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HomeMy WebLinkAboutImprovisations - 2020-11-01 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND IMPROVISATIONS FOR UPGRADE TO THE CITY'S TIMEKEEPING SOFTWARE 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 IMPROVISATIONS, an Oregon company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to assist with the upgrade of the City's timekeeping software; 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 Audrey Mattoon who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 20-8971/238693agree/surfnet/professionalsvcsto$49 05/19-204132 1 of 13 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on }j(>)erd\QLr' I , 20a0 (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 one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Twenty Six Thousand One Hundred Dollars ($26,100). 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. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 20-8971/238693agree/surfnet/professional sves to$49 05/19-204132 2 of 13 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 A. 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. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 3 of 13 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 4 of 13 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 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; 20-8971/238693agree/surfnet/professional sves to$49 05/19-204132 5 of 13 1 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, 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 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 6 of 13 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. LIMITATION OF LIABILITY OF CONSULTANT . In no event shall CONSULTANT be liable for any special, consequential, or incidental damages, nor for the loss of anticipated profits, or revenues of any kind whatsoever. This limitation on CONSULTANT's liability shall apply to any liability for default in connection with the services rendered herein, including any indemnification obligation pursuant to Section 8 hereinabove. 16. 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 20-8971/238693agree/surfnet/professionalsvcsto$49 05/19-204132 7 of 13 17. 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 Improvisations ATTN: Peter Yang ATTN: Audrey Mattoon 2000 Main Street 60401 Hanes Rd Huntington Beach, CA 92648 Bend, OR 97702 18. 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. 19. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both.parties. 20. 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 20-8971/238693agree/surfnet/professional sves to$49 05/19-2041.32 8 of 13 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. 21. 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. 22. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 9 of 13 23. 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. 24. 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. 25. 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. 26. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 27. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 10 of 13 28. 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. 29. 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. 30. 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. 20-8971/238693agree/surfnet/professional svcs to$49 05/19-204132 11 of 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Improvisations California B : AXI�Aw 01 h Director/Chief (Pursuant To HBMC§3.03.100) print name ITS: (circle one)Chairman/Presi ache Prcesi APPROVED AS TO FORM: /Vl � AND By: r MJJCity Att ey print name Date ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer RECEIVE AND FILE: [fit City Clerk Date 0*Zo.?D COUNTERPART 20-8971/238693agree/surfnedprofessional svcs to$49 05/19-204132 12 of 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINiGTON BEACH. a municipal corporation of the State of' Improvisations California ABv: �� II J�- Director/Chief -"drY/ (Prvsrtanr To HBAIC§3.U3.100) Print name ITS: (circle,>w)Chairman/Presidertl/�Vice Pros tt APPROVED AS TO FORM: /Yl �1rJ�rC�� AND Digitally signed by Bryan de5ilva Bv: — Location:Bend,OR Date:2020.11.09 �ity Attorney 09:16:22-08'00' print name Date ITS: (circle ate)s rn/Chicf Financial Officer/Asst. sccrctan -Trc;outer RECEIVE AND FILE: City Clerk Date COUNTERPART 2tyft971R38G93agrrrlsurl'nct/ptolcsiinn;d tiro to$49 05,19-204132 12 of 13 EXHIBIT "A" Phase 1:WFC upgrade from vS.O to VS.1 STATEMENT OF WORK: (Narrative of work to be performed) City of Huntington Beach has chosen to upgrade their current on-premise Kronos Workforce Central v8.0.x environments to v8.1.x. The appropriate Kronos Workforce Central Service Pack version will be determined when a Go-Live date is finalized. At the conclusion of the