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Amends Municipal Code Chapter 3.03 relating to procedure for
CITY OF FIUNTINGTON EEA1. 4zg MEETING DATE 11/19/01 DEPARTMENT ID NUMBER CK2001-12 Council/Agency Meeting Held Deferred/Continued to roved ❑ Conditionally Approved ❑ Dermrd lt i y ClCI 'rgnature Council U eeting Dat -S ,� 2_11/19/ 1 Department ID Number CK2001-12 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION N SUBMITTED TO HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY Connie Brockway City Clerk GCS ' �- PREPARED BY Connie Brockway City Clerk c0 J C SUBJECT Establish City Council Policy for City Clerk to Follow in Recd ving--and Filing Professional Services Agreements Entered Into Pursuant W Huntington Beach Municipal Code Chapter 3 03 Statement of Issue Funding Source Recommended Action Alternative Action(s) Analysis Environmental Status Attachment(s) Statement of Issue It is necessary to establish a City Council approved policy for the City Clerks Office to follow for the review filing and retrieval of Professional Services Agreements entered into between city staff and consultant firms pursuant to Huntington Beach Municipal Code Chapter 3 03 Funding Source Not Applicable Recommended Action Motion to Establish a City Council Policy for the City Clerk s Office to follow in the administration of all agreements entered into between city staff and consultant firms pursuant to Huntington Beach Municipal Code Chapter 3 03 (Professional Services) The policy is set forth as follows (1) Agreements executed by the City Administrator as set forth in the Request for Council Action (Item F-1 on this City Council Agenda) shall be submitted to the City Clerk to file for retrieval and destruction according to the currently approved City Council retention and destruction policy and any future records retention and destruction policy as may be adopted by the City Council (Recommended Action Continued on the Next Page) I ck2001 12 $ 11/16/01 11 44 AM REQUEST FOR CITY COUNCIL A%, (ION MEETING DATE 11/19/01 DEPARTMENT ID NUMBER (2) Agreements entered into by Directors (Department Heads) pursuant to Huntington Beach Municipal Code Section 3 03 020 Definitions and S 3 03 100 Authorization by Department Directors shall follow the same procedure as (1) above (3) Agreements entered into by designees of Directors (Department Heads) Huntington Beach Municipal Code S 3 03 020(b) Definitions shall be submitted to the City Clerk s Office for filing if the designee executing the agreement is named in a City Council resolution that lists the employees who each Director (Department Head) wishes to designate to execute agreements on their behalf (4) The City Clerk shall maintain the agreements on the City Clerks Office computerized Records Management Program in the same manner as agreements which are approved by Council through the City Council Agenda process except that a copy of the insurance c 4mr-►t Te Prather that the original will be attached to the original agreement provided to the City Clerk s Office with the original insurance certificate and all renewals to be maintained by Administrative Services/Risk Management Division (5) The City Clerk shall submit on a quarterly basis a List of Agreements entered into pursuant to Huntington Beach Municipal Code Chapter S 3 03 This list shall appear for the purpose of a Receive and File motion of the City Council FN 64 cv +c►L To VX-,W4Vrq&HuE 1% usrOT- Ab�C�-�R o,4Wv 1-j YC C Q2z",eD Ta cdmcu- "-c toT At1k&C 11V VAL*IV 4F 11je 40 SP& LAST (6) Request the City Attorney to (a) Prepare an ordinance amending Huntington Beach Municipal Code Chapter 3 03 100 Authorization by Department Directors to provide that the original of all approved insurance certificates and subsequent renewals shall be filed with the Risk Manager, (b) Prepare an ordinance amending S 3 03 020 (b) Definitions to add Designee or designees shall be vested with said authonty by resolution of the City Council (As designees are added/removed the City Council resolution shall be revised accordingly ) Alternative Action Direct the City Clerk to submit a policy with revisions which may be recommended by Council Analysis In order for the City Clerk s Office to officially maintain retrieve and destroy city agreements entered into pursuant to Huntington Beach Municipal Code Chapter 3 03 it is necessary to establish and maintain a good record keeping policy acceptable to and approved by the City Council The reason that the City Clerks Office is requesting that a resolution be prepared listing the employees that a Director (Department Head) wishes to designate to sign on the Department Head s behalf is because the City Charter Section 613 (Attachment No 1) authorizes the City Council to designate city officers other that the Mayor and City Clerk to execute agreements but does not authorize those designated officers in turn to designate other (un-named city employees) ck2001 12 11/16/01 11 44 AM REQUEST FOR CITY COUNCIL Av fION MEETING DATE 11/19/01 DEPARTMENT ID NUMBER The submittal by the City Clerk on a quarterly basis of a List of Agreements entered into will ensure that a record of the names of the consultant firms and corresponding projects will be permanently recorded by entry into the minutes (City Council minutes are among records that are permanent and are stored off-site in another state for protection ) The City Clerk s computerized records system will contain the consultant/company names and projects The process whereby a quarterly report is presented to Council will enable city staff to review the report to ensure that all agreements and amendments thereto are filed in the Clerks Office Also the public will be able to maintain their review of agreements/projects through identification on the Council Agenda on a quarterly basis This policy provides the public the opportunity to request a record from the City Clerks Office by asking for it by name and or project which very importantly serves to keep the city in compliance with a new state law relative to assisting the public in identification and access to public records Prior to adoption of HB Municipal Code S 3 03 the City Council Ondnance authorized agreements to be entered into between Department Heads and consultants when the contract amount was $20 000 or less During that time a policy was not in place This resulted in few of the agreements being filed in the City Clerks Office The agreements were entered into in a proper manner but were for the most part maintained in individual departments The City Charter mandates the City Clerk to be responsible to maintain contracts entered into by the City Adoption of this City Council directed policy will ensure that the City Clerk s Office responsibilities in the implementation of the Huntington Beach Municipal Code S 3 03 are carried out through high standards of Records Management practices Attachment(s) • . r • . 1 Section 613 of the Huntington Beach City Charter 2 Copy of Ordinance No 3511 Amending Huntington Beach Municipal Code Chapter 3 03 RCA Author C Brockway x5227 ck2001 12 -4 11/16/01 11 44 AM l r 7 W- G T 0 N\ B E,A(O."'Iyar -V T CHARTER\\\,- i 'i' i Section 613 EXECUTION OF CONTRACTS Except as hereinafter provided,the City shall be bound by a contract only if it is made in wasting,approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council Exceptions to this procedure are as follows (a) By ordinance or resolution the City Council may authorize the City Administrator or other officer to bind the City .N ith or v,ithout a written contract for the acquisition of equipment, materials supplies labor serviceb or other items included vothin the budget approved by the City Council and may impose a monetary limit upon such authority (b) B) ordinance or resolution the City Council may provide a method for the sale or exchange of personal propem not needed in the City service or not fit for the purpose for which intended and for the conveyance of title thereto (c) Contracts for the sale of the products, commodities or services of any public utility owned controlled or operated by the City may be made by the manager of such utility or by the head of the department or Cit) Administrator upon forms approved by the City Administrator and at rates fined by the City Council ATTACHMENT #2 9T VZiFO - 07 IT-Z ORDINANCE NO 3511 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING CHAPTER 3 03 OF THE HUNTINGTON BEACH MUNICIPAL CODE RELATING TO THE CONTRACTING OF PROFESSIONAL SERVICES The City Council of the City of Huntington Beach does hereby ordain as follows SECTION 1 Section 3 03 010 is hereby deleted in its entirety SECTION 2 Section 3 03 020 of the Huntington Beach Municipal Code is hereby amended to read as follows 3 03 020 Definitions (a) "Consultant" means any provider of services under this chapter as an individual,partnership, corporation or otherwise (b) "Director" means the Department Head or his/her designee vested with the authority to administer the provisions of this chapter with respect to contracting for services (20475/76, 25901/83) (c) "Professional Services" means those services which involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge, expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to Huntington Beach Municipal Code Section 3 02 Such services shall include but not be limited to those services provided by appraisers, architects, attorneys, engineers, instructors, insurance advisors,physicians and other specialized consultants SECTION 3 Section 3 03 060 of the Huntington Beach Municipal Code is hereby amended to read as follows 3 03 060 Procedure The procedure for the contracting of services is as follows (a) The Director of the department primarily responsible for the particular project shall prepare a written statement defining the necessity and scope of the project, and submit it to the City Administrator Upon approval by the City Administrator,the Director shall prepare a written statement of the specifications, conditions and other requirements for the requested services and provide a copy to consultants who may wish to perform the service (b) Except in extraordinary circumstances, the Director, or his designee, shall request informal written proposals from not less than three (3) available qualified consultants He shall thereafter conduct discussions with them regarding the project if such discussions are indicated by the complexity of the project, and based upon the selection guidelines established in section 3 03 040 and the criteria established by him, select the consultant from 01 ord/jmp/3-03ord/9/1 1/01 1 Ord No 3511 the responsible proposals submitted to him deemed to be the most highly qualified to provide the services required (c) If the procurement has been budgeted contractual agreement shall be negotiated with the consultant subject to final approval as to form by the City Attorney, and as to content by the City Administrator (d) If the procurement has not been budgeted, then the Director shall prepare a request for appropriation for the City Administrator to submit to the City Council in the usual prescribed manner (e) The City Attorney shall counsel and advise City officials in the implementation of this chapter SECTION 4 Section 3 03 080 of the Huntington Beach Municipal Code is hereby amended to read as follows 3 03 080 Exempt and emergency procedures The need for certain budgeted and emergency and exempted procurements are recognized (a) An emergency shall be deemed to exist if 1 There is a great public calamity, 2 There is immediate need to prepare for national or local defense, 3 There is a breakdown in machinery or an essential service which requires the immediate attention of a professional in order to protect the public health, safety or welfare, 4 An essential, departmental operation affecting the public health, safety or welfare would be greatly hampered if the prescribed procedure would cause an undue delay in the procurement of the needed services In the case of an emergency which requires the immediate retention of a professional consultant, the City Administrator may authorize the Department Director to secure by the open-market procedure, at the lowest obtainable price consistent with professional standards, any professional service regardless of the amount of the expenditure (b) Other interagency Agreements Procurements utilizing contractual agreements maintained by other public agencies for the provision of professional services to such agencies are exempt from the requirements of this chapter except that the provisions of Section 3 03 060(c) shall apply in every case and so long as such other agency complied with its own professional services contract requirements as approved by the Department Director SECTION 5 Section 3 03 090 is hereby deleted in its entirety 01 ord/j mp/3-03ord/9/11/01 2 Ord No 3511 SECTION 6 Section 3 03 100 of the Huntington Beach Municipal Code is hereby amended to read as folio«s 3 03 100 Authonzation by Department Directors The Director of any department for which such services are required may contract directly for an, professional services when procurement of such services has been budgeted and there are sufficient unencumbered appropriated funds available, or wherein the cost of which will be fully paid or reimbursed to the City The annual budget for the fiscal year in which the agreement is entered into shall provide a general description of the v.ork to be performed The complete original of the executed agreement and the names of the consultants who submitted proposals shall be forwarded to the City Clerk A complete copy of all approved insurance <----- certificates and subsequent renewals shall be filed with the Risk Manager SECTION 7 Section 3 03 110 is deleted in its entirety SECTION 8 Section 3 03 120 of the Huntington Beach Municipal Code is hereby amended to read as follows 3 03 120 Existing agreements The terms and conditions of any existing professional services agreement may be modified so as to increase or decrease the term, compensation, scope of work or otherwise, by mutual agreement of the City and the consultant selected However, at no time shall an agreement be amended to extend an agreement beyond three years from receipt of the original request for proposals without compliance with the bid procedure established by Huntington Beach Municipal Code section 3 03 060 SECTION 9 This ordinance shall become effective 30 days after its adoption PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 1st day of October , 2001 ayor ATTEST —I e4ltv�� �� APPROVED AS TO FORM City Clerk le~® -i 11 p 11101 City Attorney REVIEWED AND APPROVED INITIATED A' qb A�PPR ED City A imstrator Director f Adminis ive Services 01ordjmp/3 03ord/9/11/01 3 Ord No 3511 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY, the duly elected qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing ordinance was read to said City Council at a regular meeting thereof held on the 17th day of September, 2001 and was again read to said City Council at a re ular meeting thereof held on the 1st day of October, 2001 and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council AYES Green, Boardman, Coop Julien Houchen, Dettloff, Bauer NOES None ABSENT Garofalo ABSTAIN None I,Connie Brockway CITY CLERK ofthe City of Huntington Beach and ex-officio Clerk of the City Council,do hereby certify that a synopsis of this ordinance has been published in the Independent on 2001 In accordance with the City Charter of said City City Clerk and ex-officio Clerk Connie Brockway, City Clerk of the City Council of the City Deputy City Clerk of Huntington Beach, California gJordinanclordbkpg2001 doc RCA ROUTING INITIATING DEPARTMENT City Clerk's Office SUBJECT Establish City Council Policy for City Clerk to Follow in Receiving and Filing Professional Services Agreements Entered Into Pursuant to Huntington Beach Municipal Code Chapter 3 03 COUNCIL MEETING DATE November 19, 2001 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full by the City Attorney) Not Applicable Subleases Third Party Agreements etc (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the C►tyAttorney) Not Applicable Financial Impact Statement (Unbudget over $5 000) Not Applicable Bonds (If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission Board or Committee Report (If applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff ( ) ( ) Assistant City Administrator (Initial) ( ) ( ) City Administrator (Initial) ( ) ( ) City Clerk ( ) EXPLANATION FOR RETURN OF ITEM ® o e RCA Author C Brockway x5227 Sll€ CITY OF HUNTINGTON BEACH HuntinCOUNCIL — ADMINISTRATOR COIV MUNICATION Beach© Tea "Il S A*O 5�To Honorable Mayor and Members of the City Council JZ6 C' ��1Z From Ray Silver City Administrator WA-P (7—-0) WAS Nod fi�'�lb Date November 16 2001 Subject November 19, 2001 Agenda Item F-3 City Clerk's Request for Receiving and Filing Professional Service Agreements Late Friday afternoon the City Clerks office added an item to the November 19, 2001 agenda (F-3) that would establish a new City Council policy for the review, filing and retrieval of professional service agreements The City Clerk's policy proposes changes to the contract process improvements that City Council approved on September 17, 2001 Since the newly adopted process will not go into effect until next month, there is adequate time to adjust it to the extent necessary Unfortunately my staff and I have not had an opportunity to review the City Clerk's proposed policy or its impact on the improved contracts process I am requesting that the City Council table Item F-3 This will allow my office and the City Attorneys office the opportunity to meet with the City Clerk to evaluate and discuss her proposed changes to the city s new professional service contract process c Connie Brockway City Clerk Gail Hutton City Attorney Shari Freidenrich, City Treasurer William P Workman, Assistant City Administrator Department Heads CZI C- � h i Moss, Rebecca From Silver Ray Sent Tuesday November 20 2001 3 45 PM To Ross Rebecca Subject RE Message from Connie Brockway Hi Connie we still need to train the department staff on the new procedures I will ask Pete Grant to coordinate any interim procedures that need to be followed Ray Original Message From Ross Rebecca Sent Tuesday November 20 2001 1 51 PM To Silver Ray Cc Workman William Barnard Rich Lowenberg Ronald Dolder Michael P Martin Clay Hutton Gail Freidenrich Shari Hagan Ron Hayden Ron Cranmer Ross Zelefsky Howard Biggs David Osness Bill Beardsley Robert Sub]ect Message from Connie Brockway Today at the Council Meeting follow up you said the new Professional Services Agreement procedure would not be effective until January 2002 As we discussed prior to the Council Meeting there is not a need to delay the process where the agreements do not have to go to Council as long as the Department Head or you execute the agreements Please inform me if I may expect to receive any agreements Note Under$20 000 agreements are now under new code so if it is really meant to delay until January 2002 please do not forward these — Thank you l 1 Ehring, Liz From Grant Peter Sent Thursday November 29 2001 3 08 PM To Silver Ray Workman William Barnard Rich Martin Clay Cranmer Ross Hutton Gad Ehring Liz Freidenrich Shari Hagan Ron Biggs David Dolder Michael P Hayden Ron Zelefsky Howard Lowenberg Ronald Beardsley Robert Subject Delegating Signature Authority Another part of the contracts process improvements calls for the City Council to adopt a resolution that identifies positions within each department that have authority to enter into agreements in your(the department head s)absence While the City Administrators office strongly discourages this practice it is often unavoidable and we will soon be taking a signature delegation resolution forward to the Council In order to reduce the frequency with which we have to update the resolution it will identify positions not individuals delegated with signature authority Agreements signed by department head delegates will also require the City Administrators or Assistant City Administrators signature regardless of the dollar amount Please identify the positions you would like to delegate signature authority to and submit them to me by Friday December 7 Please let me know if you have any questions Pete Grant 1 / �-� � _,, Cr�� � �G�' �� �" , ; � � � � t �� '' � � ��� � � �� a �, �� f�/"' � I October 23, 2003 To City Attorney From City Clerk Re Agreements that Administration has asked staff to repair Attached are the following agreements that the city administrator has asked his staff to come to the City Clerk's Office to return to them to repair and then return to the Clerk to file At the Council meeting you stated that you would provide agreements to the City Clerk to file, thus after they are repaired will you transmit to this office at your convenience Your attention to this after is most appreciated ) ail Attached (1�, �) (2)UniftedGStorm=W__gjt Inc-(on gin a�} Pitney Bowes original & amendment (4)Amermational Community Services, Inc (5)APA Engineering, (6),Com_prehensive=Housing Services Inc Connie Brockway City Clerk Brockway, Connie From McGrath Jennifer Sent Friday October 03 2003 10 33 AM To Brockway Connie Subject RE agreements None of the three are professional services agreements and therefore should not be processed as such Unless the Fire Dept has previous authorization from Council the Nurse agreement should go to City Council Both the public works contract and pitney bowes contract are HBMC 3 02 contracts and should be handled accordingly Jennifer McGrath City Attorney City of Huntington Beach ph (714)536-5555 fax(714)374-1590 Original Message From Brockway Connie Sent Wednesday October 01 2003 2 38 PM To McGrath Jennifer Subject agreements Jennifer Can you tell me if you would like these agreements and which ones will go to council and which will not but will come to the clerks office in awhile Thanks Connie Original Message From Brockway Connie Sent Tuesday September 30 2003 2 16 PM To McGrath Jennifer Subject agreements As these aren t Prof Sery Agreements do you need these or should I give them back to the dept? I think you said the one from the Fire Dept the Health Care Nurses one goes to Council? What about the MSC DPW one and also the Pitney Bowes Please let me know Thanks Connie 1 (12) November 3, 2003 -Council/Agency Minutes - Page 12 (City Council) Directed the City Administrator to Make Improvements As Amended to the City's Contracting Processes (Including Professional Services Contracts under Huntington Beach Municipal Code Section 3 03) (120 10) The City Council considered a communication from Counalmember Jill Hardy transmitting the following Statement of Issue At the October 20 2003 City Council meeting staff recommended improvements to the city s contracting processes I believe the following recommendations represent effective solutions to recent concerns identified with the contracting process In addition to the recommended improvements (listed below) I propose that staff provide the City Council an update on the contracting process as part of the FY 2004-05 budget process A motion was made by Hardy second (inaudible) as amended to provide that the City Attorney, not Departments will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk s office to ensure proper filing and to direct the City Administrator to make the following improvements to the city s contracting processes within 90 days and provide a report to the City Council regarding the contracting processes as part of the FY 2004-05 budget process a City Attorneys office will upon approving a Professional Services Contract (PSA) transmit the original agreement to the City Clerk s office and b Develop an annual training program for processing all types of contracts and c Develop Administrative Regulations to establish the method for processing maintenance/service and public works contracts and - d Contracts will not be dated until they are effective (signed by City Attorney s office) and e Remove the Mayor and City Clerk signature lines from contracts when not required and f Modify Purchasing Manager Certification to apply to maintenance/service and public works contracts and g Assign a single department contract coordinator to ensure contract proper processing and h Demos City Attorney will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk s office to ensure proper filing and i Staffs professional service agreement signature authority will be capped at $100 000 agreements over$100 000 will require City Council approval City Attorney Jennifer McGrath clarified for Councilmember Dave Sullivan that her office verifies all documents are accurate appropriately signed and approved as to form (13) November 3, 2003 - Council/Agency Minutes - Page 13 City Clerk Connie Brockway responded to Councilmember Dave Sullivan s inquiry relative to why she believed City Clerk attestation on city contracts to be necessary stating that a majority of cities require the City Clerk to always attest to the signatures of city officers entering into contracts on behalf of the city that attestation by the City Clerk applies to contracts approved and entered into that do not appear on city council agendas and to those contracts which do appear on the city council agenda The City Clerk informed Council of an email survey her office had conducted of over forty cities wherein all but eight cities required the City Clerk to attest to all agreements even those agreements not appearing on the council agenda She referred to cities such as the City of Irvine Santa Ana and Anaheim which require City Clerk attestation to the signatures of the city officers just as the City Clerk must attest to the signature of the Mayor on contracts that go through the city council process She informed Council of the reasons why she believed her request to attest to in house contracts was reasonable A substitute motion was made by Sullivan second Coerper to require attestation and limit contracts to $50 000 City Attorney McGrath stated her opinion that the city seal or attestation line on city contracts is not required City Attorney McGrath reported on the Huntington Beach Municipal Code Section 3 03 process City Administrator Ray Silver reported on the Professional Services Contract process stating in order to save staff time his office the City Attorney and Risk Management developed a standard _ professional services contract City Administrator Silver informed Council that staff wants to improve the system and address the legitimate concerns raised by the City Clerk Council voted on the above-mentioned substitute motion made by Councilmember Sullivan The motion failed by the following roll call vote AYES Sullivan Coerper Green NOES Boardman Cook Houchen Hardy ABSENT None Council voted on the above-mentioned original motion The original motion as amended by Councilmember Hardy that the City Attorney, not Departments will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk s office to ensure proper filing carried by the following roll call vote AYES Coerper Hardy Green Boardman, Cook Houchen NOES Sullivan ABSENT None (16) November 3, 2003 -Council/Agency Agenda - Page 16 H City Council/Redevelopment Agency Items `-H-1a Submitted By Councilmember Jill Hardy i (City Council Direct the CI Administrator to Make Im rove ents to tie CEt 's Contracting Processes (IneludrnA Professional Services Contracts under Huntin_ tq on Beach IViunicipal Code Section 3 03) ( ) f_ Communication from Councilmember Jill Hardy transmitting the following Statement of l� Issue At the October 20 2003 City Council meeting, staff recommended improvements to the city s contracting processes I believe the following recommendations represent effective solutions to recent concerns identified with the contracting process In addition to the recommended improvements (listed below), I propose that staff provide the City Council an update on the contracting process as part of the FY 2004-05 budget process Recommended Action That the City Council direct the City Administrator to make the following improvements to the city's contracting processes within 90 days and provide a report to the City Council regarding the contracting processes as part of the FY 2004-05 budget process a City Attorneys office will upon approving a Professional Services Contract (PSA) transmit the original agreement to the City Clerk s office, and b Develop an annual training program for processing all types of contracts, and c Develop Administrative Regulations to establish the method for processing maintenance/service and public works contracts and d Contracts will not be dated until they are effective (signed by City Attorneys office), and e Remove the Mayor and City Clerk signature lines from contracts when not required, and f Modify Purchasing Manager Certification to apply to maintenance/service and public works contracts, and g Assign a single department contract coordinator to ensure contract proper processing, arid h 0epar4 ,-Tts City Attorney will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk s office to ensure proper filing and provide log to City Council i Staff s professional service agreement signature authority will be capped at $100,000 agreements over$100 000 will require City Council approval Substitute motion to require attestation and limit contracts to $50,000 Failed 3---4(Boardman—No, Cook—No, Houchen-- No, Hardy—No) Approved motion as amended 6— 1 (Sullivan—No) A-17 tL, 7-6 �n �Q & Hg .�.Ne 6 Air C!-4Ak 4.441al447 a� E[Z J5,-J ,ovp C-r) 6hcISO F}Q17rOcJ2 v C(Dvnc,L AS lc�.—Qom Sully✓av v r-,V ,u o) Su (Ity CITY OF HUNTING°TOICI BEACH { CITY COUNCIL COMMUNICATION Bunt t h E To Honorable Mayor and Members of the City Council Q From Jill Hardy City Council Member o =" Date October 21, 2003 — Subject H-!tern for November 3, 2003 City Council Meeting—Improvements to to the City's Contracting Processes > At the October 20 2003 City Council meeting staff recommended improvements td1he city s contracting processes I believe the following recommendations represent effective solutions to recent concerns identified with the contracting process In addition to the recommended improvements (listed below) I propose that staff provide the City Council an update on the contracting process as part of the FY 2004-05 budget process Recommended Action 1 That the City Council direct the City Administrator to make the following improvements to the city s contracting processes within 90 days and provide a report to the City Council regarding the contracting processes as part of the FY 2004-05 budget process a City Attorneys office will upon approving a PSA transmit the original agreement to the City Clerk s office b Develop an annual training program for processing all types of contracts c Develop Administrative Regulations to establish the method for processing maintenance/service and public works contracts d Contracts will not be dated until they are effective (signed by City Attorneys office) e Remove the Mayor and City Clerk signature lines from contracts when not required f Modify Purchasing Manager Certification to apply to maintenance/service and public works contracts g Assign a single department contract coordinator to ensure contract proper processing cd-y h Depar#rieRts will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk s office to ensure proper filing and i Staff s professional service agreement signature authority will be capped at $100 000 agreements over $100 000 will require City Council approval c Ray Silver City Administrator Jennifer McGrath City Attorney Connie Brockway City Clerk BLACK'S LAW DICTIONARY, 5TH ED Attest To bear witness to to bear witness to a fact to affirm to be true or genuine to act as a witness to to certify to certify to the verity of a copy of a public document formally by signature to make solemn declaration in words or writing to support a fact to signify by subscription of his name that the signer has witnessed the execution of the particular instru ment Lindsey v Realty Trust Co Tex Civ App 75 S W 2d 322 324 City Lumber Co of Bridgeport v Borsuk 131 Corn 640 41 A 2d 775 778 Also the technical word by which in the practice in many of the states a certifying officer gives assurance of the genuineness and correctness of a copy Thus an attested copy of a document is one which has been examined and compared with the original with a certificate or memorandum of its correctness signed by the persons who have examined it See Affirma- tion, Jurat, Oath, Verification Attestation The act of witnessing an instrument in writing at the request of the party making the same and subscribing it as a witness The act of witness ing the execution of a paper and subscribing the name of the witness in testimony of such fact In re Carlson s Estate 156 Or 597 68 P 2d 119 121 See Affirmation, Jurat, Oath, Verification Execute To complete to make to sign to perform to do to follow out to carry out according to its terms to fulfill the command or purpose of To perform all necessary formalities as to make and sign a contract or sign and deliver a note See also Execution. Process Improvements Contemplated in Study Session Report 1 City Attorneys office will, upon approving a PSA, transmit the original agreement to the City Clerk's office 2 City Clerk shall, upon receipt of a PSA, attest to having received the PSA Additional Planned Improvements to Contracting Processes 3 Annual training program for processing all types of contracts 4 An Administrative Regulation (similar to AR 288 for PSA) to establish the method for processing maintenance/service and public works contracts 5 Contracts will not be dated until they are effective (signed by City Attorney's office) 6 Mayor and City Clerk signature lines will be removed from contracts when not required 7 Purchasing Manager Certification will be modified to apply to maintenance/service and public works contracts 8 Departments will assign a single contract coordinator to ensure contract proper processing 9 Departments will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerk's office to ensure proper filing (Council Member's suggestion) 10 Staff's professional service agreement signature authority will be capped at $100,000, agreements over $100,000 will require City Council approval (Council Member's suggestion) Types of Contractsr�� • Professional IVlasntenance / ' Public"UVorks • Service d Goods Service Constructionk, Brain-power and Material artdj People-power construction expertise spp�les serv,ces • Contract Purchase ord r Purchase order and Contract � contracts • ��'°5�500 annual " 50 annual average ' 350 annual average f17 annual,average • average ;0 � Charter requires Charter and MC Charter and MC Charter and MC Ty City Council 3 03 delegate rdelegate authority toy 3 02 delegate a ' roval for $25 00 authority to staff, staff,PO form authority to staff, or more, contract • contract approved k ap%it3E)Wrney ved1byCity contract approved approved by City by City Attorney by City Attorney Attorney and,,City _" &/ 4.Councill it Charter requires 100"' All records • filing original arntlined Charter requires ha�rter re uiresP- • agreement with City electtronically in JIB filing agreement with filing agreement with Clerk, AR 288 Edwards firAbsal* City Clerk 0 �' City`cClerk establishes process 1yte�n J CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Connie Brockway, City Clerk Office of the City Clerk TO Honorable Mayor and City Council FROM Connie Brockway City Clerk DATE October 20 2003 SUBJECT LATE COMMUNICATION TO THE CITY COUNCIL FOR THE OCTOBER 20, 2003 COUNCIL MEETING Attached is the Late Communication to the City Council received after distribution of the Agenda Packets Study Session #2 Communication dated 10/17/03 received from Eileen Murphy requesting that all agreements using taxpayers money to have the City Clerks signature of attestation on the agreements like the agreements that go before Council do Communication to City Council from City Clerk dated 10/20/03 providing reasons and examples as to why the City Clerk s Office is requesting the City Council to direct that the City Clerk attest to City Employee s signatures on in-house prepared agreements that are not reviewed by Council the same as the City Clerk By Charter attests to agreements signed by the Mayor %fir 6> 7 � _, -f'�c �t�.