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HomeMy WebLinkAboutLisa Wise Consulting, Inc. - 2019-06-06 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND LISA WISE CONSULTFNG,INC. FOR SHORT TERM RENTAL STUDY THIS AMF..NDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH,a California municipal corporation, hereinafter referred to as "City,"and Lisa Wise Consulting, Inc.,a California corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement,dated June 6,2019, entitled"Professional Services Contract Between the City of Huntington Beach and Lisa Wise Consulting,Inc. for Short Term Rental Study,"which agreement shall hereinafter be referred to as the"Original Agreement," and City and Consultant wish to amend the Original Agreement to reflect the additional compensation to be paid in consideration thereof by City to Consultant. NOW,THEREFORE,it is agreed by City and Consultant as follows: 1. ADDI'TIONAL COMPENSATION In consideration of the additional services to be performed hereunder as described in the Original Agreement, City agrees to pay Consultant and Consultant agrees to accept from City as full payment for services rendered, an additional sum not to exceed Thirty Eight Thousand Dollars($38,000),in addition to the Original Sum of Thirty Thousand Dollars(330,000), for a new total not to exceed sum of Sixty Eight Thousand Dollars ($68,000). 2. REAFFIRMATION Except as specifically modified herein,all other terms and conditions of the Original Agreement shall remain in full force and effect. 20-9393/223552 1 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Lisa Wise Consulting, Inc. California By-- A li �-ityy Manager Lisa Wise INITIATED AnPP VED: print n ITS: (circle one)Chairm resider ice President Director of Co unity Development APPROVED AS TO RM: By: Henry Pontarel i print name City orney ITS: (circle o Secretary/ Officer/Asst.hief Financial Ocer/Asst. V P-0 Secretary—Treas ate i OD RECEIVE AND FILE: 7�61� City Clerk Date 20-8393/223552 2 December 16, 2019 Ursula Luna-Reynosa Director of Community Development City of Huntington Beach Regarding: Short-Term Rental Scope of Work, Phase 2 Dear Ms. Luna-Reynosa: We are pleased to provide a proposed Scope of Work for Phase 2 of short-term rentals(STRs) research and regulatory strategy in the City of Huntington Beach. Lisa Wise Consulting, Inc. (LWC) will be the project lead (prime consultant)with Host Compliance as a subconsultant, primarily providing-support in data gathering, analysis, and implementation/enforcement strategies. The proposed tasks herein are based on the Consultant Team's experience with similar projects and understanding of the City's expectations. An estimated budget is provided for each task. The Consultant Team remains flexible and wilting to modify the scope of work and budget to accommodate the City's needs. Once the City confirms tasks and budget, LWC will prepare target milestones. Scope of Work TASK 1: PHASE 2 INITIATION LWC will initiate Phase 2 with a kick-off conference call with the City to discuss the scope, schedule, and documenttdata request. The Consultant Team will identify City documents and data necessary and/or beneficial to complete the project and confirm availability of those documents and data with the City. Task 1: Deliverables DocumenVData Request City Responsibilities • Provide requested documents and data TASK 2: RESEARCH AND ANALYSIS The Consultant Team will conduct research and analysis based on the following requests from the September 3, 2019 Council Study Session: • How the case study cities' (as applicable)or other coastal cities define a "hosted'stay. For example, is a 4-plex where the owner lives in one unit and rents the other three units on a short-term basis considered"hosted"?What about a 9-plex? Etc. Case study cities from Phase 1 work: Carlsbad,Carpinteria,Newport Beach,and Pismo Beach. 983 OSOS STREET,SAN LUIS OBISPO,CA 934011 (805)595 13451 LISAWISECONSULTING.COM 1 1 This page left intentionally blank • Provide the estimated annual mean and median estimated nights occupied for STRs in Huntington Beach. LWC will provide based on STR data collected by Host Compliance during Phase 1, • Provide additional details on STR enforcement protocols from the case study cities or other coastal cities, specifically on how after-hours calls are handled (e.g., 24-hour hotline,weekend/evening enforcement officer, etc.). • Describe how the case study cities (as applicable)or other coastal cities implement and enforce primary resident requirements (e.g., Pismo Beach's requirement to reside at the home at least 183 days per year). • Provide projections of how the STR market in Huntington Beach might grow over time. • Determine existence/extent of code enforcement services available to an STR owner/operator, and if the City can require those"qualified"code enforcement services to be secured prior to STR operations. • Provide additional examples of parking requirements for STRs (Pismo Beach was the only case study jurisdiction that included parking ratios for STRs). LWC will submit findings from the above Items in a Research Summary Memo. The City will provide comments on the draft Research Summary