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HomeMy WebLinkAboutC-2569 - Community Development Block Grant Program> 0 0 CITY OF NEWPORT BEACH TO: FINANCE DIRECTOR Planning Department FROM: CITY CLERK DATE: May 22, 1986 SUBJECT: Contract No. C -2569 OFFICE OF THE CITY CLERK (714( 640 -2251 Description of Contract Consultant Agreement (for Community Development Block Grant Program) Effective date of Contract April 1, 1986 Authorized by Minute Action, approved on May 12, 1986 Contract with LSA Address 610 Newport Center Drive, Suite 555 Newport Beach, CA 92660 Amount of Contract (See Agreement) Wanda E. Andersen City Clerk WEA:1r attach. City Hall • 3300 Newport Boulevard, Newport Beach, California 92663 CONSULTANT AGREEMENT THIS AGREEMENT, entered into this 1st day of April , 1966, by and between the CITY OF NEWPORT BEACH, a municipal corporation (hereinafter referred to as "City ", and LSA, whose address is 610 Newport Center Drive, Newport Beach, California 92660, (hereinafter referred to as "Consultant "), is made with reference to the following: R E C I T A L S: WHEREAS, the City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Statutes of the State of California and the Charter of the City; and WHEREAS, the CITY has circulated requests for technical assistance, admin- istrative and implementation management for its housing and community develop- ment program in the form of newspaper advertisements and direct mailing to known agencies within reasonable proximity; and WHEREAS, EIGHT agencies responded with proposals; and WHEREAS, Consultant was one of the qualified agencies submitting a proposal for requested services; and WHEREAS, the CITY has reviewed and evaluated all proposals and interviewed the two most qualified agencies and determined the Consultant to be the most qualified; and WHEREAS, Consultant has submitted the lowest cost bid; and WHEREAS, the CITY desires to accept said proposal; and WHEREAS, the City and Consultant desire to enter into an agreement for housing and community development services under the terms and conditions contained herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM. The term of this Agreement shall commence on the lst day of April, 1986, and shall terminate on the 31st day of March, 1987, unless terminated earlier as set forth herein. The City of Newport Beach has the option of extending the term of this agreement for a term of one year from April 1, 1987, to March 31, 1988, unless terminated earlier as set forth herein. The City shall exercise this option by written notification to Consultant on or before March 1, 1987. 2. SERVICES TO BE PERFORMED BY CONSULTANT. Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference and prepare a master calendar of services to be provided showing when those services will be provided to ensure the timely performance of services. 3. COMPENSATION TO CONSULTANT. Consultant shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Exhibit "B" which is attached hereto and incorporated herein by this reference. 4. STANDARD OF CARE. Consultant warrants and guarantees that all services performed hereun- der shall be provided in a manner commensurate with the highest professional standards and shall be performed by qualified and experienced personnel. 2 - 0 5. INDEPENDENT PARTIES. 0 The parties to this Agreement intend that the relation between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of the Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No Civil Service status or other right of employment will be acquired by virtue of the Consultant's services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers' compensation insurance, retirement and deferred compensation plans, vacation and sick leave, are available from the City to the Consultant, its employees or agents. From any fees due the Consultant, de- ductions shall not be made for any State or Federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer - employee relationship. Payment of the above items, if required, are the responsibility of the Consultant. 6. HOLD HARMLESS. Consultant shall indemnify and hold harmless City, its City Council, boards and commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner connected to the Consultant's negligent performance or omission of any services or work conducted pursuant to this Agreement. 7. INSURANCE. On or before the commencement of the term of this Agreement, Consul- tant shall furnish the City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance - 3 - 0 0 policies. such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "The insurance covered by this certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City." It is agreed that Consultant shall maintain in force at all times during the performance of this agreement all appropriate policies of insurance required by this Agreement, and that said policies of insurance shall be secured from an insurance company assigned Policyholders' Rating A (or higher) and Financial Size Category Class VIII (or larger) by an industry wide standard and licensed to do insurance business in the State of California. Consultant shall maintain the following insurance coverage: a. Liability Insurance. General liability coverage in the following minimum limits: Bodily injury $250,000 each person $500,000 each occurrence $500,000 aggregate Property Damage $100,000 each occurrence $250,000 aggregate A combined