HomeMy WebLinkAboutImprovisations, Inc. - 2021-04-15 PROFESSIONAL SERVICES CONTRACT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
IMPROVISATIONS, INC.
FOR
AS NEEDED SUPPORT SERVICES 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 as-needed
support services to 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.
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3. TERM; TIME OF PERFORMANCE
Time is of the essence of this Agreement. The services of CONSULTANT are to
commence on r d �Jse 20 J-4 (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 Fifteen Thousand Dollars (SI5,000).
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.
6. METHOD OF PAYMENT
CONSULTANT shall be paid pursuant to the terms of Exhibit "B."
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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:
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"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 attomey'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
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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
famish 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:
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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
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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
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.
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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:
City of 1-luntington Beach Improvisations, Inc.
ATTN: Peter Yang ATTN: Audrey Mattoon
2000 Main Street 60401 Hanes Rd.
Huntington Beach, CA 92648 Bend, OR 97702
17. CONSENT
When CITY's consent/approval is required under this Agreement, its
consent/approval for one transaction or event shall not be deemed to be a consent/approval to any
subsequent occurrence of the same or any other transaction or event.
18. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless
in writing and duly executed by both parties.
19. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive
phrases at the beginning of the various sections in this Agreement are merely descriptive and are
included solely for convenience ofreference 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
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provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be
unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining
covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent
upon any other unless so expressly provided here. As used in this Agreement, the masculine or
neuter gender and singular or plural number shall be deemed to include the other whenever the
context so indicates or requires. Nothing contained herein shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict between any provision
contained herein and any present or future statute, law, ordinance or regulation contrary to which
the parties have no right to contract, then the latter shall prevail, and the provision of this
Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to
bring it within the requirements of the law.
21. DUPLICATE ORIGINAL
The original of this Agreement and one or more copies hereto have been prepared
and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of
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
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scope of- services contemplated hereunder. CONSULTANT understands that pursuant to
Huntington Bench Cip, Charter Section 309, the City Attorney is the exclusive legal counsel for
CITY; and CITY shall not be liable for payment of any legal services expenses incurred by
CONSULTANT.
24. ATTORNEY'S FEES
In the event suit is brought by either party to construe, interpret and/or enforce the
terms and/or provisions of this Agreement or to secure the performance hereof, each party shall
bear its own attorney's f-ees, such that the prevailing party shall not be entitled to recover its
attorney's fees from the nonprevailing party.
25. SURVIVAL
Terms and conditions of this Agreement, which by their sense and context survive
the expiration or termination of-this Agreement, shall so survive.
26. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of-the
State of California.
27. SIGNATORIES
Each undersigned represents and warrants that its signature hereinbelow has the
power, authority and right to bind their respective parties to each of the terms of this Agreement,
and shall indemnify CITY fully for any injuries or damages to CITY in the event that such
authority or power is not, in fact, held by the signatory or is withdrawn.
28. ENTIRETY
The parties acknowledge and agree that they are entering into this Agreement freely
and voluntarily following extensive arm's length negotiation, and that each has had the opportunity
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to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and
agree that no representations, inducements, promises, agreements or warranties, oral or otherwise,
have been made by that party or anyone acting on that party's behalf, which are not embodied in
this Agreement, and that that party has not executed this Agreement in reliance on any
representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set
forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement
between the parties respecting the subject matter of this Agreement, and supersede all prior
understandings and agreements whether oral or in writing between the parties respecting the
subject matter hereof.
29. EFFECTIVE DATE
This Agreement shall be effective on the date of its approval by the Cite Attorney.
This Agreement shall expire when terminated as provided herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by and through their authorized officers.
CONSULTANT, CITY OF HUNTINGTON BEACI I,
a municipal corporation of the State of
Impro'*� California
By: ;
AudreyMattoonn - r.4,60 r-. . .,cw eA0,un-Director/Chief
Managnr (Pursuant ro HBMC f3.03.100)
erne
ITS: (circle one)Chnimmi/PresidenMce Proident APPROVED AS TO FORM:
By:
j,tCity Attorne ,W/
Bryan deSilva,
CEO/Secretappnt name Date
ITS: (circle om)Secretary/Chief Financial OfricerlAsu.