Memo, and the Consultant Team will address those comments and prepare the final Research Summary Memo. Task 2: Deliverables • Research Summary Memo (draft and final) City Responsibilities • Comment on draft Research Summary Memo TASK 3:STAKEHOLDER INTERVIEWS LWC will conduct one day of stakeholder interviews at City facilities or another venue in Huntington Beach. One-on-one and small group interviews are intended to give the Consultant Team greater insight into the highest priority considerations for an STR ordinance from the perspective of a resident, property owner, neighborhood group, business group, or other stakeholder.This is an effective method to gather input that may be difficult to gather in large group settings. LWC will summarize the findings of the interviews in a memo consistent with an established confidentiality protocol. Confidentiality will be observed as it builds trust, protects stakeholders from real or perceived harm, and assures more accurate interview responses. Results from the interviews will only be reported in aggregate form where no comment or comments can be attributed to any individual. Task 3: Deliverables • Stakeholder interview questions (draft and final) • Stakeholder interview summary memo(draft and final) City Responsibilities • Provide a list of stakeholders • Schedule stakeholder interviews and secure venue • Comment on draft stakeholder interview questions and draft stakeholder interview summary 983 OSOS STREET,SAN LUIS OBISPO,CA 934011 (805)596 13451 LISAWISECONSULTING.COM 1 2 TASK 4: STR FRAMEWORK ALTERNATIVES In close coordination with City staff, the Consultant Team will craft up to three STR regulatory framework alternatives. Each alternative will include the following, as applicable: • Overview of regulatory framework. • Estimated number of existing STRs that would be considered illegal under the regulatory framework. This may include a range rather than a specific number. STR data collected by Host Compliance during Phase 1 will be utilized for this estimation. • Estimated number of STRs that would be considered legal under the regulatory framework.This may include a range rather than a specific number. STR data collected by Host Compliance during Phase 1 will be utilized for this estimation. • Projected number of STRs under the regulatory framework and of which type (e.g., primary residence vs. vacation rental, hosted vs. un-hosted), as applicable depending on the framework alternative. • Estimated City revenue from STRs(TOT and TBID) under the regulatory framework,which would be based on estimated average nightly stays per year and the type of STR (e.g., primary residence vs. vacation rental, hosted vs. un-hosted). This may include a high and low range of estimated revenues for each regulatory framework alternative.Assumptions for revenue projections would be provided to the City Finance Department for review and approval. • Estimated City costs to implement/administer the STR regulatory framework, Substantial coordination with City staff will be needed to make this estimate, and this will likely include a high and low range of estimated costs for each alternative.This may include costs associated with contractual services to implement and enforce the regulatory framework alternative. • High-level pros and cons of each regulatory framework. Task 4: Deliverables • STR Framework Alternatives Memo(draft and final) City Responsibilities • Comment on the draft STR Framework Alternatives Memo TASK 5: CITY COUNCIL STUDY SESSION LWC will prepare for and attend one City Council Study Session to present and discuss the findings from Task 2 (Research and Analysis), any community engagement efforts (i.e., stakeholder interviews), and the STR framework alternatives(Task 4). LWC will prepare a draft PowerPoint presentation for City staff review. Based on City staff comment's, LWC will prepare a final PowerPoint presentation for the Study Session. LWC will address questions and comments during the Study Session. Task 5: Dellverables • Study Session presentation (draft and final) City Responsibilities Comment on draft Study Session presentation 983 OSOS STREET,SAN LUIS OBISPO,CA 934011 (805)595 13451 L1SAIMSECONSULTING.COM 1 3 Budget Task 1: Phase 2 Initiation $1,000 Task 2: Research and Analysis $7,000 .Task 3: Stakeholder Interviews $9,000 Task 4: STIR Framework Alternatives $16,000 Task 5: City Council Study Session $5,000 TOTAL $38,000 Assumptions • Deliverables will be provided digitally (e.g.,Word, PDF, PPT) unless otherwise stated and agreed upon by LWC and the City. • LWC may reallocate hours among tasks if individual tasks are completed in less time than anticipated, Total not to exceed amount will not be affected. • City comments will be submitted to LWC as a single set of consolidated, complete, non-conflicting, actionable items. • Additional meetings or attendance at hearings will be billed on a time and materials basis. • The City will be responsible for any and all coordination with the California Coastal Commission. • City staff will reserve City Council Study Session room(s) and distribute notices In compliance with the City's standard protocol at minimum. • City staff