CC SR 20200304 F - Grant Management
RANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 03/04/2020
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA DESCRIPTION:
Consideration and possible action to approve a professional services agreement with
Blais & Associates to provide grant management services to the City
RECOMMENDED COUNCIL ACTION:
(1) Authorize the Mayor to execute a professional service agreement with Blais &
Associates to provide grant management services to the City at a cost not to
exceed $74,425 for the term of one year and four months.
FISCAL IMPACT: $19,208 for four months in FY19-20
Amount Budgeted: $50,000
Additional Appropriation: N/A
Account Number(s): 101-400-2999-5101 (Non-Departmental - Professional/Technical Services)
ORIGINATED BY: Megan Barnes, Senior Administrative Analyst
REVIEWED BY: Kit Fox, AICP, Interim Deputy City Manager
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. 2009-2019 Grant Activity Summary (page A-1)
B. Grant Management Services RFP (page B-1)
C. Professional services agreement with Blais & Associates (page C-1)
BACKGROUND AND DISCUSSION:
Past Grant Management Contract
In 2009, local governments were presented with a flood of grant funding opportunities
due to the federal stimulus package passed by Congress in response to the Great
Recession. By March of that year, Staff was beginning to experience heavier workloads
trying to keep up with the pace of grant opportunities. On the recommendation of the
then-Director of Public Works, the City hired a grant management consulting firm, Blais
& Associates (Blais), to provide assistance with grant research and applications on a
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trial, interim basis. Staff was pleased with Blais’ performance, and in June, the City
Council awarded the firm a one-year contract, with costs not to exceed $35,000.
In August 2010, the City Council awarded another one-year contract to Blais with costs
not to exceed $35,000. The City Council went on to authorize one-year extensions of
the contract for the next eight years, budgeting $50,000 annually from the General
Fund.
Due to an oversight, the most recent agreement with Blais was not brought to the City
Council for renewal and expired at the end of June 2019. This was discovered during a
routine review of the City’s professional services agreements. Staff then notified Blais to
cease performing work for the City and determined the contract needed to be put out to
bid for the first time.
Continued Need for Grant Management Services
Rancho Palos Verdes typically pursues about two to three grants per year with the
assistance of its grant management consultant (a few smaller grants are managed by
Staff in-house). As an affluent, bedroom community with few transit lines, the City faces
a degree of challenge competing for grants that tend to favor disadvantaged, transit-
oriented communities.
The City anticipates a continued need for grant management services, especially with
several major projects being considered on the horizon, such as the Portuguese Bend
Landslide Remediation Project, the Ladera Linda Community Center, and the Civic
Center Master Plan. Staff anticipates the experience of a grant management consultant
will be invaluable as the City pursues the following funding opportunities, including but
not limited to:
Continuing to assist City Staff with management of previously-awarded grants;
Considering other funding opportunities for improvements to the exterior grounds
and exhibits at the Point Vicente Interpretive Center;
Identifying appropriate funding opportunities for high-priority capital improvement
projects, such as drainage control and traffic safety; and,
Funding for improvements for solar power and other “green” technology
upgrades for City facilities; open space acquisition and habitat restoration; crime
prevention enhancement; and median and parkway enhancement.
Since the previous Blais contract expired, Staff has completed and submitted one grant
application: a Senate Bill No. 2 planning grant from the California Department of
Housing and Community Development to develop a mixed-use overlay zone in the
City‘s commercial zones to facilitate the development of affordable housing.
Grant Management Services RFP
Staff released a request for proposals (RFP) for grant management services on
December 18, 2019 (Attachment B). The City received six responses by the January 15,
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2020 deadline from Anser Advisory, Blais & Associates, California Consulting,
Engineering Solutions Services, Evan Brooks Associates, and Townsend Public Affairs.
