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Atlas Planning Solutions - 2021-04-12 (4)
p,1sV'{e,4). AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ATLAS PLANNING SOLUTIONS FOR THE PROVISION OF THE CITY OF HUNTINGTON BEACH EMERGENCY OPERATIONS PLAN THIS AMENDMENT is made and entered into by 4d between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and ATLAS PLANNING SOLUTIONS, a California Corporation, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated April 1, 2021, entitled"Professional Services Contract Between the City of Huntington Beach and Atlas Planning Solutions for the Provision of the City of Huntington Beach Emergency Operations Plan"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 and amend the scope of work to be performed, 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 Eight Thousand Dollars ($8,000.00). The additional sum shall be added to the original sum of Twenty Two Thousand Dollars 23-12648/306413 1 ($22,000.00), for a new contract amount not to exceed Thirty Thousand Dollars ($30,000.00). 2. EXTRA WORK The City and Consultant agree to amend the Scope of Work to include the extra work described in Exhibit"A"which is attached hereto. 3. 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 /104-1 , 2023. ATLAS PLANNING SOLUTIONS CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name ITS: (circle one)Chairman/PresidentNice President Fire Chief AND APPROVED AS T ORM: By: print name ITS: (circle one) Secretary/Chief Financial 7orneer/Asst. Secretary-TreasurerCEIVED AND FILE: T City Clem 4"AS 23-12648/306413 2 ($22,000.00),for a new contract amount not to exceed Thirty Thousand Dollars ($30,000.00). 2. EXTRA WORK The City and Consultant agree to amend the Scope of Work to include the extra work described in Exhibit"A"which is attached hereto. 3. 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 1, /!0 2023. �J ATL PLANNIN SOLUTIONS CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: U nL print name ITS: (circle one)Chairma residen ice President Fire Chief AND --- --_ APPROVED AS TO FORM: By: 'ce JC print name S: circle one)Secretar} Chief Financial) City Attorney R� Officer/, sst.Secretary-Treasurer RECEIVED AND FILE: COUNTERPART City Clerk 23-12648/306413 2 SCOPE OF WORK Task ' Description Deliverable r Staff Hours Fee Atlas Planning will conduct a project kick off meeting with City staff j Annotated TOC and Cal j 16 hours $2,400 1. Kick-Off Meeting to identify the goals and milestones for the EOP update.This task OES Crosswalk, identifying EOP Document Review will also include the review of the EOP Document using the Cal OES portions to be updated. Crosswalk and development of an update Table of Contents that includes annotated notes for areas of potential update. Based on the initial review of the EOP and Table of Contents,Atlas Updated EOP Basic Plan 40 hours $6,000 2. EOP Basic Plan Planning will prepare preliminary technical edits to the EOP Basic Document for City staff Plan,which will include new or revised content within the Basic Plan Review. Technical Updates identified by the client and the prior EOP plan review in Task 1. Upon receipt of comments from City Staff on the Basic Plan,Atlas i Updated EOP Annexes i 40 hours $6,000 3. EOP Section Annex's Planning will prepare updates to the EOP Annexes identified as part I itil of Task 1.These updates are anticipated to focus on revisions within Technical Updates j { x section Annex's,to streamline the documents and make them easier j j 5 — ; to navigate and read. {_ y r— Upon completion of task 3 and receipt of final comments from City Final draft of Document 40 Hours $6,000 4. EOP Formatting staff,Atlas Planning will finalize the revisions of the EOP Basic Plan i ready for submittal. andDocument and Annexes,which include all necessary edits and formatting, Preparation making the document ready for adoption and use by the City. This task covers expenses associated with document production, 1 color copy of the EOP N/A $1,600 5. Incidentals meetings,and travel expenses if necessary on the project. Document upon completion I of the project. 