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Fairbank, Maslin, Maulin, Metz & Associates - 2023-02-10 (3)
AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND FAIRBANK, MASLIN, MAULIN, METZ &ASSOCIATES FOR QUALITY OF LIFE COMMUNITY SURVEY PROJECT THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and FAIRBANKS, MASLIN, MAULIN, METZ a ASSOCIATES, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated February 10, 2023, entitled"Professional Services Contract Between the City of Huntington Beach and Fairbanks, Maslin, Maulin, Metz&Associates for Quality of Life Community Survey Project" 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 expand the language in Section 12. Termination of Agreement. NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Sixty Thousand Dollars ($60,000.00). The additional sum shall be added to the original sum of Forty Thousand Dollars ($40,000.00), for a new contract amount not to exceed One Hundred Thousand Dollars ($100,000.00). 23-13037/313638 1 2. TERMINATION OF AGREEMENT In addition to the existing language under Section 12. Termination of Agreement in the "Original Agreement"the following language is to be added at the end of said section: "This Agreement may be terminated by either party upon thirty (30) day written notice of termination." 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 J U ne. 3() , 2023. 23-13037/313638 2 FAIRBANKS, MASLIN, MAULIN, METZ CITY OF HUNTING BEACH, & ASSOCIATES a municipal corpor on of he State of Califo By: print name City anager ITS: (circle one)Chairman/President/Vice President INITIATED AND PPROVED: AND By: Assistant City Manager er print name APPROVED O FORM: ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer CU( Cit Attorney CEIVE AND FILE: City Clerk Date bi<30 COUNTERPART 23-13037/313638 3 DocuSign Envelope ID:014D130E-FEA2-421F-A023-4A31519823FA FAIRBANKS,MASLIN, MAULIN, METZ CITY OF HUNTINGTON BEACH, & ASSOCIATES a municipal corporation of the State of "—�ula�by: California By: Of, 4 Da ilit r,-3,'Fse,oe... print name City Manager ITS: (circle one)Chairman/President/Vice President ND INITIATED AND i PPROVED: By: Y ga�I9focaiuue... Assistant City Manager " print name APPROVED AS TO FORM: ITS: (circle one)Secretary/Chief Financial Officer/Asst.Secretary-Treasurer City Attorney RECEIVE AND FILE: City Clerk Date COUNTERPART 23-13037/313638 3 ADDENDUM TO EXHIBIT A F , , OPINION ' - RESEARCH RESEARCH & STRATEGY TO City of Huntington Beach FROM FM3 Fesearch RE Cost Estimate for Public Opinion Sirvey and Strategic Consulting DATE May 12, 2023 Fairbank, Maslin, Maullin, Metz& Associates(FM3) is happy to submit this scope of work and cost proposal to continue working with the City of Huntington Beach. For this project, FM3 recommends a survey of Huntington Beach residents to understand the viability of options to preserve the City's long-term financial stability. The proposed specifications and costs of the research are below. PROPOSE)REEEARCH 9:'ECIFICAIIONSAND ESTIMATED COSTS Research Dual-mode, online and telephone(landlines and cell phones)survey Methodology Respondent Telephone calls Contact Method Email invitations Text messages Sample 600 respondents Margin of ±4.0 percent in 95 out of 100 cases for a sample of 600 interviews Sampling Error Survey Length 20 minutes Languages Telephone interviews will be conducted in English and Spanish. Chnline interviews will be conducted in English only. Cost The cost for this research and strategic consulting is$57,637. This is comprehensive and indudes all costs for questionnaire design, sample acquisition and preparation, programming, email invitations, survey hosting, bilingual telephone interviewing, data entry and analysis,and reporting. 12100 Wilshire Boulevard, Suite 350 I Los Angeles,CA 90025 1999 Harrison a.,Suite 2020 I Oakland,CA 94612 Fhone: (310)828-1183 I Fax (310)453-6562 Fhone: (510)451-9521 I Fax (510)451-0384 FM3 RESEARCH This scope of work may be terminated with mutual consent of both FM3 and the City of Huntington Beach. If you have any questions or if there is any further information we can provide, please do not hesitate to contact us. Thank you for your consideration and you may reach us as follows: Richard Bernard Adam Sonenshein Fairbank, Masiin, Maullin, Metz&Associates(FM3) Fairbank, Maslin, Maullin, Metz&Associates(FM3) (310)428-1809(Cell) (310)569-3653(Cell) Bernard@FM3Research.com Ad am a.FM 3Fbsearch.com Page 2 r ' 7 CID DATE(MMIDDIYYYY) AC RU CERTIFICATE OF LIABILITY INSURANCE 02106/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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(fes)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 Wlllls Wong ' NAME: • O'Kane and Tegay Insurance Brokers (ICIC HOO,E Eat): 242-8777 FAX No): (415)661-2540 NP.O.Box 27656 E-MAIL wwong@okanelns.com ADDRESS: 9@ INSURERS)AFFORDING COVERAGE NAIC f! San Francisco CA 94127 INSURER A: Sentinel Insurance Company LTD 11000 INSURED INSURER B: Property and Casualty Insurance Company of Hartford 34690 Fairbank Maslin Maullin Metz&Associates INSURER C: Indian Harbor Insurance Company 36940 FM3 and FM3 Research INSURER D: 1999 Harrison St,Suite 2020 INSURER E: Oakland CA 94612 INSURER