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HomeMy WebLinkAbout25K - AGMT - GRANT WRITINGREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: AUGUST 15, 2017 TITLE: AGREEMENTS FOR GRANT WRITING SERVICES [NON -GENERAL FUND] (STRATEGIC PLAN NO. 6, 1C) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: As Recommended ❑ As Amended ❑ Ordinance on 1 at Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute agreements with Engineering Solutions Services and Townsend Public Affairs to provide grant writing services for the Public Works Agency for a three-year period beginning August 15, 2017, and expiring August 14, 2020, with provision for one two- year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $107,500 annually for each consultant, for a total annual amount of $215,000 for both agreements, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency Water Resources Division operates the City's Water and Sewer enterprises. These enterprises are funded through ratepayer revenues which provide funds for water and sewer system maintenance, enterprise operations, and capital improvements. While enterprises are generally self -funding, it can be both fiscally and economically efficient to pursue outside funding for capital projects and explore future funding opportunities for service improvements, environmental stewardship, and cost reduction. Approval of this recommended action will provide for the services of grant -writing professionals who will assist the Water Resources Division in identifying and applying for grants and similar awards and, in turn, help to keep water and sewer rates low. On April 6, 2017, the Public Works Agency released a Request for Proposals (RFP) for grant writing services on the City's website (RFP 15-083). Four proposals were received on May 11, 2017. The proposals were evaluated and ranked by a review committee comprised of personnel from various Public Works Divisions. Ranking criteria included firm and personnel experience, understanding of need, relevant project experience, schedule, references, presentation, and fee. The rating of the firms is as follows: VENDOR RATING Engineering Solutions Services 88 Townsend Public Affairs 85 Grant Management Associates 72 California Consulting 67 25K-1 Agreements for Grant Writing Services August 15, 2017 Page 2 The top two rated firms each have expertise in a specific area of grant writing. Engineering Solutions Services has a great deal of experience with the grant and supplemental funding programs offered by the State of California. Townsend Public Affairs has more extensive expertise in Federal grant programs. Upon consideration of the firms' distinctive competencies, and in light of the City's funding needs, staff recommends awarding contracts to both firms. Each have prior experience working with the City and have provided excellent service. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The annual aggregate amount of $215,000 for both agreements is budgeted and available for expenditure in Fiscal Year 2017-18 in the following Public Works accounts: nt Description Account Number Amount Water Administration/Engineering 06017645-62300 $100,000 Sanitary Sewer Service 05617640-62300 $100,000 Administrative Services 10117601-62300 $ 15,000 Subsequent funding of $215,000 annually will be similarly budgeted in FY 2018-19, FY 2019-20, and FY 2020-2021; and in FY 2021-22 and FY 2022-23, if the renewal options are exercised. I�IA )O� Fr d Mousavipour Executive Director Public Works Agency FM/NS APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez n Executive Director Finance & Management Services Agency Exhibits: 1. Agreement with Engineering Solutions Services 2. Agreement with Townsend Public Affairs 25K-2 AGREEMENT TO PROVIDE GRANT WRITING SERVICES WITH ENGINEERING SOLIUTIONS SERVICES, INC. THIS AGREEMENT is made and entered into this 15`x' day of August, 2017, by and between Engineering Solutions Services, Inc., a California Corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECI'T'ALS A. On April 6, 2017, the City issued Request for Proposal No. 15-083, by which it sought Consultants to provide On -Call Water and Sewer Programs Grant Writing Services for the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal and statement of qualifications on May 11, 2017, that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15-083 and attached as Exhibit A. 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 contracting 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: I. SCOPE OF SERVICES Consultant shall perform the services that are described in Exhibit A, Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total annual amount to be expended under this Agreement shall not exceed $107,500 during the term of the Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within forty-five (45) 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 and Scope of Work, which may reasonably be expected by City. Page 1 of 9 F,)Lk;l);31 v 3. TERM This Agreement shall commence on the date first written above and continue for three (3) years until August 14, 2020, unless terminated earlier in accordance with Section 17, below. The tern of this Agreement may be extended for up to one additional two (2) year period upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to filly comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 EXHIBIT 1 25K-4 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) 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, with $2,000,000 in the aggregate, Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. 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. C. Worker's Compensation Insurance. In accordance with the California 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $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. Page 3 of 9 F,1f ITd (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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 affect 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. INDEMNIFICATI©N Consultant agrees to defend, 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 negligent operations of the Consultant or its Consultants, 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 terns 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 challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terns 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, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 4 of 9 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. 