HomeMy WebLinkAboutGRC ASSOCIATES, INC. 1-2009N-2009-112
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CLERK OF COUNC{L CONSULTANT AGREEMENT
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11~~;-r,,~:,~~c.~r ~ THIS AGREEMENT, made and entered into this ~''~' day of -~ 2009 by and
between GRC Associates, Inc. (hereinafter "Consultant"), and the Ci of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and laws of the
State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
providing labor monitoring services.
B. The City, as an entitlement recipient and grantee of the United States Department of
Housing and Urban Development ("HUD") Community Development Block Grant
("CDBG") Program, desires to enter this Agreement with the Consultant for the
expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal
Regulations 24 CFR 570.000, et seq. ("CDBG Reg's"); and
C. Consultant represents that Consultant is not listed as debarred, is able and willing to
provide such services to the City, and will comply with the CDBG Reg's.
D. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
At the request of the Deputy City Manager for Development Services in the Community
Development Agency ("Deputy City Manager"), Consultant shall provide labor monitoring in
compliance with Davis-Bacon requirements at the rates set forth in Exhibit A, attached hereto
and incorporated herein by reference. Compensation will be based on each project assigned to
Consultant by the Deputy City Manager, or her designee ("Project"). Consultant shall provide
the City with a proposal for each proposed Project prior to beginning work on said Project.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates set forth in Exhibit A. The total sum to be expended under this Agreement shall not
exceed $10,000 during the term of this Agreement.
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b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed for each Project, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of performance set forth in
the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2010, unless terminated earlier in accordance with Section 12, below. The term of this
Agreement maybe extended upon a writing executed by the Deputy City Manager and the City
Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, agents, volunteers, and employees as
additional insureds) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Consultant's operations in the performance of
this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence. Consultant shall supply City with a fully executed additional insured endorsement in
substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall
be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
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c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party asserting that personal
injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
property rights arises by reason of the terms of, or effects arising from this Agreement. City may
make all reasonable decisions with respect to its representation in any legal proceeding.
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7. CONSULTANT'S OBLIGATIONS
A. No Conflict. To the best of Consultant's knowledge, Consultant's execution, delivery
and performance of its obligations under this Agreement will not constitute a default or a breach
under any contract, agreement or order to which Consultant is a party or by which it is bound.
B. No Bankruptcy. Consultant is not the subject of any current or threatened bankruptcy
proceeding.
C. No Pending Legal Proceedings/Debarment. Consultant is not the subject of a
current or threatened litigation that would or may materially affect Consultant's performance
under this Agreement. Consultant further acknowledges that it is not on the list of debarred
contractors.
D. No Pending Investigation. Consultant is not aware that it is the subject of any
current or threatened criminal or civil action investigation by any public agency, including
without limitation a police agency or prosecuting authority, that would relate to affect
performance of the Agreement or provision of services hereunder.
E. Licensing. Consultant agrees to obtain and maintain all required licenses, registrations,
accreditation and inspections from all agencies governing its operations. Consultant shall ensure
that its staff shall also obtain and maintain all required licenses, registrations, accreditation and
inspections from all agencies governing Consultant's operations hereunder.
F. Audit Report Requirements. Consultant agrees that if Consultant receives Five
Hundred Thousand Dollars ($500,000.00) or more in federal funds, Consultant shall have an annual
audit conducted by a certified public accountant in accordance with the standards as set forth and
published by the United States Office of Management and Budget. Consultant shall provide City
with a copy of said audit by October 1 of the year following the program year in which this
Agreement is executed, if applicable.
G. Record Keeping/Reporting. Consultant shall keep and maintain complete and
adequate records and reports to assist City in meeting and maintaining its record keeping
responsibilities under Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq.
H. Access to Records. City and the United State Government and/or their representatives
shall have access for purposes of monitoring, auditing, and examining Consultant's activities and
performance, to books, documents and papers, and the right to examine records of Consultant's
subcontractors, bookkeepers and accountants, employees and participants in regard to said program.
City and the United States Government and/or their representatives shall also schedule on-site
monitoring at their discretion. Monitoring activities may also include, but are not limited to,
questioning employees and participants in said program and entering any premises or any site in
which any of the services or activities funded hereunder are conducted or in which any of the records
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of Consultant are kept. Nothing herein shall be construed to require access to any privileged or
confidential information as set forth in federal or state law.
I. Location of Records/Required Length of Record Keeping. All accounting records,
reports, and evidence pertaining to all costs, expenses and the funds received by Consultant and
all documents related to this Agreement shall be maintained and kept available at Consultant's
office or place of business for the duration of the Agreement and thereafter for four (4) years
after completion of an audit in conformity with the CDBG Reg's. Records which relate to (a)
complaints, claims, administrative proceedings or litigation arising out of the performance of this
Agreement, or (b) costs and expenses of this Agreement to which City or any other governmental
agency takes exception, shall be retained beyond the four (4) years until complete resolution or
disposition of such appeals, litigation claims, or exceptions. In the event Consultant does not
make the above-referenced documents available within the city of Santa Ana, California, Consultant
agrees to pay all necessary and reasonable expenses incurred by City in conducting any audit at the
location where said records and books of account are maintained.
J. Confidentiality. Without prejudice to any other provisions of this Agreement,
Consultant shall, where applicable, maintain the confidential nature of information provided to it
concerning participants in accordance with the requirements of federal and state law. However,
Consultant shall submit to City and or HUD or its representatives, all records requested, including
audit, examinations, monitoring and verifications of reports submitted by Consultant, costs incurred
and services rendered hereunder.
K. Lobbying. Consultant certifies that it will comply with federal law (31 U.S.C. 1352)
and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be
expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any
person for influencing or attempting to influence an officer or employee of any agency, Member of
Congress, or an officer or employee of a Member of Congress in connection with awarding of any
federal contract, the making of any federal grant or loan, entering into any cooperative agreement
and the extension, renewal, amendment or modification of any federal contract, grant, loan or
cooperative agreement. Consultant shall sign a certification to that effect in a form as set forth in
Exhibit C attached hereto and by this reference incorporated herein. Consultant shall submit said
signed certification to City prior to performing any of its obligations under this Agreement and prior
to any obligation arising on the part of City to pay any sums to Consultant under the terms and
conditions of this Agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit a "Disclosure Form to Report Lobbying."
L. Financial Interest. Consultant agrees that except for the use of funds to pay salaries
and other related administrative or personnel costs, no persons who exercise or have exercised
any function with respect to activities assisted under the terms of this Agreement, or who are in a
position to participate in adecision-making process or gain inside information with regard to
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such activities, may obtain a financial interest or benefit from aCity-assisted activity of
Consultant, either for themselves or those with whom they have family or business ties, during
their tenure or for one year thereafter. This prohibition applies to any person who is an
employee, agent, consultant, officer, or elected or appointed official of City, or of
any designated public agencies, or the Consultant.
M. Drug Free Workplace. Consultant certifies that it has established the following drug-
free workplace policy:
1. The unlawful manufacture, distribution, dispensing, possession or use of a
controlled substance is prohibited in the workplace for any employee involved in a federally funded
program.
2. As an employee working in conjunction with a federally funded program, the
employees of Consultant will be required to:
a) Abide by the terms above in statement 1.
b) Notify appropriate officials of Consultant and City officials of any
criminal drug statute conviction for a violation occurring in the workplace not later
than five days after such conviction.
3. The City and the United State Department of Housing and Urban
Development will be notified within ten days after receiving notice of any such violation.
4. Within 30 days of receiving such notice, appropriate personnel action will be
taken against such employee, up to and including termination.
Each such employee shall be required to participate satisfactorily in a drug abuse
assistance or rehabilitation program approved for such purposes by a federal, state or local health,
law enforcement, or other appropriate agency.
N. Nondiscrimination. Consultant agrees that no person on the ground of race, age,
color, national origin, religion or sex will be excluded from participation in, be denied the
benefits of, or be subjected to discrimination under any program or activity funded in whole or in
part with funds received pursuant to this Agreement. Consultant affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
O. Conflict of Interest. Consultant agrees that no officer, employee, agent or
assignee of City who was involved in the sale of said property, either directly or indirectly, shall
serve as an officer of Consultant. Further, any conflict or potential conflict of interest of any officer
of Consultant shall be fully disclosed in writing prior to the execution of this Agreement and said
writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by
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Consultant to City regarding any changes or modifications to its board of directors and list of
officers.
P. Prohibition of Nepotism. Consultant agrees not to hire or permit the hiring of
any person to fill a position funded through this Agreement if a member of that person's immediate
family is employed in an administrative capacity by Consultant. For the purposes of this section,
the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law,
sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew,
stepparent and stepchild. The term "administrative capacity" means having selection, hiring,
supervisor or management responsibilities.
8. ASSIGNABILITY
None of the duties of, or work to be performed by, Consultant under this Agreement shall be
subcontracted or assigned to any agency, consultant, or person without the prior written consent of
City. Consultant must submit all subcontracts and other agreements that relate to this Agreement to
City. No subcontract or assignment shall terminate or alter the legal obligations of Consultant
pursuant to this Agreement.
9. TERMINATION
A. This Agreement may be terminated on thirty (30) days' written notice by either
party. In the event of such termination, Consultant shall only be entitled to reimbursement for
approved expenses incurred to the effective date of termination.
