Cities Index.
Att #1 Gallatin Investigations, Professional Services Contract

City Council/Public Financing Authority
July 7, 2026

Document
Att #1 Gallatin Investigations, Professional Services Contract
Meeting
July 7, 2026
Body
City Council/Public Financing Authority
Original file
6.6 MB
Text extracted from the city's file for reading and search. Open the original on huntingtonbeach.legistar1.com. That file is the official record.

PROFESSIONAL SERVICES CONTRACT BETWEEN

THE CITY OF HUNTINGTON BEACH AND

GALLATIN INVESTIGATIONS, LLC
FOR

BACKGROUND FNVESTIGATIVE SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and GALLATIN INVESTIGATIONS, LLC, hereinafter referred to as "CONSULTANT."
WHEREAS, CITY desires to engage the services of a consultant to provide background investigative services; and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and
CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows:

1. SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT."
CONSULTANT hereby designates Lisa Matteroli who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement.

2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement.
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3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to commence on July 1, 2024 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three (3) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT.

In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein.

4. COMPENSATION
In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Eighty Thousand Dollars ($80,000).

5. EXTRA WORK
In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained.

6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 24-14856/345787 2 of 12

7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS
CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit.

8. HOLD HARMLESS
A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT'S (or CONSULTANT'S subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT'S counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT.

B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above:
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"CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT'S proportionate percentage of fault.

However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8.

C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation.

This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT.

9. PROFESSIONAL LIABILITY INSURANCE
CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT'S professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance 24-14856/345787 4 of 12
policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that:

A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements).

B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims.

CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement, If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY'S election, to forthwith terminate this Agreement, Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY.

10. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:

A. provide the name and policy number of each carrier and policy; 24-14856/345787 5 of 12
B. state that the policy is currently in force; and
C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.

CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY.

The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT'S defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required.

11. INDEPENDENT CONTRACTOR
CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12, TERMINATION OF AGREEMENT
All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT'S services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 24-14856/345787 6 of 12
CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT.

13. ASSIGNMENT AND DELEGATION
This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove.

14. COPYRIGHTS/PATENTS
CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement.

15. CITY EMPLOYEES AND OFFICIALS
CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.

16. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT'S agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. 24-14856/345787 7 of 12
CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested:

TO CITY: TO CONSULTANT:

City of Huntington Beach Gallatin Investigations, LLC
ATTN: Capt. Ryan Reilly ATTN: Lisa Matteroli
2000 Main Street 9671 Woodlawn Drive
Huntington Beach, CA 92647 Huntington Beach, CA 92646

17. CONSENT
When CITY'S consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event.

18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.

19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.

20. INTERPRETATION OF THIS AGREEMENT
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be 24-14856/345787 8 of 12
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

22. IMMIGRATION
CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.

23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to 24-14856/345787 9 of 12
Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT.

24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party.

25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.

26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn,

28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and 24-14856/345787 10ofl2
agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement, This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof.

29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the City Attorney.

This Agreement shall expire when terminated as provided herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers.
24-14856/345787 11 of 12

CONSULTANT,

GALLATIN INVESTIGATIONS, LLC

CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California
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ITS; (circle one) Chiiinniin/Presidcnt/Vice President
AND
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ITS; (circle one) Sccrctary/ChiefPinancial Officer/Asst.

Sccrelary - Treasurer

COUNTERPART
City Manager
INITIATED WD APPROVED:
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Chief of Police
APPROVED AS TO FORM:

City Attorney
Date
RECEIVE AND FILE:

City Clerk
Date
2'l-l't856/3'1578712 of 12

CONSULTANT,

GALLATIN INVESTIGATIONS, LLC
By:_
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ITS; (circle one) Chairman/PresidenWice President
AND
By:_
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ITS: (circle one) Secretary/Chief Financial Officer/Asst.

Secretary - Treasurer

COUNTERPART

CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
California
City Manager
INITIATED A? APPKOVjBD:
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Chief of Police
APPROVED AS TQJORM:
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RECEIVE AND FILE:
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24-14856/34578712 of 12
EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed) In an effort for the Huntington Beach Police Department to hire quality personnel that will serve the public, it is essential to properly screen candidates during the hiring process.

The Police Department requires a careful and complete screening of all candidates for employment, which includes an exhaustive background investigation. The Contractor will complete assigned fieldwork, as described below, for the background investigations of Police Department applicants. Contractor will work closely and report directly to the Personnel Officer.

B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
1) Contact applicant's previous employer(s) to review personnel file and interview prior supervisors and co-workers
2) Conduct neighborhood check(s) at applicant's current and previous residences(s) to interview neighbors
3) Contact/visit other police agencies to which the applicant has applied to review background file and interview background investigator
4) Contact family, personal references and secondary references 5) Prepare written reports for each contact made
6) Ability to utilize background investigation software eSOPH for completion of investigations
7) Prepare written summary based on California POST guidelines at the end of the background investigation. These guidelines can be found online in the POST Administrative Manual Section C 1953 (g)(1)
C. CITY'S DUTIES AND RESPONSIBILITIES:
1) The Personnel Officer will provide oversight of the background investigation, including assigning field work to individual contractor.
2) The Personnel Officer will provide training as to proper format for interviews and reports.
3) The Personnel Officer will determine the appropriate due date for information and reports.
4) The Personnel Officer will review all invoices received from the contractor, determine approval and submit for payment.

D. WORK PROGRAM/PROJECT SCHEDULE:

These services will be conducted within the contract period. It is understandable that some services will continue beyond the contract period if the services are ongoing. These ongoing services will not have any costs that will be assessed beyond the contract period, A. Hourly Rate
EXHIBIT "B"
Payment Schedule (Hourly Payment)
CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule:

Year 1: Flat rate per complete investigations: $1850 per case Year 2; Flat rate per complete investigations: $1900 per case Year 3: Flat rate per complete investigations: $1950 per case Hourly rate per incomplete investigation: $75
Out of state cases: $3,500 per case plus applicable travel and lodging fees, which will be negotiated on a case-by-case basis
B. Travel Charges for time during travel are not reimbursable.

C. Billine

1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it.

2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project.

3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion.

4. CONSULTANT shall submit to CITY an invoice for each monthly payment due.

Such invoice shall:

A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal member of CONSULTANT'S firm that the work has been performed in accordance with the provisions of this Agreement; and
E) For all payments include an estimate of the percentage of work completed.

Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein.

5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. >\CORD
GALLA-1

CERTIFICATE OF LIABILITY INSURANCE
OP ID: MN

DATE (MM/DD/YYYY)
07/05/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Alliance Mgt. & Insurance Sen/
355 Via Vora Cruz #7
CA Agent/Broker Lic# 0737966
San Hffarcos, CA 92078
MichelleA. Nowell
760-471-7116CONTACT Michelle A. Nowell
PHONE 7fin-47'l."(AfC;'No,Ext): '""-•*' '-'
^iMD/H^ss: [email protected]
ir^,No,:760-471-9378

INSURER(S) AFFORDING COVERAGE
INSURER A :StarStone Specialty Ins Comp44776
IRED
lallatin Investiaations LLC
Lisa Matteroli
9671 Woodlawn Drive
Huntington Beach, CA 92646
COVERAGESCERTIFICATINUMBER:REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR
LTR
x
A

T/PE OF INSURANCE
x
x

COMMERCIAL GENERAL LIABILIPC
CLAIMS-MADE | X I OCCUR
Errors & Omission
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY || ^
OTHER:

AUTOMOBILE LIABILITl'
x

ANY AUTO
OWN E D _

AUTOS'ONLY
HIRED

AUTOS ONLY
41T APPLIES PER:
°f U LOG
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x

UMBRELLA LIAB

EXCESS LIAB
sc
AL
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At

HEDULED
TOS
iN-OWNED

TOS ONLY
OCCUR

CLAIMS-MADE
DED [ | RETENTIONS

WORKERS COMPENSATION
AND EMPLOYERS' LIABILirC

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?iMandatoiyln'NH)'
If yes. describe under
DESCRIPTION OF OPERATIONS below
WDL
!NSD
A
M/A
iUBR

WVDPOLICY NUMBER
WSGP000714
WSGP000714

POLICY EFF
(MMfDD/YYYYI
04/01/2024
04/01/2024
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if mor City of Huntington Beach, its directors, officers, employees, and agents, are named as an additional insured with respects to the work performed by the named insured.

Investigation, CA -

POLICY EXP
IMMfDD/YYYYl
04/01/20251
04/01/20251
LIMITS

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OPAGQ

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE(Per accident)

EACH OCCURRENCE

AGGREGATE

PER I I OTH-

STATUTE I I ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYES
E.L. DISEASE - POLICY LIMIT
5 1,000,000
100,000
5,000
1,000,000
g 5,000,000
g 1,000,000
s
1,000,000
A.

A-
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A.

A.
_s_
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_s_
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-space is rARPfiOVED AS TO FORI
a^
MICHAEL E. GATES

CITY ATTORNEY

CITY OF HUNTINGTON BEACH

CERTIFICATE HOLDER
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92647

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
^IWU^OL^KU-W
ACORD25(2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks ofACORD
POLICY NUMBER: WSGP000714COMMERCIAL GENERAL LIABILITY
CIGL790318
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Blanket as required by valid written contract.

Location(s) Of Covered Operations
Blanket as required by valid written contract.

Additional Information:

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to include as an additional insured the person or organization shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your behalf; in the performance of your operations for the additional insured at the location shown in the Schedule.

However:
a. The insurance afforded to such additional insured only applies to the extent permitted by law; b. If coverage provided to the additional insured is required by a contract or agreement, the insurance CIGL790318Includes copyrighted material of Insurance Services Office, Inc.Page 1 of 2 afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and
c. Regardless of the date of occurrence or when the injury or damage first occurs or is first discovered, a person's or organization's status as an additional insured under this endorsement ends upon the earliest of:
(1) The completion or termination of the contract or agreement between you and the additional insured for the location shown in the Schedule;
(2) The date you cease actively performing operations for the additional insured at the location shown in the Schedule; or
(3) The expiration or termination date of the policy or this endorsement.

B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to liability or damages for "bodily injury", "property damage", or "personal and advertising injury":

1. Caused by, arising from, or included in the "products-completed operations hazard";

2. Arising out of the additional insured's sole negligence;

3. Arising out of work or operations performed by you that were completed prior to the effective date of this endorsement; or

4. Which continues or progressively deteriorates after you cease actively performing operations for the additional insured at the location shown in the Schedule, even if the injury or damage first occurred, or is alleged to have first occurred, during the course of your operations for the additional injured.

C. Solely for purposes of this endorsement, the following definition is deleted in its entirety and replaced by the following:

1. ""Products-completed operations hazard":
a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except:
(1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times:
(a) When all of the work called for in your contract has been completed; (b) When all of the work to be done at the location shown in the Schedule has been completed if your contract calls for work at more than one location; or (c) When that part of the work done at the location shown in the Schedule has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project.

Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, wilt be treated as completed.

D. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Oflnsurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

CIGL 79 03 18 Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 2

REQUEST FOR PROPOSAL
FOR

BACKGROUND INVESTIGATION SERVICES
Police Department

CITY OF HUNTINGTON BEACH
Addendum #1
Released on March 7,2024

BACKGROUND INVESTIGATION SERVICES

REQUEST FOR PROPOSAL (RFP)

1. BACKGROUND
The City of Huntington Beach, on behalf of its Police Department, is soliciting proposals from qualified firms, organizations, and individuals to provide Background Investigations Services for the Huntington Beach Police Department as detailed in Section 3, Scope of Work, in the RFP.

Multiple vendors may be awarded as the number of background investigators fluctuates depending on the requirement activities.

2. SCHEDULE OF EVENTS
This request for proposal will be governed by the following schedule:

Release of RFP March 7, 2024
Deadline for Written Questions March 20, 2024 by 4 p.m.

Responses to Questions Posted on Web March 28, 2024
Proposals are Due April-^ 2024 by 4 p.m.

Proposal Evaluation Completed Tentative May, 2024
Approval of Contract Tentative June, 2024

3. SCOPE OF WORK
The selected contractor(s) will complete the assigned fieldwork, as described below, for the background investigations of police department applicants. Contractor(s) will work closely and report directly to the Personnel Officer.

CONTRACTOR'S DUTIES AND RESPONSIBILITIES:
1) Contact applicant's previous employer(s) to review personnel file and interview prior supervisors and co-workers.
2) Conduct neighborhood check(s) at applicant's current and previous residences(s) to interview neighbors.
3) Contact/visit other police agencies to which the applicant has applied to review background file and interview background investigator.
4) Contact family, personal references and secondary references. 5) Prepare written reports for each contact made.
6) Ability to utilize background investigation software eSOPH for completion of investigations.
7) Prepare written summary based on California POST guidelines at the end of the background investigation. These guidelines can be found online in the POST Administrative Manual Section C 1953 (g)(l).

CITY'S DUTIES AND RESPONSIBILITIES:
1) The Personnel Officer will provide oversight of the background investigation, including assigning fieldwork to individual contractors. 2) The Personnel Officer will provide training as to proper format for interviews and reports.
3) The Personnel Officer will determine the appropriate due date for information and reports.
4) The Personnel Officer will review all invoices received from the contractor, determine approval and submit for payment.

4. PROPOSAL FORMAT GUIDELINES
Interested contractors are to provide the City ofHuntington Beach with a thorough proposal using the following guidelines:

Proposal should be typed and should contain no more than 20 typed pages using a 12-point font size, including transmittal letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder's response:

A. Vendor ADBlication Form and Cover Letter
Complete Appendix A, "Request for Proposal-Vendor Application Form" and attach this form to the cover letter. A cover letter, not to exceed three pages in length, should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to Huntington Beach, California and the office from which the project will be managed.

B. Background and Proiect Summary Section
The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work of this RFP.

C. Methodology Section
Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include:
1) An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. 2) Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work" section. 3) Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion. 4) Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work.

D. Staffing
Provide a list ofindividual(s) who will be working on this project and indicate the functions that each will perform. Include a resume for each designated individual.

Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work.

E. Oualifications
The information requested in this section should describe the qualifications of the firm, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include:
1) Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of work.
2) A summary of the your firm's demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Proposal.
3) Provide at least five local references(Appendix A) that received similar services from your firm. The City ofHuntington Beach reserves the right to contact any of the organizations or individuals listed. Information provided shall include:
• Client Name
• Project Description
• Project start and end dates
• Client project manager name, telephone number, and e-mail address F. Fee Proposal
Proposed fees should reflect hourly rate for three years. The following conditions apply:
1) Charges for time during travel are normally not reimbursable and will only be paid if such time is actually used in performing services. Charges will be matched to an appropriate breakdown to time previouysly taken by in-house staff to perform the tasks
2) Subject to agreement otherwise, consultant will be held to charging no fees on travel time to or from Huntingotn Beach
3) Automobile expenses are limited to the IRS standard business mileage rate. All other travel expenses must be approved at least fourteen days in advance to allow for reduced transportation fares
4) Meals are not billable without prior written consent 5) All billing shall be done on a monthly basis in on-tenth-hour (0.10) increments 6) Telephone, cellular phone and postage charges are billable at actual cost. The fee for sending or receiving of facsimiles shall not exceed twenty-five cents ($0.25) per page and photocopier costs shall be no more than the actual cost of duplication, or ten cents ($0.10) per page, whichever is less.
7) Secretarial time and word processing charges are not billable.

5. PROCESS FOR SUBMITTING PROPOSALS
All proposals must be submitted in PDF file format.
• Content of Proposal
The proposal must be submitted using the format as indicated in the proposal format guidelines.
• Preparation of Proposal
Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation.
• Number of Proposals
Submit one (1) PDF file format copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis.
• Submission of Proposals
Complete written proposals must be submitted electronically in PDF file format via the Planetbids.com website no later than 4:00 p.m. (P.S.T) on April 15, 2024. Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted. • Inquiries
Questions about this RFP must be directed in writing through the PlanetBids Q&A tab no later than 4:00 p.m. (PST) March 20, 2024 for response.

Cody Hernandez, Buyer
Cocly.hernandez(%surfcifrv-hb.org
From the date that this RFP is issued until a firm is selected and the selection is announced, firms are not allowed to communicate for any reason with any City employee other than the contracting officer listed above regarding this RFP, except during the pre-proposal conference. Refer to the Schedule of Events of this RFP or the City webpage to determine ifapre-proposal conference has been scheduled. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City. » Conditions for Proposal Acceptance
This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source, or to cancel this RFP in part or in its entirety. All proposals will become the property of the City ofHuntington Beach, USA. If any proprietary information is contained in the proposal, it should be clearly identified.

6. EVALUATION CRITERIA
The City's consultant evaluation and selection process is based upon Qualifications Based Selection (QBS) for professional services. The City ofHuntington Beach may use some or all of the following criteria in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all-inclusive list. The order in which they appear is not intended to indicate their relative importance:

A. Compliance with RFP requirements
B. Understanding of the project
C. Recent experience in conducting similar scope, complexity, and magnitude for other public agencies
D. Educational background, work experience, and directly related consulting experiences E. Price
F. References
The City may also contact and evaluate the bidder's and subcontractor's references; contact any bidder to clarify any response; contact any current users of a bidder's services; solicit information from any available source concerning any aspect of a proposal; and seek and review any other information deemed pertinent to the evaluation process. The evaluation committee shall not be obligated to accept the lowest priced proposal, but shall make an award in the best interests of the City.

After written proposals have been reviewed, discussions with prospective firms may or may not be required. If scheduled, the oral interview will be a question/answer format for the purpose of clarifying the intent of any portions of the proposal. The individual from your firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview.

A Notification of Intent to Award may be sent to the vendor selected. Award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing vendors unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may negotiate a contract with the next highest scoring vendor or withdraw the RFP.

7. STANDARD TERMS AND CONDITIONS
• Amendments
The City reserves the right to amend this RFP prior to the proposal due date. All amendments and additional information will be posted to the Huntington Beach Procurement Registry, Huntington Beach - Official City Web Site - Business - Bids & RFP's; bidders should check this web page daily for new information. • Cost for Preparing Proposal
The cost for developing the proposal is the sole responsibility of the bidder. All proposals submitted become the property of the City.
• Contract Discussions
Prior to award, the apparent successful firm may be required to enter into discussions with the City to resolve any contractual differences. These discussions are to be finalized and all exceptions resolved within one (1) week from notification. If no resolution is reached, the proposal may be rejected and discussions will be initiated with the second highest scoring firm. See Appendix B for a sample agreement. • Confidentiality ReQuirements
The staff members assigned to this project may be required to sign a departmental non- disclosure statement. Proposals are subject to the Freedom of Information Act. The City cannot protect proprietary data submitted in proposals. • Financial Information
The City is concerned about bidders' financial capability to perform, therefore, may ask you to provide sufficient data to allow for an evaluation of your firm's financial capabilities.
• Payment by Electronic Funds Transfer—EFTi
The City requires that payment be made directly to the vendor's bank account via an Electronic Fund Transfer (EFT) process. Banking information will need to be provided to the City via an Electronic Credit Authorization form. A City Representative will provide the Electronic Credit Authorization form upon intent to award. Vendor will receive an Electronic Remittance Advice with the payment details via email. It is solely the responsibility of the vendor to immediately notify the City of any change to their information related to payments.
• Insurance Requirements
City Resolution 2008-63 requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) on file with the City for the issuance of a permit or contract. Within ten (10) consecutive calendar days of award of contract, successful bidder must furnish the City with the Certificates of Insurance proving coverage as specified in Appendix C. Failure to furnish the required certificates within the time allowed will result in forfeiture of the Proposal Security.

Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal.

APPENDIX A

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM
TYPE OF APPLICANT:d NEW d CURRENT VENDOR
Legal Contractual Name of Corporation:

Contact Person for Agreement:

Corporate Mailing Address:

City, State and Zip Code:

E-Mail Address:

Phone:

Contact Person for Proposals:

Title:

Business Telephone:

Year Business was Established:

Is your business: (check one)
Fax:

E-Mail Address:

Business Fax:

NON PROFIT CORPORATION Q FOR PROFIT CORPORATION
Is your business: (check one)

D CORPORATION
C] INDIVIDUAL

PARTNERSHIP

LIMITED LIABILITY PARTNERSHIP
d SOLE PROPRIETORSHIP

UNINCORPORATED ASSOCIATION
lof2
Names & Titles of Corporate Board Members
(Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone
Federal Tax Identification Number:

City ofHuntington Beach Business License Number:
(If none, you must obtain a Huntington Beach Business License upon award of contract.) City ofHuntington Beach Business License Expiration Date:
2 of 2
References of Work Performed Form
(List 5 agencies)
Comany Name:.

1. Name of Reference:

Address:

Contact Name: — phone Number:

Email:

Dates of Business:

2. Name of Reference:

Address:

Dates of Business:

3. Name of Reference:

Address:

Dates of Business:

4. Name of Reference;
Address:

Dates of Business:

5. Name of Reference;
Address:

Dates of Business:

Contact Name: — phone Number:

Email;
Contact Name: - - Phone Number:

Email;
Contact Name: Phone Number:

Email:

Contact Name: Phone Number:

Email:

APPENDIX B

SERVICE AGREEMENT BETWEEN

THE CITY OF HUNTINGTON BEACH AND
FOR
THIS AGREEMENT ("Agreement") is made and entered into by and between the City ofHuntington Beach, a municipal corporation of the State of California, hereinafter called "City," and_, a California Limited Liability Company, hereinafter referred to as "Contractor."
Recitals
A. The City desires to retain a Contractor having special skill and knowledge in the field ofjanitorial and porter services.

B. Contractor represents that Contractor is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field.

Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02.

NOW, THEREFORE, it is agreed by City and Contractor as follows:

1. Scope of Services
Contractor shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates _, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement.

2. City Staff Assistance
City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement.
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3. Compensation
a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "B." The total sum to be expended under this Agreement, shall not exceed _ ($_) per year for any one year during the term of this Agreement, with a _ year aggregate total not to exceed amount of_ ($_).
b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit "B."

4. Term
Time is of the essence of this Agreement. The services of Contractor are to commence _, or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate _, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor.

In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein.

5. Extra Work
In the event City requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained.

6. Disposition of Plans, Estimates and Other Documents
Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 17-6145/170197/11/28/17/DO

7. Hold Harmless
Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor.

8. Workers Compensation Insurance
Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder.

Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits.

Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver ofsubrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation.

9. General Liability Insurance
In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project^Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 17-6145/170197/11/28/17/DO
the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary.

Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a "deductible" or any other similar form of limitation on the required coverage.

10. Automobile Liability Insurance
Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City ofHuntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City.

11. Certificate of Insurance
Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:
a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and
c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium.

Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City.

This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 17-6145/170197/11/28/17/DO

12. Independent Contractor
Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City.

Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder.

13. Conflict of Interest
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

14. Termination
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

15. Exclusivity and Amendment
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
17-6145/170197/11/28/17/DO

16. Assignment
Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

17. City Employees and Officials
Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.

18. Notices
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested:

To City: Contractor:

City ofHuntington Beach
Attn: Attn:
2000 Main Street
Huntington Beach, CA 92648

19. Consent
When City's conserrt/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event.

20. Modification
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.
17-6145/170197/11/28/17/DO

21. Section Headings
The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.

22. Interpretation of this Aereement
The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

23. Duplicate Orieinal
The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

24. Immigration
Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.

25. Legal Services Subcontractins Prohibited
Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 17-6145/170197/11/28/17/DO
and City shall not be liable for payment of any legal services expenses incurred by Contractor.

26. Confidentiality
Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this. Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision.

27. Discrimination
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

28. Jurisdiction - Venue
This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

29. Professional Licenses
Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City ofHuntington Beach and all other governmental agencies.

Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
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30. Attorney's Fees
In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party.

31. Survival
Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.

32. Governing Law
This Agreement shall be governed and construed in accordance with the laws of the State of California.

33. Signatories
Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

34. Entirety
(a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement.
(b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 17-6145/1701 97/11/28/17/DO

35. Effective Date
W WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein.

CONTRACTOR
_'a
California limited liability corporation
By:_
Print name
ITS: (circle one) Chairman/President/
Vice President
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
Mayor
City Clerk
INITIATED AND APPROVED:

Director of
APPROVED AS TO FORM:

City Attorney
REVIEWED AND APPROVED:

City Manager
17-6145/170197/11/28/17/DO10

APPENDIX C
CITY OF HUNTmGTON BEACH INSURANCE REQUIREMENTS
Vendor Type
Minimum Insurance Requirements
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements
Huntington Beach City Council Resolution No. 2908-63 requires subndttal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A: VII. See Exhibits Al - 4 for sample forms.

Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212. \Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk \Manager and City Attorney of the City ofHuntington Beach. NOTE: Waivers and/or nwdifications are discouraged and will be considered only under extraordinary circumstances.

Contractors: Any persons or entities who
contract with the City and/or provide services to
the City which are readily available and
efficiently procured by competitive bidding.
|Permittees: Any persons or entities who make
[application to the City for any use of or
I encroachment upon any pub lie street, waterway,
Ipier, or City property.

Vendors: Any persons or entities who transfers
property or goods to the City which may or may
not involve delivery and/or installation.

Minimum of
$1,000,000 per
occurrence for
bodily injury,
personal injury
and property
damages. Allows
up to $1,000
deductible.(5ee
Note I below.)
Combined single limit
bodily injury and
property damage.

Minimum of
$1,000,000 per
occurrence. Allows
up to $5,000
deductible.
(Additional Insured
Endorsement is always
required with General
Liability Ins.)
As required by
the State of
California, with
Statutory Lunits
and Employer's
Liability
Insurance with
a limit of no
less than
$1,000,000 per
accident for
bodily injury or
disease. (See
Note 2 below.)
Include the
policy number
and Additional
Insured
Endorsement
Requirement
statement
below. (See Note
3 below.)
Note 1 - Automobile Liability: The City ofHuntington Beach, its officers, elected or appomted officials, employees, agents and volunteers must be named as certificate holder and as additional msured by separate attached endorsement. Permittees who do not use vehicles or equipment in connection with the permit shall not be required to provide auto insurance. To be exempt fi-om this requirement, permittees must execute a declaration such as Exhibit 1 attached.

Note 2 - Workers' Compensation Exemption: If entity has no employees, a signed Declaration ofNon-Employee Status form is required.

Note 3 - Additional Insured Endorsement Requu-ements: The City, its officers, elected or appomted officials, employees, agents, and volunteers are to be covered as additional insureds by separate attached endorsements) as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor, or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City.

HB Insurance Matrix_revised 4-7-16 (2).xlsx lof4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Vendor Type
Minimum Insurance Requirements
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements
\Huntington Beach City Council Resolution No. 2908-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII. See Exhibits Al - 4 for sample forms.

Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212. \Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City ofHuntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances.

Design Professionals: Professional service
contractors who contract with the City and/or
provide architectural and/or engineering services
to the City.

Professional Services: Services that involve
the exercise of professional discretion and
independent judgment based on an advanced or
specialized knowledge, expertise or training
gained by formal studies or experience or
services which are not readily or efificiently
procured by competitive bidding pursuant to HB
Muni Code 3.02. Services includes but are not
limited to those services provided by appraisers,
architects, attorneys, engineers, instructors,
insurance advisors, physicians and other
specialized consultants.

Minimum of
$1,000,000 per
occurrence and
in the
aggregate.

Allows up to
$10,000
deductible.
claims made policies are acceptable if the policy jurther provides that:
1) The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements).
2) The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3) If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit. 4) The reporting of circumstances or incidents that might give rise to future claims.

HB Insurance Matrix_revised 4-7-16 (2).xlsx 2 of 4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Vendor Type
Minimum Insurance Requirements
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements
Hundngton Beach City Council Resolution No. 2908-63 requires submittal of certificates of insurance evidencing the following minimum, limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII. See Exhibits Al - 4 for sample forms. \Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212. \Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk {Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances.
|Licensees/Lessees: Any persons or entities
|who contract with the City for the use of public
[property.

Combined single limit
bodily injury and
property damage.

Minimum of
$1,000,000 per
occurrence. Allows
up to $5,000
deductible.
(Additional Insurance
Endorsement is always
required with General
Liability Ins.)
Full
replacement
cost with no
comsurance
penalty
provision.

As required by
the State of
California, with
Statutory Limits
and Employer's
Liability
Insurance with
a limit of no
less than
$1,000,000 per
accident for
bodily injury or
disease. (See
Note 1 below.)
Include the
policy number
and Additional
Insured
Endorsement
Requirement
statement
below. (See Note

2.)
Note 1 - Workers' Compensation Exemption: If entity has no employees, a signed Declaration ofNon-Employee Status form is required.

Note 2 - Additional Insured Endorsement Requirements: The City, its officers, elected or appomted officials, employees, agents, and volunteers are to be covered as additional insureds by separate attached endorsements) as respects liability arismg out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor, or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City.

HB Insurance Matrix_revised 4-7-16 (2).xlsx 3 of 4

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Huntington Beach City Council Resolution No. 2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:Vll.

Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City ofHuntington Beach. NOTE: Waivers and /or modifications are discouraged and will be considered only under extraordinary circumstances.

Vendor Type
Design Professionals: Professional service contractors who contract with the City and/or provide architectural and/or engineering services to the City.

Professional Services: Services that involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge, expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02. Services includes but is not limited to those services provided by appraisers, architects, attorneys, engineers, instructors, insurance advisors, physicians and other specialized consultants.

Minimum Insurance Requirements
Professional Liability
Minimum of $1,000,000 per occurrence and in
the aggregate. Allows up to $10,000 deductible.

Claims made policies are acceptable if the policy further provides that:
1) The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2) The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds.
3) If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit.
4) The reporting of circumstances or incidents that might give rise to future claims.

HB Insurance Matrix_revised 4-7-16 (2).xlsx4of4

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