upgrade, City of Huntington Beach will be running Kronos WFC version 8.1.x with no loss of current Kronos functionality except where functionality may have been deleted or removed by Kronos in version 8.Ex. Improvisations recommends that an upgrade be completed by migrating to anew set of upgraded servers. Based on experience with similarupgradesto Kronos v8.I.x,Improvisations does not recommend upgrading servers "in place". Pricing will be based on the assumption that new servers will be used. Client reports issues with the Intouch device currently in Kronos v8.0 Production. Improvisation resources will provide consultation and troubleshooting to ensure correct functioning of the clocks. Knowledge transfer for City of Huntington Beach personnel will be completed informally as part of this process. Additional documentation will be provided as requested. Improvisations will migrate existing Navigators to Flash-free navigator components where required to maintain functionality. If City of Huntington Beach wants to customize additional Navigator Views to include additional workspaces, widgets, and wizard functionality, an additional Change Order may be generated depending on the complexity of the desired customization. Project Assumptions • The upgrade project does not include configuration changes besides those necessary to make Navigators Flash-free and convert Workforce Integration Manager Interfaces. Any updates to configuration beyond these items will be discussed with the City of Huntington Beach project team and a change order will be estimated. • The estimate is based on the information and knowledge current as of the date of this document. While we make every effort to be as accurate as possible in our initial estimates,the final effort may increase (decrease) from what is outlined herein. Project duration may be extended based on additional discovery, analysis, or client-initiated requests/change orders as the work progresses. Requested or additional changes will result in an additional change order. • All work will be completed remotely. • Two servers will be upgraded. • Six interfaces will be included. • City of Huntington Beach is not using SSO. Surfnet Exhibit A Project Risks • Even though Improvisations resources has completed upgrades remotely, there is a potential risk with access or working with client resources in installing the upgrade. • Without previous Discovery/Analysis, Improvisations cannot currently identify interfaces/custom reports that may not to upgrade to Kronos WFC 8.1.x and may need to be reconfigured. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Improvisations resources will complete the following tasks: • Remote upgrade to Kronos WFC 8.Lxoftwo environments: PROD and DEV/TEST • Convert Navigators including Navigator Profiles, Workspaces, Widgets, and Widget Parts to Flash-free • Upgrade and validate up to six interfaces • Update and troubleshoot 1 InTouch Device • Unit Testing • Support User Acceptance Testing via Knowledge Transfer and consulting on best practices • Provide Kronos WFC 8.1.x documentation to assist with end user training documents • Conduct delta training remotely for up to 3 one-hour classes of subject matter experts • Go Live Support for two payrolls • Project management to supportthe Improvisations team including project updates and a project plan CITY'S DUTIES AND RESPONSIBILITIES: City of Huntington Beach will/is: • Provide Improvisations with reasonable access to all necessary personnel and systems during the engagement to ensure success. • Responsible for creating and maintaining a secure access point into their server environment. This should be setup and validated prior to project start. • Set-up the new Kronos WFC 8.Lx servers based on Kronos requirements. Project timeline is based on servers being ready after Kick-off for install. If there are technical questions,the Improvisations' Technical Consultant will be available for support. Improvisations reserves consultants to complete the contracted work, making them unavailable to other opportunities. Should the project start be delayed, we cannot guarantee the scheduled consultant will be available, and the project may experience a delay as a result. Should the project experience client-related delays after Project Kickoff, Improvisations reserves the right to re-assign its consultants, which may limit consultant availability and impact the project timeline. EXHIBIT A WORK PROGRAM/PROJECT SCHEDULE: The Project Schedule is a draft which will be finalized once the SOW is signed off, resources are assigned, and Kick-off is scheduled. The following is based Kick-off occurring on October 5th. Servers need to be set-up as of that date. The Deploy/Support phase is dependent upon City of Huntington's payroll frequency and processing dates. • Initiate -October 5-9 • Assess/Build-October 9-16 • Testing-October 19-November 11 • Deploy/Support -November 12- December I Upgrade Project Estimate: Resource Estimated Effort Notes Technical Consultant 80 hours Upgrade of 2 environments: PROD and TEST Application Consultant 30 hours Flash-Free Navigator upgrade, UAT support, Device troubleshooting Interface Consultant 10 hours Consulting on interface troubleshoot and testing Project Manager 25 hours 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: Name Price CITY Subtotal Technical Consultant $180.00 s0 $14 400 00 Application Consultant IT $180M 301 $5,400.00 -------_ ----- ...................... ............... ......__................... ....................................................._._.... _.... _._i...___.__ .... ................. __.... interface Consultant $180.00 10 $1,800.00 Praject.N9anager $180.00 25 $4,500.00� Totat $26,100.00 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. 1 Exhibit B Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B 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 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND IMPROVISATIONS FOR UPGRADE TO THE CITY'S TIMEKEEPING SOFTWARE Table of Contents IScope of Services....................................................................................:........................... 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans, Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 Il Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................ 8 18 Modification........................................................................................................................ 8 19 Section Headings.................................................................................................................8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival ................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................11 AC R® DATE MM/DD/YYYY �..... 9/16/2020 ' CERTIFICATE OF LIABILITY INSURANCE 0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTERTHE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,ANDTHE CERTIFICATE HOLDER. IMPORTANTaf the certificate holder is a n ADDITIONAL INSURED,the policy(les)must have ADDITIONAL.INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificato does not confer rights to the certificate holder in lieu of such endorsement($). PRODUCER CONTACT NAME: Perry Rhodes Perry Rhodes Insurance Agency PHONE FAX 1470 NE 1 st St Ste 100 (A/C,NO,EXT):541-389-3715 (A/C,NO):877-554-4521 E-MAIL OR 97701-4216 ADDRESS: prhodes@farmersagent.com INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Truck insurance Exchange 21709 INSURER B: Farmers Insurance Exchange 21652 IMPROVISATIONS INC 60401 HANES RD INSURERC: Mid Century Insurance Company 21687 INSURER D: BEND OR 97702 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OFANYCONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED ORMAYPERTAIN,THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR TYPEOFINSURANCE AODTL SUBR pOLICYNUMBER POLICY EFF POLICYEXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/OD/YYYY) COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE $ 2,000,00 CLAIMS-MADE OCCUR DAMAGE TO RENTEDPREMISES(EaOccurrence) $ 75,00 MED EXP(Any oneperson) $ 5 00 C Y Y 606244249 11/13/2019 11/13/2020 PERSONAL&ADV INJURY $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4 000 00 POLICY F]PROJECT F]LOC PRODUCTS-COMP/OPAGG $ 2,000,00 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT y 2,000,00 (Ea accident) ANYAUTO BODILY INJURY(Per person) $ C OON YEDAUTOS SCHEDULED BODILYINJURY(Peraccident)$ AUTOS 606244249 11/13/2019 11/13/2020 HIREDAUTOS X NON-OWNED PROPERTY DAMAGE X ONLY AUTOSONLY (Peraccident) $ $ i UMBRELLALIAS X OCCUR EACHOCCURRENCE $ 3,000,00 C EXCESSLIAB CLAIMS-MADE 60624425.6 11/05/2019 11/05/2020 AGGREGATE ; DEO I RETENTIONS $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY STATUTE OTHER ; ANY PROPRIETOR/PARTNER/ Y/H N/A E.L.EACH ACCIDENT ; 1,000,00 EXECUTIVE OFFICER/MEMBER 03149389 11/18/2019 11/18/2020 ` B EXCLUDED?(Mandatory{n NH) Y E.L DISEASE-EAEMPLOYEE 1 1,000,00 If yes,desaibe under DESCRIPTION OF OPERATIONS below E.LOISEASE-POLICY LIMIT ;. 1,000,00 Each Claim $1,000,00 E&O Insurance Deductible$5,000 UDC-2119286-EO 19 12/1/2019 12/1/2020 Aggregate Limit $1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) 60401 HANES RD,BEND,OR 97702 _ MICHAGL E.GATES CITY ATTORNEY CERTIFICATE HOLDER CANCELLATION City of untmgon Beach SHOULD ANYOFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION € 2000 Main Street DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE Janice Clayton ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION,All Rights Reserved 31-1769 11-15 The ACORD name and logo are registered marks of ACORD