Secretary—Treasurer RECEIVE AND FILE:
City Clerk �
Date
COUNTERPART
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Doaanem W.ZMAY-MA W7-OSOCY-90CM Papa 12 or 21
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, Inc. California
By:
&AAeZI7_-Director/Chief
(Pursuant To HBMC ¢3.03.100)
print name
ITS: (circle one)Chairman/PresidenVV ice President APPROVED AS TO FORM:
AND
By:
City Attorney MA/
print name Date
ITS: (circle one)Secretary/Chief Financial Officer/Asst.
secretary—Treasurer RECEIVE AND FILE:
City Clerk
Date
COUNTERPART
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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
Impro,��/i �� California
By:
Audrey Mattoon- eAw F,�w-+4ws� mme 7 --Director/ hief
(Pursuant To NB)WC§3.03.1001
ITS: (circle me)Chairman/President/Vice President APPROVED AS TO FORM:
By:
City Attorney MV
Bryan deSitva,
CEO/Secretapyint aurae Date
ITS: (circle one)Secretary/Chief Financial OlTicer/AssL
Secretary-Tmmrcr RECEIVE AND FILE:
City Clerk
Date
COUNTERPART
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Signature Certificate
ZHDAY-6MKM7-QSGCY-S6KTR
Audrey Mattoon
amattoon@irnprovizaticns.com L �'
� A
66 169 135 2W 15AV2WI191611UTC IIII11111111111111111111111111 ;-:'
Bryan deSilva
bdesdva@improvizations com
451624162 ISAP2W120201SUTC IIIIIIIIIIIIIIIIIIIIIIIIIIIIII
15 Apr 2021 20:20:15 UTC
Panda Doc com �. • �.
❑I
EXHIBIT "A"
A. STATEMENT Of WORK: (Narrative of work to be performed)
See attached exhibit A
B. CONSULTANT'S DUTIES AND RESPONSIBILITIES:
See attached exhibit A
C. CITY'S DUTIES AND RESPONSIBILITIES:
See attached exhibit A
D. WORK PROGRAM/PROJECT SCHEDULF:
See attached exhibit A
EXHIBIT A
EXHIBIT A
Scope of Work
Optimization Tasks Identified By City Of Huntington Beach
Improvisations resources will complete the following tasks, as the budget allows:
Configuration of percentage allocation rules. Requirements and Design are currently underway with
existing SOW.
Reset employee limit for reports.
Setup workflow notifications for timecards that have not been signed-off.
Troubleshoot existing 9/80 rules.
Configuration of holidays and holiday profiles.
Review of Overtime rules, paycodes, and processing order.
Troubleshoot integration with JDE.
Optimize Person Import.
Review and installation of Service Pack 9 on DEV and PROD environment.
Out of Scope
Hardware troubleshooting unrelated to WFM software, including but not limited to: Physical Servers,
Device hardware/time clocks.
Operating software, web servers software, database software, database maintenance.
Third party software (not Kronos) related issues will be the responsibility of Client.
Implementation of Kronos Mobile functionality which is covered under a separate SOW.
Estimate
Estimate Notes
This is a Time and Expense contract. Estimation is provided for budgeting purposes but is not a promise, express
or implied, of total project cost.This 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 (or decrease) from what is outlined herein.
Improv will only bill for hours worked, and tracked to the quarter hour; if hours worked are less than the hours
quoted, there is no further obligation on the part of Client.
Page 1 of 3
EXHIBIT A
Project costs may be extended based on additional discovery, analysis, or client-initiated requests/change orders
as the work progresses. Requested or additional scope will result in a change order.
Page 2 of 3
EXHIBIT A
Name Price QTY Subtotal
Application Consultant II $180.00 75 $13,500.00
Total $13,500.00
Page 3 of 3
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:
This is a Time and Expense contract. Estimation is provided for budgeting purposes but is not a
promise.express or implied,of total project cost.This 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(or decrease)from
what is outlined herein.
Improv will only bill for hours worked,and tracked to the quarter hour;if hours worked are less
than the hours quoted,there is no further obligation on the part of Client.
Project costs maybe extended based on additional discovery,analysis,or client-initiated
requests/change orders as the work progresses. Requested or additional scope will result in a
change order.
Name Price QTY Subtotal
Application Consultant 11 5180.00 75 513,500.00
Total $13,500.00
B. Travel Charges for time during travel are not reimbursable.
C. Billin
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.
1
Exhibit B
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 o1'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 CffY 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 I3
EXHIBIT "B"
Payment Schedule (Fixed Fee Payment)
I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee
set forth herein in accordance with the following progress and payment schedules.
2. Delivery of work product: A copy of every memorandum, letter, report, calculation
and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate
progress toward completion of tasks. In the event CITY rejects or has comments on any such product,
CITY shall identify specific requirements for satisfactory completion.
3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment
due. Such invoice shall:
A) Reference this Agreement;
B) Describe the services performed;
C) Show the total amount of the payment due;
D) Include a certification by a principal memberofCONSULTANT'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
THE CITY OF HUNTINGTON BEACH AND
IMPROVISATIONS, INC.
