HomeMy WebLinkAboutProfitable Food Facilities Worldwide - 2025-02-01 (2) PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
PROFITABLE FOOD FACILITIES WORLDWIDE
FOR
REAL ESTATE CONSULTING 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, PROFITABLE FOOD FACILITIES WORLDWIDE., a
hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to perform real
estate consulting services to review City owned property lease agreements; 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 James Peters who shall represent it and
be its sole contact and agent in all consultations with CITY during the performance of this
Agreement.
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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 February 1, 2025 (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 Fifty Two Thousand Eight Hundred
Dollars ($52,800).
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
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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
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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.
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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
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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.
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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.
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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 Profitable Food Facilities Worldwide
ATTN: Dir. of Community Development ATTN: Mike Holtzman
2000 Main Street 35115 S. 4390 Road
Huntington Beach, CA 92648 Big Cabin, OK 74332
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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
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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.
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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,
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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.
CONSULTANT, CITY OF HUNTINGTON BEACH,
PROFITABLE FOOD FACILITIES a municipal corporation of the State of
WORLDWIDE California
By: ir .
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City Manager
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
Perform real estate consulting services to review City owned property lease agreements
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
• Analyze the current operations at 45 of your leased locations including all concessions,
retail, and the top 50% of locations described as "other". Reviewing the current numbers
reported by the vendors prior to our arrival will be important. Once there is clarity
surrounding the correlation of lease standards and operational viability, then we can
concentrate on the opportunities to restructure agreements and bolster revenue generation.
• Evaluate the current physical condition of all concession and retail locations and analyze the
cost to the City for maintaining standard operational function. This will include an appraisal
of all commercial kitchen equipment, furniture, and fixtures.
• Offer suggestions on kitchen improvements and minor capital improvements that may be
needed prior to any new concessionaires or new retail partners coming on board.
• Evaluate the food-purchasing plan and pricing standards for the current concession
operations.
• Analyzing the menus at all the locations and based upon our experience, making suggestions
for increased efficiency, quality and profitability.
• Examining the operations from a customer's perspective, and determining additional
opportunities for increased sales and profits including large community events.
City
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:
Payment of 50% will be paid upon completion of all onsite work; and
Payment of 50% will be paid upon submission and approval of the final report.
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
. f CERTIFICATE OF LIABILITY INSURANCE DATE/16/2025
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 be endorsed.If SUBROGATIONIS 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 llou of such ondoraement(s).
PRODUCER CONTACT
NUTMEG INS AGENCY INC NAME.
76210791 PHONE (866)467-8730 FAX
WC No,lal); INC,No}.
The Hartford Business Service Center
3600 Wiseman Blvd E•MAX
San Antonio,TX 78251 ADDRESS
INSURERISI AFrORO IO COVERAGE NAIC11
INSURED INSURER A: Hartford Fire Insurance Company 19682
Michael Holzman INSURER B:
35115 S 4390 RD
BIG CABIN OK 74332 INSURER G:
INSURER 0:
INSURER E:
INSURER,:
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.
