HomeMy WebLinkAboutPeter Whittingham Public Affairs Advisors - 2017-12-11 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE
CITY OF HUNTINGTON BEACH AND
PETER WHITTINGHAM PUBLIC AFFAIRS ADVISORS
FOR
ASSISTANCE WITH OUTREACH TO THE SOUTH COAST AIR
QUALITY MANAGEMENT DISTRICT GOVERNING BOARD
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 PETER WHITTINGHAM PUBLIC AFFAIRS ADVISORS, a consulting
firm, hereinafter referred to as "Consultant."
WHEREAS, City and Consultant are parties to that certain agreement, dated
December 11, 2017, entitled"Professional Services Contract Between the City of
Huntington Beach and Peter Whittingham Public Affairs Advisors for Assistance with
Outreach to the South Coast Air Quality Management District Governing Board,"which
agreement shall hereinafter be referred to as the "Original Agreement," and
City and Consultant wish to amend the Original Agreement to reflect the
additional compensation to be paid in consideration thereof by City to Consultant,
NOW, THEREFORE, it is agreed by City and Consultant as follows:
1. ADDITIONAL COMPENSATION
In consideration of the services to be performed hereunder as described in
the Original Agreement, City agrees to pay Consultant, and Consultant agrees to accept
from City as full payment for services rendered, an additional sum not to exceed six
thousand dollars ($6,000), for a new total not to exceed sum of twelve thousand dollars
($12,000).
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
18-6369/176276/DKO 1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers on t, 2018.
CONSULTANT, CITY OF HUNTINGTON BEACH,
PETER WHITTINGHAM PUBLIC a municipal corporation of the State of California
AFFAIRS ADVISORS
PETER WHITTINGHAM P SID ENT
4A
By: Director/Chief
Peter Whittingham, IMP Isiaefit (pursuant to HDMC § 3.03.100)
APPROVED AS TO ORM:
City torney b\w ��ct\klb
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Receive and File
,, q4�444j�
City Clerk
18-6369/176276/DKO 2
n .01CITY OF HUNTINGTON BEACH
RECEIVED
Professional Service Approval Form MAR 16 ?00
Amendment # 1
Finance Department
1. Date Requested: 03/07/2018
2. Contract Number to be Amended:
3. Department: City Manager
4. Requested By: Antonia Graham
5. Name of Consultant: Peter Whittingham Public Affairs Advisors
6. Amount of Original/Prior Contract: $6,000
7. Additional Compensation Requested: $6,000
8. Original Commencement Date: December 11, 2017
9. Original Termination Date: December 2019
10. Extended Date Requested: N/A
11. Reason for Contract Amendment:
The City has engaged the services of Mr. Whittingham to assist with advocacy efforts
with the South Coast Air Quality Management District in regards to Coastal Area Odors.
The source has not yet been identified and ongoing advocacy efforts are needed.
Purchasing Approval Signature Date
12. Are sufficient funds available to fund this contract? Yes ® No ❑
13. Business Unit and Object Code where funds are budgeted:
Account number Contractual Dollar Amount
Business unit. object# Fiscal Year 17/18 Fiscal Year Fiscal Year Fiscal Year
10030101.69365 $6000 $ $ $
r X//
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udget Approva ignature Date
Department Hea Signature Date
twl ?-Zf-/F-
Cil0linvager Approval Signature Date
economics'nongrant amendment 1.doc
REV: February 2015
A a PROFESSIONAL SERVICES
FISCAL YEAR 2017/18
CITY MANAGER
Department Description Amount
Professional services including governmental
membership, state and federal consulting/lobbying
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
business development, real estate services (including
Development) but not limited to appraisals, right-of-way services,
acquisitions, title), public information, marketing and
other administrative professional services.
