Loading...
HomeMy WebLinkAboutSZFM Design Studio, Inc. - 2019-05-07 AMENDMENT NO. 2 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND SZFM DESIGN STUDIO, INC. FOR DESIGN CONSULTING AND PEER REVIEW SERVICES FOR DEVELOPMENTS PROPOSED IN THE CITY 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 SZFM DESIGN STUDIO, INC., a California Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, City and Consultant are parties to that certain agreement, dated May 7, 2019, entitled "Professional Services Contract Between the City of Huntington Beach and SZFM Design Studio, Inc. for Developments Proposed in the City" which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Sixty Thousand Dollars ($60,000.00). The additional sum shall be added to the original sum of Thirty Thousand Dollars ($30,000.00), for a new contract amount not to exceed Ninety Thousand Dollars ($90,000.00). 22-11985/294207 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on 06,1-p7,z. 2 , 2022. SZFM D N ST DI , C. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 'i2-t G NUS.1.;,'Y tv<A`1 print name ITS: (circle one)Chairman/Presiden ice President City Manager AND INITIATED AND APPROVED: ev_LG I �-- `lam Director of Community Development prin name ITS: (circle o AM,- ►,Chief Financial Officer/Asst. Secretary- reasurer COUNTERPART 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on 1CTIA 2- .2„ti , 2022. SZFM DESIGN STUDIO, INC. CITY 0 HUNTINGTON BEACH, a munici, . . 'oration of the State of aliforn By: print name ITS: (circle one)Chairman/PresidentNice President City Manager AND INITIATED AND APPROVED: By: Director of Community evelopment print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-TeERPART APPROVED AS TO FORM: ity ttorney V ititd Receive and File City Clerk 22-11985/294207 2 �,-....IN SZFMDES-01 SUMMANR ACORU° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD2YYY) Ilt.......---- 4/14/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or 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 License#0E87788 R2l€ACT Margarite Leon IOA Insurance Services PHONE FAX 3875 Hooyard Road (A/C,No,Eat):(925)918-4524 (A/c,No): Suite 200 E-MAILDESS:Margarite.Leont ioausa.com Pleasanton,CA 94688 INSURER(S)AFFORDING COVERAGE NAIC e INSURER A:Travelers Indemnity Company of Connecticut 25682 INSURED INSURER a:RLI Insurance Company 13056 SZFM Design Studio,inc. INSURER C:Liberty Insurance Underwriters,Inc 19917 P.O.Box 77664 INSURER D: San Francisco,CA 94107 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. NOTVNTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD.wvo IMMIOD/YYYYI IMMIDDivYYYi A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,090,000 CLAIMS-MADE X OCCUR X 6800J008276 4/112022 4/1/2023 pREMlSEs j5aEocNcur ante)_ 5� ^_ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY 3 1,000,000 - GENII AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE __$ 2,000,000 1 POLICY f Xi j o- I J LOC PRODUCTS-COMPIOP AGO $ 2,000,000 OTHER: $ COMBINED SINGLE LIMIT 1,000,000 A AUTOMOBILE LIABILITY _IEe accldentl ANY AUTO 6800J008276 411/2022 4/1/2023 BODILY INJURY tPer person) $ AUpT�O�S ONLY _ SCHEDULED AUTOS BODILY INJURY(Per accident),-3 X AUTOS ONLY X,AUNO.S ONLY r' OP�ExIRaeYtpAMAGE $ S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTIONS $ B WORKERS COMPENSATION X S ATUTE ERH AND EMPLOYERS'LIABILITY Y/N X PSW0001195 10/1/2021 10/1/2022 1,000,000 ANY Mandatory In NH)CPRROPMRIIET6ORR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ EXCLUDED? N/A E.L.DISEASE:EA EMPLOYEES 1,000,000 if es,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. AEXNYABZL3L003 4/14/2022 4/14/2023 Per Claim 1,000,000 C Professional Liab. AEXNYABZL3L003 4/14/2022 4/14/2023 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) RE:As-Needed Design Consulting and Peer Review All operations of the Named Insured,including the aforementioned project,if any. eep 01/ED AS TO General Liability: City of Huntington Beach is Included as Additional Insured on Primary&Nbh ontribu sis wi Waiver of Subrogation included,as required by written contract. BV: HAELFc GATE CITY ATTORNEY CITY OF HIJNTtNGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE , 200 Mai n Ci Streeof ton Beach jJ . (Huntington Beach.CA 92648 C •� ACORD 26(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND SZFM DESIGN STUDIO, INC. FOR DESIGN CONSULTING AND PEER REVIEW SERVICES FOR DEVELOPMENTS PROPOSED IN THE CITY 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 SZFM DESIGN STUDIO, INC., a California Corporation, hereinafter referred to as"CONSULTANT:' WHEREAS, City and Consultant are parties to that certain agreement,dated May 7, 2019, entitled "Professional Services Contract Between the City of Huntington Beach and SZFM Design Studio, Inc. for Developments Proposed in the City"which agreement shall hereinafter be referred to as the"Original Agreement": and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW,THEREFORE, it is agreed by City and Consultant as follows: 1. TERM The term of the Agreement is extended for one additional year until May 6,2023. 