HomeMy WebLinkAboutEconomics, Inc. - 2016-05-17 Pu`
AMENDMENT NO. 1 TO AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ECONOMICS,INC.
FOR
SUSTAINABLE BUSINESS CERTIFICATION GRANT PROGRAM
IMPLEMENTATION ASSISTANCE
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH,a California municipal corporation,hereinafter referred to as
"CITY,"and ECONOMICS,INC.,a Colorado corporation,hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY and CONSULTANT are parties to that certain agreement,
dated May 17,2016,entitled"Professional Services Contract Between the City of
Huntington Beach and EcoNomics,Inc. for Sustainable Business Certification Grant
Program Implementation Assistance,"which agreement shall hereinafter be referred to as
the"Original Agreement;"and
Since the execution of the Original Agreement, CITY and CONSULTANT wish
to amend the Original Agreement to reflect the additional work to be performed by
CONSULTANT,and the additional compensation to be paid in consideration thereof by
CITY,
NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows:
1. ADDITIONAL WORK
CONSULTANT shall provide to CITY such additional services as
required by CITY,as described in the Amended Scope of Work provided to CITY dated
August 5,2016,a copy of which is attached hereto as Exhibit"A,"and incorporated by
this reference as though fully set forth herein.
2. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed hereunder as
described in Section 1 above,CITY agrees to pay CONSULTANT,and CONSULTANT
agrees to accept from CITY as full payment for services rendered,an additional sum not
to exceed Four Thousand Dollars($4,000.00),in addition to the original amount of Ten
Thousand Dollars($10,000.00), for a new total not to exceed amount of Fourteen
Thousand Dollars($14,000.00).
3. REAFFIRMATION
Except as specifically modified herein,all other terms and conditions of
the Original Agreement shall remain in full force and effect.
1
RLS 8/8/16/16-5389/141591/DO
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be
executed by and through their authorized officers on' X'CA
CONSULTANT, CITY OF HUNTINGTON BEACH,
ECON CS, INC. a manic pal corporation of the State of California
By:
RAJ
print nam Citphagaker
ITS: (circle one)&hairmanCesiden ice President
AND
REV APPROVED:
By: -�S'c 6--�
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ITS: (circle on ecre Chief Financial
Officer/Asst. Secretary-Treasurer
APPROVED AS RM:
City orney b\coo `q\op
Remive and Me
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City Clerk
2
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EXHIBIT A
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Proposal for Sustainable Business Certification Program Grant
Program Implementation Assistance
First Amendment
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EC 0
Submitted by EcoNomics, Inc.
August 5, 2016
Section 1: Amended Scope of Work
EcoNomics proposes the following amended scope of work to assist the City with the
implementation of its grant-funded Sustainable Business Certification Program (SBCP).
EcoNomics has been working with businesses in the Oak View neighborhood since February
2016. As of August, two businesses (Marisela the Seamstress and Oak View Library) have
completed the certification process and three more are in the midst of the certification process
(CIELO,OVRP, and Rico's Tacos).The City's CBO partners, CIELO and OVRP, are working diligently
to recruit more businesses, but the progress in certifying businesses in the Oak View
neighborhood has proven slower and more labor intensive than initially anticipated for the
following reasons:
i. Language Barriers: Due to the significant language barrier between staff and the
community, an interpreter has been present for every meeting with businesses in the
Oakview community. For sake of future programs, having access to translators is
absolutely necessary unless program coordinators are fluent in Spanish or the primary
language spoken in the community. Spanish checklists are definitely necessary in this
case. Translation into various languages could help future programs in disadvantaged
communities such as Oakview.
ii. Sustainability as a new concept: Many of the businesses in the Oakview neighborhood
have not been exposed to the concept of sustainability. Therefore, there is a lot of
context-building when describing some key sustainability concepts. Fortunately, many
of the principles of sustainability are in agreement with the way many of these home
based and minority owned businesses operate. For example, the seamstress that the
City is in the process of certifying buys refurbished sewing machines as a means to
reduce capital costs. This purchasing policy keeps e-waste out of the landfill and
stimulates the market for recycled, and refurbished products.
