Loading...
HomeMy WebLinkAboutMGT OF AMERICA, INC. 2 - 2013INSURANCE ON FILE WORT( MAY PROCEED UNTIL INSURANCE EXPIRES Lin/ IN ?CZ CLERK OF COUNCIL DATEE;. (2) 1 2013 O AGREEMENT FOR PROVISION OF SERVICES N-2013-114 1 rv THIS AGREEMENT, made and entered into this 15th day of July, 2013, by and between tACA([da ref MGT OF AMERICA, INC., (hereinafter "Consultant"), and the City of Santa Ana, a charter city Me ter and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the analysis of governmental services to develop indirect cost rates and prepare a full.cost allocation plan. B. Consultant represents that Consultant is able and willing to provide such services to the city. C. 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 terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform a Public Works Agency cost analysis to develop the Agency Cost Allocation Plan for use in 2012-13, as set forth in Consultant's proposal, attached hereto and incorporated by this reference. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Executive Director of the Public Works Agency, or his designated representative, and the representative of the Consultant shall be the Project Manager or his designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a fixed amount of $19,000 for the preparation of the FY 12/13 Cost Allocation Plan and Indirect Cost Rate calculation. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, 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 reasonable be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on City acceptance of the final Cost Allocation Plan, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended by a writing executed by the Executive Director of Public Works and the City Attorney. 6. 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. 7. 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. Due to the nature of service provided, Commercial General Liability coverage is not required. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Workers' 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. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and $2,000,000 in the aggregate. e. 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 canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f 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. 8. 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 death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct 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, j ust compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant 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. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful misconduct of the indemnified parties. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either parry by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-5622 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Consultant: J. Bradley Burgess, Vice President Costing Services MGT of America, Inc. 2001 P Street, Suite 200 Sacramento, CA 95811 Fax 916-443-1766 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 facsimile, 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE 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. 1.7. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana, and all other govermnental agencies. Consultant shall notify the City immediately and in writing of the inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. 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 City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. /// /// IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR ZW1 Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CITY O SANTA ANA i7 KEVI OURI{E Interim City Manager By: r` P A Sm-P Laura Sheedy Assistant City Attorney RECOMMENDED FOR AL: MGT OF AMERICA, INC. EDWIN "WILLIAM" Interim Executive Din Public Works Agency P.E. - J. BRED URGESS Vice Presi?nt EXHIBIT A CONSULTANT'S PROPOSAL Santa Ana 2012/2013 Public Works Project: Prepare an indirect cost rate for the city's public works agency - Engineering Services Division. These indirect cost rates should include an agency cost allocation plan and all appropriate indirect costs. The rate to be developed will be for use in 2012/2013. Per OMB A-87 guidelines, the 2012/2013 rate must be based on 2010/2011 actual cost. Steps Involved in the Calculation Process: 1. Determine Indirect vs. Direct Costs for the Public Works Agency (PWA) A. Review the PW actual expenditures and organizational chart for 2010/2011. B. Interviews with PW staff to review assignments and positions of PW staff. C. Prepare an Agency wide OMB A-87 cost allocation plan that distributes agency-wide indirect costs. 2. Determine Indirect vs. Direct Costs for the PWA Engineering Services Division A. Review the PW actual expenditures and organizational chart for 2010/2011. B. Interviews with PW staff to review assignments and positions of PW staff. C. Review reimbursement or charging records showing which staff had been charged to projects directly to ensure costs are not double recovered. 3. Calculate Indirect Cost Rate in accordance with the guidelines and requirements set for in the Office of Management and Budget, Code of Federal Regulations, Title 2, Subtital A, Chapter II, part 225 - Cost Principles for State, Local, and Indian Tribal Governments (previously OMB Circular A-87). A. Preparation of an Engineering Services Division Indirect Cost Rate that includes all levels of documented indirect costs. PROJECT CONSULTING FEE: Fixed fee of $19,000. PROJECT SCHEDULE: Gather project data - June 27 - ongoing Initial on-site meeting - July 1 On-site meetings - Week of July 15 Draft PW CAP/Div ICRP - Week of August 5 Final Documents - TBD AcoR" CERTIFICATE OF LIABILITY INSURANCE M,D°"""' 7/116/206/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). PRODUCER NAME: ACT Klucher / Bobby Bacon Earl Bacon Agency, Inc. PHONE FAX - 1 Ale No =78-2121 AIC No P.O. Box 12039 E- MAIL Tallahassee FL 32317 ADDREss: ar c n.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A:Valle Forge Insurance C 0508 INSURED MGTOF-1 INSUR5RBAppefiCan S CO. f Reading, PA 20427 MGT of America, Inc. INSURER C:Con inn 044 Public Resource Management Inc. INSURERD:Transportation Ins. Company 494 2123 Centre Point Blvd. Tallahassee FL 32308 INSURER E: INSURER F: of Casualty Sure CO COVERAGES CERTIFICATE NUMBER: 2063032831 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL INSR SUBRJ WVD POLICY NUMBER POLICY EFF OLIC/YY1'Y POLICY EXP MMUDDIYI'YY LIMITS C GENERAL LIABILITY Y Y 2093390918 /1/2013 11/2014 EACH OCCURRENCE $1,000,000 X DAMAGETORENTED COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $300,000 CLAIMS-MADE OCCUR MED EXP(Any one person) $5,000 X A-XV Rating PERSONAL &ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 X POLICY PRO LOC $ B AUT OMOBILE LIABILITY V 2093563501 1112013 /1/2014 Eaacci a $1000000 ANY AUTO BODILY I WILEY(Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Peraccitlent X A-XV Rating $ C X UMBRELLA LIAB X OCCUR 2093563496 11/2013 /1/2014 EACH OCCURRENCE $$5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ LED X RETENTION$ 10,000 S A WORKERS COMPENSATION y 3011086712 /112013 /1/2014 U DER- X WCSTAI CA EL b l AND EMPLOYERS' LIABILITY J - e ow D YIN 3011086788 CA /112013 /1/2014 ANY PROPRIETOR/PARTNER/EXECUTIVE? NIA E.L. EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E . L. DISEASE-EA EMPLOYE $500,000 If yes, describe antler DESCRIPTION OF OPERATIONS below E. L. DISEASE-POLICY LIMIT $500,000 F Professional Liability(E&0) 105638880 1112013 /1/2014 Per Claim 2,000,000 Claims-Made Form Aggregate 3,000,000 7/5195 Retro Date; A-XIV DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Umbrella: A-XV Rating. All Other Workers' Compp and CA Workers' Comp: A-XV Rating. California Employers Liability Limits: $1,000,000 Each Accident/$1,000,000 Disease Policy LimiU$1,000,000 Disease Each Employee. APPROVED AS TO FORM UCK I IFIUA IC KULUCK UAINUCLLA I ILIN City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana CA 92702-1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 11P?49? !r" © 1988-2010 ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD MGTofAmerica, Inc. Policy42093390918 CNA G-17957-G (Ed. 01/07) IMPORTANT; THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C.1. OF THIS ENDORSEMENT FOR THESE DUTIES. ALSO, THIS ENDORSEMENT CHANGES THE CONTRACTUAL LIABILITY COVERAGE WITH RESPECTS TO THE "BODILY INJURY" OR "PROPERTY DAMAGE" ARISING OUT OF THE "PRODUCTS-COMPLETED OPERATIONS HAZARD". SEE PARAGRAPH B.S. OF THIS ENDORSEMENT FOR THIS COVERAGE CHANGE. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTOR'S SCHEDULED AND BLANKET ADDITIONAL, INSURED ENDORSEMENT WITH LIMITED PRODUCTS-COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Nome of Person or Organisatlon: Designated Project: (Coverage underthis andorsomant Is not effected by an entry ar lack of entry in the Schadula above) A. WHO IS AN INSURED (Section II) is amended to 2. The Limits of Insurance applicable to the Include as an Insured any person or organization, i di l additional Insured are those specified in the m nc u ng any person or organization shown In the written contract or written agreement or in the schedule above, (called additional Insured) whom you Declarations of this policy, whichever Is less. are required to add as an additional Insured on this These Limits of insurance are inclusive of and not policy under a written contract or written agreement; , In addition to, the Limits of Insurance shown In the but the written rwritract orwfitten agreement must be: Declarations. 