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HomeMy WebLinkAboutLiebert Cassidy Whitmore, a Professional Corporation - 2019-06-17 AMENDMENT NO. I TO AGREEMENT TO PROFESSIONAL SERVICES-LABOR NEGOTIATIONS SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and Lqibrert Cassidy Whitmore, a Professional Corporation ("Negotiator") L ieber-' hereinafter referred to as "Negotiator." WHEREAS, City and Negotiator are parties to that certain agreement, dated June 17, 2019, entitled "Agreement for Professional Services-Labor Negotiations Services," which agreement shall hereinafter be referred to as the "Original Agreement," and City and Negotiator wish to amend the Original Professional Services Agreement to extend the term of the Original Agreement, NOW, THEREFORE, it is agreed by City and Negotiator as follows: 1. EXTENSION OF TERM The term of the Original Professional Services Agreement is hereby extended to June 30, 2020. 2. ADDITIONAL COMPENSATION. In consideration of the additional services to be performed, City agrees to pay Negotiator, and Negotiator agrees to accept from City as full payment for services rendered, an additional sum not to exceed Twenty Thousand Dollars ($20,000) in addition to the original sum of Thirty Thousand Dollars ($30,000), for a new total not to exceed Fifty Thousand Dollars ($50,000). 19-8273/219111 1 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on 54Ghrua q .2a.�4 , 2020. LIEBERT CASSIDY WHITMORE, CITY OF HUNTINGTON BEACH, a Professional Corporation a municipal corporation of the State of Califo is By: City Manager print name ITS: (circle one)Chairtnan/President/Vice President APPROVED AST . FORM: AND By: City Attorney print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary/Treasurer q47 City Clerk Date COUNTERPART 19-8273/219111 2 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this agreement to be executed by their authorized officers on ��hruGt/2—! U 'Zoe , 2020. LIEBERT CASSIDY WHITMORE, CITY OF IIUNTINGTON BEACH, a Profess' nal Corporation a municipal corporation of the State of Califo• is By City Manager �1 , print name ITS: (circle one)Chairman/ esidc ice Presid t APPROVED AS TO FORM: AN By' City Attorney r ►'a f-, P (36q- e_r "e Date ITS: (circle one secretor hief Financial Officer/Asst. Secretary/Treasurer City Clerk Date COUNTERPART 19-8273/219111 2 AGREEMENT FOR PROFESSIONAL SERVICES—LABOR NEGOTIATIONS SERVICES This Agreement is entered into between Liebert Cassidy Whitmore, a Professional Corporation ("Negotiator"), and the City of Huntington Beach, a Municipal Corporation ("City") 1. Conditions This Agreement will not be effective and Negotiator will have no obligation to provide services, until City returns a properly signed and executed copy of this Agreement. 2. Labor Nelzotiatons Services Liebert Cassidy Whitmore agrees to provide the services of Peter Brown to the City to serve as the Chief Negotiator for assigned labor contract negotiations, labor relations consultation, negotiations representation, and other services pertaining to labor and employment relations matters, including representation in labor negotiations and in related administrative proceedings, as requested by City or otherwise required. The Scope of Services related to this agreement is hereby outlined in EXHIBIT "A". 3. Fees, Costs, Expense City agrees to pay Negotiator the sums billed monthly for time spent by Negotiator in providing the services, including travel time. The current hourly rate for Negotiator time is $350.00 - $370.00 per hour. The range of hourly rates for time of associates, paraprofessional and support staff ranges from Seventy Five Dollars to Three Hundred Twenty Dollars ($75.00 - $320.00). The total amount of Negotiator services for the term of this Agreement is not to exceed Thirty Thousand Dollars ($30,000). The payment schedule related to this agreement is hereby outlined in EXHIBIT "B". A rate schedule for all Los Angeles and San Diego paraprofessional and support staff is attached hereto as Schedule A. Any assigned Negotiator will review his or her hourly rates on an annual basis and, if appropriate, adjust the rate effective July 1, 2019. The City Manager must pre-approve any adjusted rate for Negotiator while working on matters for the City. Negotiator will provide City with written notification of any adjustment in the range of rates for paraprofessional and support staff. Negotiator, paraprofessional and support staff bill time in minimum units of one-tenth of an hour. Negotiator work that may exceed (eight) 8 hours of total work in a single business day or memos that exceed two (2) hours of total work must not commence until the City Manager has granted prior written consent to Negotiator. City agrees to reimburse Negotiator for necessary costs and expenses incurred by Negotiator on behalf of the City. Negotiator bills photocopying charges at Fifteen Cents ($.15) per page and facsimile charges at Fifty Cents ($.50)per page. Payment by City against month billings is due upon receipt of statement delivered to the Office of the City Manager, and is considered delinquent if payment is not received within thirty (30) days of the date of the invoice. The California Business and Professions Code requires the City be informed as to whether LCW/Negotiator maintains errors and omission insurance coverage applicable to the services to be rendered to City. LCW/Negotiator confirms that such insurance coverage is maintained. 