Loading...
HomeMy WebLinkAboutKeyser Marston Associates, Inc. - 2019-04-01 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND KEYSER MARSTON ASSOCIATES, INC. FOR UPDATE INCLUSIONARY HOUSING ORDINANCE THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Keyser Marston Associates, Inc., a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to Update Inclusionary Housing Ordinance; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Kathleen Head who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree/surfnet/professional svcs to$49 10/15 1 of 11 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on47(),, /(__ 0/ , 20 /y (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Two Thousand Two Hundred Fourty Dollars ($32,240). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professional svcs to$49 10/15 2 of 11 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, with the exception of CONSULTANT'S proprietary computer models, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any)negligent(or alleged negligent)perfoifnance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. agree/surfnet/professional svcs to$49 10/15 3 of 11 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives agree/surfnet/professional svcs to$49 10/15 4 of 11 the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, agree/surfnet/professional svcs to$49 10/15 5 of 11 social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY,become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any agree/surfnet/professional svcs to$49 10/15 6 of 11 financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT'S agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Kathleen Head, Managing Principal ATTN: Ursula Luna-Reynosa Keyser Marston Associates, Inc. 2000 Main Street 500 South Grand Ave., Suite 1480 Huntington Beach, CA 92648 Los Angeles, CA 90071 khead@keysermarston.com 213-622-8095 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. agree/surfnet/professional svcs to$49 10/15 7of11 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 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 agree/surfnet/professional svcs to$49 10/15 8 of 11 the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. agree/surfnet/professional svcs to$49 10/15 9 of 11 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive atni's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. agree/surfnet/professional svcs to$49 10/15 10of11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California COMPANY NAME Keyser Marston Associates, Inc. lAtvia By: 14-4-0---Q Cottf4vOtri DE*$*.6r1M0441' Director/Chief ( , w I f (Pursuant To HBMC 03.03.100) 14:01APPROVED AS TO FORM: print name ITS: (circle one)Chairman/Presiden ice President AND City Attorney By:/:40-e D e Jee--rkt print name RECEIVE AND FILE: ITS: (circle one)Secretary/Chief Financial Officer/4OP idgasiS .+ ' reasurer City lerk Date 'X/42--,/ /7 agree/surfnet/professional svcs to$49 10/15 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) -Feasibiltiy Analysis -Review City's Regional Housing Needs Assessment (RHNA) -Proposed Updates to Inclusionary Housing Ordinance -Affordable Rental Housing Regulations Update -Afforable Ownership Housing Regulation Update (Developer and Homeowner Requirements) B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See Attached for Scope of Work C. CITY'S DUTIES AND RESPONSIBILITIES: -Provide Descriptions of sample residential projects under development or in the entitlement process -Provide City of Huntington Beach RHNA breakdown D. WORK PROGRAM/PROJECT SCHEDULE: Not Applicable EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Managing Principal $280/hr. Senior Principals $270/hr. Principals $250/hr. Managers $225/hr. Senior Associates $187.50/hr. Associates $167.50/hr. Senior Analysts $150/hr. Analysts $130/hr. Technical Staff $95/hr Administrative Staff $80/hr B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. 1 Exhibit B Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT'S firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND KEYSER MARSTON ASSOCIATES, INC. FOR UPDATE TO INCLUSIONARY HOUSING ORDINANCE Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans,Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices... 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 „, \5!...t,,.,. CITY OF HUNTINGTON BEACH �;,,. :: . ,.; Professional Service Approval Form RECEIVED ;�,, �'=°U PART I LIAR 14 2019 Date: 3/14/2019 Project Manager Name: Jennifer Villasenor Finance Department Requested by Name if different from Project Manager: Debra Gilbert Department: Community Development PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART!MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Required Inclusionary Zoning Ordinance 2) Estimated cost of the services being sought: $ 32,240 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: we will be transferring funds from 10060101.64115, please note we will be using Bid#2016-0425 4) Check below how the services will be obtained: ® A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. D MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? nswer to this question is "No,” the contract will require approval from the City Council.) ® Yes ❑ No Fiscal s anager Signature (Purchasing Approval) if- Dat 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 18/19 10060201.69365 $32240 $ $ $ $ $ $ $ $ $ $ $ get Approval /57k0" . Date ,A,..,2,.. ......--....2.. ,frip, II Departm nt Head Signature(s) Date Chief ._/ ----- ( I f I ) Fi cial Officer Signature Date Assistant City Manager's Signature Date APPROVED ❑ DENIED❑ City Manager's Signature Date professional service approval form-part i 2016.doc REV: February 2015 Esparza, Patty From: Gilbert, Debra Sent: Monday, April 15, 2019 11:40 AM To: Esparza, Patty Subject: FW: Keyser Marston Contract Patty, This was the information that was given to me. Debbie From: Serrano, Cathleen <cathleen.serrano@surfcity-hb.org> Sent: Wednesday, March 13, 2019 2:22 PM To: Gilbert, Debra <dgilbert@surfcity-hb.org> Subject: RE: Keyser Marston Contract This is correct. All your department would need is a Part 1, Part 2 and Professional services agreement. Bid#2016-0425 Thzu,..k, yo-w, Cap -Le..e w S e•rravt o-, 6 u-y er CiAL-y of H wwti.AAel-o-i, r3 ea-t l4- (714)920-8 878 C64-1A-Lezkv.Serravw@surfc4i -WO'.mr61 From: Gilbert, Debra <dgilbert@surfcity-hb.org> Sent: Wednesday, March 13, 2019 2:14 PM To: Serrano, Cathleen <cathleen.serrano@surfcity-hb.org> Subject: Keyser Marston Contract Did I summarize this correctly? We can enter into a separate agreement with KMA if we meet the following conditions: • Different department account number funding this contract • Existing bid is in place that contains the same scope of work, "piggy backing" off existing bid • Contractual amount is over 30K and an award bid is in place This equals no RCA no Council i PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND KEYSER MARSTON ASSOCIATES, INC. FOR ECONOMIC ANALYSIS SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Keyser Marston Associates, Inc., a California Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform economic analysis and technical assistance; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Kathleen H. Head, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree!surfnellprofessional svcs mayor 1 of 1 1 10/12 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on 04940 , , 20/7 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than March 20, 2020 from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses,not to exceed One Hundred Eighty Thousand Dollars($180,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professional svcs mayor 2 of 11 10/12 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, with the exception of CONSULTANT'S proprietary computer models, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for agree/surfnet/professional svcs mayor 3 of 11 10/12 CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2)years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. agree/surthet/professional svcs mayor 4 of 11 10/12 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all 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. agree/surfnet/professional svcs mayor 5 of 11 10/12 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as agree/surfnet/professional svcs mayor 6 of 11 