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HomeMy WebLinkAboutHelpanswers, Inc. - 2013-06-17Dept. ID AD-13013 Page 1 of 2 Meeting Date: 6/17/2013 � W.16 v --2) -7 -o CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 6/17/2013 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Bob Hall, Assistant City Manager SUBJECT: Approve and authorize execution of a Professional Services Contract between the City and Helpanswers, Inc. for IRS Section 179D payment consulting services; and, approve collection and expenditure of funds for the study of Southern California Edison owned street lights Statement of Issue: Council is being asked to approve an agreement to secure IRS Section 179D payment for energy efficiency measures implemented by the City. Financial Impact: $19,159.95 of revenue is projected to be generated by this item. Council is being asked to appropriate this energy efficiency tax benefit revenue for the detailed SCE street light assessment to further improve the energy efficiency of the City's infrastructure. Recommended Action: A) Approve the "Professional Services Contract Between the City of Huntington Beach and Helpanswers, Inc for 179D Delivery Payment Consulting Services;" and, authorize the City Manager to execute the contract as approved to form by the City Attorney; and, B) Authorize the City Manager to sign any subsequent agreements, approved as to form by the City Attorney, necessary to advance, manage and secure the 179D payment to the City of Huntington Beach; and, C) Approve the collection of the estimated upfront 179D payment of $19,159.95. Appropriate the $19,159.95 as revenue is received to Business Unit 80787009 for the Southern California Edison detailed valuation study of SCE owned street lights. Alternative Action(s): Do not approve the agreement and advise staff on how to proceed. Item 13. - I HB -204- Dept. ID AD-13013 Page 2 of 2 Meeting Date: 6/17/2013 Analysis: The Energy Policy Act of 2005 (Section 1331) established IRS section 179D, allowing taxpayers to accelerate depreciation on the cost of qualified energy efficient building property placed -in-service after December 31, 2005. This incentive was recently extended by the Emergency Economic Stabilization Act of 2008 to include improved placed -in-service before January 1, 2014. Under the policy, in the case of buildings owned by a local government, the owner/lessee may allocate the deduction to the "designer." This creates an incentive for the taxpaying designer to create energy efficient specifications, since the local government is not an income taxpayer. City staff has a responsibility to manage the financial benefit derived from the tax incentive created by the City's projects, even though it cannot directly benefit from the tax benefit. The City can work with the for -profit designer to secure mutual benefits to help sustain the City's energy efficient infrastructure efforts. City Council approved entering into an energy efficiency improvement contract with AECOM on June 6, 2011. Certain improvements in that contract are eligible for 179D benefits. If the City allocates the benefits to AECOM in exchange for an upfront payment, both parties benefit from this tax policy. This item seeks Council approval to hire Helpanswers, Inc. on a shared savings basis for 25% of the net cash proceeds, not to exceed $30,000 to secure the payment to the City in exchange for allocating the tax benefit to AECOM. The net projected payment to the City is $19,159.95 for the AECOM projects and the Helpanswers, Inc. fee is projected to be $6,386.65. This tax provision may be extended by Congress. If it does so, the payment value from future projects could be significantly higher. For example, on the City's upcoming re -structuring of street lighting services, this tax credit could range in value from $287,000 to over $600,000. This would provide a significant cash flow benefit to the City for that project increasing the savings the City would enjoy. Environmental Status: Not applicable Strategic Plan Goal: Improve the City's infrastructure Attachment(s): 1. Professional Services Contract between the City of Huntington Beach and Helpanswers, Inc for 179D Delivery Payment Consulting Services 2. Insurance certificate for Helpanswers, Inc. HB -205- Item 13. - 2 Item 13. - 3 HB -206- PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HELPANSWERS, INC. FOR 179D DELIVERY PAYMENT CONSULTING SERVICES THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Helpanswers, Inc., a California corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide 197D Delivery payment consulting services; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Mark Johnson, President, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 13-3676/93355 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 April 15, 2013 (the "Commencement Date"). This Agreement shall automatically terminate one (1) year from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than one year 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 twenty-five percent (25%) of net cash proceeds paid to CITY from the 179D Incentive Program during the term of this Agreement, not to exceed Thirty Thousand Dollars ($30,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 13-3676/93355.docx 2of11 6. METHOD OF PAYMENT CONSULTANT shall be paid as set forth above only if CITY obtains net cash recovery from the 179D Incentive Program. Payment shall be made within thirty (30) days after CITY receives cash payment from the Program. 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 13-3676/93355 3of11 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 13-3676/93355 4ofII 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. 13-3676/93355 5of11 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. 13-3676/93355 6of11 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: City Manager 2000 Main Street Huntington Beach, CA 92648 TO CONSULTANT: Mark Johnson, President Helpanswers, Inc mark] ohnsonkhelpanswers. org Phone: 239 287-6960 13-3676/93355 7 of 11 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 13-3676/93355 8of11 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. 13-3676/93355 9of11 24. ATTORNEY' S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and 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 13-3676/93355 10ofII 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, HELPANS WERS, INC. print name ITS: (circle one) Chairman/PresidentNice President print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California City Manager (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: Date 13-3676/93355 11 of 11 'n tp l City Attorney ,-Z-6I 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, HELP NSWERS, �. By: h--, a-Q-k- >J Scn� print name ITS: (circle one) Chairm esiden ice President AND By: print name ITS: (circle one) Secretary/Chief Fi ancial Office Asst. Secretary — Treasurer CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California City Manager (Pursuant To HBMC §3.03.100) APPROVED AS TO FORM: Date 13-3676/93355 11 ofll l� City Attorney��,� 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, HELPANSWERS, a municipal corporation of the State of i California ' Vt ITS: (circle one) Chairmatresidenll ice AND By: I print n ITS: (circle one) secreta,hief Financial Secretary — Treasurer ; 13-3676i93355 President City Manager mant To HBk1C §3.03.100) P6VED AS TO FORM: ` 1 City Attorne Date 6--7-1 11ofll EXHIBIT "A" CONSULTANT shall assist CITY to monetize certain tax benefits derived from the energy efficient construction and retrofits of certain facilities owned by the City of Huntington Beach listed in the attached Excel spreadsheet of buildings, square footage affected and number of systems `Huntington Beach Helpanswers 179D Benefit 2.25.13.' CONSULTANT shall: Provide guidance to ensure compliance with Section 179D of the Internal Revenue Code and accompanying Regulations which provide for the assignment of the Commercial Building Tax Deduction by a Governmental Entity to the Designer of such projects ("179D Deduction"). 2. Review new construction and retrofit projects placed in service between 1/1/06-12/31/13 to identify and estimate the next tax benefit value of possible 197D Deduction and assess the potential for monetization or other savings realizations for the current benefit; 3. Outline, negotiate and document agreements between Huntington Beach and Designer(s) to establish an exchange value, and provide record of transfer of 179D Deprecation Benefits in Accordance with standards set forth in accordance with the standards for deductibility set forth in Section 279D of the Internal Revenue Code of 1986, as amended and IRS Notices 2006-52, 2-8-40, 2011-04 and 2012-22. Exhibit B 1 HB Civic Center 2000 Main 2009 189.601 3 $341,281,80 $119.448.63 AECOM 2 HC Central Library 7111 Talbert 2009 107,400 3 $193,320.00 $67,662.00 AECOM 3 5th Ave PD substation 204 5th St. 2,860 4 Art Center 538 Main St. 11,092 5 Banning Library 9281 Banning Ave 2.400 6 Beach Maintenance 8869 Edison Ave 4,500 7 Bushard Fire Station 19711 Bushard St. 5,700 8 City Gym 1600 Palm Ave 23,600 1 $14,160.00 $4,956.00 AECOM 9 Corporate Yard 17371 Gothard St 83,149 10 Edison Community Ctr 21377 Magnolia St. 11,065 11 Edwards Fire Station 18591 Edwards St. 8,500 12 Gothard Fire Station 18311 Gothard St. 10,200 1 $6,120.00 $2,142.00 AECOM 13 Heil Fire Station 5891 Heil Ave. 5,712 14 Helen Murphy Library 15882 Graham St. 2,500 15 Sports Complex 18000 Goldenwest 8,000 1 $4,800.00 $1,680.00 AECOM 16 JPTC 18301 Gothard Ave 21,245 17 Lake Fire Station 530 Lake St 11,508 1 1 $6,904.80 $2,416.68 AECOM 18 Lifeguard HQ 103 PCH 7,869 1 $4,721.40 $1,652.49 AECOM 19 Jr. Lifeguard Bldg 20 Magnolia Fire Station 21441 Magnolia 5,702 P1 Main St. Library 525 Main St. 10,331 22 Murdy Community Center 7000 Norma 11,000 23 Murdy Fire Station 16221 Gothard 11,500 24 Oak View Library & Comm Ctr 17251 Oak Lane 11,900 25 Oak View PD Substation 17483 Beach Blvd #B 1,500 26 Park, Tree and Landscape 17581 Gothard st 13,741 27 Rodgers Senior Center 1706 Orange Ave 16,700 1 $10,020.00 $3.507.00 AECOM 28 Warner Fire Station 3831 Warner 8,750 29 Water Operations 19001 Huntington St 28,850 30 End of Pier End of Pier 6,818 31 Heliport Complex Gothard 12,353 32 Parking Structure 200 Main 317,261 33 Newland House Museum 19820 Beach Blvd 2,750 34 Newland Barn 19820 Beach Blvd 6,000 Totals $203,464.80 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. The lesser of either a flat fee, including all costs and expenses, not to exceed Thirty Thousand Dollars ($30,000), or twenty-five percent (25%) of net cash proceeds from the 179D Incentive Program during the term of this Agreement. 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 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HELPANSWERS, INC. FOR 179D DELIVERY PAYMENT CONSULTING SERVICES Table of Contents Scope of Services CityStaff Assistance........................................................................................................... 2 Term; Time of Performance................................................................................................ 2 Compensation...................................................................................................................... 2 ExtraWork.......................................................................................................................... 2 Methodof Payment............................................................................................................. 3 Disposition of Plans, Estimates and Other Documents....................................................... 3 HoldHarmless..................................................................................................................... 3 Professional Liability Insurance..............................................................................4 Certificate of Insurance....................................................................................................... 5 IndependentContractor....................................................................................................... 6 Terminationof Agreement.................................................................................................. 6 Assignment and Delegation.................................................................................................. 6 Copyrights/Patents.............................................................................................................. 7 CityEmployees and Officials.............................................................................................. 7 Notices....................................................................................................................7 Consent................................................................................................................................ 8 Modification........................................................................................................................ 8 SectionHeadings................................................................................................................. 8 Interpretation of this Agreement......................................................................................... 8 DuplicateOriginal............................................................................................................... 9 Immigration.......................................................................................................................... 9 Legal Services Subcontracting Prohibited........................................................................... 9 Attorney's Fees..................................................................................................................... 10 Survival................................................................................................................................ 10 GoverningLaw..................................................................................................................... 10 Signatories............................................................................................................................ 10 Entirety................................................................................................................................. 10 EffectiveDate................................................................................. I I ATTACHMENT #2 �c®�®® CERTIFICATE ®F LIABILITY INSURANCE DATE (MMIDD/YY) YY 5/ 10/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PROOUCER Brown & Brown Of Florida, Inc. 999 Vanderbilt Beach Road Naples FL 34108 CONTACT NAME: aI N E,t :23 -2 2- 143 AAIc No :2 9-2 1- 265 E MAIL bbna I s.c m s:ce INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:United Stales Liability Insura 2541 INSURED HELPA-1 INSURER B : INSURER C: Helpanswers Charitable Foundat 1256 Carpazi Court #1 Naples FL 34105 INSURER D: E : -INSURER INSURER F : COVERAGES CERTIFICATE NUMBER: ircii rclRn7Ci REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I TYPE OF INSURANCE ADOL INSR SUBRI WVD I POLICY NUMBER POLICY EFF POLICY EXP MMIDDIYYYY MMIDDIYYYY LIMITS GENERAL LIABILITY IIII EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY' PREMISES Ea occurrence $ _ s CLAIMS -MADE L OCCUR ',, MED EXP (Any one person) $ PERSONAL & ADV INJURY S GENERAL AGGREGATE i GEVL AGGREGATE LIMIT APPLIES PER ! $ li ' PRODUCTS - COMPIOP AGG �— POLICY PRO- I I LOC j $ AUTOMOBILE LIABILITY SINGLECOMBINED ANY AUTO kEaccident ILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS j 80DILY INJURY (Per accident)', $ NON -OWNED - PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident APPROVED AS TO FORMS UMBRELLA LIAR OCCUR' H, CityAlISSM EACH OCCURRENCE IS EXCESS LIAR i CLAIMS -MADE AGGREGATE S L/✓ DED RETENTION S " in_ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STAT U- BOTH-', Aosbiant City T RY LIMIT ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y /" v E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ NIA( (Mandatory in NH) ! E.L. DISEASE - EA EMPLOYEE; S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Directors & Officers Liability IND0013Y0398 2013 6/10/2014 Per Claim $1,000,000 �5/10/2013 A Professional Liability Y SP1552898 5110/2014 Aggregate $1,000,000 I Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Huntington Beach is named as an additional insured with respects to Professional Liability, per written contract and per form SP224 (07/09) L,tKIIt-ILA It HULUtK LANL LLLA IIUIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach, California ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks ofACORD City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk June 26, 2013 Helpanswers Foundation Attn: Mark Johnson 1256 Carpazi Court #1 Naples, FL 34105 Dear Mr. Johnson: Enclosed please find a copy of "Professional Services Contract Between The City of Huntington Beach and Helpanswers, Inc. For 179D Delivery Payment Consulting Services." JF:pe Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand