HomeMy WebLinkAboutC-8180-1 - PSA for Community Engagement for Future General Plan UpdateJ
� AMENDMENT NO. ONE TO
Q0 PROFESSIONAL SERVICES AGREEMENT
' WITH KEARNS & WEST, INC. FOR
V COMMUNITY ENGAGEMENT FOR FUTURE GENERAL PLAN UPDATE
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 15th day of June, 2020
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and KEARNS & WEST, INC., a
Massachusetts Corporation ("Consultant"), whose address is 233 Sansome Street, #400,
San Francisco, California 94104, and is made with reference to the following:
RECITALS
A. On June 25, 2019, City and Consultant entered into a Professional Services
Agreement ("Agreement") for community engagement related to the General Plan
Update ("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of the
Agreement to June 30, 2022.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2022, unless terminated earlier as set forth herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 6 /3/ly
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: ((2-15-2D
By: ZBy:
Aaron C. Harpr taw Gr e K. Leung
City Attorney Ci anager
ATTEST: �
Date: br_
1"jo, I
- 1-1. MR
a FEE M,
eilani 1. Brown
City Clerk
fALIF��
CONSULTANT: Kearns & West, Inc., a
Massachusetts Corporation
Date:
Signed in Counterpart
LM -
Anna West
Chief Executive Officer
Date:
Signed in Counterpart
By:
Kent Schwartz
Chief Financial Officer
[END OF SIGNATURES]
Kearns & West, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: W/zo
By: �..
Aaron C. Harp (A.w to - -t-0
City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Grace K. Leung
City Manager
CONSULTANT: Kearns & West, Inc., a
MassacIusetts Corporation
Date: ""► ��
By:
Anna West
Chief Executive Officer
Date:
By:
Kent Schwartz
Chief Financial Officer
[END OF SIGNATURES]
Kearns & West, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No, One to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEYS OFFICE
Date,- 0 /'2
2z
CITY OF NEWPORT BEACH,
a California Municipal corporation
Date:
ByBy'_
Aaron C. Harp(A-w ka Grace K. Leung
City Attorney City Manager
ATTEST:
Date:
-0
Leilani I. Brown
City Clerk
CONSULTANT: Kearns & West, Inc., a
Massachusetts Corporation
Date-,
By:
Anna West
Chief Executive Officer
Date
By:
Kent <�
Chief Financial Officer
[END OF SIGNATURES]
Kearns & West, Inc. Page 2
Community Engagement For Future GP Update
From: Customer Service
To: Ramirez, Brittany; Insurance
Cc: saaar(a)ebix.com
Subject: Compliance Alert -Vendor Number FV00000059
Date: Friday, July 10, 2020 5:05:58 PM
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content
is safe.
This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate
of insurance requirements. FV00000059 Kearns & West, Inc.
Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.
PROFESSIONAL SERVICES AGREEMENT
WITH KEARNS & WEST, INC. FOR
COMMUNITY ENGAGEMENT FOR FUTURE GENERAL PLAN UPDATE
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 25th day of June, 2019 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
KEARNS & WEST, INC., a Massachusetts Corporation ("Consultant'), whose address is
233 Sansome Street, #400, San Francisco, California 94104, and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant for community engagement related to the
General Plan Update ("Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows -
1 .
ollows:1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2020, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Four Hundred Fifty Two
Thousand Dollars and 00/100 ($452,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Kearns & West, Inc. Page 2
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Jenna Tourje to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Community Development Department.
City's Associate Planner or designee shall be the Project Administrator and shall have
the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
Kearns & West, Inc. Page 3
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (collectively, the "Indemnified Parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys'
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or
indirectly) to any breach of the terms and conditions of this Agreement, any Work
performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. 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.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
Kearns & West, Inc. Page 4
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Kearns & West, Inc. Page 5
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
Kearns & West, Inc. Page 6
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
Kearns & West, Inc. Page 7
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Associate Planner
Community Development Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Jenna Tourje
Kearns & West, Inc.
270 Baker Street E, Suite 200
Costa Mesa, CA 92626
Kearns & West, Inc. Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
Kearns & West, Inc. Page 9
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controllinq Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Kearns & West, Inc. Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By: k
n C. Hap kV -(L
i
Ci Attorney lQt u' -i 1�
ATTEST:
Date-.—
By.
ate:
By.
ty
lani I. town Cle
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
c
By:
Diane B. Dixon
Mayor
CONSULTANT: Kearns & West, Inc.,
a Massachusetts Corporation
Date:
Signed in Counterpart
By:
Anna West
Chief Executive Officer
Date:
Signed in Counterpart
Kent Schwartz
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A – Scope of Services
Exhibit B – Schedule of Billing Rates
Exhibit C – Insurance Requirements
Kearns & West, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: q ,
. -Aaron Harp 14"1 �-*-A Diane B. Dixon
iney City At, (a lq Mayor
ATTEST:
Date:
Em
Leilani I. Brown
City Clerk
CONSULTANT: Kearns & West, Inc.,
a Massaghusetts Corporation
Date: lol i
:
--Anna vvest—
Chief Executive Officer
Date:
By. 6%
Ken Schwartz
Chief Financial fficer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Kearns & West, Inc. Page 11
EXHIBIT
SCOPE OF SERVICES
Kearns & West, Inc. Page A-1
Scope of Services
Community Engagement Related to a Future General Plan Update
Task 1: Consultant Familiarization with the General Plan
1.1 Kick-off Meeting + Team Meetings
As a first step, the Kearns & West team will lead a kickoff meeting with City staff and the
Steering Committee to review and confirm the project scope and schedule, to identify
stakeholder groups, and outline project priorities.
At the project kickoff meeting, Kearns & West will conduct an outreach assessment, which will
involve a discussion of the benefits and drawbacks of various outreach strategies and digital
tools, along with a staff and steering committee discussion of past community engagement
efforts, successes, and lessons learned. The assessment will also address any communication
needs that are unique to Newport Beach. Based on the input received, Kearns & West will
develop the Community Engagement and Outreach Program in Task 2.1.
Kearns & West will also hold bi-weekly team meetings with the City. These can be in person or
on the phone as determined by the City and project team.
Task 1.1 Deliverables.•
• Develop agenda and attend Kick-off Meeting
• Provide summary of Kick-off Meeting
• Outreach assessment facilitation
• Attend bi-weekly project team meetings
1.2 Steering Committee Meetings
The General Plan Steering Committee will play a vital role in the outreach program. Kearns &
West will be in attendance at Steering Committee meetings and report back on the status of the
outreach program and incorporate guidance on outreach objectives. The Project Manager will
attend Steering Committee meetings during the Listen & Learn, with additional project team
members joining at key points during the process as necessary to observe, participate, and
prepare detailed minutes. We will also provide a monthly written briefing to the Steering
Committee with key outreach insights.
Task 1.2 Deliverables:
• Attendance of 12 Steering Committee meetings
• Summary/minutes for each Steering Committee
• One-page project brief each month provided to the Steering Committee
RFP #19-69 - Community Engagement Related to a Future General Plan Update 1
1.3 General Plan Diagnostic & Materials
As an initial step to provide context for the community engagement to follow, the Kearns &
West team, including Dyett & Bhatia, will conduct a diagnostic of the current General Plan and
prepare a memo highlighting updates are needed to ensure compliance with new laws and
guidelines. The memo will be used by the project team to inform the community as to the
purpose and need of the General Plan Update project, as well as to frame key issues that should
be part of the community conversation.
This Task will also include creating one -sheet brochures on each General Plan element to be
used as educational materials, as well as additional General Plan education materials needed
throughout the process. We will work with City staff to share all educational and engagement
materials, along with project updates, via the City's website, the project website and engagement
tool, existing communication and stakeholder networks, and social media outlets. Decisions
about materials will be made when we prepare Community Engagement and Outreach Plan in
Task 2.1.
Task 1.3 Deliverable:
• One (1) General Plan Diagnostic Memo
• Twelve (12) informational brochures on General Plan elements and issues
Task 2. Community Engagement and Outreach Program
Preparation
Program Development
2.1 Outreach Program
Following the project kick off meeting, outreach assessment and development of the diagnostic
memo in Task 1, the Kearns & West team will prepare a Community Engagement and Outreach
Program. The Program will include elements necessary for the Kearns & West team, City staff,
and the Steering Committee to ensure active public engagement in the Newport Beach General
Plan through developing an outreach and participation program for residents and stakeholders.
The Program will incorporate stakeholder analysis, an outreach program, a communications plan,
roles and responsibilities, and a calendar.
Task 2.1 Deliverable:
• One (1) draft and one (1) final Community Engagement and Outreach Program
RFP #19-69 - Community Engagement Related to a Future General Plan Update 2
2.2 Graphic Identity
In coordination with City staff and the steering committee, the Kearns & West team will create a
unique graphic identity to establish a visual language for Listen & Learn process to communicate
the goals of the project and garner ongoing enthusiasm for participation that can be translated
into the General Plan update. Along with developing a visual identity, the team will work with the
City and Steering Committee to identify key messaging to communicate what is different about
this process than others.
Task 2.2 Deliverables
• One (1) draft and one (1) final visual identity concept
• One (1) draft and one (1) final messaging memo
Online Activation
2.3 EngagementHQ
EngagementHQ (also known as Bang the Table) will be used for digital activation and
engagement throughout the life of the project and beyond. It can replace or supplement the
existing project website and be wrapped in the graphic identity developed in Task 2.2. The
EngagementHQ site can be updated throughout the project with new polls, forums, or mapping
activities, will host a project schedule, documents and outreach summaries. It will be integrated
with social media and can be branded to match the project and City graphic identity.
Feedback gathered through EngagementHQ can be exported through their visually rich report -
back format with exportable charts & benchmarking, an insight dashboard, and a comment
analysis. EngagementHQ will be used to host the Final Vision Guide that will include every
comment received during the Listen & Learn process.
Task 2.3 Deliverables:
• Development and maintenance of the EngagementHQ website
• Data & relationship info from EngagementHQ
2.4 Social Media and Email Campaigns
Kearns & West will develop a social media strategy to communicate about the Listen & Learn
process. These will include shorthand project updates and educational content in the form of
Tweets, Facebook posts, infographics for Instagram, and NextDoor posts. The strategy will
encourage people to engage in the process and direct community members to the website.
As part of the social media strategy, the project team will develop suggested emails and
newsletters to share information about the project and to guide recipients to the project website
and community engagement events. Emails could go out through the City Manager's Newsletter.
RFP #19-69 - Community Engagement Related to a Future General Plan Update 3
to residents who have opted -in to receiving emails from the City. Email advertisements can also
be sent through partner and organizational email lists.
Task 2.4 Deliverables:
• One (1) draft and one (1) final Social Media Strategy
• Four (4) series of suggested social media blurbs
• One (1) suggested email draft for each outreach activity
Community Dialogues
2.5 Citywide Launch Event
The launch event's strategic functions are to introduce the community to Listen & Learn, and
energize Newport Beach identity and connection to place and people, motivation and
commitment to participate, and robust sign-ups for the online platform for future
announcements about Listen & Learn events. The launch will also serve as the first opportunity
to introduce the existing General Plan Vision, framed by dialogue questions about what might be
different since its conception in 2006, and what might be the same.
As part of preparing the Community Outreach and Engagement Plan, we will establish the shape
and form of the citywide launch event. It could involve public art projects, local music and
entertainment, a photo mosaic made with contributions from community members, a storytelling
festival, a fair with booths for community organizations, interactive public art wall, kids and teen
activities, a world cafe discussion format, social media streaming.
Task 2.5 Deliverables:
• One (1) draft and one (1) final Logistics Plan
• Dry Run
• Coordination, set up and facilitation of the Citywide Launch Event
2.6 Two Series of Community Workshops
We propose a series of two separate workshop series in each Council District to gather feedback
on both goals and policies, as well as the Vision. The series will be two "Immersion Weeks" in
each Council District. This expands the number workshops in each Council District yet provides
opportunities for cost saving and efficiencies while gathering needed and meaningful input in the
process.
The first series will be designed to facilitate a dialogue about the purpose, intent, and structure
of the General Plan and to review community values in assessing the Vision statement. The
second series of workshops will be a review of key issues in the community and whether the
current goals and policies in the General Plan reflect the community needs and values. There will
RFP #19-69 - Community Engagement Related to a Future General Plan Update 4
also be an opportunity to solicit input on a Vision related to the newGeneral Plan requirements
most relevant to Newport Beach.
Task 2.6 Deliverables:
• Preparation of one (1) draft and one (1) final logistics memo before each workshop series
• Workshop attendance and facilitation by two facilitators and a project coordinator
• Coordination City and Steering Committee on presentation and material content
• Facilitation of a Dry Run before each workshop series
2.7 Pop -Up Outreach (4)
We proposes up to four (4) Pop -Up Events to engage community members in Listen & Learn for
the General Plan Update during community activities where many people gather. These Pop -Ups
will be designed for City staff to be able to replicate at additional events.
Potential pop-up events can occur at the following events, as well as through other activities
identified in Task 2.1:
o Balboa Island Art Walk - May
o Corona del Mar Scenic Sk - June
• 16th Annual Art in the Park - September
o Concerts on the Green - August - September
o Earth Day at the Bay - April 2020
o Newport Beach Certified Farmers Market - ongoing
Task 2.7 Deliverables
• Design and facilitation of up to four (4) Pop -Up Workshops
• One (1) draft and one (1) final summary report of input received during the Pop -Up
events
Stakeholder Dialogues
2.8 Stakeholder Dialogues
Kearns & West will conduct interviews and conversations with stakeholders identified through
the Outreach Program to gather a broad range of perspectives are integrated into the outreach
process. Up to two members of the consultant team are anticipated to attend these meetings.
While a total number of stakeholder dialogues has not been identified, we anticipate up to 20
stakeholder dialogues at the front end of the process to quickly get the word out about the
project, convey the involvement process. ask for help in getting the word out, getting advice on
the best ways to engage the community.
RFP #19-69 - Community Engagement Related to a Future General Plan Update
Dialogues will take place with both stakeholders inside and outside Newport Beach (ie. City of
Costa Mesa, City of Huntington Beach, County of Orange Watershed and Coastal Resources
Division).
Task 2.8 Deliverables:
• Develop stakeholder list
• Facilitation of dialogue with stakeholders in Newport Beach at a cost -per -meeting basis
• Summary of key findings
2.9 Go -to Outreach
Using a "go to them" strategy, the Kearns & West Team team will attend up to ten (10) regularly
scheduled meetings of local groups, organizations, and/or churches to build community
enthusiasm and interest in the Listen & Learn process. Community organizations and interest
groups could include local churches and parishes, youth and senior groups, and philanthropic
groups as determined during Task 2.1. A short PowerPoint and/or set of display boards and
handouts will be prepared for use at these meetings, and made available for staff use at
additional meetings to expand the number of organizations reached through Go -to meetings.
Task 2. R Deliverables:
• Attendance at up to ten (10) meetings
• Presentation materials
• One (1) draft and one (1) final summary of input received
Citywide Consensus
2.10 Citywide Summit
During the Citywide summit, the project team and Steering Committee will report back what we
have heard throughout the process, including insight on the existing goals and policies. The team
will then present alternative articulations of the General Plan Vision developed through previous
community engagement for participants to review and move towards consensus. While the
format of the Citywide Summit will be determined through the Community Engagement and
Outreach Program and alongside City staff and the Steering Committee, we envision a large
community forum with breakout sessions and diving deep into Vision alternatives. After the
small group breakout, attendees would gather back together and participate in live polling
activities to affirm different elements of the Vision.
Task 2.10 Deliverables
• Preparation, coordination, set-up and facilitation of the Citywide Summit
• One (1) draft and one (1) final of all materials developed for Summit
• One (1) draft and one (1) final logistics plan prepared before Summit
RFP #19-69 - Community Engagement Related to a Future General Plan Update 6
• One (1) draft and one (1) final summary of input received
Task 3. Capturing Community Desires
3.1 Draft Vision Guide
Kearns & West will incorporate summaries and voices from each stage in the engagement
process and develop a draft Vision Guide. The draft Vision Guide will provide the following:
• In-depth information about perceived needs, issues, and opportunities
• Reactions that residents and stakeholders have to the existing goals and goal structure
• Consensus statement validated through both the City summit and online engagement
The draft will be in a format for City staff and Steering Committee to review and comment upon.
Feedback will be incorporated into the Vision Guide to be hosted on the online portal.
Task 3.1 Deliverable.
• One (1) draft Vision Guide
3.2 Final Vision Guide
Based on the feedback and guidance from City staff and the Steering Committee, the Vision
Guide will be updated and formatted into a "final" version. The guide will be available through
the EngagementHQ online platform, or portal. This platform will be a continuation of the project
website and engagement tools and serve as a compendium of all the voices engaged in the
process, from neighborhood discussions to online mapping and citywide summits.
Task 3.2 Deliverables
• One (1) draft review of the online portal and Final Vision Guide
• Final Vision Guide
RFP #19-69 - Community Engagement Related to a Future General Plan Update 7
EXHIBIT B
SCHEDULE OF BILLING RATES
Kearns & West, Inc. Page B-1
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers, employees and any person
or entity owning or otherwise in legal control of the property upon which
Consultant performs the Project and/or Services contemplated by this
Agreement.
B. General Liabilitv Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Kearns & West, Inc. Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement or shall specifically allow Consultant or
others providing insurance evidence in compliance with these requirements
to waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written express
waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers,
employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services
contemplated by this Agreement shall be included as insureds under such
policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation (except for nonpayment for which ten
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
Kearns & West, Inc. Page C-2
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
Kearns & West, Inc. Page C-3
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the required liability policies. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve
City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
Kearns & West, Inc. Page C-4
From: EXIGIS RiskWorks
To: Ramirez, Brittany
Subject: City of Newport Beach: Notice of Waiver for Kearns & West, Inc.
Date: Thursday, August 01, 2019 8:26:26 AM
Dear Business Partner,
City of Newport Beach has completed its review of the insurance documentation submitted on
behalf of Kearns & West, Inc. and has waived its standard insurance requirements.
The following comments were provided: no owned vehicles
No further action is required at this time. You will receive a renewal notice requesting the
submission of updated insurance documentation in advance of expiration.
If you have any questions, please contact EXIGIS Risk Management Services at
supportna exigis.com or 800-430-1589.
Thank you for your cooperation and timely fulfillment of this important request.
Sincerely,
EXIGIS Risk Management Services
On behalf of City of Newport Beach
800-430-1589
supportna,exi ig s.com
Organizational Unit: City of Newport Beach -> Community Development