10/12 the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service,to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Keyser Marston Associates, Inc. ATTN: Office of Business Development Attn: Kathleen H. Head,Vice President 2000 Main Street 500 So. Grand Avenue, Suite 1480 Huntington Beach, CA 92648 Los Angeles, CA 90071 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. agree/surfnedprofessional svcs mayor 7 of 11 10/12 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or'provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 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. agree/surfnet/professional svcs mayor 8 of 11 10/12 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. agree/surfneUprofessional secs mayor 9 of 11 10/12 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. agree/surfnet/professional svcs mayor 10 of 11 10/12 CONSULTANT, CITY OF.HUNTINGTON BEACH,a Keyser Marston Associates,Inc., municipal corporation of the State of COMPANY NAME California a California Corporation Mayor By: ��'c� 1 print name City Clerk ITS: (circle one)Chaim-tan/President ce President AND INITIATED AND APPROVED: By: //,�?�� �/ //0/ ,(-- Assistant City Manager l print name ITS:_.circle one)Secretary.%Chief Financial Offieery4sss S ecretary Treasurer REVIEWED AND APPROVED: City Manager COUNTERPART APPROVED AS TO FORM: City Attorney Oda 3 1-1 \1l jkV age&surfnctprofessional svcs mayor 11 of 11 10/12 CONSULTANT, CITY OF HUNTINGTON BEACH, a Keyser Marston Associates, Inc., municipal corporation of the State of COMPANY NAME California a California Corporation By: � print name Ci Clerk `T•� ITS: (circle one)Chairman/President/Vice President TIATED PPROVED: AND By: sistant CityMarra er print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer REVIE l� D APPROVED: �N (iVr Manager COUNTERPART APPROVED O FO City Attorney Oo 3� agree/surfnet/professional svcs mayor 11 of 11 10/12 • {. SU' ity INSURANCE AND INDEMNIFICATION WAIVER „ua ��„� MODIFICATION REQUEST 1. Requested by: Kellee Fritzal, Deputy Director 2. Date: 3/1/2017 3. Name of contractor/permittee: Keyser Martson Associates 4. Description of work to be performed: Keyser Marston will provide economic analysis consulting services on an "as-needed" basis for Successory Agency, Housing and Economic Development. Duties include: advice and financial analysis, feasibility studies and proforma analysis; preparing reports; provide guidance in implementing programs. 5. Value and length of contract: Not to exceed $270,000 for three years 6. Waiver/modification request: $25,000 retention/professional liability insurance 7. Reason for request and why it should be granted: unable to comply with the City's zero deductible/SIR insurance requirement 8. Identify the risks to the City in approving this waiver/modification: N/A a ✓De art dnature [date: -_----- _ APPROVALS � Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval fr m the City Administrator's Office is only required if Risk Managemenn e City Atto ey's Office disagree. 1. Risk Management r i►� Approved ❑ Denied _ul/ !, 3 Sig ture ate 2. City Attorney's Office Approved ❑ Denied S igfl atu re Date 3. City Manager's Office 0 Approved ❑ Denies 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 Human Resources Insurance Waiver Form (1).doc 3/2/2017 8:34:00 AM ACC,RD, CERTIFICATE OF LIABILITY INSURANCE DATE(MWDD/YYY1) 11/29/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Halidee Callejas NAME: MOC Insurance Services PHONE (415)957-0600 FAX (415)957-0577 (A/C.No.Extl: (A/C,No)_ License No. 0569960 gooliess,hcallejas@mocins.com 44 Montgomery St., 17th Fl. INSURER(6)AFFORDING COVERAGE NAIC# San Francisco CA 94104 INsuRERAMassachusetts Bay Ins. Co. 22306 INSURED INSURER 13:Allmerica Financial Benefit Co. 41840 Keyser Marston Associates, Inc. INSURERc:Hanover Insurance Company 31539 INSURER D:Republic Indemnity Commpany of 43753 160 Pacific Avenue, Suite 204 INsuRERE:Evanston Insurance Company 35378 San Francisco CA 94111 _INSURER F: COVERAGES CERTIFICATE NUMBER:2016-2017 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIDCLAIMS. ILTRR I TYPE OF INSURANCE IADDL N SUBR WVD I POLICY NUMBER I(MM/DDnYVV)I(MM DDNYW)I LIMITS X COMMERCIAL GENERAL LLABILITY EACH OCCURRENCE $ 1,000,000DAMAGE TO RENTED I A I CLAIMS-MADE L X OCCUR PREMISES Ea occurrence) S 500,000 X ZDFA49104902 12/1/2016 12/1/2017 MED EXP(Any one person) $ 10,000 No Deductible Applies PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY X jECT [ LOC PRODUCTS-COMP/OPAGG $ Included OTHER: $ AUTOMOBILE LIABILITY CEaOMBINcitl acEent)D SINGLE LIMIT 1 S 1,000,000 ( B X ANYAUTO BODILY INJURY(Per person) S - ALL OWNED SCHEDULED AUTOS AUTOS X AWFA49004902 12/1/2016 12/1/2017 BODILY INJURY(Per accident) S X NON-OWNED PROPERTY DAMAGE 5 HIRED AUTOS AUTOS (Per accident) , X Comp$500 Coll S500 Uninsured Molorist combined S 1,000,000 X UMBRELLA L1AB X OCCUR EACH OCCURRENCE $ 4,000,000 C —^ EXCESS DAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED I X I RETENTIONS 0i X O5FA49117102 12/1/2016 12/1/2017 I 5 WORKERS COMPENSATION X I STATUTE [OTH- ER AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE L /NI N/A E.L EACH ACCIDENT S 1,000,000, OFFICD (Mandatory BER NH)EXCLUDED? I 3954622 12/1/2016 12/1/2017 (Mandatory in NH) E.L DISEASE-EA EMPLOYEE$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT 5 1,000,000 E Professional Liability E0865356 12/1/2016 12/1/2017 Each Wrongful Act $1,000,000 Retention $25,000 Retro Date: 11/11/1976 AGGREGATE LIMIT $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(A CORD 101,Additional Remarks Schedule,may be attached If more space Is required) The City of Huntington Beach, its Officers, elected officials, employees, agents and volunteers are named as Additional Insured as their interests may appear as respects General Liability per the attached endorsements. 30 Day notice of cancellation/ 10 day for non-payment of premium. *10 day.--written notice applies to workers' compensation* APPROVED O Waiver of Subrogation in favor of certificate holder. Endorsement to follow. B ` .- MICHAEL E.GATES CERTIFICATE HOLDER CANCELLATION Li rY ATTORNEYCFR"f3f ti tN9IN3fi@N BEACM SHOULD ANY OF THE BOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Risk Manager ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE Halidee Callejas/HCA { �� � ��� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) INSURANCE INDUSTRIE CHANGE; COMMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENDORSEMENT Please be advised that the CG 20 10 10 01 Endorsement has been replaced with the CG 2010 07 04 Additional Insured Endorsement. City of Huntington Beach, its officers, elected officials, employees, agents and volunteers is/are named as Additional Insured(s) on the Commercial General Liability policy. Keyser Marston Associates, Inc. provides professional services to; City of Huntington Beach, its officers, elected officials, employees, agents and volunteers _therefore 'completed operations' coverage would be addressed under the Professional Liability policy shown as "Insurer D" on the attached Certificate of Insurance. COMMERCIAL GENERAL LIABILITY CG 2010 07 04 POLICY NUMBER:ZDFA49104902 Effective Date: 12/01/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): Location(s)of Covered Operations The City of Huntington Beach, its officers, elected officials, employees, agents and volunteers It is understood and agreed that this insurance is primary and any other insurance maintained by the Additional Insured shall be excess only and not contributing with this insurance in regards to all operations as pertains to the named insured. Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds,the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for"bodily injury","property This insurance does not apply to"bodily injury"or damage" or "personal and advertising injury" "property damage"occurring after: caused,in whole or in part,by: 1.Your acts or omissions;or 1.All work,including materials,parts or equip-ment furnished in connection with such work,on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs)to be performed by or on behalf of the in the performance of your ongoing operations for additional Insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed;or nated above. 2.That portion of"your work"out of which the injury or damage arises has been put to its in-tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi-pal as a part of the same project. CG 20 10 07 04 ©ISO Properties,Inc.,2004 Page 1 of 1 o Keyser Marston Associates, Inc Policy No. AWFA49004902 COMMERCIAL AUTO CA00010306 BUSII ESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. SECTION I—COVERED AUTOS Read the entire policy carefully to determine rights, Item Two of the Declarations shows the "autos" that duties and what is and is not covered. are covered "autos" for each of your coverages. The Throughout this policy the words"you"and"your"refer following numerical symbols describe the"autos"that to the Named Insured shown in the Declarations. The may be covered"autos".The symbols entered next to words "we", "us"and"our'refer to the Company pro- a coverage on the Declarations designate the only viding this insurance. "autos'that are covered"autos". Other words and phrases that appear in quotation A. Description Of Covered Auto Designation marks have special meaning. Refer to Section V — Symbols • Definitions. Symbol Description Of Covered Auto Designation Symbols 1 Any"Auto" 2 Owned"Autos" Only those"autos"you own(and for Liability Coverage any"trailers"you don't own • Only while attached to power units you own).This includes those"autos"you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger"autos"you own.This includes those private passenger Passenger "autos"you acquire ownership of after the policy begins. "Autos"Only 4 Owned"Autos" Only those"autos"you own that are not of the private passenger type(and for Li- Other Than Pri- ability Coverage any"trailers"you don't own while attached to power units you vete Passenger own).This includes those"autos"not of the private passenger type you acquire "Autos"Only ownership of after the policy begins. 5 Owned"Autos" Only those"autos"you own that are required to have No-Fault benefits in the state Subject To No- where they are licensed or principally garaged.This includes those"autos"you ao- • • Fault quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. • 6 Owned"Autos" Only those"autos"you own that because of the law in the state where they are li- Subject To A censed or principally garaged are required to have and cannot reject Uninsured Compulsory Un- Motorists Coverage.This includes those"autos"you acquire ownership of after the insured Motor- policy begins provided they are subject to the same state uninsured motorists re- isis Law qutrement. 7 Specifically De- Only those"autos"described in Item Three of the Declarations for which a pre- scribed"Autos" mium charge is shown(and for Liability Coverage any"trailers"you don't own while attached to any power unit described in Item Three). 8 Hired"Autos" Only those"autos"you lease,hire,rent or borrow.This does not include any"auto" Only you'lease, hire, rent, or borrow from any of your"employees",partners(if you are a partnership),members(if you are a limited liability company)or members of their • households, 9 Nonowned Only those"autos"you do not own,lease, hire,rent or borrow that are used in con • - "Autos"Only nection with your business.This includes"autos"owned by your"employees",part- ners(if you are a partnership),members(if you are a limited liability company),or members of their households but only while used in your business or your personal • affairs. CA 00 01 03 06 ©ISO Properties,Inc.,2005 Page 1 of 12 ❑ • - - i1 19 Mobile Equip- Only those"autos"that are land vehicles and that would qualify under the definition ment Subject To of"mobile equipment"under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are li- Financial Re- censed or principally garaged. i sponsibility Or I Other Motor Ve- .1 hicle Insurance ,. Law Only • B. Owned Autos You Acquire After The Policy SECTION II—LIABILITY COVERAGE Begins • A. Coverage 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered We will pay all sums an"insured"legally must pay next to a coverage in Item Two of the Declare- as damages because of"bodily injury'or"property (ions, then you have coverage for "autos" that • damage" to which this insurance applies, caused you acquire of the type described for the re- by an"accident"and resulting from the ownership, mainder of the policy period. maintenance or use of a covered"auto". 