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HomeMy WebLinkAboutECompliance, Inc. - 2012-08-20Name of Contractor: ECompliance, Inc. Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake —Huntington Central Park Software Services for Web Based Connections Amount of Contract: $20,000 Copy of contract distributed to: The original insurance certificate/waiver distributed t Initiating Dept. ❑ o Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ W'0 Date: �J Ll Name/ xt nsion City Attorney's Office f ro IJ G:AttyMisc/Contract Forms/City Clerk Transmittal PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND ECOMPLIANCE INC., A CALIFORNIA CORPORATION FOR SOFTWARE SERVICES TO PROVIDE A WEB -BASED CONNECTION TO THE STATEWIDE CERS (CALIFORNIA ENVIRONMENTAL REPORTING SYSTEM) HAZARDOUS MATERIALS REPORTING DATABASE VIA THE ORANGE COUNTY HEALTH CARE AGENCY'S 'E-SUBMIT' ELECTRONIC REPORTING PORTAL. 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 ECompliance, Inc., a California Corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide web -based software and associated maintenance 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: 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 Bijon Fouladi who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. agree/surfnet/professional sves to $49 12_07 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on j , 20 % (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 December 31 2012 for initial software set-up and deployment 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 twenty thousand Dollars ($20,000). 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 agree/surfnet/professional svcs to $49 12.07 2 of 11 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." 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 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 agree/surfnet/professional svcs to $49 12-07 3 of 11 applicable. The policy limits do not act as 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 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 agree/surfnet/professionalsvcs to $49 12-07 4 of 11 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; 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. agree/surfnet/professionalsves to $49 12-07 5 of 11 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 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. agree/surfnet/professionalsvcs to $49 12.07 6 of 11 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. 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: City of Huntington Beach ATTN: William 'Bill' Reardon, Fire Marshal 2000 Main Street Huntington Beach, CA 92648 agree/surfnet/profession alsvcsto $49 12-07 TO CONSULTANT: eCompliance, Inc. ATTN: Bijon Fouladi, President 1 Otis Street San Francisco, CA. 94103 7of11 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 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 agree/surfnet/professional sves to $49 12-07 8 of 11 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 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. agree/surfnet/professional svcs to $49 12-07 9 of I I 08/14/2012 12:39 4154373978 ECOMPLIANCE,INC. PAGE 02/02 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 parry 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 Tbis Agreement shall: be governed Wd coxastrued in accordance: with ft 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 text's 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. COINSUTANT's initials 28, ENTIRETY The parties acknowledge and agree that they are entering l to this Agreement iiceely 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, agreemonts or warranties, oral or otherwise, have been made by that party or anyone acting on that party's agreelsnrihar/pmfessional sves to $49 — 10 of 1 12-01 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. CONSULTANT, eCompliance, Inc., a California Corporation COMPANY NAME t� By:� print name ITS: (circle one) Chairman/President/Vice President AND By:� q 1 print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer agree/surfnet/professionalsvcs to $49 12-07 11 of 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Director/Chief t�(�6S-g (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: ity Attorney D�Z S I SM I .2- Date`s EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) In 2008 the California Legislature passed legislation (AB 2286, Feuer) requiring the development of a web -based reporting system