F; COVERAGES CERTIFICATE NUMBER: 23 24 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. IN R TYPE OF INSURANCE AUDL•SUBR POLICY EFF POLICY EXP INSD VIVO POLICY NUMBER (MM/DDIYYYY) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) S 10,000 A Y 57SBABM2940 01/13/2023 01/1312024 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED — SCHEDULED Y 57SBABM2940 01/13/2023 01/13/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOSONLY X AUTOSONLY (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 A EXCESS Me CLAIMS•MADE 57SBABM2940 01/13/2023 01/13/2024 AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X�/ PER OTH- AND EMPLOYERS'LIABILITY ^_STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? T N/A 57WECRT6521 01/13/2023 01/13/2024 (Mandatory In NH) E.LDISEASE-EAEMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurence 2,000,00D Professional Liability C MPP903616205 01/13/2023 01/13/2024 General Aggregate 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) APP VED AS TO FORM The City,its officers,elected or appointed officials,employees,agents,and volunteers are included as additional Insureds as to their In re -In-ilte work provided by the named Insured. Waiver of Subrogation and Primary/Noncontributory wording on the General and Automobile Liability coverage on attached ss0008MCHAEL E.GATES 'Blanket Waiver of Subrogation on the Workers Compensation Form,WC 04 03 06,Is attached. CITY ATTQRN , 'Notice of cancellation Is 30 days,except for non-payment of premium which is 10 days. CITY OF 1.111i 1•f'Ij;;:: ON.. -`"':I j CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 ,L0 fx I ©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 FAIRBANK, MASLIN, MAULIN, METZ &ASSOCIATES FOR QUALITY OF LIFE COMMUNITY SURVEY PROJECT 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 FAIRBANKS, MASLIN, MAULIN, METZ & ASSOCIATES, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide a quality of life community survey project; 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 Richard Bernard, PhD who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 23-12396/301499 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 hrifou / /D/4' , 20 23 (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 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 Forty Thousand Dollars ($40,000fm). 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. 23-12396/301499 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,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. 23-12396/301499 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 attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 23-12396/301499 4 of 12 CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 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. 23-12396/301499 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 indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other 23-12396/301499 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 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 23-12396/301499 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 FM3 RESEARCH ATTN: City Manager ATTN: Richard Bernard, PhD 2000 Main Street 12100 Wilshire Blvd., Suite 350 Huntington Beach, CA 92648 Los Angeles, CA 90025 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. 23-12396/301499 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 23-12396/301499 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 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. 23-12396/301499 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. 23-12396/301499 11 of 12 DocuSign Envelope ID: 14633604-0C7B-485A-9CO2-DC5B09D54CC7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACII, FAIRBANKS,MASLIN, MAULIN, METZ& a municipal corporation of the State of ASSOCIATES California r—DowSignd►r: By: VIA, MAI `-6$7F7$C3YFB44Oe...Dave Metz Director/Chief (Pursuant To H13MC§3.03.100) print name ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: President AND r—000wiBst...r By: hFB32D*- 1 -G City Attorney �7eFe�s000csµ�... tai f Curt Below print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: partner/coo City Clerk Date 23-12396/301499 12 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, FAIRBANKS, MASLIN, MAULIN, METZ & a municipal corporation of the State of ASSOCIATES California By: 14, / I sS kah\- Ck. ManQOt(Director/Chief (Pursuant To HBMC .03.100) print name ITS: (circle one)Chairman/PresidentNice President APPROVED AS TO FORM: AND By: City Attorney tad print name to ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: COUNTERPART 6,9 /7144, qdializattu) City Clerk Date cap0%3 23-12396/301499 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Conduct a resident community survey to assess attitudes and/or satisfaction toward city services and programs, evaluate perceptions of the quality of life, and better understand community needs, concerns and priorities. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: 3.1.1 Phase 1 - Research Design 3.1.1.1 Sample Preparation FM3 will construct a sample by randomly selecting stratified clusters of addresses from a list of all residential addresses in the City of Huntington Beach. FM3 will then match the addresses in the sample against public and commercial databases to acquire residents' contact information. In the end, each address in the sample will have at least a mailing address, but also potentially telephone numbers and/or email addresses for residents living at the address. FM3 will then analyze the sample and select which contact method to use for each address. While FM3 is acquiring and preparing the sample, we will also establish demographic and geographic quotas of your residents ages 18+ using data provided by the U.S. Census Bureau. FM3 will use those quotas as necessary during the data collection phase—and after the interviews are completed—to ensure the final sample reflects your community's overall adult population. 3.1.1.2 Questionnaire Design In designing the research for this project, FM3 will draw from its knowledge of public opinion survey methodology; our comprehensive review of the City of Huntington Beach's past survey research (including tracking past questions when appropriate); the City's current and future objectives and needs; and our own vast library of research for other municipalities. The process will begin with an initial kickoff meeting (either in-person or via conference call) between the FM3 team and City staff members assigned to this project, during which we will hold a comprehensive discussion of the topics the City would like to address, including any major issues or challenges that should be explored in the survey. FM3 will then present a first draft of the questionnaire to the City for review and comment. After collecting feedback on the first draft, we will revise and refine the survey. We foresee proceeding through several drafts, incorporating feedback from City staff before each revision, to develop a research instrument that will obtain all the information desired. Before interviewing commences, FM3 will secure approval from the appropriate City EXHIBIT A representative on the final version of the questionnaire. Once the questionnaire is approved, it will be translated into Spanish and other languages (if preferred). Though the final survey questionnaire will be developed with extensive input and collaboration from the City's team, FM3 anticipates that the final survey may assess the perceived quality of life in the City, the job being done by City government and key departments, the importance of and satisfaction with City services and programs, the most serious issues facing the City (including views on public safety, the local economy, homelessness, housing, social and racial equity and inclusion, and other issues), residents' priorities for the future, if they feel their voice is being heard, and if they feel the City has a need for additional funding to provide the city services. 3.1.1.3 Contact Method Preparation Because subsets of the sample will be invited to take the survey online, FM3 will create initial drafts of email, text, and (optional) postcard invitations for your review. Email, text, and postcard invitations will be tied to a specific address so that only one respondent per address can participate. (Email and text invitations will contain a unique link and postcard invitations will include a generic short link and a unique code.) Additionally, to elevate comfort levels in taking the survey, we recommend the invitations include your City seal or logo, with a note explaining you have hired an independent public opinion research firm to conduct a survey about local issues that are relevant to your residents, and electronically "signed" by a senior City official. Please note that FM3's use of text messages to distribute survey invitations has been vetted by independent legal counsel and determined to be in compliance with all applicable state and federal laws and regulations, including the U.S. Telephone Consumer Protection Act (known as the TCPA). Telephone interviewers will also be prepped and thoroughly trained in the survey questionnaire's structure and design as well as in any unique or unfamiliar pronunciations. 3.1.2 Phase 2 - Data Collection 3.1.2.1 Interviewing (online and telephone) Based upon the final sample specifications, FM3 will set a target number of interviews to be completed online. Next, we will estimate an email invitation response rate based upon your community's demographics and send out invitation emails to a random selection of email addresses. If the option to use postcards is selected, FM3 will design, print, and mail postcard invitations to a subset of addresses in the sample without telephone numbers or email addresses. Depending upon response rates, we may also send out reminder emails to recipients who have not yet taken the survey or new email invitations to additional addresses in the sample. FM3 will send out a number of text message invitations to help reach the overall target number of online completes and complement the email and postcard contact methods. Within a week of the initial distribution of email,text message, and (again, optional) postcard invitations, FM3 will compare the demographic and geographic characteristics of the EXHIBIT A online completes against our Census-derived quotas and begin conducting telephone interviews to balance out the sample and target underrepresented subgroups. (In many communities, those who opt to take a survey online tend to be younger and/or more affluent than the broader population, and typically have higher levels of education.) The telephone interviews are completed—and the online survey closed—when both the overall target number of interviews is reached, and the demographic and geographic quotas have been sufficiently filled. This means that sometimes more interviews than planned are completed in order to meet specific population quotas—at no extra cost to the City. Throughout the data collection phase, researchers and statistical analysts assigned to your project will review responses daily to ensure data and sample integrity. 