2. REAFFIRMATION Except as specifically modified herein,all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on '-M nCJ , 2022. 22-11119/278128 I SZFM DESIGN S DIO, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: prinrnarne ITS: (circle one)Cha' ides ice Resident City Manager AND INITIATED AND APPROVED: By: Director of Community Development print name ITS: (circle one)Secretary/Chief Financial Officer/Asst.Secretary-Treasurer APPROVED AS TO FORM: City Attorney AAW COUNTERPART 22-11119m9128 2 SZFM DESIGN STUDIO, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name ITS: (circle one)Chairman/President/Vice President City Manager A INITIATED AND APPROVED: By. - t ►a�L'rt dr,�l Director of Community Development print namc ITS: (circle one)Secret /Chief Financial Office rctary-Treasurer APPROVED AS TO FORM: City Attorney Aly/ COUNTERPART 22-111191278128 2 SZFM DESIGN STUDIO, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name ITS: (circle one)Chairman/President/Vice President City Manager AND INITIATED AND PR ED: By: "tL . Director of Community Development print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer APPROVED AS FORM: y orney Ad Receive and File 47 City Clerk 513127Z COUNTE"ART 22-11119278128 2 SZFPADES-01 SLIMM ACORD' CERTIFICATE OF LIABILITY INSURANCE OAT E140 ' 1 4/1 4/212 022 Y I 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 BYTHEPOLICIE5 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 P011cy(les)must have ADDITIONAL INSURED provisions or 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 cenilicato does not confer fights to the certificate holder In Ilou of such endorsomonl(s). PRODUCER License A OE67768 CT Margarlte Leon IDA Insurance Services PHONE,t E,q,(925)918-4524 juc,No Sit Hoppyartl Road p�� Mar arite.Leon loausa.coln Suite 200 �0HE55�U Pleasanton,CA 94588 INSURER(SI AFFORDING COVERAGE I NAIL INSURER A:Travelers Indenmily Company of Connecticut 125682 INSURED INSURER a:RLI Insurance Company 113056 SZFM Design Studio,Inc. INSURER C Liberty Insurance Undomriters,Inc 19917 P.O.BOX 77664 INSURER D; San Francisco,CA 94107 INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS To CERTIFY 'IHA'r 'IHL POLICIES OF INSURANCE LISIED BELOWHAVE BEEN ISSUED TOTHE INSURED NAMEDABOVE FORTHE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY RF.OUIRFMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICAIE 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.LIMIT'S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. WEN ADM SLOR POLICY EFF POLICY EXP I TYPEOFENERA LM POLICY NUMBED LIWTS A X COMMERCIAL GENERAL LIABILITY FAGI OGCUNHENGG___ $ 1,000,000 CI AIMS MADE.. uOrruR X i6800JO08276 4/'I12022 4/1/2023 DA4Hg To aF90aa.,a,�l_ 5 1,010,000 _ MF:D FXPP(Any Ono For W)__5 1 Q'QQQ PERSONAL A ADV INJURY 5 1.000,000 GF-N'I.AGGREIGVATlELDAITAP I SPER'. CFNFRAI AGGREGATE 5 2,000,100 --11 M UCY u Ta �LOC PR 1 MP PAG 2,000,000 _ THER: COMBINED SINGLE LIIAIT - 5 1,000,QQQ A AUTOMOBILE LIABILITY _ ANY AUTO 6800JO08276 4/1/2022 4/1/2023 GODLY INNNY LWr Persm EO�SDDM_V AIpItJO.p5y,1 EE0p BODILY INJURY Per atclee11 3 X ALp1050NLY x AUt(XS O�LV POPE�YIpAMAGE $ 5 LAID RELLA UAH OCCUR FACH OCCURRENCE. $ E%CESS LIA6 CLAIMS MADE AGGREGATE 3 __ floe RETENTION$ _ _$ OT B WORKERS COMPENSATION X SATVLEJj_�ER1— AND EMPLOYERS'LwewTY YI rJ ary XPSW0001196 10/1/2021 101112022 EL, 1,000.000 MPRORIIiMPRRIIUERJFCUTNE f F PEnd EXCLUDED? NIA I (MaD F_L DISEASE-EA EMPLOYEE $ 0,000100 Il ym,aosuno urcar 1,000,000 fJF IPTI0.V OF(:PERATIONR oq'ow EL Ltl5FA5E-POLICY LIMIT C Professional Liab. AEXNYABZL3L003 411412022 4/1412023 Per Claim 1,000,000 C Professional Liab. AEXNYABZL3L003 401412022 411412023 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS f VEHICLES (ACORD 101,AU,eflonal RomalAs ScMoule,may Is sllnc)Iee N more sP ce Is mqumed) RE:As-Needed Design Consulting and Poor Review All operations of the Named Insured,Including the aforementioned Freioct,If Y. 44p OVED AS TO FOR�M General Liability: Clry of Huntington Beach Is Included as Additional Insuretl on Primary 8 Nbh ontrlbU sls wl1ry Walvar of Subrogation Included,as required by written contract. BY +HAEL E.GATE CITY ATTORNEY CITY OF PUNTINGTON BEACH CER.T.IF�CATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Huntington Beach 200 Main Street C ,✓/(— Huntingto -Beach.