdraws,transcription,juvenile 335.825 diversion,gang prevention and other related consulting and professional services. Total PSA $ 335,825 Total Contract Date Descri tion Amount Value Notes FY 19120 FY 20121 FY 21122 7/1/2018 CSP Inc 105,876 283,516 Victims Assistance Services(grant fund 124) 7/1/2018 Background Investigation Services-Traub 10,000 27,500 RFP 10,000 - 7/1/2018 Background Investigation Services-Beard 13,000 33,500 RFP 13,000 7/1/2018 RCS Investigative Services 10,000 20,000 10/24/2018 Truth be Told Polygraph Examination Services 10,000 38,620 Amendment No. 1 10/31/2018 Background Investigation Services-Traub 18,000 L- 52,500 Amendment No.1 10/31/2018 Background Investigation Services-Beard 32,000 58,500 Amendment No 1 Total Value $ 198,876 Balance $ 136,949 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORMAN A. TRAUB & ASSOCIATES FOR BACKGROUND INVESTIGATIVE 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 Norman A. Traub & Associates, a Sole Proprietorship, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide background investigative services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Norman A. Traub who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional Svcs to$49 10115 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on KW �j , 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 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 Twenty Seven Thousand, Five Hundred Dollars ($27,500). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such agree/surfnet/professionalsvesto$49 10115 2 of I I 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 "13." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are agree/surfnet/professional svcs to$49 10115 3 of I I 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 competion with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to agree/surfnet/professional Svcs to$49 10115 4 of 11 forthwith :terminate this Agreement. Such termination shall not affect Consultant's right to be paid foi its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. agree/surfnet/professional Svcs to$49 10115 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. agree/surfnet/professionalsvcsto$49 10115 6 of 11 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the 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 Norman A.Traub & Associates ATTN: Kristen Miller ATTN: Norman A. Traub 2000 Main Street 5409 Via Fonte Huntington Beach, CA 92648 Yorba Linda, CA 92886 agree/surfnet/professional svcs to$49 10115 7 of 11 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as agree/surfnet/professional svcs to$49 10115 8 of 11 to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. agree/surfnet/professional Svcs to$49 10/15 9 of 11 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 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 agree/surfnet/professionalsvcsto$49 10115 10 of 11 Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Norman A. Traub & Associates California COMPANY NAME By. � -��12 � ,� Director/Chief (Pursuant To HBMC§3.03.100) �� 1 j APPROVED AS TO FORM: print name ITS: (circle one)Chai rman/Pres identN ice President AND City Attorney bm By: ate "K print name RECEIVE AND FILE: ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer d� City Clerk Date 3 -7/40/ agree/surfnet/professional svcs to$49 10115 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Consultant will conduct, consistent with California Commission on Peace Officer Standards and Training, segments of the background investigation of rentry and lateral City applicants. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1. Contact applicant's previous employer(s) to review/copy the personnel file and interview previous supervisors/co-workers. 2. Conduct neighborhood check(s) at applicant's current and previous residence(s) to intervie neighbors. 3. Contact/visit other police agencies to which the applicant has applied to review background file(s) and interview background interviewer. 4. Contact family, personal and secondary references. 5. Prepare written reports for each contact made. 6. Prepare written summary based on California POST guidelines at the end of the background investigation. The guidelines can be found online in the POST Administrative Manual Section C 1953 (g)(1). C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Completed copy of POST Personal History Statement, or the pertinent parts thereof, to include employment, residence and previous applications information, as well as the reference section. The reference section will enable the Contractor to avoid duplication of effort in interviewing neighbors or employers that may be cross designated as references. EXHIBIT A 2. Two signed and notarized originals of the POST Background Waiver form, or the City's equivalent. 3. Any specific or perceived concerns regarding the candidate that may be germane to the Scope of Work. D. WORK PROGRAM/PROJECT SCHEDULE: TBD EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Hourly rates of$100.00 apply for fiscal years 2017-2018, 2018-2019, and 2019-2020. B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been 1 Exhibit B brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. I 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. 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. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans,Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance....................................................................................................... 5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials.............................................................................................. 7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................ 8 18 Modification........................................................................................................................ 8 19 Section Headings................................................................................................................. 8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival ................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................I I