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HF&H Consultants/AB939 14PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA; ("City"), a California municipal corporation, and HF&H Consultants, LLC ("Consultant"). .The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and -conditions of this Agreement,., Consultant shall provide those services related to AB 939 Waste and Recycling Services as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated' herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance. with 'the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or"local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments.-, Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the. performance of the - services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it. has thoroughly investigated and considered the- work to be, performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities,_ difficulties and restrictions attending performance of the work under this Agreement. ( Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 1.5 Care of Work and Standard of Work. Last revised 5-20-14 1 a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish, continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or - damages as may be caused by . City's own negligence. The performance of services by Consultant. shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Consultant. b'. Standard of Work. Consultant acknowledges and understands that the . services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened. standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to City that it holds the necessary skills and abilities to satisfy the heightened standard of\work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms -and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior Written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization :for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by. way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance, with Section 2.2 of this Agreement. 2.0 ,COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall,be compensated in accordance with Exhibit "B" (the " Schedule .of Compensation") in a 'total amount not to exceed Twenty-nine Thousand Nine Hundred Sixty Dollars ($29,960) (the' "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule., but not exceeding .the Contract Sum, or such other methods ' as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary 2 expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified' in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the' Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional. Services." 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both City and Consultant in advance of the Additional -Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta-- .City Council. ' Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is -_obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to City no later than the tenth (10th) working, day of such month, in ' the form approved by City's Finance Director, an invoice for services rendered prior to the date of the, invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and- (2) specify each staff member who has provided services and the number of -hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that -the payment requested is for work performed in accordance with the terms of this Agreement. City will pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. I - 3.0 PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. '3.2 Schedule of Performance. All services rendered pursuant. to this Agreement shall be performed diligently and within the 2014/15 fiscal year. Extensions to the -..time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3.3 Force Maieure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control 3 c and without the fault or negligence of Consultant, including, but not /restricted to, acts ' of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,, freight, embargoes,' acts of any governmental agency other than City, and unusually severe weather, if Consultantshall within ten (10) days of -.the commencement .of such delay notify the Contract Officer_ in writing of the causes of, the delay. , The' Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay. when •and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final, and conclusive,upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to, this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. , 3.4 Term. Unless earlier terminated in, accordance with Sections 8.7 or 8.8 of this Agreement, the term of this agreement. shall commence on August 18, 2014 and terminate on June 30, 2015 (initial" term). • This agreement may be extended for 2 additional year(s) upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as; being the- principals and representatives- of Consultant authorized. to, act in its behalf with respect to the work specified herein and make r all -decisions in connection therewith:'' a. Laith Ezzet, Senior Vice President b. E-mail:lezzet@hfh-consultants.com It is expressly understood that- the -experience, knowledge, capability, and. reputation of ,the foregoing principals were a substantial. inducement for' City to enter into this Agreement. Therefore,•the foregoing principals shall, be responsible ;during the, term of this Agreement for directing all -activities'-of Consultant and devoting, sufficient time to personally supervise the services hereunder. The _foregoing principals may not bed changed by Consultant and no other personnel may be assigned .to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer.- , The Contract Officer shall be the Assistant to City Manager or= such" other person as may. be designated by the City Manager of City.. It shall be 'Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless 4 otherwise -specified herein, any approval of City required hereunder shall mean'the approval of the -Contract -Officer: 4.3' .,Prohibition -Against Subcontracting or Assignment. The experience, knowledge, capability and ,reputation of Consultant, its principals and employees were a substantial inducement -for City to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with- any other entity to perform in whole or in part_ the services required hereunder without the express written approval of City., In addition, neither this Agreement nor any interest herein _. may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4, Independent Contractor. Neither City nor any of its employees shall have any control over, the manner,. mode or means by which Consultant, its agents or employees, perform the services required -herein, except as otherwise set forth. Consultant shall perform all services required herein as an, independent contractor of City and shall remain at all times as to City a`wholly independent contractor with only such obligations as are consistent with that role.- 'Consultant shall not at any time or in any manner represent that it or any of its- agents or employees are agents or employees of City. 4.5 City Cooperation. City shall provide' Consultant: with any plans, publications, reports, `statistics, records or other' data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by City. 5.0 INSURANCE 5.1 Insurance.' Prior to the beginning -,of, and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently) with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or -omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising"out of Consultant's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. , A certificate evidencing the foregoing and naming City and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered'to and approved by City prior to commencement of the services hereunder. The- following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below `and issued by insurers with A.M,. Best ratings of no less than A' -:VI: , 5 t Commercial General Liability (at least as broad as ISO CG 0001) $1.,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability'(at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) i Consultant, shall carry automobile-`, liability . insurance of $1,000,000 per, accident,- against all claims for injuries against persons or damages to property arising out of the use of any automobile by Consultant, its officers, any person directly or indirectly employed, by Consultant, any subcontractor or agent, or anyone, for -•whose acts any -of them may be liable, arising directly or indirectly out of or related to Consultant's performance under this Agreement. If ' Consultant or Consultant's-' employees will use .'personal autos in any . way on this project, Consultant shall -provide evidence of personal auto liability coverage for each such' person. The term "automobile"` includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed. for travel on public roads: The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Consultant's performance hereunder and neither " City nor its insurers shall be required to contribute to such loss. J ',Professional Liability or Errors and Omissions Insurance as "appropriate shall be written on a policy form coverage specifically designed -,to protect against acts,. errors or omissions of the consultant, and "Covered Professional Services" as , designated 'in the policy must specifically include_, work performed under this agreement. The policy limit shall be no less than $1,000,000 -per, claim and in the aggregate. ; The policy. must ,"pay -on behalf of" the -insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this. agreement. Consultant, shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws"" with employer's liability limits no less than $1,000,000--per accident or disease. ' ~. All insurance required by this Section shall be kept in effect during the term of this Agreement" and shall not be cancelable without written notice to City of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not 'be construed as a limitation of 6 � J Consultant's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies City may have if "Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the -time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. J b. Order Consultant to stop work under this Agreement and/or withhold any payment(s) which become" due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. C. Terminate this Agreement. Exercise of any of the above remedies, however, is an, alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Consultant's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as, limiting iri any- way the extent to Which Consultant may be held 'responsible for payments of damages to persons or Property resulting from Consultant's or its subcontractors' performance of work under this Agreement. l 5.3 General Conditions pertainina to provisions of insurance coverage by Consultant. Consultant and City agree to the following with respect. to insurance provided by Consultant: .. 1. Consultant agrees to have its insurer endorse the third party general liability -coverage required herein to include as additional insureds City, its officials, employees and agents, , using standard ISO endorsement No. CG 2010 with an edition ,prior to 1992. 'Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided . to- comply with this Agreement shall prohibit Consultant, or. Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees, to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Consultant and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 7 Y 4. ' None of the coverages required herein will be in compliance with these requirements if . theY . include any limiting endorsement of any kind that has not been first submitted to City and approved'of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to' approval, modification and additional requirements by the City,- as _the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability , or reduction' of discovery r -period) that may' affect City's protection without City'"s prior written consent. .7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages 'required -and an additional insured endorsement to Consultant's general liability- policy, shall be delivered to City at or prior to the ekecution of this Agreement. In the event such proof "of, any insuranceis not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but, not the duty, to obtain any insurance it deems necessary to protect its interests under -this or anyother agreement and to pay the premium. Any premium so paid by City shall be .charged to and promptly paid by Consultant or, deducted from sums due. Consultant, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage, required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available- to "City. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by 'Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such , coverage and assumes all responsibility for ensuring that `such coverage is provided in 'conformity, with the. requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. - 10. Consultant agrees not to self -insure or to . use any self -insured; retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor), Architect, Engineer .or other entity or person in any way involved 'in the performance of work on the project 8 contemplated by this .agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the City. At .that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution ,of other coverage, or other solutions. 11.' The City reserves the right at any time during the term of the contract to change the_ amounts And. types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the 'Consultant, the City will negotiate additional compensation .proportional to the increased benefit to City: 12. For purposes of applying insurance coverage only,. this 'Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be_ in furtherance of or towards, performance of this Agreement. 