$ 398,494.00
FY 18/19 FY 19/20 FY 20/21
Date Vendor Amount Contract Value Notes Amount Amount Amount
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 $ 40,000
Keyser Marsten $ 67,500.00 $ 180,000.00 $67,500.00
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 $ 28,500.00 $ 28,500.00
10/12/2017 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 $ 12,000.00 $ 156,000.00 48000 48000 48000
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
Total Value $ 299,200.00
Balance '- $ 99,294.00
CITY OF HUNTINGTON BEACH
Professional Service Approval Form RECEIVED ,
PART I NOV 2 a 2017 114,
Date: 11/16/2017 Project Manager Name: Antonia Graham Finance aepartmont
Requested by Name if different from Project Manager.
Department: City Manager
PARTS t OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST B CE
BY THE' REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FO PP
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I U T WVF -gD101
WITH ALL APPROVED CONTRACTS.
Office of the City Manager
1) Briefly provide the purpose for the agreement:
Whittingham Public Affairs Advisors will assist the City in working with the South Coast Air Quality
Management District to identify the source of the coastal area odors.
2) Estimated cost of the services being sought: $6,000
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 answer to this question is "No," the contract will require approval from the City Council.)
0 Yes ❑ No j
Fiscal Se s ana 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 Fiscal Year Fiscal Year Fiscal Year
17/'18
10030101.69365 $F000 $ $ $
$ $ $ is
t(lu1r�-
Budget Approval �'— Date I
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AT)epartmerit Head Signature(s) Dat
)I L-z,-7 /
Chief Firia cial Officer Signature Dat
1'
Assi ity Manager's Signature Datd
APPROVED DEN
IE
C M nager's Signature Date
pwhittingham'part1.doc
REV:February 2015
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
PART II RECEIVED i
NOV 2 0 2017
Date: 11/161201.7 Project Manager: Antonia Graham
Requested by Name if different from Project Manager. Finance Department
Department: City Manager
PARTS 1 & 11 OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE
COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I&11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Peter Whittingham Public Affairs Advisors
2) Contract Number: ADM
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $6,000
Account number Contractual Dollar Amount
Business unit.object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year
17/18
10030101.69365 $6,000 $ $ $
$ $ $ $
$ $ $ $
4) Is this contract less than $50,000? M Yes ❑ No E
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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 0 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 describes the payment terms of the contract.
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Department ead ( ate
L7 �7<��- K
Fiscal Se Hager{Purchasing Date
Bu get Manager pproval Signature Oate
Chief Financial Officer(or designee)Signature Date
peter whittingham'partZ.doc
PROFESSIONAL'SERVICES;
FISCAL`YEAR 201.7118
CITY MANAGER`
Department
Descri Lion X .,Amo.arnt
Professional services including governmental
membership, state and federal consulting/lobbying
City Manager services,economic analysis, legal services, grant
(includes Officereleated 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.
$ 398;49400
FY 18/19 FY 19/20
Date: : ';Vendor AmouRt.," .s Contract Value Notes ;:.Amount:-,
8/1912016 HUD-HOME-CDBG Grant Consulting $ - $ 120,000 Amendment#1 $ -
9/15/2016 Keyser Marston Amendment#2 $ 40,000 $ 380,000.00 Amendment 2 $ 40,000
Keyser Marsten $ 67,500.00 $ 180,000.00 $67,500.00
4/24/2017 RSG $ 11,000,00 $ 120,000.00 Amendment#1
9f7/2017 CCA Feasibility Study $ 50,000.00 $ 50,000.00
9/11/2017 PW Org Review $ 63.200.00 $ 63,200.00
9/29/2017 Busiess attraction services $ 28,500.00 $ 28.500,00
10/12/2017 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
Total Ualue_ $ 291,200.00
Balance $ 107,294.00
W HITT 1N1JH iM
Public Affairs Advisors
November 9,2017
Ms. Antonia Castro Graham
Assistant to the City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Dear Antonia:
It has been a distinct pleasure to assist the City of Huntington Beach previously with issues
related to the South Coast Air Quality Management District (SCAQMD) and Rule 1304.1. At
your request,°the following proposal delineates my proposed scope of services and compensation
for efforts related to,an existing odor issue in Huntington Beach.