mSR ADOL SUBR POLICY EFF POLICY EXP
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WORKERS COMPENSATION (PER I 0TI4
AND EMPLOYERS'LIABILITY (STATUTE I ER
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OFFICER MEMBER EXCLUDED) C N/A EL.DISEASE•EA EMPLOYEE
(Mandatory In NN)
S yes desert*under E L DISEASE•POLICY LIMIT
DESCRIPTION OF OPERATIONS ST%oo
Professional Ltabihty 76 OHO 728734 01/17/2025 01/17/2026 Limit Per Claim 51.000,000
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Retention 510,000 Per Claim 99m9
OESCRIPFION OF OPERARONS/LOCA,IONSI VEHICLES(ACORD 101,Additional Romans Schedule.may be attached*owe spun N msuhed)
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CERTIFICATE HOLDIR CANCF.SteATINN
CITY OF HUNTINGTON BEACH - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES DE CANCELLED
2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED
HUNTINGTON BEACH CA 92648.2702 IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
ID 1988.2015 ACORD CORPORATION.All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
APPROVED AS TO FORM•
MICHAEL E.GATES
CITY ATTORNEY
CITY or HUNTINGTON BEACH
•
REQUEST FOR PROPOSALS
FOR
•
Lease Management Consulting Services for City-Owned and Leased Properties
Community Development Department
CITY OF HUNTINGTON BEACH
Released on October 15,2024
1
1. BACKGROUND
The City of Huntington Beach is seeking proposals from qualified professionals to provide
comprehensive lease consultation services, as outlined in the Scope of Work in this Request
for Proposals (RFP). The selected consultant will analyze approximately 22 lease agreements
for various City-owned facilities, including 8 beach and park concessions, 4 restaurants, 2
retail establishments, 4 recreation operators, 1 yacht club, 1 landscape nursery, 1 service
mark license, and 1 museum.
The City is looking for a firm with extensive experience in managing real estate for
government or public agencies. The firm should also have proven expertise in overseeing
food, beverage, and other amenity concessions,particularly in locations where visitors have
limited options (such as parks,beaches, or recreational areas). The consultant's primary
objective will be to help the City optimize the management of these assets, maximize their
value, and ensure they effectively serve Huntington Beach's residents, businesses, and
visitors.
Huntington Beach is a full-service city with approximately 200,000 residents, spanning 27.3
square miles. The Community Development Department, which employs 57 full-time and
part-time staff, oversees the management of City-owned properties in collaboration with
other City departments.
2. SCHEDULE OF EVENTS
This request for proposal will be governed by the following schedule:
Release of RFP Tuesday, October 15, 2024
Deadline for Written Questions Tuesday, October 22, 2024 by 4pm
Responses to Questions Posted on Web Tuesday, October 29, 2024
Proposals are Due Tuesday,November 5, 2024 by 4pm
Proposal Evaluation Complete Tuesday,November 12, 2024
Approval of Contract Tuesday.November 19, 2024
2. SCOPE OF WORK:
The Scope of Work for this project includes the following tasks:
A. Lease Agreement Review and Restructuring:
• Task: Review and evaluate each lease agreement to determine its alignment with
current market conditions, best practices, and the City's financial goals
• Deliverable: Provide a detailed analysis of each lease, identifying opportunities to
restructure to increase revenue, enhance tenant performance, and align with the City's
short- and long-term objectives.
B. Market Rate and Benchmarking Analysis:
• Task: Benchmark each lease agreement against comparable municipal leases and
prevailing market rates for similar properties in the region.
• Deliverable: Provide a comparative analysis report, identifying discrepancies between
the City's leases and market standards.
C. Financial and Operational Performance Review:
• Task: Analyze lessee financials, including gross sales,revenue-sharing models, and
operational performance.Assess compliance with revenue-sharing clauses, if
applicable.
• Deliverable: Provide a financial performance report, including recommendations for
improving revenue generation and lessee operational efficiency.
D. Property Condition and Improvement Recommendations:
• Task: Review the physical condition of the leased premises, including commercial
kitchens,fixtures, and operational equipment.Assess the need for capital
improvements or maintenance to ensure properties meet operational and market
standards.Evaluate whether improvements should be implemented by the lessee, and
if so, recommend how the cost of these improvements should be reimbursed through
rent credits or other financial mechanisms under the terms of the lease.
• Deliverable: Provide a property condition report for each leased property, including:
a)Recommendations for capital improvements or maintenance to enhance property
value and operational efficiency.
b) An evaluation of whether the lessee should be responsible for making
improvements under the lease terms.
c)Recommendations on how the cost of lessee-made improvements could be
reimbursed through rent credits or other financial arrangements,with an analysis of
the financial impact on the City.
E. Lessee Feedback and Engagement:
• Task: Engage with lessees to gather feedback on the current lease structure and
identify challenges they face that could be addressed through lease restructuring.
