Blais and Associates Inc (2014) •
GRANT-WRITING SERVICE AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 17th day of June
2014 by and between the City of Rancho Palos Verdes (hereinafter referred to as the
"CITY") and Blais & Associates, Inc., a Texas corporation (hereafter referred to as
"CONSULTANT").
WHEREAS, the CITY is in need of grant-writing services including the
identification of funding opportunities, on-going grant research, and development and
submission of grant proposals.
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE 1: SCOPE OF SERVICES
1.1 Description of Services
CONSULTANT shall perform tasks to provide technical and administrative
support for the CITY's Grant Program as directed by the City Manager or by the City
Manager's designee (the "Project"). These duties would include:
(a) Research and assess grants for which the CITY might be
competitive and meet the goals and objectives of the CITY;
(b) Monitor and track the Federal Economic Stimulus program and
ensure that the CITY is aware of deadlines and obligations, and assist as authorized by
the CITY;
(c) Develop grant applications as approved and directed by the CITY
to help the CITY meet its goals and objectives;
(d) Work with the CITY's federal advocate to ensure that the CITY is
aware of deadlines for earmarks and appropriations; and
(e) Create records that will track and document funding sources, types
of projects, and amount of funding as it relates to the Grant Program.
1.2 Term of Agreement and Schedule of Work
CONSULTANT will commence the work under this Agreement no later
than July 1, 2014 and will provide services under this Agreement for a period ending on
June 30, 2015, unless notice of termination is given in accordance with Article 4 of this
Agreement. CONSULTANT shall perform with due diligence the services requested by
the CITY. Time is of the essence in this Agreement. CONSULTANT shall not be
responsible for delay, nor shall CONSULTANT be responsible for damages or be in
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default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of
God, or the failure of CITY to furnish timely information or to approve or disapprove
CONSULTANT's work promptly, or delay or faulty performance by CITY, other
consultants/contractors, or governmental agencies, or any other delays beyond
CONSULTANT's control or without CONSULTANT's fault.
ARTICLE 2: COMPENSATION
2.1 Fee
For the proper performance of CONSULTANT's services under Article 1,
CITY agrees to compensate CONSULTANT in accordance with Schedule of Fees and
Costs, attached hereto as Exhibit "A" and incorporated herein by reference, and in any
case an amount not to exceed fifty thousand dollars and no cents ($50,000.00). The
rates in Exhibit "A" shall be in effect through the end of the Agreement.
2.2 Payment Address
All payments due to CONSULTANT shall be paid to:
Blais &Associates, Inc.
4017 Moonlight Dr.
Little Elm, TX 75068
2.3 Terms of Compensation
CONSULTANT shall submit monthly invoices for the percentage of work
completed in the previous month. CITY agrees to authorize payment for all undisputed
invoice amounts within thirty'(30) days of receipt of each invoice. CITY agrees to use
its best efforts to notify CONSULTANT of any disputed invoice amounts or claimed
completion percentages within ten (10) days of the receipt of each invoice. However,
CITY's failure to timely notify CONSULTANT of a disputed amount or claimed
completion percentage shall not be deemed a waiver of CITY's right to challenge such
amount or percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
2.4 Taxes
The CITY shall not make income tax or social security or other tax
withholding from CONSULTANT's invoice, except as required by law. CONSULTANT is
responsible for all taxes, but the CITY will provide any form required by the United
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States Internal Revenue Code. CONSULTANT must provide the CITY with
CONSULTANT's Federal Tax Identification Number or non-United States equivalent.
ARTICLE 3: INDEMNIFICATION AND INSURANCE
3.1 Indemnification
To the maximum extent permitted by law, CONSULTANT shall defend,
indemnify, and hold the CITY, its officials, officers, employees, agents and independent
contractors serving in the role of CITY officials, and volunteers (collectively
"Indemnitees") free and harmless from any and all claims, demands, causes of action,
costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or
persons, including wrongful death (collectively "Claims"), in any manner arising out of or
incident to any acts or omissions of CONSULTANT, its officials, officers, employees or
agents in connection with the performance of this Agreement, including without
limitation the payment of all consequential damages, attorneys' fees, and other related
costs and expenses, except for such Claims arising out of the sole negligence or willful
misconduct of the Indemnitees. With respect to any and all such Claims,
CONSULTANT shall defend Indemnitees at CONSULTANT's own cost, expense, and
risk and shall pay and satisfy any judgment, award, or decree that may be rendered
against Indemnitees. CONSULTANT shall reimburse Indemnitees for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. CONSULTANT's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by CONSULTANT or Indemnitees. All
duties of CONSULTANT under this Section shall survive termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each
occurrence and two million dollars ($2,000,000) general aggregate for bodily injury,
death, loss or property damage for products or completed operations and any and all
other activities undertaken by CONSULTANT in the performance of this Agreement.
Said policy or policies shall be issued by an insurer admitted to do business in the State
of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1,000,000) per claim and
aggregate for errors and/or omissions of CONSULTANT in the performance of this
Agreement. Said policy or policies shall be issued by an insurer admitted to do business
in the State of California and rated in Best's Insurance Guide with a rating of A:VII or
better. If a "claims made" policy is provided, such policy shall be maintained in effect
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from the date of performance of work or services on the CITY's behalf until three (3)
years after the date of work or services are accepted as completed. Coverage for the
post-completion period may be provided by renewal or replacement of the policy for
each of the three (3) years or by a three-year extended reporting period endorsement,
which reinstates all limits for the extended reporting period. If any such policy and/or
policies have a retroactive date, that date shall be no later than the date of first
performance of work or services on behalf of the CITY. Renewal or replacement
policies shall not allow for any advancement of such retroactive date.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, a policy or policies of Automobile Liability
Insurance, with minimum of one million dollars ($1,000,000) per claim and occurrence
and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one
person and five hundred thousand dollars ($500,000) for property damage arising from
one incident.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as
required by the law. CONSULTANT shall require any subcontractor similarly to provide
such compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage
shall not be cancelled or modified by the insurance carrier without thirty (30) days prior
written notice to CITY, or ten (10) days' notice if cancellation is due to nonpayment of
premium. Additionally, CONSULTANT shall provide immediate notice to the City if it
receives a cancellation or policy revision notice from the insurer.
(b) CONSULTANT agrees that it will not cancel or reduce any required
insurance coverage. CONSULTANT agrees that if it does not keep the aforesaid
insurance in full force and effect, CITY may either immediately terminate this Agreement
or, if insurance is available at a reasonable cost, CITY may take out the necessary
insurance and pay, at CONSULTANT's expense, the premium thereon.
3.7 Entire Policy and Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall
maintain on file with the CITY Clerk both a copy of the entire policy and a certificate of
insurance showing that the aforesaid policies are in effect in the required amounts. The
commercial general liability policy shall contain endorsements naming the CITY, its
officers, agents and employees as additional insureds.
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3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any
coverage available to CITY. The insurance policies (other than workers compensation
and professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4: TERMINATION
4.1 Termination of Agreement
(a) Either party may terminate this Agreement at any time, with or
without cause, upon thirty (30) days prior written notice. Notice shall be deemed served
if completed in compliance with Section 6.14.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by
CONSULTANT, in an amount to be determined as follows: for work satisfactorily done
in accordance with all of the terms and provisions of this Agreement as determined by
the CITY, CONSULTANT shall be paid an amount equal to the percentage of services
performed prior to the effective date of termination or cancellation in accordance with
the work items; provided, in no event shall the amount of money paid under the
foregoing provisions of this paragraph exceed the amount which would have been paid
to CONSULTANT for the full performance of the services described in this Agreement.
ARTICLE 5: OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All final documents, plans, specifications, reports, information, data,
exhibits, photographs, images, video files and media created or developed by
CONSULTANT pursuant to this Agreement ("Written Products") shall be and remain the
property of the CITY without restriction or limitation upon its use, duplication or
dissemination by the CITY. All Written Products shall be considered "works made for
hire," and all Written Products and any and all intellectual property rights arising from
their creation, including, but not limited to, all copyrights and other proprietary rights,
shall be and remain the property of the CITY without restriction or limitation upon their
use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or
attempt to obtain copyright protection as to any Written Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the
CITY pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component as to
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which any intellectual property right exists, including computer software, used in the
rendering of the services and the production of all Written Products produced under this
Agreement, and that the CITY has full legal title to and the right to reproduce the Written
Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected
officials, officers, employees, servants, attorneys, designated volunteers, and agents
serving as independent contractors in the role of CITY officials, harmless from any loss,
claim or liability in any way related to a claim that CITY's use of any of the Written
Products is violating federal, state or local laws, or any contractual provisions, or any
laws relating to trade names, licenses, franchises, copyrights, patents or other means of
protecting intellectual property rights and/or interests in products or inventions.
CONSULTANT shall bear all costs arising from the use of patented, copyrighted, trade
secret or trademarked documents, materials, equipment, devices or processes in
connection with its provision of the services and Written Products produced under this
Agreement. In the event the use of any of the Written Products or other deliverables
hereunder by the CITY is held to constitute an infringement and the use of any of the
same is enjoined, CONSULTANT, at its expense, shall: (a) secure for CITY the right to
continue using the Written Products and other deliverables by suspension of any
injunction, or by procuring a license or licenses for CITY; or (b) modify the Written
Products and other deliverables so that they become non-infringing while remaining in
compliance with the requirements of this Agreement. This covenant shall survive the
termination of this Agreement.
Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables
related to the Project without additional cost or expense to the CITY. If CONSULTANT
prepares a document on a computer, CONSULTANT shall provide CITY with said
document both in a printed format and in an electronic format that is acceptable to the
CITY.
ARTICLE 6: GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the City Manager or his or her designee,
and CONSULTANT shall notify CITY of CONSULTANT's designated representative.
These individuals shall be the primary contact persons for the parties regarding
performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48), the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities
Act of 1990 (42 U.S.C. § 11200, et seq.).
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6.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense,
all personnel required to perform CONSULTANT's services under this
Agreement. CONSULTANT shall make reasonable efforts to maintain the continuity of
CONSULTANT's staff who are assigned to perform the services hereunder and shall
obtain the approval of the City Manager of all proposed staff members who will perform
such services. CONSULTANT may associate with or employ associates or
subconsultants in the performance of its services under this Agreement, but at all times
shall CONSULTANT be responsible for its associates or subconsultants' services.
6.4 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that: a) CONSULTANT
is licensed, qualified, and capable of furnishing the labor, materials, and expertise
necessary to perform the services in accordance with the terms and conditions set forth
in this Agreement; b) there are no obligations, commitments, or impediments of any kind
that will limit or prevent CONSULTANT's full performance under this Agreement; c) to
the extent required by the standard of practice, CONSULTANT has investigated and
considered the scope of services performed, has carefully considered how the services
should be performed, and understands the facilities, difficulties and restrictions
attending performance of the services under this Agreement.
6.5 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12) months after completion of the
work under this Agreement which is or may likely make CONSULTANT "financially
interested" (as provided in California Government Code Sections 1090 and 87100) in
any decisions made by CITY on any matter in connection with which CONSULTANT
has been retained pursuant to this Agreement.
6.6 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled
by and construed under the laws of the State of California, excluding California's choice
of law rules. Venue for any such action relating to this Agreement shall be in the Los
Angeles County Superior Court.
(b) If any legal action or other proceeding, including action for
declaratory relief, is brought for the enforcement of this Agreement or because of an
alleged dispute, breach, default or misrepresentation in connection with this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees,
and other costs, in addition to any other relief to which the party may be entitled.
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(c) Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT
for its testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.7 Assignment
CONSULTANT shall not assign this Agreement or any part thereof without
the prior written consent of the CITY. Any such purported assignment without written
consent shall be null and void, and CONSULTANT shall hold harmless, defend and
indemnify the CITY and its officers, officials, employees, agents and representatives
with respect to any claim, demand or action arising from any unauthorized assignment.
Notwithstanding the above, CONSULTANT may use the services of
persons and entities not in CONSULTANT's direct employ, when it is appropriate and
customary to do so. The CITY shall not unreasonably restrict CONSULTANT's use of
subcontractors for additional services provided CONSULTANT notifies the CITY in
advance.
6.8 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent contractor. Neither the CITY nor any of its agents shall have control over
the conduct of CONSULTANT or any of the CONSULTANT's employees, except as
herein set forth, and CONSULTANT is free to dispose of all portions of its time and
activities which it is not obligated to devote to the CITY in such a manner and to such
persons, firms, or corporations as the CONSULTANT wishes except as expressly
provided in this Agreement. CONSULTANT shall have no power to incur any debt,
obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an
agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of
its agents, servants or employees, are in any manner agents, servants or employees of
CITY. CONSULTANT agrees to pay all required taxes on amounts paid to
CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless
from any and all taxes, assessments, penalties, and interest asserted against the CITY
by reason of the independent contractor relationship created by this Agreement.
CONSULTANT shall fully comply with the workers' compensation law regarding
CONSULTANT and its employees. CONSULTANT further agrees to indemnify and
hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers' compensation laws. The CITY shall have the right to offset against the amount
of any fees due to CONSULTANT under this Agreement any amount due to the CITY
from CONSULTANT as a result of its failure to promptly pay to the CITY any
reimbursement or indemnification arising under this Article.
CITY has no obligation to provide CONSULTANT with any fringe benefits,
including, but not limited to, accident, health, life or disability insurance, paid vacation,
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or sick leave. CONSULTANT acknowledges that its employees are not eligible to
participate in the pension, 401(k) plan, or incentive compensation plan of the CITY or
any of its affiliates.
6.9 Titles
The titles used in this Agreement are for general reference only and are
not part of the Agreement.
6.10 Entire Agreement
This Agreement, including Exhibit "A", represents the entire and integrated
agreement between CITY and CONSULTANT and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be modified
or amended, or provisions or breach may be waived, only by subsequent written
agreement signed by both parties.
6.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
6.12 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT constitute or be construed as a waiver by the CITY of any breach of
covenant, or any default which may then exist on the part of CONSULTANT, and the
making of any such payment by the CITY shall in no way impair or prejudice any right or
remedy available to the CITY with regard to such breach or default.
6.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
of this Agreement shall continue in full force and effect.
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6.14 Notice
Except as otherwise required by law, any notice or other communication
authorized or required by this Agreement shall be in writing and shall be deemed
received on (a) the day of delivery if delivered by hand or overnight courier service
during CITY's regular business hours or (b) on the third business day following deposit
in the United States mail, postage prepaid, to the addresses listed below, or at such
other address as one party may notify the other:
To CITY:
Carolynn Petru, Acting City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Neil C. Blais, President & CEO
Blais &Associates, Inc.
4017 Moonlight Dr.
Little Elm, TX 75068
6.15 Authority
Mr. Neil C. Blais certifies and declares under penalty of perjury that he is
both the President and Secretary of CONSULTANT, and therefore, he has the authority
to execute this Agreement on behalf of CONSULTANT and to bind CONSULTANT to
the performance of its obligations hereunder.
[Continued on next page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: CONSULTANT:
Blais &Associates, Inc.
BY:
eil C. Blais,
President, CEO and Secretary
7/0
Dated: * CITY:
The City of Rancho Palos Verdes,
A Municipal Corporation
Du ovic, Mayor
ATTEST:
City Clerk
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EXHIBIT "A":
SCHEDULE OF FEES AND COSTS
CITY agrees to compensate CONSULTANT at the rate of ninety-seven dollars ($97.00)
per hour. In addition, CITY agrees to payment of the following "Direct Costs":
(i) All out-of-pocket expenses such as copies and reprographics, telephone,
facsimiles, courier service, express mail, and postage are billed at cost; and
(ii) Mileage will be billed at the current allowable federal rate.
CONSULTANT will invoice CITY for the grant research, active or completed grant
proposals, and direct costs on a monthly basis. Table 1 shows CONSULTANT's current
schedule of fees and costs.
Table 1: Schedule of Fees and Costs
Staffing/Labor (billed in 15-minute
$97/hour
increments)
Mileage (billed at current IRS rate) $0.56/mile
Travel (tolls, airfare, hotel, cab) Cost
Copies/Reprographics Cost
Telephone (long distance only) Cost
Facsimiles N/A
Courier Service or Express Mail Cost
Postage Cost