1, Currently in effect or becoming effective during the S. The coverage provided to the additional insured term ofthfs pcllW, and by this endorsement and paragraph f. of the 2. Executed prior to the "bodily Injury,' "property damage; or"parsonol and advar s!ng injury". definition of 'insured contract' under D1 FINITIONS (Section V) do not apply to "bodily " " Injury or property damage" arising out of the 6. The insurance provided to the additional insured is "products-completed oporatlons hazard" unless limited as follows; required by the written contract or written t w ` 1. That person or orgartizaEen is an additional insured solely for liability due to your negligence agreemen hen coverage does apply to bodily injury" or "property damage" arising out of the . speclficalih resulting from 'your work" for the prod operations hazard" such coverage will wlllnot apply beycnd: additional insured which Is the subject of the written contract or written agreemenL No a. The period of time required by the written coverage applies to liability resulting from the sole contractor written agreement; or negligence of the additional Insured. G-17957-G (Ed. 011x7 f) page 1 of 2 G-17957-(3 (Ed. allot) b. 5 years from the cornplegon of 'your work' on the project which is the subject of the written contract orwdtten agreement, whichever Is less. 4. The insurance provided to the additional insured does not apply to "bodily Injury,, 'property damage," or 'personal and adveriMng injury" arising out of an architects, anlnearl% or surveyors rendering of or fallure to render any prorossional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and speclacatlons; and b. Supervisory, or inspection activities performed as part of any related architectural or engineering adivillea. C. As respects the coverage provided under this endorsement, SECTION IV COMMERCIAL GENERAL LIABILITY coNDinoNs are amended as follows: 1. The following Is added to the Dutles In The Event of Occurrence, Offense, Ciaim or Suit Condition: O. An additional insured under this endorsement will as soon as practicable: (1) Give written notice of an occurrence or an offense to us which may result in a daim or'suit^ under this insurance; (2) Tender the defense and indemnity of any claim or 'suit' to any other insurer which also has insurance for a foss we cover under this Coverage pat and (3) Agree to make available any other Insurance which the additional insured has for a lass we cover under this Coverage Part, f. We have no duty to defend or indemnify an additional Insured under this endorsement until we receive written narice of a claim or "sult" from the additional Insured. 2. Paragraph 4,b. of the Other Insurance Condition is deleted and replaced with the following: 4. Other insurance b. Excesslnsuranca This insurance Is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this Insurance be either primary or primary and noncontributing. 0-1 7957-G (Ed. 01101) Page 2 of 2 MGT of America, Inc. Policy 3011086712 All Other WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 OS 13 (5d. 4-136) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered bythis pt*oy. We will not enforce our right against the person or organizatlon named In the Schedule. (This agreement appllss only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate'dfreorly, or Incurectty to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORgANIZATION ON WHOSE BMW r YOU ARE REOVIRED TO OBTAIN TUS WAIVER OV OUR RIGHT TO RECOVER rROM MOM A WRITTEN CONTRACT OR AGREEMENT. Tble endorsement charges the polloy to anlob it ]a anachad and I$ erfectlve on the date Issued unlees olhsrMse etefed. (The 1111=RUOn haloes Is rsqulmd only whantnrs arx[AWMem Is bsuod subeopent to proparelbn of the policy.) Endorsomentklrecifve PnW No. EndorsemonlNo. Insured Pmr&m$ Ineurmos CompRrgr Countsrelgned by WC OO 0813 (Ed, 484) Copylipbt U06 NR1ons1 Council on CompensRUon insurance. MGT of America, Ina Policy 8D1 1088786 CA CNA G-191 Bn-l3 (Ed.Ilfo) 0 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY 13LANKP-T WAIVER OF OUR RIQHT TO RECOVER FROM OTHERS 'MIS endorsement changes the policy to which It Is attached, It is agreed that Part One Workers' Compeneatlon Insurance & Recoverryy From Others and Port Two Employers' Liability Insuranoa H. Recovery From Others are amended by adding the tollowing: We will not enforce our right to recover against persons er organizattons. (This agreement applies only to the extont that you padorm work undera written contmotthat requires you to oblain this agreement from us.) PREMIUM CHARdIE- The charge will be an amount to which you and we agree that B a parcenfags of the total standard premium for California exposure. The amount is G-19160-B (Ed, 11197) page 1 of 1 AUTOMOBILE ADDITIONAL INSURED & WAIVER OF SUBROGATION 1. Who Is An Insured The following are "insureds": a. You for any covered "auto", b. Anyone else while. using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else Cram whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" yam own. (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, Parking or storing "autos" unless that business is yours. (4) Anyone other that your "employees", partners (if you ar-e a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees', while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "outo" owned by him or her or a member of his or her household. a Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. Provides "additional insured" status 5. Transfer Of Rights of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages ftom another, those rights are transferred to us. That person or organization must do everything necessaryto secure our rights and must do uathing after "accident" or "loss" to impair them. Policy automatically permits "waiver of subropation Business Auto Policy MGT of America, Inc. Policy 2093563501 B. Owned Autos You Acquire After The Policy 'covered pollution cost or expense,' However we Begins , have no duty to defend any 'insured' against a 'suit' f. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next seeking damages for 'bodily injury' or 'property to a coverage in Item Two of the Declarations damage' or a'covered pollution cost or axpensa' to , than you have coverage for 'autos' that you which this insurance does not apply. We may a squire of the type described for the remainder Investigate and settle any claim or 'suit' as we of the policy period. consider appropriate. Our duty to defend or settle 2. But, if Symbol 7 is entered next to a coverage in ends when the Liability Coverae Limit of Insurance has been exhausted by payment of judgments or Item Two of the Declarations, an "auto' you settlements. acquire will be a covered 'auto' for that coverage only ff: 1. Who Is An insured a. We already cover all 'autos' that you own The following are 'insureds': for that coverage or It replaces an 'auto' a. You for any covered 'auto ' You previously owned that had that coverage; and b. Anyone also while using with your b. You tell us within 30 days after you acquire permission a covered 'auto' you own, hire or borrow except: It that you want us to cover it for that (1) The owner or anyone also from whom coverage, you hire or borrow a covered 'auto ' C. Certain Trailers, Mobus Equipment And Temporary Substitute Autos . This exception does not apply if the ' ' ' ' covered auto Is a trailer connected If Liability Coverage is provided by this Coverage to a covered 'auto' you own. Form, the following types of vehicles are also ' (2) Your'emplayes' if the covared'auto' is covered autos' for Liability Coverage: owned by that 'employee' or a member 1. 'Trallers' with a load capacity of 2,000 pounds of his or her household. or less designed primarily for travel on public (3) Someone using a covered 'auto' while roads, he or she is working in a business of 2. 'Mobffe equipment' while being carried or towed selling, servioing, repairing, parking or by a covered 'auto.' storing 'autos' unless that business is 3. Any 'auto' you do not own while used with the yours. permission of its owner as a temporary (4) Anyone other than your 'amployees,' substitute for a covered 'auto' you own that is Partnars (if you are a partnership), out of service because of its: members (if you ere a limited liability a. Breakdown; company), or a lessee or borrower or ' any of their smpioyess; while moving b. Repair; property to or from a covered 'auto.- e. Servicing; (5) A partner it you are a partnershi ) or d. 