Blais and Associates Inc (2013) CITY OF RANCHO PALOS VERDES
PROFESSIONAL/TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT("Agreement") is made and entered into this 15th day of January, 2013
by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")
and Blais & Associates, Inc. (hereafter referred to as "CONSULTANT").
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto agree
as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
CONSULTANT shall provide grant management services for the CITY's construction
project titled "San Ramon Canyon Stormwater Flood Reduction Project,"in accordance with
requirements of the Grant Agreement between the State of California(Department of Water
Resources) and the City of Rancho Palos Verdes, Agreement Number 46000009642.
1.2 Description of Services
CONSULTANT shall: prepare and submit Quarterly Progress Reports;
prepare and submit Project Completion Report; prepare and submit Requests for
Reimbursements; create and retain forms, contracts, and files; provide Post-Performance
Reporting; and attend meetings and site visits, as described in CONSULTANT's Proposal,
which is attached hereto as Exhibit "A" and incorporated herein by this reference.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, 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 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
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CITY agrees to compensate CONSULTANT an amount not to exceed fifty-five
thousand one hundred eighty dollars and no cents ($55,180.00)for services as described in
Article 1.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Blais &Associates, Inc.
7545 Irvine Center Drive
Irvine Business Center, Suite 220
Irvine, CA 92618
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 Additional Services
CITY may request additional specified work under this Agreement. All such
work must be authorized in writing by the CITY's Director of Public Works prior to
commencement. CONSULTANT shall perform such services, and CITY shall pay for such
additional services in accordance with CONSULTANT's Schedule of Hourly Rates,which is
within Exhibit "A". The schedule of hourly rates shall be in effect through the end of this
Agreement.
2.5 Term of Agreement
This Agreement shall commence on January 15, 2013 and shall terminate on
April 30, 2015 unless sooner terminated pursuant to Article 4 of this Agreement.
ARTICLE 3
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INDEMNIFICATION AND INSURANCE
3.1 Indemnification
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 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
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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.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b) 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 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk 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.
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
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professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time, with or without cause,
by the CITY upon thirty(30)days prior written notice or by CONSULTANT upon ninety(90)
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 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 which
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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 Director of Public Works 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
1992 (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. Any
person who performs engineering services pursuant to this Agreement shall be licensed as
a Civil Engineer by the State of California and in good standing. 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 Director of Public
Works 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
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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.
(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
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT 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. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized consultants, and testing laboratories. CONSULTANT's use of subconsultants
for additional services shall not be unreasonably restricted by the CITY 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
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CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
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 any other documents incorporated herein by
specific reference, 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.
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 CONSULTANT's or
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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:
Ron Dragoo
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Destin Blais
7545 Irvine Center Drive, Irvine Business Center, Suite 200
Irvine, CA 92618
[Signatures on next page.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
Dated: Z tic // BLAIS & ASSOCIATES, INC.
("CONSULTANT")
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By:
P rated Name: G.
Title:
By'
Printed Name: 11:; ""a
Title: SC!Cc
Dated: �`y//3 CIN OF RANCHO PALOS VERDES
("CITY")
Mayor
ATTEST: APPROVED AS TO FORM:
By: zi r ! By:
City Clerk City Attorney
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IP 4110
r
Exhibit "A":
Consultant's Proposal, including Schedule of Hourly Rates
Blass&Associates
Quota Prepared by: 7545 Irvine Center Drive
Destin Slab professional grant management I���s ,Suite 200
x
(949)5433$ Irvine,CA 9241$
dblaisfpblaisassoccom www.biaisassoc.oam
Grant Management Quote
client Name City of Rasdo Pales Verdes,Caifarnie
client Contact Kit Fera,Senior Administrative Analyst
Client Contact Copy
Grant Program/Proposal Grant Management(post-award)for Proposition if Grant Award
Preiatt r, b ele) f ie r l+M■1liiint#Efilcm t Amiesti
Date Prepared 27-Feb-12
°Met Aialrld eS$AS,727
talaillialsIgkabaticalitilitillitatailliamod '030
VoridrlialaOS parlour
Quote Number 62-122
Activity I Hours I N/A I N/A I Total Cost
recommend Monthly Grant Corderence Cat with City Staff and B&A(Finance,PM,and e&A)(estimate 1.5
hrs/mo x 24 months}(this is a general coordination/check in call to ensure open communication and to review
the grant agreement and ensure City is complying with ail requirenerds of the`rant agreement;cat will be
cancelled on a month-by-month basis if deemed not necessary)(first meeting will be on site for three hours
total plus travel time) 42 S 3,940.00
Prepare and submit Quarterly Progress Report(required report)(estimate two reports in 2012,four in 2013
and two in 2014)(estimate a hours per report x a reports=64 hosts total) 64 S 6,010.00
Prepare and submit Protect Completion Report(follow prescribed format)(one report) 50 S 4,750.00
Prepare and submit Requests for Reimbursements(use state formas)(estimate one invoice per month for 16
months x 17 Ms/lwoice)(add an additional 15 hours far initial set up/t'Sle creation,etc.) 217 S 27,265.00
Create and retain all forms,contracts,tees necessary to meet State Audit standards(Exhibit G)(estimate 20
hrs/month for months 1 and 2,a hrs/mo for months 3-6,and 1.5 hrs/mo for remaining 11 months)(144 hrs
total)(ensure Finance Department has duplicate files on site) 99 S 9,405.00
Past-Performance Reporting for 10 rears(see notes and assumptions below) S -
Allowance for three en-site trips to meet with staff in person and/or attend City Coursf meetings,as
requested(estimate 6 Ms/meeting x 3 mugs=31 has)aka preparation time 30 S 2,85000
SUBTOTAL 572 0 0 5 54,3/0.00
Mei Labor Cost Per ApprrastiOn $ 54,34500 $ - S - S 54,340.00
Direct Costs(charged at cost,no mark-up)
Tour on-site traps(roundtip travel costs from Mission Viejo,California)(106 no rosndtrip x 4 trips x
S0.555/mle)
S 240.00
Reprographics and postage S 600.00
SUBTOTAL Direct Costs PerApprication $ - S 140.00
Grand Total S 54,340.00 S - S - S 55,110.00
Wart performed by MIA that is outside of the scope of this estimate will be billed at S95 per hour.
Please see`notes and asaemptions.-
and Aawnnptloes
-Performance Report f required annually for a period of to years beginning after the first year of operation)(estimate 10 hours annually x 10 years).This cost is not included in
above estimate.t&A an provide this service if desired by the City.
Please note that this quote is an estimate for services based on current conditions and understandings.Many factors often change during the development of a grant
application that may or may not increase the amount of labor and materials necessary to perform the services successfully.if during the course of work,8h&A believes
the work is taking longer than originally estimated,BAA will immediately notify the contract point of contact and either mutually agree to a change order or discuss
alternatives,Additionally,BGA only charges for actual work performed.The total cost to perform the tasks may be less than quoted herein.
Signature of Authorized Agent Approving Costs and Authorizing Notice to Proceed Date
Printed Name a Authorized Agent
loft
Exhibit "A"
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