single limit policy with aggregate limits in the amount of $1,000,000 will be considered equivalent to the required minimum limits. b. Subrogation waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, that Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City on behalf of any insurer providing insurance to either Consultant or the City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 4 - 0 0 c. Failure to Secure. If Consultant at any time during the term hereof, should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums and interest at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. d. Additional Insured. The City, it City Council, boards and commissions, officers, agents, servants and employees shall he named as an additional insured on all policies of insurance required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured and an additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Proceeds from any such policy or policies shall be payable to the City primarily, and to the Consultant secondarily, if necessary. 8. PROHIBITION AGAINST TRANSFERS. Consultant shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any - 5 - 7 0 • general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint venturer or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting power of the corporation. 9. PERMITS AND LICENSES. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of services hereunder. 10. REPORTS. Each and every report, draft, work - product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the City. No report, information or other data given to or prepared or assembled by the Consultant pursuant to this Agreement shall be made available to any individual or organization by the Consultant without prior approval by the City. Consultant shall, at such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. 11. RECORDS. Consultant shall maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and 6 - • • shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at all proper times to such books and records, and gives the City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow in- spection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. 12. RECORDS AND AUDITS. Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to fhe contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both federal and non - federal shares. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this contract unless permission to destroy them is granted by the City. 13. FINDINGS CONFIDENTIAL. All of the reports, information, data, etc., prepared or assembled by Consultant under this contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City. 14. COPYRIGHT. No report, maps, or other documents produced in whole or in part under this contract shall be the subject of an application for copyright by or on behalf of Consultant. - 7 - 15. NOTICES. All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: Newport Beach City Hall 3300 Newport Beach Blvd. Newport Beach, California 92663 Attention: Craig Bluell All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: LSA 610 Newport Center Drive Suite 555 Newport Beach, CA 92660 16. TERMINATION. In the event Consultant hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) days after receipt by Consul- tant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. The City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving ten (10) days written notice to Consultant as provided herein. Upon termination of this Agreement, - B - /O 0 0 each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 17. CHANGES. The City may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation, which are mutually agreed upon by and between the City and Consultant, shall be incor- porated in written amendments to this contract. 18. PERSONNEL. a. Consultant represents that it has, or will secure at its own expense, all personnel required in performing the services under this contract. Such personnel shall not be employees of or have any contractual relationship with the City. b. All of the services required hereunder will be performed by Consultant or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. 19. COST OF LITIGATION. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. 20. COMPLIANCES. Consultant shall comply with all laws, State or Federal, and all ordinances, rules and regulations enacted or issued by the City. - 9 - 21. WAIVER. A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. 22. COMPLIANCE WITH LOCAL LAWS. Consultant shall comply with all applicable laws, ordinances and codes of the State and local governments, and Consultant shall save the City harmless with respect to any damages arising from any tort done in performing any of the work embraced by this contract. 23. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this contract, Consultant agrees as follows: a. Consultant will not discriminate against any employee or appli- cant for employment because of race, creed, sex, color or national origin. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to post in conspicu- ous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this non - discrimination clause. b. Consultant will, in all solicitation or advertisements for employees placed by or on behalf of Consultant, state that all qualified - 10 - 0 0 applicants will receive consideration for employment without regard to race, creed, color, sex, or national origin. C. Consultant will cause the foregoing provisions to be inserted in all subcontractors for any work covered by this contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. d. Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. e. Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 19665, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the City's Department of Community Services and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f. In the event of Consultant's non - compliance with the equal opportunity clauses of this Agreement or with any of such rules, regu- lations or orders, this Agreement may be cancelled, terminated, or suspend- ed in whole or in part and Consultant may be declared ineligible for further government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. g. Consultant will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, - 11 - 0 0 regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. Consultant will take such action with respect to any subcontract or purchase order as the City ------- - - - - -- may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event Consul- tant becomes involved in, or is threatened with, litigation with a subcon- tractor or vendor as a result of such direction by the City, Consultant may request the United States to enter into such litigation to protect the interests of the United States. 24. CIVIL RIGHTS ACT OF 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Consultant shall comply with Section 109 of the Housing and Community Development Act of 1974, and Section 3 compliance in the provision of training, employment and business opportunities. 25. INTEREST OF MEMBERS OF A CITY. No member of the governing body of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this contract; and Consul- tant shall take appropriate steps to assure compliance. 26. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS. No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in - 12 - 0 0 connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this contract; and Consul- tant shall take appropriate steps to assure compliance. 27. INTEREST OF CONSULTANT AND EMPLOYEES. Consultant covenants that it presently has no interest and shall not acquire interest, direct or indirect, in the City or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. Consultant further covenants that in the performance of this contract, no person having any such interest shall be employed. 28. INTEGRATED CONTRACT. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary nego- tiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date and year first above written. APPROVED AS TO FORM: ,I (J - City Attorney CITY OF NEWPORT BEACH a municipal corporation 'r By ;.'..i Mayor JJ, ATTEST: Z� �') City Clerk - 13 - /T- FHSE1 CONSULTANT - 14 - • {� /cam /� /rnrfG�G�i Scope of Work EXHIBIT "A' 0 1. Prepare CDBG application and documentation with program input from City staff. A. Develop community objectives /staff input to establish State- ment of Community Development Objectives and Projected Use of Funds. B. Prepare budget for identified programs. C. Prepare documentation for application. D. Prepare annual calendar of deadlines /reporting requirements. E. Prepare project amendments, attend program related meetings, prepare RFP's as required by City staff. F. Devise program monitoring system /deadlines which include: i. Annual site visit to any non - profit organization using CDBG funds ii. Audit preparation iii. Periodic reports /grantee performance report iv. Quarterly contractor and subcontractor reports v. Annual affirmative action data report 2. Implementation - assist staff in implementing the CDBG program in an efficient and effective manner, while maintaining strict compli- ance to federal regulations. A. Prepare marketing and press relations program B. Provide direct assistance to staff to ensure implementation in conformance with federal standards and regulations (e.g., staff updates on Davis -Bacon requirements, apprenticeship hiring requirements, debarred contractors listings and requirements). 17 • • Provide monthly status reports to staff regarding consultant activ- ities for the month. Provide original report files and documents on IBM personal com- puter compatible software (floppy disk files). Ll EXHIBIT "B" AMOUNT OF CONTRACT 0 SCHEDULE OF STANDARD CONTRACT PROVISIONS and BILLING RATE If LI AMOUNT OF CONTRACT I* The contract amount which covers those items listed in the Scope of Work shall not be more than $20,000 for the first contract year and not more than $17,000 for the second contract year (optional). This contract amount may be revised, and would require contract renegotiation if significant time and /or expenses were required in the event of changes in legal regulations, HUD reporting requirements or changes in HUD regulations affecting the CDBG program. av 0 • lsa SCHEDULE OF STANDARD CONTRACT PROVISIONS FEES FOR PROFESSIONAL SERVICES Fixed -Fee Contracts. If a fixed -fee proposal, the professional services described in the Scope of Services section of the attached proposal shall be provided for the fixed fee noted in the Compensation and Terms section of the proposal. All other professional services are considered extra services. Extra services shall be provided on a time - and - expenses basis at the same rates specified for hourly contracts unless other arrangements are made in advance. Hourly Contract. If an hourly -plus- expenses proposal, the professional services described in the Scope of Services section of the attached proposal shall be provided on a time basis at current hourly rates. Out -of- pocket expenses shall be reimbursed at cost and are not included in the hourly fee for professional services. Out -of- pocket expenses include but are not limited to costs of: 1) reproduction of reports and graphics furnished or prepared in connection with the work of the contract, 2) long distance telephone and telegraph charges, 3) laboratory services, 4) automo- bile travel at 25 cents per mile, 5) other travel, subsistence, vehicle rental and lodging in connection with the work of the contract and 6) fees of specialized consultants retained with the approval of the client. The total estimated amount of time and expenses noted in the Compensa- tion and Terms section of this proposal will serve as a control on the ser- vices to be provided. The specified amount will not be exceeded without prior approval of the client. FREQUENCY OF BILLING Monthly invoices shall be submitted for progress payment based upon work completed to date. Out -of- pocket expenses shall be billed on the same monthly invoice and shall be identified as a separate item. PAYMENT OF ACCOUNTS Accounts are due and payable upon receipt of invoice. A service charge of 1 -112% of the invoice amount (18% annual rate) may be applied to all accounts not paid within 30 days of invoice date. al 0 • M TERMINATION OF SERVICES These services may be terminated upon ten days written notice, for good reason, by either party. In this event, payment for all services and ex- penses incurred prior to the date of termination shall be due and payable upon receipt of final invoice in accordance with the provisions of the fore- going section. REVOCATION The proposal to which this Schedule of Standard Contract Provisions is attached shall be considered revoked if acceptance is not received within 90 days of the date thereof. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this agreement shall be bind- ing upon the client and its successors and assigns and upon LSA /Larry Seeman Associates, Inc. and its successors and assigns. Neither party shall assign or transfer its interest in this agreement or any part hereof without the written consent of the other party. hl �l� 6 4�G0 02 t 0 0 HOURLY BILLING RATES JULY 1. 1985 Job Classification Principal Associate /Project Manager Assistant Project Manager Principal Investigator /Project Scientist Environmental Analyst /Assistant Planner Assistant Engineer Field Director (Archaeology /Paleontology) Graphics Technician Word Processing Field Crew /Office Assistant Hourlv Rate $70 -90 $45 -60 $40 -45 $35 -40 $30 -35 $30 -35 $30 $25 -35 $28 -30 $15 -20 City Council Meeting May 12, 1986 • Agenda Item No. F -3(a) IXUAGIL CITY OF NEWPORT BEACH •ulPi OF Niglf'OkoI..0 MAY 17, 1986 TO: City Council APPROVED FROM: Planning Department SUBJECT: Award of Consultant Contract for CDBG Administration Award of contract with LSA; in the amount of $20,000 for administration of Community Development Block Grant Program, and authorize Mayor and City Clerk to execute said contract. Discussion The City of Newport Beach renewed participation in the Community Development Block Grant (CDBG) Program in 1982. The Planning Depart- ment administered the CDBG program from 1982 -1985. Due to the complexities of the monitoring requirements, audits, and various report preparation, administration of the program became a burden on Department staff. During 1965, the City contracted with Mark Briggs & Associates to administer the CDBG program for one year. In accordance with the requirements of the Department of Housing and Urban Development and the consultant's contract, an RFP for CDBG administration services was widely circulated to interested firms at the end of the one -year contract period. The City received eight (8) proposals and two (2) of the proposing firms were interviewed. Based on the proposals, interviews, and the City's additional year of experience with the CDBG program, it is staff's recommendation that the firm of LSA be selected to provide this management service. The contract will be with LSA and will include their planning resources and an independent sub - consultant, McCullough Consulting, to provide the specialized technical assistance required by the City. Both firms have a very strong background in CDBG activities and should provide an excellent resource for the City. The contract will be on a time and materials basis, not to exceed $20,000 for the first year and $17,000 for an optional second year. Attached is a copy of the contract, work program and fee schedule. The City is projected to receive approximately $357,000 this year in CDBG funds, 20% ($71,400) of which can be used for "administrative costs." These may include costs for City staff time, consultant assistance, or both. TO: Cit1pouncil - 2. 0 Respectfully submitted, isPLANNING DEPARTMENT JAMES D. HE.WICKER, Director By CRAIG T. B ELL Senior P1 er SR15 /jm Attachment for City Council only: Contract with Exhibits "A" and "B ". C: • CONSULTANT AGREEMENT 0 THIS AGREEMENT, entered into this 1st day of April , 1986, by and between the CITY OF NEWPORT BEACH, a municipal corporation (hereinafter referred to as "City ", and LSA, whose address is 610 Newport Center Drive, Newport Beach, California 92660, (hereinafter referred to as "Consultant ") , is made with reference to the following: R E C I T A L S: . WHEREAS, the City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Statutes of the State of California and the Charter of the City; and WHEREAS, the CITY has circulated requests for technical assistance, admin- istrative and implementation management for its housing and community develop- ment program in the form of newspaper advertisements and direct mailing to known agencies within reasonable proximity; and WHEREAS, EIGHT agencies responded with proposals; and WHEREAS, Consultant was one of the qualified agencies submitting a proposal • for requested services; and WHEREAS, the CITY has reviewed and evaluated all proposals and interviewed the two most qualified agencies and determined the Consultant to be the most qualified; and WHEREAS, Consultant has submitted the lowest cost bid; and 3 • • WHEREAS, the CITY desires to accept said proposal; and WHEREAS, the City and Consultant desire to enter into an agreement for • housing and community development services under the terms and conditions contained herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM. The term of this Agreement shall commence on the 1st day of April, 1986, and shall terminate on the 31st day of March, 1987, unless terminated earlier as set forth herein. The City of Newport Beach has the option of extending the term of this agreement for a term of one year from April 1, 1987, to March 31, 1986, unless • terminated earlier as set forth herein. The City shall exercise this option by written notification to Consultant on or before March 1, 1987. Z. SERVICES TO BE PERFORMED BY CONSULTANT. Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference and prepare a master calendar of services to be provided showing when those services will be provided to ensure the timely performance of services. 3. COMPENSATION TO CONSULTANT. Consultant shall be compensated for services performed pursuant to this Agreement in the amount and manner set forth in Exhibit "B" which is • attached hereto and incorporated herein by this reference. 4. STANDARD OF CARE. Consultant warrants and guarantees that all services performed hereun- der shall be provided in a manner commensurate with the highest professional standards and shall be performed by qualified and experienced personnel. 2 - 0 0 5. INDEPENDENT PARTIES. • The parties to this Agreement intend that the relation between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of the Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No Civil Service status or other right of employment will be acquired by virtue of the Consultant's services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers' compensation insurance, retirement and deferred compensation plans, vacation and sick leave, are available from the City to the Consultant, its employees or agents. From any fees due the Consultant, de- ductions shall not be made for any State or Federal taxes, FICA payments, PERS • payments, or other purposes normally associated with an employer - employee relationship. Payment of the above items, if required, are the responsibility of the Consultant. 6. HOLD HARMLESS. Consultant shall indemnify and hold harmless City, its City Council, boards and commissions, officers, agents, servants and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses, whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit, arising from or in any manner connected to the Consultant's negligent performance or omission of any services or work • conducted pursuant to this Agreement. '. INSURANCE. On or before the commencement of the term of this Agreement, Consul- tant shall furnish the City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance -J S M J Ll policies. Such certificates, which do not limit Consultant's indemnification, • shall also contain substantially the following statement: "The insurance covered by this certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City." It is agreed that Consultant shall maintain in force at all times during the performance of this agreement all appropriate policies of insurance required by this Agreement, and that said policies of insurance shall be secured from an insurance company assigned Policyholders' Rating A (or higher) and Financial Size Category Class VIII (or larger) by an industry wide standard and licensed to do insurance business in the State of California. Consultant shall maintain the following insurance coverage: a. Liability Insurance. General liability coverage in the following • minimum limits: Bodily injury $250,000 each person $500,000 each occurrence $500,000 aggregate Property Damage $100,000 each occurrence $250,000 aggregate A combined single limit policy with aggregate limits in the amount of $1,000,000 will be considered equivalent to the required minimum limits. b. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, that Consultant shall look solely to its insurance for recovery. Consultant hereby grants to City on behalf of any insurer providing insurance to • either Consultant or the City with respect to the services of Consultant herein, a waiver of any right of subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. 