RPVCCA_SR_2010_08_03_08_PSA_for_Grant_MgmtCITY OF
MEMORANDUM
RANCHO PALOS VERDES
TO:
FROM:
DATE:
SUBJECT:
HONORABLE MAYOR AND CITY COUNCIL MEMBERS
CAROLYNN PETRU,DEPUTY CITY MANAGER
AUGUST 3,2010
PROFESSIONAL SERVICES AGREEMENT FOR
GRANT MANAGEMENT
REVIEWED BY:CAROLYN LEHR,CITY MANAGER Q9---
Project Manager:Sara Singer,Senior Administrative Analyst~
RECOMMENDATION
Authorize the Mayor and City Clerk to sign the proposed FY1 0-11 Professional Services
Agreement with Blais &Associates to provide grant management services to the City.
BACKGROUND AND DISCUSSION
In June 2009,the City contracted with professional grant management firm,Blais &
Associates (B&A),to assist the City with searching for funding opportunities to address the
City's capital needs,and preparing application packages that are more targeted and
competitive.B&A has over 20 years experience in writing successful grant applications
within the context of a targeted and strategic approach.In FY09-1 0,B&A assisted the City
with the following activities:
•Evaluated over 40 grant programs with at least 6 programs for the Palos Verdes
Drive East/Palos Verdes Drive South Roadway Stabilization Project
•Completed all Federal FY2011 Appropriations,Water Resources Development Act
and Transportation Reauthorization requests
•Monitored all American Recovery and Reinvestment Act funding opportunities
•Assisted with seeking funding for several projects (REACH,landslide,etc.)
•Conducted monthly grant conference calls with staff
•Assisted with the Energy Efficiency Conservation Block Grant
•Assisted with the preparation of the Nature Education grant application
B&A have already alerted staff about upcoming application deadlines in the current Fiscal
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PROFESSIONAL SERVICES AGREEMENT FOR GRANT MANAGEMENT
August 3,2010
Page 2
Year.Their services have been a great asset to the City organization to meet the City
Council's direction of pursuing all grant funding opportunities in a targeted and timely
fashion,accompanied by an outreach of strong multi-jurisdictional support for projects
where appropriate.
FISCAL IMPACT
The City Council approved an expenditure of $35,000 in the FY1 0-11 General fund budget
for professional services for grant management.
Attachments:Proposed Agreement for Professional Services between the City and
Blais &Associates effective August 3,2010.
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GRANT-WRITING SERVICE AGREEMENT
This Agreement is made and entered into this 3rd day of August,2010 by and
between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY")and
Blais &Associates,Inc.,a California 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 Descrigtion 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 her designee.
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 Schedule of Work
CONSULTANT will commence the work under this Agreement no later
than August 3,2010 and will provide services under this Agreement for a period ending
on June 30,2011 unless notice of termination is given in accordance with Article 4 of
this Agreement.CONSULTANT shall perform with due diligence the services requested
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by the CITY and agreed upon by CONSULTANT.Time is of the essence in this
Agreement.
ARTICLE 2:COMPENSATION
2.1 Fee
For the proper performance of CONSULTANT's services under Article 1,
CITY agrees to compensate CONSULTANT within thirty (30)days of receipt of invoice
by CONSULTANT for all undisputed invoice amounts in accordance with Schedule of
Fees and Costs,attached hereto as Exhibit "An and incorporated herein by reference.
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 of
claimed completion percentage shall not be deemed a waiver of CITY's right to
challenge such amount or percentage.
2.2 Payment Address
All payments due to CONSULTANT shall be paid to:
Blais &Associates,Inc.
16 Via Boyero
Rancho Santa Margarita,CA 92688
2.3 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
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
CONSULTANT will defend,indemnify and hold harmless CITY and its
officials,officers,employees,agents and volunteers free and harmless from all tort
liability,including liability for claims,suits,actions,expenses or costs of any kind,
whether actual, alleged or threatened,actual attorneys'fees,experts'fees,or court
costs incurred by the CITY,arising out of or in any way connected with,in whole or in
part,the acts or omissions or willful misconduct of CONSULTANT or any of
CONSULTANT's officers,agents,employees or contractors in the performance of this
Agreement.This includes but is not limited to claims,suits and liabilities for bodily injury,
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death or property damage to any individual or entity,including officers,agents,
employees or contractors of the CONSULTANT.The provisions of this paragraph shall
not apply to claims to the extent arising out of the negligence or willful misconduct of the
CITY and its officials,officers,employees,agents and volunteers.