Each firm’s proposed fees (excluding reimbursable expenses) are outlined below:
Firm Hourly Rate Estimated Total
Anser Advisory $105-$145 depending on role TBD per grant
Blais & Associates $105 blended rate $54,285
California Consulting $105
Not to exceed $39,500
or
$1,500 to $12,000 per grant
(alternative to hourly rates)
Engineering Solutions
Services $52-$140 depending on role Not to exceed $50,000
Evan Brooks Associates $85-$220 depending on role
Not to exceed total TBD
or
$2,190 monthly flat rate (alternate
option assuming three grant
applications per year)
Townsend Public Affairs
$175 blended rate
(includes business and travel
expenses)
$4,000-$8,500 per grant
(alternative to hourly rates,
includes business and travel
expenses)
Due to their experience, costs and expertise relative to the City’s needs, as described in
the RFP and each firm’s proposal, Anser Advisory, Blais and Engineering Solutions
Services were invited to participate in finalist interviews in mid-February 2020. After
comparing the proposals and conducting interviews, Staff recommends entering a
professional services agreement with Blais. Staff believes Blais’ experience, costs, and
familiarity with the City’s goals and challenges make the firm the top choice to help meet
the City’s grant needs.
Since 2009, with the assistance of Blais the City applied for more than $51 million in
grants and secured $12.5 million in funding, including a $9.5 million Proposition 1E
grant from the California Department of Water Resources for the San Ramon Canyon
Project. The remaining $3 million included federal, state and local grants for a variety of
mostly public works and parks projects, including signal synchronization on Hawthorne
Boulevard, the installation of pollutant-trapping screens in catch basins as part of a
Peninsula-wide project, amenities at Abalone Cove Shoreline Park and new exhibits at
the Point Vicente Interpretive Center (see Attachment A for a full list).
In order to align the contract with the fiscal year, the term of the proposed agreement
(Attachment C) will last until June 30, 2021, or one year and four months. The
agreement includes the option to extend the contract for two additional one -year terms,
subject to annual review, satisfactory negotiation of terms and the concurrence of the
City Council. Costs are not to exceed $74,425 for the term of one year and four months.
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This figure was determined using Blais’ increased hourly rate of $105. It is worth noting
that although the term is longer than previous one-year agreements, the City has not
expended any of the $50,000 allocated in FY 19-20 for grant management services.
Furthermore, in the past three fiscal years, Blais billed the City only about $30,000-
$33,000 each year for the citywide contract. Staff proposes budgeting $57,625 in FY 20-
21 for a possible one-year extension based on the updated hourly rate.
As detailed in the Scope of Services section of the contract, Blais would screen and
evaluate grant opportunities, alert the City to viable opportunities, provide quotes for
grant preparation, assist with the development of grant applications, and provide Staff
with monthly reports summarizing the status of all of the City’s grant opportunities,
pending and submitted applications.
If the City is awarded a grant, post-award management (providing required follow-up
documentation, etc.) could be handled by either in-house Staff, or by Blais through an
agreement separate from the citywide grant management services contract.
Neil Blais, President and CEO of Blais & Associates, is scheduled to be on hand for any
questions at tonight’s council meeting.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council’s consideration:
1. Do not authorize the Mayor to sign the agreement with Blais.
2. Direct Staff to revisit the proposals submitted by the other firms.
3. Take other action as deemed appropriate by the City Council.
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7545 Irvine Center Drive Irvine Business Center, Suite 200 Irvine, CA 92618
Phone (949) 589-6338 www.blaisassoc.com
Rancho Palos Verdes Grant Activity Summary
April 2009 – May 2019
(10 years, 1 month)
Total Grants Awarded: $12,524,803 Cost To Date: $344,714
Grants Awaiting Award: $ 0 Return on Investment: $36:$1
1. Competitive Grants Awarded
1.1 2011 DWR Prop 1E: Storm Water Flood Mgmt.