4. Arbitration of Professional Liability or Other Claims Disputes If a dispute between City and Negotiator arises over fees charged for services, the controversy will be submitted to binding arbitration in accordance with the rules of the California State Bar Fee Arbitration Program, set forth in California Business and Professions Code, Sections 6200 through 6206. The arbitrator or arbitration panel shall have the authority to award to the prevailing party attorney's fees, costs and interest incurred. Any arbitration award may be served by mail upon either side and personal service shall not be required. If a dispute arises between City and Negotiator over any other aspect of this agreement and/or the professional service-client relationship, including, without limitation, a claim for breach of professional duty, that dispute will also be resolved by arbitration. It is understood that any dispute as to any alleged breach of professional duty (that is, as to whether any services rendered under this agreement were allegedly unnecessary, unauthorized, omitted entirely, or were improperly, negligently or incompetently rendered) will be determined by submission to arbitration as provided by California law, and not by a lawsuit or resort to court process except as California law provides for judicial review of arbitration proceedings. Both parties to this Agreement, by entering into it, are giving up the constitutional right to have any such dispute decided in a court of law before a jury, and instead are accepting the use of arbitration. Each party is to bear its own attorney's fees and costs. 5. File Retention After services conclude, Negotiator will, upon City's request, deliver the file(s) for the matter(s) to the City, along with any funds or property of City's in Negotiator's possession. If City requests the file(s) for the matter(s), Negotiator will retain a copy of the file at the City's expense. If City does not request the file(s) for this matter, Negotiator will retain it for a period of seven (7)years after the matter is closed. If City does not request delivery of the file for this matter before the end of the seven (7) year period,Negotiator will have no further obligation to retain the file and may, at LCW's discretion, destroy it without further notice to the City. At any point during the seven (7) year period, City may request deliver of the file(s). 6. Assignment This Agreement is not assignable. 7. Supplemental Agreement Provisions This Agreement is subject to the Supplemental Agreement Provisions specified in EXHIBIT "C". 8. Independent Contractor It is understood and agreed that Negotiator, while engaged in the performing terms of this Agreement is an independent contractor and not an employee of the City. 9. Authority The signators to the Agreement represent that they hold the positions set forth below the signatures, and that they are authorized to execute this Agreement on behalf of the respective parties and to bind the respective parties hereto. 10. Term This Agreement is effective upon being fully executed by the parties, and will continue for a term not to exceed December 31,2019. Otherwise,this agreement shall be terminable by either party upon thirty(30) days written notice. This Agreement may be extended by the City Manager, not to exceed a successive period of six (6) months. LIEBERT CASSIDY WHITMORE, CITY OF HUNTINGTON BEACH, a Municipal a Professional Corporation Corporation of the State of California By: By: Fred A. Wilson Print Name City Manager ITS(circle one)Chairman/President/Vice President AND Approved As to Form By: Mic el E. Gates Print Name Cil5rAttorney ITS(circle one)Secretary/Chief Financial Officer/Assistant Secretary-Treasurer 8. Independent Contractor It is understood and agreed that Negotiator, while engaged in the performing terms of this Agreement is an independent contractor and not an employee of the City. 9. Authority The signators to the Agreement represent that they hold the positions set forth below the signatures, and that they are authorized to execute this Agreement on behalf of the respective parties and to bind the respective parties hereto. 10. Term This Agreement is effective upon being fully executed by the patties, and will continue for a term not to exceed December 31, 2019. Otherwise, this agreement shall be terminable by either party upon thirty (30) days written notice. This Agreement may be extended by the City Manager, not to exceed a successive period of six (6) months. LII IICRT CASSIDY WHITMOR> , CITY OF HUNTINGTON BEACI1, a Municipal a Professional Corporation Corporation of the State of California By: By: SloTl T/�D�m<!NN Lori Ann Farrell Harrison Pril2 ame City Manager — Interim ITS( rcle one)Chairrgaan/Presid ice President AND Approved As to Form By: i Micl el E. Gates Print Name Ci Attorney ITS(circle one)Secretary/Chief Financial Officer/Assistant Secretary-Treasurer an COUNTERPART Well City Clerk ! /�7 77 EXHIBIT "A" A. STATEMENT OF WORK: Scope of Services Contractor shall serve as Chief Negotiator (as designated) to negotiate labor agreements/contract renewals with assigned City bargaining units through successful final agreement, and/or completion of post-impasse processes (including factfinding) if necessary. B.CONSULTANT'S DUTIES AND RESPONSIBILITIES: 1, Negotiation Planning Activities • Contractor shall become knowledgeable about the City's labor agreements and related practices and policies, and the City's negotiations history, including any relevant files and documents necessary in preparation for contract negotiations. • Contractor shall participate with the City Council and City Manager or designee(s) to determine the City Council's negotiation parameters and in the development of City negotiation proposals to reach agreements within those parameters. • Contractor shall develop and recommend negotiation strategies to the City Council. • Contractor shall prepare, or whenever practicable work with designated City staff to gather and prepare, relevant data and information needed to evaluate and determine the potential impact and anticipated cost/savings associated with bargaining unit proposals or possible City proposals. • Contractor shall advise the City Council and City Manager on the timing and requirements associated with compliance of the City's Impasse procedures as contained with its Employer/Employee Relations Resolution and AB646 requirements, and work with designated City staff on the advance preparation of any materials that would be required or prudent to have ready should the City and any bargaining unit reach impasse in the negotiations process. . Contract Negotiation Activities • As assigned by City Council and/or the City Manager, Contractor shall act as the City's Chief Negotiator in contract negotiations, and the impasse resolution process, if necessary, including the construction of language within negotiated agreements for review, consideration and/or adoption by the City Council. • Contractor shall be available to meet with all assigned bargaining units on a schedule that makes possible completion of the negotiation process prior to expiration of the current contracts. • Contractor shall be available to meet with City Manager and/or his designee(s) as requested, and to attend City Council meetings and Closed Sessions as scheduled on the first and third Monday afternoon and evening of each month through the successful conclusion of the negotiations process. • Contractor shall be available as needed to meet or consult with the City Manager and/ or his designee(s) in order to ensure proper planning of and preparation for bargaining sessions and to provide advice and guidance needed related to the negotiations process. LCW Negotiations Services Agreement— Exhibit A EXHIBIT "A" • Contractor shall evaluate and analyze negotiations proposals received from labor organizations, advise and make recommendations to the City Council and the City Manager on how to proceed during negotiations, and perform services as requested by the City Council. • Contractor shall maintain communication with and provide updates regularly to the City Council and City Manager on the status of negotiation and throughout the process as developments occur which may impact the outcomes or direction of contract negotiations, or as additional direction from City Council is needed. • Contractor shall prepare or advise City designees in the preparation of documents, staff reports, exhibits, presentations, charts or spreadsheets necessary to convey information to the City Council, and City Manager and/or in preparation for final adoption of agreements by the City Council. Post Negotiation Activities • Contractor shall be present and available to speak at public meetings when labor contracts are agendized for review, consideration and/or adoption by the City Council. Other Services and Requirements • Contractor will prepare and submit written reports with respect to labor negotiations when requested by the City Council or the City Manager. • Contractor will consider all negotiations and discussions with representatives of the City to be confidential and will not release any information concerning such negotiations. • Contractor agrees that information, documents and reports pertaining to City of Huntington Beach labor negotiations and related matters are the property of the City of Huntington Beach and may not be used for any purposes other than those explicitly agreed to in writing by the City. C. CITY'S DUTIES AND RESPONSBILITIES: City agrees to provide Contractor with available data and information with respect to the City's assigned labor associations as related to the negotiations proceedings; including, but not limited to current and prior Memorandums of Understanding, salary and health and other benefit information, comparative market data, budget information, retirement program information and/or any other data and information relevant to the bargaining process. City agrees to allocate appropriate staff resources to assist Contractor in the performance of the work outlined herein. City agrees to process invoices submitted in accordance with City requirements pursuant to standard accounts payable procedures. D. WORK PROGRAM/PROJECT SCHEDULE Project will begin on or before January 1, 2018, and will continue until negotiations processes (including impasse and/or factfinding) for all assigned labor associations have concluded. LCW Negotiations Services Agreement—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: $350.00 - 370.00 per hour—Partner/Contractor/Chief Negotiator $75.00 - $320.00 per hour— Senior Counsel, Associates, Paraprofessional and Support Staff B. Travel. Charges for time during travel are reimbursable. C. Billing 1. All billing shall be done monthly in six(6) minute (1/10 of one hour)increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought Exhibit B—Negotiations Services Agreement—LCW—2019 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. Exhibit B—Negotiations services Agreement—LCW—2019 SCHEDULE A I. PUBLIC AGENCY FEE SCHEDULE Hourly Rates (As of Agreement Effective Date) Partners $350.00 Senior Counsel $305.00 Associates $200.00 - $285,00 Labor Relations/HR Consultant $195.00 - $230.00 Paraprofessionals &Litigation Support $75.00 - $170.00 Hourly Rates (Effective July 1, 2019) Partners $370.00 Senior Counsel $320.00 Associates $210,00 - $300.00 Labor Relations/HR Consultant $195.00 - $230.00 Paraprofessionals & Litigation Support $80.00 - $170.00 5 EXHIBIT "C" SUPPLEMENTAL AGREEMENT PROVISIONS SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide the services shown Exhibit A ("Scope of Services"), which may be referred to herein as the "services" or the "work.". 1.2 Standard of Performance. Contractor agrees that all services shall be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry, and that all goods, materials, equipment or personal property included within the services herein shall be of good quality, fit for the purpose intended. 1.3 Performance to Satisfaction of Citv. Notwithstanding any other provision herein, Contractor agrees to perform all work to the satisfaction of City within the time specified. If City reasonably determines that the work is not satisfactory, City shall have the right to take appropriate action, including but not limited to: (i) meeting with Contractor to review the quality of the work and resolve matters of concern; (ii) requiring Contractor to repeat unsatisfactory work at no additional charge until it is satisfactory; (iii) suspending the delivery of work to Contractor for an indefinite time; (iv)withholding payment; and (v)terminating this Agreement as hereinafter set forth. 