3.1.3 Phase 3 - Data Analysis and Reporting 3.1.3.1 Data Analysis One to two days after interviewing has been completed, the topline survey results will be generated and FM3's initial analysis will begin. These results will show the overall percentage of respondents who chose each answer option for all survey questions. Within two to three days, FM3 will complete a comprehensive set of cross-tabulated results. The cross-tabulated results include a table for each question or demographic variable in the survey, with a series of up to 180 columns indicating how various subgroups of residents responded to that question. The cross-tabulated results will make it possible to detect how responses differ, if at all, among various subsets of the sample. For example, it will be possible to compare answers provided by men and women; residents of various age categories and income levels; responses based on ethnicity/race, homeowners and renters, parents and non- parents, residents living in different areas of the city; and many more subgroups. 3.1.3.2 Reporting and Deliverables FM3 will review the preliminary survey results and data with City staff and generate a detailed PowerPoint and written report of the survey results. The report will include a description of the methodology, executive summary, and detailed findings, and will be written to be understandable to a public audience without a background in survey research. The report will make comparisons to any relevant research, including past Huntington Beach surveys, census data, or publicly available resident surveys from other comparable jurisdictions. The report will provide clear, actionable recommendations regarding how to use survey results to achieve your objectives. The report and presentation will first be presented in a draft format to City staff and then refined based on your feedback before submitting the final report for your review. FM3 will also present the results to City staff and in a public meeting to the City Council and other key stakeholders requested at your convenience (at least two presentations). FM3 will also provide training and assist the City in how to conduct and utilize the survey data. Additionally, FM3 is happy to provide additional data analysis and develop summary memos or EXHIBIT A more-focused presentations or reports to clarify survey results after the initial presentation or to meet other City needs. Upon the conclusion of the Quality of Life survey project, the City will have received from FM3 each of the documents listed below(deliverables for subsequent surveys may be somewhat different depending on the survey objectives and methodology). All documents can be provided in hard copy or electronic form (or both), depending on the City's preference. ✓ Final survey questionnaire(s) I Topline results (the survey questionnaire(s) filled in with the percentages having chosen each response) I A complete set of cross-tabulated results in an easy-to-read, comprehensive format (responses to every survey question, broken down by demographic, geographic and attitudinal subgroups of the electorate) I Verbatim responses to any open-ended questions (if applicable) ✓ PowerPoint presentation and written report (an analysis of survey results, including a detailed report of topline and demographic results, key survey findings, conclusions, and actionable recommendations) I In-person presentation of results to City staff(preliminary and final), elected officials, and other stakeholders ✓ Raw data from the survey in electronic form Finally, after FM3's deliverables have been completed, we will remain available to answer follow-up questions and present results to additional stakeholders. We view the responses to the survey as an ongoing data resource; if needed, FM3 can conduct further analysis to provide answers to any follow-up questions that may arise. 