6. On-Call services On-Call services for emergency operations plan work at$150.00 per -- N/A — $8,000 hour Total i $30,000 L `v J ®' AC�o CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 12/10/2022 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 CONTACT NAME: Hiscox Inc.d/b/a/Hiscox Insurance Agency In CA PHONE (888)202-3007 FAX 520 Madison Avenue EAMCAILo.Exe): (A/C,No): 32nd Floor /woREse: contactta�hiscox.com New York,New York 10022 INSURERS)AFFORDING COVERAGE NAIC# INSURER: Hiscox Insurance Company Inc 10200 INSURED • INSURER B: Atlas Planning Solutions INSURER C: 6578 Barranca Dr Riverside,CA 92506 INSURER B INSURER B: 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. iL R TYPE OF INSURANCE NSu WVo POLICY NUMBER (R Awl_SUER MMIDDIYYYY) (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABIUTY EACH OCCURRENCE $ CLAIMS-MADE n OCCUR PRA MISES(Ea occccuE ence) $ MED EXP(Any one person) S PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIESPER: GENERAL AGGREGATE S POLICY PRO- n LOC PRODUCTS-COMP/OP AGG $ OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ( ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNEDUTTS (Per accident) $ $ UMBRELLA LIAO _ OCCUR EACH OCCURRENCE -$ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTIONS $ WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY _STATUTE ER ANYPROPRIETOR/PARTNERIEXECUTIVE YIN E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? n N/A (Mandatory In NH) E.L.DISEASE-FA EMPLOYEE $ If you describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability Y P100.057.330.5 01/22/2023 01/22/2024 Each Claim:$3,000,000 Aggregate:$3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,.EMPLOYEE AGENTS AND VOLUNTEERS APPROVED AS TO FORM By: �s MICHAEL E.GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATIORITY OF HUNTINGTON BEACH City of Huntington Beach 2000 Main Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Huntington Beach,CA 92648 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /41, •- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ATLAS PLANNING SOLUTIONS FOR THE PROVISION OF THE CITY OF HUNTINGTON BEACH EMERGENCY OPERATIONS PLAN 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 Atlas Planning Solutions, a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide the City an emergency operations plan; 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 perforn7 these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. 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 Aaron Pfannenstiel who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 21-9460n47857agree/stirfncL/professionaI secs to S49 05/19-204132 1 of 12 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 f}P/e L 02 20a� (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 (1) year from the Commencement Date. The time for performance of the tasks I 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 I expenses, not to exceed Twenty Two Thousand Dollars ($22,000). 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. 21-9460n47857a®cdsurfneupmf=imaI 3vw m S49 05/19-204132 2 of 12 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 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 A. 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, ifany) 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. 2 1-946024 78 5 7agrcn/surfnct/profcssional secs to 549 05/19-204132 3 of 12 B. To the extent that CONSULTANT performs"Design Professional Services' within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of-subsection A above: "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 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. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorneys 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 famish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 2I-94G00J7857agree/sud'nct/professional s%cs to S49 05/19-204132 4 of 12 CONSULTANT's professional liability in an amount not less than One Million Dollars (S1,000.000.00) 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. 21.9460247357agree/surfnet/professional secs to S49 05/19-204132 5 of 12 10. CERTIFICATE OF INSURANCE-" Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty(30) days' prior written notice: however, ten (10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indenmification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of' this Agreement as an independent contractor herein and not as an employee of-CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other 21-9460R47857agrec/surtneUprol'cssiona]secs to S19 05119-204132 6 of 12 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 CONSULTAN- 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. COPYRIGFITS/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 21-9460247857agree/surfnet/professional sres to S19 05/19-204132 7 of' 12 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 Atlas Planning Solutions ATTN: Brevyn Mettler ATTN: Aaron Pfannenstiel 2000 Main Street 6578 Barranca Dr, Huntington Beach, CA 92648 Riverside, CA 92506 (951) 444-9379 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. 