• Deliverable: Provide a summary of lessee feedback and suggestions for improving the
lease terms to support their success.
F. Short-Term and Long-Term Strategy Recommendations:
• Task: Provide strategic recommendations for each lease, addressing both short-term
actions (e.g., lease renewals and restructuring) and long-term goals (e.g., future
capital investments and potential new tenants).
• Deliverable: Provide a strategic recommendation report, outlining both short-and
long-term options for each lease.
G. Executive Summary and Recommendations:
• Task: Provide an executive summary of all findings, including key recommendations
for improving each lease agreement and the overall management of the City's leased
properties.
• Deliverable: An executive summary report and presentation to City leadership
outlining major findings,recommendations, and a roadmap for implementation.
3. PROPOSAL FORMAT GUIDELINES
Interested contractors must provide the City with a thorough proposal that adheres to the
following guidelines:
A. Proposal should be typed in a 12-point font and should not exceed 20 pages, including the
transmittal letter and resumes of key personnel (excluding index, table of contents,tables,
and graphic exhibits).
B. The proposal must be straightforward,concise,and written in a way that provides layman's
explanations of technical terms. 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.
C. The proposal sections should be formatted in the following order:
i. Vendor Application Form and Cover Letter
Complete Appendix A:Request for Proposal-Vendor Application Form and attach it to
the cover letter. The cover letter should be no more than three pages in length and must
summarize the key elements of the proposal.The letter must be signed by an individual
authorized to bind the consultant to the terms of the proposal. Additionally, the letter
should confirm that the proposal price will be valid for at least 180 days. Please include
the address and telephone number of the contractor's nearest office to Huntington
Beach, California, as well as the office from which the project will be managed.
ii. Background and Project Summary Section
In this section,describe your understanding of the City of Huntington Beach,the Scope
of Work, and the key objectives to be achieved through this project. Highlight the
City's needs as outlined in the RFP and explain how your firm is uniquily qualified to
address them. Clearly demostrate your understanding of the project's goals, and refer
to the Scope of Work section for specific details regarding the tasks and deliverables
required.
iii. Methodology Section
Provide a comprehensive and detailed description of the approach and methodology
your firm will use to accomplish the Scope of Work outlined in this RFP. The
Methodology Section should include:
1. Implementation Plan: Outline the methods and controls your firm will use to
manage projects of the nature. Include your approach for:
a. Managing project timelines,resources, and deliverables.
b. Soliciting and documenting feedback from both internal and external
stakeholders.
c. Any project management strategies or techniques your firm will employ to
ensure the successful execution of the work.
2. Client Satisfaction: Describe the specific steps your firm will take to achieve client
satisfaction and ensure successful fulfillment of the requirements set forth in the
Scope of Work.
3. Project Schedule: Provide a detailed project schedule, including all tasks and
deliverables, the durations for each task, and an estimated overall timeline for
project completion.
4. City Staff Involvement: Specify the tasks or support that will be required from City
staff to complete the project.Clarify the roles and responsibilities of both your staff
and the City's staff in achieving the project's objectives.
iv. Staffmg
Provide a list of individual(s) who will be assigned to this project, along with their
specific roles and responsibilities.For each designated team member,include a detailed
resume highlighting their relevant qualifications, experience, and expertiese related to
the tasks they will perform.
If, after award of the contract,the contractor needs to assign different personnel to the
project,the contractor must submit the names, qualifications, and relevant information
of the new team members to the City for approval prior to their involvement in the
project.
v. Qualifications
In this section,provide an overview of your firm's qualifications,as well as the relevant
qualifications of key staff and any sub-contractors involved in the project. Focus on
projects completed within the past five years that are comparable in size and scope to
ij
the services required in this RFP,demonstrating your firm's competence to perform the
work.
The information should include:
1. Key Personnel Involvement: Identify the key staff who participated in similar
projects and describe their specific responsibilities as they relate to this RFP's Sope
of Work.
2. Firm's Capability: Summarize your firm's overall capability and experience in
delivering the services requested, including how long your firm has been providing
similar services.
3. References: Provide at least five local references for similar services performed by
your firm. The City of Huntington Beach reserves the right to these references. For
each reference,please include the following details:
• Client Name
• Project Description
• Project Start and End Dates
• Client's Project Manager(Name, Telephone Number, and Email Address)
vi. Fee Proposal
1. Initial Payment(25%):The first 25%of the consulting fee will be paid upon
commencement of onsite work, evidenced by confirmed appointments with
lessees and City staff.
2. Midpoint Payment(25%): An additional 25%will be paid upon completion of all
onsite work.
3. Final Payment(50%): The remaining 50%will be paid upon submission and
approval of the final report.
4. PROCESS FOR SUBMITTING PROPOSALS
All proposals must be submitted in PDF file format.
A. Content of Proposal
Proposals must follow the format outlined in the proposal format guidelines provided in
this RFP.
B. Preparation of Proposal
Proposals should be clear, concise, and economically prepared, avoiding the use of
elaborate promotional material. Focus on providing a complete, accurate, and reliable
presentation of your firm's qualifications and approach to the project.
C. Number of Copies
Submit one (1)copy of the proposal in PDF format,ensuring it includes sufficient detail
to allow for thorough evaluation and comparative analysis.
D. Submission Deadline
Complete proposals must be submitted electronically via the PlanetBids.com website no
later than 4:00 p.m. (P.S.T)on November 5,2024. Proposals will not be accepted after
this deadline. Faxed or e-mailed proposals will not be accepted.
E. Inquiries
All questions regarding this RFP must be submitted in writing via the Planet Bids Q&A
tab no later than 4:00 p.m. (PST)on Tuesday, October 22, 2024. No verbal questions will
be accepted. Responses to written questions will be binding only if provided in writing by
the City.
From the issuance of this RFP until a firm is selected and the selection is announced,
potential bidders are prohibited from communicating with any City employee other than
the designated contracting officer, except during any pre-proposal conferences scheduled.
Violating this condition may result in disqualification. Refer to the Schedule of Events for
any relevant pre-proposal conference dates.
F. Conditions for Proposal Acceptance
This RFP does not commit the City to award a contract or to pay any costs incurred in the
preparation of proposals. The City reserves the right, at its sole discretion, to accept or
reject any or all proposals,negotiate with any qualified source,or to cancel this RFP in part
or in its entirety. All submitted proposals become the property of the City of Huntington
Beach. Any proprietary information included in the proposal must be clearly marked.
6. EVALUATION CRITERIA
The City's consultant evaluation and selection process will be based on Qualifications Based
Selection(QBS)for professional services. The City of Huntington Beach may use some or all
of the following criteria to evaluate and compare proposals. The criteria listed are not
exhaustive,nor are they presented in order of importance:
A. Compliance with RFP Requirements:Proposals will be evaluated for their adherence to the
guidelines and requirements specified in this RFP.
B. Understanding of the Project:Demonstrated understanding of the City's objectives and the
Scope of Work.
C. Experience with Similar Projects: Recent experience in successfully completing projects
of similar scope, complexity, and magnitude for other public agencies.
D. Qualifications of Key Personnel: The educational background, work experience, and
directly related consulting experience of the firm's key personnel.
E. Price:The proposed fee will be considered,but the City is not obligated to accept the lowest
priced proposal.
F. References:The quality of references provided by the firm,with an emphasis on successful
outcomes for similar projects.
The City may also:
• Contact and evaluate the bidder's and any subcontractor's references.
• Reach out to any bidder to clarify aspects of their proposal.
• Solicit information from any available source regarding the bidder's past performance or
qualifications.
• Review any other pertinent information related to the evaluation process.
The evaluation committee is not required to accept the lowest priced proposal but will make an
award based on the best interests of the City.
Following the evaluation of written proposals, discussions with prospective firms may or may not
be necessary. If interviews are conducted, they will follow a question/answer format designed to
l clarify aspects of the proposal. The individual directly responsible for executing the contract, if
awarded, should attend the interview.
A Notification of Intent to Award may be sent to the selected vendor, contingent upon the
successful negotiation of final contract terms. Negotiations will remain confidential and will not
be disclosed to competing vendors unless an agreement is reached. Should contract negotiations
fail, the City reserves the right to negotiate with the next highest-scoring vendor or withdraw the
RFP entirely.
7. STANDARD TERMS AND CONDITIONS
A. Amendments
The City reserves the right to amend this RFP before the proposal due date. Any
amendments or additional information will be posted on the Huntington Beach
Procurement Registry, accessible via the City's official website under Huntington Beach-
Official City Web Site - Business - Bids & RFP's. Bidders are encouraged to check this
page regularly for updates.
B. Cost of Proposal Preparation
All costs associated with preparing and submitting the proposal are the sole responsibility
of the bidder. Proposals submitted will become the property of the City and will not be
returned.
C. Contract Discussions
Before awarding the contract, the City may enter into discussions with the apparent
successful firm to resolve any contractual differences. These discussions must be
completed,and all exceptions resolved,within one(1)week of notification.If an agreement
cannot be reached, the proposal may be rejected, and discussions initiated with the next
highest-scoring firm. A sample agreement can be found in Appendix B.
D. Confidentiality Requirements
Staff members assigned to this project may be required to sign a departmental non-
; disclosure agreement. Proposals are subject to the Freedom of Information Act (FOIA).
The City cannot guarantee the protection of proprietary data submitted in proposals.
E. Financial Information
The City reserves the right to request sufficient financial data from bidders to evaluate their
financial capability to perform the contract.
F. Payment by Electronic Funds Transfer
The City requires that payment be made via Electronic Fund Transfer(EFT)directly to the
vendor's bank account.Upon intent to award,the vendor must provide banking information
through an Electronic Credit Authorization form, which will be provided by a City
representative. An electronic remittance advice detailing the payment will be sent via
email. It is the vendor's responsibility to promptly notify the City of any change to their
payment information.
G. Insurance Requirements
In accordance with City Resolution 2008-63, all licensees, lessees, and vendors must
provide an approved Certificate of Insurance (not a declaration or policy) on file with the
City for the issuance of a permit or contract. The successful bidder must furnish the
required Certificates of Insurance, as specified in Appendix C,within ten(10)consecutive
calendar days of contract aware. Failure to do so will result in forfeiture of the Proposal
Security.
Please carefully review the Sample Agreement and Insurance Requirements before
submitting your response to this Request for Proposals. The terms of the agreement,
including insurance requirements, are mandated by the City Council and can only be
modified under extraordinary circumstances. In your proposal response,please indicate
if you are unable or unwilling to execute the agreement as drafted, or if there are any
issues with meeting the insurance requirements. The City will take this into account
when evaluating the responsiveness of your 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:
Year Business was Established:
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
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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:
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References of Work Performed Form
(List 5 Local References)
Comany Name:
1. Name of Reference:
Address:
Contact Name: Phone Number:
Email:
Dates of Business:
2. Name of Reference:
Address:
Contact Name: Phone Number:
Email:
Dates of Business:
3. Name of Reference:
Address:
Contact Name: Phone Number:
Email:
Dates of Business:
4. Name of Reference:
Address:
Contact Name: Phone Number:
Email:
Dates of Business:
5. Name of Reference:
Address:
Contact Name: Phone Number:
Email:
Dates of Business:
APPENDIX 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.
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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 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."
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7. DISPOSITION OF PLANS,ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including,
without limitation, all original drawings, designs, reports, both field and office notices,
calculations, computer code, language, data or programs, maps, memoranda, letters and other
documents, shall belong to CITY, and CONSULTANT shall turn these materials over to
CITY upon expiration or termination of this. Agreement or upon PROJECT completion,
whichever shall occur first. These materials may be used by CITY as it sees fit.
8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold
harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers
from and against any and all claims, damages, losses, expenses, judgments, demands and
defense costs (including, without limitation, costs and fees of litigation of every nature or
liability of any kind or nature) arising out of or in connection with CONSULTANT's (or
CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this
Agreement or its failure to comply with any of its obligations contained in this Agreement by
CONSULTANT, its officers, agents or employees except such loss or damage which was
caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct
all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's
counsel. This indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits do not act as limitation upon the amount
of indemnification to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability
insurance policy covering the work performed by it hereunder. This policy shall provide
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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 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.
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10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT
shall furnish to CITY a certificate of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverage as required by this Agreement; the certificate
shall:
A. provide the name and policy number of each carrier and policy;
B. state that the policy is currently in force; and
C. shall promise that .such policy shall not be suspended, voided or
canceled by either party, reduced in coverage or in limits except after
thirty (30) days' prior written notice; however, ten (10) days' prior
written notice in the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain the foregoing insurance coverage in force until
the work under this Agreement is fully completed and accepted by CITY.
The requirement for carrying the foregoing insurance coverage shall not
derogate from CONSULTANT's defense, hold harmless and indemnification obligations as
set forth in this Agreement. CITY or its representative shall at all times have the right to
demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a
prompt and timely manner,the premiums on the insurance hereinabove required.
11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this
Agreement as an independent contractor herein and not as an employee of CITY.
CONSULTANT shall secure at its own cost and expense, and be responsible for any and all
payment of all taxes, social security, state disability insurance compensation, unemployment
compensation and other payroll deductions for CONSULTANT and its officers, agents and
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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 financial interest in this Agreement in violation of the applicable
provisions of the California Government Code.
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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:
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
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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 ariy 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 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.
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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.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of California.
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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.
CONSULTANT's initials
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
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers. This Agreement shall be effective on the
date of its approval by the City Council. This Agreement shall expire when terminated as
provided herein.
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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/President/Vice President
INITIATED AND APPROVED:
AND
By:
print name
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
Secretary-Treasurer REVIEWED AND APPROVED:
City Manager
APPROVED AS TO FORM:
City Attorney
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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
EDIT "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
1.41 a 143 Ulf ' F 9. t vim.r x g z k
.01-1114mu lfil4 . 110:0 R,e u1re 4ents
•-�,�'. s,- .,,a �, �� .yr;;., i s a �•.����jIIc
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: �'� AUfQIU :I a� 4 04+ W, �' _. ?SSE t 0 a
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@,suifcity-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 i 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
Permittees: Any persons or entities who make and property occurrence.Allows Liability Requirement
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
c k fit. Minimum insurance Requirements•
'Vendor Type? .. p x Audi#mnal
& a A tomobile .� Pro ess al 'run ly a Insured `
Liability Gen era 1Lia`bllity Liability In r nceA„x 'orkers'Comp ndoirsemeuts..','
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-9 for sample forms.
Email:christine.keen@surfcity-hb.org Phone: 714-374-5373
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.
Allows up to
the exercise of professional discretion and $10,000
independent judgment based on an advanced or
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.
HB Insurance Matrix revised 4-7-16(2).xlsx 2 of 4
CITY OF.HUNTINGTON BEACH INSURANCE REQUIREMENTS
,m, �xy �x t��y :-7�
x _ Mini .insurance Requirements '
Vendor Pe W, Additional
t3 � 'r r tgmPbile - fix Professional a ,q ttY � � , 4149.ed
s a �L abtltt ene " .iabilit�x •
]f lab tT nce Workers'Cam s tS_-;
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:christine.keen@surfcity-hb.org Phone: 714-374-5373
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 1 below.)
Note 1 -Workers'Compensation Exemption:If entity has no employees,a signed Declaration o.f 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.
HB 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:VH.
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.
•
1 in mun nsuranc Ike ut rement is
k@nfOrTpE*
o(essronal 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