-CA92619 ACORD 25(2016103) ®1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND SZFM DESIGN STUDIO, INC FOR DESIGN CONSULTING AND PEER REVIEW SERVICES FOR DEVELOPMENTS PROPOSED IN THE CITY 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 SZFM DESIGN STUDIO, INC, a California corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to design consulting and peer review services for proposed developments or other improvements submitted for City review and approval; 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 the following services to the City: A. Peer review services for proposed developments or other improvements submitted for City review and approval. B. Planning services, including Urban Planning, Feasibility Studies, Site Studies, and Plan Review Applications. C. Architectural services, including preliminary design/schematic design review, and design review applications. 19-7517/200618/SFF 1 of 11 D. Signage & environmental graphics review, including architectural ornament design review. Collectively, these services shall sometimes hereinafter be referred to as the "PROJECT. CONSULTANT hereby designates Maureen Pisani, 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. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on May 7 th , 2019 (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 the Section 1 Scope of Services shall be completed as promptly as reasonably possible, but in no event later than three (3) years from the Commencement Date. 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 "A," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars over the three year term of this Agreement. 19-7517/200618/SFF 2 of 11 5. EXTRA WORK In the event CITY requires additional services not included in the Scope of Services at Section 1, or changes in the Scope of Services, 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 "A." 7. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. Any use, re-use or modification of such materials for any purpose other than intended by this Agreement shall be at the City's sole risk. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims 19-7517/200618/SFF 3 of 11 and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Twenty-five Thousand Dollars ($25,000.00) 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. 19-75 17/20061 8/SFF 4 of 11 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. 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. 19-7517/200618/SFF 5 of 11 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 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. 19-7517/200618/SFF 6 of 11 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach SZFM Design Studio ATTN: Community Development Director Attn: Maureen Pisani 2000 Main Street 601 Fourth Street Huntington Beach, CA 92648 Loft 211 San Francisco CA 94107 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. 19-7517/200618/SFF 7 of 11 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 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. 19-7517/200618/SFF 8 of 11 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. 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 19-7517/200618/SFF 9 of 11 indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this 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. 19-7517/200618/SFF 10 of 11 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. CONSULTANT, CITY OF HUNTINGTON BEACH,a SZFM DESIGN STUDIO, C, municipal corporation of the State of a California corporatilfin CaliflornIEL Ursula Luna-Reynosa BY Director of Community Development print name ITS: (circle one - t Siden resident APPROVE S" AND City Attorney Y NV l P print name ITS: (circle one)Secretary/Chief Financial Officcr/Asst. Secretary-Treasurer vt (:ti Pp,-,, K t tvr tcc ReCeive and File City Gler c . /7/1,, 19-7517 1200618ISFF 11 of 1 I EXHIBIT "A" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Principal $230/hr Principal $185/hr. Senior Project Architect $150/hr. Project Architect/Project Manager $110 -$140/hr. Job Captain/Architect/Designer $100 -$130/hr. Project Coordinator $120/hr. Junior Designer $75-$95/hr. B. Travel Charges for time during travel are not reimbursable. C. Billiniz 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 1 Exhibit A 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. 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 A PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents 1 Scope of Services.....................................................................................................1 2 City Staff Assistance................................................................................................2 3 Term; Time of Performance.....................................................................................2 4 Compensation ..........................................................................................................2 5 Extra Work...............................................................................................................2 6 Method of Payment..................................................................................................3 7 Disposition of Plans, Estimates and Other Documents ...........................................3 8 Hold Harmless .........................................................................................................3 