2. But, if Symbol 7 is entered next to a coverage We will also pay all sums an"insured"legally must • in Item Two of the Declarations, an "auto"you pay as a "covered pollution cost or expense" to acquire will be a covered"auto"for that cover- which this insurance applies, caused by an "acci- • age only if: . dent" and resulting from the ownership, mainte- a. We already cover all "autos" that you own nance or use of covered"autos". However,we will for that coverage or it replaces an "auto" only pay for the "covered pollution cost or ex- you previously owned that had that cover- pense" if there is either"bodily injury"or"property age;and damage" to which this insurance applies that is b. You tell us within 30 days after you acquire caused by the same"accident". it that you want us to cover it for that cover- We have the right and duty to defend any"insured" age. against a "suit" asking for such damages or a C. Certain Trailers,Mobile Equipment And "covered pollution cost or expense". However, we Temporary Substitute Autos have no duty to defend any "insured" against a • "suit"seeking damages for"bodily injury"or"prop- If Liability Coverage is provided by this Coverage erty damage" or a "covered pollution cost or ex- Form, the following types of vehicles are also coy- pense"to which this insurance does not apply.We ered"autos"for Liability Coverage: may investigate and settle any claim or"suit"as we 1. 'Trailers"with a load capacity of 2,000 pounds consider appropriate. Our duty to defend or settle or less designed primarily for travel on public ends when the Liability Coverage Limit of Insur- roads. ante has been exhausted by payment of judg- . 2. "Mobile..equipment" while being carried or menis or settlements. towed by a covered"auto". . 1. Who Is An Insured 3. Any"auto" you do'not own while used with the The following are"insureds": permission of its owner as a temporary substi- a. You for any covered"auto". tute for a covered"auto"you own that is out of • service because of its: b. Anyone else while using with your permis- sion a covered"auto"you own, hire or bor- a. Breakdown; • row except: • b. Repair; (1) The owner or anyone else from whom c. Servicing; you hire or borrow a covered"auto".This d. "Loss";or exception does not apply if the covered "auto" is a "trailer' connected to a cov- e. Destruction. ered"auto"you own. Page 2 of 12 ©ISO Properties,Inc.,2005 CA 00 01 03 06 ❑ i (2) Your"employee"if the covered"auto"is b. Out-Of-State Coverage Extensions ! • • owned by that"employee" or a member While a covered "auto" is away from the • of his or her household. state where it is licensed we will: . (3) Someone using a covered "auto"while (1) Increase the Limit of Insurance for Li- i he or she is working in a business of ability Coverage to meet the limits specf- selling, servicing, repairing, parking or fled by a compulsory or financial re- storing "autos" unless that business is sponsibility law of the jurisdiction where •• yours. the covered "auto" is being used. This • (4) Anyone other than your "employees", extension does not apply to the limit or • partners (if you are a partnership), limits specified by any law governing . members•(if you are a limited liability motor carriers of passengers or prop- . company), or a lessee or borrower or erty. . . any of their "employees", while moving (2) Provide the minimum amounts and ' property to or from a covered"auto". types of other.coverages, such as no • - "(5) A partner(if you are a partnership), or a fault, required of out-of-state vehicles by member (if you are a limited liability the jurisdiction where the covered"auto" company)for a covered"auto"owned by . is being used. him or her or a member of his or her We will not pay anyone more than once for household. the same elements of loss because of c. Anyone liable for the conduct of an "in- these extensions. sured" described above but only to the ex-B. Exclusions i tent of that liability. This insurance does not apply to any of the follow- 2. Coverage Extensions ing: . a. Supplementary Payments 1. Expected Or Intended Injury ' We will pay for the"insured": "Bodily inju or "property damage"expected (1) All expenses we incur, or intended from the standpoint of the "in- (2) Up to $2,000 for cost of bail bonds (in- sured". . cluding bonds for related traffic law vio- 2. Contractual lations) required because of an "acci- Liability assumed under any contract or agree- dent" we cover. We do not have to fur- ment. I • nish these bonds. But this exclusion does not apply to liability for • (3) The cost of bonds to release attach- ments in any"suit"against the"insured" damages: • we defend, but only for bond amounts a.