3.1.4 Project Timeline FM3 is prepared to begin work immediately and would approach each survey in three distinct phases: research design, data collection, and data analysis and reporting. Below is a potential timeline for the Quality of Life Community Survey with an address-based sample, with other surveys following a similar timeline. The entire process would take six to nine weeks from kick-off(voter-listed survey research can generally be conducted in less time), although we would be happy to extend or compress the timeline to best meet your needs. At the conclusion of Phase 3, FM3 would remain available for ongoing consultation and any further analysis and presentation of the research as needed. Phase 1: RESEARCH DESIGN (2-4 weeks) • • Kick-off meeting/confirmation of research specifications • • Review necessary background materials • • Draft, refine, and finalize survey questionnaire • • Draft, refine, and finalize invitation email,text message & (optional) postcard • • Finalize sample parameters and order/prep sample EXHIBIT A • • Translate survey questionnaire into Spanish and translate into other languages (if preferred) • • Program and test survey questionnaires • • Prep, print and mail postcard invitations Phase 2: DATA COLLECTION (2 weeks) • • Send email/text invitations and email/text reminders (as necessary) • • Analyze demographics of online survey respondents • • Initiate and conduct telephone interviews • • Continually review responses and sample quotas • • Begin development of cross-tabulated report structure Phase 3: DATA ANALYSIS & REPORTING (2-3 weeks) • • Generate topline survey results and cross-tabulated results • • Conduct statistical analysis • • Draft and refine written report and PowerPoint presentation with City staff feedback • • Present findings C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A 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. Table 3: Estimated Survey Costs 15-Minute Survey Length 400 Interviews 500 Interviews Address-based sample $30,000 $34,500 Voter-listed sample $27,500 $30,250 Table 4:Optional Survey Components Costs 15-Minute Survey Length 400 Interviews 500 Interviews Postcards' $1,750 $2,000 Online Spanish interviewing $1,500 $1,500 Each additional language (phone only) $3,000 $3,000 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. Exhibit B 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 FOR Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans,Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices... 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 AC o® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDn YYY) `.----- 02/0612023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND 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 poilcy(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 Willis Wong NAME: O'Kane and Tegay insurance Brokers PH No.Eon: (415)242-8777 FAX c,No): (415)661-2540 r/VP.O.Box 27666 EMAIL wwong@okanelns.com ADDRESS: 9@ INSURER(S)AFFORDING COVERAGE NAIL q San Francisco CA 94127 INSURER A: Sentinel Insurance Company LTD 11000 INSURED INSURER a: Properly and Casualty Insurance Company of Hartford 34690 Fairbank Maslin Maullin Metz&Associates INSURER C: Indian Harbor Insurance Company 36940 FM3 and FM3 Research INSURER D: 1999 Harrison St,Suite 2020 INSURER E Oakland CA 94612 INSURER F: COVERAGES CERTIFICATE NUMBER: 23 24 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 AUDL SUBR POLICY EFF POLICY EXP INSD WVD POLICY NUMBER (MMIDDIYYYY) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE RET --- CLAIMS•MAOE X OCCUR PREMISESO(E occurrence) S 1,000,000 MED EXP(Any one person) S 10,000 A Y 57SBABM2940 01/13/2023 01/13/2024 PERSONAL 8ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY JET LOC PRODUCTS-COMP/OP AGG $ 2.° °.°00 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A — OWNED —SCHEDULED Y 57SBABM2940 01/13/2023 01/13/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) , S X UMBRELIALIAB X OCCUR EACH OCCURRENCE $ 4.000,000 A EXCESSUAe C(A1MS.MADE 57SBABM2940 01/13/2023 01/13/2024 AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE ERH AND EMPLOYERS'LIABILITY Y INi .L.EACH I 1 B ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 57WECRT6521 01(13/2023 01/1312024 Et ACCIDENT $ , , OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S It yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Each Occurence 2,000,000 Professional Liability C MPP903616205 01/13/2023 01/13/2024 Genera!Aggregate 4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) APP VED AS TO FORM The City,its officers,elected or appointed officials,employees,agents,and volunteers are included as additional insureds as to their in re -in-the work provided by the named Insured. _ • Waiver of Subrogation and Primary/Noncontributory wording on the General and Automobile Liability coverage on attached ss00081 ;(-(AEL E.GATE *Blanket Waiver of Subrogation on the Workers Compensation Form,WC 04 03 06,is attached. CITY ATTOR' , *Notice of cancellation Is 30 days,except for non-payment of premium which Is 10 days. �, CITY OF i-1t�1 I"fir;;::"I'(.lN. "?.`".'} CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 / �/f I fix -yC ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD City of Huntington Beach List of Proposals / Responders to the RFP for Quality of Life Community Survey Project (RFP 2022-1107) 1. Fairbank Maslin Maullin Metz & Associates (FM3 Research) 2. J. Wallin Opinion Research 3. McCormick-Busse, Inc. 4. Milian Chicago, LLC 5. Probolsky Research LLC Proposals To Be Awarded & Primary Contacts Fairbank Maslin Maullin Metz & Associates (FM3 Research) Point of Contact: Dr. Richard Bernard Address: 12100 Wilshire Blvd Ste 350, Los Angeles, CA Phone: 310-428-1809 Email: bernard@fm3research.com