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage. annually as long as City, or its - employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such 'coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of - insurance and/or additional insured endorsement as required in these specifications applicable to.the renewing or -new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant' expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 17. Requirements of specific coverage features or limits . contained in this section are not . intended as limitations on, coverage, limits or other, 9 r , requirements nor as a waiver of any coverage, normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive,. r 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement 'and are intended by the parties here to'be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or, provision conflicts with. or impairs the provisions of this Section. 20. Consultant agrees to be'responsible for ensuring that no contract used by, any party involved in any way with the project reserves the right to charge' City. or Consultant for the cost �of, additional insurance coverage,, required by this agreement. Any such provisions are to be deleted with reference to City.. It is not the intent of City to 'reimburse any third party for the cost of complying with these requirements. There shall be no.recourse against City for payment of premiums or other amounts with respect thereto. 21.. Consultant agrees to provide immediate_ notice to City of any claim or loss against Consultant arising out of the work performed_, under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling :of any such claim or" .claims if they are likely to involve City. ;' 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care - for Consultant's Services, to the fullest extent. permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") . from and against any'. and all claims, losses, liabilities of every kind, nature and description, damages, injury (including; without limitation, injury to or death of 'an employee of Consultant or subconsultants), costs and expenses lof any kind, whether actual, alleged or threatened_, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees . of expert consultants or expert witnesses incurred in connection therewith. and - costs of investigation, to the extent same are cause in whole or in part by_any negligent or wrongful act — error error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity -or individual that' Consultant shall bear" the legal liability thereof) in the performance of professional services under this ' 10 agreement. With respect to the design of public improvements, the Consultant shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written_ consent of the Consultant. b. Indemnification for Other Than Professional- Liability. Other than in the performance of professional -services and to the full extent permitted by law, Consultant shall indemnify; defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits; actions, arbitration proceedings, . administrative proceedings, regulatory proceedings, losses, expenses 'or costs of any kind, whether actual, alleged or threatened, including, without limitation,' incidental and consequential damages, court costs, attorneys' fees, , litigation expenses, and fees of expert consultants or expert witnesses) incurred in, connection therewith and costs of investigation, where the same arise out of, are a .consequence of, or are ;in any, way attributable to, in whole or in part, the performance of this Agreement by \ Consultant -or by any individual or entity, for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for,, with or on behalf of Consultant in the performance of this agreement. In the- event Consultant fails to obtain -such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with . these requirements imposes' no additional obligations on City and will in no way act as a' waiver of any rights hereunder. This obligation to .indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement ,or this section. a. Indemnity Provisions for Contracts Related to- Construction. Without affecting the rights of City under any provision of this. agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to 'the active negligence of City, provided such active negligence is determined by agreement, between the parties or by the findings of a -court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a_percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City. b. Indemnification Provision for Design Professionals. 11 - 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by _law, Consultant shall indemnify, defend, and hold harmless City and City's.agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any .and all claims, losses, liabilities of every kind, nature and description, damages; injury (including, .without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation,' incidental ands consequential damages, court costs;- attorneys' ,fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly ,or indirectly, in whole or in part, ,the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone, directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects;- registered_ professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may, be amended- from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract 1 Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require`. 7.2 Records. Consultant shall keep , such books and 'records as shall be necessary to perform the services required by this, Agreement and enable the Contract Officer,to evaluate the cost and'the performance of such services. Books and records pertaining to costs shall. be kept : and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such. records. 7.3 Ownership -of Documents. � Originals of all drawings, specifications, reports,, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City, and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional -compensation as a result of the exercise by City, of its full rights of 12 .1 ownership .of the documents and materials .hereunder. Consultant shall cause all' subcontractors to assign -to .City any documents or materials prepared by them, and in the event- Consultant fails to secure such assignment, Consultant shall indemnify r. City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by 'City reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to, be- made or makes any" changes or alterations. in said documents and materials, City hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The `drawings, specifications, reports, records, documents and other -materials - prepared by Consultant- in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer_ or as required by law. Consultant shall not disclose to any 'other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 8.0 - ENFORCEMENT OF AGREEMENT. 