� - i. 4 S /" u ' 0 77 G Agendas/Agmisc/Latecomm 2003 A CITY OF HUNTINGTON BEACH 7 Inter-Department Communication 0 TO HON MAYOR BOARDMAN AND MEMBERS OF THE CITY COUNCIL FROM JENNIFER McGRATH, CITY ATTORNEY SUBJECT PROFESSIONAL SERVICES AGREEMENTS, CONTRACT SIGNATURES, CITY CLERK'S MEMORANDUM DATED OCTOBER 15, 2003 DATE OCTOBER 17, 2003 BACKGROUND In September 2001, the City Council approved a streamlined contract process for professional services The new process substantially revised the method for the City's approval of a professional service agreement ("PSA") Essentiallv,the new, streamlined PSA process allows a department head to approve a PSA by following the procedures set forth in HBMC Chapter 3 03 and Administrative Regulation 228 The new process has generally been viewed as a tremendous improvement, by increasing efficiency and lowering processing times The City Clerk has requested that the process be changed to require her attestation of all PSAs According to her memo, her attestation is needed for several reasons 1) Since the Charter requires the Clerk to attest agreements that have been approved by the Council it should also be interpreted to require the Clerk to attest agreements that have been approved by someone else, and 2) Many PSAs have arrived for filing in her office "late or in a condition that causes the Clerk's Office to be unable to officially file," and 3) Unless the Clerk's Office attests to PSAs, there is no "accountability" for such agreements As will be demonstrated herein, I do not believe that these issues require the modification of the PSA process to include the Clerk's attestation of every PSA ift PDA 0-)memos PSA Process 10 17 4 CHARTER REQUIREMENTS FOR APPROVAL OF CONTRACTS Section 613 of the City Charter describes how the City approves contracts Section 613 EXECUTION OF CONTRACTS Except as hereinafter provided, the City shall be bound by a contract only if it is made in writing, approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council Exceptions to this procedure are as follows (a) By ordinance or resolution the City Council may authorize the City Administrator or other officer to bind the City, with or without a written contract, for the acquisition of equipment, materials, supplies, labor, services or other items included within the budget approved by the City Council, and may impose a monetary limit upon such authority (b) By ordinance or resolution, the City Council may provide a method for the sale or exchange of personal property not needed in the City service or not fit for the purpose for which intended, and for the conveyance of title thereto (c) Contracts for the sale of the products, commodities or services of any public utility owned, controlled or operated by the City may be made by the manager of such utility or by the head of the department or City Administrator upon forms approved by the City Administrator and at rates fixed by the City Council Section 613 sets forth the general rule that the City is only bound by a contract if it is in writing approved by the Council, and signed on behalf of the City by the Mayor and the Clerk, or signed by another City officer designated by the Council and only upon direction of the Council In reality relatively few City agreements are executed in this manner Section 613(a)provides the manner by which the vast majority of City contracts are executed the Council, by ordinance or resolution, authorizes the City Administrator or other officer to bind the City, with or without a written contract, to acquire equipment, materials, supplies, labor, services or other items included within the budget approved by the City Council Primarily for reasons of volume and efficiency, the City Council does not approve, nor do the Mayor and Clerk sign on behalf of the City, the many hundreds of contracts the City approves each year for the acquisition of equipment, materials, supplies, labor, services or other items included in the budget If such were the case, the Council agenda each meeting would be filled with hundreds of contracts ranging from the acquisition of pencils to the hiring of consultants By approving the PSA process as contained in HBMC Chapter 3 03, the Council added professional services to the list of items for which contract authority has been delegated This delegation of authority is both contemplated and authorized by the Charter 2 PDA 03 memos PSA Process 10 17 t LEGAL MEANING OF "ATTEST" "Attest" is a technical legal word b which a certifying officer gives assurance of the g Y fY genuineness and correctness of a copy, an "attested" copy of a document is one which has been examined and compared with the original, with a certificate of memorandum of its correctness, signed by the persons who have examined it Generally, the act of"attestation" means the act of witnessing an instrument in writing, at the request of the party making the same, and subscribing it as a witness (Black's Law Dictionary, 5th Edition) The Charter specifically requires the Clerk to attest to only two types of documents subpoenas issued in the name of the City for proceedings pending before the City Council (Section 304), and all ordinances enacted by the City (Section 500) Although Section 613 of the Charter provides the general rule that the City is only bound by an agreement if it is approved by the Council and signed on behalf of the City by the Mayor and City Clerk, it omits the requirement that such contracts be attested by the Clerk From a legal standpoint,the authority to sign a document on behalf of the City is quite different from a requirement that a document be attested Although it has apparently become the City's practice to have the Clerk attest to contracts that are approved by the Council and signed by the Mayor,the Charter contains no such attestation requirement In fact, as discussed above, the vast majority of City contracts are made by City officers who have been delegated approval authority by the City Council AM To conclude, since the Charter does not require that a contract approved by the Council be attested by the Clerk, I do not agree with the Clerk's contention that the Charter requires the Clerk to attest to PSAs or any other contract approved by another City officer FILING OF AGREEMENTS IN THE CLERK'S OFFICE The Clerk also states that many PSAs have arrived for filing in her office "late or in a condition that causes the Clerk's Office to be unable to officially file," and that since the Charter requires her to maintain separate records of all written contracts and official bonds, the PSA process should be modified to require the Clerk's attestation of PSAs I agree that PSAs should be timely sent to the Clerk's office for filing The filing of written contracts is a core ministerial function of the City Clerk office The isolated examples of late or incomplete PSAs discussed in the Clerk's memo indicate that additional staff training in the PSA process should be provided I support and will actively participate in such training Unfortunately however, an attestation only means that the Clerk witnessed the execution of the document Thus, adding an attestation requirement to the PSA process will do nothing to expedite or ensure the transmission of PSAs to the Clerk's office for filing, or to insure that a complete document has been transmitted Since adding this requirement will not solve any of the filing problems encountered by the Clerk, I do not support it ak PDA 03 memos PSA Process 10 17 r ACCOUNTABILITY The Clerk's final argument in favor of adding an attestation requirement to PSAs is that it will increase "accountability " There is no indication in the Clerk's memo as to why having the Clerk witness the signing of a PSA will increase accountability, and thus, I do not fully understand this concern To be accountable for something normally means that one is answerable or responsible for it Under the current PSA system,the department head who signs the PSA is the person that the Council has authorized to bind the City If there is an issue with a specific PSA, I believe that the Council would expect the authorized department head to be held accountable for resolving such an issue Requiring the Clerk to witness the signing of the PSA will do nothing to increase the department head's accountability for problems arising under the PSA - In a larger sense, perhaps, the Clerk may be concerned that because most PSAs are not individually approved by the City Council, there is less opportunity for the public to review each individual contract However, as pointed out above, the vast majority of City contracts are not individually approved by the City Council, rather, the Council has delegated approval authority for most agreements to others This system has proven to provide, on the whole, a good balance of efficiency and public review The City's system of delegation of contract authority in general, and the improved PSA process in particular, has not resulted in general public mistrust of the City's contract procedures CONCLUSION As stated in the previous report presented by this office and the City Administrator,we agree with the City Clerk that the filing of original contracts is of paramount importance I absolutely support the process improvement recommendations which authorize the City Attorney's Office to transmit the originals contracts directly to the City Clerk Further, I also support additional training of staff in the processing of all City contracts, including PSAs non-standard agreements, and service agreements to avoid the problems recently brought to my attention by the City Clerk However, for the reasons discussed above, the PSA process should not be modified to include a requirement that PSAs be attested by the City Clerk Please contact me if you have any additional questions a M I ► I� NNIFER McGRATH City Attorney cc Ray Silver, City Administrator William P Workman, Asst City Administrator Connie Brockway, City Clerk 4 PDA 03 memos PSA Process 10 1' awe. �pA9/o�J e` � / CITY OF HUNTINGTON BEACH Inter-Department Communication TO RON MAYOR BOARDMAN AND MEMBERS or THE CITY COUNCIL FROM JENNIFER WGRATH, CITY ATTORNEY SUBJECT MOEESSION LSEPMCE ACzR EMEN CONTRACT SIGNATURES CITY CLERK'S MEMORANDUM DATED - OCTOBER 15 2003 DATE OCTOBER 17,2003 BACKGROUND In September 2001 the City Council approved a streamlined contract process for professional services The new process substantially revised the method for the City's approval of a professional service agreement("PSA") Essentially,the new streamlined PSA process allows a department head to approve a PSA by following the procedures set forth in HBMC Chapter 3 03 and Administrative Regulation 228 The new process has generally been viewed as a tremendous improvement. by increasing efficiency and iowenng processing tunes The City Cleik has requested that the process be changed to require her attestation of all PSAs According to her memo her attestations is nteded for several reasons 1) Since the Chatter requires the Clexl to_attest agrg erq ntn that have been approved by the Council it should also be iiit�rpx 51 t2�e[luire the Clerk to attesi-ag= stbahave been approve by someone else and 2)Many PSAs have arrived for filing in her office 'late or in a condition that causes the Clerk's Office to be unable to officially file and 3) Unless the Clerk's Office attests to PSAs there is no "accountabilityJoi such agreemerit�, As will be demonstrated herein, I do not believe that these issues require the modification of the PSA process to include the Clerks attestation of every PSA 1 PD4 03 memos PSA Proccss 10 17 i g00 Qn NVAIT IIS QIAW STOtOtS t% ZVd C2 ZT C009 OTiOT CHARTER REOIJMMENTS FOR APPROVAL OF CONTRACTS Section 613 of the City Charter describes how the City approves contracts Section 613 EXECUTION OF CONTRACTS Except as hereinafter provided,the City shall be bound by a contract only if it is made in writing approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council Exceptions to this procedure are as follows (a) By ordinance or resolution the City Council may authorize the Citv Administrator or other officer to bind the City, with or without a written contract, for the acquisition of equipment, materials, supplies,labor services or other items included within the budget approved by the City Council and may impose a monetary limit upon such authority i (b) By ordinance or resolution the City Comic it may provide a method for the sale or exchange of personal property not needed in the City service or not fit for the purpose for which intended,and for the conveyance of title thereto (c) Contracts for the sale of the products commodities or services of any public utility owned, controlled or operated by the City may be made by the manager of such utility or by the head of the department or City Admimstrator upon forms approved by the City Administrator and at rates fixed by the City Council Section 613 sets forth the general rule that the City is only bound by a contract if it is in writing, approved by the Council acid sighed on behalf of the City by the Mayor and the Clerk,or signed by another City officer designated by thf, Council and only upon direction of the Council In reality relatively few City agreements are executed in this manner Section 613(a)provides the manner by which the vast majority of City contracts are executed the Council by ordinance or resolution,authorizes the City Administrator or other officer to bind the City with or without a written contract,to acquire equipment, materials supplies labor services or other items included witl>1n the budget approved by the City Council Primarily for reasons of volume and efficiency the City Council does not approve nor do the :Mayor and Clerk sign on behalf of the City, the many hundreds of contracts the City approves each year for the acquisition of equipment,materials supplies, labor, services or other items included in the budget If such were the case the Council agenda each meeting would be filled with hundreds of contracts ranging from the acquisition of pencils to the hiring of consultants By approving the PSA process as contained in HBMC Chapter 3 03 the Council added protessional services to the list of items for which contract authority has been delegated This delegation of authority is both contemplated and authorized by the Charter f 2 PDA 03 memos PSA Proc ss 10 17 C0012J NHAI'I'IIIS QIAHQ 9TOVOrS rTL kFd C� ZT COOZ/6TAT I LEGAL MEANING OF "ATTEST" '4,tt`eesf is a technical legal word by which a"rtib ng officer gives assurance of the genuineness and correctness of a copy an attested" copy of a document is one which has been examine and compared with the original,with a certificate of memorandum of its correctness, signed by the persons-who have examined it Generally,the act of attestation' means the act of witnessing an instniinent in writing at the request of the party making the same, and subscribing it as a.witness (Black s Law Dictionary 5th Edition) The Charter specifically requires the Clerk to attest to only two types of documents subpoenas issued in the name of the City for proceedings pending before the City Council(Section 304) and all ordinances enacted by the City(Section 500) Although Section 613 of the Charter provides the general rule that the City is only bound by an agreement if it is approved by the I Council and signed on behalf of the City by the Mayor and i y C e ,it omits the requirement that such contracts be attested by the Clerk From a legal standpaint�the-au1h=yLQu p_,a_dacitzom Cjity to differcn ixom a requirement that a document be attested Although it has apparently become the City's practice to eve e Clerk attest to contracts that are approved by the Council and signed by the Mayor,the Charter contains no such attestation requirement In fact as discussed above the vast majority of City contracts are made by City officers who have been delegated approval authority by the City Council �To conclude since the Charter does not require that a contract approved by the Council be attested by the Clerk I do not agree with the Clerk s contention that the Charter requires the Clerk to attest to PSAs or any other contract approved by another City officer FILING Or AGREEMENTS IN THE CLERK'S OFFICE The Clerk also states that many PSAs have amved for filing m her office late or in a condition that causes the Clerks Office to be unable to officially file_ and that since the (,barter reqire us her`to ma�a>_u sep Mai e recor s of aTFNWHtten contracts and official bonds the PSA process should be modified to require the Clerk's attestation of PSAs I agree that PSAs 5>hould be timely sent to the Clerk's office for fling The filing of-written -— contracts-is a core ministerial function of the City Clerk office The isolated examples of late or incomplete PSAs discussed rn the Cler-Z rn-emo indicate diaf additional staff training in the PSA process should be provided I support, and will actively participate in such training Unfortunately however an attestation only means that the Clerk witnessed the execution of the document Thus, adding an attestation requirement to the PSA process will do nothing to r--Texpedite or ensure the transmission of PSAs to the Clerk's office for filing, or to insure that a / complete-document has been transmitted Since adding this requirement will not solve any of the <. filing problems encountered by the Clerk I do not support it 3 PDA 03 memos PSA Process 10 17 moon NHAITIIIS QIA'�Q ST0MS V% YVA VC ZT Mg/6T/0T ACCOUNTABILITY The Clerk's final argument in favor of adding an, attestation requirement to PSAs is that it will increase'accountabiltty ' There is no indication in the Clerk's memo as to why having the Clerk `witness e signing of a PSA will increase accountability, and thus, I do not fuf y un erstand this concern 1 o be accountable for something normally means that one is answerable or responsible for it Under the current PSA system, the department head who signs the PSA is the person that the_ Council has-authcx d to bind the City If there is an issue with a specific PSA_I elieve th tl .C�uz�ctl wQuld_expcc e authorized departmen mead to be h �ac`courztable foz�resolving such an issue Requiring the Clerk to witness the sngi ng of the PSA will do nothing to increase the deb ent head's accountability for problems arising under the PSA In a larger sense,perhaps,the Clerk may be concerned that because most PSAs are not individually approved by the City Council there is less opportunity for the public to review each individual contract However as pointed out above the vast majority of City contracts are not individually approved by the City Council rather the Council has delegated approval authority for most agreements to others This system has proven to provide on the whole a good balance of efficiency and public review The City s system of delegation of contract authornty in general and the improved PSA process in particular has not resulted in general public mistrust of the - City's contract procedures CONCLUSION As stated in the previous report presented by this office and the City Administrator wee are�e with the City Cleric that the filing of onginal contracts is f paramount importance I absolutely suppo t eProcessImprovement recommendations ww u hich a_�o t_h_orize the Citv Attorney s Office to transnnnt the originals contracts directly to the CitClerks,✓� Further I also support additional training of staff in the processing of allcontracts including PSAs ziori-star ar agreements an service agreements to avoid the problems recently brought to my attention by the City Clerk However for the reasons discussed above the PSA process should not be modified to include a requirement that PSAs be attested by the City Clerk Please contact me if you have any additional questions 0 NNIk ER McGRATH City Attorney cc Ray Silver,City Adixiiaistrator William P Workman Asst City Administrator Connie Brockway, City Clerk 4 PDA 03 memos PSA Process 10 17 �Ooz NVAI'I'I11S QIAVI STOtOPS VTL YFI tS ZT MZiGT/OT F CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION TO Honorable Mayor and Councilmembers FROM Connie Brockway City Clerk SUBJECT Reasons for the City Council to Approve the City Clerk's Request to Attest to the Signatures of City Employees Entering Into City Contracts,Just As the City Clerk(per City Charter)Attests to the Signature of the Mayor on Contracts that are Approved on the City Council Agenda—It Makes No Difference if the Council Delegates to a City Employee, the City Council is Responsible for Execution of Contracts DATE October 15 2003 During the last Council meeting the City Administrator and City Attorney submitted a Late Communication requesting the City Council to deny the City Clerk s request to attest to the signatures of city employees entering into professional services agreements with consultants I am requesting that the attest signature line for the City Clerk be placed in the format for all agreements just as it is the format for city contracts that are approved at Council meetings By e-mail to the City Administrator on September 18 2003 1 requested that a recommendation for city agreements to be attested by the City Clerk be included in the Study Session material that his office was preparing for the October 6th study session on professional services agreements After several different replies I received the response that too much time and money would be spent to have the City Clerk or a Deputy City Clerk attest to the signatures of contracts done in-house I was told a meeting would be held to solve the difficulties that my office is experiencing in obtaining these agreements on time and sometimes not receiving them at all I was asked to prepare a list of late arriving agreements and a list of agreements that I had never received A meeting was set up among the City Administrator the Assistant City Administrator a staff analyst and the City Attorney and myself although the City Administrator did not attend At this meeting I presented examples of late arriving and problem agreements however I could not present a list of agreements which I had never received as there is no way for me to know how many agreements are scattered throughout the city City Charter Mandate The City Charter provides that the City Clerk shall have the power and shall be required to maintain all written contracts The City Charter further requires that all written contracts be executed by the Mayor and attested by the City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council The Charter does not state that the City Clerk shall not attest to agreements that have been delegated to staff to enter into The Charter does not substitute another officer or g/cbmemos/Clerk s 10 20 03 Item le Memo to Mayor and City Council Members Subject Professional Services Contract Page 2 10/15/2003 employee to attest in place of the City Clerk The City Charter mandates that the Mayor s signature requires attestation on an agreement that Council has approved during a Council meeting and it would follow that in-house professional services agreements executed by city employees would definitely have their signatures attested to by the City Clerk Accountability The twenty million dollars approved at the October 6 2003 meeting will be used for in- house agreements for which there will be no accountability whatsoever unless attested by the City clerk and all are filed in the City Clerk s Office I am requesting that City Councilmembers review the attached copies of in-house processed contracts recently submitted through the City Administrator to the City Clerk s Office that have arrived late or in a condition that causes the Clerk s Office to be unable to officially file Whether the Council agrees with my concerns or not this is a matter of official city business and a matter under Council watch Whether I am ignored denied dismissed or otherwise is not the issue The City Administrator is submitting at this meeting a directive as to what the City Clerk shall do in place of attesting to the signatures on city agreements There is no provision in the City Charter for the City Clerk to adhere to this directive Please refer to the attached recently submitted agreements with which the City Clerk s Office has encountered difficulties In addition to these there are many Professional Services Agreements submitted very late to the City Clerk s Office as much as one year late with some having expired It must be remembered that vendors consultants and contractors deserve a fully executed contract with the City Seal affixed,just like city contracts that are executed by the Mayor and City Clerk To protect the taxpayers and ensure accountability the City Charter states that the City Clerk shall attest to agreements signed by the Mayor This is proper contract procedure to include attestation and the City Seal - making a real contract that can be relied upon by the staff the city the public and the courts Thank you for your consideration of the request that I made at the October 6 2003 Council meeting that Council continued to this date as some members had not had time to read the Late Communication from the City Administrator and the City Attorney recommending denial of the City Clerk s request Connie Brockway City Clerk City of Huntington Beach (See attachments on the following pages) g/cbmemos/Clerk s 10 20 03 Item le Memo to Mayor and City Council Members Subject Professional Services Contract Page 3 10/15/2003 Attachments (1) City Clerk s Request to Council dated October 6 2003 titled Request to City Council to Assist City Clerk s Office to Maintain Professional Services Agreements in the Office of the City Clerk as Required by the City Charter (2) Checklist titled Professional Services Contracts Checklist for Submittal to City Clerks Office and developed by the City Clerk s Office in 2001 to assist Administration in filing Professional Services Agreement (3) List of work projects for which professional services agreements will be entered into during coming fiscal year $20 000 000 titled Professional Service Contracts Included in FY 2003- 04 Budget (4) City Charter Sections 310 and 613 (5) Sample copies of various Contracts provided to the City Clerk late unsigned and with various other problems encountered that delays official filing Attachment No 5A titled Professional Service Contracts Purchasing Certification and Attachment No 513 titled Addendum Number One to the Management Service Agreement dated October 2 2002 between Pitney Bowes Management Services and City of Huntington Beach Never provided to City Clerk or Council One contract was signed the other was not (6) Attachment No 5C a communication from the City Clerk dated October 6 2003 to the City Attorney relative to an attached agreement titled Agreement(Health Care Student Program) Signed by Administration one year late (7) Attachment No 5D a communication from the City Clerk dated October 6 2003 to the City Attorney with attached agreement titled Interagency Purchase Agreement for Maintenance Service between the City of Huntington Beach and Road Works Inc to Provide Crack Seal to the Asphalt on Various Residential Streets with the City(MSC 420) This contract was not sent to Council for approval The following details Attachment Nos 5A through 5D Attachment No 5A Name of Contract Services Contract between City and United Storm Water Inc Date entered into September 10 2002 Amount$124 680 55 Date submitted to City Clerk September 30 2003—which is one year late Term of Agreement One Year Difficulties encountered by City Clerk's Office This contract with United Storm Water Inc was sent to the City Clerk s Office to officially file as a Professional Services Agreement However it was not prepared as a Professional Services Agreement It was prepared by the City Attorneys Office as a contract to be submitted to the City Council and signed by the Mayor with the Mayors signature to be attested by the City Clerk The contract did not go to Council for approval g/cbmemos/Clerk s 10 20 03 Item le Memo to Mayor and City Council Members Subject Professional Services Contract Page 4 10/15/2003 This contract was signed by the President and also the Secretary of United Storm Water Inc but the signatures of the Mayor and Clerk remain blank as it was not presented to Council on the Agenda In addition there is an Amendment No 1 to the contract with United Storm Water Inc which was submitted to the City Clerk s Office on September 30 2003 Date entered into September 30 2003—Amount$1 000 000—this amendment also did not go to Council for approval Term of Agreement One year Difficulties encountered by City Clerk's Office Amendment No 1 was also submitted to the City Clerk for official filing as a Professional Services Agreement but was not prepared as a Professional Services Agreement amendment This amendment like the original agreement was prepared by the City Attorney as an agreement to be presented to Council for the Mayor and City Clerk to execute but it was not presented to Council Amendment No 1 was signed by the President and the Secretary of United Storm Water Inc but it has not been executed on behalf of the City as the signature lines were made out for the Mayor and City Clerk and it did not go on the Council Agenda either It should be noted that the Mayor could not have executed these agreements nor the City Clerk attested without first being presented to Council This agreement is not a professional services agreement It may be some type of agreement that is not required to go to Council Whatever it may be in the condition it is in the City Clerk s Office is unable to officially file for access by the public or staff or to provide upon request as an official public record Attachment No 5B Name of Contract Pitney Bowes Management Services Agreement—for the Operation of the City of Huntington Beach Mail Room Date entered into October 1 2002—Amount$60 000 per year—Term 5 years—Never submitted to City Clerk s Office Difficulties encountered by the City Clerk's Office This contract is not prepared as a Professional Services Agreement It is not prepared as an agreement that is to go to Council The agreement does not have the City Attorney's approval as to form This agreement was never submitted to the City Clerk s Office to officially file During this summer s City Council budget meetings a Councilmember asked how the mail room was now run as the Mail Clerk had retired and not been replaced and the part time permanent worker had been laid off The Council was told there was a contract After the meeting the City Clerk s Office called Administration and asked for the original contract as the City Charter mandates all written agreements be maintained by the Office of the City Clerk The contract had been signed by Pitney Bowes and the Administrative Services Director Whereas if the City Clerk had signed attesting to the Administrative Services Directors signature g/cbmemos/Clerk s 10 20 03 Item le Memo to Mayor and City Council Members Subject Professional Services Contract Page 5 10/15/2003 the contract would have been on file in the City Clerk s Office as the Clerk s Office would have known it existed There is an Insurance and Indemnification Waiver Modification attached signed by the City Attorneys Office the Assistant City Administrator and the Administrative Services Director which is dated after the agreement was entered into Addendum Number One to the Original Pitney Bowes Agreement Date entered into October 14 2002 Addendum Number One provides for One (1) Full time PBMS Employee to do the city water billings Additional Labor is $3 400 per month Date Submitted to City Clerk This amendment was not submitted to the City Clerk The City Clerk s Office asked the department if there were any amendments to the contract and was given the amendment Difficulties encountered by the City Clerk's Office Addendum No 1 was never provided to City Clerk s office to officially file The Addendum is signed by Administration The space where Pitney Bowes was to sign is blank Perhaps there is another addendum that is signed that can be found somewhere The Addendum is not approved as to form by the City Attorneys Office Attachment No 5C Name of Contract Agreement Health Care Student Program Date entered into September 10 2002 by South Orange County Community College District but not signed by Administration until September 2003 Date received by the City Clerk s Office October 9 2003 Submitted to City Clerk one year late Difficulties encountered by the City Clerk's Office Please review the attached memorandum dated October 6 2003 to the City Attorney from the City Clerk requesting information regarding this Health Services contract Attachment No 5D Name of Contract Interagency Purchase Agreement for Maintenance Service—Crack Seal asphalt—residential streets Difficulties encountered by City Clerk's Office Date entered into Signed by only the contractor September 19 2003—not entered into by the city The contract is made out as a contract to be approved by the City Council and executed by the Mayor and attested by the City Clerk It has not been submitted to the Council There are no other signatures on it Please review the attached memorandum dated October 6 2003 with this agreement sent to the City Attorney from the City Clerk g/cbmemos/Clerk s 10 20 03 Item le A CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Connie Brockway, City Clerk Office of the City Clerk TO Honorable Mayor and City Council FROM Connie Brockway City Clerk DATE October 20 2003 SUBJECT LATE COMMUNICATION TO THE CITY COUNCIL FOR THE OCTOBER 20, 2003 COUNCIL MEETING Attached is the Late Communication to the City Council received after distribution of the Agenda Packets Study Session #2 Communication dated 10/17/03 received from Eileen Murphy requesting that all agreements using taxpayer's money to have the City Clerk s signature of attestation on the agreements like the agreements that go before Council do Communication to City Council from City Clerk dated 10/20/03 providing reasons and examples as to why the City Clerk s Office is requesting the City Council to direct that the City Clerk attest to City Employee s signatures on in-house prepared agreements that are not reviewed by Council the same as the City Clerk By Charter attests to agreements signed by the Mayor G Agendas/Agmisc/Latecomm 2003 s � t T , CLEr% CITY OF Oct 17, 2003 HUH-1 INGTON BEACH CA Z003 OCT I I P 12 1 q Dear Mayor Boardman and City Council I sent a similar letter to Mr Silver and never received a reply so I am writing you with my concerns about one of the subjects of the study session on the 21P "I am a member of the community and would lake all agreements using taxpayers money to have the City clerk's signature of attestation on the agreement,as is done when an agreement is before the City council at a council meeting and the Mayor and City Clerk must sign As I read the charter it requires this and employees signing agreements that are prepared in house should have their signatures attested to also It seems to me that this method allows the council to have a better handle on the money for agreements rather than all the money which will be spent but no agreements are signed An example was what you voted for last meeting I will be at the study session and hopefully this matter can be settled _ 'es- Eileen Murphy 21 21't Street HB CA 92648 • CITY OF HUNTINGTON BEACH CITY CLERK COMMUNICATION TO City Council FROM Connie Brockway, City Clerk DATE October 20, 2003 SUBJECT Recent In-House Contracts that are incomplete - Lacking exhibits, dates, insurance and signatures These Contracts were approved by the City Administrator and City Attorney for Official Filing in the City Clerk's Office The City Clerk's Office is mandated by the City Charter to maintain all written contracts These contracts are NOT the City Administrator's contracts, or the City Attorney's or the City Clerk's documents They are the City Council's documents which the public, the City Council, staff, the press and the courts have a right to have in proper order, and to access, and to stand up in court to protect the City At the October 6, 2003 Council meeting the City Clerk's Office requested that in-house contracts which do not appear on the City Council Agenda be signed by two city officers, the same signature requirement as the City Charter mandates for agreements that appear on the Council agenda (The Mayor and City Clerk ) In the case of in-house contracts it should be the city employee and City Clerk Contracts that appear on the City Council agenda are quickly reviewed for completeness by the City Clerk's Office before presentation to the City Council to approve None ever got filed in the bad shape that many in-house agreements are in The City Administrator refused two weeks before the October 6, 2003 Council meeting to submit the City Clerk's request to Council Instead the City Administrator and City Attorney distributed a Late Communication at the October 6ffi Council meeting asking the City Council to deny the Clerk's request to attest to the signature of city employees entering into contracts The Council at that meeting approved over $20,000,000 (twenty million dollars) of city funds to cover anticipated consultant contracts for all of next year The City Administrator and the City Attorney are fighting the request of the City Clerk's Office with non-stop zeal, a lack of logical thinking and have told the City Council that much time and money will be spent to approve the City Clerk's request Friday afternoon they delivered a letter to the City Councilmember's homes which told the Council that if the City Clerk's request is approved it would mean that staff acquisitions for pencils and paper would have to be on file in the City Clerk's Office No attempt in their communications have been made to address the issue of the messed-up contracts that have been dropped off in the City Clerk's Office for official filing Among many inaccuracies in the City Attorney's Late Communication is her inference as to what the City Clerk's report means regarding Accountability The City Attorney states the in-house process has not created public mistrust The City Clerk reference to "accountability" is the accountability to the City Charter that I, as City Clerk, must have all written contracts on file in the City Clerk's office I am accountable with the city Council's help to do this The City Attorney's late arriving memo is badly thought out and badly written Following are more In-house consultant contracts AND other contracts that have been approved by the City Administrator and City Attorney as complete and ready for official filing Attachment I - Professional Services Agreement Between City and Anierinational Communitv Services Inc Amount $50,000 -Fifty Thousand Dollars— One year term- renewable for two one year terms with adjustments to the rates Purpose As-Needed Wage Compliance Services Date entered into—unknown—not completed (Possibly 2000 or 2001 9) Missing Exhibit "A" to Contract (describing services to be provided by consultant) Missing Exhibit `B" — Terms of Payment to Consultant Missing Certificate of Insurance required by the contract —to be provided by consultant If staff has waived insurance, there is no waiver attached Missing Documentation required to be on file in the City Clerk's Office that shows which other consultants were asked to apply to the city to do the work The City Administrator and City Attorney reviewed and approved this contract The department head was allowed to sign it There are no dates anywhere It was sent to the City Clerk to officially file Submitted to the City Clerk— September 2003 Attachment 2 - Professional Services Agreement PetNveen City and APA Engflneerin$! Amount $500,000 —Five Hundred Thousand Dollars—one year term— renewable for two one year terms with adjustments to the rates Purpose Provide as-needed wage compliance and engineering services for capital improvement projects Date entered into Unknown - Not completed— Possibly 20029 Missing Exhibit "A" to Contract— Services to be provided by consultant Missing Exhibit "B" to Contract— Terms of Payment to Consultant Missing Certificate of Insurance —required by the contract to be provided by consultant—if staff has waived insurance there is no waiver attached Missing Documentation required to be on file in the City Clerk's Office This documentation shows which other consultants were asked to apply to the city to do the work The City Administrator and the City Attorney reviewed and approved this contract The Department Head was allowed to sign the contract There are no dates anywhere Submitted to the City Clerk on October 17, 2003 Attachment 3 - Contract with ESI (Employment Svstems Inc ) to Provide Staffing Services to the City for Senior Transportation Services Amount Not-to exceed $50,000 Fifty Thousand Dollars or $100,000 for two years Purpose To provide staffing for senior transportation services Missing Date Entered Into - Unknown— although City Attorney dated her review of agreement as of 10/16/03 Not signed by City Administrator however should be as agreement will be $50,000 with possible extension for one more year Missing This is not a Professional Services Agreement It was prepared to be presented to Council on the Council Agenda, however the Mayor and City Clerk's signature lines were taped over and the agreement was changed at fI t t to be executed in-house (This causes the City Clerk to be asked to file this contract as a Professional Services Agreement yet it is note) Missing There are no proposals attached showing what other consultants were asked to bid It is necessary to include this on a Professional Services Contract Missing There is no Certificate of Insurance as required of the consultant attached to this agreement Attachment 4 - Professional Services Contract Between City and Comprehensive Housing Services Inc Amount $50,000 Fifty Thousand Dollars—Renewable for two one year terms with rate changes Date Contract entered into September 6, 2003 Missing Exhibit "A" to Contract—Description of Services to be provided Missing Exhibit `B" — Time and method of payment to consultant Missing No requests for Proposals listing the other consultants, which were asked to submit proposals Missing No certificate of insurance nor is a waiver from staff attached if the insurance has been waived Missing Only the President of the consultant's company has signed the contract Usually a corporation is required to submit a Resolution of their Board of Directors specifically stating that the Board for contracts allows the sole signature of the President Attachment 5 - Indemnification Agreement Between the City and the Orange Countv Sanitation Distract and the H B Union High School District Amount Not applicable Date of Agreement September 24, 2003 Note This agreement is being handled as a Professional Services Agreement but is not It is relative to a Reimbursement Agreement between the City OCSD and HBUHSD approved by Council - February 2003 Purpose To Indemnify the City- OCSD and HBUHSD relative to the Temporary Fire Station at HBUHSD Education Center Problem Staff first brought this agreement to the City Clerk's Office for the Mayor and City Clerk's signature Since the agreement had not gone to Council the staff member was advised to seek advise of the City Attorney as the other two agencies were in a hurry for the signed agreement I tY t The agreement was returned to me with the Mayor's signature removed with white out, but with the City Clerk's attest line left on the agreement As there was not a signature to attest to, the staff member was again advised to check with the City Attorney for advice The Agreement was then sent to me to file a few days later The attest line had been removed and the Department Head's signature was put into use as the signer of the agreement Even though the signature of the Department Head was originally put there just to show that he had reviewed the document The City Clerk could not have attested to the Department Head's signature anyway, without a note from the City Attorney stating that it was an accident the agreement had been made up to go to Council for approval and was now not going to, and also providing the code to the City Clerk allowing the Indemnification to skip the council agenda process Attachment 6 - Amendment No 3 to Contract Between City and Kennedy/Jenks Consultants Inc , for Master Plan of Sewers Date entered into November I L 2002 Submitted to City Clerk's Office to file 2003 with notation that it had been found during housecleaning The contract expires next month These are not the fault of staff in any department They do their best It is because the contract form is drawn up so that there is no attest line for the City Clerk to attest to the signature of the city employee signing the contract It would take 5 (five) minutes at best to attest, run a copy with the city seal on it for the department to mail to the consultant and for the City Clerk to have the document right then and there If the City Clerk's Office valid request is denied, the Clerk's Office will make no further request of the City Council, however, please note that the City Administrator's plan to place a directive in his City Administrator's regulations has no basis in the City Charter and is an illegal directive as well as a stupid directive There is no such thing as "the City Clerk shall attest to receiving contracts" —I don't receive them or receive them late or receive them in pieces G�l�s/�f� X�G�G'r✓�C/Cf G� Connie Brockway City Clerk City of Huntington Beach ATTACHMENT 1 t PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND d,(ArR1nSAI AAAV- CC'M01 A) )r7 SE2ul�f -riuc FOR 1tp'r THIS ment") is made and en Zdmto his day of 20_, y and between the C1 of HuBe unlclpal corporation of the State of California, hereinafter referred to as "CITY, and SrAVIC-ej , a Corj)prat,. �S, hereinafter referred to as "CONSULTANT" WHEREAS, CITY desires to engage the services of a consultant to P RD y i l)k W A GZ C V^14/i?