As has been widely reported by various media sources, residents of your city and other coastal
communities have complained for some years about a foul odor that comes and goes. To date,
the source of this odor has not been identified, but over the past several months many residents
have reported that the odor has become stronger and more offensive.
A working group made up of representatives of So Cal Gas,businesses, cities and the SCAQMD
has been working to identify the source(s), but this group has made little progress. Given this
status, the Huntington Beach City Council recently formed an ad hoc committee to work with
residents to create a"Coastal Area Odors work plan,"
As you know, I have more than 22 years of experience with the SCAQMD, both as an aide to a
Governing Board member and representing both public and private sector clients on a variety of
rulemaking proposals and other significant issues. Included amongst these efforts was my work
with the City of Paramount in late 2016 to encourage the SCAQMD to commit greater resources
to complaints regarding spikes in Hexavalent Chrome readings.
I would propose to assist the City of Huntington Beach and the ad hoc committee with outreach
to the SCAQMD Governing Board and executive management via a six month contract at an
hourly rate,of$200, with a =-Q monthly not-t,o not -A W-- Q0 (not including expenses, which
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would be capped at $15-0lm-on—th). This contract may be terminated by either party at any time
during the initial six month term with 30 days'notice.
I have included my W9 for your aid in processing this potential agreement and am happy to
discuss this proposal with you as you so desire. Thank you again for your consideration of
Whittingham Public Affair Advisors and best regards,
Sincerely,
&Ave-
Peter Whittingham
Whittingham PAA, LLC
14 Placita
Rancho Santa Margarita, CA 92688
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND !
PETER WHITTINGHAM PUBLIC AFFAIRS ADVISORS i
FOR
THE ASSISTANCE WITH OUTREACH TO THE SOUTH COAST AIR QUALITY
MANAGEMENT DISTRICT GOVERNING BOARD
THIS AGREEMENT("Agreement")is made and entered into by and between the City of
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Huntington Beach, a municipal corporation of the State of California,hereinafter referred to as
"CITY,"and Peter Whittingham Publis Affairs Advisors,a consulting firm hereinafter referred to 4
as"CONSULTANT."
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WHEREAS,CITY desires to engage the services of a consultant to assist with the outreach
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to the South Coast Air Quality Management District(SCAQMD)Governing Board and executive i
management related to the coastal area odors ;and
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Pursuant to documentation on file in the office of the City Clerk, the provisions of the j
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Huntington Beach Municipal Code,Chapter 3.03,relating to procurement of professional service
contracts have been complied with;and !
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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."
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CONSULTANT hereby designates a person who shall represent it and be its sole
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contact and agent in all consultations with CITY during the performance of this Agreement. r
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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 lc; ,20 (the "Commencement Date"). This Agreement
shall automatically terminate three (3)years from the Commencement Date, unless extended or 1
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"All are generally to be shown in Exhibit "A." This schedule may be ►
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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.
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4. COMPENSATION
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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 Six Thousand Dollars($6,000).
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S. 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 fiom CITY. Additional compensation for such
extra work shall be allowed only e if the prior written approval of CITY is obtained.
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6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit"D."
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
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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.
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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 ;
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replacements).
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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
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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
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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
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for its time and materials expended prior to notification of termination. CONSULTANT waives
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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 CONSULTANTS defense,hold harmless and indeirinification obligations as set forth in this
Agreement. CITY or its representative shall.at all tunes 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,
agme/surffiet/professional secs to$49
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social security, state disability insurance compensation, unemployment compensation.and +other,
payroll deductions for CONSULTANT and its officers, agents and employees and all business 1
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licenses,if any,in connection with the PROJECT and/or the services to be performed hereunder. I`
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 I
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 1
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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. COPYRIGHTSiPATENTS
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
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the work performed pursuant to this Agreement. No officer or employee of CITY shall have any
evodsurthedprotessional rues to$49 i
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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 E
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. E j
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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: TO CONSULTANT:
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City of Huntington Beach W bittingham PAA,LLC
ATTN: Antonia Graham, Assistant to the Attention:Peter Whittingham '-
City Manager 14 Placita
2000 Main Street Rancho Santa Margarita,CA 92688
Huntington Beach,CA 92648
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. r
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless
in writing and duly executed by both parties.