1.4 Instructions from Citv. Tasks or services other than those specifically described in the Scope of Services shall not be performed without the prior written approval of the City Manager. 1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under the Agreement. Should the Contractor discover any conditions, including any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact in writing and shall not proceed except at Contractor's risk until written instructions are received from the City's Representative. 1.6 Identity of Persons Performing Work. (A) Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services required hereunder. Any personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. (B) Contractor represents that the tasks and services required hereunder will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. Contractor will exclusively determine the means, methods and details of performing the services subject to the requirements of this Agreement. 1 LCW Negotiations Services Agreement Exhibit C (C) This Agreement contemplates the personal services of Contractor and Contractor's employees, and it is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Contractor. Neither this Agreement nor any interest therein may be assigned by Contractor, except upon written consent of City. 1.7 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither the Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. In the event of any unapproved transfer, including any bankruptcy proceeding, City may void the Agreement at City's option in its sole and absolute discretion. No approved transfer shall release any surety of Contractor of any liability hereunder without the express written consent of City. INSURANCE AND INDEMNIFICATION 2.1 Insurance. Without limiting Contractor's indemnification obligations, Contractor shall procure and maintain, at its sole cost and for the duration of this Agreement, insurance coverage as provided below, against all claims for injuries against persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees, and/or subcontractors. In the event that Contractor subcontracts any portion of the work in compliance with Section 1.8 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the contractor is required to maintain pursuant to this Section 2.1. 2.1.1 Insurance Coverage Reguired. The policies and amounts of insurance required hereunder shall be as follows: A. Comprehensive General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01 including completed operations and contractual liability, with limits of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate for liability arising out of Contractor's performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set forth above. If written with an aggregate, the aggregate shall be double the each occurrence limit. Such insurance shall be endorsed to: (1) Name the City of Huntington Beach and its employees, representatives, officers and agents (collectively hereinafter "City and City Personnel") as additional insured for claims arising out of Contractor's performance of this Agreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. 2 LCW Negotiations Services Agreement Exhibit C B. Automobile Liability Insurance with a limit of liability of not less than $1,000,000 each occurrence and $1,000,000 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all "owned," "hired" and "non- owned" vehicles, or coverage for"any auto." Such insurance shall be endorsed to: (1) Name the City of Huntington Beach and its employees, representatives, officers and agents as additional insured for claims arising out of Contractor's performance of this Agreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. C. Workers'Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Contractor providing any service in the performance of this agreement. Such insurance shall be endorsed to: (1) Waive the insurer's right of Subrogation against the City and City Personnel. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement unless your insurance carrier is the State of California Insurance Fund(SCIF) and the endorsement numbers 2570 and 2065 are referenced on the certificate of insurance. Contractor's completion of the form attached hereto as shall be a condition precedent to Contractor's rights under this Agreement. Should Contractor certify, that, in the performance of the work under this Agreement, it shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, Contractor shall nonetheless maintain responsibility for requiring that any subcontractors performing work under this Agreement have and maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the work performed under this Agreement. D. Professional Liability Insurance with minimum limits of $1,000,000 each claim. Covered professional services shall include all work performed under this Agreement and delete any exclusion that may potentially affect the work to be performed. E. Evidence of Insurance: Contractor shall provide to City a Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to the expiration of any policy. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided. The City project title or description MUST be included in the "Description of Operations" box on the certificate. 3 LCW Negotiations Services Agreement Exhibit C Certificate Holder: City of Huntington Beach 2000 Main Street P.O. Box 190 Huntington Beach CA 92648 F. Endorsements: A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. Additional Insured Endorsements shall not: 1. Be limited to "Ongoing Operations" 2. Exclude "Contractual Liability" 3. Restrict coverage to the "Sole" liability of Contractor 4. Contain any other exclusion contrary to the Agreement. G. Any Deductible in Excess of $10,000 and/or Self-Insured Retentions must be approved in writing by the City. H. Acceptability of Insurers. Each policy shall be from a company with current A.M. Best's rating of A- VII or higher and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus lines brokers under applicable provisions of the California Insurance Code or any federal law. Any other rating must be approved in writing by the City. 2.2 Defense and Indemnification. Contractor agrees to defend and indemnify City and its officers, agents and employees against, and to hold and save them harmless from, any and all actions, claims, damages to persons or property, penalties, obligations, or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the willful or negligent act, errors or omissions of Contractor, its agents, employees, or subcontractors, in performance of the professional services under this Agreement, as well as for all acts, errors or omissions of Contractor, its agents, employees, or subcontractors which are in any way related to the services for which Contractor has been contracted, yet do not arise or occur from the performance of professional services. 1) Contractor shall consider all negotiations and discussions with representatives of the City to be confidential and shall not release any information concerning such negotiations. 2) Contractor agrees that information, documents and reports pertaining to City of Huntington Beach labor negotiations and related matters are the property of the City of Huntington Beach and may not be used for any purposes other than those explicitly agreed to in writing by the City. 2.2.1 Contractor shall defend any action or actions filed in connection with any such claims or liabilities, and shall pay all costs and expenses, including attorney's fees incurred in connection therewith. 2.2.2 Contractor shall promptly pay any judgment rendered against City or any City Personnel for any such claims or liabilities. 4 LCW Negotiations Services Agreement Exhibit C 2.2.3 In the event City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such damages or other claims arising out of or in connection with the work being performed or services being provided under this Agreement, Contractor shall pay to City any and all costs and expenses incurred by City or City Personnel in such action or proceeding, together with reasonable attorney's fees and expert witness fees. LEGAL RELATIONS AND RESPONSIBILITIES 3.1 Compliance with Laws. Contractor shall keep itself fully informed of all existing and future state and federal laws and all county and city ordinances and regulations which in any manner affect those employed by it or in any way affect the performance of services pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances, and regulations and shall be responsible for the compliance of all work and services performed by or on behalf of Contractor. 3.2 Licenses, Permits: Fees and Assessments. Contractor shall obtain at its sole cost and expense all licenses, permits, and approvals that may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Contractor's performance of the services required by this Agreement, and shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City thereunder. 3.3 Covenant against Discrimination. Contractor covenants for itself, its heirs, executors, assigns, and all persons claiming under or through it, that there shall be no discrimination against any person on account of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any person, in the performance of this Agreement. Contractor further covenants and agrees to comply with the terms of the Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) as the same may be amended from time to time. 3.4 Independent Contractor. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise, or a joint venturer, or a member of any joint enterprise with Contractor. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Neither Contractor nor any of Contractor's employees shall, at any time, or in any way, be entitled to any sick leave, vacation, retirement, or other fringe benefits from the City; and neither Contractor nor any of its employees shall be paid by City time and one-half for working in excess of forty (40) hours in any one week. City is under no obligation to withhold State and Federal tax deductions from Contractor's compensation. Neither Contractor nor any of Contractor's employees shall be included in the competitive service, have any property right to any position, or any of the rights an employee may have in the event of termination of this Agreement. 3.5 Covenant against Contingent Fees. Contractor warrants that it has not employed or retained any company or person other than a bona fide employee working for Contractor, to 5 LCW Negotiations Services Agreement Exhibit C solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. 3.6 Use of Patented Materials. Contractor shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by Contractor under this Agreement. Contractor shall indemnify, defend, and save the City harmless from any and all suits, actions or proceedings of every nature for or on account of the use of any patented or copyrighted materials consistent with Section 2.2 herein. 3.7 Proprietary Information. All proprietary information developed specifically for City by Contractor in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, but not including Contractor's underlying materials, software, or know-how, shall be the sole and exclusive property of City, and are confidential and shall not be made available to any person or entity without the prior written approval of City. Contractor agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of Contractor's services under this Agreement. Contractor further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by Contractor under this Agreement shall be made to City, and that Contractor shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by City. 3.8 Retention of Funds. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether arising out of this Agreement or otherwise) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and all amounts for which City may be liable to third parties, by reason of Contractor's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform Contractor's obligations under this Agreement. City in its sole and absolute discretion, may withhold from any payment due Contractor, without liability for interest, an amount sufficient to cover such claim or any resulting lien. The failure of City to exercise such right to deduct or withhold shall not act as a waiver of Contractor's obligation to pay City any sums Contractor owes City. 3.9 Termination by City. City reserves the right to terminate this Agreement at any time, with or without cause, upon 3 0 d a y s a d v a n c e written notice to Contractor. Upon receipt of any notice of termination from City, Contractor shall immediately cease all services hereunder except such as may be specifically approved in writing by City. Contractor shall be entitled to compensation for all services rendered prior to receipt of City's notice of termination and for any services authorized in writing by City thereafter. If termination is due to the failure of Contractor to fulfill its obligations under this Agreement, City may take over the work and prosecute the same to completion by contract or otherwise, and Contractor shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by City in retaining a replacement contractor and similar expenses, exceeds the Budget. 3.10 Waiver. No delay or omission in the exercise of any right or remedy by a non- defaulting party with respect to any default shall impair such right or remedy or be construed as a 6 LCW Negotiations Services Agreement Exhibit C waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent act. A waiver by either party of any default must be in writing. 3.11 Legal Actions. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Courts of the State of California in the County of Orange, or in any other appropriate court with jurisdiction in such County, and Contractor agrees to submit to the personal jurisdiction of such court. 3.12 Rights and Remedies are Cumulative. Except as may be expressly set forth in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such party, at the same or different times, of any other rights or remedies to which such party may be entitled. 3.13 Attorneys' Fees. In any action between the parties hereto seeking enforcement of any of the terms or provisions of this Agreement or in connection with the performance of the work hereunder, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to have and recover from the other party its reasonable costs and expenses, including, but not limited to, reasonable attorney's fees, expert witness fees, and courts costs. If either party to this Agreement is required to initiate or defend litigation with a third party because of the violation of any term or provision of this Agreement by the other party, then the party so litigating shall be entitled to its reasonable attorney's fees and costs from the other party to this Agreement. 3.14 Force Majeure. The time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of City or Contractor, including, but not restricted to, acts of nature or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, if the delaying party shall within ten (10) days of the commencement of such delay notify the other party in writing of the causes of the delay. If Contractor is the delaying party, City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in the performance of this Agreement, however caused. Contractor's sole remedy shall be extension of this Agreement pursuant to this Section 3.15. 3.15 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contractor, or any successor in interest, in the event of any default or breach by City, or for any amount which may become due to Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 3.16 Conflicts of Interest. A. No officer, official, employee, agent, representative or volunteer of City shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement that affects his or her financial interest or the financial interest of any corporation, partnership, association or other entity in which he or she is interested, in violation of any federal, state or city statute, ordinance or regulation. Contractor shall not employ any such person while this Agreement is in effect. 7 LCW Negotiations Services Agreement Exhibit C B. Contractor represents, warrants and covenants that he, she or it presently has no interest, direct or indirect, which would interfere with or impair in any manner or degree the performance of Contractor's obligations and responsibilities under this Agreement. Contractor further agrees that while this Agreement is in effect, Contractor shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the performance of Contractor's obligations and responsibilities under this Agreement. C. Contractor acknowledges that pursuant to the provisions of the Political Reform Act (Government Code section 87100 et seq.), City may determine Contractor to be a "Consultant" as that term is defined by the Act. In the event City makes such a determination, Contractor agrees to complete and file a "Statement of Economic Interest" with the City Clerk to disclose such financial interests as required by City. In such event, Contractor further agrees to require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" to disclose such other person's financial interests as required by City. 3.17 Contractor Ethics. Contractor represents and warrants that it has not provided or promised to provide any gift or other consideration, directly or indirectly, to any officer, employee, or agent of City to obtain City's approval of this Agreement. Contractor shall not, at any time, have any financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to Contractor as set forth in this Agreement. In the event the work and/or