iii. Skepticism/Distrust of Government: In general, and particularly in the Oakview
neighborhood of Huntington Beach, there is a distrust of local government. Partnering
with a non-government entity has been essential to engender trust in the Oakview
Business Community. The CIELO partnership is absolutely essential from a trust building
standpoint and a first point of contact in the community. CIELO is a fairly unique type of
non-profit partner. Not all communities may have an incubator geared for
disadvantaged businesses. This is something to factor in. Going forward, our team will
try to identify elements of things that CIELO does that are unique and things that other
non-profits would commonly offer in similar communities.
iv. Business Licenses: In Huntington Beach, it is required for participating businesses to
have a business license. We are finding that many disadvantaged businesses do not, nor
do they necessarily comply with all applicable health and safety laws. This may limit the
pool of viable participants and without an organization like CIELO that helps businesses
attain their business licenses, more businesses would be turned away from participating
in the program.
As a means to conserve budget, EcoNomics is proposing the following cost-saving measures:
1. Increase the involvement of City staff, CIELO, OVRP, and interns to provide support
on the following certification components:
a. Business license and general compliance check
b. Coordinating leads from CIELO and scheduling initial consultation
c. Assistance with researching alternative cleaning chemicals and compiling list of
recommendations
d. Assistance with verifying MSC certification for seafood sales
e. Assistance with identifying items with post-consumer content to replace items
with virgin fibers
f. Assistance with developing signage
g. Assist with coordinating site assessments from utility partners, as needed
h. Assist with liaison between CIELO and businesses to coordinate the use of mini-
rebate
i. Other research and support items as identified on a case-by-case basis
2. Utilize EcoNomics staff with lower hourly rates for specialized tasks, where appropriate
3. Utilize utility partners to assist with site assessments to identify rebate opportunities
and efficiency retrofits
Additionally, the following tasks will be completed to ensure the grant goal of 10 — 20
businesses in the Oakview neighborhood will be certified by December 31, 2016.
Task 1:Assistance with Green Businesses Certification for 10 Businesses
EcoNomics will assist the City with certifying businesses. In order to meet grant obligations,
EcoNomics will certify at least 10 businesses within the Oak View neighborhood. It has proven to
be effective to hold an initial consultation with interested businesses to walk through the
criteria. From our experience, depending on the size and types of businesses, the initial
consultations to review the criteria have taken between 1.5 — 6 hours. During these
consultations, EcoNomics identifies and verifies criteria items that the business has already
implemented and identifies criteria that the businesses needs to implement in order to be
certified. As part of its services, EcoNomics provides recommendations on how to comply with
the criteria. For example, a restaurant that is using polystyrene may ask for EcoNomics' help to
identify alternatives. Further, EcoNomics can assist the business by entering the consultation
results into an online platform. Finally, EcoNomics can continue to check in with the business to
encourage it to complete its certification process and can conduct a final onsite verification to
confirm that all pending criteria have been implemented.
Work tasks for EcoNomics' comprehensive facilitation of the certification process includes:
multiple onsite meetings and verifications; assistance with entering the criteria information into
an online database; assistance in researching sustainable packaging and cleaning product
alternatives; assistance with coordinating with local utilities in identifying and requesting
rebates and incentives; assistance with developing signage to notify employees and customers
of green business practices; coordination with property management to request information
regarding landscaping water usage; and any other tasks needed to certify the business.
Depending on the degree of implementation of a businesses' sustainability programs and the
willingness of the business owner to take the time to become certified, EcoNomics' role may be
much more limited and the budget needed to certify a business may be less than projected.
Task 2:Assistance with Grant Reporting
The grant will require the City to report key metrics back to Ecology Action at least twice during
the term of the grant. EcoNomics will assist the City with developing grant reports and compiling
key data.