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19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive ;
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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 1
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intent of the parties or affect the construction or interpretation of any provision of this Agreement. {
20. INTERPRETATION OF THIS AGREEMENT
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The language of all parts of this Agreement shall in all cases be construed as a
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whole, according to its'fair meaning, and not strictly for or against any of the parties. If any
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provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
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unenforceable,void, illegal or invalid, such holding shall not invalidate or affect the remaining j
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 j
commission of any act contrary to lava,and wherever there is any conflict between any provision
contained herein and any present or future statute,lava,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
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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
agree/surtnedprofessional secs to$49
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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
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United States Code regarding employment verification.
23. LEGAL SERVICES SUBCONTRACTING PROHIBITED
CONSULTANT and CITY agree that CITY is not liable for payment of any
subcontractor work,involving legal services,and that such legal services are expressly outside the
scope of services contemplated hereunder. CONSULTANT understands that pursuant to
.Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for '
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
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24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the i
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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
attorneys 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,
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26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the
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State of California
27. SIGNATORIES
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Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the tei ns of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
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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 fieely
and voluntarily following extensive arm's length negotiation,and that each has had the opportunity
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to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and
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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
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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.
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This Agreement shall expire when terminated as provided herein. {
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1N,WnNESS WHEREOF,the Parties hereto have cause this Agreemestt to be exectfie
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal Corporation of the Stag of
Peter Whittingharn,Public Affairs Advisors California
COMPANY NV&
Peter Whttingham,Presid
Director/Chief
(Parsitant To HBMC J3.03,100)
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APPROVED A��TOA*
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City Attortley
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X`1s`S (circle ono)SccrotorylChiaf FinancialOfficer/Asst.
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A. STATEMENT OF WORK: (Narrative of work to be performed) I
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The CONSULTANT shall work collaboratively with the City of Huntington Beach and the Ad
Hoc Committee to assist with outreach to the South Coast Air Quality Management District
(SCAQMD)Governing Board and executive management in regards to the existing coastal odors
in Huntington Beach. {
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B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: `
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The CONSULTANT shall collaboratively work with the City of Huntington Beach staff to
create an outreach strategy aimed at engaging the SCAQMD in regards to the ongoing coastal
area odors. This strategy should incoporate the following elements:
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Message points targeted for specific audiences-Governing Board Members,other elected
officials,residents,community groups,non-profit organizations,business owners/associations,
etc. Press releases,articles in local publications,and op-ed pieces that will further the education
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of the City's residents as it pertains to the coastal area odors and the City's responsiveness to
dealing with finding the source and working with other government agencies.
-Participate and work with staff to prepare for Ad Hoc Committee Meetings related to Coastal j
Area Odors.
The support of local elected officials will be critical to this effort. To that end,CONSULTANT
will coordinate and participate in meetings with elected officials and SCAQMD Governing
Board Members. f
C. CITY'S DUTIES AND RESPONSIBILITIES: `
s
EXHIBIT A
The CITY shall work with the Consultant to identify appropriate staff members to work with
Peter Whittingham Public Affairs Advisors. CITY staff will not control the manner or means of
CONSULTANTS services.
D. WORK PROGRAM/PROJECT SCHEDULE:
The Consultant will have six(6)from contract approval to complete the Statement of'Work. �
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EXHIBIT
• •EXJE IT"B"
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Payment Schedule(Hourly Payment)
A. Hourly Fate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
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Hourly rate of$200,with a monthly not-to-exceed cap of$3,000.This contract may be
terminated by either party at any time during the initial six month term with 30 days' notice
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.
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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 i
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 payment due,
D) Include a certification by a principal member of CONSULTANI'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
1 E
Exhibit B
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.