services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) Contractor shall not possess or maintain any business relationship with the applicant or any other person or entity which Contractor knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to City in accordance with this Agreement Contractor shall not advocate either for or against said project and/or application, and (iii) Contractor shall immediately notify City in the event Contractor determines that Contractor has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section shall be applicable to all of Contractor's officers, directors, employees, and agents, and shall survive the termination of this Agreement. MISCELLANEOUS PROVISIONS 4.1 Records and Reports.The City Manager of the City of Huntington Beach or his/her designee reserves the right to perform such audits, performance reviews, and other evaluations (collectively 'audit') that relate to or concern this Agreement at any time. Contractor agrees to participate and cooperate in up to five (5) hours of meetings and interviews (at no additional cost to City), if the same are requested by the City in connection with such an audit. Further, provided that the City pays Contractor's commercially reasonable hourly rate for services, Contractor agrees to participate and cooperate in such additional meetings and interviews (in excess of five (5) hours), if the same are requested by the City in connection with such an audit. Upon request by City, Contractor shall prepare and submit to City any reports concerning Contractor's performance of the services rendered under this Agreement. City shall have access, with 72 hours advance written notice delivered to Contractor, to the books and records of Contractor related to Contractor's performance of this Agreement in the event any audit is required. All drawings, documents, and other materials prepared by Contractor in the performance of this Agreement (i) shall be the property of City and shall be delivered at no cost to City upon request of 8 LCW Negotiations Services Agreement Exhibit C City or upon the termination of this Agreement, and (ii) shall not be made available to any individual or entity without prior written approval of City. The obligations of this Section 4.1 shall survive the expiration (or earlier termination) of this Agreement for a period of three (3) years. During said three (3) year period, Contractor shall keep and maintain all records and reports related to this Agreement, and City shall have access to such records in the event any audit is required. 4.2 Notices. Unless otherwise provided herein, all notices required to be delivered under this Agreement or under applicable law shall be personally delivered, or delivered by United States mail, prepaid, certified, return receipt requested, or by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by a document delivery service shall be effective upon receipt. Notices delivered by mail shall be effective at 5:00 p.m. on the second calendar day following dispatch. Notices to the City shall be delivered to the following address, to the attention of the City Representative set forth in Paragraph D.1 of the Fundamental Terms of this Agreement: To City: City of Huntington Beach 2000 Main Street P. O. Box 190 Huntington Beach, CA 92648 Notices to Contractor shall be delivered to the address set forth within this Agreement. 4.3 Construction and Amendment. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The headings of sections and paragraphs of this Agreement are for convenience or reference only, and shall not be construed to limit or extend the meaning of the terms, covenants and conditions of this Agreement. This Agreement may only be amended by the mutual consent of the parties by an instrument in writing. 4.4 Severability. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 4.5 Authorily. The person(s) executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. Pricing shall be as set forth below and in accordance with EXHIBIT "B". Included in the total compensation are all ordinary and overhead expenses incurred by Contractor and its agents and employees, including meetings with City representatives, and incidental costs incurred in performing under this Agreement. The total compensation for the Scope of Services set forth herein shall not exceed $30,000, including all amounts payable to Contractor for all costs of whatever nature, including, without limitation, all costs for, arising from, or due to termination of this Agreement. 9 LCW Negotiations Services Agreement Exhibit C In the event Contractor anticipates the potential need to perform services beyond those set forth herein where additional funding may be needed, Contractor shall notify City in writing allowing sufficient time for City to consider further action. Payment for services will be made monthly on invoices deemed satisfactory to the City, with payment terms of net 30 days upon receipt of invoice. Contractor shall submit invoices within fifteen (15) days from the end of each month in which services have been provided. Contractor shall provide invoices with sufficient detail to ensure compliance with pricing as set forth in this Agreement. The information required may include: date(s) of work, hours of work, hourly rate(s), and material costs. 