-Af CE , and EiE v% «S 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, �p NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows 1 SCOPE OF SERVICES CONSULTANT shall provide all services as describe Exhibit "A," which is attached hereto and incorporated into this Agreement by Zs reference services shall sometimes hereinafter be referred to as the "PROJECT " CONSULTANT hereby designates Id r fi%rs UlL�jQ f who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agree/forms/profservl0/15/01 A 1 1 ► y ri 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 as soon as practicable after the execution of this Agreement by CITY (the bArg of TN/S 461zjAE.,rr "Commencement Date") This Agreement shall expire ea O,c%f xi;'+,Q AfTCA rainless sooner terminated as provided herem� All tasks specified in Exhibit "A" shall be completed no later than D6E OLTWsS S�° c,T/- ��from the Commencement Date of this -2:4 AV (CXt031T A) Agreement These times may be extended with the written permission of CITY 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 * 7b"J Z5 .QEA1,1ij j f3,4 /;PR TcJO O,V&-y - S Wi-ro fE5mi4 A �3�ST�E.✓TS To T'wE 4 CO! SATIO 4,¢r6s In consideration o the performance of the services described herein, CITY 'r agrees o pay CONSULT on a time and materials basis at the rates specified m Iy1" 55 Ex t "B," which is att ed hereto and incorporated by reference into this Agreement, a fee, inclu all costs and expenses, not to exceed F- Thy vl Al Dollars($ s�,� 9 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 agree/forms/profservl0/15/01 A 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained b 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 htigation of every nature or liability of any kind or nature) ansmg out of or in connection with CONSULTANT's (or CONSULTANTS subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agree/forms/Mfservl0/15/01 A 3 i approve selection of CONSULTANT's counsel This indemnity shall apply to all claims and liability regardless of whether any ms u-an_ce policies are applicable The policy limits do not act as limitation upon the amount of mdemnification to be provided by CONSULTANT 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtam and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide f coverage for CONSULTANT's professional liability in an amount not less than One t Million Dollars ($1,000,000 00) per occurrence and in the aggregate The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express wntten consent of CITY A claims-made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements) B CONSULTANT shall notify CITY of circumstances or incidents _ - that might give nse 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 agree/forms/profservl0/15/01 A 4 i 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall fumish 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 ��5 A provide the name and policy number of each career and policy, B shall 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 wntten 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 I 1 INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY CONSULTANT shall secure at its own cost and expense, and be responsible for any and agree/forms/profservl0115/01 A 5 1 r t i 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 workmanhike 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 Tins 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 heremabove 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 agree/forms/profservl0/13ro1 A 6 i I T 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 CONSULTANTs agent (as designated in Section I hereinabove)or to CITY as the situation shalt 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 carver or U S certified mail-return receipt requested TO CITY TO CONSULTANT City of Huntington Beach AAER/Aj1,t-1-7c9A#AL C,y^ ATTN M ti D.f��H .41Z 16-ItVIces' 2000 Main Street -- Huntington Beach, CA 92648 81 a l L f L0&--.JCe AM , ��NEy r CA 90.2,y0 - frffRl S yi� y/c KT.CS 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 consentlapproval to any subsequent occurrence of the same or any other transaction or event agredfa ms/profsen 10/15/01 A 7 t 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 heachngs, 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, hmit 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 1 If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute,law,ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of tlus Agreement agree/forms/profservl0/b/01 A 8 1 � � x I } 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 r with the provisions of the United States Code regarding employment venfication 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 F legal counsel for CITY, and CITY shall not be liable for payment of any legal services expense's 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, agree/forms/profservl0/15/01 A 9 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 non-prevailing 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 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement The parties also acknowledge and agree that no representations,inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement; warranty, fact or circumstance not expressly set forth in this Agreement This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof agrecJforms/profservl0/15/01 A 10 T IN WITNESS WHEREOF, the parties hereto have Lgreement to executed by and through their authorized offices the ay, onth and year first above written CONSULTANT, < �f< CITY OF HUNTINGTON BEACH, !�'7Y'f 4C Ad)?a 141mmeYlAw cip orporation oM State of California Director of L By (Pursuant TORM' f 3 03100 print name ITS (circle one)Cha ice President APPRO D O City Attorney By ' REVIE D AND APPROVED print name ITS (circle one)Secretary/Chief Financial Officer Secretary—Treasurer City Administrator my for contracts$50 000 00 and over agree/forms/profserv10/15/01 A 1 1 ATTACHMENT 2 1 r 1�1 _ Lc� CITY CLEkh CITY OF PROFESSIONAL SERVICES CONTRACT BETWftT4NGTON BEACH CA THE CITY OF HUNTINGTON BEACH AND100] OCT I I P & S I-1 FOR AS-/f e-e-o d kjA 6,6 f fNCA/.JC-�Ri�3� S dXVz .£S 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 r 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 r 27 Entirety — 10 0 0 w C1 C7 r C r 1 ORIGINAL PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR s- L-C-M 12 GOA= 1-It-Jc f - t•JGi 15 42 vt Cel S THIS AGREEMENT ("Agreement") is made and entere to this da of 20_, by and between the City o untington Beach,a umcipal corporation of the State of California, herein er referred to "CITY, and hereinafter referred to as "CONSULTANT" WHEREAS, CITY desires to engage the services of a consultant to mD wz ,and Pursuant to documentation on file m the office of the City Clerk,the provisions of the Huntmgton 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 follo 1 SCOPE OF SERVICES CONSULTANT shall provide all services as des c a in Exhibit "A," which is attached hereto and incorporated into this Agreeme by is reference Thes services shall sometimes hereinafter be referred to as the "P 0 T" CONSULTANT hereby designates , A ho shall represent it and be its sole contact and agent in all consul dons with during the performance of this Agreement agredforms/profservl0/15101 A 1 t � 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 as soon as practicable after the execution of this Agreement by CITY(the o.vE y ,41L A Pre c -no o-z o.4r�& "Commencement Date") This Agreement shall expire 4w v i= THi1 4 unless sooner terminated as provided herein All tasks specified in Exhibit "A" shall be j?C�i1�te,J�) �Pfcii-IE� completed no later than Z-J A� from the Commencement Date of this Agreement These times maybe extended with the written permission of CITY The time for performance of the tasks identified in Exhibit "Alt are generally to be shown in .Exhibit "A 11 This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT )� THZJ A �rj, AoA fW 0 o cJ4-yG,#A 7-ir-R.ftf 4 COMPENSATION In e n of the performance of the services described herein, CITY l agrees to ay CO ULTANT on as time and materials basis at the rates specified in Ex it t1B711 which is attached efeto and incorporated by reference into this Agreement, f mcludmg all costs and expenses, not to exceed r1loclf..6ja Dollars(S AD D, d y 0 . ) 5 XTRA WORK In the event CITY requires additional services n c uded Exhibit "A" or changes in the scope of services described in Ex b "A," NSULTANT will undertake such work only after receiving written auth ti from CITY Additional agree/forma/profservl0/15/01 A 2 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained 6 METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms /Ei "7 DISPOSITION OF PLANS ESTIMATES AND OTS CONSULTANT agrees that title to all maten s prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, a letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termmation 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) ansmg out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agree/forms/profserv10/15/01 A 3 1 7 approve selection of CONSULTANTs counsel This indemnity shall apply to all claim 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 f I coverage for CONSULTANT's professional habihty in an amount not less than One t F Million Dollars ($1,000,000 00) per occurrence and in the aggregate The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any other i sumlar form of limitation on the required coverage except with the express written consent of CITY A claims-made policy shall be acceptable if the policy further provides that A The policy retroactive date coincides with or precedes the initiation I I 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 tenumated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims ansmg from work performed in connection with this Agreement agree/fornWprofservl0/13/01 A 4 t � l 10 CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT "1 1 shah furnish to CITY a certificate of insurance subject to approval of the City Attorney 1Q evidencing the foregoing insurance coverage as required by this Agreement,the certificate VU' B ff shall A provide the name and policy number of each carver and policy, B shall 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 tines 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 agreelforms/profservlO/I5101 A 5 i ( 1 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 CONSULTANTS 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 semce 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 heremabove 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 agree/fomis/profsorvlo/13/01 a 6 c � 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 heremabove)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 carver or U S certified mail-retum receipt requested TO CITY TO CONSULTANT City of Huntington Beach ��� eed(,y.A/t-6—A jr cJ 4 ATTN �.�?a.1, �� ���,� �/�v 2000 Main Street Huntington Beach;-CA 92648 A G v y.4 /lzi-c i, CA 7 Z 6 S� Atfal' ALI PAY-ZA;) 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. agree/forms/profsen 10/15/01 A 7 18 MODIFICATION No waiver or modification of any language in tlus Agreement shall be valid unless in writing and duly executed by both parries 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 thus 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 herem shall be construed so as to require the comnussuon 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 agm-Jforms/profservl0/15/01 A 8 h 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 E CONSULTANT and CITY agree that CITY is not liable for payment of any V subcontractor work involving legal services, and that such legal services are expressly # E 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 agree/forms/profservl0/15/01 A 9 a i A 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 non-prevailing 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 ENTIRETY The parties acknowledge and agree that they are entenng into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult oath legal counsel pnor 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 supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof agree/fomu/profservl0/15101 A 10 y k IN WITNESS WHEREOF, the parties hereto have caused this Agr4me)beyexecuted by and through their authonzed offices the day, month and y ar fir E written CONSULTANT, CITY OF HUNTINGTON BEACH, APA Fri l n n Inc corporation of the State of California Z32a�2- 01),XDr �Sfe 16 o _ By Director of itfi(« 1Q0?'h,S ` (Pursuant To HBMC 13 03100 At-t PAK2 4t) print name ITS (circle one)Cbwrmarv?i=6enVVice President APPRO D AS TO FORM,/ v\ ANID �vu h a' Ci Attorney By V REVIEWED AND APPROVED p� print name ITS (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasiaer City Adrmnistrato � (only for contracts$50 000 0 and over) � t 1 agree/formstprofsen 10/15101 A l I tt F t t r I gF Y i 3 i t L 1 N .7 EMPLOYMENT SYSTEMS,INC AGREEMENT TO PROVIDE_ ` STAFFING SERVICES TO THE CITY OF HUNTINGTON DE FOR SENIOR TRANSPORTATION SERVICES THIS AGREEMENT ("Agreement") is made and entered int s day of , 2003, by and between the CITY OF HUNTIN ON BEACH, a unicipal corporation of the State of California, hereinafter referred to as 'CITY", and E 0YN1 ENT SYSTEMS, INC , a California corporation, hereinafter referred t as "ESI" WHEREAS, ESI is a California corporation which pro ides the serve s of its employees to government agencies for the purpose of discharging a responsib ties of government agencies, and WHEREAS, economic reasons exist which mak it in best interests of CITY to discharge certain of its responsibilities through the use of E e oyees, NOW, THEREFORE, in consideration of the promises, covenants, and warranties hereinafter set forth, the parties hereto mutually agree as follows ARTICLE 1 DEFINITIONS All terms used in this Agreement shall have the customary meaning afforded such terms unless the same are used in a technical or business context, in which event such terms shall have the technical and/or special meaning normally afforded such terms within the particular trade, industry, or business to which they relate The following are the definitions of special terms used herein 11 "Current Payroll" means the Payroll set forth on Exhibit "A", which is attached hereto and incorporated herein by this reference 12 "Employees" means those individual persons who are subject to the terms of this Agreement and whose position is described on Exhibit "D", which is attached hereto and incorporated herein by this reference 13 "Employee Tax Forms" means all forms applicable to the Payroll which are required by the United States, the State, and local governments to be provided by an employer to an employee, including U S Department of the Treasury, Internal Revenue Service Form W-2 (Wage and Tax Statement) and Form W-4 (Employee's Withholding Allowable Certificate) and Form 1099 (as and if applicable), as well as comparable and/or counterpart forms prescribed by the State and/or local government in which Employees are performing services pursuant to this Agreement 14 "Employer Tax Forms" means all forms required to fully and properly report the Payroll 03agree/senior transportation/9/23/03 1 + % Y to the United States, the State and/or local governments, including United States Department of the Treasury, Internal Revenue Service Form 941 (Employer's Quarterly Federal Tax Return for Federal Income Tax Withheld from Wages and for Federal Insurance Contributions Act Taxes), Form 940 (Employer's Annual Federal Unemployment Tax Return), and comparable and/or counterpart forms prescribed by the State and/or local government in which Employees are performing services pursuant to this Agreement 15 "Pay Period" means the interval between payments to Employees specified in attached Exhibit"A" 16 "Payroll" means the total payroll applicable to all Employees and includes the aggregate of net compensation to Employees, Federal withholding taxes, State and local (if any) withholding taxes, employer and employee costs pursuant to the Federal Insurance Contributions Act, employer costs pursuant to the Federal Unemployment Tax Act, employer costs for State unemployment taxes (if any), employer costs pursuant to the Voluntary Compensation Plan (if any), and employer listed service fees (as applicable) ARTICLE 2 IMPLEIYIENTATION 2 1 Relationship of Parties Effective at the commencement of business on the 1 st day of July, 2003, ESI will provide to CITY those Employees for CITY to select from for a Senior Services Assistant position in CITY's Community Services Department, which position is described in Exhibit "B", and whose rate of pay are set forth on Exhibit"A", and CITY hereby accepts such Employees on the terms and conditions provided in this Agreement 2 2 Term of Agreement This Agreement and the rights and obligations of CITY and ESI shall commence on the effective time and date specified in Paragraph 2 1 and shall continue until June 30, 2005, or as earlier terminated as set forth herein This Agreement may be terminated by either party with or without cause upon thirty (30) days prior written notice In the event of termination by CITY, ESI shall be paid for all services performed prior to the effective date of termination _ 2 3 Specification of Services and Approval of Compensation CITY may, by notice to ESI, accept, modify, reject or terminate with or without cause the services and/or rate of compensation of any and all Employees leased to CITY in accordance with this Agreement In the event of termination of services and/or rejection of the rate of compensation of any Employee leased to CITY, the lease made by this Agreement shall terminate as to such Employee, effective upon receipt by ESI of notice thereof For purposes of business and financial accounting between the parties, this Agreement shall be deemed several as to each Employee and shall be deemed prorated on a daily or other periodic basis necessary to give effect to the manifest intentions of the contracting parties 2 4 Employer Duties of ESI ESI shall (1) pay all wages and other remuneration to its Employees who are subject to this Agreement, (2) notify CITY of the current Payroll prior to each Pay Period, (3) prepare and file all Payroll tax returns and reports, (4)pay all amounts due 03agree/senior transportation/9/23/03 2 and owing pursuant to the payroll tax returns and reports which are prepared and filed, (5) prepare, file, and furnish to Employees applicable Employee Tax Forms, and (6) prepare and file, with a copy to CITY, applicable Employer Tax Forms In the event of termination of any Employee as provided by Paragraph 23, ESI shall provide placement assistance to that Employee by listing that Emplo)ee at no charge to the Employee in ESI's job listing service 2 5 Duties of CITY CITY shall (1) provide the workplace for all Employees subject to this Agreement, (2) maintain the workplace in strict accordance with applicable health and working standards and specifications,(3)comply with all safety engineering and governmental health and safety rules, regulations, directives,orders or similar requirements, (4) provide all required safety equipment, (5) for Employees located in California, take all actions necessary to establish and implement an injury and illness prevention program as required by the Occupational Injury Program Act, also known as Senate Bill 198, and codified at California Labor Code §6401 7, (6) post or provide employee notices required by law, and (7) notify ESI immediately of all Employee illnesses, accidents, injuries, and absences However, the parties agree that CITY g shall provide no salary or benefits to the Employees under this Agreement t 2 6 Workers' Compensation,Health, and Other Benefits Pursuant to California Labor Code Section 1861, ESI acknowledges awareness of Section 3700 et seq of this Code, which requires every employer to be insured against liability for workers' compensation, ESI covenants that it will comply with such provisions prior to commencing performance of the work hereunder ESI shall maintain workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits ESI shall require all subcontractors to provide such workers' compensation and employers liability insurance for all of the subcontractors' employees ESI ; shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and ESI shall similarly require all subcontractors to waive subrogation ESI also shall provide various health and other benefits to Employees under a cafeteria plan which permits each Employee to choose the type of benefits he or she will receive 2 7 General Liability Insurance In addition to the workers' compensation insurance and employers' liability and ESI's covenant to indemnify CITY, ESI shall obtain and furnish to CITY, a policy of gene4al public liability insurance,including motor vehicle coverage covering the Agreement The policy shall indemnify ESI,its officers, agents and employees, while acting within the scope of their duties,against any and all claims ansnng out of or in connection with the Agreement, and shall provide coverage in not less than the following amount combined single limit bodily injury and property damage,including products/completed operations liability and blanket contractual liability,of One Million Dollars ($1,000,000 00)per occurrence If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000 00) for this Agreement Except for the motor vehicle coverage,the policy shall name CITY, its officers, elected or appointed officals, employees,agents, and volunteers as Additional Insureds Under no circumstances shall the above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage of more than Twenty-five Thousand Dollars($25,000 00) 03agree/senior transportation/9/23/03 3 L � 2 8 Certificates of Insurance Prior to commencing performance of the work hereunder, ESI shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement, the certificates shall 1 / A provide the name and policy number of each carver and policy, B shall state that the policy is currently in force, and ten` lv C shall promise that such policies shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' f prior written notice r ESI shall maintain the foregoing insurance coverages nn force until the work under this , Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by ESI under the Agreement CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance ESI shall pay, m a prompt and timely manner,the premiums on all insurance heremabove required 2 9 Disposition of Plans, Estimates and Other Documents ESI agrees that title to all materials prepared hereunder, including, without lmutatnon, 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 tam over these materials to CITY upon termunation of each ESI employee (as applicable), or upon expiration or termination of this Agreement, whichever shall occur first These materials may be used by CITY as it sees fit ARTICLE 3 COMPENSATION 31 Fee CITY agrees to pay the hourly rates established in Exhibit "A" This rate is based on current ESI costs and ns subject to change when costs change due to factors which are beyond the control of ESI (such as insurance, payroll tax, etc) Any adjustments made will be commensurate with increased costs to ESI, and must be pre-approved in writing by CITY The total amount of fees paid to ESI under this Agreement, including all costs and expenses,shall not exceed Fifty Thousand Dollars ($50,000 00) for the first year of the Agreement and Fifty Thousand Dollars ($50,000 00)for the second year of the Agreement 3 2 Payment Address All payments due ESI shall be paid to EMPLOYMENT SYSTEMS, INC ?V—P O Box 8�3- J087 ScinJ o1, CAr- c1 51 o8-1p$ 3 3 Terms of Compensation Invoices are due within thirty (30) days of receipt Delinquent 03agree/senior transportation/9/23/03 4 payments will be subject to a late payment carrying charge computed at a periodic rate of one percent (1%) per month, which is an annual percentage rate of twelve percent (12%), which will be applied to any unpaid balance owed commencing thirty (30) days after CITY's receipt of an invoice from ESI Additionally, in the event CITY fails to pay any undisputed amounts due ESI within forty-five (45) days after CITY's receipt of an invoice from ESI,then CITY agrees that ESI shall have the right to consider said default a total breach of this Agreement and the duties of ESI under this Agreement may be terminated by ESI without liability to ESI upon ten (10) working days advance written notice 3 4 Additional Services CITY may request ESI to perform additional services not covered by this Agreement, such as recruiting services, and ESI shall perform such additional services and will be paid for such additional services when they are mutually agreed to and made part of this Agreement by written amendment of the parties ARTICLE 4 SUPERVISION OF EMPLOYEES I CITY shall supervise the daily activities of Employees Employees shall discharge government responsibilities and perform in accordance with the ordinances, resolutions, rules, regulations, and procedures adopted by CITY ESI shall have no control over such government It responsibilities and such ordinances,resolutions,rules,regulations, and procedures ARTICLE 5 INDEMNIFICATION I ESI shall indemnify, defend, and hold harmless CITY, its officers, elected or appointed officials, employees, agents or volunteers for the purposes of all required payroll deductions and withholdings, legally required workers'compensation insurance, and health benefits of the Employees However, inasmuch as the CITY shall supervise the daily activities of the Employees, and inasmuch as the Employees will discharge government responsibilities and perform in accordance with the ordinances,resolutions, rules,regulations, and procedures adopted by CITY, (1)ESI and its Employees shall be entitled to all protection and immunities of government employee`s, including without limitation,those provided in California Government Code,Title 1,Division 3 6,Claims and Actions against Public Entities and Public Employees, and(2) CITY does release and agree to indemnify,defend and hold harmless the Employees, ESI, and ESI's agents,personnel, directors, and officers from any and all actions,claims, damages or injuries to persons or property,penalties, obligations or liabilities ansing out of or related to the services performed under this Agreement to the extent they are not covered by ESI's insurance, except such loss or damage caused by the negligence or willful misconduct of ESI, or ESI's agents,personnel (excluding "Employees" defined in Article 1, Section 12), directors or officers, or any of them Notwithstanding anything to the contrary including CITY's obligations under this Article 5, ESI acknowledges and agrees that its insurance shall be the sole and pnmary coverage up to the policy limits, and that City's obligations under this Article 5 shall not be triggered until ESI's insurance coverage has been exhausted 03agree/senior transportation/9/23/03 5 ARTICLE 6 GENERAL PROVISIONS 61 Representation A CITY representative shall be designated by CITY and an ESI representative shall be designated by ESI as the primary contact person for each party regarding performance of this Agreement The following are the designated representatives Michelle Fnery for ESI Jun Engle for CITY 6 2 Independent Contractor ESI acknowledges and agrees that ESI and the Employees are, and shall be, acting at all times in the performance of tlus Agreement as independent contractors herein and not as employees of CITY ESI shall secure at its 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 ESI and all of its officers, agents and employees and all business licenses, if any, in connection with this Agreement and/or the services to be performed hereunder 63 No Assignment or Subcontracting Tlus Agreement shall not be assignable or subcontracted by either party without the prior written consent of the other party All CITY approved subcontractors of ESI must satisfy the insurance requirements set forth herein 6 4 Audit CITY shall have the right to audit and mspect ESI records and accounts covering costs under this Agreement for a period of two (2) years after termination of the Agreement 6 5 City Employees and Officials ESI 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 6 6 Notices Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to ESI or to CITY's Director of Community Services or by enclosing the same in a sealed envelope,postage prepaid,and depositing the same m the United States Postal Service,addressed as follows 03agree/senior transportation/9/23/03 6 i TO CITY TO ESI Jun Engle,Director Michelle Fnery,M P H , M B A Community Services Department President, COO City of Huntington Beach Employment Systems, Inc 2000 Main Street 11590 West Bemardo Court, Suite 211 Huntington Beach, CA 92648 San Diego,CA 92127-1624 Notwithstanding the foregoing, ESI agrees that CITY has the ability to terminate any specific Employee(s) of ESI working pursuant to this Agreement by giving ESI notice of termination of such Employee(s)by e-mail or facsimile transmission,with a follow-up notice sent via one of the methods set forth is this Paragraph The effective date of such termination shall be the date such e-mail or facsimile transmission is sent Each party may change the address and person to be notified by giving the other party notice of such change via one of the methods set forth is this Paragraph 6 7 Legal Services Subcontracting Prohibited ESI 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 ESI 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 ESI 6 8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement 6 9 Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole,according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement,the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute,law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 6 10 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 03a?ree'senior transportation/9/23/03 7 t � original shall be deemed an original instrument as against any party who has signed it I 611 Immigration ESI shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisict,s of the United States Code regarding employment verification 6 12 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 613 Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California 614 Extent of Agreement Tlus Agreement and the attached exhibits represent the entire and integrated Agreement between CITY and ESI and supersedes all prior negotiations, ' representations or agreements, either written or oral respecting the subject matter hereof This Agreement may be modified or amended only by a subsequent written agreement signed by both parties IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written EMPLOYMENT SYSTEMS, INC , CITY OF HUNTINGTON BEACH, a a California corporation rn i al corporat of State of California 1 l B Di to of Commune Services i Jc�r A PODA'61,Gl Pu s ant to HBMC Se ion 3 03 100 pnntname ITS (circle one)Chatrman/Pr/idenCic5eQ19!e";ident) 09 AND By- � �` APPROVED AS TO FQI,M )Yi,G5 F_ 0'L'L'& / N° pant name ITS (circle on Secreta Chief fln ity Atto ey / / Officer/Asst Secretary-Treasu P10 REVIEWED A PROVED INITIATED APPRO / f City Ad trator Di of Community Se ices J �- 03a?ree'sen►or transportation/9/23/03 8 a z EXHIBIT f i mpg yment + r systems fronitedhipt to T ATTACHmiENT D - r Employee 1 (under the supervising direction of s�� r Huntington Beach Supervisor) - Total ESI payroll to Employee 1 $ 13 55 per hour Overtime will be paid at a rate of time and one-half the pay rate ( $ 20 33 per hour) for any hours worked in excess of eight (8)hours per day or forty(40)hours per week r +-is Hourly BilLng hate to SAMPLE for Employee 1 $ 24 05 per hour } The billing rate for Employee 1 is based on all hours paid to this employee Overtime will be billed at a rate of time and one-half the billing rate ($ 36 08 per hour)for any hours worked in excess of eight(8)hours per day or forty(40)hours per week r£d i It is understood that (this/these) employee(s) will be driving a city vehicle for any rJ field assignments If the employee(s) use(s) a personal car on such assignments, billing to the City of HUNTINGTON BEACH will be at the rate of$0 39/mile ar ' y 1 x K rr 3cz F �Y� t 1 T b t 1 4 I !1 f i i I I I EXE[[BIT J Mli I r CITY OF HUNTINGTON BEACH Su 1t CLASS SPECIFICATION TITLE SENIOR SERVICES ASSISTANT DATE January 2003 JOB CODE 0265 EMPLOYMENT STATUS REGULAR FULL-TIME UNIT REPRESENTATION MEA FLSA STATUS NON-EXEMPT r } DUTIES SUMMARY With general supervision delivers programs and services for senior citizens and performs other duties as required within the scope of the classification DISTINGUISHING CHARACTERISTICS The Senior Services Assistant assists in the delivery of senior citizens programs and services EXAMPLES OF ESSENTIAL DUTIES Delivers demand responsive transportation services to ensure timely, efficient and safe customer service Drives various routes using guidance and direction from Senior Services Transportation Coordinator Investigates complaints, accidents and personal injuries and completes necessary reports Provides safe and efficient services needed to facilitate orderly movement of passengers Provides a senior citizen nutrition program, writes delivery schedules and directions, including maps, prepares meal orders and tags, verifies total deliveries against invoice, reviews and updates routes, calls in substitute drivers when necessary, trains and coordinates volunteers to packing and delivery of meals Coordinates the daffy work of drivers and delivery personnel, assigns, schedules and monitors work, appraises performance, assists in training new employees, promotes the observation of safe work practices at all times Performs related duties as assigned including record keeping, preparing periodic reports, scheduling for special events and assisting in outreach efforts The preceding duties have been provided as examples of the essential types of work performed by positions within this job classification Management reserves the nght to add, modify, change or rescind work assignments as needed MINIMUM QUALIFICATIONS Any combination of education, training, and expenence that would likely provide the Page 1 of 2 S CITY OF HUNTINGTON BEACH a _ _ Su _ - r CLASS SPECIFICATION =: �` - t^ TITLE SENIOR SERVICES ASSISTANT DATE January 2003 knowledge, skills, and abilities to successfully perform in the position is qualifying A typical combination includes Knowledge of City and departmental policies and procedures, City geography, transportation routes, supervisory techniques, effective customer service methods and practices, standard office principles and procedures, personal computer and standard business software Ability to Maintain accurate records, record and retrieve information, operate a motor 1 vehicle, personal computer, standard software applications, standard office equipment or two-way radio, establish and maintain effective working relationships with those contacted in the course of work, communicate effectively with others Education The equivalent of a high school diploma Experience One year of social service or related experience desirable, experience working with senior citizens preferred Certifications/License Possession of a valid California motor vehicle operator's license PHYSICAL TASKS AND ENVIRONMENTAL CONDITIONS — Work involves light to moderate work in an office setting or in the field Employee accommodations for physical or mental disabilities will be considered on a case-by-case basis 0135 Page 2 of 2 ay INSURANCE AND INDEMNIFICATION WAIVER 1 o MODIFICATION REQUEST 1 Requested by Janeen Laudenback 2 Date October 14, 2003 3 Name of contractor/permittee Employment Systems Inc 4 Description of work to be performed Staffing for Senior Transportation Services 6 Value and length of contract $100,000 - 2 years 6 Waiver/modification request Auto liability deductible and indemnification modification 7 Reason for request and why it should be granted Clarification of indemnity responsibilities 8 Identify the risks to the City in approving this waiver/modification None i f r � 1� . / V, 03 epartment Head Si Lure Date,/ , i APPROVALS Approvals must be obtained in the order listed on this form Two approvals are required , for a request to be granted Approval from the City Administrator's Office is only required if j Risk Management and the City Attorney s Office disagree 1 Risk Management Of 1 Approved ❑ Denied Signature D to t 2 City Attorney's Office ATApproved ❑_Denie /o y/O Signatur Date i 3 City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved the completed waiver/modification request is to be submitted to the Crty Attomey s Office along with the contract for approval Once the contract has been approved this form is to be filed with the Risk Management Division of Administrative Semces ATTACHMENT 4 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND Comprehensive Housing Services, Inc FOR As—Needed Wage Compliance Services Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term,Tune 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 Entirety 10 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND rpFORt as/.iJG �5'�,EvifEf THIS AGREEMENT ("Agreement")is made and entered into this 6th day of September 20 03, by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY, and tfR e%e r—J hereinafter referred to as "CONSULTANT" WHEREAS, CITY desires to engage the services of a consultant to 10,40✓i()14 4J-W�z�dA d VA-41L and S,ex I//Let 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 A professional service contracts have been complied with, and CONSULTANT has been selected to perform these services, C NOW, THEREFORE,it is agreed by CITY and CONSULTANT as follows (J 1 SCOPE OF SERVICES CONSULTANT shall provide all services as desc dui Exhibit "A," which is attached hereto and incorporated into this Agreement y this reference The services shall sometimes hereinafter be referred to as the "PRO ECT" CONSULTANT hereby designates - 1L ���who siall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement agree/forms/profservl0/15/01 A 1 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 i are to commence as soon as practicable after the execution of this Agreement by CITY(the DAM- oF7Wj-S "Commencement Date") This Agreement shall expire w oNE XEA2 Aa✓TgA +t£unless sooner terminated as provided heremk All tasks specified in Exhibit "A" shall be completed no later than G{EAd bNas from the Commencement Date of this I� R� �EXttIQtT f{� Agreement These times maybe extended with the written permission of CITY 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 *rid IS A GRECAE,JT D A EAJ C4jAa LA jg=oR rw o o,i rc -yE,+it r&AM S w t rO A IAK C a ra .