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RESOLUTION NUMBER 6714
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AN AGREEMENT WITH ANDERSON PENNA TO
PROVIDE PERSONNEL TO SERVE AS INTERIM DIRECTOR OF
COMMUNITY DEVELOPMENT AND PROVIDE TEMPORARY
CODE ENFORCEMENT SERVICES
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves that certain agreement between
the City and Anderson Penna dated February 14, 2017 to provide personnel to
serve as Interim Director of Community Development, and to provide temporary
Code Enforcement services for up to six (6) months in a total amount not to
exceed $133,300.00 as set forth in the agreement.
Section 2. The City Council hereby authorizes the City Manager to execute
the agreement and further authorizes the City Manager to terminate the
agreement at such time as the services are no longer needed.
Section 3. The City Council finds, pursuant to Government Code Section
21221(8) that the temporary appointment of Scott Barber as interim Director of
Community Development is made necessary by a leave of absence granted to
the permanent director, not to exceed six (6) months, and that the temporary
position requires specialized skills in community planning and management.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 13th day of February, 2017 by the following vote:
AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Sandra Massa-Lavitt, Mayor
ATTEST:
Robin Roberts, MMC, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH I
I, Robin Roberts, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6714 on file in
the office of the City Clerk, passed, approved, and adopted by the Seal 'Beach
City Council at a regular meeting held on the 13th day of February , 2017.
City Clerk
PROFESSIONAL SERVICES AGREEMENT
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City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Anderson Penna Partners, Inc.
3737 Birch Street, Suite 250
Newport Beach, CA 92660
949-428-1500
This Professional Service Agreement ("the Agreement") is made as of February
14, 2017 (the "Effective Date"), by and between Anderson Penna Partners, Inc.
("Consultant"), a California corporation, and the City of Seal Beach ("City"), a
California charter city, (collectively, "the Parties").
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RECITALS
A. City desires certain professional services.
B. Consultant represents that it is qualified and able to provide City with the
personnel to perform such services.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as
follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide the specific designated personnel to
perform those services ("Services") set forth in Consultant's proposal; dated
February 7, 2017 and attached as Exhibit A, which is hereby incorporated Iby this
reference. Specifically, Consultant shall provide the personnel designated in
Exhibit A to serve as City's Interim Director of Community Development'and to
provide temporary municipal code enforcement services. To the extent that there
is any conflict between Exhibit A and this Agreement, this Agreement shall
control.
1 .2. Consultant shall that its employees perform all Services under this
Agreement in accordance with the standard of care generally exercised by like
professionals under similar circumstances, in a similar geographic locality,,and in
a manner reasonably satisfactory to City.
1.3. In performing this Agreement, Consultant and its employees or
agents shall comply with all applicable provisions of federal, state, and local law.
1.4. Consultant will not be compensated for any work performed not
specified in the Scope of Services unless the City authorizes such work in
advance and in writing. The City Manger may authorize extra work to fund
unforeseen conditions up to the amount approved at the time of award iby the
City Council. Payment for additional work in excess of this amount requires prior
City Council authorization.
2.0 Term
This term of this Agreement shall commence as of the Effective Date and shall
continue for a term of up to six months or a maximum of 960 hours service as
Interim Community Development Director in a fiscal year unless previously
terminated as provided by this Agreement.
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3.0 Consultant's Compensation
City will pay Consultant in accordance with the hourly rates and mileage
reimbursement amounts shown on the fee schedule set forth in Exhibit A for
Services but in no event will the City pay more than the total amount of
$133,300.00.
4.0 Method of Payment
4.1 . Consultant shall submit to City monthly invoices for all services
rendered pursuant to this Agreement. Such invoices shall be submitted within 15
days of'the end of the month during which the services were rendered and shall
describe in detail the services rendered during the period, the days worked,
number of hours worked, the hourly rates charged, and the services performed
for each day in the period. City will pay Consultant within 30 days of receiving
Consultant's invoice unless City gives Consultant notice that some amount in the
invoice is disputed, in which case the parties shall meet and confer to resolve
such dispute. City will not withhold any applicable federal or state payroll and
other required taxes, or other authorized deductions from payments made to
Consultant.