4 -
Section 2: Proposed Project Costs and Hourly Rates
Table 5.1.Table of Proposed Work Tasks and Projected Employee Hours and Cost
Task 3 Assistance with Green Businesses Certification for 10 businesses $3,000
Task 4 Assistance with Grant Reporting $1,000
Total $A,D00
Table 5.2: EcoNomics, Inc. Schedule of Hourly Fees
' yam ,
�. .—.,..- 7� -'„-c"-FF rim r [set '=ii
William O'Toole President $180
Trevor S. Blythe, MBA Vice President $110
Ian Bevan, MBA Coordinator, Program Implementation $90
Geiza Goulart da Silva Coordinator, Program Implementation $6S
The rates shown in Table 5_2 above are all-inclusive and include computer time, travel time and
expenses to and from client meetings,telephone, postage, and all other internal overhead costs.
,
CITY OF HUNTINGTON BEACH RECEIVED
Professional Service Approval Form AUG z 0 2016
;w- Amendment # 1 Finance D,�.`�Partment
1. Date Requested: 08/08/2016
2. Contract Number to be Amended:
3. Department: City Manager � �
4. Requested By: Antonia Graham MUjD$
5. Name of Consultant: EcoNomics, Inc. lr✓ ��99
6. Amount of Original/Prior Contract: $10,000.00
7. Additional Compensation Requested: $4,000.00 '19d
8. Original Commencement Date: May 17, 2016
9. Original Termination Date: May 17, 2019
10. Extended Date Requested:
11. Reason for Contract Amendment:
Grant assistance. It is extremely time consuming working with disadvantaged
businesses because many do not have basic licenses to operate in the City. Therefore,
City staff has to walk each business through getting a business license and working with
County agencies to satisfy restaurant licensing requiremnets. In order to be in
compliance with the grant the City must increase the P.O. to satisfy the number of
businesses the City must engage.
s
<7S,, /G
Purchasin6Approval Signature Date
12. Are sufficient funds available to fund this contract? Yes ® No ❑
13. Business Unit and Object Code where funds are budgeted.-
Account number Contractual Dollar Amount
Business unit. object# Fiscal Year 15/16 Fiscal Year Fiscal Year Fiscal Year
123430101.69365 $4,000 $ $ $
6 d6l
q Budget.App rova -+g►aature Date
yi
(_:/r'tme-t Head Signature Date
F lb
City ar6g r Approval Signature Date
economics amendment#1.doc
REV: February 2015
AMENDMENT NO. 1 TO AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ECONOMICS,INC.
FOR
SUSTAINABLE BUSINESS CERTIFICATION GRANT PROGRAM
IMPLEMENTATION ASSISTANCE
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation,hereinafter referred to as
"CITY," and ECONOMICS,INC.,a Colorado corporation,hereinafter referred to as
"CONSULTANT."
WHEREAS, CITY and CONSULTANT are parties to that certain agreement,
dated May 17,2016,entitled"Professional Services Contract Between the City of
Huntington Beach and EcoNomics,Inc. for Sustainable Business Certification Grant
Program Implementation Assistance,"which agreement shall hereinafter be referred to as
the"Original Agreement;"and
Since the execution of the Original Agreement, CITY and CONSULTANT wish
to amend the Original Agreement to reflect the additional work to be performed by
CONSULTANT,and the additional compensation to be paid in consideration thereof by
CITY,
NOW,THEREFORE,it is agreed by CITY and CONSULTANT as follows:
1. ADDITIONAL WORK
CONSULTANT shall provide to CITY such additional services as
required by CITY,as described in the Amended Scope of Work provided to CITY dated
August 5, 2016, a copy of which is attached hereto as Exhibit"A,"and incorporated by
this reference as though fully set forth herein.
2. ADDITIONAL COMPENSATION
In consideration of the additional services to be performed hereunder as
described in Section 1 above,CITY agrees to pay CONSULTANT, and CONSULTANT
agrees to accept from CITY as full payment for services rendered,an additional sum not
to exceed Four Thousand Dollars($4,000.00), in addition to the original amount of Ten
Thousand Dollars($10,000.00), for a new total not to exceed amount of Fourteen
Thousand Dollars($14,000.00).
3. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
1
RLS 8/8/16/16-5389/141591/DO
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers on QAA1Q IAePt-- c-Q o�T'—,-2JC)01P
CONSULTANT, CITY OF HUNTINGTON BEACH,
ECONOMICS, INC. a municipal corporation of the State of California
By:
�k C4 Pm LP
print name City NPAgir
ITS: (circle one)Chairma residen ice President
AND
7 REVIE D APPROVED:
By:
. f a
print name City a er
ITS: (circle on ecret � hief Financial
Officer/Asst. Secretary-Treasurer _�
APPROVED A T- RM:
C omey bJ w
Receive and Me
*i� �'74hw&14"
City Clerk
2
EXHIBIT A
Proposal for Sustainable Business Certification Program Grant
Program Implementation Assistance
First Amendment
E
Submitted by EcoNomics, Inc.
August 5, 2016
Section 1: Amended Scope of Work
EcoNomics proposes the following amended scope of work to assist the City with. the
implementation of its grant-funded Sustainable Business Certification Program (SBCP).
EcoNomics has been working with businesses in the Oak View neighborhood since February
2016. As of August, two businesses (Marisela the Seamstress and Oak View Library) have
completed the certification process and three more are in the midst of the certification process
(CIELO,OVRP, and Rico's Tacos).The City's CBO partners, CIELO and OVRP, are working diligently
to recruit more businesses, but the progress in certifying businesses in the Oak View
neighborhood has proven slower and more labor intensive than initially anticipated for the
following reasons:
i. Language Barriers: Due to the significant language barrier between staff and the
community, an interpreter has been present for every meeting with businesses in the
Oakview community. For sake of future programs, having access to translators is
absolutely necessary unless program coordinators are fluent in Spanish or the primary
language spoken in the community. Spanish checklists are definitely necessary in this
case. Translation into various languages could help future programs in disadvantaged
communities such as Oakview.
ii. Sustainability as a new concept: Many of the businesses in the Oakview neighborhood
have not been exposed to the concept of sustainability. Therefore, there is a lot of
context-building when describing some key sustainability concepts. Fortunately, many
of the principles of sustainability are in agreement with the way many of these home
based and minority owned businesses operate. For example, the seamstress that the
City is in the process of certifying buys refurbished sewing machines as a means to
reduce capital costs. This purchasing policy keeps a-waste out of the landfill and
stimulates the market for recycled, and refurbished products.
iii. Skepticism/Distrust of Government: In general, and particularly in the Oakview
neighborhood of Huntington Beach, there is a distrust of local government. Partnering
with a non-government entity has been essential to engender trust in the Oakview
Business Community. The CIELO partnership is absolutely essential from a trust building
standpoint and a first point of contact in the community. CIELO is a fairly unique type of
non-profit partner. Not all communities may have an incubator geared for
disadvantaged businesses. This is something to factor in. Going forward, our team will
try to identify elements of things that CIELO does that are unique and things that other
non-profits would commonly offer in similar communities.
iv. Business Licenses: In Huntington Beach, it is required for participating businesses to
have a business license. We are finding that many disadvantaged businesses do not, nor
do they necessarily comply with all applicable health and safety laws. This may limit the
pool of viable participants and without an organization like CIELO that helps businesses
attain their business licenses, more businesses would be turned away from participating
in the program.
As a means to conserve budget, EcoNomics is proposing the following cost-saving measures:
1. Increase the involvement of City staff, CIELO, OVRP, and interns to provide support
on the following certification components:
a. Business license and general compliance check
b. Coordinating leads from CIELO and scheduling.initial consultation
c. Assistance with researching alternative cleaning chemicals and compiling list of
recommendations
d. Assistance with verifying MSC certification for seafood sales
e. Assistance with identifying items with post-consumer content to replace items
with virgin fibers
f. Assistance with developing signage
g. Assist with coordinating site assessments from utility partners, as needed
h. Assist with liaison between CIELO and businesses to coordinate the use of mini-
rebate
i. Other research and support items as identified on a case-by-case basis
2. Utilize EcoNomics staff with lower hourly rates for specialized tasks,where appropriate
3. Utilize utility partners to assist with site assessments to identify rebate opportunities
and efficiency retrofits
Additionally, the following tasks will be completed to ensure the grant goal of 10 — 20
businesses in the Oakview neighborhood will be certified by December 31, 2016.
Task 1:Assistance with Green Businesses Certification for 10 Businesses
EcoNomics will assist the City with certifying businesses. In order to meet grant obligations,
EcoNomics will certify at least 10 businesses within the Oak View neighborhood. It has proven to
be effective to hold an initial consultation with interested businesses to walk through the
criteria. From our experience, depending on the size and types of businesses, the initial
consultations to review the criteria have taken between 1.5 — 6 hours. During these
consultations, EcoNomics identifies and verifies criteria items that the business has already
implemented and identifies criteria that the businesses needs to implement in order to be
certified. As part of its services, EcoNomics provides recommendations on how to comply with
the criteria. For example, a restaurant that is using polystyrene may ask for EcoNomics' help to
identify alternatives. Further, EcoNomics can assist the business by entering the consultation
results into an online platform. Finally, EcoNomics can continue to check in with the business to
encourage it to complete its certification process and can conduct a final onsite verification to
confirm that all pending criteria have been implemented.
Work tasks for EcoNomics' comprehensive facilitation of the certification process includes:
multiple onsite meetings and verifications; assistance with entering the criteria information into
an online database; assistance in researching sustainable packaging and.cleaning product
alternatives; assistance with coordinating with local utilities in identifying and requesting
rebates and incentives; assistance with developing signage to notify employees and customers
of green business practices; coordination with property management to request information
regarding landscaping water usage; and any other tasks needed to certify the business.
Depending on the degree of implementation of a businesses' sustainability programs and the
willingness of the business owner to take the time to become certified, EcoNomics' role may be
much more limited and the budget needed to certify a business may be less than projected.
Task 2:Assistance with Grant Reporting
The grant will require the City to report key metrics back to Ecology Action at least twice during
the term of the grant. EcoNomics will assist the City with developing grant reports and compiling
key data.
Section 2: Proposed Project Costs and Hourly Rates
Table 5.1.Table of Proposed Work Tasks and Projected Employee Hours and Cost
Task 3 Assistance with Green Businesses Certification for 10 businesses $3,000
Task 4 Assistance with Grant Reporting $1,000
Total 1 $4,000
Table 5.2: EcoNomics, Inc. Schedule of Hourly Fees
William O'Toole President $180
Trevor S. Blythe, MBA Vice President $110
Ian Bevan, MBA Coordinator, Program Implementation $90
Geiza Goulart da Silva Coordinator, Program Implementation $65
The rates shown in Table 5.2 above are all-inclusive and include computer time, travel time and
expenses to and from client meetings,telephone, postage, and all other internal overhead costs.
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
ECONOMICS, INC.
FOR
SUSTAINABLE BUSINESS CERTIFICATION
GRANT PROGRAM IMPLEMENTATION ASSISTANCE
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 EcoNomics, Inc., a California corporation, hereinafter referred to as
"CONSULTANT "
WHEREAS. CITY desires to engage the services of a consultant to provide Sustainable
Business Certification Grant Program Implementation Assistance, and
Pursuant to documentation on file in the office of the City Clerk, the provisions of the
Huntington Beach Municipal Code, Chapter 3 03, relatmg to procurement of professional service
contracts have been complied with, and
CONSULTANT has been selected to perform these services,
NOW. THEREFORE, it is agreed by CITY and CONSULTANT as follows
1 SCOPE OF SERVICES
CONSULTANT shall provide all services as described in Exhibit "A," which is
attached hereto and incorporated into this Agreement by this reference. These services shall
sometimes hereinafter be referred to as the "PROJECT "
CONSULTANT hereby designates Trevor S Blythe 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 svcs to$49
10/12 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 Ma 1� , 20_L(,o (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 12 months 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 ten thousand Dollars ($10.000)
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
agreelsurfnet/professional Svcs to$49
1 0/12 2 of 1 I
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
10/12 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 dunng 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
a.-ree/surfneUprofessional svcs to$49
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forthwith terminate this Agreement Such termination shall not affect Consultant"s right to be
paid for its time and materials expended pnor to notification of termination CONSULTANT
waives the naht 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 tlurty (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
onginal or a copy of the policy of insurance CONSULTANT shall pay, in a prompt and timely
manner, the premiums on the insurance heremabove required.
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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
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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 Califorma
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 l 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 parry via
personal delivery. a reputable overnght carver or U S certified mail-return receipt requested
TO CITY TO CONSULTANT
City of Huntington Beach EcoNOmics, Inc
ATTN Antonia Graham Attention Trevor Blythe
2000 Main Street 832 Camino Del Mar, Suite 1
Huntington Beach, CA 92648 Del Mar. CA 92104
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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
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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 onamal 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
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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 attorneys fees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party
25 SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of this Agreement, shall so survive
26 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of
the State of California
27 SIGNATORIES
Each undersigned represents and warrants that its signature herembelow has the
power; authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not; in fact, held by the signatory or is withdrawn
28 ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement
freely and voluntarily following extensive arm's length negotiation. and that each has had the
opportunity to consult with legal counsel prior to executing this Agreement The parties also
acknowledge and agree that no representations, inducements, promises, agreements or
warranties, oral or otherwise, have been made by that party or anyone acting on that party's
behalf, which are not embodied in this Agreement, and that that party has not executed this
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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. CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
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EXHIBIT "A"
A STATEMENT OF WORK (Narrative of work to be performed)
EcoNomics will assist the City with implementation of its grant funded Sustainable Business
Certification Program (SBCP)
B CONSULTANT'S DUTIES AND RESPONSIBILITIES:
CONSULTANT shall work with City staff to comprehensively facilitate the certification
process This includes multiple onsite meetings and verifications Initial Business consultations,
the sustainable business launch reception; certification assistance for 10 businesses, and
assistance with grant reporting
C CITY'S DUTIES AND RESPONSIBILITIES
The City shall coordinate with CONSULTANT and assist with additional business certifications
D WORK PROGRAM/PROJECT SCHEDULE
The CONSULTANT WILL
1 Perform Initial Consultation
2 Assist with the Sustainable Business Launch Event
3 Provide assistance with Sustainable Business Certification for 10 businesses
4 Assist with Grant Reporting
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
B Travel Charges for time during travel are not reimbursable
C Billma
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 subrrntted to CITY to
demonstrate progress toward completion of tasks In the event CITY rejects or has
comments on any such product, CITY shall identify specific requirements for
satisfactory completion
4 CONSULTANT shall submit to CITY an invoice for each monthly payment due
Such invoice shall
A) Reference this Agreement,
B) Describe the services performed,
C) Show the total amount of the payment due,
D) Include a certification by a principal member of CONSULTANT's firm
that the work has been performed in accordance with the provisions of this
Agreement, and
E) For all payments include an estimate of the percentage of work completed
Upon submission of any such invoice. if CITY is satisfied that CONSULTANT is
making satisfactory progress toward completion of tasks in accordance with this
Agreement, CITY shall approve the invoice, in which event payment shall be made
within thirty (30) days of receipt of the invoice by CITY Such approval shall not
be unreasonably withheld If CITY does not approve an invoice, CITY shall notify
CONSULTANT in writing of the reasons for non-approval and the schedule of
performance set forth in Exhibit "A" may at the option of CITY be suspended until
the parties agree that past performance by CONSULTANT is in, or has been
1
Exhibit B
brought into compliance, or until tlus Agreement has expired or is terminated as
provided herein
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
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
1 CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein to accordance with the following progress and payment schedules
2 Delivery of work product A copy of every memorandum. letter, report, calculation
and other documentation prepared by CONSULTANT shall 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
3 CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due Such invoice shall
A) Reference this Agreement,
B) Describe the services performed.
C) Show the total amount of the payment due.
D) Include a certification by a principal member of CONSULTANT's firm that
the work has been performed in accordance with the provisions of this
Agreement. and
E) For all payments include an estimate of the percentage of work completed
Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making
satisfactory progress toward completion of tasks in accordance with this Agreement. CITY shall
approve the invoice. in which event payment shall be made within thirty (30) days of receipt of the
invoice by CITY Such approval shall not be unreasonably withheld If CITY does not approve an
invoice. CITY shall notify CONSULTANT in writing of the reasons for non-approval and the
schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the
parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or
until this Agreement has expired or is terminated as provided herein
4 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
Exhibit B