9 Professional Liability Insurance.............................................................................4 10 Certificate of Insurance............................................................................................5 11 Independent Contractor............................................................................................6 12 Termination of Agreement.......................................................................................6 13 Assignment and Delegation......................................................................................6 14 Copyrights/Patents...................................................................................................7 15 City Employees and Officials..................................................................................7 16 Notices.......................................................... ............................7 17 Consent ....................................................................................................................8 18 Modification.............................................................................................................8 19 Section Headings .....................................................................................................8 20 Interpretation of this Agreement..............................................................................8 21 Duplicate Original....................................................................................................9 22 Immigration...............................................................................................................9 23 Legal Services Subcontracting Prohibited................................................................9 24 Attorney's Fees..........................................................................................................10 25 Survival.....................................................................................................................10 26 Governing Law.........................................................................................................10 27 Signatories.................................................................................................................10 28 Entirety......................................................................................................................1 29 Effective Date.................................................................................I I SZFMDES-01 JACKSONNA ACORO� CERTIFICATE OF LIABILITY INSURANCE DATE /03120Y 0403/209 `•� 19 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 have ADDITIONAL INSURED provisions or 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 License#OE67768 CONTACT Naomi Jackson IOA Insurance Services PHONE FAX 3875 Hopyard Road AIC,No,Ezt):(925)660-3998 AIC,No): Suite 200 E-M RLEss.Naomi.Jackson@ioausa.com Pleasanton,CA 94588 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:RLI Insurance Company 13056 SZFM Design Studio,Inc. INSURER C:Navigators Insurance Company 42307 601 Fourth Street Loft 211 INSURER D: San Francisco,CA 94107 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ryPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD (MMIDDPrCM A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE [X]OCCUR X 6800JO08276 04/01/2019 04/01/2020 PAMAGETOR(EaENTED ISESoccurre $ 1,000,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY�X JECTT 171 LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINEPD SINGLE LIMIT 1,000,000 X ANYAUTO PSA0001211 01/25/2019 01/25/2020 BODILY INJURY Perperson) OWNED SCHEDULED AUTOS ONLY AUTNOSSy� p BODILY INJURY Per accident $ AUTOS ONLY AUOTOS ONtV PROPERTY DAMAGE Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE APPROVED AS TO FORM AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION J X PER OTH- AND EMPLOYERS'LIABILITY / STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N X PS /01/2018 09/01/2019 1,000,000 OFFICERIMEMBER EXCLUDED? N/A AEL E.GATES E.L.EACH ACCIDENT $ (Mandatory In NH) CITY ATTORNEY E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If Yes,describe under CITY OF HUNTINGTON SEA H 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. CM18DPLO141311V 04/14/2018 04/14/2019 Per Claim 1,000,000 C Professional Liab. CM18DPLO141311V 04/14/2018 04/14/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:As-Needed Design Consulting and Peer Review All operations of the Named Insured,including the aforementioned project,if any. General Liability: City of Huntington Beach is included as Additional Insured on Primary&Non-Contributory basis with Waiver of Subrogation included,as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Huntington Beach 200 Main StreetlHuntinaton Beach.CA 92648 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: 6800JO08276 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS h. This insurance does not apply to "bodily AN INSURED: injury" or"property damage" caused by "your Any person or organization that you agree in a work" and included in the "products- "written contract requiring insurance"to include as completed operations hazard" unless the an additional insured on this Coverage Part, but: "written contract requiring insurance" specifically requires you to provide such a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then "property damage" or"personal injury";and the insurance provided to the additional b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or damage is caused by acts or omissions of "property damage"that occurs before the end you or your subcontractor in tyre performance of the period of time for which the "written of "your work" to which the "written contract contract requiring insurance" requires you to requiring insurance" applies, or in connection provide such coverage or the end of the with premises owned by or rented to you. policy period, whichever is earlier. The person or organization does not qualify as an 2. The following is added to Paragraph 4.a. of additional insured: SECTION IV — COMMERCIAL GENERAL c. With respect to the independent acts or LIABILITY CONDITIONS: omissions of such person or organization; or The insurance provided to the additional insured d. For "bodily injury", "property damage" or is excess over any valid and collectible other "personal injury" for which such person or insurance,whether primary,excess,contingent or organization has assumed liability in a on any other basis, that is available to the contract or agreement. additional insured for a loss we cover. However, if you specifically agree in the "written contract The insurance provided to such additional insured requiring insurance" that this insurance provided is limited as follows: to the additional insured under this Coverage Part e. This insurance does not apply on any basis to must apply on a primary basis or a primary and non-contdbutory basis, this insurance is primary any person or organization for which to other insurance available to the additional coverage as an additional insured specifically insured which covers that person or organizations is added by another endorsement to this as a named insured for such loss, and we will not Coverage Part. share with the other insurance, provided that: f. This insurance does not apply to the (1) The "bodily injury" or "property damage" for rendering of or failure to render any "professional services", which coverage is sought occurs;and g. In the event that the Limits of Insurance of the (2) The "personal injury" for which coverage is sought arises out of an offense committed; Coverage Part shown in the Declarations exceed the limits of liability required by the after you have signed that "written contract "written contract requiring insurance", the requiring insurance". But this insurance provided insurance provided to the additional insured to the additional insured still is excess over valid shall be limited to the limits of liability required and collectible other insurance, whether primary, by that "written contract requiring insurance". excess, contingent or on any other basis, that is This endorsement does not increase the available to the additional insured when that limits of insurance described in Section III — person or organization is an additional insured Limits Of Insurance, under any other insurance. CG D3 81 0915 0 2015 The Travelers Indemnity Company.All rights reserved, Page 1 of 2 Includes the copvdghted material of Insurance Services Office.Inc..with Its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8.. Transfer 4. The following definition is added to the Of Rights Of Recovery Against Others To Us, DEFINITIONS Section: of SECTION IV — COMMERCIAL GENERAL "Written contract requiring insurance" means that LIABILITY CONDITIONS: part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part, payments we make for "bodily injury", "property provided that the "bodily injury" and "property damage" or "personal injury' arising out of "your damage" occurs and the "personal injury" is work" performed by you, or on your behalf, done caused by an offense committed: under a "written contract requiring insurance" with that person or organization. We waive this right a. After you have signed that written contract; only where you have agreed to do so as part of b. While that part of the written contract is in the "written contract requiring insurance" with effect;and such person or organization signed by you before, and In effect when, the "bodily injury" or c. Before the end of the policy period. "property damage" occurs,or the"personal injury" offense is committed. Page 2 of 2 ®2015 The Travelers Indemnity Company.All rights reserved. CG D3 8109 15 Includes the copyrighted material of Insurance Services Office,Inc.,with Its permission