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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,
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Exhibit B
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RECEIVED
MAR
CITY OF HUNTINGTON BEACH
t artmwit
REVENUE / BUDGET APPROPRIATION ADJUSTMENTS Finance �
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REVENUE APPROPRIATION INCREASE REQUEST:
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Business Unit& p Account Category
Object Code Subledger a Department Division Title Level 4 Account Description Amount
98500985.46160 Library Services State Lit Grant 17-18 .Revenues . from state of cal $ 39,441,00
Select Department W Select Level 4 title q
Select Department - Select Level 4 titlI W
Select Department W Select Level 4 title W
Select Department W Select Level 4 title v
Select Department V Select Level 4 titli v
Select Department V Select Level 4 titl V
tiff ' •ti}:::ti:::titi�ti• ,. TOTALI $ 39,441.00
BUDGET APPROPRIATION INCREASE REQUEST:
y
Business Unit& p Account Category
Object Code Subledger a Department Division Title Level 4 Account Description Amount
98550604.52000 Library Services v State Lit Grant 17-18 Salaries and Ben . temp salaries $ 39,441.00
Select Department V Select Level 4 titl
Select Department V Select Level 4 titl V
Select Department V Select Level 4 title v
Select Department V Select Level 4 title v
Select Department V Select Level 4 title v
Select Department V Select Level 4 titl V
• -X-X- X 5551 ti .ti .r'• : : tip•;., •ti,•. TOTAL $ 39,441.00
.. . ...... . . .. . .
JUSTIFICATION FOR TRANSFER
Grant award needs to be appropriated in order to be used. Initial amount of$18,000 was previously appropriated. This$39,441 is the
balance of the grant. RCA No. 2017-43, Section 9,permits grants and same-source appropriations below$100,000 in the same year.
AUTHORIZATIONS
Prepared By: Julie Bixby, Library Acquisitions
1 Stephanie Beverage 2 � �G f �Z
//
Print Name epa nt Approval f/ Da e
2
Print Name Finance Administration Approval Date
3
Print Name City Manager Date
SPECIAL INSTRUCTIONS
All revisions require#1 
All revisions to personal services require#1,#2,and#3
Changes to total budget of any department or fund requires all the above and City Council approval.
Please attach the approved RCA to this revision request.
Finance Use Only
Budget Has the Availab u ep rt been checked:_✓Yes _ No Funds Availaible Report Attached: e/Yes _No
Budget Approval: 1 Date: 31(�
Accounting Approval: Date:
Processed by: Batch No. Date Processed:
BV-Budget of PY Unexpended Amount BW- Budget Addition BX-Budget Transfer BY-Budget Addition-Carry Forward
BZ-Budget Addition-New Revenue ##-Prior Year
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Huntington Beach Library Invoice#6422-1
Vendor ID 0000014261
State of California
Califomia Library Literacy and English Acquisition Services(CLLS)
California Education Code;Section 18880-18883
Budget Citation Chapter 14-Budget Item 6120-213-0001
Fiscal Year:2017-2018
Reporting Structure:61202000 CC3A:5432000 APprop.Ref:213;
_Purchasirtcf Authodty Number:CSL-6120 _ Category:84121600 Program#:5312
FOR PAYMENT
Amount Claimed Second & Final Installment-$39,441
claims the indicated allowance fiai fie ptrposes of carrying out the functions stated in its CLLS
application and in Sections 18880-18883 of the California Education Code.
Warrant to be Issued for payment to the fibrary to be addressed to:
* HU KIT/lJCG-'IDQ r U CAAA ?jL6LIILLi 8P�"�71( �- "t�t..lk}evi ,ji 4tt' t +t'"'t
(Authorized agency to receive,disburse a account for CLLS funds) C&
I hereby certify under penalty of perjury: that the library named above shall use their allowance solely
for the purposes indicated in their CLLS application and in Sections 18880-18883 of the California
Education Code.