B. This Agreement maybe suspended or terminated by City upon five (5) days' written
notice for violation by Consultant of Federal Laws governing the use of Community Development
Block Grant Funds. In the event of such suspension or termination, Consultant shall only be
entitled to reimbursement for approved expenses incurred up to the effective date of suspension or
termination.
C. Pursuant to 24 CFR 85.43, in the event Consultant defaults by failing to fulfill all or
any of its obligations hereunder, City may declare a default and termination of this Agreement by
written notice to Consultant, which default and termination shall be effective on a date stated in the
notice which is to be not less than ten (10) days after certified mailing or personal service of such
notice, unless such default is cured before the effective date of termination stated in such notice. If
terminated for cause, City shall be relieved of further liability or responsibility under this
Agreement, or as a result of the termination thereof, including the payment of money, except for
payment for approved expenses incurred for services satisfactorily and timely performed prior to the
mailing or service of the notice of termination, and except for reimbursement of (1) any payments
made for services not subsequently performed in a timely and satisfactory manner, and (2) costs
incurred by City in obtaining substitute performance.
D. The grant of funds under this Agreement may be terminated for convenience in
accordance with 24 CFR 85.44.
10. VENUE/JURISDICTION
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
11. VALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or affect
the validity of any other provision of this Agreement.
12. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
communication in the manner provided in this Section, to the following persons:
To Agency:
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana, CA 92702-1988
Attn: Deputy City Manager
and,
City Attorney's Office - City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
GRC Associates, Inc.
858 Oak Park Road, Ste. 280
Covina, CA 91724
FAX: (626) 331-6375
Attn: John Oshimo, President
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A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to
the new address. If sent by mail, any notice, tender, demand, delivery, or other communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the
United States mail, duly registered or certified, with postage prepaid, and addressed as set forth
above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall
be effective or deemed to have been given twenty-four (24) hours after the time set forth on the
transmission report issued by the transmitting facsimile machine, addressed as set forth above. For
purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
13. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify Agency fully, including reasonable costs and attorney's fees, for any injuries or damages
to Agency in the event that such authority or power is not, in fact, held by the signatory or is
withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
c. No delay or omission by either party hereto to exercise any right or power accruing
upon any noncompliance or default by the other party with respect to any of the terms of this
Agreement shall impair any such right or power or be construed to be a waiver thereof. A
waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be
performed by the other shall not be construed to be a waiver of any succeeding breach thereof
or of any other covenant, condition or agreement herein contained.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written.
ATTEST:
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~/ ~ oG ~ ~ ~.~ . ~~ - ~;~;.,~ ~ ~ -
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MARIA D. HiJIZAR
City Cierk
CITY OF SANTA ANA
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DAVID N. REA
City Manager
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
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By: tom,` ~,.
Lisa Storck
Assistant City Attorney
APPROVED AS TO CONTENT:
Cynthia J. Nelson
Deputy City Manager
Community Development Agency
CONSULTANT
GRC Associates, Inc.
,'
John N. Oshimo
itle: President
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:,'~ # '?;
ECONOMIC
DEVELOPMENT
REDEVELOPMENT
REAL ESTATE ANALYSIS
HOUSING PROGRAM
URBAN PLANNING
August 12, 2009
Frank Hernandez
Management Aide
Community Development Agency
Administrative Services Division
20 Civic Center Plaza, M-25
Santa Ana, CA 92701
Re: Proposal -Labor Monitoring
Dear Mr. Hernandez:
GRC Associates, Inc. (GRC) is pleased to present to the City of Santa Ana
Community Development Agency ("Agency") this proposal for labor monitoring
in compliance with Davis-Bacon requirements. GRC's services will be managed by
Robert Copenhaver, Housing Specialist.
GRC's proposed scope of work and cost are presented below:
Tasks Time Cost
1. Attend pre-job meeting at the site with City
includin re work 4 hrs. $420 ~~,
2. Conduct interviews 1 interview er week 3.5 hrs. $367
3. Review a roll re orts with invoices 4 hrs. $420
4. Follow-u to correct a roll issues if needed 2 hrs. $210
Indirect Cost travel, rintin , mailin $50
TOTAL 14 hrs. $1,467
GRC assumes the project will be completed in two weeks and our services will total
14 hours. GRC will complete the project for anot-to-exceed cost of $1,467. Any
additional work beyond the proposed scope of work will only commence with
prior authorization from the City and will be billed on atime-and-materials basis.
If you have any questions or require additional information, please call me at
858 Oak Park Road 626/331-6373. Thank you for this opportunity and we look forward to working
with the City of Santa Ana.
Suite 280
Respectfully submitted,
Covina, CA 91724
T: (626) 331-6373 ~ ~. ~,~~~ I B I T A
F: (626) 331-6375
John N. Oshimo
Joshimo@grcassoc.com
President