In addition to the foregoing,CONSULTANT shall indemnify,defend and
hold free and harmless the CITY and the CITY's officials,officers,employees,agents
and volunteers from and against any and all losses,liabilities,damages,costs and
expenses,including reasonable attorneys'fees,experts'fees,and costs to the extent
the same are caused by negligence of the CONSULTANT,or any of the
CONSULTANT's officials,officers,agents,employees or volunteers,in the performance
of professional services pursuant to this Agreement.
3.2 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.
3.3 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,covering owned,non-owned and hired automobiles with limits of at
least One Million Dollars ($1,000,000)combined single limit per occurrence 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.
3.4 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 a per occurrence and limit of at least one million dollars ($1,000,000).
3.5 Certificate of Insurance
Prior to beginning work under this Agreement,CONSULTANT will provide
CITY with a Certificate of Insurance as evidence that the aforementioned coverages are
in place.Failure of the CITY to request or receive a Certificate of Insurance shall not
operate as a waiver of CONSULTANT's obligations hereunder.The CITY,its officers,
agents and employees will be named as an additional insureds with respect to this
coverage.
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3.6 Notice of Cancellation
(a)All insurance policies shall provide that the insurance coverage
shall not be cancelled by the insurance carrier without thirty (30)days prior written
notice to the CITY.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 Primary Coverage
The commercial general liability insurance provided by CONSULTANT
shall be primary to any coverage available to CITY.The insurance policies 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 Article 6.11.
(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,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 Article 2.1.
ARTICLE 5:OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All documents,plans,specifications,reports,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
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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 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 work under this
Agreement,the CONSULTANT shall deliver to the CITY all Written Products and other
deliverables related to this Agreement.If CONSULTANT prepares a document on a
computer,CONSULTANT shall provide CITY with said document both in a printed
format and in an acceptable electronic format.
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ARTICLE 6:GENERAL PROVISIONS
6.1 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.
CONSULTANT may associate with or employ associates or subcontractors in the
performance of its services under this Agreement,but at all times shall be responsible
for their services.
6.2 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.
6.3 Legal Action
(a)The validity,interpretation,and performance of this Agreement
shall be controlled by and construed under the laws of the State of California.Any
controversy or claim arising out of or relating to this Agreement will be submitted to
binding arbitration in Los Angeles County,California in accordance with the rules of the
American Arbitration Association.
(b)If any arbitration or other legal action 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.
(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.
6.4 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
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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.
6.5 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 at 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,
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.
6.6 Titles
The titles used in this Agreement are for general reference only and are
not part of the Agreement.
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6.7 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.
6.8 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.
6.9 Non-Waiver of Terms,Rights and Remedies
Waiver by either party of anyone 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.
6.10 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.
6.11 Notice
Except as otherwise required by law,any notice,request,direction,
demand,consent,waiver,approval or other communication required or permitted to be
given hereunder shall not be effective unless it is given in writing and shall be delivered
(a)in person or (b)by certified mail,postage prepaid,and addressed to the parties at
the addresses stated below,or at such other address as either party may hereafter
notify the other in writing as aforementioned:
To CITY:
Carolyn Lehr,City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes,CA 90275
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To CONSULTANT:
Neil C.Blais,President &CEO
Blais &Associates,Inc.
16 Via Boyero
Rancho Santa Margarita,CA 92688
A party may change its address by giving written notice to the other party.
Thereafter,any notice or other communication shall be addressed and transmitted to
the new address.If sent by mail,any notice,tender,demand,delivery or other
communication shall be deemed effective three (3)business days after it has been
deposited in the United States mail.For purposes of communicating these time frames,
weekends and federal,state,religious,County of Los Angeles or CITY holidays shall be
excluded.No communication via facsimile or electronic mail shall be effective to give
any such notice or other communication hereunder.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the
date and year first above written.
Dated:_
Dated:_
ATTEST:
City Clerk
CONSULTANT:
Blais &Associates,Inc.
BY:-------------Neil C.Blais,President &CEO
CITY:
The City of Rancho Palos Verdes,
A Municipal Corporation
BY:-------------Mayor
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EXHIBIT "A":
SCHEDULE OF FEES AND COSTS
CITY agrees to compensate CONSULTANT at the rate of ninety-five dollars ($95.00)
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 B-1 shows CONSULTANT's
current schedule of fees and costs.
Table B-1:Schedule of Fees and Costs
Staffing/Labor (billed in 15-minute
increments)
Mileage (billed at current IRS rate)
Travel (tolls,airfare,hotel, cab)
Copies/Reprographics
Telephone (long distance only)
Facsimiles
Courier Service or Express Mail
Postage
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$95/hour
$0.55/mile
Cost
Cost
Cost
N/A
Cost
Cost
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