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HomeMy WebLinkAboutDavis Farr LLP - 2024-01-23 (2) AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND DAVIS FARR LLP FOR REVENUE AGREED-UPON PROCEDURES FOR MEADOWLARK GOLF COURSE 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 DAVIS FARR, LLP, a Limited Liability Partnership, hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated January 23, 2024, entitled"Professional Services Contract Between the City of Huntington Beach and Davis Farr LLP for Revenue Agreed-Upon Procedures for Meadowlark Golf Course"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Ten Thousand Dollars ($10,000.00). The additional sum shall be added to the original sum of Five Thousand Dollars ($5,000.00) for a new contract amount not to exceed Fifteen Thousand Dollars ($15,000.00). 24-15028/348183 1 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on_ ((.1 3 0 , 2024. CITY OF HUNTINGTON BEACH, DAVIS FARR, LLP a municipal corporation of the State of California By: "IZ:3-- �o'n� i.�. Fv: tA►-M« Director/Chief print name (Pursuant To HBMC§3.03.100) ITS: (circle one)Chairman/President/Vice President APPROVED AS TO FORM: AND By: print name City Attorney U' ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer e �1a- °14° RECEIVE AND FILE: City Clerk gI3/21 Date 24-15028/348183 2 EXHIBIT Payment:$dhedPld,(Fixed Fee 1.. CONSULTANT shall, •be entitled to monthly progress paymenfitoword the' fixed fee set forth,herein in accordance with the,Oiliowing..progress and payment $5,000.Flat Fee, 2- Delivery of work product: A copy of every memorandum,.10ttet) report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward:completion of tasks. In the event CITY rejects or has comments on any such product,. • CITY shall identify specific requirements for sstistactOrY completion. 3. :CONSULTANT shall submit te:#-CITY:att invoice for each monthly progress payment Such invoice shall: Reference this Agreement; Describe the services performed; q) SIX*the total aMountotthapayment-due;'; Include 4'6q rtification b principal member of CONSULTANT'S firm that the •work has been performed in accordance with the prhisioria of this Agreithentc, and For all PaYments include an estimate of tUe4ercetitage'Pf*D11(cdt4Pletett. . Upon submission of any such invoice, if CITY is satisfied thSt..C9N$IRJANTia making satisfactory PrPirgSs,toward completion of tasks in With this Agreement, CITY. shall approve the invoice, n which ay*payment shall be made*kW)*thirty (56):doys of receipt of the, invoice by CITY. Such approval shall not be unreasonably withheld. CITY does not approve an invoice,CITY shall notify CONSULTANT in Qftateasitaa: for non-approval and the of.perfcitnnnee set forth in Exhibit "A" may'at the'option. of CITY be suspended until the parties - agree that past performance by CONSULTANTis in,:or has been brought into'compliance; or until thit,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 intorno** 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 thevorkiperformed is in accordance with the/eitia*ork or additional services requested,and if CITY is satisfied that the statemerit of hours worked and costs incinteiLls,accurate. Such spprQvai shall not unreasonably withheld. Any dispute between the parttga;pnocrning:pAyi*thitof such an invoice shall be treated as separate and apart frOtn. the ongoing performance of the remainder 9f.thi4.Agreement, Exhibit 1/(C)'K.' • � T ®ACORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDfYYVI') 5/13/2024 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 CONTACT NAME: Michael Kochanski Lemme,A Division of EPIC PHONE FAX Net:X 111 West Campbell Street (A/c No.E0.847-385-6800 X, 4th Floor ADDRESS:E-MAIL PSGCertsftlemme.com Arlington Heights IL 60005 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Navigators Insurance Company - 42307 INSURED DAVIFAR1 INSURER 8: Davis Farr,LLP 18201 Von Kerman Ave.,Ste. 1100 INSURERC: Irvine CA 92612 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2069574029 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR nisi) Wvo POLICY NUMBER (MMIDD/YYYY) (MMIDDIYYYY7 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCEDAMAGE S CLAIMS-MADE OCCUR P EM SESO(EaENTED occurrence) S MED EXP(My one person) S PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER'. GENERAL AGGREGATE S POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG S OTHER: _ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT {Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLALMAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTIONS S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN -_ STATUTE ER _ ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICERIMEMBEREXCLUDE 0? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A ProfessonalLlab'lity MR24APLZOH0A7IV 5/21/2024 5/21/2025 Each Claim $1,000,000 Aggregate S1,000,000 DESCRIPTION OF OPERATIONS(LOCATIONS!VEHICLES(ACORO 101,Additional Remarks Schedule,may be attached If more space Is required) APPROVED AS TO FORM By: MICHAEL E. GATES CITY ATTORNEY CITY OF HUNTINGTON$FPCH 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. City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE 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 EACH AND DAVIS FARR LLP FOR REVENUE AGREED-UPON PROCEDURES FOR MEADOWLARK GOLF COURSE 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 DAVIS FARR, LLP, a Limited Liability Partnership hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Revenue Agreed-Upon Procedures for Meadowlark Golf Course; 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 Davis Fan LLP who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 24-14008/328959 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 QhUavU o23 , 20a4- (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 Five Thousand Dollars ($5,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 24-14008/328959 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. 24-14008/328959 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 24-14008/328959 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. 24-14008/328959 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(3 0)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 24-14008/328959 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 24-14008/328959 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 $ame 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 DAVIS FARR, LLP ATTN: Chief Financial Officer ATTN: Jonathan Foster 2000 Main Street 18201 Von Karman Avenue, Suite 1100 Huntington Beach, CA 92648 Irvine, CA 92612 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. 24-14008/328959 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 24-14008/328959 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. 24-14008/328959 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 qn the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. 24-14008/328959 11 of 12 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of DAVIS FARR,LLP California 'D , � Director/Chief ona 4, f�+ y'f n e i (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/PresidentNice President APPROVED AS TO FORM: AND By: City Attorney print name Date ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: City Clerk Date COUNT -f�R'�1J 24-14008/328959 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, a municipal corporation of the State of DAVIS FARR, LLP California By: Director/Chief (Pursuant To HBMC 0.03.100) print name ITS: (circle one)Chairman/PresidentNice President APPROVED AS TO FORM: AND By: City Attorney print name D e 014-3 —c>7 da ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer CEIVE AND FILE: 4)104‘ 9•6/4,114,Ad City Clerk Date °2//'21'211 COU I1Yrer-P/rrQT 24-14008/328959 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT A D^Q V` ,I I r Davis Farr LLP 1$2p1 Von Korman Avenue I Suite 1100 I Irvine,CA 92612 CERTIFIED PUBLIC ACCQyNTANTS Main:949.474.2020 I Fax:949.263.552Q January 12, 2024 City of Huntington Beach 2000 Main street Huntington Beach, CA 92648 We are pleased to confirm our understanding of the services we are to provide for the City of Huntington Beach (City). This letter will confirm the nature and limitations of the services we will provide and the various responsibilities and other terms of the engagement. We agree to apply procedures to the Lease Agreement of Arcis Golf, dba Meadowlark Golf Course (Operator) as of January 1, 2Q19 through December 31, 2023. The Operator is responsible for maintaining the accounting records and other document to support the information reported to the City. The City has agreed tp and acknowledged that the procedures to be performed are appropriate to meet the intended purpose of evaluating compliance with the Lease Agreement. The procedures we will perform may not address all the items of interest to a user of our report and may not meet the needs of all users of our report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. These agreed-upon procedures are enumerated as follows: 1. We will obtain an understanding of the specific system reports used to generate reporting to the City. We will evaluate adjustments made, if any, to the system reports when reporting information to the City. 2. We will inspect the date rent was remitted to the City for the five years ended December 31, 2023 to determine if they were submitted within the due date specified by the Agreement. 3. We will trace information from the monthly reports provided to the City to the Operator's reports supporting the amounts reported. We will reconcile the information in these reports to the accounting system reports showing all revenues collected by the Operator. 4. We will re-calculate amounts remitted for mathematical accuracy and proper calculation of rent. 5. We will reconcile the monthly revenue reports to a sample of daily reports/support. 6. We will select a sample of daily reports/support and trace amounts to individual receipts supporting the daily report. 7. We will select a sample of bank deposits as noted on bank statements and compare them to the Operator's monthly revenue reports to ensure the completeness of the revenue reports. 8. We will obtain tax returns and compare to the monthly revenue reports to determine the completeness of the revenue reports. 9. For any credits or exemptions allowed by the agreement, we will verify documentation supporting the exemption. These procedures will be applied for the purpose of reporting our findings in regard tp the results of the procedures performed The procedures we will perform are for the intended use of the following specified parties: Management of the city of Huntington kleach We will conduct our engagement in accordance with the attestation standards for agreed-upon procedures engagements established by the American Institute of certified Public Accountants. The agreed-upon procedures are not designed to constitute an examination or a review of the subject matter. Therefore, we will not express an opinion or a conclusion on the subject matter. We have no obligation to perform any procedures beyond those agreed to as enumerated in this letter of engagement. If, for any reason, we are unable to complete the procedures, we will not issue a report as a result of this engagement. At the conclusion 9f our engagement, we will request certain written representations from you about the subject matter information and related matters. We will also issue a written report listing the agreed-upon procedures performed and our related findings. This report will be intended for use by and restricted to the use of the specified parties as identified above, and our report will contain such restricted use language. Jonathan Foster, CPA, is the engagement partner for the services specified in this letter. His responsibilities include supervising Davis Farr's services performed as part of this engagement and signing or authorizing another qualified firm representative to sign the agreed-upon procedures report. Our fees are based on the amount of time required at various levels of responsibility, plus actual out-of-pocket expenses. Invoices are payable upon presentation. Our fee for the engagement will be $5,000. We will notify you immediately of any circumstances we encounter that could significantly affect this initial fee estimate. Please sign and return the attached copy 9f this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement including our respective responsibilities. If you have any questions, please let us know. We appreciate the opportunity to be of service to you and look forward to working with you and your staff. Respectfully, Jonathan Foster, Partner Davis Farr LLP *************************************************************** 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. $5,000 Flat Fee 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 11 141. ACO CERTIFICATE OF LIABILITY INSURANCE OS/10/20223 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS:NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 1-847-385-6800 NAME CT Michael Kochanski Edgewood Partners Insurance Center PHONE 847-385-6800 {Fpx Lemma, a division of EPIC (Arlington Heights) �ArP.No.Ertl: I INC.Not: _ 111 West Campbell JAODR SS: psgcertsGletttme.com 4th Floor INSURER(S)AFFORDINOCOVERAGE NAM Arlington Heights, XL 60005 INSURERA:GREAT DIVIDE INS CO 25224 INSURED INSURERS: Davis Farr, LLP INSURER C: 18201 Von Kerman Avenue, Suite 1100 INGURERD: INSURER E Irvine, CA 92612 INSURERF: COVERAGES CERTIFICATE NUMBER:60737950 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 ABDL SUER POLICY EFF POLICY EXP LIMITS LIR INSD WVO POUCY NUMBER IMMIDD (MMMDIYYLIYI- COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE -$ CLAIMSIutADE ( }OCCUR DAMAGE TO RENTED PREMISES(Ee occurrencel $ MED EXP(Any one person) _$ PERSONAL&ADV INJURY $ GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY n LOG PRODUCTS-COMP/OP AGO $ OTHER: $ AUTOMOBILE LIABILITY COMBINED iSINGLE LIMIT $ accI ANY AUTO BODILYdd INJURY(Per person). $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per eceldent) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY __-_'AUTOS ONLY (PereWdenll _ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIABI CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ WORKERS COMPENSATION PER TUTS 1 _ER- AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERIEXECUTIVE Y NIA E.L.EACH ACCIDENT j1J $ OFFICEREMBEREXCLUDED7 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ Uyes,describe under DESCRIPTION OF OPERATIONS below - E.L.DISEASE-POLICY LIMIT $ A Professional Liability CAB201852-7 05/21/23 05/21/24 Each Claim 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space le requlred>�PROVEO AS TO FORM 13y: MICHAEL E.GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92648 USA R"'� i t'ke'`'k ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Sue.Phillips8lemme.com LEM 68737950 ao!g0 Oawond Ra10 uoea9 uoi6ounH VZOZ Nd f !!l OS1:1 F`N City of Huntington Beach }$ Business License P.O. Box 190 y`'ti'` 1Q (714) 536-5267 FAX (714) 536-5934 Huntington Beach, CA 92648-2702 �UUNTY GPW Sunny Han Chief Financial Officer DAVIS FARR LLP 18201 VON KARMAN AVE STE 1100 IRVINE, CA 92612 Dear Business Owner: Thank you for your payment. Attached is your City of Huntington Beach Business License certificate. Please note that approximately one month prior to the license expiration date,you will be mailed a renewal notice for the upcoming year. If for any reason your renewal notice does not arrive, you are still responsible for renewing and paying your business license prior to the expiration date. Penalties will be incurred if the payment is not received by the expiration date. Please post the business license in public view. If you do not transact business from a fixed location within the City,you must carry this license with you at all times. If a vehicle license plate number is displayed on the Business License certificate below,you must carry a copy of the certificate in that vehicle. Please contact the Business License office if there are any changes to:ownership, address, business name, business vehicle,or type of business conducted.Additionally, please notify our office if you discontinue your business. The Gender Tax Repeal Act of 1995 (Act) prohibits a business from discriminating based on a person's gender for prices of similar or like-kind goods and services. However,the Act does not prohibit price differences based on the amount of time,difficulty, or cost of providing the services. In addition to prohibiting discrimination based on a person's gender, the Act requires certain businesses to clearly and conspicuously disclose to customers in writing the pricing for each standard service provided.The posting requirement applies to barbers and hair salons,tailors or businesses providing aftermarket clothing alterations,dry cleaners, and laundries providing services to individuals.To access the Department of Consumer Affairs publication, please use the following webpage: https://www.barbercosmo.ca.gov/consumers/gender_policy.pdf. To access the publication in Korean, Spanish,Vietnamese, Traditional Chinese, Simplified Chinese,or Tagalog, please use the following webpage: https://www.dca.ca.gov/publications/index.shtml There are many resources available to our business owners. Listed below are a few that might be of interest and assistance to you. Office of Business Development-(714)536-5582 Service Corps of Retired Executives-(714) 550-7369 Huntington Beach Chamber of Commerce-(714)536-8888 Fictitious Business Name Information-(714)834-2889 CA Department of Tax and Fee Administration-(949)440-3473 Community Development-(714)536-5271 If you have any questions, please call a Business License representative at (714) 536-5267. City of Huntington Beach Business License License Number Business Name/Service Address POST IN PUBLIC VIEW A316726 DAVIS FARR LLP "�Nfz Effective Date ow-Qa � 06/01/2023 Owner/Corporation Expiration Date DAVIS FARR LLP U; _ 05/31/2024 1�5� ,1 License Type �'•ti ='�oQiP Amount Paid PROFESSIONAL SERVICES a4UfJf $137.30 THIS LICENSE IS ONLY FOR THE BUSINESS AND TYPE SHOWN. IT IS FOR THE PERSON TO WHOM ISSUED AND IS NON-TRANSFERABLE. RENEWAL IS DUE ON OR BEFORE THE EXPIRATION DATE.