� 4 COMPENSATION r'eye AArc-S 1� i Inc ideratio of the performance of the services described herein, CITY agrees o p CONSULTA on a time and materials basis at the rates specified in E ibit "B," which is ached hereto and incorporated by reference into thus Agreement, € fee, mcl ing all costs and expenses, not to exceed ! C Dollars($ SO,d® 0 ) R I S 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 4 agree/°�rms/profser%10/1MI A 2 i i r t 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 &bat "B " 7 DISPOSITION OF PLANS ESTIMATES AND OT R DOC NTS CONSULTANT agrees that title to all matenals epared hereunder, including, without limitation, all original drawings, designs, reports, both field and office z 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 hmitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONS[JLTANT's (or CONSULTANT's subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY CONSULTANT will conduct all defense at its sole cost and expense and CITY shall agreelformslprofserv10t15101 A 3 Y 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 mdemmfication to be provided by CONSULTANT 9 PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furmsh to CITY a professional liability insurance policy covering the work performed by it hereunder This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000 00) per occurrence and in the aggregate The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any other similar form of limitation on the required coverage except with the express written consent of CITY A claims-made policy shall be acceptable if the policy further provides that A The policy retroactive date comcides 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 ansing from work performed in connection with this Agreement agree/forrWprofserv10/15/01 A 4 r 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 carver and policy, B shall 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 mdemmfication obligations as set forth in this Agreement CITY or its representative shall at all tunes have the nght 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 heremabove 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 agree/forms/profservl0/15/01 A 5 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 1 7 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 heremabove 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 agree/forns/profservl0/15/01 A 6 w r 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 CONSULTANTS 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 carver or U S certified mail-return receipt requested TO CITY TO CONSULTANT City of Huntington Beach S&Ad KC ATTN J''Lw Akwiz R S-Ft Zo3 2000 Main Street _ Huntington Beaclr,CA 92648 p u.J A 1,J A L L 6�. CT/} 9 2 W 17 CONSENT When CITY's consent/approval is required under tlus 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 free/forms/profservl0/15/01 A 7 J l 1 � Y 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 provision of this Agreement agree/fornWprofserv10/15/01 A 8 r 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 servicea, 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, agree/forms/profservl0/15/01 A 9 • 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 non-prevailing parry 25 SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement,shall so survive 26 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 27 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing tlus Agreement The parties also acknowledge and agree that no representations,inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry's behalf, wluch 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 supercede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof agree/forms/profservl0/15101 A 10 7 l @ 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written CONSULTANT, Comprehensive Housing Services, Inc CITY OF HUNTINGTON BEACH, a mumc pal corporatio f the State of CaliforniaL Director of Rt e, Wcrk5 (Pursuant To HBMC§3 03100) Gayle loomingdale print name ITS (circle one)Chairma sides ice President APPR VED AS TO FORM' AND City Attorney By REVIEWED AND OVED print name i ITS (circle one)Secretary/Cluef Financial Officer/Asst. Secretary—Treasurer City Admimstrat0 (only for contracts$SO 000 and over) / J 6 b� kee/fonns/profservl0/15/01 A I I ATTACHMENT 5 17� /S lwel, 4�1 7-,�' _ 7`6p-elAXc/%jP n+-ri f ll��r.r � INI�ENIHIFICATION AGREEMENT �.3�aj THIS INDEMNIFICATION AGREEMENT is made and entered into on this 24 day of September,2003,by and between ORANGE COUNTY SANITATION DISTRICT, a County Sanitation District,hereinafter referred to as "OCSD", AND CITY OF HUNTINGTON BEACH, California, a Municipal Corporation, hereinafter referred to as "City" AND HUNT NGTON BEACH UNION HIGH SCHOOL DISTRICT, a High School Distnct, hereinafter referred to as"District" RECITALS WHEREAS, OCSD is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq, providing for the ownership,operation,and maintenance of wastewater collection,treatment, and disposal facilities within Orange County, California,and WHEREAS, City is a duly organized municipal corporation existing pursuant to the laws of the State of California, and WHEREAS, District is a duly organized High School District existing pursuant to California Constitution-Article IX, section 14, and WHEREAS, OCSD and City entered into a Reimbursement Agreement on February 18, 2003,whereby OCSD agreed to reimburse City for the set up and operation costs of a temporary fire station facility while OCSD replaces its existing Bushard Trunk Sewer,and WHEREAS, OCSD and District entered into a License Agreement on September 24, 2003, whereby District agreed to allow placement of a temporary City fire station facility on real property located at the Huntington Beach Union High School District Education Center NOW THEREFORE, in consideration of the mutual promises set forth herein,the Parties hereto agree as follows 1667321 Page 1 of 4 Section 1 The recitals set forth above are true and correct and are incorporated into this Agreement. Section 2 OCSD agrees to indemnify, defend, and hold District and City, and their respective Governing Boards, officers, agents, and employees, free and harmless from any and all liabilities, losses, claims, or damages to any property or any person which arises from or is caused in whole, or in part, by any negligence or other wrongful act or omission of OCSD, its employees, contractor(s), subcontractor(s), or agent(s), in connection with the set up, operation and removal of the temporary fire station facility located at the Huntington Beach Union High School District Education Center Section":) City agrees to indemnify, defend, and hold District and OCSD, and their respective Governing Boards, officers, agents, and employees, free and harmless from any and all liabilities, losses, claims, or damages to any property or any person which arises from or is caused in whole, or in part, by any negligence or other wrongful act or omission of City, its employees, contractor(s), subcontractor(s), or agent(s), in connection with the set up, operation and removal of the temporary fire station facility located at the Huntington Beach Union High School District Education Center Section 4 District agrees to mdemmfy, defend, and hold City and OCSD, and their respective Governing Boards, officers, agents, and employees, free and harmless from any and all liabilities, losses, claims, or damages to any property or any person which arises from or is caused in whole, or in part, by any negligence or other wrongful act or omission of District, its employees, contractor(s), subcontractor(s), or agent(s), in connection with the set up, operation and removal of the temporary fire station facility located at the Huntington Beach Union High School District Education Center Section 5 All notices shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, to the below listed addresses, or to such other addresses as may be designated by written notice These addresses shall be used for delivery of service of process To OCSD - Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92728-8127 Attention General Manager Telephone (714)962-2411 Facsimile (714)962-0356 To City City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn David Webb,P E Telephone Facsimile 16673'1 1 Page 2 of 4 I 4 To District Huntington Beach Union High School District 10251 Yorktown Avenue, - Huntington Beach, CA 92646 Attention Telephone Facsimile Either Party may,by written notice to the other, designate a different address,which shall be substituted for that specified above Section 7 A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Parry shall not be construed as a waiver of any succeeding breach of the same or other covenants,conditions, or obligations of this Agreement Section 8 This Agreement may be altered, changed, or modified only by a written amendment,which shall be signed by each Parry Section 9 Nothing herein is intended to alter the terms and conditions of the Reimbursement Agreement and License Agreement previously referred to herein IN WITNESS WHEREOF,the Parties hereto have caused this Agreement to be executed as of the day and year first above written ORANGE COUNTY SANITATION DISTRICT By Chair,BoaA of Directors By _ ze Penny ale Secretary of the B d of Directors APPROVED AS TO FORM GENERAL COUNSEL By, 1667321 Page 3 of 4 lob 4,,- , CITY OF HUNTINCTON REACH ("City") INI AND APPROVED V"Ot 13jf Byy Fire Chief W an te&— / Ae ` INI TED APPROVED ,q&j% By ! ` Direc or of Public Works REVIEWED AND APPROVED By By �1.. � Ci dmuustrator APPROVED AS TO FORM B to D-�Crty Attorney �r �-3 HUNTINGTON BEACH UNION HIGH SCHOOL DISTRICT By ux Patricia R Koch,Ph D Assistant Superintendent,Busmess Services 1"732 1 Page 4 of 4 ATTACHMENT 6 I t AMENDMENT NO 3 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND KENNEDY/JENKS CONSULTANTS, INC FOR A MASTER PLAN OF SEWERS THIS AMENDMENT is made and entered into the It 'V' day of goveyn6c , 2002,by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as"CITY",and KENNEDY/JENKS, a California corporation hereinafter referred to as CONSULTANT WHEREAS, CITY and CONSULTANT are parties to that certain agreement,dated October 5, 1992,entitled"Agreement Between the City of Huntington Beach and Kennedy/Jenks Consultants,Inc ,for Master Plan Of Sewers"which agreement shall hereinafter be referred to as the"Original Agreement,"and CITY and CONSULTANT wish to amend the Original Agreement as follows 1 TERM The term of this Agreement shall be extended and the services of CONSULTANT shall be completed no later than one year from the date of this Amendment 2 COMPENSATION In consideration of the performance of services during this extended term, CITY ' agrees to pay CONSULTANT an additional fee not to exceed Twenty One Thousand Dollars g ($21,000 00) 3 REAFFIRMATION Except as specifically modified herein,all other terms and conditions of the Original Agreement shall remain in full force and effect 02agmemenAennedy 3enls#310/9/02 I F r IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized offices the day,month and year first above written KENNEDY/JENKS CONSULTANTS,INC , CITY OF HUNTINGTON BEACH,a municipal on of the State of California By print name erector o Public Works ITS (circle one)Chauman/Presiden ice APPROVED AS TO FORM By L7o.,�A-t-c� 1l7ErD�.J CttyAttompy 3 2 print name -,Z ITS (circle on (S of Fmancial Officer/Asst f" } 1 a Secretary-Treasurer REVIEWED AND APPROVED ez__-- n Ci dmtnnstrator t i i 4 I s 02aareemenUkennedy jenis#310/9/02 2 Ode � rr` Process Improvements Contemplated in Study Session Report 1 City Attorney's office will, upon approving a PSA, transmit the original agreement to the City Clerk's office 2 City Clerk shall, upon receipt of a PSA, attest to having received the PSA Additional Planned Improvements to Contracting Processes 3 Annual training program for processing all types of contracts 4 An Administrative Regulation (similar to AR 288 for PSA) to establish the method for processing maintenance/service and public works contracts 5 Contracts will not be dated until they are effective (signed by City Attorneys office) 6 Mayor and City Clerk signature lines will be removed from contracts when not required 7 Purchasing Manager Certification will be modified to apply to maintenance/service and public works contracts 8 Departments will assign a single contract coordinator to ensure contract proper processing 9 Departments will maintain a log of the contracts they enter into which will be transmitted quarterly to the City Clerks office to ensure proper filing (Council Member's suggestion) 10 Staff's professional service agreement signature authority will be capped at $100,000, agreements over $100,000 will require City Council approval (Council Member's suggestion) 4���yy-- Types of Contracts • Professional Maintenance / '%Pubh W&rks i` • Service Goods Service Copstruction i Brain-power and Material'aWd People-power 190n trucn expertise supplies sv tio ices Contract Purchase order Purchase order and Contract �� � contract ® 50 annual average ,500 annual 350 annual average 1fann6al averag e• k ,averag ,, 01W Charter requires Charter and MC s Charter and iVIC Charter and MC City Council 3 03 delegate delegate authority'to 3 02 delegate 4appovalrfor$25'0(00 • authority to staff, staff, p,,0 farm authority to staff, or,more, contract contract approved approved by City'x contract approved approvedby City by City Attorney 0 NA.ttorne , , b City Attorney Attorne and-Cit y ,r y y y y �y Council Charter requires All records - a x 0y • filing original maintained Charter requires Charter requires • • agreement with City electronically in #J filing agreement with filing agreement"with Clerk, AR 288 Edwards financial City Clerk City Clem j� establishes process system Su pity CITY OF HUNTINGTON EACH �ivat a R CITY ADMINISTRATOR COMMUNICATION To Honorable Mayor and Members of the City Council Via Ray Silver City Administrator _ From Jennifer McGrath City Attorney � Cn Peter Grant Principal Administrative Analyst/`" _ ®ate October 8 2003 r Subject Study Session Material for October 6, 2003 City Council Mekinz- Professional Services Agreements Process At the August 4 2003 City Council meeting in response to questions regarding the City Clerk s professional service agreement report staff scheduled a study session to provide an overview of the professional service agreement (PSA) process The study session and this memorandum will provide an overview of the process and answer questions that were raised regarding information contained in the City Clerk s report What Are Professional Services? The Municipal Code defines professional services as those services which involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge, expertise or training gained by formal studies or expenence or services which are not readily or efficiently procured by competitive bidding pursuant to Huntington Beach Municipal Code Section 3 02 Such services shall include but not be limited to those services provided by appraisers, architects, attorneys, engineers instructors insurance advisors, physicians and other specialized consultants Process Improvement In February 2000 staff launched an effort to improve the city s PSA process in order to improve efficiency bring the city s standards in line with other local governments and to add more accountability to the process A process improvement team drawn from the City Administrators office the City Attorneys office and the Administrative Services department met for over a year carefully reviewed the city s professional service agreement process solicited input from all departments conducted a 15-agency benchmarking study and reviewed materials from consulting industry associations and firms In September 2001 staff presented its recommendations to the City Council as a G- item (relating to ordinances) The recommendations, which changed Municipal Code section 3 03 (Exhibit A) and resulted in the creation of Administrative Regulation (AR) 228 (Exhibit B) did the following 1 Established emergency procedures for the procurement of professional services 2 Permitted the City Administrator to contract directly for professional services when the procurement has been budgeted and there are sufficient unencumbered funds available 3 Permitted amendment of existing agreements for a term not to exceed three years The City Council unanimously adopted the PSA process improvements The new PSA process has • Improved accountability and internal control by enhancing and formalizing the involvement of the City Council City Administrators office and Finance and Purchasing divisions of the Administrative Services department and • Streamlined project approvals by requiring City Council approval only for unbudgeted or large dollar amount items (at the City Administrators discretion) and by eliminating the need to approve PSAs to implement or manage projects the City Council had previously approved Performance Measures The improved PSA process has been in place for two full fiscal years The following table displays PSA process s activity • 0 • • • 0 2003-04 131 720 34m N/A 2002-03 148 $28 1 m 39** (through 4/30/2003) 2001-02 99 $15 3m 60 **The small number of PSAs enacted in FY 2002 03 is a consequence of city s budget reductions 2 This table displays average processing times, pre and post process improvement for PSAs / 11/ 1 110 0 0 -0 ® • � 0 0 0 ® 0 � 0 0 O ® 0 � 1 `i 2-3 days 2-3 weeks 4-6 weeks 2 staff hours 6 staff hours 20 staff hours City Council City Attorney Purchasing division City Attorney City Attorney Finance division Budget staff Department Head A City Administrator Department Head City Council (>_ $50 000) With an average processing time of two to three days, the improved PSA process represents an efficiency improvement of up to 90 percent Quarterly Reporting by the City Clerk Shortly after the City Council approved the improvements to the PSA process in September 2001 the City Clerk requested that the City Council create a formal reporting process to guarantee that her office properly received and filed PSAs Part of the City Clerk s request required her to make quarterly reports to the City Council which list the PSAs entered into during the reporting period Since November 2001 the City Clerk has made three reports to the City Council The last report made on August 4, 2003 covered the four-month period from January 1, 2003 and April 30, 2003 During its review and approval of the City Clerks list the City Council asked questions regarding some of the dollar amounts that appeared on the list In particular there were a number of PSAs from the City Attorneys office that were for dollar amounts described as Under $50 000 and Over $50 000 The PSAs from the City Attorneys office and other departments often enable the city to procure consultant services when the exact cost of a project cannot be determined in advance In those cases the PSA is typically developed with a maximum or Not to Exceed amount rather than a specific dollar amount PSAs with maximum dollar amounts still follow all the normal approval processes and as required by AR 228 if the amount is projected to equal or exceed $50 000 is signed by the City Administrator 3 City Clerk Attestation On September 18 2003 the City Clerk informed the City Administrators and the City Attorneys offices of her concern that her office has not been consistently receiving professional service agreements to be filed in a timely manner and in a few cases agreements may have not been transmitted to her office To remedy this problem the City Clerk suggested that her office attest to professional service agreements Because the City Administrators and City Attorneys offices agree with the City Clerk that proper and timely filing of PSAs in the City Clerk s office is important they have modified the Administrative Regulation that guides the PSA process The modifications (which are included in Exhibit B) ensure that original agreements are transmitted from the City Attorneys office upon final approval that a copy is sent to the initiating department and that the City Clerk attests to having received the agreement in her office Conclusion Staff strongly supports the improved process and believes it represents the best purchasing finance and accountability practices possible The improved professional service agreement process has ® Reduced the time required to enter into contracts by up to 90 percent ® Enabled the city to put contracts in place more efficiently thereby starting and completing projects more quickly ® Improved accountability ensuring that every agreement regardless of its purpose or dollar amount is subject to City Council review in the budget or the approval phase of the PSA process and ® Improved internal controls by involving the Purchasing and Finance divisions to make sure each agreement appears on the list in the budget has funding available and appropriated and that proper purchasing practices have been followed Attachments Exhibit A - Municipal Code section 3 03 Exhibit B - Administrative Regulation 228 4 PROFESSIONAL SERVICE AGREEMENT (PSA) PROCESS MAJOR CHANGES FROM PREVIOUS TO IMPROVED PROCESS PfbnivioUs, ' ® o 0 0 o PSAs identified in the budget PSA not identified in budget If not Identified City Council Approval is required, regardless of amount Under $20,000 approved only by All PSAs reviewed by City Council, department head Purchasing Manager, Finance staff and budget staff All PSAs over $20,000 required City PSAs >_ $50,000 require City Administrator Council approval approval Average time to process Average time to process 10 hours of staff time 2 hours of staff time 4-6 weeks 2-3 days BENEFITS FROM IMPROVED SYSTEM • Reduced the time required to enter into contracts by up to 90 percent ® Projects started and completed more quickly ® Improved accountability ® Improved internal controls by formally involving the Purchasing and Finance divisions Exhibit A U Huntington Beach Municipal Code 3 03 010 3 03 060(a) Chapter 3 03 PROFESSIONAL SERVICES (2047 5/76 2464 12180 2590 1183 2945 7188 3097 4/91 3375 11/97 3511 10/01) Sections 3 03 010 (Repealed 3511-10/01) 3 03 020 Definitions 3 03 030 (Repealed 2590 1/83) 3 03 040 Selection guidelines 3 03 050 (Repealed 2590 1/83) 3 03 060 Procedure 3 03 070 (Repealed 2590 1/83) 3 03 080 Exempt and emergency procedures 3 03 090 (Repealed 3511-10/01) 303 100 Authorization by Department Heads 303 110 (Repealed 3511-10/01) 303 120 Existing agreements 3 03 020 Definitions (a) "Consultant" means any provider of services under this Chapter as an individual partnership corporation or otherwise (2047 5/76 2590 1/83) (b) "Director" means the Department Head or his/her designee vested with the authority to administer the provisions of this Chapter with respect to contracting for services (2047 5/76 2590 1/83 3511 10/01) (c) "Professional Services" means those services which involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge expertise or training gamed by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to Huntington Beach Municipal Code Section 3 02 Such services shall include but not be limited to those services provided by appraisers architects attorneys engineers instructors insurance advisors phvsicians and other specialized consultants (2047 5/76 2590 1/83 3375 11/97 3511 10/01) 3 03 040 Selection guidelines In all cases the final selection of a consultant shall include consideration of the following factors (a) Actual capability to complete the project in conformance with the specifications conditions and other requirements of the City of Huntington Beach (b) Demonstrated ability to prepare professional accurate and timely-finished products irrespective of unusual or difficult circumstances (c) A reasonable contract price in relation to the size quality and time restraints of the proposed project with due consideration of competitive proposals (2047 5176) 3 03 060 Procedure The procedure for the contracting of services is as follows (a) The Director of the department primarily responsible for the particular project shall prepare a written statement defining the necessity and scope of the project and submit it to the City Administrator Upon approval by the City Admistrator the Director shall prepare a written statement of the specifications conditions and other requirements for the requested services and provide a copy to consultants who may wish to perform the service 12/01 3 03 060(b) 3 03 100 Huntington Beach Municipal Code (b) Except in extraordinary circumstances the Director or his designee shall request informal written proposals from not less than three(3) available qualified consultants He shall thereafter conduct discussions with them regarding the project if such discussions are indicated by the complexity of the project and based upon the selection guidelines established in section 3 03 040 and the criteria established by him select the consultant from the responsible proposals submitted to him deemed to be the most highly qualified to provide the services required (c) If the procurement has been budgeted contractual agreement shall be negotiated with the consultant subject to final approval as to form by the City Attorney and as to content by the City Administrator (3375 11/97 3511 10/01) (d) If the procurement has not been budgeted then the Director shall prepare a request for appropriation for the City Administrator to submit to the City Council in the usual prescribed manner (e) The City Attorney shall counsel and advise City officials in the implementation of this Chapter (2047 5/76 2590 1183) 3 03 080 Exempt and emergency procedures The need for certain budgeted and emergency and exempted procurements are recognized (a) An emergency shall be deemed to exist if I There is a great public calamity (3511 10/01) 2 There is immediate need to prepare for national or local defense (3511 10/01) 3 There is a breakdown in machinery or an essential service which requires the immediate attention of a professional in order to protect the public health safety or welfare (3511 10/01) 4 An essential departmental operation affecting the public health safety or wielfare would be greatly hampered if the prescribed procedure would cause an undue delay in the procurement of the needed services (2047 5/76 3511 10/01) In the case of an emergency which requires the immediate retention of a professional consultant the City Administrator may authorize the Department Director to secure by the open-market procedure at the lowest obtainable price consistent with professional standards any professional service regardless of the amount of the expenditure (3511 10/01) (b) Other interagency Agreements Procurements utilizing contractual agreements maintained by other public agencies for the provision of professional services to such agencies are exempt from the requirements of this Chapter except that the provisions of Section 3 03 060(c) shall apply in every case and so long as such other agency complied with its own professional services contract requirements as approved by the Department Director (3375 11/97 3511 10/01) 3 03 100 Authorization by Department Directors The Director of any department for which such services are required may contract directly for any professional services when procurement of such services has been budgeted and there are sufficient unencumbered appropriated funds available or wherein the cost of which will be fully paid or reimbursed to the City The annual budget for the fiscal year in which the agreement is entered into shall provide a general description of the work to be performed (2047 5/76 2945 7/88 3375 11/97 3511 10/01) 12/01 Huntington Beach Municipal Code 3 03 100 3 03 120 The complete original of the executed agreement and the names of the consultants who submitted proposals shall be forwarded to the City Clerk A complete copy of all approved insurance certificates and subsequent renewals shall be filed with the Risk Manager (3511 10/01) 3 03 120 Existing agreements The terms and conditions of any existing professional services agreement may be modified so as to increase or decrease the term, compensation scope of work or otherwise by mutual agreement of the City and the consultant selected However at no time shall an agreement be amended to extend an agreement beyond three years from receipt of the original request for proposals without compliance with the bid procedure established by Huntington Beach Municipal Code Section 3 03 060 (2390 9/79 3511 10/01) 12/01 1 ORDINANCE NO 3604 AN ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING THE HUNTINGTON BEACH MUNICIPAL CODE BY AMENDING SECTION 3 03 020 RELATING TO PROFESSIONAL SERVICES WHEREAS,the City Council desires to amend the Huntington Beach Municipal Code related to the provision of professional services, NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby ordain as follows SECTION I That Section 3 03 020 of the Huntington Beach Municipal Code is hereby amended to read as follows 3 03 020 Definitions (a) "Consultant"means any provider of services under this Chapter as an individual,partnership, corporation or otherwise (b) "Director" means the Department Head or his/her designee as approved by City Council resolution,vested with the authority to administer the provisions of this Chapter with respect to contracting for services (c) "Professional Services" means those services, which involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge, expertise or training gamed by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to Huntington Beach Municipal - Code Section 3 02 Such services shall include but not be limited to those services provided by appraisers, architects, attorneys, engineers, instructors, insurance advisors, physicians and other specialized consultants SECTION 2 That this ordinance shall become effective thirty (30) days after its adoption 1 PDA 2003 ord amend 3 03 RLS 2003 0099 Ordinance No 3604 PASSED AND ADOPTED by the City Council of the City of Huntington Beach s at a regular meeting thereof held on May 19 , 2003 &*;f." Mayor ATTEST APPROVED AS TO FORM City Clerk /-o" City Attorney INITIATED, REVIEWED AND APPROVED City AddIlmstrator 2 PDA 2003 ord amend 3 03 RLS 2003 0099 Ord No 3604 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, CONNIE BROCKWAY,the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officlo Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven,that the foregoing ordinance was read to said City Council at a regular meeting thereof held on the 5tb day of April, 2003, and was again read to said City Council at a regular meeting thereof held on the 191h day of May, 2003, and was passed and adopted by the affirmative vote of at least a majority of all the members of said City Council AYES Sullivan, Coerper, Green Boardman, Cook, Houchen, Hardy NOES None ABSENT None ABSTAIN None 1 Conine Brockway CITY CLERK of the City of Huntington Beach and ex-officlo Clerk of the City Council do hereby certify that a synopsis of this ordinance has been published in the Huntington Beach Fountain Valley Independent on q /; M 2003 In accordance with the City Charter of said City Connie Brockway,Qljy Clerk City Clerk and ex-officlo Clerk Q U 1 Deputy City Clerk of the City Council of the City of Huntington Beach, California Exhibit B Su 1t ADMINISTRATIVE REGULATION Hunhn i Beach© Office of the City Administrator Number 228 Sections 1-6 Effective Date 12/01/01 SUBJECT Professional Service Contracts 1 Purpose To establish the process for entering into professional service contracts 2 Authority Municipal Code Section 3 03 3 Application All departments 4 Definitions Refer to Municipal Code Section 3 03 5 Policy 51 This Administrative Regulation establishes the procedures departments are to follow when entering into professional service agreements 52 Municipal Code Section 3 03 authorizes department heads to contract directly for any professional service when • Procurement of such services has been budgeted • Sufficient unencumbered appropriated funds are available in the budget or the cost of the contract will be fully paid or reimbursed to the city and • The agreement has been generally described in the budget 53 If all these criteria are not met, the contract must be approved by the City Council whatever the value 6 Procedures 61 City Council Approval of the List of Professional Service Contracts 61 1 As part of the city s budget process departments will submit a list of the professional service contracts contained in their proposed budget to the Director of Administrative Services The list will generally describe the purpose and amount of the contract and identify the account number (fund department, and business unit) where the contract is budgeted 6 1 2 During the budget process the City Council will review the list of professional service contracts Upon adoption of the budget contracts that are included on Administrative Regulation Page 2 Office of the City Administrator the list will not require any further approval from the City Council unless the City Council directs otherwise and except as required by this regulation 6 2 Consultation with the City Attorney's Office & Purchasing Manager for Agreements with Design Professionals 6 2 1 Agreements with design professionals pose significant liability and litigation risks for the city As such departments shall consult with both the City Attorney's office and the Purchasing Manager during negotiations with a design professional relating to the scope of work and payment schedule 6 2 2 Departments shall submit a Request for Legal Services requesting a preparation of an agreement and review of the proposed scope of work and payment schedule prior to presenting an agreement to the consultant for signature 623 Design professionals are defined as professional service consultants providing engineering and/or architectural services including but not limited to, consultants performing services under a design-build agreement 6 3 Certification by Purchasing Manager 6 3 1 Upon completing negotiations with the consultant and prior to submitting a professional service contract to the City Attorneys office for approval the department will submit the executed agreement to the Purchasing Manager to confirm that it has complied with the requirements of Municipal Code Section 303 632 The department s submission to the Purchasing Manager will contain • Proof that the department requested informal written proposals from at least three qualified consultants (this requirement may be fulfilled by selecting a consultant from a pre-qualified list maintained by the Purchasing Manager) • The consultants scope of work • The payment schedule and • Any other information required by the Purchasing Manager 6 3 3 If the department is utilizing exempt or emergency purchasing procedures as defined in Municipal Code Section 3 03 those procedures supercede this regulation 634 If the department is utilizing another agency s agreement the department will provide the Purchasing Manager • Evidence that the other agency adhered to its own professional service contract requirements as defined in Municipal Code Section 3 03 • The consultants scope of work and • The payment schedule Administrative Regulation 228 with change Administrative Regulation Page 3 Office of the City Administrator 6 3 5 Upon completing the review of materials submitted by the department the Purchasing Manager will certify the selection process The Purchasing Manager will provide the department with a signed form Indicating that the requirements of Municipal Code Section 3 03 have been fulfilled 6 4 Contract Preparation and Approval by the City Attorney's Office 6 4 1 Upon receiving certification from the Purchasing Manager the department will submit a `Request for Legal Services to the City Attorneys office containing the following information • A completed signed standard contract (as required in section 6 11) • The consultants scope of work (as Exhibit A of the contract) • The payment schedule (as Exhibit B of the contract) • Appropriate proofs of insurance or approved insurance/indemnification waivers and • The Purchasing Managers signed certification 6 5 Approval of Contracts Less Than $50,000 6 5 1 Professional service contracts less than $50,000 may be entered into directly by department heads if • Procurement of such services has been budgeted • Sufficient unencumbered appropriated funds are available in the budget or the cost of the contract will be fully paid or reimbursed to the city • The agreement has been generally described in the annual budget, • All the requirements of Municipal Code Section 3 03 have been met and certified by the Purchasing Manager • All insurance and indemnification requirements have been met or waived • The final agreement has been approved as to form by the City Attorneys office • The amount of the contract is no more than 25 percent or $25 000 (whichever is less) larger than the amount identified on the list the City Council approved as part of the budget and • The City Administrator has not directed the contract be presented to the City Council, or that the City Council participate in selecting the consultant 6 6 Approval of Contracts Greater Than or Equal To $50,000 6 6 1 Professional service contracts greater than or equal to $50 000 may be entered into by the City Administrator if • Procurement of such services has been budgeted • Sufficient unencumbered appropriated funds are available in the budget or the cost of the contract will be fully paid or reimbursed to the city • The agreement has been generally described in the annual budget Administrative Regulation 228 with change Administrative Regulation Page 4 Office of the City Administrator ® All the requirements of Municipal Code Section 3 03 have been met and certified by the Purchasing Manager © All insurance and indemnification requirements have been met or waived ® The final agreement has been approved as to form by the City Attorneys office © The amount of the contract is no more than 25 percent or $25 000 (whichever is less) larger than the amount identified on the list the City Council approved as part of the budget and ® The City Administrator has not directed the contract be presented to the City Council or that the City Council participate in selecting the consultant 6 7 Filing with the City Clerk 6 7 1 Upon signature by the department head or City Administrator the City Attorney shall transmit the complete original executed agreement a copy of all approved insurance certificates or waivers and the names of consultants who submitted proposals to the City Clerk 672 The City Clerk shall upon receiving an agreement from the City Attorney attest to having received the agreement in her office 6 8 Filing with Risk Management 6 8 1 Upon signature by the department head or City Administrator the original approved insurance certificates or waivers and subsequent renewals shall be filed with the Risk Manager 6 9 Length of Professional Service Contracts 6 9 1 An existing contract may be amended pursuant to Municipal Code Sections 3 02 and 3 03 and sections 6 5 and 6 6 of this regulation 6 9 2 Agreements may not be extended beyond three years 693 Amendments that do not extend the contract beyond three years should be processed by submitting a Request for Legal Services to the City Attorneys office 694 Purchasing Manager certification is not required to process an amendment that does not extend the agreement beyond three years 6 10 Delegation of Signature Authority 6 10 1 Department heads may only delegate their signature authority to positions in their department that are listed on the signature delegation resolution adopted by the City Council Administrative Regulation 228 with change Administrative Regulation Page 5 Office of the City Administrator 6 10 2 The City Administrator or Assistant