Grant
San Ramon Canyon Project $9,464,728
1.2 2013 Caltrans Highway Safety Improvement
Program (HSIP)
Signal Synchronization on Hawthorne Blvd. $707,000
1.3 2017 SWRCB Prop 84 Santa Monica Bay Restoration
Commission Grant Program
Catch Basin Inserts for RPV, PVE and RHE $600,000
1.4 2012 Caltrans Highway Safety Improvement
Program (HSIP) PVDE: Bronco to Headland Improvements $487,600
1.5 12010 CA State Parks - Land and Water
Conservation Grant Program
Amenities at Abalone Cove Shoreline $310,830
1.6 22010 Competitive Trails Program, Prop. A Sunnyside Segment Trail $300,000
1.7 2018 Caltrans Sustainable Transportation
Planning Grant
Peninsula Wide SRTS Plan $221,325
1.8 2013 SCAG Compass Blueprint Sustainability Western Avenue Corridor Design Guidelines $165,000
1.9 2015 CCHE Museum Grant Program PVIC Lighthouse Lens and Whale Exhibit $144,320
1.10 2010 SCAG Compass Blueprint Demonstration Western Avenue Corridor Strategy $100,000
1.11 2010 Cal OES Hazard Mitigation Grant Program 2004 Hazard Mitigation Plan Update $24,000
1.12 2015 APWA National Award for Small Cities/Rural Areas - San Ramon Canyon Project N/A
Total Competitive Funding Awarded $12,524,803
1B&A developed original application; City modified for additional funding opportunity.
2City Staff wrote application; B&A provided editing services.
2. Grants Managed
2.1 2011 DWR Prop 1E: Storm Water Flood Management Grant Management* $9,500,000
*Details in 4.1.
2.2 2017 Prop 84 Santa Monica Bay Restoration Commission – Catch Basin Insert Project (1 year) $600,000
Total Grant Awards Managed $10,100,000
3. Grants Awaiting Award or Under Development
Total Grants Awaiting Funding or Under Development $0
4. Other Blais & Associates Activities
4.1 Managed Prop. 1E Storm water Flood Mgmt. Grant ($9.5 million grant award). Completed 8 quarterly reports and Final
Report. The Department of Finance (DOF) conducted a mid-project audit in April 2014. There were no audit findings or
observations requiring a response, so a final report was issued by DOF on August 18, 2014.
4.2 Track federal and state funding announcements weekly and develop Fact Sheets for staff’s consideration.
4.3 Develop monthly Grant Activity Report and conduct monthly grant conference calls to ensure executive management
and designated staff are current on all open grant solicitations.
4.4 Prepare reports as requested (PVDE and PVDS Roadway Stabilization Project; San Ramon Canyon Stabilization and
Restoration Project; WRDA application, etc.).
4.5 Prepare Annual Grant Reports and make presentations to City Council, as requested.
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REQUEST FOR PROPOSALS
GRANT MANAGEMENT SERVICES
Issue Date: December 18, 2019
Responses due: January 15, 2020, 5:30 p.m.
City of Rancho Palos Verdes
Attention: Megan Barnes, Senior Administrative Analyst
30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275
Phone: 310-544-5226 | Email: mbarnes@rpvca.gov
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INTRODUCTION
The City of Rancho Palos Verdes invites qualified firms to submit written proposals to provide
grant management services for the City. The City is considering a one (1) year contract and
reserves the right to extend the contract for two (2) additional one (1) year terms, subject to
annual review, satisfactory negotiation of terms and the concurrence of the City Council.
CITY OF RANCHO PALOS VERDES PROFILE
The City of Rancho Palos Verdes is located on a coastal peninsula overlooking the Pacif ic Ocean
in the South Bay of Los Angeles County, California.
The City has a land area of 13.6 square miles, and is home to roughly 42,000 residents. With 7.5
miles of Pacific coastline, a 1400-acre nature preserve, and hundreds more acres of public and
private open space, the City has maintained a semi-rural environment. Residents and visitors
enjoy expansive views of the Pacific Ocean and ample opportunities for recreation including
golfing, hiking, beach access, and whale watching. Notable landmarks and points of interest
include the Wayfarer’s Chapel designed by Lloyd Wright, the Point Vicente Lighthouse, the
Point Vicente Interpretive Center, Terranea Resort, the Palos Verdes Nature Preserve, and
Trump National Golf Club. The City is also the home of the Portuguese Bend landslide complex,
a roughly 260-acre area along the City’s south-central coastline that is subject to varying
degrees of annual land movement affecting both private improvements and public
infrastructure, including a 0.8-mile segment of Palos Verdes Drive South.
CITY GOVERNANCE
Rancho Palos Verdes is a California General Law city, and has operated under a council-
manager form of government since incorporation in 1973. Policy-making and legislative
authority are vested in the City Council; which consists of five members elected at -large on a
non-partisan basis, including the City Council designated Mayor and Mayor Pro-Tem. Council
Members are elected to four-year staggered terms, with two or three Council Members elected
every two years. The City Council is responsible for passing ordinances, adopting the budget,
appointing committees, and hiring the City Manager and City Attorney. The City Manager is
responsible for carrying out the policies and ordinances of the City Council, overseeing day-to-
day operations, and appointing the heads of the City’s departments.
DEMOGRAPHICS
Based on the most recent data from the U.S. Census Bureau, the median age of the City’s
42,463 residents is 49.4, and annual personal income per capita is about $61,011. There are
about 15,780 households and the median home value is $1,051,000. The unemployment rate
for the City of Rancho Palos Verdes is at roughly 4.1% and public school enrollment is about
11,388. The largest employers include the Palos Verdes Peninsula Unified School District,
Terranea Resort, Trump National Golf Club, and Marymount California University.
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BACKGROUND
For the past 10 years, the City of Rancho Palos Verdes has contracted the administration of its
grant program, including research, writing, applications, tracking and other aspects of grant
management. In that time, the City was awarded more than $12.5 million in state, federal and
local grants for a variety of public works, planning and parks projects supporting the City’s goals
and objectives.
Rancho Palos Verdes is an affluent, bedroom community with few public transit lines, so the
City faces a degree of challenge competing for grants that tend to favor disadvantaged, transit-
oriented communities. The City is interested in pursuing grant funding for a number of
anticipated future projects and initiatives, including but not limited to :
Landslide stabilization
Surface and subsurface drainage and water quality improvement
Highway safety
Open space acquisition and maintenance
Park and civic center development and improvement
Affordable housing development
Economic development
SCOPE OF SERVICES
The consultant will perform the following services:
Provide technical and administrative support for the City’s grant program as directed by
the City Manager or by the City Manager’s designee.
Research and assess grants for which the City might be competitive , which meet the
goals and objectives set by the City Council.
Develop grant applications as approved and directed by the City to help the City meet its
goals and objectives.
Create records that will track and document funding sources, types of projects, and
amount of funding as it relates to the grant program.
As part of the services, the consultant will prepare and deliver the following tangible
work products to the City:
o Periodic notices advising the City of potential grant funding opportunities.
o Quotes for the preparation of grant applications for funding opportunities the
City decides to pursue.
o Draft and final grant application packets for funding opportunities the City
decides to pursue.
o Grant reports and documentation for funding opportunities the City obtains
through the consultant’s services.
o Debriefing reports, notes or other documentation for funding opportunities the
City does not obtain through the consultant’s services.
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The consultant will keep the City appraised of the status of performance by delivering
the following:
o Monthly reports summarizing the status of grant opportunities, pending and
submitted applications.
o Monthly meetings with City Staff (via teleconference or in person) to review the
reports.
o An annual meeting with City Staff (via teleconference or in person) to review the
City’s goals and priorities for grant funding of projects.
All work product is subject to review and acceptance by the City, and must be revised by
the consultant without additional charge until found satisfactory and accepted by City.
SUBMITAL GUIDELINES
The proposal must include the following:
A cover letter including the name, address, telephone number, e-mail address and
website of the firm, background information, and a point of contact.
Names of the firm's management team, staff and their experience and qualifications in
providing the requested services.
Summary of services to be provided and a work plan describing activities to be
performed.
Proposed costs, including personnel, equipment and supplies, administrative overhead,
and any other additional costs. The fee quoted shall be on a "not-to-exceed" basis,
including hourly rates for project personnel.
A list of references (including the names of jurisdictions, contact persons, and telephone
numbers) that your firm has provided grant management services for that are similar to
those services requested in the RFP.
A list of all current or former clients known to the firm having a substantial property or
business interest in the City of Rancho Palos Verdes during the past three (3) years.
A list of all public clients for whom your firm currently provides services either under a
fee for services or a retainer basis. Please identify any foreseeable or potential conflicts
of interest that could result from such representation and the manner in which you
would propose to resolve such conflicts.
Any additional information you feel would be applicable to the evaluation of your
proposal.
Two (2) copies of your proposal must be submitted to Megan Barnes, Senior Administrative
Analyst, City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, CA
90275, by 5:30 p.m. on Wednesday, January 15, 2020.
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SELECTION CRITERIA
The selection of a consultant will be made on a competitive basis. In reviewing and evaluating
the responses to the RFP, City staff will consider the following factors (not necessarily in order
of priority):
Overall experience of the firm with grant management services similar to those
requested
Understanding of the City's grant management services requirements
References/background checks
Depth of resources required to perform services
Familiarity with the City of Rancho Palos Verdes
These criteria should not be construed so as to limit other considerations which may become
apparent during the course of the review and selection of proposal process. This solicitation of
proposals should not be construed as a contract of any kind.
TERMS AND CONDITIONS
1. No reimbursement will be made by the City for any proposal preparation or delivery costs
incurred.
2. The City reserves the right to reject any or all proposals or any part thereof, or to accept any
proposal, or any part thereof, or to withhold any awar d and to waive or decline to waive
irregularities in any proposal when determined that it is in the City’s best interest to do so.
3. The City also reserves the right to hold all proposals for a period of sixty (60) days after the
opening date and the right to accept a proposal not withdrawn before the scheduled
proposal opening date.
4. Conditional proposals may be rejected as non -responsive.
5. Any agreement issued as a result of this RFP shall be governed by and construed in
accordance with the laws of the State of California.
6. Any interpretation, correction or change of the RFP will be made by formal addendum.
Interpretations, corrections and changes of the RFP made in any other manner will not be
binding, and a respondent shall not rely upon such interpretations, corrections and changes.
ADDITIONAL INFORMATION
The contract will require that the firm selected maintain professional liability ($1,000,000 per
claim), general liability ($1,000,000 per occurrence, $2,000,000 general aggregate), automobile
liability ($1,000,000 per accident), professional liability ($1,000,000 per claim and in the
aggregate) and workers' compensation and employer’s liability (with limits of at least
$1,000,000). Insurance coverage must be provided by an insurance company authorized to do
business in the State of California and the policy will not be canceled or materially changed
without thirty (30) days’ prior notice in writing to the City of Rancho Palos Verdes.
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The successful firm must agree, if awarded a contract as a result of its proposal, to indemnify
and hold harmless the City of Rancho Palos Verdes, its officers, agents and employees from any
and all claims and losses accruing or resulting to persons engaged in the work contemplated by
its proposal or to persons who may be injured or damaged by the firm or its agents in the
performance of the work. Prior to commencement of any work, those and other provisions will
be established contractually. Provisions will also be included in the co ntract allowing the City to
terminate the agreement at its sole and entire discretion upon the provision of sixty (60) days’
written notice.
The contract, to include but not be limited to duties and compensation, will be entered into
with the successful firm and approved by the City Council. Grant management services will
begin upon approval of the contract.
If you have questions regarding this RFP, please contact Senior Administrative Analyst Megan
Barnes at 310-544-5226 or mbarnes@rpvca.gov. Please note that City Hall will be closed for
winter holiday break from December 24 to January 1.
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01203.0001/633066.3 1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
BLAIS & ASSOCIATES, INC.
