AMENDMENT NO. 1 TO AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
WALLACE & ASSOCIATES CONSULTING, INC.
FOR
ON CALL CONSTRUCTION MANAGEMENT AND ENGINEERING SERVICES THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and WALLACE & ASSOCIATES CONSULTING, INC., hereinafter referred to as "Consultant."
WHEREAS, City and Consultant are parties to that certain agreement, dated November 2, 2021, entitled "Professional Services Contract Between the City of Huntington Beach and Wallace & Associates Consulting, Inc., for On Call Construction Management and Engineering Services" which agreement shall hereinafter be referred to as the "Original Agreement"; and
City and Consultant wish to amend the Original Agreement to extend the term and increase the compensation of the Original Agreement, NOW, THEREFORE, it is agreed by City and Consultant as follows;
1. ADDITIONAL COMPENSATION
In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed One Million Dollars ($1,000,000.00).
The additional sum shall be added to the original sum of Two Million Dollars ($2,000,000.00), for a new contract amount not to exceed Three Million Dollars ($3,00,000.00).
24-14999/347766
2. TERM
The term of the Agreement is extended for one additional year until November 1, 2025.
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on _, 2024.
WALLACE & ASSOCIATES CITY OF HUNTINGTON BEACH, a
CONSULTING,; INC. - municipal corporation of the State of / ' // California
By: / ' ^1. ^''" • • ' Ij^d^
^ <"',A, vln\\\;.'( -x. ;n
) print'name Mayor
ITS: (circle one) Chairman/President^ce President •
City Clerk
X-/S />
By:_.. ^--/ C^ ^y, - ^ ^ / / INI'l'IATED AND APPROVED:
^.^ ^/^~^w^ ————;"—
prin/name ^—_<^——-J_. -
ITS: (circle one) Secretar^t/Chicf Financial) ^, , '_. pr, , ,; Director of Public Works Officer/Asst. Secretary - TreasuTeT APPROVED AS TO FORM:
City Attorney
24-14999/347766
2.TERM
The term of the Agreement is extended for one additional year until November 1,2025.
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on _, 2024.
WALLACE & ASSOCIATES
CONSULTING, INC.
By:_
AND
By,
print name
ITS: (circle one) Secretary /Chief Financial
Officer/Asst. Secretary - Treasurer
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
print name Mayor
ITS: (circle one) Chairman/President/Vice President
City Clerk
INITIATED AND APPROVED:
Director of Public Works
APPROVED.
24-14999/347766
/a-
^o^e CERTIFICATE OF LIABILITY INSURANCE
DATEfMM/DDA^YV)
09/09/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NHQATIVELY 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
PRODUCER
Aon Risk Services central, inc.
Chicago it Office
200 East Randolph
Chicago It 60601 USA
INSURED
Wallace & Associates Consulting, inc.
1255 Treat Blvd, suite 250
walnut creek CA 94597 USA
COHTAOT
NAME:
(». EXI): W6> 283-"22 _1(%NO.);<!!OW3"-010S
?s,
INSUHER(S) AFFORDING COVERAGE
INSURERA: AlHanz Global Risks US Insurance co.
INSURER B:
INSURER C;
INSURER D;
INSURER E:
INSURER F:
NA1C#
35300
I0
COVERAGESCERTIFICATE NUMBER: 570108053884REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR
LTRTYPE OF INSURANCEADOtlSUBR]POLICY NUMBERPOUCY EFF
wi,m\(MWDIWmilUMTO
COMMERCIAL GENERAL UAGILrTY
CLAIMS-MADE I I OCCUR
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Eaoccmrencs)
M6D EXP (Any ono parson)
PERSONAL d ADV INJURY
QEN'LAOQREQATE LIMIT APPLIES PER:
I PRO.