will maintain the City webpage and be responsible for all social media postings. • All data and information provided by the City will be assumed to be correct and up-to-date. 983 OSOS STREET,SAN LUIS OBISPO,CA 934011 (805)595 13451 LISAWISECONSULTING.COM 1 4 City of Huntington Beach Attn: Ursula Luna-Reynosa 2000 Main Street RECE/VFD f AN 211010 Huntington Beach, CA 92648 jept.ofcm177unirypeve1p (714) 536-5554 pment �GleO ti0 �P oe�oQ �eQ lisa wise consulting, inc. planning economics implementation January 9, 2020 Transmittal To: City of Huntington Beach Ursula Luna-Reynosa 2000 Main Street Huntington Beach, CA 92648 (714) 536-5554 Re: Lisa Wise Consulting, Inc. (LWC) and City of Huntington Beach, Partially Executed Amendment No. 1 (to Agreement sign and dated June 6) for Short Term Rental Study. Please find enclosed, one (1) copy of Amendment No. 1 to the Agreement to complete a Short Term Rental Study, with wet signatures from LWC President, Lisa Wise and Secretary, Henry Pontarelli. Lisa Wise Consulting, Inc.,983 Osos Street,San Luis Obispo,CA 93402 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND LISA WISE CONSULTING, INC. FOR SHORT TERM RENTAL STUDY 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 Lisa Wise Consulting Inc., a California corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to prepare a short term rental study; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the 'PROJECT." CONSULTANT hereby designates Lisa Wise who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree/surfnet/professional svcsto$49 10/15 1 of I I 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 6th , 20-19 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or, changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professional svcs to$49 10115 2 of I I 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion,whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT,its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for agree/surt'net/professional svcs to$49 io/is 3 of 11 CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason,CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. agree/surfnet/professional svesto$49 10115 4 of 11 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. It. 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 agree/surfnet/professional svesto$49 10115 5 of 11 payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any agree/surfnet/professional svcsto$49 10115 6 of 11 financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Lisa Wise ATTN: Ursula Luna-Reynosa Lisa Wise Consulting, Inc. 2000 Main Street 983 Osos Street Huntington Beach, CA 92648 San Luis Obispo, CA 93401 (805) 595-1345 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. agree/surfnet/professional svcsto$49 10115 7ofII 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of agree/surfnet/professional sves to$49 10115 8 of 1 I the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. agree/surfnet/professional svcsto$49 10115 9 of 11 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. agree/surfnet/professional svcsto$49 10/15 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California COMPANY NAME Lisa Wise Consulting, Inc. ' M UAXI Go.n�t rH a�tA/y Q��"LuzJ jfttor/Chief By. (Pursuah t To HBMCC§3.03.1(/0) APPROVED AS TO FORM: print nam ITS: (circle one)Chai ice P ident i AN { CitylAttorney k.LV By: (� Date _ �nry i Gv1�R1G � —T print name RECEIVE AND FILE: ITS: (circle.,,®Chief Financial Officer/Asst. Secretary—Treasurcr l� City Clerk Date agree/surfnet/professional sves to S49 10/15 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) 1. Case Study Analysis LWC will work with the City to identify up to four relevant case studies and conduct targeted research into STR programs in those jurisdictions. 2. Data Collection done by Host Compliance 3. Present study at a City Council Study Session B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Final Case Study Summary Memo Final Huntington Beach Short Term Rental Data Summary Attend one (1) City Council Study Session to present findings C. CITY'S DUTIES AND RESPONSIBILITIES: Provide comments to draft Case Study memo and draft data prepared by consultant. City's comments will be submitted to LWC as a single set of consolidated comments. D. WORK PROGRAM/PROJECT SCHEDULE: May 2019 Kick off call July 2019 Draft Case Study Memo, Draft Huntington Beach STR Data provided to City September 3, 2019 LWC attend City Council Study Session EXHIBIT A EXHIBIT "B" Payment Schedule(Hourly Payment) A. Hourly CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Case Study Analysis $12,000 Data Collection $13,000 Meetings w/Staff&CC $5,000 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 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 1 Exhibit B performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule(Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve.the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice,CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND LISA WISE CONSULTING INC. FOR SHORT TERM RENTAL STUDY Table of Contents 1 Scope of Services.................................................................................................................1 2 City Staff Assistance............................................................................................................2 3 Term;Time of Performance.................