8A California Law. This Agreement shall be construed and interpreted both . as to validity and to performance of the parties in,accordance with the -laws of the State of California., Legal actions concerning any "dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside,' State of California, or any `other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In' "the event of any dispute arising under this Agreement, the injured party shall: notify, the injuring 1,party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such. default within forty-five (45) days after. service of the notice, or such longer period as may be. permitted by the Contract 'Officer; provided that if the default is an immediate danger to the health, safety and. general welfare, City may take such immediate action as City deems warranted. 'Compliance with the.provisions`of this section ' shall be a condition precedent to termination of" this Agreement for cause and to any' legal action, and such compliance shall not, be a waiver, of any party's right to take legal action in the event that the .dispute `is not . cured, provided. that nothing herein shall limit City-,s right' to 'terminate this Agreement without cause pursuant to Section 8.7. 13 l 8.3 Retention of Funds. ' City may withhold from any monies payable to Consultant sufficient funds to compensate, City for, any 'losses, costs, liabilities," or , damages it reasonably believes were suffered_ by City due to the -default of Consultant in the performance of the services required by_ this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party- on any default shall impair - such. right or remedy , or be construed, as a waiver. City's` consent or approval of any act by. Consultant requiring City's consent .or approval shall -,not be deemed to waive or render unnecessary Y pp an ' Cit 's consent to or approval of subse uent act of Consultant. any'subsequent q 'Any waiver by either party of any default must be in writing and shall not be a waiver. of any other default concerning the same or any other. provision _of this Agreement. . 8.5 Rights and Remedies are Cumulative.. Except with respect to. rights and. remedies. expressly declared to be exclusive in this Agreement, the - rights and - remedies of .the parties are cumulative and the exercise by either party -of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, 'of any other rights or remedies for the same default- or any other default by the other party: ,8.6 Legal Action. In addition to any other rights or remedies, either party may take legal,, -action, at law or at equity, to cure, correct or remedy any default, to, recover damages for any default.- Ito compel specific performance of this Agreement', to obtain injunctive relief, or to obtain any other -remedy consistent with the purposes of this Agreement. .8.7, Termination Prior To'Expiration Of Term: This 'section' shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. ,City reserves the right to .terminate this,, Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease gall services hereunder except such as may be. specifically, approved by the Contract, Officer. Consultant shall be entitled to compensation for all services, -rendered . prior :to receipt of the notice, of termination and for any - services authorized by the Contract Officer thereafter in accordance with , the schedule, of 'Compensation or such as ;may be approved by y the Contract Officer, except as provided in Section 8.3.. 8.8 Termination for Default of Consultant. If termination is due to the failure of 'Consultant to fulfill its .obligations under this Agreement, City may, , after compliance with the'provisions of Section-8.2, take' over and prosecute the same to completion by contract or: otherwise, and Consultant shall be liable to the extent that the total cost for completion of. the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts 14 to mitigate such damages), and City may. withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 8:3 8.9 Attorneys' Fees. If either. party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. . 9.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees: No , officer or employee of City shall be personally liable to Consultant; or any successor in interest, in the event or any' default or breach by City or for any amount which. may become, due to Consultant or to its successor,: or -for breach of any obligation of the terms of this Agreement. 9.2 Conflict of ,Interest. No officer. or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such, officer or employee participate in any decision relating to. -the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is`' directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant 'against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, -that there shall be no discrimination against or -segregation of, any person or group of persons' on account of race, color, creed; religion, sex, marital status, national origin or ancestry in .the performance of this Agreement. Consultant. shall take affirmative -action to insure that applicants are employed and that employees are treated during employment without regard to their race, color,, creed, religion, sex, marital status, national origin or ancestry. 10.9 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand; .request, consent, approval, communication either party desires or is required to give the other,party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to -the address set forth below. Either party, may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: To Consultant: 15 CITY OF LA QUINTA HF&H Consultants, LLC, ; Attention: Frank Spevacek, Attention: Laith Ezzet City Manager Senior Vice President 78-495 Calle Tampico - . 19200 Von Karmen Avenue, Ste. 360 La Quinta, California 92253 Irvine, CA 92612 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and- all previous understanding, negotiations and agreements are `! integrated into and superseded by -this Agreement. 