•Assumed in a contract or agreement that is within our Limit of Insurance. an"insured contract"provided the"bodily in- jury" or "property damage" occurs subse • - (4) All reasonable expenses incurred by the quent to the execution of the contract or "insured"at our request, including actual agreement;or loss of earnings up to $250 a day be- • cause of time off from work. b. That the "insured" would have in the ab- . (5) All costs taxed against the "insured" in sence of the contract or agreement. any "suit" against the "insured" we de- 3. Workers'Compensation fend. Any obligation for which the ''insured" or the • • (6) All interest on the full amount of any "insured's"insurer may be held liable under any • judgment that accrues after entry of the workers' compensation, disability benefits or judgment in any "suit" against the "in- unemployment compensation law or any similar sured"we defend,but our duty to pay in- law. terest ends when we have paid, offered 4. Employee Indemnification And Employer's to pay or deposited In court the part of V Liability the judgment that is within our Limit of "Bodily ry inju 'to: • . Insurance. Thesepayments will not reduce the Limit of a. An"employee"of the"insured"arising out of and in the course of: Insurance. (1) Employment by the"insured";or CA 00 01 03 06 ©ISO Prop " ;,Inc.,2005 Page 3 of 12 ❑ • -1 i WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California City Of Huntington Beach All California Operations Attn: Risk Manager 2000 Main St Huntington Beach Ca 92648 The premium charge for this endorsement shall be 5%of the premium developed in conjunction with the work for which this waiver is provided,subject to a minimum premium of$100. This charge will be billed at the final audit. This endorsement changes the policy to which It is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Keyser Marston Associates, Inc. Policy Number 39546-22 Endorsement Number 11 Endorsement Effective December 01, 2016 Printed On December 05, 2016 Countersigned by: WC 00 03 13 Insured Copy (Ed. 04-84) 1983 National Council on Compensation Insurance. Office of Business Development Economic Analysis Services SERVICE: Economic Analysis Services SERVICE DESCRIPTION: Provide consulting services to assist in the area of economic analysis. Advice and financial analysis for Economic Analysis, Successor Agency and Housing reporting. VENDOR: Keyser Marston Associates OVERALL RANKING: Vendor 1 — 1542.50 SUBJECT MATTER EXPERTS/RATERS DEPARTMENTS SECTIONS: 1. City Manager's Office 2. Office of Business Development 3. Finance 4, Public Works I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1542.50 Veri o.r 1 MinimumiQualifications R aievv 4134111E,. Total Weighted Maximum Criteria Score Score Compliance with RFP 170.00 200 Technical Approach 412.50 500 Qualifications 555.00 600 Clarity 165.00 200 Local Vendor Preference 0 100 Cost 240.00 400 Total 50= II. DUE DILIGENCE REVIEW • Interview Ranking: Keyser Marston Associates Ranked number 1 in interview. Their experience and expertise exceeded the other firms. • References and Background Ranking: Based on their expertise in the field, knowledge of Huntington Beach, and understanding of the City's request and competitive rates, staff recommends Keyser Marston Associates. SummarYdf Reuie�nr —:-. • Staffing:Above Average • Experience: Excellent • Qualifications: Above Average • References: Excellent Office of Business Development Economic Analysis Services SERVICE: Economic Analysis Services SERVICE DESCRIPTION: Provide consulting services to assist in the area of economic analysis. Advice and financial analysis for Economic Analysis, Successor Agency and Housing reporting. VENDOR: Vendor#2 OVERALL RANKING: Vendor 2-1505 SUBJECT MATTER EXPERTS/RATERS DEPARTMENTS SECTIONS: 1. City Manager's Office 2. Office of Business Development 3. Finance 4, Public Works III. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1505 [Mir NCir imm m Quat a iotiSl eview Total Weighted Maximum Criteria Score Score Compliance with RFP 150.00 200 Technical Approach 400.00 500 Qualifications 525.00 600 Clarity 170.00 200 Local Vendor Preference 0 100 Cost 260.00 400 Total I 505=. ' DtfQ IV. DUE DILIGENCE REVIEW • Interview Ranking: Vendor 2 Ranked number 2 in interview. Their firm did well in the oral interview. • References and Background Ranking: Vendor 2 has a credible professional presence in economic development projects. • Lack of Huntington Beach history/knowledge of needs were a concern. Verxdafa#23 :Summa;.,af RevreW F.. • Staffing: Above Average • Experience: Above Average • Qualifications: Above Average • References: Above Average Economic Analysis Services RFP GRC Robert Vasquez 8060 Florence Avenue, Ste. 303 Downey, CA 90640 626-331-6373 Keyser Marston Associates Diane Chambers 500 South Grand Avenue, Ste. 1480 Los Angeles, CA 90071 415-398-3050 Kosmont Companies Larry J. Kosmont 865 South Figueroa Street, 35th Fl Los Angeles, CA -90017 213-417-3300 Rosenow Spevacek Group Inc. Hitta Mosesman 309 West 4th Street Santa Ana, CA 92701-4502 714-541-4585 Springsted Incorporated William W. Reynolds Warner Corporate Center 21300 Victory Boulevard, Ste. 1180 Woodland Hills, CA 91367 818-456-4861 Office of Business Development Economic Analysis Services SERVICE: Economic Analysis Services SERVICE DESCRIPTION: Provide consulting services to assist in the area of economic analysis, Advice and financial analysis for Economic Analysis,Successor Agency and Housing reporting. VENDOR: Keyser Marston Associates OVERALL RANKING:Vendor 1 —1642.60 SUBJECT MATTER EXPERTS/RATERS DEPARTMENTS SECTIONS: 1. City Manager's Office 2. Office of Business Development 3. Finance 4, Public Works I. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1542.50 ,_V.en.cf'orb.1�'Mi�iimii"ilit�t�aliftr�firoils.ftQ�+3 ��x`� c Total Weighted Maximum Criteria • Score Score Compliance with RFP 170.00 200 Technical Approach 412.50 50D ; • Qualifications 555.00 600 Clarity 165,00 200 Local Vendor Preference 0 100 Cost 240.00 400 • Total it:2 D II. • DUE DILIGENCE REVIEW • • Interview Ranking: Keyser Marston Associates Ranked number 1 in interview. Their experience • and expertise exceeded the other firms. • • References and Background Ranking: Based on their expertise in the field, knowledge of • Huntington Beach,and understanding of the City's request and competitive rates, staff recommends Keyser Marston Associates, 4�7e'ncfgiaWarafie aM 44 4-47,11 • Staffing: Above Average • Experience: Excellent • Qualifications:Above Average • References: Excellent • BB -81- Item 8. - 24 Office of Business Development Economic Analysis Services SERVICE: Economic Analysis Services SERVICE DESCRIPTION: Provide consulting services to assist in the area of economic analysis. Advice and financial analysis for Economic Analysis,Successor Agency and Housing reporting. VENDOR: Vendor#2 OVERALL RANKING:Vendor 2 -1505 SUBJECT MATTER EXPERTSIRATERS DEPARTMENTS SECTIONS: 1. City Manager's Office 2. Office of Business Development 3. Finance 4, Public Works II{. MINIMUM QUALIFICATIONS REVIEW • Written Proposal Score: 1505 "�Ven�far#2��fllnirri�tn Q�aliti�atia�Re'cle�. Total Weighted Maximum Criteria Score Score Compliance with RFP 150.00 200 • Technical Approach 400.00 500 Qualifications 525.00 600 Clarity 170.00 200 Local Vendor Preference 0 100 Cost 260.00 400 Total ' >`= 06sT IV. DUE DILIGENCE REVIEW • Interview Ranking: Vendor 2 Ranked number 2 in interview. Their firm did well in the oral interview. • References and Background Ranking: Vendor 2 has a credible professional presence in economic development projects. • Lack of Huntington Beach history/knowledge of needs were a concern. aria 2 iti aat ee e`G,r 7 � ` • Staffing:Above Average • Experience: Above Average • Qualifications: Above Average • References: Above Average Item 8. - 25 I -82-