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work...........................................................................................................................2 6 Method of Payment..............................................................................................................3 7 Disposition of Plans,Estimates and Other Documents........................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance..............................................................................4 10 Certificate of Insurance........................................................................................................5 11 Independent Contractor........................................................................................................6 12 Termination of Agreement...................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents...............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................8 18 Modification.........................................................................................................................8 19 Section Headings.................................................................................................................8 20 Interpretation of this Agreement..........................................................................................8 21 Duplicate Original................................................................................................................9 22 Immigration...........................................................................................................................9 23 Legal Services Subcontracting Prohibited............................................................................9 24 Attorney's Fees......................................................................................................................10 25 Survival.................................................................................................................................10 26 Governing Law.....................................................................................................................10 27 Signatories.............................................................................................................................10 28 Entirety..................................................................................................................................10 29 Effective Date.................................................................................I I LISAWIS-01 PATRA01 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(M/201YYY) 5/292019 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#0305584 CONTACT Julia Dorst NAME: Morris&Garritano Insurance Agency,Inc. jaI/°NNo,Eat):(805)543-6887 735 FAX No: 805 543-3064 PO Drawer 1189 ( ) San Luis Obispo,CA 93406 E-MADDRESS:jdorst@morrisgarritano.com INSURE S AFFORDING COVERAGE NAIC0 INSURER A:Twin City Fire Insurance Company 29459 INSURED INSURER B:Sentinel Insurance Company 11000 Lisa Wise Consulting,Inc. INSURERC: 983 Osos Street INSURER D: San Luis Obispo,CA 93401 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRI M/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE L-II OCCUR DAMAGE TO PREMISES a NTED occurrence) $ MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ikMOVED AS TO FORM $ ANY AUTO . BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS yyN s BODILY INJURY Per accident $ AUTOS ONLY AUTO ON D � P�2eOPERdent AMAGE $ M CH EL E.GATES de ATTORNEY UMBRELLA LIAB OCCUR 01-'HU TINGTON BEACH EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION$ WORKERS COMPENSATION I PER OTH- AND EMPLOYERS'LIABILITY YIN A LITE ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ I,If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A ProfessionalLiabili 51PG0282457 12/29/2018 12/29/2019 Per Claim 1,000,000 B ,Commercial Property 51SBAAC6582 12/29/2018 12/29/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Short Term Rental Study. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y g ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE 0//�?4- ACORD 25(2016/03) ©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 LISA WISE CONSULTING, INC. FOR SHORT TERM RENTAL STUDY 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 Lisa Wise Consulting Inc., a California corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to prepare a short term rental study; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Lisa Wise who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. agree/surfnet/professional Svcs to$49 10/15 1 of 11 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on June 6,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 Exhibit "A" shall be completed no later than one year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." agree/surfnet/professionalsvcs to$49 10/15 2 of 11 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE agree/surfnet/professionalsvcs to$49 10/15 3 of 11 CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT agree/surfnet/professional Svcs to$49 10/15 4 of 11 waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all agree/surfnet/professionalsvcs to$49 10/15 5 of 11 payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS agree/surfnet/professional svcs to$49 10/15 6 of 11 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 I 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 parry via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Lisa Wise ATTN: Ursula Luna-Reynosa Lisa Wise Consulting, Inc. 2000 Main Street 983 Osos Street Huntington Beach, CA 92648 San Luis Obispo, CA 93401 (805) 595-1345 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. agree/surfnet/professionalsves to$49 10/15. 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 agree/surfnet/professional sves to$49 10/15 8 of 11 The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. agree/surfnet/professionalsves to$49 10/15 9 of 11 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. agree/sadnet/professional sves to$49 10/15 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California COMPANY NAME Lisa Wise Consulting, Inc. LAM O- . Co�►ut4tyA oc-AsultAeor Director/Chief By. (Pursuant To HBMC§3.03.100) APPROVED AS TO FORM: print nam ITS: (circle one)Chai a We ice P sident AN City Attorney �A � By: ^'�/�' Poll is print name RECEIVE AND FILE: ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer 44�� City Clerk Date 'p• 142" /C7 agree/surfnet/professional svcs to$49 10/15 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) 1. Case Study Analysis LWC will work with the City to identify up to four relevant case studies and conduct targeted research into STR programs in those jurisdictions. 2. Data Collection done by Host Compliance 3. Present study at a City Council Study Session B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Final Case Study Summary Memo Final Huntington Beach Short Term Rental Data Summary Attend one (1) City Council Study Session to present findings C. CITY'S DUTIES AND RESPONSIBILITIES: Provide comments to draft Case Study memo and draft data prepared by consultant. City's comments will be submitted to LWC as a single set of consolidated comments. D. WORK PROGRAM/PROJECT SCHEDULE: May 2019 Kick off call July 2019 Draft Case Study Memo, Draft Huntington Beach STR Data provided to City September 3, 2019 LWC attend City Council Study Session EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Case Study Analysis $12,000 Data Collection $13,000 Meetings w/Staff& CC $5,000 B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of 13 Exhibit B 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. 14 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND LISA WISE CONSULTING INC. FOR SHORT TERM RENTAL STUDY Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans, Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices... 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date.................................................................................I I LISAWIS-01 PATRA01 '4coRo CERTIFICATE OF LIABILITY INSURANCE DAT D/YYYY) `—� 5/29/229/2019 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 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#0305584 CONTACT Julia Dorst Morris&Garritano Insurance Agency,Inc. HONK,Ext):(805 543-6887 735 FAX PO Drawer 1189 ( ) (A/C,No):(805)543-3064 San Luis Obispo,CA 93406 ADDRESs:jdorst@morrisgarritano.com INSURERS AFFORDING COVERAGE NAIC# - INSURERA:Twin City Fire Insurance Company 29459 INSURED - INSURER B:Sentinel Insurance Company 11000 Lisa Wise Consulting,Inc. INSURERC: 983 Osos Street INSURER D: San Luis Obispo,CA 93401 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS L INSD WVD M D MM D/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTEDPREMISES fEa occurrence $ MED EXP LAny oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑J R& LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBI NE SINGLE LIMIT nIl $ ANY AUTO PP OV AS TO FORM OWNED SCHEDULED BODILY INJURY Perperson) $ AUTOS ONLY AUTOS S - BODILY INJURY Per accident $ AUTOS ONLY AUOTOS ONLD $Y PerOa.dent AMAGE $ MI CH EL E.GATES CM ATTORNEY $ UMBRELLA LIAB .00CUR C 0 HU TINGTON BEACH HEACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION - PER OTH- AND EMPLOYERS'LIABILITY Y/N TUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/M�MBEER EXCLUDED? NIA E.L.EACH ACCIDENT $ (Mandatory inNH) E.L.DISEASE-EA EMPLOYEE $ If yes,tlescribe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liabili 51PGO282457 12/29/2018 12/29/2019 Per Claim 1,000,000 B Commercial Property 51SBAAC6682 12/29/2018 12/29/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Short Term Rental Study. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RECEIVED JUN 10 1019 Dept.of 1144,,eWpr §e consulting, inc. 983 Osos Street San Luis Obispo, CA 93401 T: 805-595-1345 F: 805-595-1978 lisa@lisawiseconsulting.com DATE: June 4, 2019 TO: Ursula Luna-Reynosa FROM: Laura Strehle, Office Manager REGARDING: Partially Executed Contract Please find enclosed a partially executed contract for the Short Term Rental Study.