21-9460247357agree/surfnet/professional svcs to S49 05/19-204132 8 of 12 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 :I-9.160r'47857agredsurliteUprofessional sses to S19 05/19-204132 9 of 12 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 C'iry C'harrer 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. ATTORNEfS 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 attomey'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. 2 1-946024 78 5 7agrecisurfnedprefcssional secs to$49 05/19-204132 10 of 12 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. 21.94 6024 7 8 5 7ugrce/sudneUprofessional s%cs to S19 05119-204132 11 of 12 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 Atlas Planning Solutions California I By: s5Aaa.t" ¢u Director/Chief Suzanne Murray (Pursuant To HBAIC 53.03./00) Print ton, APPROVED AS TO FORM: ITS: (tack any Choi den ice President AND .w� By: C=6 )( City Attorney &W Aaron Pfannenstiel Date print name ITS: (aims mi)Seaeta Chief Financial Ofliar sst. RECEIVE AND FILE: scouttry—Treasure, � City Clerk Date /-2�?6.Z/ 31.9460t24M7aVvdSwftMLjpM&nkMM F,=to Pq 05/19-204132 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) See attached Exhibit A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: See attached Exhibit A C. CITY'S DUTIES AND RESPONSIBILITIES: I. Schedule meetings 2. Review and update City specific information to consultant 3. Review and update checklists 4. Coordinate with City departments for information 5. Review and approve edits from consultant D. WORK PROGRAM/PROJECT SCHEDULE: See attached Exhibit A EXHIBIT A Exhibit A SCOPE OF WORK AND PROJECT BUDGET Task I)escripiiou ?Dcliv"erable �S[a(fiFlours�(Fee Atlas planning will conduct a project kick off meeting with City staff Annotated TOC and Cal 16 hours $2.400 I. Kick-Off Meeting to identify the goals and milestones for the EOP update. This task OES Crosswalk, EOP Document Review will also include the review of the EOP Document using the Cal OF,S identifying portions to be Crosswalk and development of an update Tablc of Contents that updated. includes annotated notes for areas of potential update. Based on the initial review,of the EOP and Table of Contents. Atlas Updated EOP Basic Plan 40 hours $6.000 2. EOP Basic flan Planning will prepare preliminary technical edits to the EOP Basic Document for City staff Technical Updates Plan, which will include new or revised content within the Basic Plan Review. identified by the client and the prior EOP plan review in Task I. Upon receipt of comments front City Staff on the Basic Plan, Atlas Updated EOP Annexes 40 hours $6,000 3. EOP Section Annex's planning will prepare updates to the EOP Annexes identified as pan technical Updates of Task I. "these updates are anticipated to focus on revisions within section Annex's, to streamline the documents and snake them easier to navigate and read. Upon completion of task 3 and receipt of final comments from City Final draft of Document 40 flours $6,000 4. EOP Formatting and staff, Atlas Planning will finalize the revisions of the 1--013 Basic Plan ready for submittal. Document preparation and Annexes, which include all necessary edits and formatting, makin the document ready for adoption and use by the City. This task covers expenses associated with document production, I color copy of the EOP N/A $1,600 5. Incidentals meetings, and travel expenses if necessary on the project. Document upon completion of the project. Total $22,000 EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: See attached Exhibit B 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 identi( specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement: B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement. CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If' CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought 1 Exhibit B into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above. and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if' CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. 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; 13) Describe the services performed: C) Show the total amount of the payment due: D) Include a certification by a principal memberofCONSULTANf'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 Exhibit B SCOPE OF WORK AND PROJECT BUDGET Task Description Deliverable Staff flours Fee Atlas Planning will conduce a project kick off meeting with City staff Annotated TOC and Cal 16 hours $2.400 I. Kick-Off,\1eeting to identify the goals and milestones for the EOP update. This task OES Crosswalk. EOP Document Review will also include the review of the 1-01) Document using the Cal 01-S idcntilying portions to be Crosswalk and development of an update Table of Contents that Updated. includes annotated notes for