1 n�rfm �'narlfie�.�iire��,�'
Official Representative or Fiscal Agent(Signature Required) Title
MAIL ONE ORIGINAL SIGNATURE TO:
California State Library
Fiscal Office—CLLS
P. a. Box 942837
Sacramento,CA 94237-0001
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
tote Library Local Assistance Office Use Ort v
STATE OF CALIFORNIA, State Library Fiscal Office Approval by State.
By
CLLS $
State Library Representative pate:
The warrant address must match thaton file.if you need to change the warrant authorized library name and/or address,please
contact Colette Moody,CSL Fiscal ice.
I HE HACK OF THIS DOCUMENT CONTAINS AN ARTIFICIAL WATERMARK-VIEW AT AN ANGLE
WARRANT NUMBER
FUND NO. FUND NAME c
H THE TREASURER OF THE SPATE WILL PAY OUT OF THE 8087 FISCAL CONSOLIDATED P M T `
c
IDENTIFICATION NO.
MO., DAY YR. 90-1342/1211
0000014261 0000 1
02 : 02 :2018 68225337 E
z
DOLLARS CENTS
10 225337 $***39441 ';. 00 `
--- HUNTINGTON BEACH LIBRARYr
7111 TALBERT AVE o
HUNTINGTON BEACH CA 92648-123
B TTY T./YEEE
CALIFORNIA STATE CONTROLLER
.4 2 11131, 2 1 a 2 2533791"
DE FACH ON DOTTED LINE
KEEP THIS PORTION FOR YOUR RECORDS L..
ISSUE BA'FE: 02/02/2018
CA STATE LIBRARY
900 N STREET ROOM 155
:SACRAMENTO CA 95814
FOR QUESTIONS CONTACT ACCOUNTING DEPARTMENT AT 916/654-0022
VENDOR NAME VENDOR ID
HUNTINGTON BEACH LIBRARY 0000014261
VOUCHER ID INVOICE ID PO ID
--_--__.--------------------------------------------------------
00005876 6422-1 0000001664
AMOUNT PAID
----------------------------------------------------------
4�39441 . 00
PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
PETER WHITTINGHAM PUBLIC AFFAIRS ADVISORS
FOR
THE ASSISTANCE WITH OUTREACH TO THE SOUTH COAST AIR QUALITY
MANAGEMENT DISTRICT GOVERNING BOARD
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 Peter Whittingham Publis Affairs Advisors, a consulting firm hereinafter referred to
as "CONSULTANT."
WHEREAS,CITY desires to engage the services of a consultant to assist with the outreach
to the South Coast Air Quality Management District(SCAQMD) Governing Board and executive
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management related to the coastal area odors ; 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
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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.
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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 DKeM►oU , 20 :(the "Commencement Date"). This Agreement
shall automatically terminate three (3) years from the Commencement Date, unless extended or
sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no
later than six (6) months from the Commencement Date. The time for performance of the tasks
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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 Six Thousand Dollars ($6,000).
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.
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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
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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.
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8. HOLD HARMLESS
CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless
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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 j
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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
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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.
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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
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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.
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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
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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,
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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.
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
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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: TO CONSULTANT:
City of Huntington Beach Whittingham PAA, LLC
ATTN: Antonia Graham, Assistant to the Attention: Peter Whittingham
City Manager 14 Placita
2000 Main Street Rancho Santa Margarita, CA 92688
Huntington Beach, CA 92648
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.
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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
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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
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Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
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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
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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 Cif Attorney is the exclusive legal counsel for
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CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
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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.
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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
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subject matter hereof.
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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.
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IN:WITNESS WHEREOF,the parties hereto have cam this Agreed to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACH,
a municipal corporation of the State of
Peter Whittinghain Public Affairs Advisors California
COMPANY NAME
Peter Whttinghatn,Presid t
_ Director/Chief
By: V (Pursuant To HBMC,'J3.Q3.100)
Lo
print n<�rne
ITS: (circle one)Chain reside" icc President APPROVED AS TO
AND
City Attorney
By:__ D L
print rtatstt
ITS: (circle one)Sccreary/Chief Financial Officer/Asst.