that would allow businesses required to report their hazardous materials inventory to the local emergency response agency (per H&SC 25500 et seq) to do the reporting electronically on or before January 1, 2013. The task of developing this system was delegated to the California Environmental Protection Agency (CalEPA), and they have since developed the reporting system, known as the California Environmental Reporting System (CERS). The local CUPAs (Certified Unified Program Agencies, the local environmental regulatory authorities), have been designated as the lead agencies at the local level that will control connection to the CERS database, and the local Participating Agencies (PAs within the local CUPA program) are required to follow the lead of their local CUPA to connect with CERS (CalEPA Unified Program Bulletin #1011-01, April 8, 2011). The Orange County Health Care Agency/Environmental Health Division is the local CUPA within the County of Orange (the OC-CUPA), and fire departments (such as the Huntington Beach Fire Department) are the Participating Agencies within the CUPA program. Rather than connect directly to the no -cost CERS system, the OC-CUPA decided to develop an intermediary system based on their existing in-house database software program (`Envision Connect' from Decade Software). Decade Software, working with another software vendor, ECompliance Inc., a California Corporation (EComplaince, has developed a hazardous materials reporting module for the Envision Connect program that allows both the OC-CUPA and PAs to connect to the CERS database. The module, known as `E-Submit' (hereafter referred to as the EXHIBIT A `portal'), is an electronic web -based portal that allows businesses to electronically report, record, and update their hazardous materials inventory through the internet, and allows the OC-CUPA and PAs to review business submissions, monitor changes, and have web -based access to the information in the event of a hazardous materials release incident at a business, including allowing the granting of access to neighboring PAs (fire departments) in the event an incident requires multi -agency or mutual aid assistance. While web -based, the portal system also provides for hazardous materials information access during loss of the internet (power outages, etc) by having the information backed up onto laptop computers. The structure of the portal developed by the OC-CUPA, Decade Software, and ECompliance requires that the PAs contract independently with ECompliance for portal connection services. This allows the PAs (like the Huntington Beach Fire Department) to maintain control of the information submitted by their local businesses, both to maintain its integrity and to maintain access to the information by others under `right -to -know' legislation (as per H&SC 25506). In consideration of the Fees for Services set forth in Exhibit B to provide the Huntington Beach Fire Department with connection to the portal , and payable hereunder, ECompliance agrees to provide technical, operational, and training services needed to implement the portal connection and to integrate the portal with the City's existing databases and software applications, including, but not limited to, remote technical assistance and consultation to the City's staff and regulated facilities within the City's jurisdiction via telephone or e-mail as shown in Exhibit C, "Support Services." ECompliance agrees to provide the City, as part of the technical, operational, and training services hereunder, all revisions, updates, improvements, modifications, and enhancements (the "Updates") to the portal to allow the City to interconnect with the portal database. An update, EXHIBIT A once incorporated by the City into the portal, shall be considered part of the portal for all purposes hereunder and shall not cause a loss of existing functionality. All such updates shall be provided at no extra cost as part of the annual maintenance and service fee. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: SET-UP: 1. Coordinate with the City to establish a schedule for deployment 2. Load City -provided images (such as City seal or Fire Department seal) into the OCHCA server and register the City within the network. ECompliance shall not change the provided images without the City's written consent. 3. Provide the City with necessary administrator passwords and credentials for the software to ensure the City access to the hazardous materials information in the event ECompliance's services are disrupted. 