GENERALAGSRE6ATE
a
POLICY
OTHER:
IJEOTLOOPRODUCTS - COMP/OPAQQ
AUTOMOBILE llABtirrY
Mf/ AUTO
OWNED
AUTOSONLY
HIRED AUTOS
ONLY
COMBINED SINGLE LIMIT
(Ea acddsnt)
BODILY INJURY; Per pareon)
SCHEDULED
AUTOS
NON-OWNED
AUTOSONLY
BODILYINJURY(Peracddenl)
PROPERTV DAMAGE
(PeraccUenl)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-MADE
EACH OCCURRENCE
AQQREQATE
DEO|[RETENTION
WORKERS COMPENSATION AND
EMPLOYERS'LIABILITY
ANY PROPRIETOR / PARTNER; EXECUTIVE
OFFICEWMEMBER EXCLUOEO?
(MandatoiylnNH)
II yes, describe under
pERSrcruTEJ^t
N/A
E.L. EACH ACCIDENT
E.L. DISEASE-EA EMPLOYEE
E.L.OISEASE.POUCY LIMIT
E&O - professional Liability
- Primary
USZ000017240M
SIR applies per policyterms
06/01/2024
& condr
06/0i72625
;ions
Eachciaim/Aggregate$1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Addlllonal Romaika Schoduls, may be allached 11 more apace la required) Evidence of Coverage. RE: contract Name: on-call construction Management ai^pppii(T)WS6nA9aT0'roRM BVL
MICHAEL E. GATES
CITY ATTORNEY
<-ITV np MIINTINRTnN RRARH
\M
CERTIFICATE HOLDERCANCELLATION
City of Huntmgton Beach
2000 Main Street
Huntington Beach CA 92648 USA
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WffH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
r<*e«na»^aa,
ACORD25(2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
PROFESSIONAL SERVICES CONTRACT B12TWBEN
T1-1E CITY OF HUNTINGTON BEACH AND
WALLACB & ASSOCIAT12S CONSULTING, INC.
170R
ON CALL CONSTRUCTION MANAGEMENT AND BNGINEERING SERVICES THIS AGREEMENT ("Ayreemcnl") is made aiicl entered into by and between the City of Huniington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and WALLACE & ASSOCIATES CONSULTING, INC., hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of i\ consultant to provide On-Call Construction Managemenl and Engineering Services; and
Pursuant to documenlation on Hlc in the off'icc of the City Clerk, the provisions of the Huntinglon Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been coinpHcd with; and
CONSULTANT has been sclccicd lo perform these services, NOW, THERI^FORH, it is agreed by CITY and CONSULTANT as follows:
1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreemcni by this reference. These services shall sometimes hereinafter be referred to as ihc "PR.O.IECT." CONSULTANT hereby designates Carl Wallace who shall represent it and be its sole contact and agent in all consulialions with CITY (luring ihc perlbrmancc of this Agreement.
2. CITY STAFF ASSISTANCE
Cl'l'Y shall assign a stal'f coordinator to work directly with CONSULTANT in the pcrformanct; of this Agreement.
21-10.15!!/26!1715 1 of 1 I
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7. DISPOSITION OP PLANS. KSTIMATKS AND OTHER DOCUMENTS.
CONSULTANT agrees that title to all materials prepared hcrcunder, including, without limitation, all original clrawinys, designs, reports, both field and of'Hcc noticc.s, calculations. compulcr code, language, data or programs, maps, memoranda, letters and other cioaimenls, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or lerminalion of this Agreement or upon PROJBCT completion, whichever shall occur nrsl. These materials may be used by CITY as it sees f1l.
8. HOLD HARM LESS
A. CONSULTANT hereby agrees to protect, dd'cncL indeniniFy and hold harmless CITY, its oi'f'iccrs, elected or appointed olTicials, employees, agents and volunteers from and against any and all claims; damages, losses, expenses, judgments, deinands and defense costs (including, without limitation, costs and fees of litigation of every nature or liabiliiy ofany kind or nature) arising out of or in connection with CONSULTANT'S (or CONSULTANT'S subcontractors. if any) negiigciu (or alleged negligent) pertbrmance of this Agreement or iis failure to comply with any of its obligations contained in (his Agreement by CONSULTANT, ils ofHcers, agcius or employees eNccpl such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CiTY shall approve selection of CONSULTANT'S counsci. This indernnily shall apply to all claims and liability regardless of whether any insurance poiicies arc applicable. The policy limits do not acl as limitalion upon the amount of'indemnification to be provided by CONSULTANT.