areas of potential update. Based on the initial review of the E•OP and Table of Contents. Atlas Updated EOP Basic flan 40 hours $6.000 2. EOP Basic Plan Planning will prepare preliminary technical edits to the EOP Basic Document fir City smfl' 'technical Updates Plan. which will include uew or revised content within the Basic flan Review. identified by the client and the prior EOP plan review in Task I. Upon receipt ofcomments from Citv Staff on the Basic flan. Alas Updated FOP Annexes 40 hours $6,000 3. EOI' Section Annex's Planning will prepare Updates to the FOP Annexes identified as part l:echnical Updates ofTask L These updates are anticipated to focus on revisions within section Annex's. to sucainline the documents and make them easier to navieate and read. Upon completion of task 3 and receipt of final comments from City Final draft of Document 40 lemurs $6,000 4. [--Of' Formatting and staff Atlas Planning will finalize the revisions of the FOI' Basic flan ready feu submillal. DOCUmCnI Pteparalion and Annexes, which include all necessary edits and formatting. making the document ready for ado xion and Use by the City. this task covers expenses associated with document production. 1 color copy o1 the E iOI' /A $L600 5. Incidentals meetings, and travel expenses if nccessary on the project. Document uprnt completion of the project. TotalI S22.000 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ATLAS PLANNING SOLUTIONS FOR THE PROVISION OF THE CITY OF HUNTINGTON BEACH EMERGENCY OPERATIONS PLAN "fable of Contents IScope of Services................................................................................................................ 1 2 City StafTAssistance........................................................................................................... 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.....................................I.................3 8 Hold Harmless..................................................................................................................... 3 9 Professional Liabilitv Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patctits .............................................................................................................. 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 Entiretv................................................................................................................................. 10 29 Effective Date................................................................................. 11 DATE AC`) ' CERTIFICATE OF LIABILITY INSURANCE 0520" 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 pol(cy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terns 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 flou of such endorsement Is). PRODUCER CONTACT NAME: Hlscox Inc dlb/al H9scox Insurance Agency In CA "ONE (B98)202-3007 FAx i Kok 520 Madison Avenue a contact®NscoX.Dom 32nd Floor Nev,York,NY 10022 INSURE B AFFORDING COJERAGE NAIC S INSURER A: Fascox Insurance Company Inc 102M INSURED INSURER a: Alias Planning Solutions 6578 Barranca Or INSURER C: Riverside,CA 92506 INSURER O: 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. MISR UP TYPE OF INSURANCE ADD SUER POLIO POLICY LD0T9 iR POUCYNUMSER M DO COMYERCIALGENERALUABILITY EACH OCCURRENCE S CWMSJ.IADE ❑OCCUR PREMISES S MED EXP nwu pwwnl S PERsoNALanov wJURr s GENL AGGREGATE U1.10 APPUES PER GENERALAGGREGATE 5 POLICY❑JPE T LOC PRODUCTS-COMPW AGG 5 OTHER: 5 AUTOMOBaELIA9ILI7Y COMNI EO SINGLE LINJTMa aodiMmO S ANY AUTO BODILY INJURY(Per W.) 3 OWNED SCHEDULED BODILY INJURY(Par at I) S AUTOS ONLY AUTOS HIRED NONo D APPROVED'AS TO FL.,.., WOPERTYGAMNOE $ AUTOS OlAY AUTOS ONLY o i UARIMUAUAS OCCUR EACHOCCURAENCE S EXCESS LIAB ,A Ms m MICHAEL E,GATES AGGREGATE s DED I I RE7ENPCN3 CITY ATTORNEY 5 WORNERSCOMPENSATION ON BEA F' PENTVTE OTK AND EIAPLOYERS'LLXBILITY Y I N ER ANYPROPRMTOWARTHERIEXECInNE E.L.EACH ACCADENT 5 OFFICERMEMBEREXCLUDEDT ❑ NIA (Manaatay In NN) E.L.UISF.ASF--F.A EMPLOYEE S Iyy EewCeuMv OE9GRIPTION OF OMANDONS baba E.L.DISEASE-POLICY LIMIT S A Professbnal UabOity Y UDC-4047130-EO.21 01M212021 OV2212022 Each Claim: $3,000,000 Aggregate: E 3,000,000 DESCRIPTgM OP OPFRAnON9l LOCATN1N91VEIaDLE3 (ACORD 101.A4aleoral R.marla a *Wb,may ae allachaa U mare aq<a IS nRulnd) CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS. EMPLOYEE AGENTS AND VOLUNTEERS CERTIFICATE HOLDER CANCELLATION City of HunUnebn Beach 2000 Main St SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Hunaneron Beech CA 9264E THE EXPIRAnON DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORQEDREPRESENTATIVE L7• i C 198B-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD