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HomeMy WebLinkAboutBarrios & Associates, LLC - 2018-02-26AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND BARRIOS & ASSOCIATES, LLC FOR PUBLIC EDUCATION AND OUTREACH TO THE OAK VIEW COMMUNITY AS PART OF THE EPIC CHALLENGE GRANT AWARD 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 BARRIOS & ASSOCIATES, LLC, a consulting firm, hereinafter referred to as "CONSULTANT." WHEREAS, CITY and CONSULTANT are parties to that certain agreement, dated February 26, 2018, entitled "Professional Services Contract Between the City of Huntington Beach and Barrios & Associates, LLC, for Public Education and Outreach to the Oak View Community as Part of the Epic Challenge Grant Award," which agreement shall hereinafter be referred to as the "Original Agreement;" and City and Consultant wish to amend the compensation for services by an additional not to exceed amount of Twenty Thousand Dollars ($20,000.00). NOW, THEREFORE, it is agreed by City and Consultant as follows: I . COMPENSATION INCREASE The not to exceed amount of compensation of the Original Agreement is increased by Twenty Thousand Dollars ($20.000.00). The new not to exceed amount shall now be Thirty Thousand Dollars ($30,000.00). 18-6463/179233/hnv 1 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. Arianna Barrios, CEO BARRIOS & ASSOCIATES 4-. I vvz'��� By Arfannez E,rrriOS print name ITS: (circle one) Chairman/President/Vice President By:L ,,L--vY ` °`d' r - h-i u kI na 6�Lr r i 6 Print name ��- -- ITS: circle one) Secretard Chi ief Pinancia ffic r sst. Secretary - Treasurer - 18-6463/179233/mv 2 CITY OF HUNTINGTON BEACH, a municipal corporation,of the State of California APPROVED ity Attorney otr 1/1B Receive and File City Clerk CITY OF HUNTINGTON BEACH Professional Service Approval Form Amendment # 1 1. Date Requested: 4/23/18 2. Contract Number to be Amended: RECEIVED APR 2 4' Finance L-)ep 601' 3. Department: City Manager 4. Requested By: Kirsten Graham 5. Name of Consultant: Barrios & Associates, LLC 6. Amount of Original/Prior Contract: $10,000 7. Additional Compensation Requested: $20,000 8. Original Commencement Date: 2/26/2018 9. Original Termination Date: N/A 10. Extended Date Requested: N/A 11. Reason for Contract Amendment: More funds needed -to omplete work. r% l Purchasing Approval Signature Date 12. Are sufficient funds available to fund this contract? Yes ® No ❑ 13. Business Unit and Obiect Code where funds are budgeted: Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year 124030101.69300 $20,000 $ $ $ t' JDe_rr*tfn6t pro al Signature Date Head Signature Date 1414— szvp"" City Wla4e� Approval Signature Date professional service approval form - amendment .doc REV: February 2015 3 PROFESSIONAL SERVICES FISCL YEAR 2017118 CITY MANAGER Professional services including governmental membership, state and federal consultingllobbying City Manager services, economic analysis, legal services, grant (includes Office releated consulting services, graphic services, and of Business other consulting and professional services related to Development) business development, real estate services (including but not limited to appraisals, right-of-way services, acquisitions, title), public information, marketing and other administrative professional services. Amount' It 398,494,00 Date ;Vendor . Amount : Contract Value Notes 8/19/2016 HUD-HOME-CDBG Grant Consulting $ - $ 120,000 Amendment #1 9/15/2016 Keyser Marston Amendment #2 $ 40,000 $ 380,000.00 Amendment 2 Keyser Marsten $ 67,500.00 $ 180,000.00 4/24/2017 RSG $ 11,000.00 $ 120,000.00 Amendment #1 9/7/2017 CCA Feasibility Study $ 50,000.00 CANCELLED 9/11/2017 PW Org Review $ 63,200.00 $ 63,200,00 9/29/2017 Business attraction services $ 28500.00 $ 28,500.00 FY 18/19 FY 19/20 FY 20/21 Amount I Amount I . Amount $ 40,000.00 $ 67,500.00 10112/2017 Thomas Cole Edwards Inc $ 5,000.00 $ 5,000,00 airport noise 11/20/2017 BBK $ 20.000.00 $ 20,000.00 11/20/2017 Whittingham Public Affairs Advisors $ 6,000.00 $ 6,000.00 2/13/2018 Barrios and Associates $ 10,000.00 $ 10,000.00 Community Outreach 2/22/2018 State Advocacy $ 15,000.00 $ 195,000.00 Award to Townsend $ 60,000.00 $ 60,000.00 $ 60,000.00 3/7/2018 Harris Miller Miller Hanson Inc. (HMMH Inc.) $ 30,000.00_ $ 30,000.00 Airport Noise Study 3/16/2018 Whittingham Public Affairs Advisors $ 6,000.00 $ 12,000.00 Amendment #1 3/16/2018 BBK $ 10,000.00 $ 30,000.00 Amendment #1 3/29/2018 GRC Associates $ 12,000.00 $ 85,000.00 Amendment #1 requires CC $ 47,500.00 $ 25,500.00 3/29/2018 Cornerstone $ 10,000.00 $ 15,000.00 Amendment #1 ($5K orig) $ - $ - 4/24/2018 Barrios and Associates $ 20,000.00 Amendment #1 Total. Value $ 354,200.00 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BARRIOS & ASSOCIATES, LLC FOR PUBLIC EDUCATION AND OUTREACH TO THE OAK VIEW COMMUNITY AS PART OF THE EPIC CHALLENGE GRANT AWARD 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 Barrios & Associates, a consulting firm hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to assist the City with outreaching the Oak View Community about advanced energy technologies, energy efficiency, and workforce development opportunities related to the City's participation in a grant with the University of California hvine, funded by the California Energy Commission; 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: I. 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 a person who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 18-6286/174591hnv 1 of 11 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on 21 o, 2018 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years fiom the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than six (6) 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 ($10,000.00). 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. 18-6286/174591/niv 2 of 11 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "R." 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 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 18.6286/174591/mv 3 of 11 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 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 18-62861174591/mv 4 of 11 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. 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, 18-6286/174591/mv 5 of 11 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 mamier. 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. 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 18-6286/174591/mv 6 of 11 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: Antonia Graham, Assistant to the City Manager 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Barrios & Associates Attention: Arianna Barios, CEO 701 E. Chapman Avenue Orange, CA 92866 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. 18-62861174591/mv 7 of 1 i 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 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 18-6286/174591hnv 8 of 11 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. 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. 18-6286/174591/mv 9 of 11 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 ties 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 patty's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. 18-62$6117459I/niv 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, Arianna Barrios, CEO Barrios & Associates By: Aria a �3�} .14YiCs print name ITS: (circle one t AN By: QRI�I� i,oGH2t� print name ITS: (circle one SecretarylChief FinanciaiDM"rMsst. 18fi286/174591/mv 11 of 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California , Director/Chief (Pursuant To HBMC §3.03.100) WE EXHIBIT "A„ A. STATEMENT OF WORK: (Narrative of work to be performed) The CITY is a sub -grantee of the University of California Irvine (UCI) - Advanced Power and Energy program who has received funding from the California Energy Commission to create a scalable and replicable model of an advanced energy community within the City of Huntington Beach. On November 7, 2016 the City Council formally accepted grant funds from UCI to fund Phase I of the project. The City will receive $90,000 from the California Energy Commission and is required to outreach the community using these grant funds. The CONSULTANT shall assist the City with public education and outreach to the Oak View Community. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: The CONSULTANT shall perform the following: - Community Relations and Education - CONSULTANT will provide staff support for community workshops. The CONSULTANT staff assigned shall be knowledgeable in energy efficiency programs available to the community, particularly for low-income residents. CONSULTANT shall assist in the facilitation of said workshops, outreach events as specified by the CITY. - Copywriting and Traslations - CONSULTANT will provide copywriting and copyediting support as needed of the printed materials that have been developed for the community workshops. CONSULTANT shall provide on -site translation services at community events. As needed the CONSULTANT will provide additional copywriting support in Spanish for any electronic outreach media such as web pages, email communications, and social media posts. EXHIBIT A - Graphic Design (As Needed) - CONSULTANT will provide graphic design and print layout as needed for the development of written reports and presentations pertaining to the final outcome reporting of this grant project, - Video Production (As Needed) - CONSULTANT has an in-house video production team as well as state-of-the-art digital equipment. Should the City decide that a video record of these community workshops should be undertaken, the CITY has the option to utilize the services of the CONSULTANT. C. CITY'S DUTIES AND RESPONSIBILITIES: The CITY shall work collaboratively with the CONSULTANT and the University of California Irvine to engage and educate the community on advanced energy technologies pursuant under the grant conditions set forth by the California Energy Commission. D. WORK PROGRAM/PROJECT SCHEDULE: The Consultant will have six (G)months from contract approval to complete the Statement of Work. 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. Billing 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' fiirn 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 Exhibit B 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 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. 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 CITY OF HUNTINGTON BEACH Professional Service Approval Form ` PART I Date: 2/12/2018 Project Manager Name: Antonia Graham Requested by Name if different from Project Manager: Department: City Manager FEB 13 d0 0 Finance Department PARTS I OF THE PROFESSIONAL. SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: The City is part of a grant team that was awarded $1.9 million as part of the California Energy Commission EPIC Challenge. Part of our responsibility as part of this grant team is to outreach and educate the Oakview Community on Energy efficiency best practices and renewable energy technologies. The City had hired a Civic Spark Fellow to conduct this outreach but the Fellow resigned from the program, now the City must complete its obligation and must hire a consulting firm to complete this work prior to the grant completion date of June 2018. 2) Estimated cost of the services being sought: $ 10,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ® MC 3.03.08 -- Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the ;answ^ to this question is "No," the contract will require approval from the City Council.) Yes ❑ No er Signature (Purchasing Approval) Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year 124030101.69300 $10000 $ $ $ $ $ $ $ $ l Bud g ,t Approval Department Head Signature(s) 's Signature e `ram Manager's Signature APPROVED [0 DENIED ❑ part 1 spark fellow procurement.doc REV: February 2015 a��� Date Date 4go I it) Date to ✓t��41SiVC)D�t CITY OF HUNTINGTON BEACH gV }xt Professional • • . Approval • • • Form p TI �QUNT����i�� � • � � City part 1 spark fellow procurement.doc REV: February 2015 Signature Date barrios &ASSOCIATES Prepared for: City of Huntington Beach Prepared by: " ') Barrios & Associates, LLC 701 E. Chapman Avenue, Orange, CA barrios &ASSOCIATES Antonia Graham, CSM, Env Sp Assistant to the City Manager Office of the City Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Ms. Graham: February 5, 2018 Barrios & Associates, LLC is a full -service communications consulting firm that specializes in community outreach, media relations, social media support and e-newsletter production and management services — with a key focus on Latino audiences. At present, we are currently serving as the agency of record for both Southern California Edison (Hispanic Media Outreach) and Ca]Optima (Hispanic Community Engagement) with who we have achieved strong success. It is our understanding that the City of Huntington Beach is currently undertaking a targeted, Latino community outreach project that focuses on building awareness and providing community education on energy efficiency, green tech, and low-income household utility programs. This pilot program is grant - funded and ready to begin a series of community workshops. The City is seeking assistance from a qualified contractor to support this effort with particular needs in the area of written translation, interpreters, meeting facilitation, as well as graphic design. Although it was not initially discussed, our firm also has the ability to provide additional support for the scheduled community workshops with additional resources such as video production for wider distribution or archival purposes as well as the ability to stream your meetings live via social media utilizing Facebook Live or YouTube. Barrios & Associates is well suited to meet these needs and has the capacity to provide such services with immediate effect. This proposal outlines hourly fees for our services for your review and approval. We are a certified woman -and -minority -owned business enterprise (WMBE) and disadvantaged business enterprise (DBE) and have several staff members fluent in Spanish and specializing in Latino outreach. We have the resources and ability to provide translation services into Spanish if needed. We look forward to working closely with your staff. Sincerely, Arianna Barrios, CEO Barrios & Associates, LLC bROOS e'r ATES Scope of Work Consulting & Support Services Barrios & Associates, LLC has outlined the following areas of expertise required to support this effort. Community Relations & Education o Barrios & Associates will provide staff support for upcoming community workshops. Staff provided will be knowledgeable in energy efficiency programs available to the local community, particularly for low-income residents. BAA will assist in the facilitation of said workshops, be fluent Spanish -speakers, and have the ability to field and answer questions from the participants. • Copywriting & Translations o Barrios & Associates will provide copywriting and copyediting support as needed of the printed materials that have been developed for the community workshops. Staff provided will be a certified legal translator in Spanish. BAA will also provide as needed, translated transcripts of minutes and questions collected as part of these meetings. o As needed, BAA will provide additional copywriting support in Spanish for any electronic outreach media such as web pages, email communications and social media posts. • Graphic Design (As Needed) o Barrios & Associates will provide graphic design and print layout support as needed for the development of written reports and presentations pertaining to the final outcome reporting of this grant project. • Video Production (As Needed) o Barrios & Associates has an in-house video production team as well as state-of-the-art digital equipment. Should the City decide that a video record of these community workshops should be undertaken, this assistance can be added on to our engagement utilizing the hourly rates provided under the Cost Proposal section of this proposal. barrios &,aMCWEs Personnel I Arianna Barrios Position: Strategic Planner / Web Designer Experience: 25 Years Education: B.A., CSU Fullerton Arianna is the CEO of Barrios & Associates, LLC. With more than more than 20 years of experience in marketing and communications, having served school districts, `government agencies, nonprofits and Fortune 500 companies, her strong ability to work and form professional relationships with a wide variety of individuals throughout Orange County will prove to be an excellent asset to achieving the goals of this project. In addition to her business leadership, Barrios is an elected member of the Rancho Santiago Community College District Board of Trustees and serves on numerous nonprofit boards. bagios &AZ GATES Our Team Diego Teran Position: Multicultural Outreach Experience: 15 Years Education: M.B.A, CSU Long Beach Diego Teran is a specialist in Latino Community Outreach, speaks four languages and several Spanish dialects. In addition, he is a certified legal translator and has more than 15 years of experience In marketing and advertising, focus groups and multicultural outreach. Diego joined Barrios & Associates from Disneyland Resort where he served as a spokesperson for the organization. His current client portfolio for BAA includes Southern California Edison and CalOptima among others. Francisco Barajas Position: Social Media Specialist Experience: 10 Years Education: M.P.P., Pepperdine University Francisco joined Barrios & Associates, LLC in 2013 as an account coordinator where his skills and ability to build relationships quickly showed him to be a valuable member of the team. Francisco now serves as an Account Manager and specializes in Latino Outreach, Government Relations and Public Policy. His client portfolio includes Orange County Taxpayers Association, South Orange County Economic Coalition and, Orange County Transportation Authority among others. Professional Experience Overall Experience, Reliability and Continuity of the Firm A limited liability company, Barrios & Associates, LLC (BAA) is owned by CEO Arianna, a Mexican - American with a rich heritage in Orange County. The company maintains certification as a woman and minority owned business enterprise (DBEMMBE/SBE) from the CPUC, METRO and WBENC. The agency serves public and private clients with a strong focus on community outreach for infrastructure project with a particular focus on the Latino community. Areas of core expertise include water, transportation, power, healthcare and education. Barrios & Associates, LLC employs a staff of ten and subcontracts with a number of talented professionals, expanding its capabilities and network of relationships. Its main office is located at 701 E. Chapman Avenue, in the historic Old Towne district of Orange, California. Experience with Projects That Have Large Community Outreach Component Barrios & Associates, LLC specializes in community outreach and public education primarily for infrastructure improvement projects with a focus on water, power and roads in particular. The specific outreach services BAA provides include everything from crisis communications and media relations to social media management and marketing services. BAA is a rare Orange County -based communications consulting firm that has in-house staff that can provide specialty services such as website design, video production and graphic design, but also has the experience and expertise to conduct full advertising and marketing campaigns as well as boots -on -the -ground community outreach, event management and public affairs. In addition to the vast public agency clients we work with, we also provide graphic design, event management and marketing consulting services for private companies including Disney, Honda and Toshiba. Current clients that have a large community outreach component include; The City of Anaheim, The City of Dana Point, CalOptima, the Orange County Transportation Authority (OCTA), the Transportation Corridor Agencies (TCA — Toll Roads), San Diego Gas & Electric (SDG&E), Southern California Edison (SCE), Santa Margarita Water District (SMWD), Moulton Niguel Water District (MNWD), East Orange County Water District (EOCWD), Mesa Water District, Orange County Taxpayers Association (OCTax). prrios V SOCIATES Cost Proposal Communications LAB proposes an hourly rate structure for this engagement based on the information provided below. This engagement would have a not -to -exceed amount of $15,000 and a term of February 1 through June 30, 2018. Arianna Barrios CEO $195 / Hour Francisco Barajas $160 /Hour Account Manager Graphic Designer $100 / Hour barrioTas �nssoc�n Barrios & Associates, LLC 701 E. Chapman Avenue, Orange, CA 92866 P 714.878.4864 E Arianna@BarriosandAssociates.com Graham, Antonia From: Graham, Kirsten Sent: Wednesday, February 07, 2018 10:22 AM To: Graham, Antonia Subject: Energy Efficiency Workshop Information From Westbound Communications: From: Rick Miltenberger[mailto:RMiltenberger@westboundcommunications.com] Sent: Wednesday, February 07, 2018 10:17 AM To: Graham, Kirsten; Carrie Gilbreth Subject: RE: Energy Efficiency Workshop Information Hj Kirsten. Thanks so much for reaching out to Westbound for this interesting and important project. From our conversation and the provided materials, our understanding is that the City of HB is seeking assistance to develop and implement an outreach and education effort (Advanced Energy Community Engagement) to promote energy efficiency with a focus on bilingual residents in the community of Oak View. Per our discussion, this would initially involve conducting several workshops at the Oak View Family Resource Center. Given the provided budget parameter, the following outlines our thoughts on how Westbound can best assist: Project Brief— develop, present, revise and complete a two -page planning document that specifies outreach goals, objectives, target audiences, approaches, tactics, metrics and timing. We believe a brief is imperative upfront to align all stakeholders on the assignment and ultimate deliverables within a written, reviewed and approved document. This approach will get us on a well-defined path to action as quickly and efficiently as possible. This document will also clarify roles, responsibilities and review/approval protocols. Budget is $1,200, or 8 total hours. Workshop Presentation Deck ($1,800 or 12 hours total) — create and deploy an up to 30-slide PowerPoint bilingual master presentation deck with speaker notes that showcases the need and benefits of implementing energy efficient activities/technology/measures at home. Slides will be visually -oriented with minimal text derived from authorized energy efficiency experts. Westbound will rely on HB partners (ex. UCI, Edison) for expert -based content. Once content is received, we will work to ensure that the content is then converted and presented in consumer -friendly terms. Budget is $1,800, or 12 total hours. Bilingual Workshops (3) — develop and implement three bilingual workshops (up to two hours each) to be conducted at Oak View Family Resource Center. Westbound will develop the work shop concept, handle meeting logistics and lead the meeting with a bilingual presenter (leveraging the presentation deck). Budget is $9,000, or 60total hours. • Workshop Promotional Flyer/Graphic— create a one -page flyer/graphic (initially built in a 8.5" x 11" format) In English and Spanish that promotes the workshops. Westbound will rely on the City of HB and its partners to assist with distribution at the Oak View Family Resource Center and through other appropriate channels. The flyer/graphic will be available digitally and in print format. It can be updated up to three times to account for multiple workshop dates. Budget is $1,500, or 10 hours. Important Given the budget, Westbound will focus on the above tasks. In turn, we will rely on HB to handle promotion and outreach to get folks to the workshop (with the help of the flyer/graphicl). We're assuming there is some level of a built in audience given that the FRC facility regularly draws community members for Its myriad of activities and services. We hope the above meets your needs We look forward to working with you on this project. Rick Miltenberger, Partner Westbound Communications 625 The City Drive, Suite 480, Orange, CA 92868 0: 714.663.8188 1 C: 949.939.4733 Learn more about us... Website I LinkedIn I Facebook I Twitter FLINT I SPRIGGS I BABB FSB core strategies Dear Kirsten Graham: Thank you for the opportunity to introduce ourselves and provide you with a quote for the energy efficiency workshop and materials for the City of Huntington Beach. Based on our rates and time needed to successfully deliver for this project, we have put together two possible scopes and budgets. Anticipated timeline for this project would be set for late April- beginning of May. Please find Scope A and Scope B below. A more detailed proposal is available upon request. Scope A: $15,000 - Coordinate meetings with city staff and Southern California Edison to discuss the development of materials - Research and gather information for workshop material development - Develop educational materials including workshop presentation - Provide Spanish translated materials Scope B: $30,000 - Scope A plus, - Attend the 4-5 workshops with city staff and handle communication throughout workshop - Staff the subject matter expert that will be presenting and assist with meeting management Manage coordination and set-up of event - Provide workshop Spanish translation and answer questions in -language Track questions and requests for further information at each workshop and follow up with staff and constituents to assure timely response Thank you for your time and we hope to hear from you at your earliest convenience. Sincerely, FSB Core Strategies PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND BARRIOS & ASSOCIATES, LLC FOR PUBLIC EDUCATION AND OUTREACH TO THE OAK VIEW COMMUNITY AS PART OF THE EPIC CHALLENGE GRANT AWARD 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 Barrios & Associates, a consulting firm hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to assist the City with outreaching the Oak View Community about advanced energy technologies, energy efficiency, and workforce development opportunities related to the City's participation in a grant with the University of California Irvine, funded by the California Energy Commission; 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 a person who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 18-6286/174591/mv I of I I 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 2AD, 2018 (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 six (6) 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 ($10,000.00). 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. I8-6286/174591/niv 2 of 1 1 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 applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 18-6286/174591/mv 3 of 11 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 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 18-6286/174591/mv 4 of 11 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. 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, 18-6286J174591/mv 5 of 11 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 assigmnent, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any 18-6286/174591hnv 6 of 11 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: Antonia Graham, Assistant to the City Manager 2000 Main Street Huntington Beach, CA 92648 17. CONSENT TO CONSULTANT: Barrios & Associates Attention: Arianna Barios, CEO 701 E. Chapman Avenue Orange, CA 92866 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. 18-6286/174591/niv 7 of 11 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 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 18-6286/174591/mv 8 of 11 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. 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. 18-6286/174591/mv 9 of 11 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 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. 18-6286/174591/mv 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, Arianna Barrios, CEO Barrios & Associates By: ` i O'�,/ 3 Ar)a UH6 R)A'rr'16s print name ITS: (circle one t�GQ AN f/ By: MAN Lo"a-1g print name ITS: (circle onsst. S'x'Si3Ono T_ 18-6286/174591/mv I 1 of 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California % V' l Director/Chief U (Pursuant To KBMC §3.03.100) APPROVED AS City Attorney &W Receive and file City Clerk EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) The CITY is a sub -grantee of the University of California Irvine (UCI) - Advanced Power and Energy program who has received funding from the California Energy Commission to create a scalable and repiicable model of an advanced energy community within the City of Huntington Beach. On November 7, 2016 the City Council formally accepted grant funds from UCI to fund Phase I of the project. The City will receive $90,000 from the California Energy Commission and is required to outreach the community using these grant funds. The CONSULTANT shall assist the City with public education and outreach to the Oak View Community, B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: The CONSULTANT shall perform the following: - Community Relations and Education - CONSULTANT will provide staff support for community workshops. The CONSULTANT staff assigned shall be knowledgeable in energy efficiency programs available to the community, particularly for low-income residents. CONSULTANT shall assist in the facilitation of said workshops, outreach events as specified by the CITY. - Copywriting and Traslations - CONSULTANT will provide copywriting and copyediting support as needed of the printed materials that have been developed for the community workshops. CONSULTANT shall provide on -site translation services at community events. As needed the CONSULTANT will provide additional copywriting support in Spanish for any electronic outreach media such as web pages, email communications, and social media posts. EXHIBIT A - Graphic Design (As Needed) - CONSULTANT will provide graphic design and print layout as needed for the development of written reports and presentations pertaining to the final outcome reporting of this grant project. - Video Production (As Needed) - CONSULTANT has an in-house video production team as well as state-of-the-art digital equipment. Should the City decide that a video record of these community workshops should be undertaken, the CITY has the option to utilize the services of the CONSULTANT. C. CITY'S DUTIES AND RESPONSIBILITIES: The CITY shall work collaboratively with the CONSULTANT and the University of California Irvine to engage and educate the community on advanced energy technologies pursuant under the grant conditions set forth by the California Energy Commission. D. WORK PROGRAMIPROJECT SCHEDULE: The Consultant will have six (6)months from contract approval to complete the Statement of Work. EXHIBIT A EXHIBIT "B" Payment Schedule (Fixed Fee Payment) I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in 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 RECEIVED CITY OF HUNTINGTON BEACH Professional Service Approval Form FinancFEe 13 aolg e p Sflt PART II Date: 2/12/2018 Project Manager: Antonia Graham Requested by Name if different from Project Manager: 04 L4 Department: City Manager PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & H MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: Barrios and Associates 2) Contract Number: ADM (Contract numbers are obtained through Finance Administration x 5630) 3) Amount of this contract: $10,000 Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year 124030101.69300 $10,000 $ $ 4) Is this contract less than $50,000? ® Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes ®No 6) Is this contract over $100,000? ❑ Yes ® No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ® Yes ❑ No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describfts the payment terms of the contract. Fiscal Service Purchasing) Date Budget Manager Approval Signature D to Director of Finance (or designee) Signature Date part 2' barrios.docx REV: February 2015 SUBMISSION 2-5-2018 A [ 6A '�i� }t• COMMUNITY OUTREACH SERVICES 61911110 I-o 41 �U{ F 1 0 q Am, I !Ikfj ki -'m barrios &ASSOCIATES Antonia Graham, CSM, Env Sp Assistant to the City Manager Office of the City Manager City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Dear Ms. Grahame February 5, 2018 Barrios & Associates, LLC is a full -service communications consulting firm that specializes in community outreach, media relations, social media support and e-newsletter production and management services — with a key focus on Latino audiences. At present, we are currently serving as the agency of record for both Southern California Edison (Hispanic Media Outreach) and CalOptima (Hispanic Community Engagement) with who we have achieved strong success. It is our understanding that the City of Huntington Beach is currently undertaking a targeted, Latino community outreach project that focuses on building awareness and providing community education on energy efficiency, green tech, and low-income household utility programs. This pilot program is grant - funded and ready to begin a series of community workshops. The City is seeking assistance from a qualified contractor to support this effort with particular needs in the area of written translation, interpreters, meeting facilitation, as well as graphic design. Although it was not initially discussed, our firm also has the ability to provide additional support for the scheduled community workshops with additional resources such as video production for wider distribution or archival purposes as well as the ability to stream your meetings live via social media utilizing Facebook Live or YouTube. Barrios & Associates is well suited to meet these needs and has the capacity to provide such services with immediate effect. This proposal outlines hourly fees for our services for your review and approval. We are a certified woman -and -minority -owned business enterprise (WMBE) and disadvantaged business enterprise (DBE) and have several staff members fluent in Spanish and specializing in Latino outreach. We have the resources and ability to provide translation services into Spanish if needed. We look forward to working closely with your staff. Sincerely, Arianna Barrios, CEO Barrios & Associates, LLC barrios &ASSOCIATES Scope of Work Consulting & Support Services Barrios & Associates, LLC has outlined the following areas of expertise required to support this effort. Community Relations & Education o Barrios & Associates will provide staff support for upcoming community workshops. Staff provided will be knowledgeable in energy efficiency programs available to the local community, particularly for low-income residents. BAA will assist in the facilitation of said workshops, be fluent Spanish -speakers, and have the ability to field and answer questions from the participants. • Copywriting & Translations o Barrios & Associates will provide copywriting and copyediting support as needed of the printed materials that have been developed for the community workshops. Staff provided will be a certified legal translator in Spanish. BAA will also provide as needed, translated transcripts of minutes and questions collected as part of these meetings. o As needed, BAA will provide additional copywriting support in Spanish for any electronic outreach media such as web pages, email communications and social media posts. • Graphic Design (As Needed) o Barrios & Associates will provide graphic design and print layout support as needed for the development of written reports and presentations pertaining to the final outcome reporting of this grant project. Video Production (As Needed) o Barrios & Associates has an in-house video production team as well as state-of-the-art digital equipment. Should the City decide that a video record of these community workshops should be undertaken, this assistance can be added on to our engagement utilizing the hourly rates provided under the Cost Proposal section of this proposal. bgrdos SOCIATES Proposal for: City of Huntington Beach — Community Outreach Personnel Arianna Barrios Position: Strategic Planner / Web Designer Experience: 25 Years Education: B.A., CSU Fullerton Arianna is the CEO of Barrios & Associates, LLC. With more than more than 20 years of experience in marketing and communications, having served school districts, government agencies, nonprofits and Fortune 500 companies, her strong ability to work and form professional relationships with a wide variety of individuals throughout Orange County will prove to be an excellent asset to achieving the goals of this project. In addition to her business leadership, Barrios is an elected member of the Rancho Santiago Community College District Board of Trustees and serves on numerous nonprofit boards. barrIOS &ASSOCIATES I Our Team Diego Teran Position: Multicultural Outreach Experience: 15 Years Education: M.B.A, CSU Long Beach Diego Teran is a specialist in Latino Community Outreach, speaks four languages and several Spanish dialects. In addition, he is a certified legal translator and has more than 15 years of experience in marketing and advertising, focus groups and multicultural outreach. Diego joined Barrios & Associates from Disneyland Resort where he served as a spokesperson for the organization. His current client portfolio for BAA includes Southern California Edison and CalOptima among others. Francisco Barajas Position: Social Media Specialist Experience: 10 Years Education: M.P.P., Pepperdine University Francisco joined Barrios & Associates, LLC in 2013 as an account coordinator where his skills and ability to build relationships quickly showed him to be a valuable member of the team. Francisco now serves as an Account Manager and specializes in Latino Outreach, Government Relations and Public Policy. His client portfolio includes Orange County Taxpayers Association, South Orange County Economic Coalition and, Orange County Transportation Authority among others. Professional Experience Overall Experience, Reliability and Continuity of the Firm A limited liability company, Barrios & Associates, LLC (BAA) is owned by CEO Arianna, a Mexican - American with a rich heritage in Orange County. The company maintains certification as a woman and minority owned business enterprise (DBEM/MBE/SBE) from the CPUC, METRO and WBENC. The agency serves public and private clients with a strong focus on community outreach for infrastructure project with a particular focus on the Latino community. Areas of core expertise include water, transportation, power, healthcare and education. Barrios & Associates, LLC employs a staff of ten and subcontracts with a number of talented professionals, expanding its capabilities and network of relationships. Its main office is located at 701 E. Chapman Avenue, in the historic Old Towne district of Orange, California. Experience with Projects That Have Large Community Outreach Component Barrios & Associates, LLC specializes in community outreach and public education primarily for infrastructure improvement projects with a focus on water, power and roads in particular. The specific outreach services BAA provides include everything from crisis communications and media relations to social media management and marketing services. BAA is a rare Orange County -based communications consulting firm that has in-house staff that can provide specialty services such as website design, video production and graphic design, but also has the experience and expertise to conduct full advertising and marketing campaigns as well as boots -on -the -ground community outreach, event management and public affairs. In addition to the vast public agency clients we work with, we also provide graphic design, event management and marketing consulting services for private companies including Disney, Honda and Toshiba. Current clients that have a large community outreach component include: The City of Anaheim, The City of Dana Point, CalOptima, the Orange County Transportation Authority (OCTA), the Transportation Corridor Agencies (TCA — Toll Roads), San Diego Gas & Electric (SDG&E), Southern California Edison (SCE), Santa Margarita Water District (SMWD), Moulton Niguel Water District (MNWD), East Orange County Water District (EOCWD), Mesa Water District, Orange County Taxpayers Association (OCTax). barrios cnssocwTEs Proposal for. City of Huntington Beach— Community Outreach Cost Proposal Communications LAB proposes an hourly rate structure for this engagement based on the information provided below. This engagement would have a not -to -exceed amount of $15,000 and a term of February 1 through June 30, 2018. Arianna Barrios $195 /Hour CEO Diego Teran Account Manager / $175 / Hour Certified Translator (Spanish, German) Francisco Barajas $160 /Hour Account Manager Videographer $125 / Hour Graphic Designer $100 / Hour barrios &ASSOCIATES � 9', 741 E Chapman Ave, Orange, CA92866 714.878.4864 Arianna@BarriosandAssociatesQ barrios ASSOCIATES Barrios & Associates, LLC 701 E. Chapman Avenue, Orange, CA 92866 P 714.878.4864 E Arianna@BarriosandAssociates.com CITY OF HUNTINGTON BEACH 0 Professional Service Approval Form PART Date: 2/12/2018 Project Manager Name: Antonia Graham Requested by Name if different from Project Manager: Department: City Manager RUSH FEB 13 Pf) Finance Department PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: The City is part of a grant team that was awarded $1.9 million as part of the California Energy Commission EPIC Challenge. Part of our responsibility as part of this grant team is to outreach and educate the Oakview Community on Energy efficiency best practices and renewable energy technologies. The City had hired a Civic Spark Fellow to conduct this outreach but the Fellow resigned from the program, now the City must complete its obligation and must hire a consulting firm to complete this work prior to the grant completion date of June 2018. 2) Estimated cost of the services being sought: $ 10,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b) — Other Interagency Agreement procedure will be utilized. ® MC 3.03.08 — Contract Limits of $30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answ to this question is "No," the contract will require approval from the City Council.) Yes ❑ No Fiscal'ge—rvig6s Mdh6ber Signature (Purchasing Approval) Date 6) Amount, Business Unit (8 digits) and Object Code (5 digits) where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object # Fiscal Year 17/18 Fiscal Year Fiscal Year 124030101.69300 $10000 _<,,T. $ $ $ $ $ $ $ $ Signature(s) �Ar OL re- Manager's Signature APPROVED Q DENIED ❑ c9�2c�65 Date Date Date( d Dlate part 1 spark fellow procurement.doc REV: February 2015 :- CITY OF HUNTINGTON BEACH Professional Service Approval Form L / PART I Signature Z-29 r8' Date part 1 spark fellow procurement.doc REV: February 2015 Graham, Antonia From: Graham, Kirsten Sent: Wednesday, February 07, 201810:22 AM To: Graham, Antonia Subject: Energy Efficiency Workshop Information From Westbound Communications From: Rick Miltenberger[mailto:RMiltenberger@westboundcommunications.com] Sent: Wednesday, February 07, 201810:17 AM To: Graham, Kirsten; Carrie Gilbreth Subject: RE: Energy Efficiency Workshop Information Hi Kirsten. Thanks so much for reaching out to Westbound for this interesting and important project. From our conversation and the provided materials, our understanding is that the City of HB is seeking assistance to develop and implement an outreach and education effort (Advanced Energy Community Engagement) to promote energy efficiency with a focus on bilingual residents in the community of Oak View. Per our discussion, this would initially involve conducting several workshops at the Oak View Family Resource Center. Given the provided budget parameter, the following outlines our thoughts on how Westbound can best assist: Project Brief —develop, present, revise and complete a two -page planning document that specifies outreach goals, objectives, target audiences, approaches, tactics, metrics and timing. We believe a brief is imperative upfront to align all stakeholders on the assignment and ultimate deliverables within a written, reviewed and approved document. This approach will get us on a well-defined path to action as quickly and efficiently as possible. This document will also clarify roles, responsibilities and review/approval protocols. Budget is $1,200, or 8 total hours. Workshop Presentation Deck ($1,800 or 12 hours total) —create and deploy an up to 30-slide PowerPoint bilingual master presentation deck with speaker notes that showcases the need and benefits of implementing energy efficient activities/technology/measures at home. Slides will be visually -oriented with minimal text derived from authorized energy efficiency experts. Westbound will rely on HB partners (ex. UCI, Edison) for expert -based content. Once content is received, we will work to ensure that the content is then converted and presented in consumer -friendly terms. Budget is $1,800, or 12 total hours. • Bilingual Workshops (3) — develop and implement three bilingual workshops (up to two hours each) to be conducted at Oak View Family Resource Center. Westbound will develop the work shop concept, handle meeting logistics and lead the meeting with a bilingual presenter (leveraging the presentation deck). Budget is $9,000, or 60 total hours. • Workshop Promotional Flyer/Graphic— create a one -page flyer/graphic (initially built in a 8.5" x 11" format) in English and Spanish that promotes the workshops. Westbound will rely on the City of HB and its partners to assist with distribution at the Oak View Family Resource Center and through other appropriate channels. The flyer/graphic will be available digitally and in print format. It can be updated up to three times to account for multiple workshop dates. Budget is $1,500, or 10 hours. U Important! Given the budget, Westbound will focus on the above tasks. In turn, we will rely on HB to handle promotion and outreach to get folks to the workshop (with the help of the flyer/graphic!). We're assuming there is some level of a built in audience given that the FRC facility regularly draws community members for its myriad of activities and services. We hope the above meets your needs! We look forward to working with you on this project. Rick Miltenberger, Partner Westbound Communications 625 The City Drive, Suite 480, Orange, CA 92868 0: 714.663.81881 C: 949.939.4733 Learn more about us... Website I LinkedIn I Facebook I Twitter FLINT I SPRIGGS I BABB F B core strategies Dear Kirsten Graham: Thank you for the opportunity to introduce ourselves and provide you with a quote for the energy efficiency workshop and materials for the City of Huntington Beach. Based on our rates and time needed to successfully deliver for this project, we have put together two possible scopes and budgets. Anticipated timeline for this project would be set for late April- beginning of May. Please find Scope A and Scope B below. A more detailed proposal is available upon request. Scope A: $15,000 - Coordinate meetings with city staff and Southern California Edison to discuss the development of materials - Research and gather information for workshop material development - Develop educational materials including workshop presentation - Provide Spanish translated materials Scope B: $30,000 - Scope A plus, - Attend the 4-5 workshops with city staff and handle communication throughout workshop - Staff the subject matter expert that will be presenting and assist with meeting management Manage coordination and set-up of event Provide workshop Spanish translation and answer questions in -language Track questions and requests forfurther information at each workshop and follow up with staff and constituents to assure timely response Thank you for your time and we hope to hearfrom you at your earliest convenience. Sincerely, FSB Core Strategies