4. Provide sample operational directives and deployment tools. SOFTWARE CONFIGURATION: 1. Supply and facilitate the transfer of existing business hazardous materials data from City's Firehouse database to the portal database. 2. Coordinate review of the transferred data with the City's staff, resolving any transfer issues. C. CITY'S DUTIES AND RESPONSIBILITIES: SET-UP: EXHIBIT A 1. Coordinate with ECompliance to establish a schedule for deployment. Deployment will include a migration of business' hazardous materials data from the City's existing Firehouse database to the E-Submit portal. 2. Provide blank copies of the City's forms currently used for the hazardous materials disclosure program to allow these to be uploaded to the portal. Provide ECompliance with all logos and other required artwork to personalize the portal. 4. Provide timely response to any ECompliance questions which may arise during the set-up and customization process. 5. Provide hardware (laptop computer) onto which ECompliance software can be loaded for mobile accessing of businesses' hazardous materials data during emergency response incidents. Current need if for 1 laptop. SOFTWARE CONFIGURATION: 1. Supply ECompliance with access to current hazardous materials business data currently in Firehouse to facility transfer of data onto the OCHCA database. 2. Review transferred data to ensure accuracy, and coordinate missing data issues with ECompliance. 3. Coordinate with ECompliance for staff training. COMPLETION CRITERIA FOR INITIAL DEPLOYMENT: The set-up and configuration services are considered complete, and the ECompliance system accepted, when the ECompliance software is accessible to regulated facilities within the City's jurisdiction and a successful electronic submission has been made by a regulated facility. EXHIBIT A D. WORK PROGRAM/PROJECT SCHEDULE: Initial Set-up Fee: $20,000 Includes: • Integration of Client BEP/Hazardous Materials Disclosure Program data into the portal database; • Configuration of one city -supplied stand-alone emergency response laptops, with data synchronizing between laptops and database; • One time upload of data from existing data system(s); • Maintenance services for the initial year's service; • Development of data download and export capabilities; • Web -based PA to CUPA transfer interface. • Payment will be based as follows: -To initiate Deployment; $8,000.00 -Upon successful deployment and transfer of data to/between the portal database; $8,000.00 -Upon successful data entry by a regulated facility within the City, and approval of the entry by City staff. $4,000.00 ANNUAL MAINTENANCE & LICENSING FEE FOR THE INITIAL CONTRACT TERM: $10,000.00* (For information purposes: City professional services contracts have a maximum duration of three years before requiring review and renewal). SUPPORT SERVICES Regular Hours (Pacific Standard Time) After Hours (Pacific Standard Time) EXHIBIT A Hours: 0900 to 1700 hours Hours: 1700 to 0900 hours Monday through Friday (excluding Holidays observed by the U.S. Federal Government) Saturdays, Sundays, and Holidays observed by the Federal Government. Contact by voice/phone: 415-437-3980 Contact by voice/phone: NA Contact by e-mail: info@ECompliance.net Contact by e-mail: info@ECompliance.net INCIDENT/REQUEST FOR SERVICE PRIORITY All support and maintenance incidents/requests for services will be prioritized as follows: Priority Definition A Product is stopped to the point that critical business activities cannot continue. Includes loss of use of major features, file system corruption, data loss, security issue, system outage. B Issues or features of the product prevent normal operations. C Non -critical features, for which a convenient or normal work -around exists, or a feature which functions unexpectedly. Response Time The following table outlines the response times for each priority level listed above: Priority Response Time During Regular Hours After Hours Response Time A Within 48 (forty eight) hours of ECompliance receipt of verbal, written, or electronic notice from the City staff. If ECompliance cannot resolve a Priority issue A within 2 (two) business days of original notification, ECompliance will provide the City with reports of its efforts to correct the Priority Issue A Within 48 (forty) hours from the time of notification of ECompliance through voice mail or email. B Within 72 hours of ECompliance receipt of verbal, written or electronic notice thereof. Correct the Priority Issue A within 2 business days of the original notification. If the Priority B EXHIBIT A Issue is not corrected within two business days of original notification, ECompliance will provide the City with ongoing reports of its correction efforts. NA C As time permits or included in the next scheduled update to the software/hosted service. NA INCIDENT / REQUEST FOR SERVICE REPORTING PROCEDURE All problems, queries, or requests for assistance must be made to ECompliance at info@ECompliance.net, or by calling ECompliance's support line at 415-437-3980 during regular business hours of service. The City must be prepared to leave a contact name, phone number, screenshots, and a description of the problem/service, and the impact of the problem/service on current operations. ECompliance will contact the following City contacts when responding to reported problems in the following order: Primary: Fire Department representative making the request for assistance. Secondary: Fire Department IT representative. ECompliance's resources will work with the City to diagnose the problem. After investigating the issue, ECompliance will jointly categorize the problem into: Type of Problem Ownership Server / Hardware Problem Orange County Health Care Agency/Environmental Health Division Desktop Hardware Problem City Isolated Workstation Issue City Database Performance/Storage ECompliance EXHIBIT A Related to Application of Software ECompliance ECompliance will deal with the problem/incident according to the priority assigned. In the event a problem cannot be readily resolved, ECompliance will attempt to identify a work -around. As soon as ECompliance corrects an issue, they shall notify the City that the issue has been corrected by sending an electronic message and a confirming phone call to the Fire Department contact. EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Hourly Rate for Authorized Extra Work: $150.00 • Maintenance & License fee increases will be based on the average Consumer Price index (currently at 3%) for the contract term. On -Site Support Authorized by the City: $1500.00 • Includes all costs and expenses, including travel time and lodging B. Travel Charges for time during travel are not reimbursable. C. Billiniya 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. 1 Exhibit B 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. 2 Exhibit B E-Reporting System Explanation (Abbreviated) Linda S. Adams Secretary for Environmental Protection n The deadline is January 1, 2013 (And you reed to be ready!) t / f Cal/EPA in coordination with the CUPA Forum Board, State Water Resources Control Board, Department of Toxic Substances Control, Office of Emergency Services, and the State Fire Marshal's Office has prepared this first in a series of bulletins as an introduction to the changes ahead. The following information is to assist you in the initial planning for your agency and your regulated community to convert from paper reporting to electronic reporting. To assist us, we have a short survey on the back page for you to complete. Early planning and implementation can significantly benefit your organization and your regulated community. For more information you can contact Jim Bohon of Cal/EPA at jbohon(@-calepa.ca.gov or Corey Vincent at cupa srcity.org. INTRODUCTION Assembly Bill 2286 requiring Unified Program electronic reporting has been passed. It requires the electronic submittal of Unified Program data by 2013. Data will be exchanged and shared in several ways, as shown below: The regulated community will be able to submit data directly to their local UPA. Cal/EPA will serve as a "virtual data warehouse." Alternatively, the regulated community will be able to exchange data with Cal/EPA. Cal/EPA will in turn exchange specific data with US EPA and will create a public access website that will display information mandated to be provided to the public. PA. ("luviN WON) ry ON 1 t3EA art / Regulated' Businesses Cal/EPk . US EPA The Public (Webspte) ERB-01 Page 1 of 1 10/02/08 HOW WILL THE TRANSITION TO E-REPORTING BE FUNDED? The bill provides a funding mechanism for the transition to e-reporting. Each regulated business will be required to pay up to $25 per year for three years via the Unified Program service charge process. This will result in a total of approximately $10 million. Of this amount, about $2 million, will remain with Cal/EPA for the development and ongoing maintenance and support of the state's data submission portal and data exchange system. The remaining approximately $8 million will be distributed to or used directly to support the UPAs. A mechanism of fund allocation and distribution is currently being developed. These funds or services contracted by Cal/EPA will be available to UPAs to fund various aspects of the transition to e-reporting. WHAT IS THE STATE'S ROLE DURING THE TRANSITION PROCESS? The state's role is to coordinate the transition process and to provide for technical support as well as funding. WHEN SHOULD I GET STARTED? You should start now. Delaying may seem desirable but there are potential issues that could develop and there are benefits to be gained by starting this process early. For example, there may be too many agencies at the end to allow the desired level of assistance that each may want. Starting early will enable your agency to receive adequate technical support and will lessen the impact on state resources at the end of the process. Resources may be limited nearer the deadline because many agencies will be working to meet the deadline. WHICH UPAS ARE CURRENTLY UTILIZING FULL E-REPORTING? • City of Palo Alto; • City of Santa Clara; • City of Santa Rosa. Additionally, there are a number of local agencies, such as Sonoma County, actively preparing to transition in the near future. Each of these agencies has valuable experience that they can share with the transition team and directly with other local agencies. WILL E-REPORTING RESULT IN MORE WORK FOR THE UPAS? The e-reporting process is designed to mesh with whatever data management tool you may already use. Initially, UPAs may need to spend additional time assuring that all regulated businesses are capable of e- reporting. Mechanisms such as a publicly accessible computer may expedite this process. UPAs may want to consider utilizing funds from the service charge enhancement to pay for data entry services to assure the initial upload of all local data. One of the project's goals is to avoid duplicative data entry by local agencies and the regulated community. WHAT ARE THE BENEFITS TO UPAS? • Elimination of periodic UPA to state reporting; • Better availability of data for emergency response and planning purposes; • Elimination of need to physically provide Hazardous Materials Business Plan data to local fire agencies within 15 days as each fire agency will be able to log in and download emergency response data for their jurisdiction; • Standardized chemical database to reduce the amount of work by agency and regulated business staff to research hazard properties of commonly reported materials; • Reduction in local agency staff time keying data into local data management systems; • Enhanced UPA data management systems that can be the foundation of electronic field inspection systems. ERB-01 Page 2 of 2 10/02/08 CUPA/PA Electronic Report Responsibilities: H & SC 25404 (e)(2)(A) states that the state shall prescribe an XML or other compatible web -based format for the transfer of data from CUPAs and regulated businesses. H & SC 25404 (e)(4) states that no later than three years after the statewide information database is established each CUPA, PA, and regulated business shall report program data electronically. Orange County's Certified Unified Program Agency utilizes Decade's Envision Connect database as a transfer connection to the state's Unified Program database, CERS, which limits its direct connections to CUPAs and regulated businesses. Due to Orange County's CUPA and PA structure within their Unified Program and the need to accept data from the PAs electronically, Orange County established a Portal which allows the PAs to manage and submit program data electronically to the CUPA for eventual upload to the CERS database. OC CUPA Responsibilities • Transfer regulated business and inspection and enforcement data to the state database CERS. • Receive and review regulated business program data electronically. • Receive regulated business program data and inspection and enforcement data from the Participating Agencies electronically. • Provide an electronic means for Participating Agencies to transfer the data to the CUPA. • Develop a coordinated electronic reporting transition plan for Orange County's CUPA and PAs. • Meet routinely with the Participating Agencies to assist in the electronic reporting transition. • Develop resource documents to assist the PAs and regulated businesses in their e-reporting transition. • Provide a Portal Coordinator to issue username/passwords to Orange County regulated businesses. Participating Agency Responsibilities • Transfer regulated business and inspection and enforcement data electronically to the CUPA. • Receive and review regulated business program data electronically. • Coordinate with the CUPA on the e-reporting transition. • Meet routinely with the CUPA to coordinate the e-reporting transition. • Assist with educating regulated businesses on their e-reporting transition. Grant Agreement with Cal -EPA (3 pages of 22 page agreement) x. CALIFORNIA ENVIRONMENTAL PROTECTION AGENCY 1001 1 STREET, SAMILMPNTO, CALIFORNIA 95814 • P.O. BOX 2815, SACRAME\TTO, CALIFORNIA 95812-2815 LArD,4 S. ADA3is (916) 323.2514 • (916) 324-0908 FAX - C+WW.CALHPA,CA.GOV ACI'1N0 SECRETARY FOR ENVIRONME\r(AL PROTECtION August 4, 2011 Mr. Patrick McIntosh Huntington Beach Fire Department 2000 Main Street Huntington Beach, California 92648 Dear Mr. McIntosh: EmuND G. BR01wjR. GOVERNOR The California Environmental Protection Agency (Cal/EPA) has received and signed the Electronic Reporting Grant Agreement for the Huntington Beach Fire Department Participating Agency. Please find the enclosed copy of the signed Grant Agreement for your records. If you have not already done so, please send your local resolution to Cal%EPA Unified Program Section (if applicable) in order to receive your. initial advance allocation of the grant. If a local resolution has already been submitted, your initial advance check will be processed. If you need further assistance or have questions, you may contact Catherine Gause at (916) 445-6812 or UPGrants@calepa.ca.gov. Sincerely, 4iM-Bohon, Manager Unified Program California Environmental Protection Agency Enclosure AIR RESOL IRCES BOARD • DEPARTMENT OF PESTICIDE REGI IIATION - DEPARTMMw OF TOXIC SUBSTANCES CONTROL OFFICE OF ENVIRONMENTAL HEALTH H.VARD ASSE5,S.11EKT STATE WATER RESOURCES CONTROL BOARD - REGIONAL WATER Q1IALITY CONTROL BOARDS 0 Printed on Recycled Paper CERTIFIED UNIFIED PROGRAM AGENCY ELECTRONIC REPORTING GRANT AGREEMENT BETWEEN THE CALIFORNIA ENVIRONMENTAL PROTECTION AGENCY AND HUNTINGTON BEACH FIRE DEPARTMENT CERTIFIED UNIFIED PROGRAM AGENCY AGREEMENT NO. G10-UPA-33 State and Grantee hereby agree as follows: 1. PROVISIONS. The following statute authorizes the State to enter into this Grant Agreement: a. California Health and Safety Code, division 20, chapter 6.11, section 25404 2. PURPOSE. The State shall provide a grant to and for the benefit of the Grantee for the purpose of allocating monies from the regulated businesses oversight surcharge to the Certified Unified Program Agencies (CUPAs). Assembly Bill 2286 authorizes the Secretary to use funds from the oversight surcharge to provide certified unified program agencies and participating agencies assistance in implementing electronic reporting requirements through grant funds for the purposes of the system. Up to 25% of the grant is authorized to be paid in advance on approval of the grant application. 3. GRANTAMOUNT. $ 20,000 a. Advanced Payment Amount. $ 0.00 4, TERM OF AGREEMENT. The term of the Agreement shall begin on January 1, 2010, and end on March 31, 2013. ABSOLUTELY NO GRANT DISBURSEMENT REQUESTS WILL BE ACCEPTED AFTER June 1, 2013. 5. REPRESENTATIVES. Either party may change its Representative(s) upon written notice to the other party. The Representatives during the term of this Agreement will be: California Environmental Protection Agency GRANT MANAGER James Bohon 1001 "1" Street, 2nd Floor Sacramento, California 95814 Phone 916 327-5097 Fax 916 322-5615 Email: 'bohon cale a.ca. ov GRANTEE GRANT CONTACT if different from Project Director Name of Project Director, Title: Patrick McIntosh, Fire Chief Name: Dave Smythe, Hazardous Materials Specialist Street Address: 2000 Main Street Street Address: 2000 Main Street, 5th Floor City, Zip: Huntington Beach, CA, 92648 City, Zip: Huntington Beach, CA. 92648 Phone: 714 536-5401 Phone: 714 536-6469 Fax: 714 374-1551 Fax: 714 374-1551 e-mail: Patrick. mci ntoshsurfcii -hb.or e-mail: dsm the surfgit-tlb.or 6. STANDARD AND SPECIAL PROVISIONS. The following exhibits are attached and made apart of this Agreement by this reference: Exhibit A REPORTING AND GRANT DISBURSEMENT PROVISIONS Exhibit B SPECIAL AND GENERAL PROVISIONS Exhibit C GRANT APPLICATION Exhibit 0 TRANSITION PLAN Huntington Beach Fire Department Electronic Reporting Grant Agreement No. GIO-UPA-33 Page 2 of 7 GRANTEE REPRESENTATIONS. The Grantee accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the Grantee in its application, accompanying documents, and communications filed in support of its request for grant funding. 8. DEFINITIONS. The following defined terms apply throughout this Agreement: "Cal/EPA" means the California Environmental Protection Agency; "CUPA" means the Certified Unified Program Agency; "Grantee" means the Huntington Beach Fire Department; "PA" means the Participating Agency; "Electronic Reporting" means the Electronic Reporting requirements of Assembly Bill 2286 "Secretary" means the Secretary of the California Environmental Protection Agency; and "State" means the State of California, including Cal/EPA. IN WITNESS THEREOF, the parties have executed this Agreement on the dates set forth below. Granlee Signature Ia. IJA'tvq'tVSA Grantee Name, Title (Typed/Printed) Date APPROVED AS TO FORM JENNIP13R Ma TII, City Attomey By�4 64 Deputy Cily Atlomey -T h tl 11 Donald A. Johnso ssistant Secretary California Environ ental Protection Agency Date Huntington Beach Fire Department Electronic Reporting Grant Agreement No. G10-UPA-33 Page 3 of 7 EXHIBIT A REPORTING AND GRANT DISBURSEMENT PROVISIONS A. REPORTING PROVISIONS 1. The Grantee shall prepare and submit a Transition Plan Status Reports, including Grant Disbursement Request form for documentation of expenditures, to the Cal/EPA Grant Manager at the following address: California Environmental Protection Agency Unified Program Section Attn: Brittani Donnachie 1001 "1" Street, 2nd Floor Sacramento, California 95814 2. The Transition Plan Status Report and Grant Disbursement Request Form will be provided by Cal/EPA upon the approval of the Grant Application. 3. Each report shall have a cover letter certified by the Project Director or the Grant Contact. 4. For purposes of the Electronic Reporting Implementation Status Reports, the reporting period is as follows: Report Reporting Period Report Due Date Report 1 June 1, 2010, to September 30, 2010 !November 1, 2010 Report 2 October 1, 2010, to December 31, 2010 February 1, 2011 Report 3 January 1, 2011, to March 31, 2011 May 1, 2011 Report 4 April 1, 2011, to June 30, 2011 August 1, 2011 Report 5 July 1, 2011, to September 30, 2011 November 1, 2011 Report 6 October 1, 2011, to December 31, 2011 February 1, 2012 Report 7 January 1, 2012, to March 31, 2012 May 1, 2012 Report 8 April 1, 2012, to June 30, 2012 August 1, 2012 Report 9 July 1, 2012, to September 30, 2012 November 1, 2012 Report 10 October 1, 2012, tobecember 31, 2012 February 1, 2013 Report 11 January 1, 2013, to March 31, 2013 May 1, 2013 B. GRANT DISBURSEMENT PROVISIONS 1. Grant Disbursement Request Forms shall be used to depict the expenditures incurred by the Grantee in implementation of Electronic Reporting throughout the period of performance. 2. The grant disbursement request shall include all Electronic Reporting implementation expenditures incurred by the Grantee during the reporting period. 3. The Grant Disbursement Request Form shall be submitted as an attachment to the Transition Status Report, in accordance with the submission schedule provided above. 4. The Grantee shall use the Grant Disbursement Request Form template format provided by Cal/EPA. !21 Preliminary Timeline Smythe, David From: Smythe, David Sent: Friday, July 13, 2012 2:54 PM To: Bijan Fouladi Cc: Reardon, Bill; Duong, Mia; Narciso, Mark; Zamanian, Behzad Subject: RE: E-Reporting Contract for Huntington Beach Just to summarize what we discussed about implementing the Ecompliance E-reporting software. Also included a few others here in Huntington Beach to keep them in the loop, and if they have any questions about implementation. Mark & Behzad are from our IT department, Mia Duong will be working with me on data review/entry/business contact issues, and Bill Reardon OKs bill for payment. Timeframe is Sept 1 through October 1, which should give us enough lead time to get any concerns addressed by Sept 1. September 1 - Start implementation process (Sept 1 is a Saturday, Sept 3 is Labor Day, so let's start plan to start the implementation `laboring' on Sept. 4). Meeting(s) (e-meetings or ??) to facilitate familiarization with the systems (the 'systems' are the OCHCA's E-Portal and the e-compliance software that'll be here in HB that connects to the E-Portal). Training Sessions: a. 'Business interface' - how a business sees the portal, how they use it, and how we can log onto their account to help them get familiar with the software. b. 'Reviewer Interface' — How we (HBFD) staff will review and accept/decline business data submitted to us. c. 'Responder / Firefighter interface' —overview of how responders out in the field with access that data. October 1— Projected date to go live. NOT all our businesses will be on the system by Oct 1— we're looking at moving them onto it in the next year, keeping our current'FireHouse' software data available for responders to use during the transition. Call me if any questions. FOR From: Bijan Fouladi[mailto:fouladi@ecompliance.net] Sent: Friday, July 13, 2012 1:17 PM To: Smythe, David Subject: Re: E-Reporting Contract for Huntington Beach can you talk now? my number is 415-437-3979 on 7/11/2012 7:26 AM, Smythe, David wrote: Are you available Friday afternoon? Usually pretty slow around here, so I should be in from 1PM-5PM. From: Bijan Fouladi [mailto:fouladiCciecompliance.net] Sent: Monday, July 09, 2012 6:15 PM To: Smythe, David Subject: Re: E-Reporting Contract for Huntington Beach sorry i missed you today - I'll try you tomorrow. On 7/9/2012 7:39 AM, Smythe, David wrote: • I'm here today (Monday). I'll be out in the early afternoon, but available after 413M. From: Bijan Fouladi [mailto:fouladi(&ecompliance.net] Sent: Thursday, July 05, 2012 4:10 PM To: Smythe, David Subject: Re: E-Reporting Contract for Huntington Beach Everything looks good. What's a good time for us to talk next week? Are you available Monday? On 7/2/2012 7:15 AM, Smythe, David wrote: Bijon; Any concerns with the contract I sent you a few weeks ago? Let me know so we can get the software implemented here in Huntington Beach. You can send me an e-mail this weeerything looks goodk (we have a biggy fireworks show on July 4, so we're in "World -War III" mode this week), or leave me a message on my phone (we're changing phone systems this week in the Fire Dept; we've been assured it'll be 'seamless' and the phones will still take messages). Have fun there in San Francisco on July 4! From: Bijan Fouladi [mailto:fouladi(&ecompliance.net] Sent: Tuesday, June 19, 2012 8:48 AM To: Smythe, David Subject: Re: E-Reporting Contract for Huntington Beach It looks good. I'll call you later today or tomorrow. On 6/19/2012 8:46 AM, Smythe, David wrote: Bijon; Checking to see if you have any questions on the E- reporting software contract sent to you a few weeks ago. Haven't heard anything, so if you have any questions please let me know. Dave Smythe Contractor's Insurance Information (This is a software service contract that sloes not require professional registration/certification) ECOMINC-01 AYDA CERTIFICATE OF LIABILITY INSURANCE DATD,YYYY) 8/14/214/2012 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 pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (559) 432-0222 DlBuduo & DeFendis Insurance Brokers, LLC License#OE02096 P.O. Box 5479 Fresno, CA 93755-5479 NAME: PHONE PAX c N t: Arc No: EMAIL ADDRESS: INSURER ($) AFFORDING COVERAGE NAIC # INSUREP A: Maryland Casualty INSURED eCompliance, Inc. One Ottis Street San Francisco, CA 94103- INSURER B: Philadelphia 1ndemn4 Insurance Company 18058 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS 15 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 TYPE OF INSURANCE DDL SUER POLICY NUMBER MMIDDIYYYY MMIDDfYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR PPS03480847 2/6/2012 2/6/2013 DAMAGE PREMISES Ea occurrence $ 1 000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ Exclude GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS -COMP/OPAGG $ 2,000,000 $ X1 POLICY PJEC�RO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LI T Ea accident $ BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTYDA1vIAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETDR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? El N / A WC STATU- OTH- ORY LIMITS I I E E.L. EACH ACCIDENT $ (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE � POLICY LIMIT $ B Professional Liability PHSD734957 6/11/2012 6/11/2013 $1,000,000 $5,000 De B Professional Liability PHSD734957 6/11/2012 6/11/2013 Claims Made Policy DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Retro Date: 6/11/2009 APPROVED AS TO FOAM MeNNIMR WGRAA itY Attic y , ,9�z2k ) Z I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y g ACCORDANCE WITH THE POLICY PROVISIONS. Attn: William "Bill" Reardon, Fire Marshall 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92648- — T Q 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD,