Loading...
HomeMy WebLinkAboutMohindroo, LLC - 2023-09-01 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND MOHINDROO, LLC FOR DESIGN CONSULTING&PEER REVIEW SERVICES 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, MOHINDROO, LLC., a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform a Design Consulting and Peer Review Services for Developments Proposed in the City; 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 Sudhish Mohindroo who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 23-12853/309880 1 of 13 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 g'// , 2023 (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 two (2) years 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 Ninety Five Thousand Dollars ($95,000). 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 23-12853/309880 2 of 13 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 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 23-12853/309880 3 of 13 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. 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. 23-12853/309880 4 of 13 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of 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 23-12853/309880 5 of 13 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 23-12853/309880 6 of 13 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 23-12853/309880 7 of 13 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 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 Mohindroo, LLC ATTN: Dir. of Community Development ATTN: Sudhish Mohindroo 2000 Main Street 1150 Keeler Avenue Huntington Beach, CA 92648 Berkley, CA 94708 23-12853/309880 8 of 13 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. 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 23-12853/309880 9 of 13 contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 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. 23-12853/309880 10 of 13 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall 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, 23-12853/309880 11 of 13 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 23-12853/309880 12 of 13 \\\:CONSULTANT, CITY OF HUNTINGTON BEACH, MOHINDROO,LLC a municipal corporation of the State of California By: SUd4'6,4. AIDA l!'0/400 City Manager print name ITS: (circle one)Chaim: /•residen ice President INITIATED AND APPROVED: By. Director of Community Development APPROVED AS TO FORM: pri ame ITS: (circle one)S reta eChief Financial Officer/Asst. Cal( Secretary—Trcasur r City Attorney Date RECEIVE AND FILE: City Clerk Date COUN E? 'vART 23-12853/309880 13 of 13 CONSULTANT, CITY 0 -UNTINGTON BEACH, MOHINDROO, LLC a mud ipal ,rporation of the State of Calif,rnia By: gkNP . Ci Wr anage print name ITS: (circle one)Chairman/PresidentNice President INITIA D AND APPROVED: AND //(11:4 t By: rtCommunity Development APPROVED O FORM: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. CUL)( Secretary—Treasurer Ci Attorney Date RECEIVII,Fj )./.euzajA4) City Clerk Date ///vlz3 COUNTERPART 23-12853/309880 13 of 13 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Design Consulting and Peer Review Services for Developments Proposed in the City B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: • Peer review services proposed developments or other improvements submitted for City review and approval; • Architectural Services including preliminary design/schematic review, and design review applications; • Signage and environmental graphic review, including architectural ornament design review; C. CITY'S DUTIES AND RESPONSIBILITIES: • Furnish scope of work for each project or task assigned to consultant; • Furnish plans or other information received for proposed developments to the CONSULTANT D. WORK PROGRAM/PROJECT SCHEDULE: A project schedule will be developed for each project or task assigned to consultant by CITY. EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Principal $250/hour Project Coordinator $140/hour Senior Project Manager $140/hour Designer and Project Illustrator $1 00/hour B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of 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. 2 Exhibit B ✓ K • SUDHKMO-01 MERCADOS AcoRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/29/2023 _ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(Ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER License#0E67768 N% rr Melissa Salinas IOA insurance Services PHONE 3875 Ho yard Road (Am,No,Ezt1:(925)918-4641 NC,Nol:(925)416-7869 Suite 200 li kes:Melissa.Salinas@loausa.com Pleasanton,CA 94688 INSURERISI AFFORDING COVERAGE NAIL p INSURER A:RLI Insurance Company 13056 INSURED INSURER B: Mohindroo LLC INSURER C: 1160 Keeler Ave. INSURER D: Berkeley,CA 94704 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD IMMIDD/YYYY( IMMIDD/YYWI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY n Jt8, I I LOC PRODUCTS-COMP/OP AGG S OTHER: - $ AUTOMOBILE LIABILITY (Ea COMBINED )SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $— _ AAUITOS ONLY _ SCHEDULED AUTOS pBpO�DILY INJURY(Per accident) S _ AUR7'OS ONLY _ AUTOS ONLY (Per acEcJRda(DAMAGE $ l S _ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION S WORKERS COMPENSATION PER FORH AND EMPLOYERS'LIABILITY Y I N ANY(PEOOPPRIIETORRP RTNEROXECUTIVE N/A E.L.EACH ACCIDENT $ andatory In NH) E.L.DISEASE-SA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Professional Liab. RDP0051038 6/1/2023 6/1/2024 Per Claim 1,000,000 A Professional Liab. RDP0051038 6/1/2023 611/2024 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORO 101,Additional Remarks Schedule,may be attached If more space Is required) APPROVED AS TO FORM /; MICHAEL E.OATES �/� CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Huntington Beach 2000 Main St. fL-1 (Huntington Beach.CA_92648 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD List of consultants: Real Estate Consulting 1. Gwynne Pugh Design Studio Ph: 310-396-4540 2. Sudhish Mohindroo Ph:415-987-5515 COMMUNITY DEVELOPMENT • RFP- Design Consulting Weight Factor MS DB JC AVG Total Total Rank Scores Weighted Scores 10 Compliance with RFP Requirements Gwynne Pugh Urban Studios _1 4 3 3 3.333 10.00 100.00 Sudhish Mohindroo 4.1 4 4 4.033 12.10 121.00 25 Technical Approach Gwynne Pugh Urban Studios 4 4 d 3 3.667 11.00 275.00 Sudhish Mohindroo 4 5 5 4.667 14.00 350.00 25 Qualifications & Experience Gwynne Pugh Urban Studios 4.1 4 H 3 3.700 1 11.10 277.50 Sudhish Mohindroo 4.3 4 4 4.100 1 12.30 307.50 15 Educational Background, Experiences Gwynne Pugh Urban Studios 4 _ 5 I 4 4.333 13.00 195.00 Sudhish Mohindroo 4 4 4 j 4.000 12.00 180.00 15 Cost/Price Gwynne Pugh Urban Studios 3.5 3 2 2.833 8.50 127.50 _ Sudhish Mohindroo 3.5 4 4 3.833 11.50 172.50 10 References Gwynne Pugh Urban Studios 3 4 4 3.667 11.00 110.00 Sudhish Mohindroo 3 4 1 3 3.333 , 10.00 100.00 MS DB JC AVG Total Total Rank Scores Weighted Scores Gwynne Pugh Urban Studios 385.00 390.00 310.00 361.667 64.60 1,085.00 2 Sudhish Mohindroo 391.00 425.00 415.00 410.333 71.90 1,231.00 1 1 of 1 ,'ol<`i!o/'f_e 21�NTINGT.v. / 4- ces\\ 10 1 corn-pi 0�.il REQUEST FOR PROPOSAL FOR Design Consulting and Peer Review Services for Developments Proposed in the City Community Development Department CITY OF HUNTINGTON BEACH Released on Tuesday, February 28th Design Consulting and Peer Review Services for Developments Proposed in the City REQUEST FOR PROPOSAL (RFP) 1. BACKGROUND The City of Huntington Beach processes a wide variety of development projects ranging from single family residential to larger multifamily(300+units)projects, as well as a full range of industrial and commercial development. The City values high quality and creative design and wants to ensure new development is integrated into the City's built environment in a thoughtful and balanced manner. The City is seeking a consultant to assist with the varying aspects of design review and technical assistance to ensure new development projects meet the City's design goals and objectives. 2. SCHEDULE OF EVENTS This request for proposal will be governed by the following schedule: Release of RFP Tuesday, February 28, 2023 Deadline for Written Questions Friday, March 10, 2023 by 4pm Responses to Questions Posted on Web Wednesday, March 15, 2023 Proposals are Due Tuesday, April 18, 2023 by 4pm Proposal Evaluation Completed Friday, April 7, 2023 Approval of Contract Friday, April 28, 2023 3. SCOPE OF WORK The consultant shall provide the following services to the City: A. Peer review services for proposed developments or other improvements submitted for City review and approval. B. Planning services including Urban Planning, Feasibility Studies, Site Studies, and Plan Review applications. C. Architectural Services including preliminary design/schematic review, and design review applications. D. Signage and environmental graphic review, including architectural ornament design review E. Technical assistance drafting and or amending design review guidelines and standards. 4. PROPOSAL FORMAT GUIDELINES Interested contractors are to provide the City of Huntington Beach with a thorough proposal using the following guidelines: Proposal should be typed and should contain no more than 20 typed pages using a 12-point font size, including transmittal letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder's response: A. Vendor Application Form and Cover Letter Complete Appendix A, "Request for Proposal-Vendor Application Form" and attach this form to the cover letter. A cover letter, not to exceed three pages in length, should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to Huntington Beach, California and the office from which the project will be managed. B. Background and Project Summary Section The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work of this RFP. C. Methodology Section Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include: 1) An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. 2) Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section. 3) Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion. 4) Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work. D. Staffing Provide a list of individual(s) who will be working on this project and indicate the functions that each will perform. Include a resume for each designated individual. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. E. Qualifications The information requested in this section should describe the qualifications of the firm, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: 1) Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of work. 2) A summary of the your firm's demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Proposal. 3) Provide at least five local references that received similar services from your firm. The City of Huntington Beach reserves the right to contact any of the organizations or individuals listed. Information provided shall include: • Client Name • Project Description • Project start and end dates • Client project manager name,telephone number, and e-mail address F. Fee Proposal Provide a complete time and materials fee schedule for all services provided by the consultant including hourly rates for all proposed staff. Please include all costs that are typically billed separately as direct expenses (e.g. copy or document delivery fees). Please include any informaiton on subs typically used for specific services. 5. PROCESS FOR SUBMITTING PROPOSALS All proposals must be submitted in PDF file format. • Content of Proposal The proposal must be submitted using the format as indicated in the proposal format guidelines. • Preparation of Proposal Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation. • Number of Proposals Submit one (1) PDF file format copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis. • Submission of Proposals Complete written proposals must be submitted electronically in PDF file format via the Planetbids.com website no later than 4:00 p.m. (P.S.T) on Tuesday, April 18th, 2023. Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted. • Inquiries Questions about this RFP must be directed via PlanetBids Q&A tab by 4:00 p.m. (PST) Friday,March 10"11, 2023 for response. From the date that this RFP is issued until a firm is selected and the selection is announced, firms are not allowed to communicate for any reason with any City employee other than the contracting officer listed above regarding this RFP, except during the pre- proposal conference. Refer to the Schedule of Events of this RFP or the City webpage to determine if a pre-proposal conference has been scheduled. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted,and no response other than written will be binding upon the City. • Conditions for Proposal Acceptance This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source, or to cancel this RFP in part or in its entirety. All proposals will become the property of the City of Huntington Beach, USA. If any proprietary information is contained in the proposal, it should be clearly identified. 6. EVALUATION CRITERIA The City's consultant evaluation and selection process is based upon Qualifications Based Selection(QBS) for professional services. The City of Huntington Beach may use some or all of the following criteria in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance: A. Compliance with RFP requirements B. Understanding of the project C. Recent experience in conducting similar scope, complexity, and magnitude for other public agencies D. Educational background, work experience, and directly related consulting experiences E. Price F. References The City may also contact and evaluate the bidder's and subcontractor's references; contact any bidder to clarify any response; contact any current users of a bidder's services; solicit information from any available source concerning any aspect of a proposal; and seek and review any other information deemed pertinent to the evaluation process. The evaluation committee shall not be obligated to accept the lowest priced proposal, but shall make an award in the best interests of the City. After written proposals have been reviewed, discussions with prospective firms may or may not be required. If scheduled, the oral interview will be a question/answer format for the purpose of clarifying the intent of any portions of the proposal. The individual from your firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. A Notification of Intent to Award may be sent to the vendor selected. Award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing vendors unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may negotiate a contract with the next highest scoring vendor or withdraw the RFP. 7. STANDARD TERMS AND CONDITIONS • Amendments The City reserves the right to amend this RFP prior to the proposal due date. All amendments and additional information will be posted to the Huntington Beach Procurement Registry, Huntington Beach- Official City Web Site - Business- Bids & RFP's; bidders should check this web page daily for new information. • Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the bidder. All proposals submitted become the property of the City. • Contract Discussions Prior to award, the apparent successful firm may be required to enter into discussions with the City to resolve any contractual differences. These discussions are to be finalized and all exceptions resolved within one (1) week from notification. If no resolution is reached, the proposal may be rejected and discussions will be initiated with the second highest scoring firm. See Exhibit B for a sample agreement. • Confidentiality Requirements The staff members assigned to this project may be required to sign a departmental non-disclosure statement. Proposals are subject to the Freedom of Information Act. The City cannot protect proprietary data submitted in proposals. • Financial Information The City is concerned about bidders' financial capability to perform, therefore, may ask you to provide sufficient data to allow for an evaluation of your firm's financial capabilities. • Insurance Requirements City Resolution 2008-63 requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) on file with the City for the issuance of a permit or contract. Within ten(10) consecutive calendar days of award of contract, successful bidder must furnish the City with the Certificates of Insurance proving coverage as specified in Appendix C. Failure to furnish the required certificates within the time allowed will result in forfeiture of the Proposal Security. Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal. APPENDIX A REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Contact Person for Agreement: Corporate Mailing Address: City, State and Zip Code: E-Mail Address: Phone: Fax: Contact Person for Proposals: Title: E-Mail Address: Business Telephone: Business Fax: Is your business: (check one) ❑ NON PROFIT CORPORATION ❑ FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of2 Names & Titles of Corporate Board Members (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Federal Tax Identification Number: City of Huntington Beach Business License Number: (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2 of 2 EXHIBIT B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR 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 , a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to ; 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 who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on , 20 (the "Commencement Date"). This Agreement agree/surfnet/professional svcs mayor 1 of 11 10/12 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 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 Dollars ($ ). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 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 agree/surfnet/professional svcs mayor 2 of 11 10/12 termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 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: agree/surfnet/professional svcs mayor 3 of 11 10/12 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' agree/surfnet/professional svcs mayor 4 of 11 10/12 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 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. agree/surfnetlprofessional svcs mayor 5 of 11 10/12 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 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 ATTN: agree/surfnet/professional svcs mayor 6 of 11 10/12 2000 Main Street Huntington Beach, CA 92648 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. 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 agree/surfnedprofessional svcs mayor 7 of 11 10/12 commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 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 agree/surfnet/professional svcs mayor 8 of 11 10/12 its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall 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. agree/surfnet/professional svcs mayor 9 of 11 10/12 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of COMPANY NAME California Mayor By: print name City Clerk ITS: (circle one)Chairman/PresidentNice President AND INITIATED AND APPROVED: By: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer REVIEWED AND APPROVED: City Manager APPROVED AS TO FORM: City Attorney agree/surfnet/professional svcs mayor 10 of 11 - 10/12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: • EXHIBIT A EXHIBIT `B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of 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. 1 Exhibit B 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND 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 APPENDIX C CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:Justin.Wessels@surfcity-hb.org or Heather.Campbell@surfcity-hb.org Phone: 714-374-5378 or 714-536-5210.Fax: 714-536-5212. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Contractors: Any persons or entities who Minimum of Combined single limit As required by Include the contract with the City and/or provide services to $1,000,000 per bodily injury and the State of policy number the City which are readily available and occurrence for property damage. California,with and Additional efficiently procured by competitive bidding. bodily injury, Minimum of Statutory Limits Insured personal injury $1,000,000 per and Employer's Endorsement and property occurrence.Allows Liability Requirement Permittees: Any persons or entities who make damages.Allows up to$5,000 Insurance with statement application to the City for any use of or up to$1,000 deductible. a limit of no below. (See Note encroachment upon any public street,waterway, deductible.(See (Additional Insured less than 3 below.) pier,or City property. Note 1 below.) Endorsement is always $1,000,000 per Vendors: Any persons or entities who transfers required with General accident for property or goods to the City which may or may Liability Ins.) bodily injury or not involve delivery and/or installation. disease. (See Note 2 below.) Note 1 -Automobile Liability: The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement.Permittees who do not use vehicles or equipment in connection with the permit shall not be required to provide auto insurance.To be exempt from this requirement,permittees must execute a declaration such as Exhibit 1 attached. Note 2-Workers'Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 3 -Additional Insured Endorsement Requirements:The City,its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned,leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. HB Insurance Matrix revised 4-7-16(2).xlsx 1 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VA See Exhibits Al-4 for sample forms. Email:Justin.Wessels@surfcity-hb.org or Heather.Campbel@surfcity-hb.org Phone: 714-374-5378 or 714-536-5210.Fax: 714-536-5212. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Design Professionals: Professional service Minimum of contractors who contract with the City and/or $1,000,000 per provide architectural and/or engineering services occurrence and to the City. in the Professional Services: Services that involve aggregate. the exercise of professional discretion and Allows up to independent judgment based on an advanced or $10,000 deductible. specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02.Services includes but are not limited to those services provided by appraisers, architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: 1)The policy retroactive date coincides with or precedes the professional services contractor's start of work(including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor 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 or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. FIB Insurance Matrix_revised 4-7-16(2).xlsx 2 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:Justin.Wessels@surfcity-hb.org or Heather.Campbell@surfcity-hb.org Phone: 714-374-5378 or 714-536-5210.Fax: 714-536-5212. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Licensees/Lessees: Any persons or entities Combined single limit Full As required by Include the who contract with the City for the use of public bodily injury and replacement the State of policy number property. property damage. cost with no California,with and Additional Minimum of coinsurance Statutory Limits Insured $1,000,000 per penalty and Employer's Endorsement occurrence.Allows provision. Liability Requirement up to$5,000 Insurance with statement deductible. a limit of no below.(See Note (Additional Insurance less than 2.) Endorsement is always $1,000,000 per required with General accident for Liability Ins.) bodily injury or disease. (See Note I below.) Note 1 -Workers'Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 2-Additional Insured Endorsement Requirements:The City,its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned, leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. FIB Insurance Matrix_revised 4-7-16(2).xlsx 3 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VIL Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Vendor Type Minimum Insurance Requirements Professional Liability Design Professionals: Professional service contractors who Minimum of$1,000,000 per occurrence and in contract with the City and/or provide architectural and/or the aggregate.Allows up to$10,000 deductible. engineering services to the City. Professional Services: Services that involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02. Services includes but is not limited to those services provided by appraisers,architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: 1)The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor 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 or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. HB Insurance Matrix_revised 4-7-16(2).xlsx 4 of 4