City Administrator must also sign agreements signed by department head delegates regardless of their value 6 11 Acceptable Contractor Signatures The City Attorney has established the following standards for signatures of contracts 6 11 1 CORPORATIONS (including a limited liability company or not-for-profit) • Two officers of the corporation (on the Board of Directors) must sign the contract One officer from column A and one from column B must sign _A B Chairman of the Board Secretary President Any Assistant Secretary Any Vice President Chief Financial Officer Any Assistant Treasurer • If the corporation cannot provide the above signatures it may have one officer sign but must provide a resolution from its Board of Directors authorizing the sole signature 6 11 2 GENERAL PARTNERSHIPS • The signature of any general partner is sufficient 6 11 3 LIMITED PARTNERSHIPS • The signature of the general or managing partner is sufficient 6 11 4 SOLE PROPRIETORSHIPS • The signature of the owner is sufficient 6 11 5 TRUSTS ® The trustee may sign and must provide a copy of the trust document evidencing authority to sell Ray Silver City Administrator I i Administrative Regulation 228 with change T/he. .SProsd 'lueC. �/nf `/,n//C�� ®�7 Fe CITY OF HUNTINGT'ON BEACH a COMMUNICATION FROM THE OFFICE OF THE CITY CLERK TO Honorable Mayor and Councilmembers FROM Connie Brockway City Clerk C"'� SUBJECT Request to City Council To Assist City Clerk's Office To Maintain Professional Services Agreements in the Office of the City Clerk as Required by City Charter DATE October 1, 2003 Our City Charter mandates the Office of the City Clerk to maintain all written contracts which are entered into on behalf of the city When the City Clerk or a deputy city clerk on behalf of the City Clerk attests to the signature of the Mayor or other city officers signature on a city agreement the City Clerk s Office has been able to 100% maintain all agreements as required by the City Charter I am requesting that Council request that the HBMC—Chapter 3 03 be amended to reflect that professional services agreements also be executed by two corporate officers (The Department head or his authorized designee and attested by the City Clerk) This will allow the City Clerk s Office to fulfill the City Charter mandate that all city contracts are maintained in the City Clerk s Office The Attestation signature block for the City Clerk is placed on all agreements that Council approves through the agenda process It looks like this Mayor(or other city officer) ATTEST City Clerk Background Information This Council and previous City Councils have approved requests from the City Clerks Office which have improved the professional services agreement process For example the City Council in January 2002, adopted Resolution No 2002-6 as well as Ordinance No 3604 - adopted May 19 2003 which the City Attorney's Office prepared at the City Clerk s request 01403 G CBMemos/2003/Profsvcsmemo le - 4 � Memo to Mayor and City Councilmembers Subject Re Professional Services Contracts Page 2 October 1 2003 Resolution 2002-6 sets forth the positions in the city who can sign professional services agreements in the absence of Department Heads This solved the problem of the informal designation of various positions to execute agreements on behalf of the city This resolution will continue on and be amended from time to time to delete or add positions as may be required The City Clerk s Office requested that Ordinance No 3604 be prepared to define that when a person other than the department head executes an agreement the person (position) the department head designates must be set forth in that City Council adopted resolution (Resolution No 2002-6 was updated by Resolution 2003-25 on May 5 2003 ) There are written agreements other than the professional services agreements that do not have an attest line for the City Clerk The Clerk's Office sometimes receives them for filing and others are not filed in the City Clerk s Office This is not the fault of staff, it happens because there is no attestation line on the agreement and it is not known that the city charter requires all written contracts to be maintained by the City Clerk Thank you for your consideration of directing that city agreements be prepared with inclusion of the Attestation of the Office of the City Clerk cc Ray Silver, City Administrator William Workman Assistant City Administrator Jennifer McGrath City Attorney G CBMemos/2003/Profsvcsmemo le S 1tv T o c CITY OF HU `TIN ACH Z V Z To Honorable Mayor and Members of the City Council From Ray Silver, City Administrator Jennifer McGrath, City Attornep -M C_') Date October 6 2003 c n Subject City Clerk's Proposed Changes to Professional Service Agreement Process — Municipal Code Section 3 03 This memorandum has been drafted in response to the City Clerk s suggested modifications to the city s professional service agreement process which is included as an attachment to agenda item E-12 at the October 6, 2003 City Council meeting and to an e-mail the City Clerk sent to the City Council on October 1 2003 Background In response to input from city staff and consultants through the 1990s the City Clerks office, City Administrators office, the City Attorneys office and the Administrative Services department launched an effort to improve the city s professional service agreement process in February 2000 The improvement effort was designed to increase efficiency, bring the city s standards in line with other local governments, and to add more accountability to the process The improvement team met with all the departments Its recommendations were forwarded to and unanimously adopted by, the City Council in September 2001 On September 18 2003 the City Clerk suggested the City Administrators office modify a study session presentation and RCA scheduled for the October 6 2003 City Council agenda to require the City Clerk to attest to the City Administrators (or his designee s) signature on every professional service agreement The City Clerk s suggested attestation arises from a concern that her office has not been consistently receiving professional service agreements to be filed in a timely manner and in a few cases agreements may have not been transmitted to her office The City Clerk s suggestion was the first time this issue has been brought to the City Administrator or City Attorneys attention To date, the City Clerk has not provided the City Administrators office or City Attorneys office a list of professional service agreements filed late or not on file with her office as requested Both the City Administrators office and City Attorney met with the City Clerk on September 30 2003 to discuss her suggestion The meeting confirmed that the signature delegation resolution (which identifies positions authorized to sign contracts) adopted by the City Council has eliminated any questions about proper signatures authorizing contracts Response to City Clerk's Suggestion After reviewing the City Clerks suggestion, the City Administrator and City Attorney have several recommendations to effectively address the concerns raised They also have serious efficiency-related concerns with the professional service agreement process change suggested by the City Clerk that prevents them from supporting her request The City Administrator and City Attorney s concerns are 1 The City Clerks attestation will place a significant burden on the city's department heads by requiring them to make upwards off 100 trips to her office to sign agreements the City Council has already approved This proposed change is of concern to the city s executive team 2 The City Clerk's suggested change makes the professional services agreement process less efficient, adds at least five new steps to the process, and is redundant as signatures are currently reviewed by at least three different departments or divisions 3 There is no information the professional service agreement process is not working properly the vast majority of times it is used Rather staffs experience is that the process works very well and has saved the city tens of thousands of dollars 4 Staff is unaware of any other agencies that require attestation for the form of agreements that have been approved by the City Council and then delegated to staff to be signed 5 Having the City Clerk s office attest to a professional service agreement does not ensure agreements are filed with her office As proposed the City Clerk s attestation process still relies on departments to file agreements 6 Attestation is a tool primarily used to protect against fraud or improper signatures The city's current practice including the signature delegation resolution, has eliminated any concern regarding proper signature authority City Attorney's and City Administrator's Recommended Alternative Because the City Administrator and City Attorney agree with the City Clerk that it is important that agreements be filed in a timely fashion, the City Attorney offered the following alternative to the City Clerk s suggestion at the September 30 meeting Rather than transmitting the original agreement back to the department to be filed after it is approved by the City Attorney, the City Attorney's office well send the original agreement to the City Clerk and a copy of the agreement to the department This process change guarantees that the original agreement is filed with the City Clerk s office because the City Attorneys signature is required as the last step of the A professional services agreement process Without a signature from the City Attorney, Purchasing staff will not authorize a payment to be made on a contract The City Clerk did not prefer the alternative After the September 30 meeting, the City Attorney developed a second part to her alternative to further address the City Clerk s concern The City Attorney's office will also send a quarterly report of all the professional service agreements it approves to the City Clerk's office Both the City Administrator and City Attorney support this alternative because • It guarantees that the City Clerk will receive professional service agreements almost immediately after the agreement is complete • It does not make the process less efficient • It does not place any additional bureaucratic burdens on the department heads and • it will also assist the City Clerk in preparing her quarterly report on professional service agreements to the City Council While the City Clerk characterizes her suggested change in the professional service agreement process as a minor one, it is important to remember that • All of the professional agreements are approved, in advance, by the City Council, • The improved process saves more than 1,000 staff hours each year and • The city s ability to process professional service agreements efficiently results in projects being completed more quickly and generates savings for the city Service and Non-Standard Contracts In the discussions about professional service agreements, the City Clerk has identified a few service or non-standard contracts (her email mentions the service contract for mail operations) that were not filed or authorized properly In response to these omissions, the City Administrators office has spoken to the departments about the need to properly execute and file all contracts and agreements and is considering restarting the process improvement effort that improved the professional service agreement process before being abandoned as part of budget reductions Thank you for your consideration FA j Professional Services Contracts Checklist 0 for Submittal to City Clerk's Office (Please transmit this form when your contract is ready to be filed in the City Clerk s Office) To Connie Brockway, City Clerk x5404 PLEASE PRINT 1 Name of Contractor 2 Purpose of Contract For example Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park 3 Expiration Date If no expiration date please put a tentative expiration date so the City Clerks Office can inquire of your department if the file is ready to inactivate 4 Amount of Contract A Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract(Renewal/Amendment/Etc)? ❑YES❑ NO B Did you attach the LIST OF CONSULTANTS from whom proposals were requested—pursuant to HBMC 3 03 100? ❑YES❑ N/A OR Is the attached contract a SOLE SOURCEI ❑YES❑ N/A C Did you attach a COPY of the insurance certificate and send the ORIGINAL TO RISK MANAGEMENT? ❑YES PLEASE INCLUDE CITY CLERK S OFFICE USE ONLY Cate % ,,....` .Beata Ent -, r Atp}ta Numorlc !a *60o 10 or *600 30 Pen din Name/Extension ` f � r Department Date r ;Aof RECORDS DIV Check City Clerk'sADatabaseAf r Existing File ❑DRONE g/forms/city clerk contract checklist doc Attachment 1 E• I23 Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit City Administrator's Office Citywide training $ 50 000 10030101 City Administrators Office Citywide management review program $ 100 000 10030101 City Administrator's Office Financial consulting $ 100 000 10030101 City Administrator's Office Legislative advocacy $ 150 000 10030201 Administrative Services Utility user tax consulting $ 45 000 10035203 Administrative Services Comprehensive Annual Financial Report $ 45 000 10035203 Administrative Services Quarterly sales tax audits $ 20 000 10035203 Administrative Services Quarterly property tax audits $ 20 000 10035203 Administrative Services Update of cost allocation/fee recovery study $ 25 000 10035203 Administrative Services State mandates reimbursement $ 16 000 10035203 Administrative Services Microfilming of AP/AR records $ 8 000 10035204 Administrative Services Budgetary consulting/projection services $ 4 600 10035205 Administrative Services Temporary human resources services $ 10 000 10035302 Administrative Services Drug testing and pre employment physicals $ 30 000 10035303 Administrative Services Advertisement of recruitments $ 22 000 10035303 Administrative Services Labor negotiations legal counsel $ 200 000 10035304 Administrative Services Studies and investigations $ 35 000 10035304 Administrative Services General counsel to personnel commission $ 7 500 10035304 Administrative Services Grievance hearings $ 15 000 10035304 Administrative Services Maintenance of payroll system $ 15 000 10035304 Administrative Services Temporary procurement services $ 5 000 10035402 Administrative Services Credit checks of vendors and suppliers $ 1 000 10035402 Administrative Services Advertisements of formal bids $ 1200 10035402 Administrative Services Specialty real estate services $ 10 000 10035502 Administrative Services Real estate consultant $ 48 000 10035502 Administrative Services Real estate lease consulting $ 10 000 10035502 Administrative Services Audits of association LTD programs $ 5 000 10035602 Administrative Services American Capital Ent Inc $ 10 000 10035610 Administrative Services Carl Warren&Company $ 165 000 10035610 Non departmental Arbitage calculations $ 25 000 40140102 Non departmental Annual disclosure statement $ 20 000 40140102 Non departmental Determination of debt service payments $ 20 000 40240102 Non departmental Calculates&submit assessment roll $ 12 500 40640102 Non departmental Calculate pass thru payments $ 2000 40640102 Non departmental Legal counsel $ 10 000 51035502 Non departmental Employee physicals $ 90 000 55035611 Non departmental - Employee assistance program $ 200 000 55035611 Non-departmental PCS Health Systems Inc $ 50 000 55035621 Non departmental Unique medical assessment $ 50 000 55035621 Non departmental Workers compensation medical claims $ 2 750 000 55135611 Non departmental Gensource Corp $ 600 000 55135611 Non departmental Legal counsel $ 5 000 55135611 Non departmental Supplemental retirement payout service $ 30 000 70335204 Web redesign JDE upgrade GIS print services Information Services Library online cataloging subscription services $ 97 400 10042154 Information Services Retention of key contractors for training $ 350 000 10042101 Information Services Contract cabling services $ 5 000 10042201 Z , Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit Information Services Contract technician services $ 5 000 1004215E Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(UUligy) $ 1 900 000 50643002 City Attorney Outside legal services $ 1 245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 City Clerk Records Management Scanning $ 50 000 10010301 Inspection plan review/engmeenng and counter Budding&Safety services $ 82 000 10055201 Plan review/engineenng inspection and counter Budding&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other services $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and sod remediation $ 52 313 10065201 Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 Fi a Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Police Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Police Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit Information Services Contract technician services $ 5 000 10042156 Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(Utiligy) $ 1 900 000 50643002 City Attorney Outside legal services $ 1 245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 Inspection plan review/engmeenng and counter Building&Safety services $ 82 000 10055201 Plan review/engmeenng inspection and counter Budding&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other services $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and sod remediation $ 52 313 10065201 Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 Fire Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Police Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Police Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 Fin 7FY sional Service Contracts Included 003-04 Budget o r Business Department Description Amount Unit Information Services Contract technician services $ 5 000 10042156 Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(Utiligy) $ 1 900 000 50643002 City Attomey Outside legal services $ 1 245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 Inspection plan review/engineenng and counter Building&Safety services $ 82 000 10055201 Plan review/engineenng inspection and counter Building&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other services $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and soil remediation $ 52 313 10065201 Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 Fire Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Police Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Police Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit Information Services Contract technician services $ 5 000 10042156 Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(Utiligy) $ 1 900 000 50643002 City Attorney Outside legal services $ 1 245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 City Clerk Records Management Scanning $ 50 000 10010301 Inspection plan review/engineenng and counter Budding&Safety services $ 82 000 10055201 Plan review/engineenng inspection and counter Building&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other services $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and sod remediation $ 52 313 10065201 I Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 Fire Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Police Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 E Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Police Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit Community Services Pier Plaza Presents artists $ 50 000 1045210 Community Services 4th of July Parade production $ 9 600 20445803 Community Services Fireworks for 4th of July $ 20 000 20445803 Community Services 4th of July Run $ 25 000 20445803 Community Services Grant research and writing $ 10 000 20945101 Community Services Project analysis $ 20 000 20945101 Community Services Landscape architect services $ 20 000 20945102 Community Services Grant research and writing $ 10 000 50045551 Community Services Emerald Cove management $ 35 916 50345101 t Public Works Misc studies&reports $ 30 000 10085101 Public Works NPDES Project assistance $ 20 000 10085102 Public Works Grant assistance reports design $ 10 000 10085201 Public Works Plan check&project management $ 200 000 10085251 Public Works Transportation design&plan check $ 60 000 10085301 Public Works Traffic signal expertise $ 5 000 10085304 I Public Works Signal timing program traffic counts $ 50 000 20185201 f Public Works Traffic s gnal design $ 100 000 20190007 I Public Works Traffic impact studies/legal services/design $ 350 000 20685201 Public Works Transportation design studies $ 150 000 20785201 Public Works Street design services $ 200 000 20790008 Public Works Project management $ 150 000 20987028 Public Works Street/signal design services transportation studies $ 150 000 21385201 Public Works Street reports/design/services $ 300 000 21390006 I Public Works Construction management/supplementals $ 750 000 30187004 Public Works Construction management/supplementals $ 50 000 30187012 Public Works Construction management/supplementals $ 50 000 30187013 r Public Works Construction management/supplementals $ 25 000 30187019 Public Works Construction management/supplementals $ 150 000 30187027 Public Works Refuselrecyclmg program $ 20 000 50485103 Public Works Development services $ 200 000 50685201 Public Works Special reports/studies/rate analysis $ 100 000 50685801 Public Works Water quality testing&services $ 50 000 50685802 Public Works Design&construction support services $ 125 000 50687006 # Public Works Design&construction support services $ 250 000 50691006 Public Works Construction management/supplementals/design $ 100 000 50691024 Public Works Master Plan update/studies $ 500 000 50785201 Public Works Construction management/supplementals/design $ 250 000 50791007 Public Works Construction management/supplementals/design $ 250 000 50791011 Public Works - Site studies/real estate processing $ 300 000 50791040 Public Works Design and construction management $ 75 000 50791007 Public Works Design services $ 75 000 50885101 Public Works Refuse/recycling program $ 80 000 50985103 Public Works Construction management/supplementals/design $ 750 000 51185201 Public Works Construction management/supplementals/design $ 75 000 81490007 Public Works Construction management/supplementals/design $ 550 000 83991022 Public Works Construction management/supplementals/design $ 300 000 87390009 Public Works Construction management/supplementals/design $ 300 000 89288003 E- I � I CITY OF HUNTINGTON BEACH MEETING DATE October 6, 2003 DEPARTMENT ID NUMBER 03-22 Council/Agency Meeting Held Deferred/Continued to ❑Approved ❑ Conditionally Approved ❑ Denied _ City Clerk s Signature Council Meeting Date October 6 2003 Department ID Number 03-22 T CITY OF HUNTINGTON BEACH o z REQUEST FOR REDEVELOPMENT AGENCY ACTION m � -- 'v N C -4- - SUBMITTED TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUffCILC D SUBMITTED BY RAY SILVER, City Administratora4d PREPARED BY PETER GRANT, Principal Administrative AnalysO n A64 SUBJECT Review and Approve Professional Service Agreements in FY 2003-04 Budget Statement of Issue Funding Source Recommended Action Alternative Action(s) Analysis Environmental Status Attachment(s) Statement of Issue Should the City Council authorize the City Administrator to enter into the professional service agreements included in the FY 2003-04 budget and detailed in Attachment 1 Funding Source Each professional service agreement included on Attachment 1 has sufficient funds appropriated for it in the FY 2003-04 budget The account number for each agreement is also detailed 4n Attachment 1 Recommended Action (Motion to) 1 Authorize the City Administrator to enter into the professional service agreements included in the FY 2003-04 budget and detailed in Attachment 1 according to established procedures Alternative Action(s) 1 Do not approve the recommended action and direct staff as appropriate RCA Approving List of Contracts 03-04 # 9/24/2003 10 24 AM I REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE October 6, 2003 DEPARTMENT ID NUMBER 03-22 I I BACKGROUND The list of professional service agreements included with the FY 2003-04 was the subject of the study session at the start of tonight s meeting In previous years the list has been adopted as part of the budget However, this year in order to provide the City Council an overview of the professional service agreement process and respond to questions regarding the reporting portion of the process, staff removed the list from the budget and is now presenting it for approval The FY 2003-04 list contains 13 2 items for professional services ranging from advertising requests for proposals to Police department psychological examinations to artists for the Pier Plaza Presents series and totals $20 34 million The list is being presented to provide an opportunity for the City Council to review and inquire about any of the proposed professional service agreements The recommended action will authorize the City Administrator to enter into these agreements with no further City Council approval, subject to the City Council requesting an agreement return for its approval As has been the case in prior years, the City Administrator will direct that some of the agreements be brought before the City Council for approval and/or selection of the consultant who will perform the work because of the size, nature, or importance of the project Attachment 1 details the department, dollar amount description/purpose, and budgeted account for each professional service agreement included in the FY 2003-04 budget Vendor detail is not provided because, in most, cases staff has yet to complete the bidding process and select a specific vendor Environmental Status Not applicable Attachment(sl 40 IN® Iption 3 1 List of Professional Service Agreements Included in the FY 2003- 04 Budget RCA Author Grant RCA Approving List of Contracts 03-04 9/24/200310 24 AM Section 310 CITY CLERK POWERS AND DITTIES The City Clerk shall have the power and shall be required to (a)Attend all meetings of the City Council unless excused and be responsible for the recording and maintaining of a full and true record of all of the proceedings of the City Council in books that shall bear appropriate titles and be devoted to such purpose (b) Maintain separate books in which shall be recorded respectively all ordinances and resolutions with the certificate of the Clerk annexed to each thereof stating the same to be the original or a correct copy and as to an ordinance requiring publication stating that the same has been published or posted in accordance with this Charter (c) Maintain separate records of all written contracts and official bonds (d) Keep all books and records in his possession properly indexed and open to public inspection when not in actual use (e) Be the custodian of the seal of the City (f) Administer oaths or affirmations take affidavits and depositions pertaining to the affairs and business of the City and certify copies of official records (g)Be ex officio Assessor unless the City Council has availed itself or does in the future avail itself of the provisions of the general laws of the State relative to the assessment of property and the collection of City taxes by county officers or unless the City Council by ordinance provides otherwise (h)Have charge of all City elections (i) Perform such other duties consistent with this Charter as may be required by ordinance or resolution of the City Council The City Clerk may subject to the approval of the City Council appoint such deputy or deputies to assist him or act for him at such salaries or compensation as the Council may by ordinance or resolution prescribe The minimum qualifications for the position of City Clerk shall be three years of relevant work experience which demonstrates record management skills and practice of administrative procedures (12/7/84) Section 613 EXECITI'ION OF CONTRACTS Except as hereinafter provided the City shall be bound by a contract only if it is made in writing approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council Exceptions to this procedure are as follows (a)By ordinance or resolution the City Council may authorize the City Administrator or other officer to bind the City with or without a written contract for the acquisition of equipment materials supplies labor, services or other items included within the budget approved by the City Council and may impose a monetary limit upon such authority (b) By ordinance or resolution the City Council may provide a method for the sale or exchange of personal property not needed in the City service or not fit for the purpose for which intended and for the conveyance of title thereto (c) Contracts for the sale of the products commodities or services of any public utility owned controlled or operated by the City may be made by the manager of such utility or by the head of the department or City Administrator upon forms approved by the City Administrator and at rates fixed by the City Council CITY OF HUNTINGTON BEACH MEETING DATE October 6, 2003 DEPARTMENT ID NUMBER 03 22 CounciVAgency Meeting Held Deferred/Continued to 13 Approved ❑ Conditionally Approved ❑Denied _ City Clerk's Signature Council Meeting Date October 6, 2003 Department ID Number 03-22 T CITY OF HUNTINGTON BEACH w z REQUEST FOR REDEVELOPMENT AGENCY ACTION m __ --i r SUBMITTED TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUIfCILc,:C:,+ D SUBMITTED BY RAY SILVER, City Administratora4d o T c11 PREPARED BY PETER GRANT, Principal Administrative Analysts 64 D SUBJECT Review and Approve Professional Service Agreements in FY 2003-04 Budget Statement of Issue Funding Source Recommended Action,Alternative Action(s) Analysis Environmental Status Attachments) Statement of Issue Should the City Council authorize the City Administrator to enter into the professional service agreements included in the FY 2003-04 budget and detailed in Attachment 1 Funding Source Each professional service agreement included on Attachment 1 has sufficient funds appropriated for it in the FY 2003-04 budget The account number for each agreement is also detailed to Attachment 1 Recommended Action (Motion to) 1 Authorize the City Administrator to enter into the professional service agreements included in the FY 2003-04 budget and detailed in Attachment 1 according to established procedures Alternative Action(s) 1 Do not approve the recommended action and direct staff as appropriate RCA Approving List of Contracts 03-04 9124/200310 WAM REQUEST FOR REDEVELOPMENT AGENCY ACTION MEETING DATE October 6, 2003 DEPARTMENT ID NUMBER 03 22 BACKGROUND The list of professional service agreements included with the FY 2003-04 was the subject of the study session at the start of tonight's meeting In previous years the list has been adopted as part of the budget However, this year, in order to provide the City Council an overview of the professional service agreement process and respond to questions regarding the reporting portion of the process, staff removed the list from the budget and is now presenting it for approval The FY 2003-04 list contains 13 2 items for professional services ranging from advertising requests for proposals to Police department psychological examinations to artists for the Pier Plaza Presents series and totals $20 34 million The list is being presented to provide an opportunity for the City Council to review and inquire about any of the proposed professional ` service agreements The recommended action will authorize the City Administrator to enter into these agreements with no further City Council approval, subject to the City Council requesting an agreement return for its approval As has been the case in prior years, the City Administrator will direct that some of the agreements be brought before the City Council for approval and/or selection of the consultant who will perform the work because of the size, nature, or importance of the project ' f Attachment 1 details the department, dollar amount, description/purpose, and budgeted , account for each professional service agreement included in the FY 2003-04 budget Vendor detail is not provided because, in most, cases staff has yet to complete the bidding process and select a specific vendor Environmental Status L Not applicable Attachments) City C,,I-ikr 1 List of Professional Service Agreements Included in the FY 2003- 04 Budget RCA Author Grant RCA Approving List of Contracts 03-04 9/24/2003 10 24 AM Section 310 CITE'CLERK POWERS AND DEITIES The City Clerk shall have the power and shall be required to (a)Attend all meetings of the City Council,unless excused,and be responsible for the recording and maintaining of a full and true record of all of the proceedings of the City Council in books that shall bear appropriate titles and be devoted to such purpose (b) Maintain separate books,in wluch shall be recorded respectively all ordinances and resolutions,with the certificate of the Clerk annexed to each thereof stating the same to be the original or a correct copy,and as to an ordinance requiring publication, stating that the same has been published or posted in accordance with tlus Charter (c) Maintain separate records of all written contracts and official bonds (d) Keep all books and records in his possession properly indexed and open to public inspection when not in actual use (e) Be the custodian of the seal of the City (f) Administer oaths or affirmations,take affidavits and depositions pertaining to the affairs and business of the City and certify copies of official records (g)Be ex officio Assessor,unless the City Council,has availed itself, or does in the future avail itself,of the provisions of the general laws of the State relative to the assessment of property and the collection of City taxes by county officers,or unless the City Council by ordinance provides otherwise (h)Have charge of all City elections (i) Perform such other duties consistent with this Charter as may be required by ordinance or resolution of the City Council The City Clerk may, subject to the approval of the City Council,appoint such deputy or deputies to assist him or act for him, at such salaries or compensation as the Council may by ordinance or resolution prescribe The minimum qualifications for the position of City Clerk shall be three years of relevant work experience which demonstrates record management skills and practice of administrative procedures (12/7/84) Section 613 EXECUTION OF CONTRACTS Except as hereinafter provided,the City shall be bound by a contract only if it is made in writing,approved by the City Council and signed on behalf of the City by the Mayor and City Clerk or by a City officer designated by the City Council and only upon the direction of the City Council Exceptions to this procedure are as follows (a)By ordinance or resolution the City Council may authorize the City Administrator or other officer to bind the City, with or without a written contract,for the acquisition of equipment,materials,supplies,labor, services or other items included within the budget approved by the City Council and may impose a monetary limit upon such authority (b) By ordinance or resolution the City Council may provide a method for the sale or exchange of personal property not needed in the City service or not fit for the purpose for which intended,and for the conveyance of title thereto (c) Contracts for the sale of the products,commodities or services of any public utility owned,controlled or operated by the City may be made by the manager of such utility or by the head of the department or City Administrator upon forms approved by the City Administrator and at rates fixed by the City Council PROFESSIONAL SERVICE CONTRACTS PURCHASING CERTIFICATION 1 Requested by Public Works Utilities Division 2 Date August 28, 2003 3 Name of consultant United Storm Water, Inc 4 Description of work to be performed Maintenance of Pump Station Forebays 6 Amount of the contract $1,000,000 6 Are sufficient funds available to fund this contract?' ® Yes, ❑ No 7 Company number and object code where funds are budgeted 89288004 8 Is this contract generally described on the list of professional service contracts approved by the City Council'? ® Yes, ❑ No ao©z- 9` 9 Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?' ® Yes, ❑ No 10 Were (at least) informal written proposals requested of three consultants? ® Yes, ❑ No 11 Attach list of consultants from whom proposals were requested (including a contact telephone number) C/PVq D.;I-"a 2-7) 12 Attach proposed scope of work 13 Attach proposed payment schedule WL- 0���9 000` 613 L4-` .� �so oaJ to u Kam -U-J-� e f C D AMADRIL, M nager Purchasing/Central Services MQ 0 (a, ' If the answer to any these questions is No the contract will require approval from the City Council AMENDMENT NO 1 TO SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND UNITED STORM WATER, INC FOR MAINTENANCE OF STORM DRAIN PUMP STATION FOREBAYS THIS AMENDMENT is made and entered into the 0YA day of Se,Olcm- be+r , 2003, between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as"CITY", and UNITED STORM WATER,INC ,hereinafter referred to as CONTRACTOR WHEREAS, CITY and CONTRACTOR are parties to that certain agreement, dated September 10, 2001 entitled "Services Contract Between The City Of Huntington Beach And United Storm Dram Water For Maintenance Of Storm Dram Pump Station Forebays" which agreement shall hereinafter be referred to as the"Original Agreement,"and Since the execution of the Original Agreement, CITY and CONTRACTOR wish to amend the Agreement to extend the term thereof an additional one year, and increase the compensation to be paid in consideration of the additional work to be performed by CONTRACTOR, NOW,THEREFORE, it is agreed by CITY and CONTRACTOR as follows 1 TERM The term of this Agreement shall be one year from the date first above written 2 ADDITIONAL COMPENSATION In consideration of the additional services to be performed hereunder CITY agrees to pay CONTRACTOR as full payment for services rendered, an additional sum not to exceed One Million Dollars($1,000,000) 3 RE-AFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect c o IN WITNESS WHEREOF, the parties hereto have caused this Agreement C%bec n::-1 executed by and through their authorized offices the day, month and year first a1ovecD:: =- written CO cD -0 va c O D 03agree/amend stonn/8/28/03 1 CITY OF HUNTINGTON BEACH COMMUNICATION FROM THE OFFICE OF THE CITY CLERK TO Honorable Mayor and Councilmembers FROM Connie Brockway City Clerk (- SUBJECT Request to City Council To Assist City Clerk's Office To Maintain Professional Services Agreements in the Office of the City Clerk as Required by City Charter DATE October 1 2003 Our City Charter mandates the Office of the City Clerk to maintain all written contracts which are entered into on behalf of the city When the City Clerk or a deputy city clerk on behalf of the City Clerk attests to the signature of the Mayor or other city officers signature on a city agreement the City Clerk s Office has been able to 100% maintain all agreements as required by the City Charter I am requesting that Council request that the HBMC— Chapter 3 03 be amended to reflect that professional services agreements also be executed by two corporate officers (The Department head or his authorized designee and attested by the City Clerk) This will allow the City Clerk s Office to fulfill the City Charter mandate that all city contracts are maintained in the City Clerk s Office The Attestation signature block for the City Clerk is placed on all agreements that Council approves through the agenda process It looks like this Mayor (or other city officer) ATTEST City Clerk Background Information This Council and previous City Councils have approved requests from the City Clerk s Office which have improved the professional services agreement process For example the City Council in January 2002 adopted Resolution No 2002-6 as well as Ordinance No 3604 - adopted May 19 2003 which the City Attorneys Office prepared at the City Clerk s request G CBMemos/2003/Profsvcsmemo le i I Memo to Mayor and City C,uuncilmembers Subject Re Professional Services Contracts Page 2 October 1 2003 Resolution 2002-6 sets forth the positions in the city who can sign professional services agreements in the absence of Department Heads This solved the problem of the informal designation of various positions to execute agreements on behalf of the city This resolution will continue on and be amended from time to time to delete or add positions as may be required The City Clerk s Office requested that Ordinance No 3604 be prepared to define that when a person other than the department head executes an agreement the person (position) the department head designates must be set forth in that City Council adopted resolution (Resolution No 2002-6 was updated by Resolution 2003-25 on May 5 2003 ) There are written agreements other than the professional services agreements that do not have an attest line for the City Clerk The Clerk s Office sometimes receives them for filing and others are not filed in the City Clerk s Office This is not the fault of staff it happens because there is no attestation line on the agreement and it is not known that the city charter requires all written contracts to be maintained by the City Clerk Thank you for your consideration of directing that city agreements be prepared with inclusion of the Attestation of the Office of the City Clerk cc Ray Silver City Administrator William Workman Assistant City Administrator Jennifer McGrath City Attorney G CBMemos/2003/Profsvcsmemo le Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit City Administrator's Office Citywide training $ 50 000 10030101 City Administrator's Office Citywide management review program $ 100 000 10030101 City Administrator's Office Financial consulting $ 100 000 10030101 City Administrator's Office Legislative advocacy $ 150 000 10030201 Administrative Services Utility user tax consulting $ 45 000 10035203 Administrative Services Comprehensive Annual Financial Report $ 45 000 10035203 Administrative Services Quarterly sales tax audits $ 20 000 10035203 Administrative Services Quarterly property tax audits $ 20 000 10035203 Administrative Services Update of cost allocation/fee recovery study $ 25 000 10035203 Administrative Services State mandates reimbursement $ 16 000 10035203 Administrative Services Microfilming of AP/AR records $ 8 000 10035204 Administrative Services Budgetary consulting/projection services $ 4 600 10035205 Administrative Services Temporary human resources services $ 10 000 10035302 Administrative Services Drug testing and pre-employment physicals $ 30 000 10035303 Administrative Services Advertisement of recruitments $ 22 000 10035303 Administrative Services Labor negotiations legal counsel $ 200 000 10035304 Administrative Services Studies and investigations $ 35 000 10035304 Administrative Services General counsel to personnel commission $ 7 500 10035304 Administrative Services Grievance hearings $ 15 000 10035304 Administrative Services Maintenance of payroll system $ 15 000 10035304 Administrative Services Temporary procurement services $ 5 000 10035402 Administrative Services Credit checks of vendors and suppliers $ 1 000 10035402 Administrative Services Advertisements of formal bids $ 1200 10035402 Administrative Services Specialty real estate services $ 10 000 10035502 Administrative Services Real estate consultant $ 48 000 10035502 Administrative Services Real estate lease consulting $ 10 000 10035502 Administrative Services Audits of association LTD programs $ 5 000 10035602 Administrative Services American Capital Ent.Inc $ 10 000 10035610 Administrative Services Carl Warren&Company $ 165 000 10035610 Non-departmental Arbitage calculations $ 25 000 40140102 Non-departmental Annual disclosure statement $ 20 000 40140102 Non departmental Determination of debt service payments $ 20 000 40240102 Non departmental Calculates&submit assessment roll $ 12 500 40640102 Non departmental Calculate pass thru payments $ 2000 40640102 Non-departmental Legal counsel $ 10 000 51035502 Non-departmental Employee physicals $ 90 000 55035611 Non departmental - Employee assistance program $ 200 000 55035611 Non-departmental PCS Health Systems Inc $ 50 000 55035621 Non-departmental Unique medical assessment $ 50 000 55035621 Non-departmental Workers compensation medical claims $ 2 750 000 55135611 Non departmental Gensource Corp $ 600 000 55135611 Non-departmental Legal counsel $ 5 000 55135611 Non departmental Supplemental retirement payout service $ 30 000 70335204 Web redesign JDE upgrade GIs print services Information Services Library online cataloging subscription services $ 97 400 10042154 Information Services Retention of key contractors for training $ 350 000 10042101 Information Services Contract cabling services $ 5 000 10042201 (,�—e f\�o}2 Professional Service Contracts Included in FY 2003-04 Budget Business Department Description Amount Unit Information Services Contract technician services $ 5 000 10042156 Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(Utiligy) $ 1 900 000 50643002 City Attorney Outside legal services $ 1 245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 City Clerk Records Management Scanning $ 50 000 10010301 Inspection plan review/engineenng and counter Building&Safety services $ 82 000 10055201 Plan review/engineenng inspection and counter Building&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other services $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 ` Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and soil remediation $ 52 313 10065201 Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 R e Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Pofice Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Pofice Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 Professional Service Contracts Included in PY 2003-04 Budget Business Department Description Amount Unit Information Services Contract technician services $ 5 000 10042156 Information Services BEACH project(JD Edwards) $ 1 200 000 30143002 Information Services Water BEACH project(Utiligy) $ 1 900 000 50643002 City Attorney Outside legal services $ 1,245 000 10015101 City Attorney Outside legal services $ 500 000 30515101 Inspection plan reviewlengineenng and counter Budding&Safety services $ 82 000 10055201 Plan reviewlengineenng inspection and counter Budding&Safety services $ 48 000 10055301 Economic Development Economic analysis $ 316 746 10080101 Economic Development Economic analysis and other seances $ 267 437 30580101 Economic Development Economic analysis $ 65 000 30680301 Economic Development Economic analysis $ 100 000 31580101 Economic Development Economic analysis $ 59 325 86680301 Economic Development Economic analysis $ 16 000 86680302 Fire Computer programming services $ 10 000 10065201 Fire Plan check services $ 25 000 10065201 Fire Environmental engineering and soil remediation $ 52 313 10065201 Fire Oil well maintenance contractor $ 45 938 10065302 Fire Oil well document reviews $ 22 000 10065302 Fire Oil field remediation $ 25 000 10065302 Fire Membership marketing of FireMed program $ 250 000 50265401 Fire Computer network maintenance agreement $ 100 000 50265401 Sire Ambulance operator personnel $ 930 000 50265403 Police Medical testing for new employees $ 20 662 10070102 Police Psychological service $ 17 215 10070102 Police Crime prevention reviews $ 18 500 10070103 Police Gang counseling service $ 57 607 10070201 Police Juvenile diversion counselors $ 82 000 10070203 Police Medical services $ 24 901 10070203 Police Court and psychological services $ 10 462 10070203 Police Medical services $ 450 10070204 Police Computer search services $ 900 10070205 Police Computer search services $ 1 600 10070206 Police Medical services $ 1200 10070208 Police Evidence system $ 1 060 10070301 Police Instructor fees for outside consultants $ 3 000 10070303 Police Access fees for law enforcement computer systems $ 5 000 10070401 Police Translator service $ 1 500 10070501 Police Medical ervice $ 12 500 10070601 Police Domestic violence counselor $ 67 000 87470203 J � e E Professional Service Contracts Included in FY 2003-04 Budget :1 Business _Department Description Amount Unit Community Services Pier Plaza Presents artists $ 50 000 1045210 Community Services 4th of July Parade production $ 9 600 20445803 Community Services Fireworks for 4th of July $ 20 000 20445803 Community Services 4th of July Run $ 25 000 20445803 Community Services Grant research and wnting $ 10 000 20945101 Community Services Project analysis $ 20 000 20945101 Community Services Landscape architect services $ 20 000 20945102 Community Services Grant research and writing $ 10 000 50045551 Community Services Emerald Cove management $ 35 916 50345101 Public Works Misc studies&reports $ 30 000 10085101 ` Public Works NPDES Project assistance $ 20 000 10085102 Public Works Grant assistance reports design $ 10 000 10085201 Public Works Plan check&project management $ 200 000 10085251 Public Works Transportation design&plan check $ 60 000 10085301 Public Works Traffic signal expertise $ 5 000 10085304 Public Works Signal timing program traffic counts $ 50 000 20185201 Public Works Traffic s gnal design $ 100 000 20190007 Public Works Traffic impact studies/legal services/design $ 350 000 20685201 Public Works Transportation design studies $ 150 000 20785201 Public Works Street design services $ 200 000 20790008 Public Works Project management $ 150 000 20987028 Public Works Street/signal design services transportation studies $ 150 000 21385201 Public Works Street reports/design/services $ 300 000 21390006 Public Works Construction management/supplementals $ 750 000 30187004 i Public Works Construction management/supplementals $ 50 000 30187012 + Public Works Construction management/supplementals $ 50 000 30187013 Public Works Construction management/supplementals $ 25 000 30187019 Public Works Construction management/supplementals $ 150 000 30187027 Public Works Refuselrecycling program $ 20 000 50485103 Public Works Development services $ 200 000 50685201 Public Works Special reports/studies/rate analysis $ 100 000 50685801 Public Works Water quality testing&services $ 50 000 50685802 Public Works Design&construction support services $ 125 000 50687006 Public Works Design&construction support services $ 250 000 50691006 Public Works Construction management/supplementals/design $ 100 000 50691024 Public Works Master Plan update/studies $ 500 000 50785201 Public Works Construction management/supplementals/design $ 250 000 50791007 Public Works Construction management/supplementals/design $ 250 000 50791011 Public Works a Site studies/real estate processing $ 300 000 50791040 Public Works Design and construction management $ 75 000 50791007 Public Works Design services $ 75 000 50885101 Public Works Refuse/recycling program $ 80 000 50985103 Public Works Construction management/supplementals/design $ 750 000 51185201 Public Works Construction management/supplementals/design $ 75 000 81490007 Public Works Construction management/supplementals/design $ 550 000 83991022 Public Works Construction management/supplementals/design $ 300 000 87390009 Public Works Construction management/supplementals/design $ 300 000 89288003 PROFESSIONAL SERVICE CONTRACTS PURCHASING CERTIFICATION go . 1 Requested by Public Works Utilities Division 2 Date August 28, 2003 3 Name of consultant United Storm Water, Inc 4 Description of work to be performed Maintenance of Pump Station Forebays 6 Amount of the contract $1,000,000 6 Are sufficient funds available to fund this contract?' ® Yes, ❑ No 7 Company number and object code where funds are budgeted 89288004 8 Is this contract generally described on the list of professional service contracts approved by the City Council? E Yes, ❑ No 9 Is this contract within $25,000 or 25% (whichever is less) of the amount stated on the list of professional service contracts approved by the City Council?, E Yes, ❑ No 10 Were (at least) informal written proposals requested of three consultants? E Yes, ❑ No 11 Attach list of consultants from whom proposals were requested (including a contact telephone number) P IV-a 15 e rel4o-e•\.e-e- D-P f &?17 ' Z7J 12 Attach proposed scope of work 13 Attach proposed payment schedule `' ,� ;4 o u K� f/O- 4- CHAKDAMADRIL, M nager Purchasing/Central Services 6521 ' If the answer to any these questions is No the contract will require approval from the City Council AMENDMENT NO 1 TO SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND UNITED STORM WATER, INC FOR MAINTENANCE OF STORM DRAIN PUMP STATION FOREBAYS THIS AMENDMENT is made and entered into the day of SP�fe� be , 2003, between the CITY OF HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as"CITY", and UNITED STORM WATER, INC , hereinafter referred to as CONTRACTOR WHEREAS, CITY and CONTRACTOR are parties to that certain agreement, dated September 10, 200a, entitled "Services Contract Between The City Of Huntington Beach And United Storm Dram Water For Maintenance Of Storm Dram Pump Station Forebays" which agreement shall hereinafter be referred to as the"Original Agreement,"and Since the execution of the Original Agreement, CITY and CONTRACTOR wish to amend the Agreement to extend the term thereof an additional one year, and increase the compensation to be paid in consideration of the additional work to be performed by CONTRACTOR, NOW, THEREFORE, it is agreed by CITY and CONTRACTOR as follows 1 TERM The term of this Agreement shall be one year from the date first above written 2 ADDITIONAL COMPENSATION In consideration of the additional services to be performed hereunder CITY agrees to pay CONTRACTOR as full payment for services rendered, an additional sum not to exceed One Million Dollars ($1,000,000) 3 REAFFIRMATION Except as specifically modified herein, all other terms and conditions of they Original Agreement shall remain in full force and effect o o � _ IN WITNESS WHEREOF, the parties hereto have caused this Agreement executed by and through their authorized offices the day, month and year first a5ove8 := written CO o ry r rn rn-T,;" C:) D 03agree/amend storm/8/28/03 1 1 UNITED STORM WATER, INC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By ,5 " v o s pnnt name ITS (circle one)Chairma residen ice President Mayor AND ATTEST By - $ City Clerk pnnt name ITS (circle one)Secretary/Chief Financial APPROVED AS TO FORM Officer/Asst Secretary Treasurer © City Attorney J�� 3 REVIEWED AND APPROVED INITIA D AND AP VED City<dimmistrator Director of Public Works 03agee/amend stornAM/03 2 \ 1 dy INSURANCE AND INDEMNIFICATION WAIVE MODIFICATION REQUEST 1 Requested by Howard Johson SEP 2 0- 2 Date September 19, 2003 - vry 1 3 Name of contractor/permittee United Storm Water, Inc V' a 4 Description of work to be performed Flood station forebay cleaning 5 Value and length of contract $1,000,000 - one year 6 Waiver/modification request Allow a $25 000 liability deductible 7 Reason for request and why it should be granted Obtaining the city required $0 deductible would be cost prohibitive to the contractor and they would decline the work 8 Identify the risks to the City in approving this waiver/modification None noted 9 0 ) 63 Di6partiinent ead Signature Da e APPROVALS Approvals must be obtained in the order listed on this form Two approvals are required for a request to be granted Approval from the City Administrator's Office is only required if Risk Management and the Attomey s Office disagree 1 Risk Management Approved ❑ Denied C Z' q Signature Date 2 City Attorney's Office pproved ❑ Denied C4 �� 103 Signature Date 3 City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved the completed waiver/modification request is to be submitted to the City Attorney s Office along with the contract for approval Once the contract has been approved this form is to be filed with the Risk Management Division of Administrative Services AUG-19-2003 14 42 TED STORM WATER 626 961 3166 P 02 J&\\X% mmbax--Mv� UNITED STORM WATER,, Inc '41111XWrPmtecmS Our'Water'Resources August 9, 2002 City of Huntington Beach 2000 Main Street Huntington Beach, California 992648 Attention Mr Chris Gray SUBJECT City of Huntington Beach Maintenance of Pump Station Forebays Dear Mr Gray United Storm Water, Inc (United) will be responsible for the supplying, equipment, supervision and labor to maintenance pump station forebays United Storm Water, Inc would like to extend our appreciation to the City of Huntington Beach Public Works Department for a successful maintenance pump station forebays project We are hopeful that the City is satisfied with the services United has provided to the clean pump station forebays maintenance protect We would also like to offer the Clty an extension of our contract for an additional year at the same rates. terms and conditions for a total of and not to exceed$1,000,000 00(one million dollars) We look forward to another successful year working with the City of Huntington Beach Public Works Department Thank you for this opportunity to provide these services to the City of Huntington Beach If you have any questions or need more information, please give me a call Sincerely, � �""`Z&YNV PAUL CORN Director of Operations 14000 E Valley Blvd #B•City of Industry CA91746-2801 m Toll Free (877)71 STORM•Fax(626) 961 3166 TOTAL P 02 su >ty Contracts Checklist for Submittal to City Clerk's Office 11 H nt 136 6 (Please transmit this form when your contract is ready to be filed in the City Clerk s office) To Connie Brockway, City Clerk x5404 I Name of Contractor United Storm Water, Inc 2 Purpose of Contract For Example Audit Services or Water Quality Testing Huntington Lake—Huntington Central Park Flood Station Forebay Cleaning 3 Expiration Date If no expiration date please put a tentative expiration date so the City Clerk's office can inquire of your department if the file is ready to inactivate September 10 2004 4 Amount of Contract $1,000,000 A Is the attached contract RELATED to a PREVIOUSLY SUBMITTED contract(renewa mendmen etc) RYES❑NO B Did you attach the LIST OF CONSULTANTS from whom proposals were requested—pursuant to HBMC 3 03100? ❑YESWN/A OR Is the attached contract a SOLE SOURCE? C_9r,{re,c f- 6 .Zt ezdvk L"f A A5�5`r ep✓I ❑YES 6i�NIA C Did you attach a COPY of the insurance certificate/waiver and send the ORIGINAL to Risk Management? RYES PLEASE INCLUDE CITY CLERK S OFFICE USE ONLY Category 'x-onow.-a Dafa fat ^ 77 Z"W 10",Qr-#6Q0 3f tN � ? s � �� „vY r �ke Public Works - Utilities f`� Department . .` ,.'yi'� ,�'A `' '�� "�"effi 3 r; 7 h0 DIm Date lte��3-"�4'2�+-,,'�``" 17 t � RECORDS DIV Chec City Gterk s Datat�ase fur Exish tFle- 0 DONE , g/forms/city clerk contract checklist doc SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND UNITED STORM DRAIN WATER FOR THE MAINTENANCE OF STORM DRAIN PUMP STATION FOREBAYS THIS AGREEMENT,made and entered into this }0th day of September.2002 , by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and UNITED STORM WATER, a California corporation, hereinafter referred to as "CONTRACTOR " WHEREAS, CITY has solicited bids for services, hereinafter referred to as 'PROJECT," generally described as maintenance of storm dram pump station fore bays in the City of Huntington Beach and more specifically described in the attached Exhibit A,and CONTRACTOR has been selected to perform said services, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged the parties covenant and agree as follows 1 STATEMENT OF WORK, ACCEPTANCE OF RISK CONTRACTOR shall furnish, at its own expense,all labor,plans,tools, equipment, supplies, transportation,utilities and all other items, services,applicable permits, and facilities necessary to complete and construct the PROJECT in a good and workmanlike manner CONTRACTOR agrees to assume the risk of all loss or damage arising out of the nature of the PROJECT,during its progress or prior to acceptance, from the action of the elements, from any unforeseen difficulties which may arise or be encountered in the prosecution of work, and for all other risks of any description connection with the work, including,but not limited to, all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as are herein expressly stipulated to be borne by CITY, and for well and faithfully 02agmduni*ed storml9/5/02 1 completing the work within the stipulated time and in the manner shown and described in this Agreement, and in accordance with the requirements of CITY under them for the compensation set forth in the accepted bid proposal 2 ACCEPTANCE OF CONDITIONS OF WORK PLANS AND SPECIFICATIONS CONTRACTOR acknowledges that it is fully familiar with all the terms, conditions and obligations of this Agreement and the Contract Documents (as hereinafter defined),the location of the job site, and the conditions under which the work is to be performed, and that it enters into this Agreement based upon its investigation of all such matters and is relying in no way upon any opinions or representations of CITY It is agreed that the Contract Documents are incorporated into this Agreement by this reference,with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its subcontractors, if any, shall be bound by said Contract Documents insofar as they relate in part or in any way, directly or indirectly, to the work covered by this Agreement The Scope of Services which CONTRACTOR agrees to perform is set forth in the attached Exhibit"A" "Contract Documents" as defined herein mean and include A This Agreement, B Bonds covering the work herein agreed upon, C Bid documents including the Notice Inviting Bids,the Special Instructions to Bidders and the CONTRACTOR's proposal, the plans and specifications (attached hereto as Exhibit "A"), D Any insurance that may be required 02Wee/umted stonn/9/5/02 2 Should there be any conflict between the terms of this Agreement and the bid or proposal of CONTRACTOR, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of said bid or proposal which is in conflict herewith 3 COMPENSATION CITY agrees to pay and CONTRACTOR agrees to accept as full compensation for the faithful performance of this Agreement, subject to any additions or deductions made under the provisions of this Agreement or the Contract Documents, a sum not to exceed One Hundred Twenty Four Thousand Six Hundred Eighty Dollars and fifty-five cents($124,680 55), as set forth in the Contract Documents,to be paid as provided in this Agreement 4 PAYMENT CIT Y shall pay CONTRACTOR for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit A The payments specified in Exhibit A shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement unless,pursuant to Paragraph 1 above, CITY approves additional compensation for additional services CONTRACTOR shall submit all billings for said services to CITY in the manner specified in Exhibit A, or, if no manner be specified in Exhibit A,then according to the usual and customary procedures and practices which CONTRACTOR uses for billing clients similar to CITY 5 COMMENCEMENT OF PROJECT CONTRACTOR agrees to commence the PROJECT within twenty(20)working days after notice to proceed is issued and shall diligently prosecute PROJECT to completion, excluding delays provided for in this Agreement 02agree/umted storm/9/5/02 3 6 TERM OF AGREEMENT The term of this Agreement shall be one year,unless CITY exercises its option to renew as set forth herein 7 TIME OF THE ESSENCE The parties hereto recognize and agree that time is of the essence in the performance of this Agreement and each and every provision of the Contract Documents 8 TERMINATION CITY reserves the right to terminate the agreement or any portion thereof, unilaterally at any time and for any reason by service of thirty(30)days written notice to CONTRACTOR CONTRACTOR understands that the completion of all tasks set forth in this Agreement are expressly conditioned on money being available to CITY to complete all tasks No representations, express or implied, are made as to funds being available to complete all tasks F Upon receipt of a notice of termination for convenience, CONTRACTOR shall, unless the notice directs otherwise,immediately discontinue the work and placing of orders for materials,facilities and supplies in connection with the performance of this Agreement, and shall, if requested,make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to CITY or, at the option of CITY, give CITY the right to assume those obligations directly, including all benefits to be derived therefrom CONTRACTOR shall thereafter do only such work as may be necessary to preserve and protect the work already in progress and to protect material and equipment on the job site 02agree/united storm/9/5/02 4 Upon such termination,subcontractor shall be entitled to payment in accordance with this Agreement only as follows (1)the actual cost of the prorata portion of work completed in conformity with this Agreement,plus, (2) such other costs actually incurred by CONTRACTOR as agreed to in writing by CITY There shall be deducted from such sums as provided in this subparagraph the amount of any payments made to CONTRACTOR prior to the C date of the termination of this Agreement CONTRACTOR shall not be entitled to any claim, claim of lien, or stop notice against CITY for any additional compensation or damages in the event of such termination In the event CITY shall terminate this Agreement A CONTRACTOR shall deliver copies of all writings prepared by it pursuant to this Agreement The term "writings" shall be construed to mean and include handwriting,typewriting,printing,photostating, pho*ographing, and every other means of recording upon any tangible thing any form of communication or representation, including letters, works,pictures,drawings, sounds or symbols,or combinations thereof B CITY shall have full ownership and control of all such writings delivered by CONTRACTOR pursuant to this Agreement C CITY shall pay CONTRACTOR the reasonable value of services rendered by CONTRACTOR pursuant to this Agreement,provided,however,CITY shall not, in any manner, be liable for lost profits which might have been made by CONTRACTOR had CONTRACTOR completed the services required by this Agreement In tlus regard, CONTRACTOR shall furnish to CITY such financial information as, in the judgment of the CITY 02agmdumted storm/9/5/02 5 representative , is necessary to determine the reasonable value of services rendered by CONTRACTOR In the event of a dispute as to the reasonable value of the services rendered by CONTRACTOR,the decisions of the Director of Public Works shall be final The foregoing is cumulative and does not affect any right or remedy which CITY may have in law or equity 9 RENEWAL In its discretion CITY may renew this Agreement upon its expiration The terms and conditions of the renewed agreement will remain the same as this original Agreement unless both parties agree in writing to an amendment CONTRACTOR will be bound by the renewed agreement should CITY exercise its option to renew If negotiations are still in progress at the end of any one year term previously agreed upon,the CITY and the CONTRACTOR shall continue performance as required herein on a month-to-month basis until either a new agreement is entered into or the CITY terminates the relationship in accordance with the provisions contained in the above paragraph During such period of month-to-month operation while negotiations are in progress,the CONTRACTOR shall be obligated to continue performance for at least thirty(30) days after written notice to the CITY of its decision to terminate the relationship and the CITY shall be obligated to give consideration to the CONTRACTOR for such additional performance at the usual rate of payment as provided herein 10 REMEDY ON BREACH In the event that CONTRACTOR shall breach,or fail to execute in good faith, any of the terms or conditions of this Agreement,and should CONTRACTOR fail to cure such 02agreduniW stomV9/5/02 6 breach or failure within ten (10) calendar days after CITY gives written notice thereof, the CITY may terminate this Agreement and complete the work to be accomplished hereunder for the account and at the expense of CONTRACTOR CONTRACTOR shall be liable for any excess cost to CITY over the original contract price In the event CITY completes the work,or causes the work to be completed,no sum shall be paid to CONTRACTOR until the work is complete All costs of completion shall be deducted before any payment to CONTRACTOR is made If the unexpended portion of the contract price is less than CITY's cost to complete, CONTRACTOR shall pay CITY a sum equal to said difference on demand The remedies contained in this section are cumulative and are in addition to all other rights of CITY pursuant to this Agreement and at law or in equity 11 CHANGES CONTRACTOR shall adhere strictly to the Scope of Services set forth in Exhibit A unless a change therefrom is authorized in writing by the Department of Public Works (the Department) CONTRACTOR agrees to make any and all changes, furnish materials and perform all work necessary within the scope of the PROJECT as the Department may require in writing Under no condition shall CONTRACTOR make any changes without the written order of the Department, and CITY shall not pay any extra charges made by CONTRACTOR that have not been agreed upon in writing by the Department CITY reserves the right to make such increases or decreases in the quantity of any item of work to be performed or furnished under this Agreement,and in the event that any such increase or decrease in the quantity of work to be performed or furnished is so ordered,the amount to be paid CONTRACTOR under this Agreement shall be correspondingly increased or decreased, as the case may be, in proportion to the increased or decreased quantities of work 02agee/umted stonn/9/5/02 7 12 DIFFERING SITE CONDITIONS A Notice The CONTRACTOR shall promptly, and before any conditions are disturbed, notify the DPW in writing of (1) Subsurface or latent physical conditions at the job site differing materially from those indicated in this Agreement or the Contract Documents, or (2) Unknown physical conditions at the job site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent to work of the character to be performed under this Agreement The DPW shall promptly investigate the conditions and if it finds that such conditions do materially so differ and cause an increase or decrease in the time required for performance of any part of the work under this Agreement, whether or not changed as a result of such conditions, an equitable adjustment shall be made and the Agreement modified in writing accordingly, B Time Extension No claim of the CONTRACTOR under this Section shall be allowed unless the CONTRACTOR has given the notice required hereunder,provided however,the time prescribed therefor may be extended by CITY 13 SAFETY PRACTICES CONTRACTOR shall comply fully with all laws, orders,citations,rules, regulations, standards and statutes,with respect to occupational health and safety,the handling and storage of hazardous materials,accident prevention,safety equipment and construction practices CONTRACTOR shall conduct inspections to determine that safe working conditions and equipment exist and accepts sole responsibility for providing a safe place to work for its employees and for employees of its subcontractors and suppliers of material and equipment,if 02agredumted stomV9/5/02 8 any, for adequacy of and required use of all safety equipment and for full compliance with the aforesaid laws, orders,citations, rules, regulations, standards and statutes 14 WARRANTIES The CONTRACTOR unconditionally guarantees all work done under this Agreement including, but not limited to, any workmanship, installation, fabrication, material or structural facilities maintained CONTRACTOR, within ten (10)days after notice by CITY of any defect in the work, shall have the option to make appropriate repairs or replace the defective work Upon expiration of such ten-(10) day period, CITY may then make appropriate repair, replacement or rework at CONTRACTOR's risk and expense 15 INDEPENDENT CONTRACTOR It is understood and agreed that the CONTRACTOR is, and shall be, acting at all times hereunder as an independent contractor and not an employee of CITY CONTRACTOR shall secure at its 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 CONTRACTOR and its officers,agents and employees and all business licenses, if any, in connection with the PROJECT 16 INDEMNIFICATION, DEFENSE, HOLD HARMLESS CONTRACTOR 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 defense costs, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to CONTRACTOR's employees and damage to CONTRACTOR's property, ansmg directly or indirectly out of the obligations or operations herein undertaken by 02agmdunrted stonW9/5/02 9 CONTRACTOR, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY CONTRACTOR will conduct all defense at its sole cost and expense and CITY shall approve selection of CONTRACTOR's counsel CITY shall be reimbursed for all costs and attorney's fees incurred by CITY in enforcing this obligation This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR 17 WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Code section 1861, CONTRACTOR acknowledges awareness of section 3700 et seq of said Code,which requires every employer to be insured against liability for workers' compensation, CONTRACTOR covenants that it will comply with such provisions prior to commencing performance of the work hereunder CONTRACTOR shall maintain workers' compensation insurance in an amount of not less than One Hundred Thousand Dollars($100,000)bodily injury by accident,each occurrence, One Hundred Thousand Dollars($100,000)bodily mjury by disease,each employee, Two Hundred Fifty Thousand Dollars($250,000) bodily mjury by disease,policy limit CONTRACTOR shall require all subcontractors to provide such workers' compensation insurance for all of the subcontractors'employees CONTRACTOR shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and CONTRACTOR shall similarly require all subcontractors to waive subrogation 02ag duetted storm/9/5/02 10 18 INSURANCE In addition to the workers' compensation insurance and CONTRACTOR's covenant to indemnify CITY, CONTRACTOR shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT Said policy shall indemnify CONTRACTOR, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or in connection with the PROJECT, and shall provide coverage in not less than the following amount combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability,of$1,000,000 per occurrence If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than$1,000,000 Said policy shall name CITY, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that CON IRACTOR's insurance shall be primary Under no circumstances shall said above-mentioned insurance contain a self-insured retention,or a"deductible"or any other similar form of limitation on the required coverage 19 CERTIFICATES OF INSURANCE, ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, CONTRACTOR shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement, said certificates shall 1 provide the name and policy number of each carrier and policy, 2 shall state that the policy is currently in force, 02agee/unrted storm/9/5/02 I I 3 shall promise to provide that such policies will not be canceled or modified without thirty(30) days' prior written notice of CITY, and 4 shall state as follows "The above-detailed coverage is not subject to any deductible or self-insured retention, or any other form of similar-type limitation " CONTRACTOR shall maintain the foregoing insurance coverages in force while working under this Agreement The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by CONTRACTOR under the Agreement CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance CONTRACTOR shall pay, in a prompt and tunely manner,the premiums on all insurance hereinabove required A separate copy of the additional inured endorsement to each of CONTRACTOR's insurance policies,naming the CITY,its officers and employees as Additional Insureds shall be provided to the City Attorney for approval prior to any payment hereunder 20 NON-ASSIGNABILITY CONTRACTOR shall not sell, assign,transfer, convey or encumber this Agreement,or any part hereof,or any right or duty created herein, without the prior written consent of CITY and the surety 21 CITY EMPLOYEES AND OFFICIALS CONTRACTOR 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 02agmdumted stomn/9/5/02 12 any financial interest to this Agreement in violation of California Government Code sections 1090 et seq 22 NOTICES All notices required or permitted hereunder shall be delivered in person or by registered or certified mail to the following authorized representative of the party to whom delivery is to be made, at the place of business of such party, or to any other place designated in writing by such party FOR CITY FOR CONTRACTOR Director of Public Works Eduardo Perry, Jr, President City of Huntington Beach United Storm Water 2000 Main Street 14000 East Valley Boulevard Huntington Beach,CA 92648 City of Industry, CA 91746 23 AFFIDAVITS OF SATISFACTION OF CLAIMS 4fter the completion of the work contemplated by this Agreement, CONTRACTOR shall file with the DPW its affidavit stating that all workers and persons employed all firms supplying materials and all subcontractor-,upon PROJECT have been paid in full and that there are no claims outstanding against PROJECT for either labor or material, except certain items, if any,to be set forth in an affidavit covering disputed claims, or items in connection with Notices to Withhold which have been filed under the provisions of the statutes of the State of California 24 WAIVER OF CLAIMS The acceptance by CONTRACTOR of the payment of the final certificate shall constitute a waiver of all claims against CITY under or ansing out of this Agreement 02agredumted stoen/9/5/02 13 25 BONDS CONTRACTOR shall, prior to entering upon the performance of this Agreement, furnish the following three bonds approved by the City Attorney One in the amount of one hundred percent of the contract price to guarantee the CONT RACTOR's faithful performance of the work, one in the amount of one hundred percent of the contract price to warrant such performance for a period of one (1) year after CITY's acceptance thereof, and one in the amount of one hundred percent of the contract price to guarantee payment of all claims for labor and materials furnished 26 CAPTIONS Captions of the section of this Agreement are for convenience and reference only, and the words contained therein shall in no way be held to explain,modify,amplify or aid in the interpretation,construction or meaning of the provisions of this Agreement 27 IMMIGRATION CONTRACTOR shall be responsible for full compliance with the immigration and natuialization laws of the United States and shall, in particular,comply with the provisions of U S C Section 1324a regarding employment venfication 28 LEGAL SERVICES SUBCONTRACTING PROHIBITED CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 02agee/united stomV9/5/02 14 29 ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this agreement or to secure the performance hereof, each party shall bear its own attorney's fees 30 ENTIRETY The foregoing, and Exhibit "A"attached hereto, set forth the entire Agreement between the parties IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day,month and year first above written KITED STORM WATER C fTY OF HUNTINGTON BEACH, a municipal corporation of the State of By Z' , / California 4 /1 Eduardo Perry,Jr r t ident AND Mayor By_ - ATTEST Robert Pina, Secretary REVIEWED AND APPROVED City Clerk APPROVED AS TO ORM Cit dmuustrator City Attorney (0-65 °y g'6 �D AND AP VED /D b Director of Public Works 02agree/united storm/9/5/02 15 Project Bid Schedule SEDIMENT AND DEBRIS REMOVAL Item Estimated Unit Extended .No uantity Items with pncewTitten in words Price Amount Mobilization Forty—eight hundred Dollars Lump Sum 00/100 Cents S 4,800 00 f S 4,800,00 Per I L nclasstned Excavation Two—hundred fifty—five Dollars ? Cubic Yards Twenty—nine Cents S 255 29 575,310 55 Per cubic vard f Dewatering—Slater Pumt)Station @ Thirty Dollars 3 Lump Sum 00/100 Cents S 30 00 ` S 3,000 00 i lDewatering all pump Stations except Slate- ( Pump Station Thirty Dollar Lump Sum 30 00 s5,850 00 h ( 00/100 Cents I { i { Diboosal of solids non-RCRA lead(ro a I chlorinated materials) To assume Claba 11 disposal l 5 CubicYara One Hundred Fifteen Dollars i I i 00/100 Cents S 115 00 S 33,810 00 Per cubic Sara I f 1 Disposal of solids to assume Class III disposal @ Suety Dollars 6 Cubic Yard A 00/100 Cent , S 60 00 i S 60 00 Per cubic,.ard ( Anal vcal Costs li @ One hundred eighty—five Dollars 4 f Lamp sum 00/100 Ce*its s 185 00 S 185 00 } i TOTAL FOR SEDIMENT AND DEBRIS RE-WO-VA-1- IN FiGL PES S 124,680 55 TOTAL FOR SEDIMENT AND DEBRIS REMO� AL IN T,t 0RDS L Qne Hundred Twenty-Four Thousand Six Hundred Eighty and Fifty-Five Cents I SEP-19-2003 09 30 UNITED b2b 9b1 3?99 P 02 03 ACCIRDq CERTIFICATE CF LIABILITY INSUR CE DATFI 9/119/039JD3Yi �I PRODUCER 818 464 9300 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Speare & Company ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Calif License #0697201 HOLDER THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 15303 Ventura Blvd 7th Floor Sherman Oaks CA 91403 INSURERS AFFORDING COVERAGE INcuRED United Storm Water Inc NSUMR A, Zurich AmOrlcan ins Co 14000 E Valley Blvd NSUREA9 Steadfast Insurance Co City of Industry CA 91746 NSURERC State Compensation r9LPER0 Revised r.SUFEF E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUgED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER OCCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE V IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAMS INSR TYPE OF INSURANCE POLICY NUMBER �1CY EFFEC I POLICY EXPIRATION LIMIT6 LTRA GENERAL LIABILITY GLOS25843200 1 It1 6/02 1 1/16J03 EACH OCCURFENCE 1000000 )( COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Ary one(N) 8 50000 CLAMS MADE 7 OCCUR MED EXP IAtW ai Dwr an) s 5000 PERSONAL&ADV INJURY 1000000 GENERAL AGGREGATE a 1000000 WN L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP OP AGjGj a 1000000 x POLIGY PFla LOC A AUTOMOBILE LIABILITY BAP525843300 1116102 11 A 6t03 COMBINED SINGLE LIMIT 3 1000000 X ANY AUTO iEa=00MTi ALL OVNED AUTOS BODILY INJURY a SCHEDULED AUTOS LAS ip Poi pw oon) X HIRED AUTOS �.•) r'I}A°1; _— fl001Lr mJukY g NON OV NED AUTOS ;;ARNEYM ��ecclWnil X X MCS 90 ,/A PROPERTY DAMAGEE GARAGE LIABILITY AUTO CNLY EA ACCIDENT a AN a AUTO OTHER THAN EA ACC $ AUTO ONLY AGG 8 ES(CESb LIABILITY SE0525843800 "116/02 1 1/1 6/03 EACH OCCUSFENCE 5000000 OCaJF: CLAIMS MAOt AC ;*G,A.TE a 5000000 DEDUCTIBLE S X RETENTION 10000 C WORKERS COMPENSATION AND 1571364 /0143 1/01/04 X T EMPLOYERS LIABILITY EVIDENCE ONLY EL EACH AcgoENT o 1000000 E L DISEASE EA EMPLOYEE 1000000 EL DISEASE POLICYLIMIT 8 1000000 g OTHER PEC525842900 ill6/02 11/16/03 PROF LIABILITY/ POLLUTION LIAR $1 000 000 TOTAL LIMIT& E&0 CLAIMS MADE)-- OCC FORM ANNUAL AGG S/T 25,000 DED DESCRIPTION OF OPERATIONS0.0CATIONSA/EHICLESEXCLUMONS ADOW BY ENDORSEMENT 6PE.&.PROVISIONS THE CITY OF HUNTINGTON BEACH ITS AGENTS OFFICERS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSUREDS AS PER TERMS AND CO'v71TIONS OF THE I CONTRACT 10 DAYS NOTICE FOR NON PAYMENT OF PREMIUM I CERTIFICATE HOLDER X ADDITIONAL INSUPFO INSURER LETTER CANLELLATION CITY OF HUNTINGTON BEACH WOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ^.ATE THEREOF THE ISSUING INSURER WILLXd MAIL 30 DAYS WRITTEN 17371 GOTHARD STREET NOTII E TO THE CERTIFICATE HOLDER NAMED TO THE LE)T K)RXXXABK xxX HUNTINGTON BEACH CA 92647 �aocato cbx�I ,arxxwc�aa�c r®a�oxX !u'HOR12k0 IVE _41 a 41. ACORD 25 S (7/97) By A ACORD CORPORATION 1988 -cm 1 n ^30-7 99/z, P 02 mar SEP-19-2003 10 22 UNITED 626 9b1 3799 P 02102 IMPORTANT It the certificate holder is an ADDITIONAL INSURED the po icypesl must oe endorsed A statement on this certificate does not confer rights to ine certificate holaer in lieu of such entlorsemenTisl If SUBROGATION IS WAIVED subject to the terms and conditions of me policy certain policies may require an endcrsemani A statement an this certificata does not confer rights to the certificate power in lieu of such enoorsementlsl DISCLAIMER The Certificate of Insurance on the reverse side of this form 4oes not constttute a contract between ine issuing insurerlsl autnonztd rcprescrttative or producer and Trio car%f cats holder nor does a affirmatively or negatively amend extend or aiTer ine coverage afforded by the policies listed thereon THE CITY of HUNTINCTON BEACH, ITS AGENTS, OFFICERS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSUREDS AS PER TERMS AND CONDITIONS OF THE CONTRACT ACORD 25 S (7197) TOTAL P 02 cco_�o—^�rara� 1 M I A t rrn nn 0 raj Addendum Number One to the Management Service Agreement dated October 2, 2002 between Pitney Bowes Management Services and City of Huntington Beach The Management Services Agreement is hereby amended as follows effective October 14, 2002 A Pitney Bowes Management Services One (1) Full time PBMS Employee Mail Management of the Utility Billings for the City B Pricing The total cost of the additional Labor is$3,400 per month The current Management Fee of$5,000 will increase by$3,400 per month The new Management Fee will be $8,400 All other terms and conditions of the original contract shall remain in full force and effect City of Huntington Beach Pitney Bowes Management Services 2000 Main Street 1149 South Broadway Huntington a , CA 9 48 Los Angeles, CA 90015 By By Name CLAY MARTIN Name Title DIREC)OR OF ADMIN SERVICES Title Date Date JF � 11_ ANAL MANAGEMENT SERVICES AGREEMENT 1 This MANAGEMENT SERVICES AGREEMENT ( Agreement )is made as of October 1 2002 by and between Pitney Bowes Management Services Inc ( PBMS )a Delaware corporation with its principal place of business at One Elmcroft Road Stamford Connecticut 06926-0700 and City of Huntington Beach a municipal government with offices at 2000 Main Street Huntington Beach CA 92648 ( Customer') SECTION 1 Term 101 This Agreement shall become effective as of the commencement date set forth in Exhibit A (the Commencement Date ) and shall remain in effect for a period of five (5) years from such date unless sooner terminated pursuant to the terms hereof Thereafter unless notice of termination is given by either party to the other party at least sixty (60) days prior to the end of the initial five (5)year term the term of this Agreement shall continue on a year-to-year basis until terminated by either party by giving notice to the other party at least sixty (60) days prior to the end of any subsequent one (1) year renewal term SECTION 2 Agreement to Provide Services 201 PBMS will establish a management services center(s) at the location(s)set forth in Exhibit A(each a Center') PBMS will provide to Customer the management services detailed in Exhibit B as may be amended from time to time(the Services ) in accordance with the terms and conditions set forth herein using the equipment set forth 1n Exhibit C(the Equipment ) Customer shall pay the prices charges and amounts based on rates all as set forth in Exhibit D(collectively the Prices )for the provision of Services by PBMS SECTION 3 Services to be Provided 301 Intentionally deleted 302 Any material change to the Services including without limitation reduction or enhancement of equipment personnel or services and any associated change in the Prices must be agreed to in writing by both parties Should any such material change occur Customer and PBMS will enter into pricing negotiations pnor to implementing a Price change All such changes will be implemented upon execution of a written agreement-confirming the Price change(s) 303 PBMS will furnish the supplies listed in Exhibit C Customer shall furnish all other supplies necessary for the performance of the Services 304 Services shall commence on the Commencement Date or on such later date as the parties may agree upon in writing 305 PBMS will provide the Services during the hours specified in Exhibit A PBMS may vary staffing as it deems appropriate to reflect Customer's workload activity Upon the giving of reasonable notice by Customer to PBMS additional people in excess of those regularly scheduled to work and additional hours of operation will be provided to Customer in which event PBMS will charge Customer for such additional persons and/or hours according to the overtime fees set forth in Exhibit D 1 306 For a period to be mutually agreed upon by Customer and PBMS prior to the Commencement Date PBMS and Customer will coordinate all steps necessary for an {C0003199 6) Form 1/29/02 Last printed 10/10/2002 9 22 AM orderly transition of the Services to PBMS During such period PBMS will provide such personnel as is appropriate to assist Customer in setting up the Center and Customer shall pay start up fees as set forth in Exhibit D SECTION 4 Standards of Performance, Warranty Disclaimer 401 All Services shall be performed in a manner substantially consistent with the standards of performance set forth in Exhibit B (the Standards of Performance )and in a manner that is skillful and workmanlike 402 In the event that PBMS performs any component of the Services in a manner that 1s not substantially consistent with the Standards of Performance Customer shall notify PBMS Upon such notification PBMS shall promptly take steps to correct or redo the applicable component of the Services 403 in the event PBMS consistently fails to perform significant components of the Services in a manner substantially consistent with the Standards of Performance Customer shall notify PBMS in writing specifying in reasonable detail documented instances of performance inconsistent with the Standards of Performance Within five(5) business days of such notification PBMS shall either correct the deficiencies or submit a comprehensive corrective action plan to Customer for approval which approval shall not be unreasonably withheld conditioned or delayed PBMS failure to correct the deficiencies or comply with such corrective action plan within the time specified in the plan shall constitute non performance by PBMS Customer shall then have the option of terminating this Agreement as set forth in Section 14 02 as a sole and exclusive remedy for any breach of the Standards of Performance 404 THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY PBMS PBMS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION REPRESENTATIONS WARRANTIES AND CONDITIONS OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE PBMS DOES NOT REPRESENT OR WARRANT THAT (i)THE SERVICES WILL MEET CUSTOMERS REQUIREMENTS (u)THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR(ui) THAT ALL ERRORS IN THE SERVICES CAN BE CORRECTED SECTION 5 Personnel 5 01 PBMS will provide personnel required to perform the Services PBMS shall be solely responsible for the supervision daily direction and control of its employees In addition PBMS shall be responsible for payment of all compensation benefits and employer taxes relating to such persons(including workers compensation and disability) Furthermore PBMS employees shall not be eligible for Customer's employee benefits 5 02 1 Customer will grant PBMS personnel access to the Center(s) and other work areas where the Services are to be performed as well as Customer's common areas including parking and cafeterias PBMS personnel will observe Customer's normal rules and regulations in effect from time to time as made known to PBMS by Customer and at all times will conduct themselves in a professional and appropriate manner (C0003199 6) Form 1/29/02 -2 Last printed 10/10/2002 9 22 AM 503 Nonsolicitation (a) Customer agrees that during the term of this Agreement and for a period of one(1) year after the termination of this Agreement it will not(i) hire any person who is at any time during the term of this Agreement an employee of PBMS or an independent contractor of PBMS (ii)solicit entice induce or encourage any person who is at any time during the term of this Agreement an employee of PBMS or an independent contractor of PBMS to become employed or retained by Customer or any other person corporation or entity or(iii)approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other person corporation or entity in each case without the express written consent of PBMS which consent may be withheld in the sole and absolute discretion of PBMS The provisions of this Section 5 03 shall survive termination of this Agreement as necessary to effect its purpose (b) If Customer violates Section 5 03(a) Customer shall compensate PBMS with a one-time settlement equal to(i)the annual salary of each exempt employee involved plus (ii)one-half(1/2)the annual wages of each non-exempt employee involved calculated at the last applicable rate of pay of each such former employee SECTION 6 Contract Administration and Management Reporting 601 Customer shall designate a Contract Administrator for this Agreement who will serve as the liaison between PBMS and Customer PBMS will direct all questions regarding this Agreement and the Services to the Contract Administrator and shall be fully protected in relying upon instructions and approval from the Contract Administrator 602 PBMS shall designate a Customer Service Lead Associate for this Agreement The Customer Service Lead Associate will be in charge of the day-to-day delivery of Services hereunder and will be the point of contact for all operational issues that arise 603 PBMS will provide activity reports to Customer within established time frames and in a format mutually agreed upon by both parties 604 PBMS shall maintain accurate records of all amounts billable to and payments made by Customer under this Agreement in accordance with generally accepted accounting principles PBMS shall preserve such records for a period of two(2)years after the termination of this Agreement Customer shall have access to such records upon prior written request to PBMS at all reasonable times during PBMS normal business hours during the period in which PBMS is required to maintain such records for the purpose of verifying the accuracy of Customer billings 605 The respective party will provide prior notice to the other party of any change in the Contract Administrator or Customer Service Lead Associate SECTION 7 Facilities 701 Customer will make available to PBMS at no cost to PBMS an area(s)of the size and type as mutually agreed upon by the parties at Customers facilities for establishment of the Center Customer will provide to PBMS at no cost to PBMS a secure location for the temporary storage of packages 702 Customer shall be responsible for(i)the preparation of the designated space in its facility for the Center prior to the Commencement Date including but not limited to (C0003199 6) Form 1/29/02 -3- Last printed 10/10/2002 9 22 AM removal or rearrangement of walls and partitions as required installation or rearrangement of shelving units tables or similar equipment and electric power and wiring local telephone service and air ventilation and cooling required for installation or operation of the Equipment all as mutually agreed upon by the parties and (►►)the cost of the installation of the Equipment Customer will keep PBMS advised of the progress of preparing the Center and PBMS will provide assistance as PBMS deems necessary 703 PBMS shall advise Customer of the scheduled installation of the Equipment such installation to take place where possible on or prior to the Commencement Date Customer shall complete the preparation of the designated space at the Center and cooperate with PBMS in a manner which permits PBMS to cause all such Equipment to be installed and operational on or prior to the Commencement Date of this Agreement 704 Customer shall also provide at its cost such office equipment as PBMS and Customer shall mutually agree to in order to operate the Center Such equipment shall include without limitation the office equipment set forth in Exhibit C and desks telephones file cabinets sorting bins mail carts tables and chairs 705 Customer shall at all times be responsible for providing all services reasonably necessary for the operation of the Center at Customer's expense including but not limited to maintenance utilities(including without limitation access to a single analog telephone line for a PBMS Manager Workstation) safety security HVAC lighting and custodial services 706 As soon as practicable following execution of this Agreement Customer shall furnish PBMS for each of the facilities at which the Services are to be performed hereunder (►) its rules and regulations (►►) floor plan (►►►)office directory and (►v) such other information as is necessary or as PBMS may reasonably request for PBMS to perform the Services SECTION 8 Equipment 801 Intentionally deleted 802 During the term of this Agreement Customer shall continue in force at Customer's expense maintenance and repair service contracts with respect to any Equipment owned leased or rented by Customer to be used at the Center Unless otherwise agreed to by the parties Customer does hereby authorize PBMS to contact such service providers as is necessary to maintain and/or repair the Equipment so that the operations of the Center may continue uninterrupted Customer shall inform such service providers of PBMS authority and shall direct them to respond to PBMS requests for service Customer shall be responsible for the payment of all costs associated with the maintenance and repair of the Equipment 8 03 The Equipment shall at all times remain the property of either PBMS lessor renter or Customer each as indicated in Exhibit C it being expressly agreed that neither this Agreement nor its performance shall transfer to PBMS or to Customer any right title or interest whatsoever in or to any Equipment that is not shown to be owned by such party in Exhibit C provided however that upon termination or expiration of the Agreement Section 14 04 shall govern the obligations of the parties with respect to the Equipment With respect to any Equipment owned by PBMS Customer agrees by signing this Agreement to execute a Form UCC-1 or similar form for filing with appropriate State authorities for the purpose of giving notice of PBMS ownership of such Equipment (C0003199 6) Form 1/29/02 -4- Last printed 10/10/2002 9 22 AM 804 Intentionally deleted J SECTION 9 Prices and Payment Terms 901 The start up fees stated in Exhibit D shall apply and shall be payable according to the terms of Exhibit D 902 Prices for Services to be provided hereunder shall be billed as of the Commencement Date 903 All Prices including without limitation any minimum monthly charges shall be increased annually by five percent(5%)over the last prevailing Price at each anniversary of the Commencement Date 904 All Prices provided for in this Agreement are exclusive of all federal state municipal or other governmental excise sales use or similar taxes which taxes will be billed to Customer if required to be collected and remitted by PBMS In this regard whether any such taxes are required to be collected and remitted shall be determined by PBMS in its sole discretion if PBMS has received written guidance from a tax authority stating such taxes are applicable to the Services and any ancillary goods or services Personal property taxes for Equipment owned or leased by PBMS state and local privilege and excise taxes based on gross revenue and taxes based on or measured by PBMS net income shall be paid by PBMS unless the parties otherwise agree 905 All Prices that are recurring monthly charges for Services to be provided including management fees minimum monthly charges and other fixed fees will be billed in advance at the beginning of each month for the current month Prices for charges for Services in excess of the minimum monthly charges if any including but not limited to overtime reprographics overages and other charges incurred will be billed in the month following the month in which such charges were incurred Payments are due not later than thirty(30)days after date of invoice All amounts that are thirty(30)days past due will be subject to a monthly service charge of 1 0% of the outstanding balance 906 Customer shall directly pay for postage including any postage payment required for the private carriage of mad for courier and express mad fees for mailroom supplies (envelopes boxes etc)and for similar expenses 907 PBMS has developed expertise in reducing its customers general operating costs by identifying efficiencies in a customers business operations and favorable pricing from third party vendors for their goods and services Customer acknowledges that it would benefit from-PBMS cost reduction expertise and agrees to provide PBMS an incentive to identify same by sharing with PBMS any gain or benefit it receives as a result of PBMS efforts Therefore the parties agree that PBMS may from time to time identity and propose to Customer specific operations goods and/or services where Customer's costs can be reduced utilizing the form attached hereto as Exhibit F The proposal(s)shall include the identification of the business operation(s) goods and/or services the proposed changes in same and the projected cost savings based on the price the Customer is paying at the time of the proposal(s) Within thirty(30)days of Customer's receipt of a proposal Customer shall either approve or reject the proposal by executing the form accordingly and delivering same to PBMS PBMS will then implement the cost savings in the approved proposal(s)within sixty(60)days of its receipt of said written approval PBMS shall receive a fee of fifty percent(50%)of the cost savings for the first six months and twenty five percent(25%)of cost savings for the next twelve months from the initial date of cost savings regardless of any termination or expiration of this Agreement PBMS shall provide Customer with monthly reports as to the amount of the (C0003199 6) Form 1/29/02 -5- Last pnnted 10/10/2002 9 22 AM cost savings and PBMS share of the cost savings shall be billed to and paid by Customer monthly in arrears Customer shall cooperate with PBMS in implementing the cost savings and provide documentation reasonably necessary to calculate and confirm the cost savings Areas for cost savings shall include but are not limited to private mail carrier and delivery services postage presort courier services labor facility costs and expenses office supplies business equipment and general business services Customer agrees not to circumvent PBMS by implementing any cost savings proposed by PBMS without paying the fee set forth above while this Agreement is in effect and for a period of two(2)years after expiration or termination for any reason Customer acknowledges that the proposed cost savings are estimated and may not reflect the actual savings over time Should PBMS default by failing to implement the estimated cost savings in a proposal in a timely manner upon thirty(30)days prior written notice to PBMS by Customer and PBMS failure to cure such default within said time period Customer may terminate that proposal as its sole remedy SECTION 10 Insurance 1001 PBMS shall at all times during the term of this Agreement maintain the indicated levels of the following types of insurance with camers that maintain a Best rating of A or better A General Liability $4 000 000 B Workers Compensation Statutory C Employer's Liability $2 000 000 D Automobile Liability $2 000 000 E Employee Crime Liability $5 000 000 10 02 PBMS shall furnish to Customer upon request, a standard form Certificate of Insurance naming Customer as an additional insured under PBMS general liability coverage with respect to provision of PBMS Services at Customer's Center(s) Such Certificate of Insurance shall also provide that the insurer shall endeavor to give Customer notice thirty(30)days prior to cancellation of any policy referenced in the certificate SECTION 11 Indemnification 1101 Each party agrees to indemnify and hold harmless the other its respective directors officers and employees from all losses claims of losses damages and expenses (including without limitation court costs and reasonable attorneys fees)asserted against the indemnified party by third parties and directly and proximately caused by the negligent acts or omissions or misconduct of the indemnifying party its directors officers or employees 1102 The party claiming indemnification under this Section 11 (the indemnified party")shall promptly notify the other party(the indemnifying party )of such claim The indemnifying party shall have the right to control the defense of the claim including the right with the consent of the indemnified party(which consent shall not be unreasonably withheld conditioned or delayed) to compromise or settle such claim The indemnified party shall participate in such defense if requested to do so by the indemnifying party and shall be reimbursed for its reasonable direct out-of pocket expenses incurred as a result of such participation 1103 Customer shall be responsible for ensuring that it has appropriate rights to all materials that it directs PBMS to copy use or distribute and shall indemnity and hold harmless PBMS its directors officers agents and employees from and against any and all suits actions legal proceedings claims demands or costs arising from such copying use or distribution at the request or instructions of Customer if applicable (C0003199 61 Form 1/29/02 -6- Last printed 10/10/2002 9 22 AM 11 04 PBMS maximum liability under this Section 11 is limited to those amounts set forth in Section 13 SECTION 12 Confidentiality and Protection of Intellectual Property 1201 PBMS acknowledges that in providing the Services hereunder it may have access to confidential or proprietary information of Customer PBMS agrees to use such information that is identified in writing by Customer as being confidential or proprietary only to fulfill its obligations under this Agreement and agrees to hold such information in confidence 1202 PBMS shall inform its employees and independent contractors who require access to information of Customer in order for PBMS to perform the Services hereunder of the confidentiality obligations set forth in Section 12 01 above and PBMS shall cause them to abide by such obligations 1203 Customer agrees that all confidential or proprietary information used or created by PBMS to provide Services shall be and remain the sole and exclusive property of PBMS or its licensors including software accounting systems(including but not limited to PBMS Business Practice Standards/ISO 9000 Work Flows Manager Workstation Quick Guide Reference Operations Manual Distribution Matrix Interoffice Mad Testing Procedures Site Implementation Plan and forms report forms and like material including Works Made for Hire(all collectively PBMS Information ) Customer further agrees that it shall not use such PBMS Information for any purpose not directly related to the provision of Services by PBMS Customer also agrees that upon termination of this Agreement such PBMS Information shall immediately be returned by Customer to PBMS 12 04 Notwithstanding the provisions of Section 12 03 the records and data generated by PBMS and delivered to Customer shall not be considered PBMS Information and may be retained by Customer SECTION 13 Limits on Liability 1301 PBMS liability hereunder for any claim of whatever nature shall be limited to the amounts recovered from PBMS insurer under the insurance identified and subject to the limits stated in Section 10 except that PBMS shall not be liable for more than Two Hundred Dollars ($200) per document envelope or package in the event of physical loss damage or delay in delivery 1302 In no event-shall either party to this Agreement be liable to the other for special punitive incidental consequential or indirect damages including without limitation lost profits loss of data business opportunity or goodwill even if such party had knowledge of or could reasonably foresee the possibility thereof SECTION 14 Termination 1401 PBMS shall have the right to terminate this Agreement immediately at any time if Customer fails to make timely payment of any amount due hereunder and such default continues for a penod of twenty(20)days after written notice of such default to Customer The City of Huntington Beach may terminate this Agreement with 30 days written notice if its City Council fails to appropriate funds annually in conjunction with this contract 14 02 in the event of substantial non-performance as described in Section 4 03 and PBMS (C0003199 6) Form 1/29/02 -7- Last pnnted 10/10/2002 9 22 AM r� failure to correct deficiencies or submit a corrective action plan in accordance with and within the time specified in Section 4 03 Customer shall have the right to terminate this 1 Agreement with respect to the Center at which such non-performance has occurred upon thirty(30)days prior written notice to PBMS Such termination shall be Customer's sole remedy for breach of any Standards of Performance 1403 In addition to all other rights or remedies provided for in this Agreement or by law this Agreement shall automatically terminate in the event that (a) a party hereto shall make a general assignment for the benefit of creditors (b)a party hereto admits in writing its inability to pay debts as they mature (c)a trustee custodian or receiver is appointed by any court with respect to a party hereto or any substantial part of such party s assets or (d)an action is taken by or against a party hereto under any bankruptcy or insolvency laws or laws relating to the relief of debtors including the United States Bankruptcy Code and such action is not dismissed within thirty(30)days of commencement of the action 14 04 Upon termination of this Agreement for any reason the following shall apply with respect to the Center(s)and the Equipment a PBMS shall prior to the effective date of termination and during such time frame as is mutually agreed upon by PBMS and Customer remove all proprietary cost accounting software owned by PBMS and PBMS Manager Workstation from the Center at its own cost and risk Customer shall take no action to prevent or delay PBMS removal of such equipment. After removing such equipment, PBMS shall have no further responsibility with respect to the Center or Customer's facility or for the provision of any Services at such Center b Customer agrees to reimburse PBMS for all costs of supplies purchased to provide the Services after which reimbursement said supplies shall be transferred to and become the property of Customer and (iv) pay to PBMS any other direct costs incurred by PBMS as a result of the termination of this Agreement(excluding severance pay for PBMS employees) 14 05 Termination of this Agreement shall not relieve either party of the obligation to pay any amounts due or to give any credit due for Services rendered prior to the effective date of termination SECTION 15 Force Majeure 15 01 Neither PBMS nor Customer shall be held responsible or incur any liability for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure results from causes beyond its control including but not limited to fire flood explosion war labor dispute embargo government requirement civil or military authority natural disasters or other similar types of situations If such situation occurs the party delayed or unable to perform shall give prompt written notice to the other party and shall use its commercially reasonable best efforts to resume operations to the extent possible as soon as practicable after the cessation of the situation If operations cannot be resumed within a period of thirty(30)days after a force ma}eure situation commences the performing party shall have the option to terminate this Agreement by giving fifteen (15)days prior written notice to the other party provided however that in the event of a labor dispute the party whose employees are not involved in the labor dispute may terminate this Agreement by giving five(5)days written notice if such dispute has not ceased after fifteen(15)days {C0003199 6} Form 1/29102 -8- Last printed 10/10/2002 9 22 AM SECTION 16 Exhibits 16 01 Any Exhibits attached hereto are specifically made a part of this Agreement 16 02 Any Exhibit may be amended or augmented only by the mutual written consent of the parties Any such amended Exhibit shall be signed by both parties hereto and attached hereto and shall be considered a part of this Agreement SECTION 17 Notices 1701 All statements notices and other communications to be given hereunder(other than requests from Customer for Services)shall be in writing and unless otherwise provided shall be deemed to have been duly given when delivered (i) in person (n)three(3)days after deposited in the U S Mad postage prepaid properly addressed registered or certified mad return receipt requested to the address as set forth below or to such other address or addresses as may be designated in writing by notice given to the other party pursuant to this Section 17 01 or(ui) by facsimile upon confirmation of receipt If to PBMS General Manager Pitney Bowes Management Services Inc 1149 S Broadway Suite#100 L A CA 90712 Fax 213-745-6318 With a copy to Contracts Administrator Pitney Bowes Management Services Inc 23 Barry Place Stamford CT 06926 Fax (203) 326-6208 If to Customer Richard Amadril Central Services Manager 1 n Floor 2000 Main Street Huntington Beach CA 92648 SECTION 18 Thud Party Software 18 01 Intentionally deleted SECTION 19 Authority and Compliance with Laws 1901 PBMS and Customer each represent and warrant that during the term of this Agreement the following shall remain true statements as they apply to each party That it is duly organized existing and in good standing as a corporation or Municipality governed by the State of California that it is duly qualified to do business as a corporation or municipal government in the State of California and every other jurisdiction where such qualifications may be necessary and that it has all the necessary power and authority to make execute deliver and perform this Agreement {C0003199 6) Form 1/29102 -9- Last printed 10/10/2002 9 22 AM 1902 PBMS warrants that it does not and will not discriminate against any personnel because of age race gender sexual orientation religion ancestry color national origin manta) % status veteran status disability or any other factors not related to a person s ability to do a job in accordance with federal state or local law PBMS shall provide reasonable accommodations to all qualified employees so that they may perform all of the essential functions of their jobs 1903 PBMS shall substantially comply with the provisions of all applicable federal state county and local laws ordinances statutes rules regulations and license and permit requirements applicable to it with respect to the Services provided under this Agreement including but not limited to labor and employment law immigration law health and safety law and environmental law PBMS shall not be obligated to perform the Services in conditions it deems to be unsafe for its employees PBMS will not handle hazardous waste or hazardous materials Notwithstanding the foregoing Customer acknowledges that it is aware of the requirements of the Private Express Statutes (the PES )and agrees that Customer shall be solely responsible for compliance with the PES 1904 Customer shall comply with the provisions of all applicable federal state county and local laws ordinances statutes rules regulations and license and permit requirements applicable to it with respect to the Services provided under this Agreement including but not limited to the PES labor and employment law immigration law health and safety law and environmental law SECTION 20 Entire Agreement 20 01 This Agreement supersedes all prior written or verbal agreements proposals understandings and discussions between the parties This Agreement cannot be modified unless in writing and signed by both parties SECTION 21 Miscellaneous 2101 This Agreement shall be governed and construed in accordance with the laws of the State of California without regard to its conflicts of laws principles 2102 It is understood by PBMS and Customer that the relationship between the parties hereunder shall at all times be that of independent contractors and nothing herein shall be construed to create any partnership joint venture agency employment or other similar relationship 2103 If any provision of this Agreement is held to be invalid or unenforceable such invalidity or unenforceabdity shall not invalidate this Agreement as a whole but this Agreement shall be construed-as though it did not contain the particular provision or provisions held to be invalid or unenforceable 2104 No waiver shall be deemed to be made by any party of any of its rights hereunder unless the same shall be in a writing signed by the waiving party and any waiver shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights or the obligations of any party in any other respect at any other time 2105 This Agreement may not be assigned without the prior written consent of the other party except that either party may assign this agreement to a parent subsidiary affiliate or successor to substantially all of the assets of either party Any purported assignment without consent shall be deemed null and void and having no effect 21 06 This Agreement may be executed in counterparts each of which shall be deemed to be (C0003199 6) Form 1/29/02 -10- Last printed 10/10/2002 9 22 AM U" R I GINA L an original and all of which taken together shall constitute one and the same instrument IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written PITNEY BOWES EME SE IC IN By Name Ynt S Title vic resident. ElPane Ad rn►stra►roil CUSTOMER By Name Title DIfECIUR Ok AMW =CES {C0003199 6} Form 1129/02 -11- Last printed 10/10/2002 9 22 AM MANAGEMENT SERVICES AGREEMENT Exhibit A Commencement Date,Center(s)and Hours A This Agreement will commence on October 1 2002 (the Commencement Date ) B PBMS will assume responsibility for the Services set forth in Exhibit B hereto at the following Customer location(s) (each a Center") Central Services Department City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 C The hours of operation will be Mailing Monday to Friday 8 00 A M to 5 00 P M (C0003199 6) Form 1/29/02 -12- Last printed 10/10/2002 9 22 AM MANAGEMENT SERVICES AGREEMENT Exhibit B Services and Standards of Performance CITY HALL DROP OFF AND PICK UP MAIL DELIVERIES LOWER LEVEL Credit Union Information Systems Maintenance Risk Management Reprographics, Employee Benefits Emergency Services Beach Project Police(different building) 1sT FLOOR Treasurers/Busmess License Public Works Human Resources Accounting Administrative Services Procurement Real Estate Services 2"d FLOOR City Clerk 3rd FLOOR Planning/Building 41h FLOOR Administration City Attorneys 5`e FLOOR Community Services Economic Development Mall Services PBMS will provide full mad services Daily Hour of operation Receiving sorting and delivering USPS incoming mad 1 interoffice mad and time sensitive mad twice daily Third run—pick up only Processing and tracking inbound and outbound Express Certified and registered mail Transaction records will be maintained for monitoring expenses and delivery verification PBMS will deliver accountable mad and printed materials within the customer guidelines Customer will provide guidelines to PBMS PBMS will operate and maintain postal equipment and meters PBMS will coordinate service calls Customer is financially responsible for equipment and service PBMS will manage customer funds for postage meters _ PBMS will monitor and evaluate outbound mailing requirements to determine appropriate postal metering and mailing requirements are in place to minimize expenditures Customer will provide written notification of their required procedures In no event shall PBMS be responsible for any liability to damages or injuries resulting from PBMS failure to identify a package as requiring special handling under such procedures {C0003199 6) Form 1/29/02 -13- Last printed 10/10/2002 9 22 AM MANAGEMENT SERVICES AGREEMENT Exhibit C Equipment C-1 Equipment to be provided by PBMS None C-2 Equipment to be provided by Customer The Bell&Howell MaiLstar 304 station inse�ing sy#ems • Centralized control panel with error detection simplifies operator setup and shortens recovery procedures • Easier adjustable guides making job setup and changeover quicker • Upgradeable to accommodate 18 stations(Room to grow and keep the citizens informed) • When the machine doesjam it stops automatically and postage is not wasted • Ability to accommodate a wider range of sizes Stuffs and stamps up to 10 000 envelopes per hour compared to the old machine of 5 280 per hour Aseom 3201 Maiting Machete&)im OOM Seale _"Madms!Machine" • Processes 200 envelopes per minute compared to the old machine of 96 envelopes • Automatically set date/tune(this will be a problem for some of you) "Scale" • Electronic scale interfaces with the mail machine and instantly set the correct postage • Accounting function permits us to track expenditures of up to 500 cost centers "Best Way"allows you to shop the various carvers(UPS Fed Ex Emery Airborne DHL&USPS)to determine the least shipping cost by destination C-3 Office equipment to be provided by Customer • Desk desk lamp telephone fax machine other—as needed and mutually agreed C-4 Software/Systems to be provided by PBMS None C-5 Supplies to be provided by PBMS None (C0003199 6) Form 1/29/02 14- Last printed 10/10/2002 9 22 AM 1 MANAGEMENT SERVICES AGREEMENT Exhibit D Prices [The following is a guide to be tailored for specific services Delete wording for services that do not apply] (a) Start Up Fees Start up fees shall be approximately$250 00 and shall be payable in full by Customer on the Commencement Date (b) Mail and Internal Messenger Services Mad and Internal Messenger Services will be provided at the following rate $5000 00 per month Postage Federal Express and other similar disbursements will be paid directly by Customer PBMS shall provide supporting documentation of these expenses runs all runs over will be charged at (f) Overtime Overtime rates will be as follows Lead Customer i Service Rep Weekdays $28 00/hr Weekends Holidays (h) Key Pricing Assumptions • Prices are based on current volumes and fixed for volume changes of± 10% pricing modifications will be reviewed and mutually agreed to i (C0003199 6) Form 1/29/02 -15- Last printed 10/10/2002 9 22 AM i I MANAGEMENT SERVICES AGREEMENT Exhibit F Form of Gain Sharing Proposal Pitney Bowes Management Services Inc ( PBMS ) hereby submits the following cost reduction proposal ( Proposal )to ( Customer") Type of Operation(s) Good(s) and/or Service(s) Current Cost to Customer Proposed Reduced Cost to Customer/Estimated Savings 1 Additional Details(attach additional pages as necessary) A f If approved by Customer below PBMS is authorized to implement the estimated cost savings in this Proposal and shall implement same within sixty (60) days of its receipt of said approval PBMS shall receive a fee of fifty percent (50%) of the cost savings for the first six months and twenty five percent (25%) of cost savings for the next twelve months from the initial date of cost savings regardless of any termination or expiration of the Agreement (as defined below) This Proposal is subject to the terms of the Management Services Agreement between the parties ( Agreement") PBMS shall provide Customer with monthly reports as to the amount of the cost savings and PBMS share of the cost savings shall be billed to and paid by Customer monthly in arrears Customer shall cooperate with PBMS in implementing the cost savings and provide documentation reasonably necessary to calculate and confirm the cost savings Customer agrees not to circumvent PBMS by implementing the cost savings proposed herein by PBMS without paying to PBMS the fees set forth above while the Agreement is in effect and for a period of two (2) years after expiration or termination thereof for any reason Customer acknowledges that the proposed cost savings set forth herein are estimated and may not reflect the actual savings over time Should PBMS default by failing to implement the estimated cost savings upon thirty (30) days prior written notice to PBMS by Customer and PBMS failure to cure such default within said time period Customer may terminate this Proposal as its sole remedy Customer shall have thirty(30)days from this_day of 200_to either accept or reject this Proposal Pitney Bowes Management Services Inc By Name Title Customer hereby(CHECK ONE)ACCEPTS ® OR REJECTS ® this Proposal this day of 200_ [CUSTOMER] By Name/Title i IC0003199 6) Form 1/29/02 -16- Last printed 10/10/2002 9 22 AM , � \13 A E MANAGEMENT SERVICES AGREEMENT ^� Exhibit F Form of Gain Sharing Proposal Pitney Bowes Management Services Inc ( PBMS ) hereby submits the following cost reduction proposal ( Proposal )to ( Customer") Type of Operation(s) Good(s) and/or Service(s) Current Cost to Customer- Proposed Reduced Cost to Customer/Estimated Savings Additional Details(attach additional pages as necessary) If approved by Customer below PBMS is authorized to implement the estimated cost savings in this Proposal and shall implement same within sixty (60) days of its receipt of said approval PBMS shall receive a fee of fifty percent (50%) of the cost savings for the first six months and twenty five percent (25%) of cost savings for the next twelve months from the initial date of cost savings regardless of any termination or expiration of the Agreement (as defined below) This Proposal is subject to the terms of the Management Services Agreement between the parties (Agreement) PBMS shall provide Customer with monthly reports as to the amount of the cost savings and PBMS share of the cost savings shall be billed to and paid by Customer monthly in arrears Customer shall cooperate with PBMS in implementing the cost savings and provide documentation reasonably necessary to calculate and confirm the cost savings Customer agrees not to circumvent PBMS by implementing the cost savings proposed herein by PBMS without paying to PBMS the fees set forth above while the Agreement is in effect, and for a period of two (2) years after expiration or termination thereof for any reason Customer acknowledges that the proposed cost savings set forth herein are estimated and may not reflect the actual savings over time Should PBMS default by failing to implement the estimated cost savings upon thirty (30) days prior written notice to PBMS by Customer and PBMS failure to cure such default within said time period Customer may terminate this Proposal as its sole remedy Customer shall have thirty(30) days from this_day of ,200_to either accept or reject this Proposal Pitney Bowes Management Services Inc By Name Title Customer hereby(CHECK ONE)ACCEPTS 0 OR REJECTS 0 this Proposal this day of 200_ [CUSTOMER] By Name/Title 1 (C0003199 6) Form 1129/02 -16- Last printed 10/10/2002 9 22 AM dy INSURANCE AND INDEMNIFICATION WAIVER 0 MODIFICATION REQUEST 1 Requested by Clay Martin, Director of Administrative Services 2 Date October 2, 2002 3 Name of contractor/permittee Pitney Bowes Management Services, Inc 4 Description of work to be performed Establish a mail management service center 5 Value and length of contract 5 years 6 Waiver/modification request Reverse indemnification 7 Reason for request and why it should be granted Risk of loss is carnred by party causing loss 8 Identify the risks to the City in approving this waiver/modification City will indemnify PBMS for loss caused by City employees, if any r,Q - W 40 Z- Depaftment Head Signature Date APPROVALS Approvals must be obtained in the order listed on this form Two approvals are required for a request to be granted Approval from the City Administrator's Office is only required if Risk Management and the City Attorney s Office disagree 1 Risk Management aApproved ❑ Denied Signature Date 2Cit/y Attorneys Office 13 Approved ElDenied [oft, to Z Signature t Date 3 City Administrator's Office 1 Approved ElDenied 012 /0 /1//,o -z— Signature D to If approved the completed waiver/modification request I to be submitted to the City Attorney s Office along with the contract for approval Once l e contract has been approved this form is to be filed with the Risk Management Division of Administrative Services Insurance& Indemnification Waiver 10/2/2002 159 PM lit t Y October 6, 2003 Jennifer, Attached is the original health Care Student Program Agreement provided to the City Clerk's office to file It is dated September 2002 and approved as to form by your office in 2003 — It has been executed by the college district and Fire Chief Olson executed it I believe you stated in your email that this is to be presented to Council If not, please add this to the list of agreements that will be filed in the City Clerk's Office, however please give the code or the specific direction if it is not a Professional Services Agreement or an agreement that was previously authorized by the City Council Thanks, Connie City Clerk CITY OF HUNTI GTON BEACH INTER-DEPARTMENT COMMUNICATION To Connie Brockway, City Clerk From Duane Olson, Fire Chi(fL�_.P Date September 19 2003 SUBJECT Health Care Student Program Agreement Attached is an executed copy of the Health Care Student Program Agreement with the South Orange County Community College District In response to their request, two executed copies have also been provided to them Please let me know if anything else is needed Attachment AGREEMENT (HEALTH CARE STUDENT PROGRAM) THIS AGREEMENT is made and entered into this 10th day of September 2002,by and between Huntington Beach Fire Department 2000 Main Street Huntington Beach,CA 92648 (714) 536-5979 hereinafter called the Agency, and South Orange County Community College District 28000 Marguerite Parkway Mission Viejo,California 92692 (949)582-4500 hereinafter called the College PART I BASIS AND PURPOSE OF AGREEMENT WITNESSETH WHEREAS, the College and Agency acknowledge a public obligation to contribute to health care education for the benefit for students and to meet community needs WHEREAS, the College provides approved programs in health care education, including, but not limited to nursing at the RN level, Psychiatric Technician, Emergency Medical Technician - IA and Emergency Medical Technician - Paramedic, and Human Services,which require clinical experiences for students enrolled in these programs WHEREAS, the Agency has facilities suitable for the clinical needs of the College programs in health care WHEREAS, it is to the benefit of both College and the Agency that health care students have opportunities for clinical experience to enhance their capabilities as practitioners Now, THEREFORE, the College and Agency do covenant and agree as follows PART II GENERAL RESPONSIBILITIES AND PRIVILEGES OF THE COLLEGE A For the Program in General 1 The College representative shall be the Dean of Health Sciences and Human Services, who will serve as coordinator and liaison of this agreement between the Agency and the College 2 The College will assume full responsibility for offering health care education programs eligible for accreditation or approval by the appropriate State Board or Agency 1 3 College faculty members may be invited to serve as voluntary resource persons to the Agency staff by serving on health care committees, by sharing knowledge as clinical experts, and by participating ui other matters dealing with the quality of patient care 4 For Workers' Compensation The College shall carry Workers' Compensation Insurance on students of the College during clinical assignment, and shall keep records of clinical attendance for audit by the State Workers' Compensation Insurance Fund 5 Hold Harmless Agreement College agrees to and does hereby indemnify and hold harmless to the extent authorized by law the Agency and its officers, agents and employees from every liability, loss, damage, or expense which may be incurred by reason of liability for (1) death or bodily injury to persons, (2) injury to, loss or theft of property, or (3) any other loss, damage or expense arising under either (1) or (2) above, sustained by the College, the College students participating in laboratory learning experiences, or by any person employed by the College in connection with the laboratory learning experience called for in this Agreement, except for liability resulting from the negligence or willful misconduct of the Agency or its officers, employees, or agents, or independent contractors who are directly employed by the Agency, and any injury to or death of persons or damage to property caused by any act, neglect, default or omission of the College, its employees or students Agency agrees to and does hereby indemnify and hold harmless to the extent authorized by law, the College, its officers, agents and employees from every liability, loss, damage, or expense which may be incurred by reason of liability for (1) death or bodily injury to persons, (2) injury to, loss or theft of property, or (3) any other loss, damage or expense arising under either (1) or (2) above, sustained by the Agency, its officers, agents and employees in connection with the laboratory learning experience called for in this Agreement, except for liability resulting from the negligence or willful misconduct of the College, its officers, employees, agents of independent contractors who are directly employed by the College, and any injury to or death of persons or damage to property caused by any act, neglect, default or onrussion of the Agency, its officers, agents and employees 6 Public Liability and Property Damage Insurance The College and Agency agree to take out and maintain during the life of this agreement such public liability and property damage coverage as shall protect the College and the Agency harmless Such insurance shall be in the following amounts Bodily Injury $1,000,000 00 Property Damage $1,000,000 00 2 B For Program Planning The College will initiate the development of mutually acceptable clinical instruction plans for using the Agency's clinical areas to meet the educational goals of health care curricula These plans will be made available to the Agency at a mutually agreed upon time prior to the beginning of the school term and subject to revision in instances of conflict with patient care responsibilities and/or College interests C For Instruction 1 The College shall supervise all instruction and clinical experience for all students assigned to the Agency, and participate in the supervision of the instruction and clinical experience for the Nursing Program- Clinical Preceptorship The College shall assume full responsibility for the content of the educational programs 2 The College will provide faculty members who are both qualified teachers and competent health care practitioners, as required by the health care program in which they teach 3 The College will provide orientation for its health care faculty members to familiarize them with Agency policies, practices, and facilities before assigning them to instructional duties at the Agency 4 The College faculty will be responsible for learning and observing the regulations of both College and Agency as they apply to the circumstances of clinical teaching 5 The College has the privilege of regularly scheduled meetings with Agency staff, including both selected floor personnel and administrative level representatives for the purpose of interpreting, discussing, and evaluating the educational program in health care D For Health Care Students The College will be responsible for assuring the health care students assigned to the Agency for clinical instruction meet both College and Agency standards of health and physical fitness, and shall provide certification that the students have been immunized against the common communicable diseases PART III GENERAL RESPONSIBILITIES AND PRIVILEGES OF THE AGENCY A For the Program in General 1 The Agency will maintain the standards which make it eligible for approval as a clinical area for instruction in an accredited health care program 2 The Agency staff may participate in the educational program on request of the College instructor This may be resource persons, clinical experts, or assisting in the planning and implementation of aspects of clinical education Such participation will be voluntary and shall not interfere with assigned Agency duties 3 r 3 The Agency will designate a staff member who will function as Educational Coordinator for health care education uses of the Agency facilities, including joint planning with representatives of all involved health care programs b 4 The Agency will permit the faculty and students of the College to use its patent care and patient service facilities for clinical education according to the approved curricula B For Services and Facilities 1 The Agency will permit the educational use of such supplies and equipment as are commonly available for patient care 2 The Agency will permit use of the following facilities and services by College health care students and faculty at such times and to the degrees considered feasible by the Agency a Parking areas b Locker, storage and dressing facilities c Same food services as are available to Agency staff d First aid treatment with written consent required for minors e Classroom and conference room space f Office and/or desk space for health care faculty g Equipment demonstration areas h Access to sources of information for educational purposes, such as (1) Charts, nursing station references, Kardex files (2) Procedure guides, policy manuals (3) Medical dictionaries, pharmacology references (4) Books and periodicals in the Medical Library C For Control of College Personnel The Agency may refuse access to its clinical areas to health care students or College faculty who do not meet its employee standards for safety, health, cooperation, or ethical behavior, pending investigation and resolution of the matter by the Agency and the College PART IV TOINT RESPONSIBILITIES AND PRIVILEGES Publication by College faculty or Agency staff members of any material relative to their clinical experience, that has not been approved for release by the College and Agency signers of this agreement, is prohibited PART V STATUS OF HEALTH CARE STUDENTS A Health care students shall have the status of learners and shall not be considered to be Agency employees, nor shall they replace Agency staff Clinical experience will be conducted as a laboratory learning experience B Health care students are subject to the authority, policies and regulations of the College They are also subject, during clinical assignments, to applicable Agency regulations and must conform to the same standards as are set for Agency employees in matters relating to the welfare of patients and general Agency operation 4 f C No student under the influence of drugs, alcoholic beverages, or other cherrucals will be allowed presence or practice in any clinical setting Any student who, in the opinion of the nursing instructor, is judged unsafe according to the above regulation shall be excluded from the clinical setting Such exclusion from instruction shall be made in the presence of a suitable witness (any licensed personnel) The student will be directed by the nursing instructor to report to the Dean of the Division of Health Sciences and Human Services, who will refer the matter to the South Orange County Community College Vice President of Students, for investigation pursuant to College regulations At the completion of the investigation, a student found to have violated the above regulations may be disqualified from the program PART VI PERIOD OF AGREEMENT This agreement shall be effective as of the date signed, and shall continue in effect until terrrunated by written notice of either party The said termination shall become effective only at the close of an academic year, but not before six months after receipt of said notice, except that this agreement may be terminated at anytime upon written mutual consent by the College and the Agency IN WITNESS WHEREOF, the said parties have hereunto set their hands SOUTH ORANGE COUNTY Huntington Beach Fire Department COMMUNITY COLLEGE DISTRICT District Agency By Gary Poertner By Duane Olson Deputy Chancellor Reviewed by TamAiy Rice, Director/,Au /A�r' Title FIre Chief Health and Human Services and Emeritus Institute q1149;IX13 Date Date APPROVED AS TO FORM L 5 Amdotant City Aummay Or,OrT k i,. RKA It' 0 October 6, 2003 (c�rw� was Jennifer, Attached is an Interagency Purchase Agreement —MSC —420 that was provided to my office for the Mayor and Clerk's signatures The Agreement is made out for the Mayor to sign and Clerk to attest Please advise under what code the Mayor and Clerk are to sign The insurance has not been approved as to form Please provide a list of agreements besides Professional Services Agreements that no longer go through the agenda process—I have the code of course for Professional Services agreements however, it is necessary to have the code and direction from your office in writing so that these can be tracked Please don't have these made out for the Mayor and City Clerk without authorization background attached as to why the Mayor and Clerk are signing them Thanks���-� Connie City Clerk INTERAGENCY PURCHASE AGREEMENT FOR MAINTENANCE SERVICE BETWEEN THE CITY OF HUNTINGTON BEACH AND ROAD WORKS, INC TO PROVIDE CRACK SEAL TO THE ASPHALT ON VARIOUS RESIDENTIAL STREETS WITHIN THE CITY(MSC-420) 4 THIS INTERAGENCY PURCHASE AGREEMENT ("Agreement") made and entered it this day of 200� by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and ROAD WORKS,INC , a California corporation,hereinafter referred to as "CONTRACTOR " WHEREAS, bids were solicited by the City of San Diego for the services of a contractor to provide crack seal to the asphalt on various residential streets, and CONTRACTOR has been selected to perform said services in the City of Huntington Beach hereinafter referred to as "PROJECT, NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged,the parties covenant and agree as follows 1 SCOPE OF WORK CONTRACTOR shall provide all services as described in the Request for Proposal, February 12, 1998, and CONTRACTOR's proposal dated August 7, 200") (hereinafter collectively referred to as Exhibit "A"), which is attached hereto and incorporated into this Agreement by this reference Said services shall sometimes hereinafter be referred to as"PROJECT" CONTRACTOR hereby designates Larry Blocker, 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 CONTRACTOR in the performance of this Agreement 03agree/street paving mamt/8/20/03 1 i 3 TERM Unless sooner terminated, this Agreement shall continue in force for a period of one (1) year from and after the date of execution After the expiration of the one year term this Agreement may be extended for an additional one, two or three year period for the same contract sum per year plus agreed to escalation costs for labor, materials, and equipment not to exceed 3% of the total contract sum for each option year 4 COMPENSATION In consideration of the performance of the service described herein, CITY agrees to pay CONTRACTOR a fee not to exceed Eighty Thousand Dollars ($80,000 00) as set forth in the Contract Documents,to be paid as provided in this Agreement 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", CONTRACTOR will undertake such work 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 A Each month CONTRACTOR shall submit an invoice for the work performed during the month previous Payments shall be full compensation for all labor, materials, equipment, and no additional compensation shall be made, except for specific on-call special services B In addition to the invoice, CONTRACTOR shall submit to the CITY a monthly report on the working force furnished each day, including 1) Name of employee, 2) Hours worked, 03agree/street paving mamt/8/20/03 2 3) Wages, 4) Fringe benefits Reports or confirmation that the guaranteed working force was not supplied each day scheduled will result in a reduction of the monthly payments by the wages and fringe benefits of employees short plus overhead and profit percentage 7 INDEPENDENT CONTRACTOR It is understood and agreed that CONTRACTOR is, and shall be, acting at all tunes hereunder as an independent contractor and not an employee of CITY CONTRACTOR 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 CONTRACTOR and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services performed hereunder 8 ASSIGNMENT AND SUBCONTRACTING This Agreement is a personal service contract and the supervisory work hereunder shall not be delegated by CONTRACTOR to any other person or entity without the consent of CITY 9 WITHHELD CONTRACT FUNDS, SUBSTITUTION OF SECURITIES At the request and at the sole cost and expense of CONTRACTOR, who shall retain beneficial ownership and receive interest, if any thereon, CITY shall permit the substitution and deposit therewith of securities equivalent to the amount of any monies withheld by CITY to ensure performance under the terms of this Agreement 03agree/street paving maint/8/20/03 3 10 INDEMNIFICATION, DEFENSE, HOLD HARMLESS CONTRACTOR 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 defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to CONTRACTOR's employees and damage to CONTRACTOR's property, ansing directly or indirectly out of the obligations or operations herein undertaken by CONTRACTOR, caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the CITY CONTRACTOR will conduct all defense at its sole cost and expense and CITY shall approve selection of CONTRACTOR'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 a limitation upon the amount of indemnification to be provided by CONTRACTOR I 1 WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE Pursuant to California Labor Code Section 1861, CONTRACTOR acknowledges awareness of Section 3700 et seq of this Code, which requires every employer to be insured against liability for workers' compensation, CONTRACTOR covenants that it will comply with such provisions prior to commencing performance of the work hereunder CONTRACTOR shall obtain and famish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits 03agree/street paNmg mamt/8/20/0-i 4 CONTRACTOR shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees CONTRACTOR shall furmsh to CITY a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and CONTRACTOR shall similarly require all subcontractors to waive subrogation 12 INSURANCE In addition to the workers' compensation and employer's liability insurance and CONTRACTOR's covenant to defend, hold harmless and indemnify CITY, CONTRACTOR shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the PROJECT This policy shall mdemmfy CONTRACTOR, its officers, employees and agents while acting within the scope of their duties, against any and all claims ansmg out or in connection with the PROJECT, and shall provide coverage in not less than the following amount combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this PROJECT This policy shall name CITY, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that CONTRACTOR's insurance shall be primary Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a"deductible"or any other similar form of limitation on the required coverage 03agree/street paving mamd8/20/03 5 13 CERTIFICATES OF INSURANCE ADDITIONAL INSURED ENDORSEMENTS Prior to commencing performance of the work hereunder, CONTRACTOR shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement, the certificates shall 1 provide the name and policy number of each carrier and policy, 2 state that the policy is currently in force, and 3 promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of CITY CONTRACTOR shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY The requirement for carrying the foregoing insurance coverages shall not derogate from the CONTRACTOR s defense, hold harmless and indemnification obligations as set forth under this Agreement CITY or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance CONTRACTOR shall pay, in a prompt and timely manner,the premiums on all insurance hereinabove required CONTRACTOR shall provide a separate copy of the additional insured endorsement to each of CONTRACTOR's insurance policies, naming CITY, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder 14 DEFAULT AND TERMINATION If CONTRACTOR fails or refuses to prosecute the work hereunder with diligence, or fails to complete the work within the time specified, or is adjudged bankrupt or makes an assignment for the benefit of creditors or becomes insolvent, or violates any provision of this 03agree/street paving mamt/8/20/03 6 Agreement or the Contract Documents, CITY may give CONTRACTOR notice in writing of its intention to terminate this Agreement Unless the violation is cured within ten (10) days after such Notice of Intention has been served on CONTRACTOR, CITY may, without prejudice to any other remedy it may have, terminate this Agreement upon the expiration of that time Upon such default by CONTRACTOR, CITY may elect not to terminate this Agreement, in such event CITY may make good the deficiency in which the default consists and deduct the resulting costs from the progress payments then or to become due to CONTRACTOR If it is subsequently determined by a court of competent jurisdiction that CITY's termination of this Agreement under this Section was wrongful,such termination shall be converted to a termination for convenience under Section 23 and any damages shall be assessed as set forth in Section 23 15 TERMINATION FOR CONVENIENCE CITY may terminate this Agreement for convenience at any time with or without cause, upon seven (7) calendar days written notice to CONTRACTOR In the event of termination, under this Section CITY shall pay CONTRACTOR for value of work done through the termination period Such payment by CITY shall be CONTRACTOR's sole and exclusive remedy for termination by CITY for its convenience and CITY shall have no further obligation to CONTRACTOR 16 NONASSIGNABILITY CONTRACTOR shall not sell, assign, transfer, convey or encumber this Agreement, or any part hereof, or any right or duty created herein,without the prior written consent of CITY and the surety 03agree/street paving mamt>8/20/03 7 I 17 CITY EMPLOYEES AND OFFICIALS CONTRACTOR 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 California Government Code 18 NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONTRACTOR's agent (as designated in Section 1 heremabove) 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, provided that CITY and CONTRACTOR may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, reputable overnight carver or U S certified mail-return receipt requested TO CITY TO CONTRACTOR City of Huntington Beach Road Works, Inc ATTN Director of Public Works ATTN Larry Blocker 2000 Main Street 303 Short Street Huntington Beach, CA 92648 Pomona, CA 91768 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 maters 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 03agree/street paving mamt/8/20/03 8 20 IMMIGRATION CONTRACTOR 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 United States Code Section 1324a regarding employment verification 21 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 non-prevailing party 22 INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement No covenant or provision shall be deemed dependent upon any other unless so expressly provided here As used in this Agreement,the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law 03agree/street paving mamt/8/20/03 9 23 GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California 24 CONSENT Where CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be consent/approval to any subsequent occurrence of the same or any other transaction or event 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 MODIFICATION No waiver or modification of any language in thus Agreement shall be valid unless in writing and duly executed by both parties 27 ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that parry'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 Exhibit "A", contain the entire agreement between 03agree/street paving mamt/8/20/03 10 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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written ROAD WORKS, INC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By Kelly ", ce/President AND Mayor By L ocker,Treasurer ATTEST REVIEWED AND APPROVED City Clerk S2�� Crty dministrator APPROVED AS TO FORM City Attorney INI AND APP VED Director of Public Works 03ag ee/sueet paving mamt/8/20/03 11 i HRH of Southern Calrfornm ,#0A Rti P O Box 7248 H 1045 W Katella#300 Orange CA 02863-7218 Phone (714) 771-7400/Fax (714) 633-8065 FAX To Certrfic a pt Date 09/2W003 Firm C untington Beach FAX# 714-960-8877 From Marla S Number of Pages 2 RE Road Works Inc Attached you will find a Certificate of Insurance as requested by our Insured Please review for accuracy and advise our office in writing via fax (714)633-8065 rf this does not meet requirements Should you have any further questions in regards to this matter please contact our office IF YOU DO NOT RECENE ALL THE PAGES, PL SE CALL BACK AS SOON AS POSSIBLE ORIGINAL TO FOLLOW BY MAIL YES NO The Informaton contained in this tacsimdc message is privileged and confidential Information intended only for the use of an individual or entity named above or their designee If the reader of this message is not the intendeo recipient you are hereby notitied that any dissemination distribution or copy of this cornn-Rmication is strictly prohibited R vvvv® LKUALTWOR ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE(W6IZOIYYYY) 09/22R003 PRODUCCR THIS CERTIMATE S ISSUED AS A NATTER OF INFORNATION HRH ins Services of Southern California ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE PO Box 7248 HOLDER.THIS CERTIFICATE 130ES NOT AMEND EXTEND OR Orange CA 92563 ALTER THE COVERAGE AFFORDED BY THE POLICIE G BELOW Ph 714-7717400 Fax 714-6338065 INSURERS AFFORDING COVERAGE NAIC I# INSURED INsts:>:RA Peerless Insurance Cc 303 Short Streeett Road Works, mURER a State Comp Ins Fund Pomona CA 81788 INkOtER C INSURER0 IVSUR'cR E COVERAGES TwE PCLICXES OF INSJRANC L STED SELL V F+AVE BEEN 4 5L.ED TO THE INSJRZD NAMED ABOVE FOR THE POLICY PERIOO MICATED NOTWITMSTANDM ANY REQUIREN04T T3-FN OR CONDIT101 OR ANY CONT*ACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICAT:MA"BE ISSUEO OR MAY PiRTP..N THE INSURANCE AFFOROM BY THE POUOE S DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND C:NOITIONS OF S.ICt- POUCIES_AGGREGATE LIMITS SHOWN k AY MALE BEEN REDUCED BY PAID CLAIMS TR TYP9 OF INSIMAIM POLICY NUMBER POLI Y E T Pti-TRY EXP D LIAMTS A Y GENERALLIAwin COP9514686 08116/2003 0811612004 EACH000URRENC &1000000 COMMERCIALGENGRALLIABLITY PDANIA TOREVTED $1 CLAIMS MACE ER OCC IR MEO EXP(Any we Dalai) $6 000 PERSONAL&AOV N.1JRY S1 D00 000 OENERg1 A00ftE A'E 4 000,000 I CENL AGGREC-ATE LIMIT APPLIES F-R PRCDUM COW-P AGG s2,002.000 POLICY PRO- F-1LCC A AUTOWON1.2 LIABILITr CSP9514086 06116/2003 08116/2004 ANY AUTO C�a acedeo1s NL1LE L4AR 11 000 000 X ALLOWNEDALr03 BOOtLYINJURY S SCHEDULE AUTO$ T'y Paw") X NIR£D AUTOS i BCOILY INJURY S X NON-OWNEDAUTOS ( (Permodemo i FROPE den MA(per t) S i GARAGE LIABILITY AUTO ONLY EA ACCDENT 3 ANYAUTO CT4mRT4AN EAR E AUTOCNLY AGO I EXaE331UMBRE(d,ALumuTY EACHOCCURRGN^Z S OCCUR CLAIMS MADE AOCRtEGATE S DEDUCTIBLE 8 RETEN-104 S s B WOFOGASOOW5NSATiONAND 1663538-02 1210112002 12/01/2003 X s,,.,TATA oTN. EMPLOYERS UABILITr E L EACH ACCIDENT 31 0D0 000 ANY CERAGE+�EXC"LUOEW cL D*9a8E EAV*I.Offf s1 000,000 3Odbe Lode( ► IAALPWASION5 belaw EL DISEASE POLYYL.MIT 11 000,000 O-KR I i I C SCRIPTION OF OPERATIONS I LOCAMONS/VENN I SS I EXCt UM014S A.DOED BY ENOCRSE ENTI SPECIAL PROIRSIONS 10 day notice of cancellation for non-pay Certificate holder named Additional Insured with respects to General Liability per Endorsement GECG602(09102)automatically affords Additional Insureds by contract agreement or permit RE Ongoing Operations of the Named insured as covered by these policies CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICES RR CAKE.=YEFORE THE EMRAnoN City of Huntington Beach DATE I OF TMEIBSUINGNSLRtERWLLENOEAVORTOVAIL _U_ CAYSIMMMM Attn Jason NOTICE TO THE Ct_RT1F CATE MOLDER NAMED TO THE LEFT ELT FAILURE TO DO 50 SHALL 7371 Gothard IMPosr No09LIGATION OR LIACILnY OF ANY UPON rH9IN6tiRiER ITS ACOM OR Huntington Beach CA 92647 REPRESEWTA71VES MA IZE EPRE$tiHTA 6 ACORD 25(2001t08) i of 1 XSTS701IM69970 SUR o ACORD CORPORATION 1988 I * CZ 39d= Id1C1 �* NAMED INSURED ROAD WORKS INC The fo►towing Provisions are also added to this Coverage Part A ADDtrIONAL INSUREDS--BY CONTRACT,AGREEMENT OR PEPJAIT i Paragraph 2 under SECTION It—WHO IS AN INSURED is atrended to Include as an insured any person or organ¢abon when you and such person or organ=tion have agreed in writing in a contract,agreement or permit that such person or organization be added as an addirbortal insured on your policy to provide Insurance such as is afforded under this Coverage Part Such pe�son or organization is not enti&ad to any notices that we are required to send to the Named Insured and is an additional insured only with respect to liability ansirg out of a Your ongoing operations performed for that person or organization,or b Premises or facilities owned or used by you With respvat to provision t a above a person s or organ¢ation s status as an insured under this endorsement ends when your operations for that person ororganazition are completed With respect to provision 9 b above a persons or or ianization s status as an trisured under this endorsement ends when their contract o agreement wi.,`i you for such premises or facilities ends 2 This endorsement provision A does riot apply a Unless the written contract o ag eement has bean executed or permit has been issued prior to the 'bodily injury' property damage or personal and advertising injury% b To"bodily injury"o, "property damage occurring eAer• (1) Ail work including ma►enals parts or equipment furnished in connection with such work in the project (other than service maintenance or repairs) to be performed by or on behalf of the additional insured($)at the site of thY covered operations has been completed,or (2) That portion of`your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a pnnc pal as a part of the same project c To the rendering of or failure to render any professional services including but not limited to any professional architectural englneenng or surveying services such as (1) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions reports,surveys,field orders,change orders or drawings and specifications and (2) Supervisory inspection archtectural or engmeei mg acttvibas, d To bodily Injury", property damage or personal and advertising injury"arising out of any act error or omission that results from the additional Insured s We negligence or wrongdoing e. To any person or organization inclided as an insured under provision 8 of this endorsement; f To any person or organization mclided as an insured by a separate adddional insured endorsement issued by us and made a part of this policy includes copyrfghtzd m2tenat of hmzznce Services Ofr"s Inc Nast ifs perrrreston GECG 602(09102) �ySr,= COP 9614686 YEUSXRC83M8 PGCM06W J047aO Company Profile Page 1 of 2 '�2ittforni n o� Company Profile n s rice PEERLESS INSURANCE COMPANY 62 MAPLE AVENUE KEENE, NH 03431 800-228-7830 Agent for Service of Process JERE KEPRIOS, C/O CT CORPORATION SYSTEM 818 WEST SEVENTH STREET,2ND FLOOR LOS ANGELES, CA 90017 Unable to Locate the Aaent for Service of Process? 1 Deference Information NAIC# 24198 NAIC Group# 0111 California Company ID# 1234-4 Date authorized in California June 12, 1939 License Status UNLIMITED-NORMAL Company Type Property & Casualty { State of Domicile NEW HAMPSHIRE Lines of Insurance Authorized to Transact The company is authorized to transact business within these lines of insurance For an explanation of any of these terms,please refer to the glossary AIRCRAFT AUTOMOBILE BOILER AND MACHINERY BURGLARY COMMON CARRIER LIABILITY FIRE LIABILITY MARINE MISCELLANEOUS PLATE GLASS Company Profile Page 2 of 2 SPRINKLER SURETY TEAM AND VEHICLE WORKERS'COMPENSATION Company Complaint Information P,a Company Enforcement Action Documents Company Performance & Comparison Data Composite Complaint Studies Want ®re? Help Me Find a Compan.Representative in My Area Financial Ratma Organizations Last Revised September 22 2003 06 51 PM Copyright 0 California Department of Insurance Dsclai mer http //cdmswww insurance ca gov/pls/wu—co—lines idb_co_prof utl get_co_prof?p_EID=3 9/23/2003