10 LCW Negotiations Services Agreement Exhibit C OP ID:YC CERTIFICATE OF LIABILITY INSURANCE DATE 312 0 1 9Y) 05l23/2019 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 CONTNAME: .June Samarin Narver Associates Ins Agcy PHONE FAX P.O.Box 1509 A/c No Ext:626-943.2237 a c Ne;686-299-1010 San Gabriel,CA 91778-1509 EMAIL ADDRESS:)Samarin narver.com WESLEY HAMPTON HOUSE PRODUCER CUSTOMER ID#:LIEBE-1 INSURERS AFFORDING COVERAGE NAIC# INSURED Llebert Cassidy Whitmore INSURER A:Sentinel Insurance Company 11000 6033 W.Century Blvd.5th Fir INSURERS:Federal Insurance 12890 Los Angeles,CA 90045 INSURERC:Aspen Specialty Insurance 10717 INSURERD:Lloyds of London 15792 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR wyn$UBR POLICY NUMBER MMIDD/YYYY MM/DDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY X 72SBAAK0318 12/14/2018 12/14/2019 DAMAGE TO RENTED _PREMISES Ea occurrence $ 1,000,000 CLAIMS•MAOE FX]OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,00 X POLICY 7 PRO-JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,00 (Ea accident) ANY AUTO BODILY INJURY(Par person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE A X HIRED AUTOS 72SBAAK0318 12/1412018 12/14/2019 (PER ACCIDENT) $ A X NON-OWNEDAUTOS 72SBAAK0318 12/14/201 112/1412019 $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,00 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 A 72SBAAK0318 12/14/2018 12/14/2019 DEDUCTIBLE $ X RETENTION $ 10,000 $ WORKERS COMPENSATION X TOCY LAMITS OER AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 7176-05-95 04/0112019 04/01/2020 L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? ❑ N/A E. (Mandatory In NH) E.L,DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E,L.DISEASE.POLICY LIMIT 1$ 1,000,000 C Professional Liab. LRA9AF817 12/10/2018 12/10/2019 Per Claim 5,000,000 D Cyber Liability WN163087 12/06/2018 12106/2019 Per Claim 3,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Certificate Holder is named as an Additional Insured in regards to attached General Liability Form SS 00 08, per written contract or agreement. CERTIFICATE HOLDER CANCELLATION CITYHUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance, an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance: a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When..Required By Insured if there is no other similar insurance Written Gontract, Written. Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f, below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and Form SS 00 08 04 05 Policy Number:72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization damage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However,this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to; course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability In a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering Into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily in the product made intentionally injury", "property damage" or "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitufion of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you, or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. i (') The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that Insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary, If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of Insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance Is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional 51 Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the Insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Policy Number: 72SBAAK0318 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations, is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum, of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the 1. The Most We Will Pay Declarations. The Limits of Insurance shown in the 5. Damage To Premises Rented To You Limit Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises,while b. Claims made or"suits"brought; or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits", temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" Included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you, b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Form SS 00 08 04 05 CITY OF HUNTINGTON BEACH Professional Service Approval Form _ PART Date: 3/5/2019 Project Manager Name: Fred A. Wilson Requested by Name if different from Project Manager: Michele S. Warren Department: City Manager 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 I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Contractor to provide the City with Labor Negotiation Services. 2) Estimated cost of the services being sought: $ 30,000 O O 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 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. ® 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? answer to this question is "No," the contract will require approval from the City Council.) ® Yes ❑ No Fiscal Services anager Signature (Purchasing Approval) Date 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 2018/19 2019/20 10030404.69330 $15000 $ $ $ 10030404.69330 $ $15000 $ $ $ $ $ $ �4A,o oa-el 8 act CT Bu °p val � ate _ 111 Depa ent Head Signature(s) Aate 6 Chief Financial Officer Signature Date 1 d- Assist t`C".auger's Signature Date APPROVED ] DE" ❑ 3 Cif . Manager's Signature Date psa Icw 1-16-19.doc REV: February 2015 CITY OF HUNTINGTON BEACH Professional Service Approval Form PART II Date: 3/5/2019 Project Manager: Fred A. Wilson Requested by Name if different from Project Manager: Michele S. Warren Department: City Manager PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & II MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Liebert Cassidy Whitmore 2) Contract Number: ADM (Contract numbers are obtained through Finance Administration x 5630) O 3) Amount of this contract: $30,000 U Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 2018/19 2019/20 10030404.69330 $15,000 $ $ $ 10030404.69 . $ $15,000 $ $ 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes XN 0 6) Is this contract over$100,000? ❑ Yes No (Note: Contracts requiring City Counci App oval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at/l�east three^ available qualified consul ants? ❑ Yes ® NoGx �CCU �= G�i J 8) Attach a list of consultants from whom proposals were requested (including a , ontact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach E„ it B, which des c ' s e payment terms of the contract. pd Qefr�iien � Date' fiscal Se ' s Manager Purchasing) Date /C;) �Budgetger Approval Signature Date Chief Financia ficer(or designee) Signature Dat psa Icw 1-16-19- part ii 2016.doc