FOR
AS NEEDED SUPPORT SERVICES 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..............................................................................................I......I....... 3
7 Disposition of Plans, Estimates and Other Documents....................................................... 3
8 Hold Harmless.....................................................................................................................3
9 Professional Liability Insurance ..............................................................................4
10 Cenificate of Insurance....................................................................................................... 5
11 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 B ..........................................................................................................................9
23 Legal ServicesSubcontracting Prohibited ...........................................................................9
24 Attornev's Fees..................................................................................................................... 10
25 Survival ......................................................................................................I......................... 10
26 Governing Law..................................................................................................................... 10
27 Signatories............................................................................................................................ 10
28 Entiretv................................................................................................................................. 10
29 Effective Date.................................................................................I I
ACOR" MW(MM/DD/YYYY)
�i CERTIFICATE OF LIABILITY INSURANCE 02J77/202,
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CER/UICATE HOLDER.THIS CERTIMATE DOES NOT AFFIRMATIVELY OR NEGATIVELY
WEND.EXTEND OR ALETA THE COVERAGE AFFORDED BY THE POLCIES SELOW.THIS CERTIF1C11TE OF INSURANCE DOES NOT CONSTRUTE ACdRRACT BETWEEN THE tSWING INSURER(S).
AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:lr tM Cartif"Ie Alder is an ADDITIONAL INSURED,tM pdNYl+a)mRH Iwa ADIXnONAI INSURED proriFlorH a W aMorrd.M SUBRO(.ATION IS WAVED,wRjact[01M brim aM
COMitiRM W tM poli(y.Chain I>DIKiN TiY IeW in an enOpfement A sbtwn•nt Pn Mb CNEiFKJbdMe rot order/fRNb t0 t)N tYHilkAb MMer in INu Of wCN MNpfMMrR(e).
PRODUCER CONTACT
NAME: Perry Rhodes
Perry Rhodes Insurance Agency PHONE fAx
1470 NE 1st St Ste 100 (A/C.NO.EX1'541-389-3715 (A/C.NO)'677.5544521
E-AAL
OR 97701.4216 ADDRESS: prhades®famrersagent corn,
INSURERS)AFFORDING COVERAGE NAIC0
R/suR INSURER A- Truck Insurance Exchange 21709
INSURER B: Farmers Insurance Exchange 21652
IMPROVISATIONS INC INSURERC: Mid Century Insurance Company 21607
6D401 HANES RD INSURERO
INSURER E'
BEND OR 97702
INSUNIt F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY
REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER OOCUMENT WITH RESPECT TO WHICH THIS CE RTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSIMANCE AFFORDED By THE
POLICIES DESCRIBED HEREIN IS SUBJECT TO AL THE TERMS.EXCLUSIONS AND CONDITIONS Of SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CWMS
LTYPE Of INSURANCE ADM SUBR Elm WVDD POLICY NUMBER (MMMDD/EYYYY) (RAM/DD/YYYY) IIMTR
COMMERCMLGENERALLMMUN EACHOCCURRENCE S 2,001),
OAMAGETORENTED
CWMS-MADE a OCCUR PREMISES(Ea Ocarn ) $ 75.00C
MEDEXP(A,onepenon) S 5
C Y Y 244249 11/13/2020 11/13/2021 PERSONAL B ADV INJURY $ 2,000,
GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 4000
POLICY a PROJECT ❑ LOC PRODUCTS COMP/OPAGG S 2,000.
OTHER: S
COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY (EA acddard) S 2.000,00(
ANY AUTO BODILY INJURY(P.person) S
wf"WIN
SCHEDULED
CAUTOS 244249 11/13/2020 11/13/2021 BODILY INJURY IPv sccltlenuf
X NON-OWNED PROPERTY DAMAGE $
AUTOSONLY (Per arr4nO
S
OCCUR EACHOCCURRENCE S 3.000.000
CCWAISMADE 244266 11/05/2020 11/05/2021 AGGREGATE 3
ENTIONS f
WORRERSCOMPENSATION PER OTHER S
AND EMPLOYERS'LIABILITY STATUTE
ANY PROPRIETOR:PARTNER Ym EI.EACH ACCIDENT S 1,DOQ
EXECUTIVE OFFICER MEMBER III 3149389 11/18/2020 11/18/2021
B EXCLUDEW(MArAlMory INNH) Y E.L.DISEASE-EA EMPLOYEE j 1,00D.
II yes.oess IEe urMer DESCRIPTION OF
OPERATIONS Dhow E.L.DISEASE-POLICY LIMIT S 1,000,
Each Claim f1,000,
D E 1110 Inufance UDC 211ypOROYBD AS FQMo20 12/1 r20211 Aggregate LIITat $1.000.00(
Deductible 95.000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,hikltb lN, Ai III npAIPi
OI HANES RD.BEND,OR 97702 R.W.DYY
MICHAEL EGATES
CITY ATTORNEY
CITY OF HUNTINGTON BEACH
CERTIFICATE HOLDER CANCELLATION
City of untington 13ed SHCXLDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
2000 Main SIEEet DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
HunNngDn Beach,CA 92648 AUTHORIZEDREPRESENTATIVE Janice Claylon
Frrum 1 p ttnr yang NtEc[rfri -hb=pEO
ACORD 25(2016/03) t11 988-201 5 ACORD CORPORATION.All Rights Reserved
31-1769 11-15 The ACORD name and logo are registered marks of ACORD