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 infonnation 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 hrformation" 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 party 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. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 5 of jiXFY T� 13. 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 fax 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 Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6549 To Consultant: Engineering Solutions Services, Inc. Attn: Sudi Shoja, PE Principal 23232 Peralta Drive Suite 112 Laguna Hills, CA 92653 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 fax, 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 terns or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not Page 6 of 9 EXHIBIT 1 25K-8 bind or obligate Consultant or 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. 15. 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement maybe 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 7 of 9 Ur%191 19. 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 panties 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. 20. 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 governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21, MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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, hold 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, -- remainder ofpage Intentionally left blank; signature page to follow -- Page 8 of 9 EXHIBIT 1 25K-10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Win M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour Executive Director, Public Works Agency CITY OF SANTA ANA CYNTHIA J. KURTZ Interim City Manager ENGINEERING SOLUTIONS SERVICES Sudi Shoja, PE Principal Exhibit A Consultant Agreement with Engineering Solutions Services Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER AND SEWER PROGRAMS GRANT WRITINGSERVICES RFP NO.: 15.083 Introduction and Backsiround: The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people, The City of Santa Ana Public Works Agency, Water Resources Division is soliciting proposals from professional firms for grant writing services. In the past the City has utilized professional grant writing consulting firms on as needed basis to meet the goals and objectives of the City. The goals of this proposal for consulting services are to identify areas of funding needs, grant research and funding, development, and grant program administration and delivery to the City's Public Works Agency- Water Resources In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide grant writing services. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. Description of Work: The Consultantfs will seek funding opportunities for water and sewer programs with an emphasis on securing funds for capital projects. The selected consultants are expected to search for relevant grant opportunities and inform the City of their applicability. When relevant grant opportunities are identified and approval to proceed is granted by City, the consulting firm shall prepare the necessary grant application documents and submit grant applications on behalf of the City for approval or fully support the City in applying. All the work shall be coordinated with Water Resources Division personnel. The successful firm(s) shall have experience in grant writing, grant program development and administration for Federal, State, and Local entities Including and not limited to: • US Department of Commerce -Economic Development Administration (Public Works and EAA programs) • US Department of Housing and Urban Development (CDBG) • US Department of Interior -Bureau of Reclamation • California Department of Water Resources • California Water Quality Control Board • California Water Resources Control Board City of Santa Ana RFP 15.083 Page 11 EXHIBIT 1 25K-12 The funding sought is intended to support contemplated programs for, among other things: • Recycled water • infrastructure replacement • Automated Metering Infrastructure • Green infrastructure/solar panels • Conservation/outreach enhancements • Sewer septic tank removals/conversions The following are typical service and or items that the successful Consultant(s) will be required to provide for the City of Santa Ana. Funding Needs Analysis — Conduct current funding priority needs analysis and identify new priority areas for funding in conjunction with Staff. Outside Funding/On-Call Research — Conduct research and identify third -party funding sources that support the Public Works Agency, Water Resources Division funding needs and priorities. This scope includes researching grant opportunities independently as well as any identified by the City, Funding Proposal Development — Provide proposal writing associated with funding applications on behalf of the City of Santa Ana, including the preparation of funding abstracts, production and submittal of applications to funding sources, The City understands that many applications require technical details about the water and sewer enterprises. City staff will provide technical data as necessary but it is expected that the consultant(s) will perform the majority of work required to generate funding applications. Once applications are finalized, consultant will provide a copy of each application package for funding to the City prior to submittal and review the package with City staff. Program Administration and Delivery — The Consultant(s) will be required to provide grant administration and coordination services as part of this proposal including but not limited to coordinating with City staff to provide expenditure reports, preparing Resolutions and Staff Reports for City Council consideration, coordinating with funding sources staff , and submitting periodic status update reports to City. On a monthly basis the Consultant(s) shall provide the City summaries of potential funding opportunities. The summaries shall include, but not limited to the name of the funding agency, due dates for applications, eligibility, and program summary and funding level available. City Responsibilities; The City will provide information in its possession relevant to the preparation of the required information in the RFP, Availability of staff time to assist with the preparation of grant application documents is limited. Selected consultant is expected to perform a substantial amount of research and data gathering independently. City staff will provide system information and data as available in an effort to develop the best grant application package possible. ^� 6ty of Santa Ana RFP 15-083 Page 12 WMV Exhibit B - Consultant Agreement with Engineering Solutions Services -- APPENDIX ATTACHMENT 4: PROPOSER FEE SCHEDULE The proposer shall complete this form and include it along with the billing rates breakdown. Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and a Project Fee Schedule, ngineering S otutions ervices COMPANY NAME (date) TITLE BILLING RATE Monthly Report on Grant Funding Availability $_—O /month Job Classifications • Project Manager/Coordinator $_125 /Hour • Grant Writer $ 115 /Hour • Administrative Assistant $ 62 /Hour Additional Job Classifications • Project Engineer $ 80 /Hour • CADD Operator $ 65 /Hour • Technical Expert $_1 20 /Hour • Reproductions $----At Cost • Delivery $,_At Cost - • Travel $,_,0.67/mile AGREEMENT TO PROVIDE GRANT WRITING SERVICES WITH TOWNSEND PUBLIC AFFAIRS, INC. THIS AGREEMENT is made and entered into this 15"' day of August, 2017, by and between Townsend Public Affairs, Inc., a California Corporation ("Consultant"), and the City 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. On April 6, 2017, the City issued Request for Proposal No, 15-083, by which it sought Consultants to provide On -Call Water and Sewer Programs Grant Writing Services for the City of Santa Ana's Public Works Agency. B. Consultant submitted a responsive proposal and statement of qualifications on June 29, 2017, that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 15-083 and attached as Exhibit A. 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 contracting firn 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 Consultant shall perform the services that are described in Exhibit A. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total annual amount to be expended under this Agreement shall not exceed $107,500 during the term of the Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within forty-five (45) 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 and Scope of Work, which may reasonably be expected by City. Page 1 of 9 ON t 3. TERM This Agreement shall commence on the date first written above and continue for three (3) years until August 14, 2020, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to one additional two (2) year period upon a writing executed by the City Manager and the City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title S, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in Page 2 of 9 EXHIBIT 2 25K-16 any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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, Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) 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, with $2,000,000 in the aggregate, Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. 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. C. Worker's Compensation Insurance. In accordance with the California 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. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. 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. Page 3 of 9 w1i t (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (3 0) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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 affect 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. S, INDEMNIFICATION Consultant agrees to defend, 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 negligent operations of the Consultant or its Consultants, 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 terns 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 challenging the validity of this Agreement, or 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, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Page 4 of 9 25K�BITA 8 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. 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 party 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. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 5 of 9 Mi6 13. 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 fax 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 Executive Director Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-6549 To Consultant: Townsend Public Affairs, Inc. Attn: Christopher Townsend, President 1401 Dove Street Suite 330 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any cormnunication shall be addressed and transmitted to the iiew 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 fax, 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. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, 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 au authorized representative of Consultant. The parties agree that any terns or conditions of any purchase order or other instrument that are Inconsistent with, or in addition to, the terms and conditions hereof, shall not Page 6 of 9 EXHIBIT 2 25K-20 bind or obligate Consultant or 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. 15. 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. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. 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. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, 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 or in connection with any activities under this Agreement, Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. Page 7 of r-�I 19. 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. 20. 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 governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below 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. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. -- remainder ofpage intentionally left blank; signature page to,follow -- Page 8 of 9 EXHIBIT 2 25K-22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: J n M. Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fred Mousavipour Executive Director, Public Works Agency CITY OF SANTA ANA CYNTHIA J. KURTZ Interim City Manager TOWNSEND PUBLIC AFFAIRS Christopher Townsend, President a�J Exhibit A - Consultant Agreement with Townsend Public Affairs Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR WATER AND SEWER PROGRAMS GRANT WRITINGSERVICES RFP NO.: 15-083 Introduction and Backaround: The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.5 square miles and a population of over 325,000 people. The City of Santa Ana Public Works Agency, Water Resources Division is soliciting proposals from professional firms for grant writing services. In the past the City has utilized professional grant writing consulting firms on as needed basis to meet the goals and objectives of the City. The goals of this proposal for consulting services are to identify areas of funding needs, grant research and funding, development, and grant program administration and delivery to the City's Public Works Agency- Water Resources In summary, the City of Santa Ana is soliciting proposals from qualified firms to provide grant writing services. This request for proposal (RFP) provides interested qualified firms with the information enabling them to submit a Service Bid Proposal and to provide the services described herein. Descrintion of Work: The Consultant/s will seek funding opportunities for water and sewer programs with an emphasis on securing funds for capital projects. The selected consultants are expected to search for relevant grant opportunities and inform the City of their applicability. When relevant grant opportunities are Identified and approval to proceed is granted by City, the consulting firm shall prepare the necessary grant application documents and submit grant applications on behalf of the City for approval or fully support the City in applying. All the work shall be coordinated with Water Resources Division personnel. The successful firm(s) shall have experience in grant writing, grant program development and administration for Federal, State, and Local entities including and not limited to: • US Department of Commerce -Economic Development Administration (Public Works and EAA programs) • US Department of Housing and Urban Development (CDBG) • US Department of Interior -Bureau of Reclamation • California Department of Water Resources • California Water Quality Control Board • California Water Resources Control Board City of Santa Ana RFP 15-083 Page 11 EXHIBIT 2 25K-24 The funding sought is intended to support contemplated programs for, among other things: • Recycled water • Infrastructure replacement • Automated Metering Infrastructure • Green Infrastructureisolar panels • Conservation/outreach enhancements • Sewer septic tank removals/conversions The following are typical service and or items that the successful Consultant(s) will be required to provide for the City of Santa Ana. Funding Needs Ana lvsis -- Conduct current funding priority needs analysis and identify new priority areas for funding in conjunction with Staff. Outside Funding/On-Call Research — Conduct research and Identify third -party funding sources that support the Public Works Agency, Water Resources Division funding needs and priorities, This scope includes researching grant opportunities independently as well as any identified by the City. Funding Proposal Development — Provide proposal writing associated with funding applications on behalf of the City of Santa Ana, including the preparation of funding abstracts, production and submittal of applications to funding sources. The City understands that many applications require technical details about the water and sewer enterprises. City staff will provide technical data as necessary but it is expected that the consultant(s) will perform the majority of work required to generate funding applications. Once applications are finalized, consultant will provide a copy of each application package for funding to the City prior to submittal and review the package with City staff. Program Administration and Delivery — The Consultant(s) will be required to provide grant administration and coordination services as part of this proposal including but not limited to coordinating with City staff to provide expenditure reports, preparing Resolutions and Staff Reports for City Council consideration, coordinating with funding sources staff , and submitting periodic status update reports to City. On a monthly basis the Consultant(s) shall provide the City summaries of potential funding opportunities. The summaries shall Include, but not limited to the name of the funding agency, due dates for applications, eligibility, and program summary and funding level available. City Responsibilities: The City will provide information in its possession relevant to the preparation of the required Information in the RFP, Availability of staff time to assist with the preparation of grant application documents is limited. Selected consultant is expected to perform a substantial amount of research and data gathering independently. City staff will provide system information and data as available in an effort to develop the best grant application package possible. —� City of Santa Ana RFP 15-083 Page 12 APPENDIX ATTACHMENT Exhibit B - Consultant Agreement with Townsend Public Affairs FEE SCHEDULE The proposer shall complete this form and Include it along with the billing rates breakdown. Proposer's fee proposal shall be submitted concurrently with the technical proposal, but ina separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, and a Project Fee Schedule. Townsend Public Affairs, Inc. (05/11/17) COMPANY NAME (date) rtr1.E MILLING RATE Monthly Report on Grant Funding Availability $1500 /month Job Classifications • Project Manager/Coordinator (Cori Willem) $150 /Hour • Grant WriterlAssociato in Charge (Eric O'Donnell) $ 100 /Flour • Administrative Assistant (Danielle Villareal) $50 /Hour Additional Job QgIsp fications • Key Personnel (James Peterson) $ 125 /Hour • Key Personnel (Christopher Townsend) $100 /Hour $ /Hour $ /Hour $ /Hour $ /Hour $ /Hour $ /Hour Please see project proposal on next page City of Santa Ana RFP 15.0K Page 26 EXHIBIT 2 25K-26 PROJECT FEE SCHEDULE Project Fee Per (Month: Hourly pilling Schedule Title Hourly Hours Per Work Total Cost Cori Williams Rate $150 Month 20 .- 40% $3,000 Project Manager � _ —$100__ TOTAL PROJECT FEE ---30% Eric O'Donnell 15 $1,500 Grant Writer James Peterson _ $125 10 — 20% $1,250 _ __K-eYf rsonnel Christopher Townsend $200 2.5 5% $500 Key Personnel _ Danielle Villareal $50 2.5 5% $125 Administrative Assistant Hourly Fees $125 50 100% — $6,375 Subtotal Monthly Report on Grant N/A N/A N/A $1,500 Funding Availabilit TOTAL PROJECT FEE $125 _ 50 100% $7,875 Project Fee Per Month: Fixed Fee Schedule As an alternative to a project fee based on an hourly billing schedule each month, TPA proposes a project fee that is based on a fixed fee schedule each month: • Funding needs analysis Included • Outside funding/on-call research Included .Funding proposal development �• Included Program administration and delivery Included • Monthly report on grant funding availability Included • Other related activities, as directed by the Agency — Included TOTAL PROJECT FEE $7,500 25K-28