'Lass°; or p , a member (if you are a limited liability e. Destruction. company) for a covered 'auto' owned by him or her or a member of his or her SECTION N-LIABILITY COVERAGE household. A. Coverage c. Anyone liable for the conduct of an We will pay all sums an 'insured` legally must pay ' 'Insured' described above but only to the extent of that liability as damages because of bodily injury' or 'property . damage' to which this insurance applies, caused by ' 2. Coverage Exton mm an accident' and resulting from the ownership, a. Supplementary Payments maintenancs or use of a covered auto.' We will pay for the 'insured': We will also pay all sums an 'insured' legally must ' (1) All expenses we incur pay as a Covered pollution cost or expense' to . which this insurance applies, caused by an ' (2) tip 10 $2,000 for cost of ball bonds accident' and resulting from the ownership, (including bonds for related traffic law maintenance or use of covered 'autos.' However, violations) required because of an we will only pay for the 'Covered pollution cost or 'acctdent' we cover. We do not have to expense' ff there is either 'bodily Injury' or 'property iurnlsh those bonds. damage' to which this insurance applies that is caused by the same 'accident ' (3) The cost of bonds to release . We have the right and duty to defend any 'Insured' attachments in any 'suit' against the 'insured' we defend, but only for bond against a 'suit' asking for such damages or a amounts within our Limit of Insurance. P49* 2 of 11 Copyright, ISO Properties, Inc„ 2o05 GA 00 01 03 06 Business Auto Policy MGT of America, Inc. Policy 2093563501 SECTf0N IV- BUSINESS AUTO CONDMoNS (1) Promptly notify the police it the covered The following conditions apply In addition to the Common Policy Conditions: .auto' or any of its equipment Is stolen. A. Lose Conditions (2) Take all reasonable steps to protect the covered 'auto' from further damage. 1. Appraisal For Physical Damage Loss Also keep a record of your expenses for If you and we disagree on the amount of 'loss,. claismrdaratlon in the settlement of the either may demand an appralsal of the 'loss.' In this event, each party will select a competent (3) Permit us to inspect the covered 'auto' appraiser. The two appraisers will select a and records proving the loss' before its competent and impartial umpire. The appraisers repair or disposition. will stale separately the actual cash value and (4) Agree to examinations under oath at amount of 'loss.' If they fail to ogres, they will our request and give us a signed submit their differences to the umpire. A statement of your answers, decision agreed to by any two will be binding. Each party will: 3. Legal Action Against Us a. Pay its chosen appraiser; and No one may bring a legal action against us under this Coverage Form until: b. &ear the other expenses of the appraisal and umpire equally a. There has been full compliance with all the . terms of this Coverage Form; and If we submit to an appraisal, we will still retain our right to deny the claim b. Under Liability Coverage, we agree in . writing that the 'insured' has an obligation 2. Duties In ih® Event Of Accident, Cfaim, Suit to pay or until the amount of that obligation Or Loss has finally been determined by judgment We have no duty to provide coverage under this after trial. No one has the right under this policy unless there has been full compliance Policy to bring us into an action to with the following duties: determine the'Insured's' liability. a. In the event of 'accident,- claim, 'suit' or 4• Lass Paymwd-Physical Damage Coverages loss,' you must give us or our authorized At our option we may. representative prompt notice of the 'accident' or 'loss,, Include; a. Pay for, repair or replace damaged or stolen (1) How, when and where the 'accident' or 'loss' occurred; Property; b. Return the stolen property, at our expense. We will pay for any damage that results to (2) The "Insureds' name and address; and the *auto' from the theft; or (3) To the extent possible, the names and o. Take all or any part of the damaged or addresses of any injured persons and stolen property at an agreed or appraised witnesses. value. b. Additionally, you and any other involved ' It we pay for the loss; our payment will include insured' must: the applicable sales tax for the damaged or (1) Assume no obligation, make no stolen properly. Payment or Incur no expense without 6. Transfer 01 Rights Of Recovery Against our consent, except at the 'insurer's' Others To Us own cast. (2) Immediately send us copies of arty It any person or organization to or for whom we make payment under this Coverage Form has request, demand, order, notice, summons or le l rights to recover damages from another, those ht ri ga paper received concerning the claim or'sutt.' g s are transferred to us. That person or organization must do everything necessary to c (3) Cooperate with us in the Investigation secura our rights and must do nothing after ' r? or settlement of the claim or defense accident or loss' to impair them, o against the "suet.' B. General Conditions (4) Authorize us to obtain medical records 1• Bankruptcy or other pertinent information. Bankruptcy or insolvency of the 'ensured' or the (5) Submit to examination, at our expense, by physluians of our choice, as often as 'ensured's' estate will not relieve us of any obligations under ibis Covera e Form _ we reasonably require. g . 2. Conoaafinent, Miarepresenlation Or Fraud c. 11 there is loss' to a covered 'auto' or Its equipment you must also do the followin This Coverage Form is void in any case of fraud g: by you at any time as It rotates to this Coverage CA 000103 05 Copyright, ISO Properties, Inc„ 2005 Pegs 70f 11 POLICY NUMBER: 2093390918 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE i? Name Of Person Or Organization. Refer to SCHEDULE (562404 The following is added to Paragraph 0. Transfer Of Rights Of Recovery Against clhers To Us of Section IV - Conditions-, We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and Included in the "products-completed operations hazard.' This waiver applies only to the person or organization shown in the Schedule above. CO 24 04 06 09 Copyright, Insurance Services Office, Inc., 2008 Page t of 7 MEMORANDUM Kevin O'Rourke To: Interim City Manager Edwin "William" Galvez, P.E. From: Interim Executive Director, Public Works Agency Subject: 7, 2013 The identified solution to the Fund 86 issue was to have a Cost Allocation Plan developed and approved that calculates a fully burdened indirect cost rate that will recover the Engineering Services costs. From an original list of four potential consultants experienced in this type of work, Public Works requested quotes from three firms and only one responded - MGT of America, Inc. A copy of the Request for Quotation and the results are attached for your reference. The attached agreement covers preparation of an auditable Cost Allocation Plan for FY 12/13 that is in accordance with the guidelines and requirements of Office of Management and Budget (OMB), Code of Federal Regulations, Title 2, Subtitle A, Chapter II, part 225 (formerly OMB Circular A-87). Upon completion, the plan will be submitted to the Orange County Transit Authority (OCTA) for their review and approval. The approved indirect rate will be used to process outstanding FY 12/13 grant reimbursements and OCTA has agreed to allow the same rate to be used for FY 13/14 reimbursements, as well. COST ALLOCATION PLAN - REQUEST FOR QUOTATION The City of Santa Ana Public Works Agency requires the services of a consultant to prepare cost allocation plans that are acceptable to federal, state, and local grant agencies. We are depending on the selected consultant to know from experience exactly what is required. However, the details, as we know them, are as follows: REQUIREMENTS: • Cost allocation plan for FY 12/13 - completion as soon as possible. • Cost allocation plan for FY 13/14-completion date to be determined. • Meets all guidelines and requirements set forth in the Office of Management and Budget, Code of Federal Regulations, Title 2, Subtitle A, Chapter II, part 225 - Cost Principles for State, Local, and Indian Tribal Governments (previously OMB Circular A-87). • Identifies all eligible indirect costs and calculates a fully burdened indirect rate. • Final product includes all documentation required for audit purposes. QUALITIES OF SUCCESSFUL CANDIDATE: (not in any particular order) • Proven experience in successfully preparing Cost Allocation Plans acceptable to granting agencies. • Available, qualified staff to prepare the documentation within the time schedule. • Reasonable compensation. SEND QUOTATION TO: Margaret Mercer Interim Administrative Services Manager mmercer@santa-ana.org CONSULTANT REFERRAL LIST: Willdan & Associates Anaheim -Corporate Headquarters 2401 E. Katella Avenue, Suite 300 Anaheim, CA 92806-5909 Phone: 714/940-6300 Ernst & Young 18111 Von Karman Avenue, Suite 1000 No answer of listed Irvine CA 92612-1007 ohone number , Phone: 949/794-2300 HF&H Consultants, LLC 19200 Von Karman Avenue, Suite 360 201 North Civic Drive, Suite 230 Not interested Irvine, CA 92612 Walnut Creek, CA 94596 Phone: 949/251-8628 Phone: (925/977-6950 MGT of America, Inc. Mike Adams, Senior Consultant (offices in Tallahassee, FL; Austin, TX; Cell: 949/310-4470 Sacramento, CA; Olympia, WA. Not sure which office Mike Adams works out of, but he has done work for the Citv in the last 2 vears. REQUESTS WERE SENT TO: MGT of America, Inc. (05123113) E. Payton epayton@mgtamer.com Willdan & Associates (05128113) K. Taylor ktaylor@willdan.com Government Software Systems, LLC (05128113) Eric Johnson eric@gss-software.com RESPONSE(S) RECEIVED FROM: MGT of America, Inc. (06101113)