4 - 0 0 c. Failure to Secure. If Consultant at any time during the term • hereof, should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums and interest at the maximum rate permitted by law computed from the date written notice is received that the premiums have been paid. d. Additional Insured. The City, it City Council, boards and commissions, officers, agents, servants and employees shall be named as an additional insured on all policies of insurance required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as • such additional insured and an additional insured named herein shall not be held liable for any premium or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Proceeds from any such policy or policies shall be payable to the City primarily, and to the Consultant secondarily, if necessary. S. PROHIBITION AGAINST TRANSFERS. Consultant shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or • otherwise. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any - 5 - Y 0 general partner or joint venturer or syndicate member or cotenant if Consultant • is a partnership or joint venturer or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (508) or more of the voting power of the corporation. 9. PERMITS AND LICENSES. Consultant, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certificates that may be required in connection with the performance of services hereunder. 10. REPORTS. Each and every report, draft, work - product, map, record and other document reproduced, prepared or caused to be prepared by Consultant pursuant to • or in connection with this Agreement shall be the exclusive property of the City. No report, information or other data given to or prepared or assembled by the Consultant pursuant to this Agreement shall be made available to any individual or organization by the Consultant without prior approval by the City. Consultant shall, at such time and in such form as the City may require, furnish reports concerning the status of services required under this Agreement. 11. RECORDS. Consultant shall maintain complete and accurate records with respect •to costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and 6 - g 0 0 shall be clearly identified and readily accessible. Consultant shall provide • free access to the representatives of the City or its designees at all proper times to such books and records, and gives the City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow in- spection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. 12. RECORDS AND AUDITS. Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to fhe contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both federal and non - federal shares. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this contract unless permission to destroy them is granted by the City. 13. FINDINGS CONFIDENTIAL. All of the reports, information, data, etc., prepared or assembled by Consultant under this contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City. • 3.4. COPYRIGHT. No report, maps, or other documents produced in whole or in part under this contract shall be the subject of an application for copyright by or on behalf of Consultant. - 7 - 15. NOTICES. • All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: Newport Beach City Hall 3300 Newport Beach Blvd. Newport Beach, California 92663 Attention: Craig Bluell All notices, demands, requests, or approvals from City to Consultant • shall be addressed to Consultant at: LSA 610 Newport Center Drive Suite 555 Newport Beach, CA 92660 16. TERMINATION. In the event Consultant hereto fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) days after receipt by Consul- tant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. The City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving ten (10) days written notice to Consultant as provided herein. Upon termination of this Agreement, - 8 - /O 0 0 each party shall pay to the other party that portion of compensation specified • in this Agreement that is earned and unpaid prior to the effective date of termination. 17. CHANGES. The City may, from time to time, request changes in the scope of the services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation, which are mutually agreed upon by and between the City and Consultant, shall be incor- porated in written amendments to this contract. 18. PERSONNEL, a. Consultant represents that it has, or will secure at its own expense, all personnel required in performing the services under this • contract. Such personnel shall not be employees of or have any contractual relationship with the City. b. All of the services required hereunder will be performed by Consultant or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services. 19. COST OF LITIGATION. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all • costs and expenses in such amount as the court may adjudge to be reasonable attorneys' fees. 20. COMPLIANCES. Consultant shall comply with all laws, State or Federal, and all ordinances, rules and regulations enacted or issued by the City. 9 - 21. WAIVER. • A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein whether of the same or a different character. 22. COMPLIANCE WITH LOCAL LAWS. Consultant shall comply with all applicable laws, ordinances and codes of the State and local governments, and Consultant shall save the City harmless with respect to any damages arising from any tort done in performing any of the work embraced by this contract. 23. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this contract, Consultant agrees as follows: • a. Consultant will not discriminate against any employee or appli- cant for employment because of race, creed, sex, color or national origin. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant agrees to post in conspicu- ous places, available to employees and applicants for employment, notices • to be provided by the City setting forth the provisions of this non - discrimination clause. b. Consultant will, in all solicitation or advertisements for employees placed by or on behalf of Consultant, state that all qualified - 10 - applicants will receive consideration for employment without regard to • race, creed, color, sex, or national origin. C. Consultant will cause the foregoing provisions to be inserted in all subcontractors for any work covered by this contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. d. Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. e. Consultant will furnish all information and reports required by Executive order 11246 of September 24, 19865, and by the rules, regulations • and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records and accounts by the City's Department of Community Services and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. f. In the event of Consultant's non - compliance with the equal cpportunity clauses of this Agreement or with any of such rules, regu- lations or orders, this Agreement may be cancelled, terminated, or suspend- ed in whole or in part and Consultant may be declared ineligible for further government contracts in accordance with procedures authorized in Executive order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of • September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 9. Consultant will include the provisions of paragraphs (a) through in every subcontract or purchase order unless exempted by rules, - 11 - 0 0 ------- - - - - -- may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event Consul- tant becomes involved in, or is threatened with, litigation with a subcon- tractor or vendor as a result of such direction by the City, Consultant may request the United States to enter into such litigation to protect the interests of the United States. 24. CIVIL RIGHTS ACT OF 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on i • the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Consultant shall comply with Section 109 of the Housing and Community Development Act of 1974, and Section 3 compliance in the provision of training, employment and business opportunities. 25. INTEREST OF MEMBERS OF A CITY. No member of the governing body of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any •personal financial interest, direct or indirect, in this contract; and Consul- tant shall take appropriate steps to assure compliance. 26. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS. No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in - 12 - regulations or orders of the Secretary of Labor issued pursuant to Section • 204 of Executive be binding order 11246 of September 24, 1965, so that such Consultant provisions take will upon each subcontractor or vendor. will such action with respect to any subcontract or purchase order as the City ------- - - - - -- may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event Consul- tant becomes involved in, or is threatened with, litigation with a subcon- tractor or vendor as a result of such direction by the City, Consultant may request the United States to enter into such litigation to protect the interests of the United States. 24. CIVIL RIGHTS ACT OF 1964. Under Title VI of the Civil Rights Act of 1964, no person shall, on i • the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. Consultant shall comply with Section 109 of the Housing and Community Development Act of 1974, and Section 3 compliance in the provision of training, employment and business opportunities. 25. INTEREST OF MEMBERS OF A CITY. No member of the governing body of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any •personal financial interest, direct or indirect, in this contract; and Consul- tant shall take appropriate steps to assure compliance. 26. INTEREST OF OTHER LOCAL PUBLIC OFFICIALS. No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in - 12 - Ll 0 connection with the planning and carrying out of the program, shall have any • personal financial interest, direct or indirect, in this contract; and Consul- tant shall take appropriate steps to assure compliance. • 27. INTEREST OF CONSULTANT AND EMPLOYEES. Consultant covenants that it presently has no interest and shall not acquire interest, direct or indirect, in the City or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. Consultant further covenants that in the performance of this contract, no person having any such interest shall be employed. 28. INTEGRATED CONTRACT. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto and all preliminary nego- tiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as _' -!ie date and year first above written. APPROVED AS TO FORM: City ttorney CITY OF NEWPORT BEACH a municipal corporation M - 13 - I J • FHSE1 • • 0 0 CONSULTANT - 14 - 40 • i 0 0 Scope of Work EXHIBIT "A" 0 1. Prepare CDBG application and documentation with program input from City staff. A. Develop community objectives /staff input to establish State- ment of Community Development Objectives and Projected Use of Funds. B. Prepare budget for identified programs. C. Prepare documentation for application. D. Prepare annual calendar of deadlines /reporting requirements. E. Prepare project amendments, attend program related meetings, prepare RFP's as required by City staff. F. Devise program monitoring system /deadlines which include: i. Annual site visit to any non - profit organization using CDBG funds ii. Audit preparation iii. Periodic reports /grantee performance report iv. Quarterly contractor and subcontractor reports v. Annual affirmative action data report 2. Implementation - assist staff in implementing the CDBG program in an efficient and effective manner, while maintaining strict compli- ance to federal regulations. A. Prepare marketing and press relations program B. Provide direct assistance to staff to ensure implementation in conformance with federal standards and regulations (e.g., staff updates on Davis -Bacon requirements, apprenticeship hiring requirements, debarred contractors listings and requirements). 0 3. Provide monthly status reports to staff regarding consultant activ- ities for the month. 4. Provide original report files and documents on IBM personal com- puter compatible software (floppy disk files). • • 0 0 EXHIBIT "B" Ll AMOUNT OF CONTRACT SCHEDULE OF STANDARD CONTRACT PROVISIONS and BILLING RATE If F1 The contract amount which covers those items listed in the Scope of Work shall not be more than $20,000 for the first contract year and not more than $17,000 for the second contract year (optional). This contract amount may be revised, and would require contract renegotiation if significant time and /or expenses were required in the event of changes in legal regulations, HUD reporting requirements or changes in HUD regulations affecting the CDBG program. 0 0 11 11 T SCHEDULE OF STANDARD CONTRACT PROVISIONS FEES FOR PROFESSIONAL SERVICES Fixed -Fee Contracts. If a fixed -fee proposal, the professional services described in the Scope of Services section of the attached proposal shall be provided for the fixed fee noted in the Compensation and Terms section of the proposal. All other professional services are considered extra services. Extra services shall be provided on a time - and - expenses basis at the same rates specified for hourly contracts unless other arrangements are made in advance. Hourly Contract. If an hourly -plus- expenses proposal, the professional services described in the Scope of Services section of the attached proposal shall be provided on a time basis at current hourly rates. Out -of- pocket expenses shall be reimbursed at cost and are not included in the hourly fee for professional services. Out -of- pocket expenses include but are not limited to costs of: 1) reproduction of reports and graphics furnished or prepared in connection with the work of the contract, 2) long distance telephone and telegraph charges, 3) laboratory services, 4) automo- bile travel at 25 cents per mile, 5) other travel, subsistence, vehicle rental and lodging in connection with the work of the contract and 6) fees of specialized consultants retained with the approval of the client. The total estimated amount of time and expenses noted in the Compensa- tion and Terms section of this proposal will serve as a control on the ser- vices to be provided. The specified amount will not be exceeded without prior approval of the client. FREQUENCY OF BILLING Monthly invoices shall be submitted for progress payment based upon work completed to date. Out -of- pocket expenses shall be billed on the same monthly invoice and shall be identified as a separate item. • PAYMENT OF ACCOUNTS Accounts are due and payable upon receipt of invoice. A service charge of 1 -1/2% of the invoice amount (18% annual rate) may be applied to all accounts not paid within 30 days of invoice date. 02/ ! 0 • Lsa TERMINATION OF SERVICES These services may be terminated upon ten days written notice, for good reason, by either party. In this event, payment for all services and ex- penses incurred prior to the date of termination shall be due and payable upon receipt of final invoice in accordance with the provisions of the fore- going section. REVOCATION The proposal to which this Schedule of Standard Contract Provisions is attached shall be considered revoked if acceptance is not received within 90 days of the date thereof. • SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this agreement shall be bind- ing upon the client and its successors and assigns and upon LSA /Larry Seeman Associates, Inc. and its successors and assigns. Neither party shall assign or transfer its interest in this agreement or any part hereof without the written consent of the other party. • 0 Q� 0y \CS Cb R V���� � g6 h� 5� 02 � I HOURLY BILLING RATES JULY 1. 1985 Job Classification Principal Associate /Project Manager Assistant Project Manager Principal Investigator /Project Scientist Environmental Analyst /Assistant Planner Assistant Engineer Field Director (Archaeology /Paleontology) Graphics Technician Word Processing • Field Crew /Office Assistant i• 0 Hourly Ratel $70 -90 $45 -60 $40 -45 $35 -40 $30 -35 $30 -35 $30 $25 -35 $28 -30 $15 -20 lThe hourly rate for work involving actual expenses in court, giving depositions or similar expert testimony, will be billed at $130 per hour regardless of job classification. Preparation leading to such testimony, however, is at the normal hourly rate. a3