B, To the extent that CONSULTANT performs "Design Prol'essional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place ol'subsection A above:
21-KM5S/26S715 3 of '
"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed otTicials, ernployces, agents and volinuecrs. from and against any and all claims, damages, losses, expenses, dctnands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims agmnsl CONSULTAN'I' arise out of, penain to. or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall (he cost to defend charged to CONSULTANT exceed CONSULTANT'S proportionate percentage of fault. However, noiwithstancling the previous sentence, in (he event one or more other defendants to (he claims ancl/or litigation is unable to pay its share of defense costs due (o bsmkruplcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other clefcnclaiUy regarding unpaid defense costs, The duly lo indcmniCy, including the duty and the cost to defend, is limited as provided in Calilbrnia Civil Code Section 2782,8.
C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in cnlorcing this obligation.
This indemnity shall apply to all claims and liability regardless of whether any insurance policies arc applicable. The policy limits do not act as a limitation upon the amount olindemnification to be provided by CONSULTANT.
9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish lo CITY a professional liability insurance policy covering ihe work performed by it hereundcr. This policy shall provide coverage Ibr CONSULTANT'S professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The abovc-mcntioned insurance shall not contain a scir-insurecl retention without ihc express writlen conscnl oi'CI'l'Y: however nil insuratice 2M0.15S/2<iS715 4 Of 1 I
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if'lhe policy further provides that:
A. The policy retroactive (late coincides with or precedes the initiation of (he scope of work (including subsequcni policies purchased as renewals or replacements).
B. CONSULTANT shall notify CITY of circumstances or incidents that might yive rise to future claims.
CONSULTANT will make every eft'ort to inaintain similar insurance during the required cxiendccl period ol'coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to reporl claims arising from work pertbnned in connection with this Agreement, II'CONSULTANT tails or refuses to produce or niainlain the insurance required by this section or fails or refuses to lurnisli the CITY with required proof that insurance has been procured and is in force and paid for, ihe CITY shall have the righl, at the CITY'S election, to Ibrlhwilh terminate this Agreement. Such termination shall not ct'fecl Consultant's right to be paid for its time and materials expended prior to noiificaiion ol'lcnnination. CONSULTANT waives the riyht to receive compensation and agrees to indcmnil'y the CITY for any work perlbrmed prior to approval of insurance by the CITY.
10, CERTIFICATE OF INSURANCE
Prior to commencing perlbrmance of ihe work hcreunder, CONSULTANT sliall furnish to CITY a certificate orinsumncc subject to approval of the City Attorney evidencing the foregoing insurance covcrayc as required by this Agreemeni; (lie cerlillcate shall:
A. provide the name and policy number ol'each carrier and policy; B. stale thai the policy is currently in force; and
2t-10458/26S7t5 5 of 1 I
C. shall promise that such policy shall not be suspended; voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice: however; (en (10) days' prior written notice in the event of cancellation for nonpayment of premium.
CONSULTANT shall maintain (he foregoing insurance coverage in force until the work under ihis Agreenient is f'utly completed and accepted by CITY.
The rcqitiremeni for carrying the foregoing insurance coverage shall not dcrogatc tron-i CONSULTANT'S defense, hold harmless and indemniHcalicn obligations as set forth in ihis Agreement. CITY or ils representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the prcmiunis on the insurance hereinabove required,
i 1. INDBPENDRNT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an cmpioycc of'CI'l'Y. CONSULTANT shall secure at its own cost and expense, and be responsible Ibr any and all payment ol'al! taxes, social security, stale disability insurance compensation, uneinploymenl compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and ail business licenses, if any, in connection with the PROJECTand/or the services (o be performed hereuncicr.
12. TERMINATION OF AGREEMENT
All work required hereunder shall be peiTonned in a good and workmanlikc maimcc.
CITY may terminate CONSULTANT'S services hercunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination ol'lhis Ayrccincnl by CI'I'Y shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the 21-I O.i 58/268715 6 Of
event of'lcrinlnation, all finished and untmished documents, exhibits, report, and evidence shall, at the option of CITY, become its properly and shall be promptly delivered to it by CONSULTANT, 13, ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be as.signecl, delegated or subconlracied by CONSULTANT to any other person or entity wilhout the prior express written consenl ol' CITY. If an assignment, delcgalion or subcontract is approved, all approved assignees, cldegaies and subconsuhants innsi satisl'y the insurance requirements as set forth in Sections 9 and 10 hercinabovc.
14. COPYRIGHTS/PATEN'rS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result o{~ this Agreement.
15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any rcguiar Cl'I'Y employee in ihe work performed pursuant to this Agreemeni. No olTicer or employee of CITY shall have. any Financial interest in this Agreement in violation of the applicable provisions of the California Government Code.
16. NOTICES
Any notices; certificates, or other communicmions hereimder shall be given either by personal delivery to CONSULTANT'S aycnl (as designated in Section I hcreinabove) or to CITY as tile situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing ihe same in (he United Stales Postal Service, 10 the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, cerhf'icales or other communicaiions will be sent by notifying the other pany via personal delivery, a reputable overnight carrier or U. S. certiriecl mail-return receipl requested:
2).1(M58^6S715 7 Of 1 1
TO CITY: TO CONSULTANT:
City ofl-Iundn&ton Beach WALLACB & ASSOCIATBS
ATTN: Joe Dale CONSULTING, INC.
2000 Main Street A'l'TN: Carl Wallace
Hunlinyion Beach, CA 92648 P.O. Box 909
Murriela, CA 92564
17. CONSENT
When CITY'S consenl/approva] is required under this Agreement, its consenl/approval for one tran.saction or event shall not be deemed lo be a conscnt/approval lo any subsequent occurrence of (he same or any other transaction or event. 18, MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unlesy in writing and duly e?<ecuted by both parties.
19. SECTION I-UZADINGS
The titles, captions, scciion, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agrcemeni arc merely descriptive and arc included solely for convenience of'reterence only and we not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or consu'uc the intent of (he parties or afl'cct the construction or interpreiation of any provision of this Agreement.
20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to Us fair meaning, and not strictly fbf or against any of the panics. If any provision of this Agreement is held by an arbitrator or court of compctcnl jurisdiciion to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and proviyions of" this Agrccmcnl. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here, As used in this Agreement, the masculine or 21-KM5S/26S715 8 Ol I I
neutcr gender and singular or plural numbcf shall be deemed to inciude (he other whenever the coniexi so indicates or requires, Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conllici between any provision contained herein and any present or future staiute, law, ordinance or regulation contrary to which the parties have no riyht to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall bu curtailed and limited only to the extent necessary to bring it within [he requiremeiUs of the law.
21, DUPLICATE OKIG1NAL
The original of this Agreement and one or more copies hereto have been prepared and signed in countcrparls as duplicaic originals, each of which so executed shall, irrespective of the dale of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrumem as against any party who has signed it,
22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employmem verification,
23. LBGAL SERVICES SUBCONTRACTING PROHIBITBD
CONSULTANT and CITY agree thai CITY is not liable for payment of any subcontractor work involving legal services, and thai such legal services arc expressly outside the scope of services contemplated hcrcunder. CONSULTANT understands that pursuant (o Huniiiigion Reach City Charter Section 309, the City Attorney is the exclusive legal counsel ibr CITY; and CITY shall not be liable Ibr payment of any legal services expenses incurred by CONSULTANT.
21-IW58/26S715 9 Ol'
24. ATTORNEY'S FEES
In ihe event suit is brought by either parly lo construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance here.of, each party shall bear its own attorney's fees. such that the prevailing parly shall noi be entitled to recover its attorney's Ices from the nonprcvailing party,
25. SURVIVAL
Terms and conditions of this Agreement: which by iheir sense and context survive the expiration or termination of this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and constnicd in accordance with the laws of the Slate ofCalilbrnia,
27. SIGNATORIES
Each undersigned represents and warrants thai its signature hereinbetow has the power, authority and right to bind their respective parties (o each o[' the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages lo CITY in the event that such authority or jxnver is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree thai they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree thai no representations, inducements. pt'omises, agreements or warranties, oral or otherwise, have been made by that pany or anyone acting on that party's behalf, which arc not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, wurranly, iacl or circumstance not expressly set forth in this
21.1Q45S/26S715 10 Of 11
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