Secretary—Tres_snrer
Receive and File
City aClerk
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EXHIBIT "A"
A. STATEMENT OF WORK: (Narrative of work to be performed)
The CONSULTANT shall work collaboratively with the City of Huntington Beach and the Ad
Hoc Committee to assist with outreach to the South Coast Air Quality Management District
(SCAQMD)Governing Board and executive management in regards to the existing coastal odors
in Huntington Beach.
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
The CONSULTANT shall collaboratively work with the City of Huntington Beach staff to
create an outreach strategy aimed at engaging the SCAQMD in regards to the ongoing coastal
area odors. This strategy should incoporate the following elements:
-Message points targeted for specific audiences- Governing Board Members, other elected
officials, residents, community groups,non-profit organizations, business owners/associations, j
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etc. Press releases, articles in local publications,and op-ed pieces that will further the education
of the City's residents as it pertains to the coastal area odors and the City's responsiveness to
dealing with finding the source and working with other government agencies.
-Participate and work with staff to prepare for Ad Hoc Committee Meetings related to Coastal
Area Odors.
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The support of local elected officials will be critical to this effort. To that end, CONSULTANT
will coordinate and participate in meetings with elected officials and SCAQMD Governing
Board Members.
C. CITY'S DUTIES AND RESPONSIBILITIES:
EXHIBIT A
The CITY shall work with the Consultant to identify appropriate staff members to work with
Peter Whittingham Public Affairs Advisors. CITY staff will not control the manner or means of
CONSULTANT'S services.
D. WORK PROGRAMTROJECT SCHEDULE:
The Consultant will have six(6)from contract approval to complete the Statement of Work.
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EXHIBIT A
EXHIBIT "B"
Payment Schedule(Hourly Payment)
A. Hourly Rate
CONSULTANT'S fees for such services shall be based upon the following hourly rate and
cost schedule:
Hourly rate of$200,with a monthly not-to-exceed cap of$3,000.This contract may be
terminated by either party at any time during the initial six month term with 30 days' notice
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'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
1
Exhibit B
the parties agree that past performance by CONSULTANT is in,or has been brought
into compliance, or until this Agreement has expired or is terminated as provided
herein.
5. Any billings for extra work or additional services authorized in advance and in
writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all
of the information required above, and in addition shall list the hours expended and
hourly rate charged for such time. Such invoices shall be approved by CITY if the
work performed is in accordance with the extra work or additional services requested,
and if CITY is satisfied that the statement of hours worked and costs incurred is
accurate. Such approval shall not be unreasonably withheld. Any dispute between
the parties concerning payment of such an invoice shall be treated as separate and
apart from the ongoing performance of the remainder of this Agreement.
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Exhibit B
CITY OF HUNTINGTON BEACH
Professional Service Approval FormCIVED. ,
PART I NOV 2 0 2017 11
1�
117
Date: 11/16/2017 Project Manager Name: Antonia Graham Finance DepaitTi ii
Requested by Name if different from Project Manager:
Department: City Manager
PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST B CIE
BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FO PPR�VA1,
BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I U T 11�/F/ qEq 017
WITH ALL APPROVED CONTRACTS.
Office of the City Manager
1) Briefly provide the purpose for the agreement:
Whittingham Public Affairs Advisors will assist the City in working with the South Coast Air Quality
Management District to identify the source of the coastal area odors.
2) Estimated cost of the services being sought: $ 6,000
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 answer to this question is "No," the contract will require approval from the City Council.)