10..3 Amendment. This Agreement may be amended at any time by the , mutual consent of the parties by an instrument in writing signed by both parties., 10.4 Severability. In the event that any one or' more of the phrases, sentences, clauses, paragraphs, or sections. contained in. this Agreement shall be ' declared invalid or unenforceable -by-,a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or- sections of this ;Agreement which are hereby declared as severable and shall be interpreted 'to carry out the 'intent of the parties hereunder: 10.5 Authority. The persons executing. this Agreement- on behalf of the p _ Y are Y9 parties hereto warrant that the dul "authorized to execute this Agreement on - behalf of said parties , and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. ' IN WITNESS WHEREOF the P arties have executed this9 A reement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation 16 ran p , aVk, City, Manager Date ATTEST: ' 1 16 Susan Maysels, City(Perk APPROVED AS TO FORM: SIGNED IN COUNTERPART William H. Ihrke, City Attorney CONSULTANT: HF&H Consultants, LLC. By: Name: Laith Ezzet, CMC Title: Senior Vice President Date: z 9 &01v Exhibit A Scope of Services I CID 14 T itl Last revised 5-20-14 - 18 APPROVED AS TO FORM: William H. Ihrke, City Attorney CONSULTANT:. HF&H Consultants, LLC. SIGNED IN COUNTERPART BY: Name: Laith Ezzet, CMC Title: Senior Vice President Date: 19200 Von Karman Avenue, Suite 360 Irvine, California 92612 Telephone: 949/251-8628 Fax:949/251-9741 www.hfh-consultants.com August 15, 2014 Mr. Chris Escobedo Assistant to the City Manager City of La Quinta P.O. Box 1504 78-495 Calle Tampico La Quinta, California 92247-1504 ervices to Municipal Management Robert D. Hilton, CMC John W. Farnkopf, PE Laith B. Ezzet, CMC Rick Simonson, CMC Marva Sheehan, CPA AB 939 Implementation Services for Fiscal Years 2015 through 2017 Dear Mr. Escobedo: Enclosed please find the proposed Scope of Services for our AB 939 consulting services for fiscal year 2015 with options to extend for fiscal years 2016 and 2017. The enclosed Scope of Services is designated as "Exhibit A" and may be appended to the City's standard professional services agreement. Thank you for the opportunity to submit this proposal. We look forward to continuing our work with you. Please call me at (949) 251-8902 if you have any questions. Very truly yours, as �� Laith B. Ezzet, CMC Senior Vice President Enclosures: as stated Debbie Morris Manager Agreement for Consulting Services - HF&H Consultants, LLC EXHIBIT "A" SCOPE OF SERVICES Proposed Tasks for AB 939 Implementation for Fiscal Years 2015 through 2017 Task 1— Franchise Administration/Contractor Compliance HF&H will perform the following tasks to determine contractor compliance with the Hauler Agreement: • Review annual rate adjustment; • Review monthly and annual reports submitted by Burrtec; and, • Monitor reported trends in refuse, recyclable and green waste quantities collected. Deliverables for Task 1: • Coordination and attendance at up to four meetings with City staff and/or Burrtec, including preparation of meeting agendas and attachments; • Diversion program trend analysis in the form of tonnage graphs for review at meetings with Burrtec and the City; • Contractor compliance checklist, updated as tasks are completed; and, • Memorandum -style report on our review of the contract hauler's annual rate increase request. Task 2 — AB 939 Reporting and Other Compliance Activities HF&H will provide advisory services to City staff to assist in the completion of the annual report up to the amount designated in the attached work plan under Task 2. City staff will prepare and submit the report, and HF&H will review it and provide comments. Task 3 —Technical Support This task provides for very limited consultant time to provide technical support and answer questions from City staff that will be assuming the new solid waste contract oversight responsibilities. Task 4 - On -going Maintenance Activities HF&H will assist with various waste management -related inquiries and miscellaneous tasks that arise from time to time. HF&H will: • Meet with City staff prior to or after regularly scheduled meetings described in Task 1; • Track significant solid waste legislation, regulations, and CalRecycle policy decisions pertinent to the City; 8/15/2014 1 Agreement for Consulting Services - HF&H Consultants, LLC Provide legislative and regulatory updates verbally at meetings with City staff; and, If requested, attend quarterly CVAG Solid Waste Technical Working Group meetings and inform City of pertinent initiatives via email following the meetings. Deliverables for Task 4: • Legislative and regulatory verbal updates; • Letters of support or opposition to pending legislation or regulations, if requested by the Assistant City Manager; and, • Discussion of CVAG initiatives. FEES We will perform the scope of work based on time and materials. The estimated budget for fiscal year 2015 is $29,960, excluding costs (if any) for printing, design, mailing and advertising. The consulting services cost is to be reimbursed to the City by Burrtec under Section 11.2 of the Franchise Agreement. We will bill you once per month based on the number of hours worked multiplied by our hourly billing rates, plus expenses incurred. Payment is due within 30 days of invoicing. We have provided the hourly rates for our consultants for fiscal years 2015, FY 2016, and 2017 in Table 1 below: Table 1 Hourly Rates Fiscal Years 2015 through 2017 Rates FY 2015 FY 2016 FY 2017 Position Senior Vice President ' $ 259 ! ? $ 267 i $ 275 --_. ---- ---- ------ Director ----- - ;--I---_ ! $ 226 - _- i- __�_._.._ ! $ 232 r------...-------- $ 219 Project Manager -^j $ 215 $ 196j $ 221 $ 202- 228 .190; Senior Associate $ 165 f - ; $ 185 $ $ 170 - $ 139 - ' $ 191 149 $ $ --$ 175 ! - $ 143 - $ 196 154 Associate Analyst-- $ _ ; $ 145 _ Assistant Analyst _ -135 100 - $15 1 103 11- 118 $ _ _ 106 � $ 122_. -----_--__.------ Administrative Staff .'$� .__-- $ 95 i - $ 98 -$ _-Y-$ - $ 98 ! - $ 101 $-101 -- - $ _ 104 Expenses will be billed as follows: Mileage Photocopies (over 15 pages/run) Color printing/color copies (over 15 pages/run) Postage/document couriers/other Other out-of-pocket costs 8/15/2014 2 Prevailing IRS mileage rate $0.15 per page $0.75 per page Actual Actual Agreement for Consulting Services - HF&H Consultants, LLC Table 2 AB 939 Implementation Fee Estimate — FY 2015 Services' DescriptionTask � President Admin Total Hours 1. Franchise Administration/ 12 52 32 12 108 Contractor Compliance Task 1: Fees $ 3,108 $ 10,348 $ 4,320 $ 1,140 $ 18,916 2. AB 939 Monitoring and Compliance 2 12 12 6 32 Activities Task 2: Fees $ 518 $ 2,388 $ 1,620 $ 570 $ 5,096 3. Technical Support 0 3 0 0 3 Task 3: Fees $ - $ 597 $ - $ - $ 597 4. On -going Maintenance Activities 4 18 0 2 24 Task 4: Fees $ 1,036 $ 3,582 $ - $ 190 $ 4,808 Total Hours 18 85 44 20 167 Hourly Rates $ 259 $ 199 $ 135 $ 95 Total Fees $ 4,662 $ 16,915 $ 5,940 $ 1,900 $ 29,417 Expenses $ 543 Total Fees and Expenses I I 1 1 1$ 29,960 * Hours may be shifted among tasks. 