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01203.0001/633066.3
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BLAIS & ASSOCIATES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on March 4, 2020, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and BLAIS & ASSOCIATES, INC., a Texas
corporation (“Consultant”). City and Consultant may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest
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01203.0001/633066.3 2
professional standards” shall mean those standards of practice recognized by one or more first -
class firms performing similar work under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement
shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and an y
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms
are defined in California Labor Code section 1720 et seq. and California Code of Regulations,
Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall
pay prevailing wages for such work and comply with the requirements in California Labor Code
section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following
requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Sectio n 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site
where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
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01203.0001/633066.3 3
the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as specified
in Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant
shall be responsible for compliance with these aforementioned Sections for all apprenticeable
occupations. Prior to commencing work under this Agreement, Consultant shall provide City with
a copy of the information submitted to any applicable apprenticeship program. Within sixty (60)
days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants
shall submit to the City a verified statement of the journeyman and apprentice hours performed
under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any subcontractor
for each calendar day during which such worker is required or permitted to work more than eight
(8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code
section 1815, work performed by employees of Consultant in excess of eight (8) hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon compensation
for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the
basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
Consultant’s Authorized Initials ________
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01203.0001/633066.3 4
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement. Consultant shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor's compliance, including
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as
may be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and interest, which may be imposed by law and arise from or are necessary for the Consultant’s
performance of the services required by this Agreement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes,
penalties or interest levied, assessed or imposed against City hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will materially
affect the performance of the services hereunder, Consultant shall immediately inform the City of
such fact and shall not proceed except at Consultant’s risk until written instructions are received
from the Contract Officer.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
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of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty
(180) days, may be approved by the Contract Officer. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City may
in its sole and absolute discretion have similar work done by other Consultants. No claims for an
increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein
by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other
provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed $74,425 (Seventy Four Thousand Four Hundred Twenty Five Dollars)
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant’s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by th e City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City’s Director of Finance.
By submitting an invoice for pa yment under this Agreement, Consultant is certifying compliance
with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit
“C”, and shall detail charges for all necessary and actual expenses by the following catego ries:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-
contractor charges shall also be detailed by such categories. Consultant shall not invoice City for
any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and resubmission. Review and payment by City for any invoice provided by the
Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable
law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
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3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
“Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall
be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement, however
caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding June 30,
2021, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may,
in its sole discretion, extend the Term for two (2) additional one-year term(s).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
Neil C. Blais President & CEO
(Name) (Title)
Destin Blais Founder
(Name) (Title)
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It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to
perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or any
of Consultant’s officers, employees, or agents are in any manner of ficials, officers, employees or
agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be the Deputy City Manager, or such person as may be
designated by the City Manager. It shall be the Consultant’s responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the te rms of
this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant’s employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
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Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, h ypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the transfer
to any person or group of persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Consultant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of any
services under this Agreement, Consultant shall obtain, provide and maintain at its own expense
during the term of this Agreement, policies of insurance of the type and amounts described below
and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that has
not been amended. Any endorsement restricting standard ISO “insured contract” language will not
be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Consultant arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
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(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Services hereunder by
Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self -insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance or
that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in
accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the
City’s Risk Manager.
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(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type. If the Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall
be additional insureds under such policies. This provision shall also apply to any excess/umbrella
liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and as sumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
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of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or
liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’
reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
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(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as
a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to s uch records in
the event any audit is required. In the event of dissolution of Consultant’s business, custody of the
books and records may be given to City, and access shall be provided by Consultant’s successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
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will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise b y City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City’s sole risk and without
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as
“works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided
Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
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(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default. Instead, the City may give notice to Consultant of the default and the reasons
for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices
during the period of default. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article. Any failure on the part of the City to give
notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights
or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
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01203.0001/633066.3 16
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Agreement
would be extremely difficult or impractical to determine in the event of a breach of this Agreement,
the Consultant and its sureties shall be liable for and shall pay to the City the sum of $0 (Zero
Dollars) as liquidated damages for each working day of delay in the performance of any service
required hereunder. The City may withhold from any monies payable on account of services
performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days ’ written notice to Consultant,
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01203.0001/633066.3 17
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days’ written notice to City, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the opportunity
to cure pursuant to Section 7.2.
7.9 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.10 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any
appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued
on commencement of such action and shall be enforceable whether or not such action is prosecuted
to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
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01203.0001/633066.3 18
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys’ fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in w riting and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
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01203.0001/633066.3 19
Either party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated at the time personally delivered or in seventy-two (72)
hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
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01203.0001/633066.3 20
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any mone y, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0001/633066.3 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
BLAIS & ASSOCIATES, INC., a Texas
corporation
By:
Neil C. Blais
President & CEO
By:
Destin Blais
Founder
Address: Blais & Associates, Inc.
4017 Moonlight Dr.
Little Elm, TX 75068
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CON SULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPO RATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0001/633066.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and tha t by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0001/633066.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2020 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that do cument.
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01203.0001/633066.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will assist the City with the following services related to applying for and
securing grant opportunities (the Services):
A. Needs. Assessment. Provide technical and administrative support for the City’s
grant program as directed by the City’s Contract Officer.
B. Grant Research. Research and assess grants for which the City might be
competitive, and which meet the goals and objectives set by the City Council.
C. Grant Writing. Develop grant applications as approved and directed by the City’s
Contract Officer to help the City meet its goals and objectives. Includes legislative
advocacy, as needed.
D. Create records that will track and document funding sources, types of projects, and
amount of funding as it relates to the grant program.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Periodic notices advising the City of potential grant funding opportunities.
B. Quotes for the preparation of grant applications for funding opportunities the City
decides to pursue.
C. Draft and final grant application packets for funding opportunities the City decides
to pursue.
D. Grant reports and documentation for funding opportunities the City obtains through
Consultant’s services.
E. Debriefing reports, notes, or other documentation for funding opportunities the City
does not obtain through the Consultant’s services (for example, funding
opportunities of which City Staff becomes aware).
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01203.0001/633066.3 A-2
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Monthly reports summarizing the status of grant opportunities, pending and
submitted applications.
B. Monthly meetings with City Staff (via teleconference or in person) to review the
reports.
C. An annual meeting with City Staff (via teleconference or in person) to review the
City’s goals and priorities for grant funding of projects.
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Neil C. Blais, President & CEO
B. Destin Blais, Founder
C. Andrea Owen, Senior Associate/Western Regional Director
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01203.0001/633066.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.
I. Section 1.4, California Labor Law, is amended to read:
The Scope of Services does not contemplate any work that requires payment of prevailing
wages. Consultant acknowledges that ifIf the Scope of Services includes any “public work” or
“maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and
California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is
$1,000 or more, Consultant shall pay prevailing wages for such work and comply with the
requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other
applicable laws., including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site
where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as specified
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01203.0001/633066.3 B-2
in Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant
shall be responsible for compliance with these aforementioned Sections for all apprenticeable
occupations. Prior to commencing work under this Agreement, Consultant shall provide City with
a copy of the information submitted to any applicable apprenticeship program. Within sixty (60)
days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants
shall submit to the City a verified statement of the journeyman and apprentice hours performed
under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any subcontractor
for each calendar day during which su ch worker is required or permitted to work more than eight
(8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code
section 1815, work performed by employees of Consultant in excess of eight (8) hours per day,
and forty (40) hours during any one week shall be permitted upon public work upon compensation
for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the
basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement. Consultant shall be required to take all actions
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01203.0001/633066.3 B-3
necessary to enforce such contractual provisions and ensure subcontractor's compliance, including
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor.
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01203.0001/633066.3 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE/hr TIME (hours) SUB-BUDGET
A. Needs
Assessment
$105 45 $4,725
B. Grant Research $105 267 $28,035
C. Grant Writing $105 373 $39,165
D. Direct Costs
(mileage, copies,
postage, etc.)
At Cost N/A $2,500
TOTAL $74,425
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services. NOT APPLICABLE.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
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01203.0001/633066.3 C-2
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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01203.0001/633066.3 C-3
EXHIBIT “C-1”
SCHEDULE OF FEES AND COSTS
Description Fee
Staffing/Labor (billed in 15-minute
increments) $105/hour
Mileage (billed at current IRS rate) $0.575/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
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01203.0001/633066.3 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney’s office.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Grant Activity Report (GAR) to be provided to City monthly.
B. Grant meeting or teleconference to review GAR to be conducted monthly, in
coordination with City Staff.
C. Grant meeting or teleconference to review City goals and priorities to be conducted
annually, in coordination with City Staff.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
IV. The Consultant’s services shall be provided to City for the period from March 4,
2020, through June 30, 2021, inclusive.
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