® Yes ❑ No
f'
Fiscal Ser&6se Manac,V`r 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 Fiscal Year Fiscal Year Fiscal Year
17/18
10030101.69365 $0000 $ $ $
$ $ $ $
t�lu/r�-
Budget Approval Tr /Date
Department Head Signature(s) Dat
Chief Financial Officer Signature Dat6
,4�1 II_X_ 11"�IA , /-) a- &ql
Assi it Manager's Signature Datd
APPROVED DENIE
Cr Wager's Signature Date
pwhittingham'partl.doc
REV: February 2015
CITY OF HUNTINGTON BEACH
Professional Service Approval Form
PART 11 RECEIVED
Date. 11/16/2017 Project Manager. Antonia Graham NOV 2 0 2017
Requested by Name if different from Project Manager: Finance Departn i t
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& 11 MUST
BE FILED WITH ALL APPROVED CONTRACTS.
1) Name of consultant: Peter Whittingham Public Affairs Advisors
2) Contract Number: ADM
(Contract numbers are obtained through Finance Administration x 5630)
3) Amount of this contract: $6,000
Account number Contractual Dollar Amount
Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year
17/18
10030101.69365 $6,000 $ $ $
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 describes the payment terms of the contract.
a // / (
Department FTead ate
Fiscal Services-Manager(Purchasing`)--- Date
/. (( 2t
vwBu get Manager Approval Signature ate
2,17
Chief Financial Officer(or designee) Signature Date
peter whittingham'part2.doc
PROFESSIONAL SERVICES
FISCAL YEAR 2017/18
CITY MANAGER
Department Description Amount
Professional services including governmental
membership, state and federal consulting/lobbying
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.
$ 398,494.00
FY 18/19 FY 19/20
Date Vendor Amount Contract Value Notes Amount Amount
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 $ 40,000
Keyser Marsten $ 67,500.00 $ 180,000.00 $67,500.00
4/24/2017 RSG $ 11,000.00 $ 120,000.00 Amendment#1
9/7/2017 CCA Feasibility Study $ 50,000.00 $ 50,000.00
9/11/2017 PW Org Review $ 63.200.00 $ 63,200.00
9/29/2017 Busiess attraction services $ 28,500.00 $ 28,500.00
10/12/2017 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
Total Value i $ 291,200.00
Balance I $ 107,294.00
WHITTINGHAM
Public Affairs Advisors
November 9, 2017
Ms. Antonia Castro Graham
Assistant to the City Manager
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Dear Antonia:
It has been a distinct pleasure to assist the City of Huntington Beach previously with issues
related to the South Coast Air Quality Management District (SCAQMD) and Rule 1304.1. At
your request, the following proposal delineates my proposed scope of services and compensation
for efforts related to an existing odor issue in Huntington Beach.
As has been widely reported by various media sources, residents of your city and other coastal
communities have complained for some years about a foul odor that comes and goes. To date,
the source of this odor has not been identified, but over the past several months many residents
have reported that the odor has become stronger and more offensive.
A working group made up of representatives of So Cal Gas, businesses, cities and the SCAQMD
has been working to identify the source(s), but this group has made little progress. Given this
status, the Huntington Beach City Council recently formed an ad hoc committee to work with
residents to create a"Coastal Area Odors work plan."
As you know, I have more than 22 years of experience with the SCAQMD, both as an aide to a
Governing Board member and representing both public and private sector clients on a variety of
rulemaking proposals and other significant issues. Included amongst these efforts was my work
with the City of Paramount in late 2016 to encourage the SCAQMD to commit greater resources
to complaints regarding spikes in Hexavalent Chrome readings.
I would propose to assist the City of Huntington Beach and the ad hoc committee with outreach
to the SCAQMD Governing Board and executive management via a six month contract at an
hourly rate of$200, with a monthly not-toyexce_ed cap of$3,000 (not including expenses, which
would be capped at $150/month). This contract may be terminated by either party at any time
during the initial six month term with 30 days' notice.
I have included my W9 for your aid in processing this potential agreement and am happy to
discuss this proposal with you as you so desire. Thank you again for your consideration of
Whittingham Public Affair Advisors and best regards.
Sincerely,
P,-� &
Peter Whittingham
Whittingham PAA, LLC
14 Placita
Rancho Santa Margarita, CA 92688