4.2. Upon 24-hour notice from.City, Consultant shall allow City or City's
agents or representatives. to 'inspect at Consultant's offices during reasonable
business hours all records, invoices, 'time. cards, cost control sheets and other
records maintained by Consultant in connection with this Agreement. City's
rights under this Section 4.2 shall survive for two years following the termination
of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant.based on reasonable cause, upon,giving the other party written notice
thereof not less than 15 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or
replacement• of comprehensive general liability insurance as required by this
Agreement at least 20 days before the expiration date of the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Scott Barber is the Consultant's primary representative for
purposes of this Agreement.
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7.0 Notices
Ti. All notices permitted or required under this Agreement shall be
deemed made when personally delivered or when mailed 48 hours after deposit
in the United States Mail, first class postage prepaid and addressed to the party
at the following addresses:
To City: City of Seal Beach
211 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: AndersonPenna
3737 Birch Street, Suite 250
Newport Beach, CA 92660
Attn: Stephen G. Badum, PE
7.2. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
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8.0 Independent Contractor
8.1 . Consultant is an independent contractor and not an employee of
the City. AIIservices provided pursuant to this Agreement shall be performed by
Consultant or under its supervision. Consultant will determine the means,
methods, and details of performing the services. Any additional personnel
performing services under this.Agreement on behalf of Consultant shall also not
be employees of City and shall at all times be under Consultant's exclusive
direction and control. However, only the individuals listed in Exhibit A shall be
deployed'by Consultant to.perform the Services. Consultant shall pay all wages,
salaries, and other amounts due such personnel in connection with their
performance of services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to social security taxes, income
tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
82. Consultant shall indemnify and hold harmless City and its elected
I officials, officers, and employees, cervants, docignated volunteers, and agento
serving as independent contractors in the role of City officials, from any and all
liability, damages, claims, costs and expenses of any nature to the extent arising
from Consultant's personnel practices. City shall have the right to offset against
the amount of any fees due to Consultant under this Agreement any amount due
to City from Consultant as a result of Consultant's failure to promptly pay to City
any reimbursement or indemnification arising under this Section.
9.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of the City. Consultant is fully responsible to City for the performance of
any and all subcontractors.
10.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
11.0 Insurance
11.1. Consultant shall not commence work under this Agreement:until it
has provided evidence satisfactory to the City that Consultant has secured all
insurance required under this Section. Consultant shall furnish City with original
certificates of insurance and endorsements effecting coverage required by this
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Agreement on forms satisfactory to the City. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer
to bind coverage on its behalf, and shall be on forms provided by the City if
requested. All certificates and endorsements shall be received and approved by
the City before work commences. The City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
11 .a Consultant shall, at its expense, procure and maintain for the
duration of the Agreement, insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance
of this Agreement. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial
General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage,form number CA 0001, code
1 (any auto); and, if required by the City, (3) Professional Liability.. Consultant
shall maintain limits no less than: (1) General Liability: $2,000,000 per
occurrence for bodily injury, personal injury and property damage and if
Commercial. General Liability Insurance or other form with a general aggregate
limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1 ,000,000 per accident for bodily injury
and property damage; and (3) Professional Liability: $1 ,000,000 per
claim/aggregate.
11.3. The insurance policies shall contain the following provisions, or
Consultant shall provide endorsements on forms supplied or approved by the
City to state: (1) coverage shall not be reduced or
canceled except after 30 days prior written notice by certified mail, return receipt
regeested, has been given to the City; (2) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, (3) coverage shall
be primary insurance as respects the City, its directors, officials, officers, and
employees, agents-and volunteers, or if excess, shall stand in an unbroken chain
of coverage excess of the Consultant's scheduled underlying coverage and that
any insurance or self-insurance maintained by the City, its directors, officials,
officers, and employees, agents and of nteers shall be excess of the
Consultant's insurance and shall not be called upon to contribute with it; (4) for
general liability insurance, that the City, its directors, officials, officers, and
employees, agents and voluntocrs shall be covered as additional insureds with
respect to the services or operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work;
and (5) for automobile liability, that the City, its directors, officials, officers, and
employees, agents and' elentoors shall be covered as additional insureds with
respect to the ownership, operation, maintenance, use, loading or unloading of
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any auto owned, leased, hired or borrowed by the Consultant or for which the
Consultant is responsible.
11.4. All insurance required by this Section shall contain standard
separation of insureds provisions and shall not contain any special limitations on
the scope of protection afforded to the City, its directors, officials, officers, and
employees, agents, and volunteers.
11.5. Any deductibles or self-insured retentions shall be declared to and
approved by the City. Consultant guarantees that, at the option of the City,
either: (1.) the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its directors, officials, officers, and employees,
agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and
defense expenses.
12.0 Indemnification, Hold Harmless, and Duty to Defend
Consultant shall defeadindemnify, but not defend, and hold the City, its officials,
officers, employees, volunteer and agents serving as independent contractors in
the role of city officials (collectively "Indemnitees") free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful
Ideath, in any manner arising out of or incident to any negligent acts, intentional
wrongdoing or omissions of Consultant, its employees, or its agents in
connection with the performance of this Agreement, including without limitation
the payment of all consequential damages and attorneys' fees and other related
costs and expenses, except for such loss or damage arising from the sale
negligence or willful misconduct of the City. With respect to any and all such
Consultant shall reimburse City and its directors, officials, officers, and
employees, , for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity
herein provided, caused by the negligence or other fault by or attributable to the
indemnitor, its employees or agents, and determined by a court of competent
jurisdiction.. Consultant's obligation to indemnify shall not be restricted to
, _ , -- . - . - , . . - _ _ - -- . All duties of Consultant
under this'Section shall survive termination of this Agreement.
13.0 Equal Opportunity
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Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or
applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination
includes, but is not limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or
termination.
14.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
15.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both
parties.
16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party
as a result of this Agreement.
19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a party shall give the other party any
contractual rights by custom, estoppel, or otherwise.
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20.0 Prohibited Interests;Conflict of Interest
20.1. Consultant covenants-represents that it presently has no interest
and shall notacquire any interest, director indirect, which may affected by the
Services, or which would conflict in any manner with the performance of the
Services. Consultant further oevenants-represents that, in performance of this
Agreement, no person having any such interest shall be employed by it.
Furthermore, Consultant shall.avoidthe appearance of having any interest; which
would conflict in any manner with the performance of the Services. Consultant
shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant "financially interested" (as
provided in California Government Code §§1090 and 87100) in any decision
made by City on any matter in connection with which Consultant has been
retained.
202. Consultant further warrants represents and maintains that it has not
employed or retained any person or entity, other than a bona fide employee
working exclusively for Consultant, to solicit or obtain this Agreement. Nor has
Consultant paid or agreed to pay any person or entity, other than a bona fide
employee working exclusively for Consultant, any fee, commission, gift,
percentage, or any other consideration contingent upon the execution of this
Agreement. Upon any breach or violation of this warranty, City shall have the
right, at its sole and absolute discretion, to terminate this Agreement without
further liability, or to deduct from any sums payable to Consultant hereunder the
full amount or value of any'such fee, commission, percentage or gift.
20.3. Consultant warrants represents and maintains that it has no
knowledge that any officer or employee of City has any interest, whether
contractual, non-contractual, financial, proprietary, or otherwise, in this
transaction or in the business of Consultant, and that if any such interest comes
to the knowledge of Consultant at any time during the term of this Agreement,
Consultant;shall immediately make a complete, written disclosure of such interest
to City, even if such interest would not be deemed a prohibited "conflict of
interest" under applicable laws as described in this subsection.
21.0 Attorneys' Fees
If either party commences an action against the other party, either legal,
administrative or otherwise, arising out of.or in connection with this Agreement,
the prevailing party in such litigation shall be entitled to have and recover from
the losing party all of its attorneys' fees and other costs incurred in connection
therewith.
22.0 Exhibits
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All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this
Agreement, the terms of this Agreement shall control.
23.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or
she is duly authorized to execute this Agreement on behalf of said Party and that
by his or her execution, the Consultant is formally bound to the provisions of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first
above written.
CITY OF SEAL BEACH CONSULTANT
By: By:
Jill R. Ingram, City Manager
Name: Stephen G. Badum, PE
Attest: Its: Vice President, Municipal and
Engineering Services
By:
Robin L. Roberts, City Clerk
Approved as to Form:
By: _
Craig A. Steele, City Attorney
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