8/15/2014 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Twenty -Nine Thousand Nine Hundred Sixty Dollars ($29,960) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed arid properly invoiced by Consultant in conformance with Section 2.3 of the Agreement. Last revised 5-20-14 17 Client#: 782698 HFHCONSU-7�b ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 05/23/2014 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 SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HUB Int'I Insurance Serv. Inc Lilcense #0757776E-MAILNo 3000 Executive Parkway Suite 300 San Ramon, CA 94583 NAME: Tim McKinley PHONE 925 415-1107 F^X E:e : wc, No : 92 5 415-7107 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Sentinel Insurance Company Ltd 11000 INSURED INSURER B : Sequoia Insurance Company 22985 HF&H Consultants, LLC INSURERC: Houston Casualty Company 42374 201 North Civic Drive Ste 230 Walnut Creek, CA 94596 I NSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MWDD/YYYY POLICY EXP MM/DD LIMITS A GENERAL LIABILITY X X 57SBAGB6653 12/15/2013 12/15/2014 EACH OCCURRENCE $2 000 000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXOCCUR - PREMISES Ea 0. rrence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMP/OP AGG $4,000,000 POLICY PRO- .]LOC ECT $ A AUTOMOBILE LIABILITY 57SBAGB6653 12/15/2013 12/15/201 COMBINED SINGLE LIMIT Ea accident s2,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ A X UMBRELLA LIAR X OCCUR 57SBAGB6653 12/15/2013 12115/2014 EACH OCCURRENCE s3,000,000 AGGREGATE s3,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION $10000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITYLIMITS Y / N- ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A SWP2136241 9/06/2013 09/06/2014 X WC STATU- OTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liab H713100735 6/01/2014 09/06/201 Occur/Agg: $2,000,000 Retro Date-8/1/89 Retention: $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Operations of the named insured. City of La Quinta, its officers, employees, contractors, subcontractors, or agents are Additional Insuredswith respect to General Liability as required by written contract per the attached endorsement form SS0008 04/05, Waiver of Subrogation included. The Insured's General Liability coverage is Primary per attached endorsement form SS0008 04/05 pg. 17. ER City of La Quinta Attn: Les Johnson 78495 Calle Tampico La Quinta, CA 92258 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 #S2877262/M2877255 The ACORD name and logo are registered marks of ACORD JM43 Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/13-12/15/14 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "Volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or 'formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/13- 12/15/14 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage: grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/13- 12/15/14 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed, by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part. provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the ."products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/13- 12/15/14 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any. combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Named Insured: HF&H Consultants, LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/13 - 12/15/14 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance, That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not [o iviewcai txpenses b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Declaration Number: 001 Effective Date: 09/06/2013 Page 17 Policy Number: SWP213624-1 HFH Consultants, LLC WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization All projects in CA Blanket Schedule Job Description All projects in CA WC 04 03 06 Page 1 of 1 . STATEMENT OF ECONOMIC INTERESTS Date Received orr�iat use only COVER PAGE Please type or print in ink. NAME OF FILER (LAST) (FIRST) (MIDDLE) Morris 1. Office, Agency, or Court Deborah Agency Name (Do not use acronyms) HF&H Consultants, LLC Division, Board, Department, District, if applicable Your Position Manager ► If filing for multiple positions, list below. or on an attachment. (Do not use acronyms) Agency: Position: 2. Jurisdiction of Office (Check at least one box) ❑ State ❑ Multi -County ❑ City of — ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ County of © Other Consultant 3. Type of Statement (Check at least one box) © Annual: The period covered is January 1, 2013, through ❑ Leaving Office: Date Left I I -or- December 31, 2013. (Check one) The period covered is 1 01 1. 2014 , through O The period covered is January 1, 2013, through the date of December 31, 2013. 6/30/2015 leaving office. ❑ Assuming Office: Date assumed I 1 O The period covered is _J I through the date of leaving office. ❑ Candidate: Election year and office -sought, if different than Part 1: 4. Schedule Summary Check applicable schedules or "None." ► Total number of pages including this cover page; ❑ Schedule A-1 - Investments - schedule attached ❑ Schedule C - Income, Loans, & Business Positions - schedule attached ❑ Schedule A-2 - Investments - schedule attached ❑ Schedule D - Income - Gifts - schedule attached ❑ Schedule B - Real Property - schedule attached ❑ Schedule E - Income - Gifts - Travel Payments - schedule attached -or- © None - No reportable interests on any schedule 5. Verification MAILING ADDRESS STREET CITY STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 19200 Von Karman Avenue, Suite 360 Irvine CA 92612 DAYTIME TELEPHONE NUMBER E-MAIL ADDRESS (OPTIONAL) ( 949 ) 251-8628 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing LIs,true , and correct. Date Signed /�°y I Signature (month, day, year) (File the oti na)ysfgned statement w th yourfift offda).) FPPC Form 700(2013/2014) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov Date Received STATEMENT OF ECONOMIC INTERESTS olrcal Use only COVER PAGE Please type or print in ink NAME OF FILER (LAST) (FIRST) (MIDDLE) Ezzet 1. Office, Agency, or Court Laith Agency Name (Do not use acronyms) HF&H Consultants, LLC Division, Board, Department, Distdcl, if applicable Your Position Senior Vice President ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: Position: Bryan 2. Jurisdiction of Office (Check at least one box) ❑ State ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ Multi -County ❑ County of ❑ City of © Other Consultant 3. Type of Statement (Check at least one box) © Annual: The period covered is January 1, 2013, through ❑ Leaving Office: Date Left I I December 31, 2013. (Check one) -or- The period covered is 07 1 01 r 2014 through O The period covered is January 1, 2013, through the date of ea=b ff iT_201.3: 6/30/2015 leaving office. ❑ Assuming Office: Date assumed —_I I O The period covered Is I I through the date of leaving office. ❑ Candidate: Election year and office sought, if different than Part 1: 4. Schedule Summary Check applicable schedules or "None." ► Total number of pages including this cover page: ❑ Schedule A-1 - Investments - schedule attached ❑ Schedule C - Income, Loans, & Business Positions - schedule attached ❑ Schedule A-2 - Investments - schedule attached ❑ Schedule D - Income - Gifts - schedule attached ❑ Schedule B - Real Property - schedule attached ❑ Schedule E - Income - Gifs - Travel Payments - schedule attached -or- © None - No reportable interests on any schedule 5. Verification MAILINBADDRESS STREET CITY STATE ZIP CODE (Business or Agency Address Recommended - Public Document) 19200 Von Karman Avenue, Suite 360 Irvine CA 92612 DAYTIME TELEPHONE NUMBER E-MAIL ADDRESS (OPTIONAL) ( 949 ) 251-8628 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foreg ' is true and correct. r A Date Signed 2' Signature (month, Pay. year) (File the orignna)j s' st tement veh yourangoNlcial.) . FPPC Form 700 (2013/2014) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov Date Received STATEMENT OF ECONOMIC INTERESTS Official Use Only COVER PAGE Please type or print in ink. NAME OF FILER (LAST) (FIRST) (MIDDLE) Hilario April 1. Office, Agency, or Court Agency Name (Do not use acronyms) HF&H Consultants, LLC Division, Board, Department, District, if applicable Your Position Associate ► If filing for multiple positions, list below or on an attachment. (Do not use acronyms) Agency: 2. Jurisdiction of Office (check at least one box) ❑ State ❑ Multi -County ❑ City of Position: ❑ Judge or Court Commissioner (Statewide Jurisdiction) ❑ County of © Other Consultant 3. Type of Statement (Check at least one box) © Annual: The period covered is January 1, 2013, through ❑ Leaving Office: Date Left 1. 1 December 31, 2013. (Check one) -or- The period covered is 101 f. 2014 through O The period covered is January 1, 2013, Through the date of December 31, 2013. 6/30/2015 leaving office, ❑ Assuming Office: Date assumed I 1 O The period covered is _J I through the date of leaving office. ❑ Candidate: Election year and office sought, if different than Part 1: 4. Schedule Summary Check applicable schedules or "None." ► Total number of pages including this cover page: ❑ Schedule A-1 - Investments — schedule attached ❑ Schedule C - Income, Loans, & Business Positions — schedule attached ❑ Schedule A-2 - Investments — schedule attached ❑ Schedule D - Income — Gifts — schedule attached ❑ Schedule B - Real Property — schedule attached ❑ Schedule E - Income — Gifts — Travel Payments — schedule attached -or- None - No reportable interests on any schedule 5. Verification MAILING ADDRESS STREET CITY STATE ZIP CODE (auslness or Agency Address Recommended - Public Oocumeno 19200 Von Karman Avenue, Suite 360 Irvine CA 92612 DAYTIME TELEPHONE NUMBER I r-MAIL AUUKtSS tUN I IUNAL) ( 949 ) 251-8628 I have used all reasonable diligence in preparing this statement. I have reviewed this statement and to the best of my knowledge the information contained herein and in any attached schedules is true and complete. I acknowledge this is a public document. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date Signed DIl 114 Signature g �^ mT( onlh, day, year) wfth your5&ng official) FPPC Form 700 (2013/2014) FPPC Advice Email: advice@fppc.ca.gov FPPC Toll -Free Helpline: 866/275-3772 www.fppc.ca.gov N MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Ted Shove, Business Analyst DATE: July 23, 2015 RE: Execution of first amendment with HF & H for AB 939 Implementation Services Please attached amendment and return to the City Clerk for processing and distribution. Agreement for Consulting Services -HF&HConsultants, LLC TO PROFESSIONAL SERVICES AGREEMENT FOR AB 939 IMPLEMENTATION SERVICES FO THIS AMENDMENT NO. I TO THE PROFESSIONAL SERVICES AGREEMENT FOR AB 939 IMPLEMENTATION SERVICES ("Amendment No. 1") is made and entered into as of the first day of July, 2015 ("Effective Date"), by and between the CITY OF LA QUINTA ("City"), a California municipal corporation, and HF & H A. On or about September 2, 2014 the City and Consultant entered into that certain Professional Services Agreement for AB 939 Implementation Services ("Agreement"). The term of the original agreement expires June 30,2015. I W-t 0-111 -plus 0 am, I C. City and Consultant now wish to amend the Agreement to modify Section 2. 1, Contract Sum, Section 3.4, Term, Exhibit A, and Exhibit B. In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as 1. SECTION 2.1, CONTRACT SUM, OF THE AGREEMENT IS STRUCK 11 ITS ENTIRETY AND AMENDED TO READ: 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Thirteen Thousand Eight Hundred Dollars ($13,800) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the services, payment for time and materials based upon Consultant's rate schedule, but not exceeding the Contract Sum, or Agreement for Consulting Services - HF&H Consultants, LLC such other methods as may be specified in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." 2. SECTION 3.4, TERM, IS HEREBY AMENDED TO COMMENCE ON 3. EXHIBIT A OF THE AGREEMENT IS STRUCK IN ITS ENTIRETY AND AMENDED TO READ: Task 1.1: Profile current agreement terms and service arrangements to modern contracting options We will compare and contrast key contract terms and service practices under the current franchise agreement hoterms and aen/imae recommended in a modern agreement. We will draft a document detailing results to facilitate m discussion and decision making regarding changes and additions to contract terms. This document will provide the City with a term -by -term comparison for consideration in drafting a new a8neernent, or amending the current agreement. For e:anlp|e, a typical profile may include review of contract provisions regarding: 1) Single family residential refuse, recycling, and green waste services 2) Multi -family refUSe, recycling, and O[g@AiCG p[Og[@nns 3) Commercial refuae, recyo|ing, and organics programs 4> Temporary bin and roll -off services 5) C&Ddebris recycling programs 8) Special services such as bulky item oO||eotion, electronic waste diGpOs8|. HHVV co||ection, universal waste disposal, extra piokupo, backyard oompoatinQ, sharps diapoam|, push-out/scout services, locking containere, container overage pnooeduree, abandoned item cm||eotion, emergency oen/ioeo, and container graffiti removal 7\ Organics diversion programs 8\ City facilities and special event collection, and citywide clean-ups Agreement for Consulting Services = HF&H Consultants, LLC 9) City fees and revenues opportunities 10) Diversion requirements 11) Rate adjustment mechanism and limitations on extraordinary rate increases 12) Contract term and extension 13) Customer billing 14) Vehicle requirements 15) Indemnifications, insurance and bonds 16) Customer surveys 17) Performance standards, liquidated damages, and default provisions 18) Reporting requirements, record keeping, and audits 19) Public outreach and education 20) Assignment provisions 21) Cooperation during a transition. Numerous legislative changes have been enacted impacting the solid waste industry since the Implementation of the agreement and additional changes are projected in the near future. A few such changes both implemented and anticipated that will impact our findings include: • Increasing diversion requirements • Mandatory commercial recycling • Mandatory organics recycling beginning to be phased in during 2016 • Green building codes and C&D diversion program requirements • Elimination of diversion credit for green waste as alternative daily cover after January 1, 2020. Task 1.2: Meet with City staff We will meet with City staff to review the contract profile work product, and discuss current contract terms and suggested contract options. We will update the contract profile once after meeting with the City. Deliverable for _Task _1 Contract Profile Matrix. We will perform the scope of work based on time and materials. The estimated budget for fiscal year 2016 is $13,800. The consulting services cost is to be reimbursed to the City by Burrtec under Section 11.2 of the Franchise Agreement. We will bill you once per month based on the number of hours worked multiplied by our hourly billing rates, plus expenses incurred. Payment is due within 30 days of invoicing. We have provided the hourly rates for our consultants for fiscal year 2016 in below: 7/21 /2015 3 Agreement for Consulting Services - HF&H Consultants, LLC Senior Vice President $265 Project Manager $196 to $221 Senior Associate $165 to $191 Associate $139 to $149 Assistant Analyst $103 to $118 Administrative Support $95 r- Expenses will be billed as follows: Mileage Prevailing IRS mileage ra Photocopies (over 15 pages/run) $0.15 per pa Color printing/color copies (over 15 pages/run) $0.75 per pa1 Postage/document couriers/other Actu - I Other out-of-pocket costs Actu F Workplan — IFY 2016 Services 1 7/21/2015 4 Agreement for Consulting Services -HF&HConsultants, LUC Exhibit "B" With the exception of compensation for Additional Services� provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Thirteen Thousand Eight Hundred Dollars ($13,800) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultant's schedule of compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of this Agreement. Agreement for Consulting Services - HF&H Consultants, LLC IN WITNESS WHEREOF, the City and HF & H Consultants, LLC have executed this Amendment No. 1 to the Professional Services Agreement for AB 939 Implementation Services on the respective dates set forth below. Frank JDigitally signed by Frank J. Spevacek DN: . enalNumber-1 n615nh01202cvmj, -US, st=California, I=La Quinta, I —Frank I Spevacek, cn=Frank J. pevacek SpevaceK Date: 2015.08.05 17:32:31 -0700' Frank J. Spevacek, City Manager Dated RIM51 Digitally signed by City ofLa Quinta DN: serialNunnber=6frnhzhdhvfjz93cr, c=US, st=California, I=La Quinta, o=City of La Quinta, cn=City of La Quinta Date: 2015.08.06 08:05:22 -07'00' ;1111.311101k. ; R.I. . William H. lhrke, City Attorney CONSULTANT: HF & H Consultants, LLC Dated L4- 719,- Name Title HF & H Consultants, LLC 19200 Von Karman Ave., Suite 361 Irvine, CA 92612 7/21/2015 6 Client#: 782698 zMa—1 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 11/2112014 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 SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER HUB Intl Insurance Serv. Inc. License #0757776 3000 Executive Parkway Suite 300 San Ramon, CA 94583 NAME,ACT Tim McKinley PHONE 925 415-1107 FAX 925 884-8028 o, Ext : AIC, No E-MAIL ADDRESS: Tim.McKinley@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Sentinel Insurance Company Ltd 11000 INSURED INSURER B : Technology Insurance Company, 1 42376 HF&H Consultants, LLC 201 North Civic Drive Ste 230 INSURER C : Houston Casualty Company 42374 Walnut Creek, CA 94596 INSURER D : INSURER E : 1 ::::::A INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR UBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X X 57SBAGB6653 12/15/2014 12115/2015 EACH OCCURRENCE s2,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR PREMISES (E. RENTED ) $1 ,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $4,000,000 X POLICY PRO- LOC JECT $ A AUTOMOBILE LIABILITY 57SBAGB6653 12/15/201412/15/201 COMBINED SINGLE LIMIT Ea accident}.._._ $1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED AUTOS X NON -OWNED AUTOS A X UMBRELLA LIAB OCCUR 57SBAGB6653 12/15/2014 12/1512015 EACH OCCURRENCE s31000,000 N AGGREGATE s3,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTION $10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N OFFICER/MEMBER EXCLUDED? F_N1 N / A TWC3430245 9/06/2014 09/06/201 X TRY LIMIT EORH E.L. EACH ACCIDENT $1 00O 000 E.L. DISEASE - EA EMPLOYEE $1 ,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1 ,000,000 C Professional Liab H714104195 9/06/2014 09/06/201 Occur/Agg: $2,000,000 Retro Date:8/1/89 Retention: $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Operations of the named insured. City of La Quinta, its officers, employees, contractors, subcontractors, or agents are Additional Insureds with respect to General Liability as required by written contract per the attached endorsement form SS0008 04/05, Waiver of Subrogation included. The Insured's General Liability coverage is Primary per attached endorsement form SS0008 04/05 pg. 17. City of La Quinta Attn: Les Johnson 78495 Calle Tampico La Quinta, CA 92258 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) 1 of 1 #S3201873/M3201864 ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SG42 Named Insured: HF&H Consultants,LLC Policy Number: 57SBAG86653 Policy Term: 12/15/14- 12/15/15 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred: or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Written Contract, Written Agreement Or Permit The persons) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Pit'i•t Page 11 of 24 Named Insured: HF&H Consultants,LLC nolicy Number: 57SBAG26653 Dolicy Term: 12/15/14-12/15/15 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12115/14-12/15/15, (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', 'property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", 'property damage" or 'personal and advertising injury' arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury`, "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (1) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", 'property damage" or 'personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 • f ` Named Insured: HF&H Consultants,LLC Policy Number: 57SBAGB6653 Policy Term: 12/,15/14- 12/15/15 , (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury' and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury', "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.1b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Named Insured: HF&H Consultants, LLC Policy Number: 57SBAGB6653 Policy Term: 12/15/14-12/15/15 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance, or Additional(7?mKlhen Tou Add Others As An Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance, and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us I If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not aooly to Medical Expenses Coveraoe. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24