HomeMy WebLinkAboutALLIANCE CONSULTING SERVICES INC.INSURANCE NOT ON FILE N-2022-210
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE:
AGREEMENT TO PROVIDE REAL ESTATE AND RIGHT-OF-WAY
0 '. P W 1i (r%ehY)4N gvyejn)(Df) ZOORD'NATION SERVICES
� THIS AGREEMENT is made and entered into this 15th day of July, 2022 by and between
o Alliance Consulting Services Inc. ("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").
u
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the
field of real estate and right-of-way coordination services.
B. Consultant represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement the services that are described
in the Scope of Work, which is attached as Exhibit A and incorporated in full.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit A. The total sum
to be expended under the term of this Agreement, including any extension periods,
shall not exceed $49,500. This sum is comprised of (1) the base amount of $45,000
and (2) a contingency in the amount of $4,500 for additional services at the City'
sole discretion.
b. City agrees to compensate Consultant for any services provided since the expiration
of Consultant's prior agreement on April 17, 2022.
C. 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.
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3. TERM
This Agreement shall commence on the date first written above and continue until June
30, 2025 unless terminated earlier in accordance with Section 15, below. The term of this
Agreement may be extended for up to two (2) one (1) year periods upon a writing executed by the
City Manager and City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. 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 subcontractor 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
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.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work hereunder and the results of that work by the Consultant, his agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
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1. Professional Liability (Errors and Omissions): Insurance appropriate to the
Consultant's profession, with limit no less than $1,000,000 per occurrence or claim,
$1,000,000 aggregate.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Consultant.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Consultant including materials, parts or equipment furnished in connection
with such work or operations. General liability coverage can be provided in the form of an
endorsement to the Consultant's insurance (at least as broad as ISO Form CG 20 10 11 85 or both
CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant's insurance coverage shall be primary
insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except
with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said
Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a waiver
of subrogation endorsement from the insurer.
Self -Insured Retentions
Self -insured retentions must be declared to and approved by the City. The City may require the
Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention. The
policy language shall provide, or be endorsed to provide, that the self -insured retention may be
satisfied by either the named insured or City.
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Acceptability oflnsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A,M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide claims -made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the
beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least three
(3) years after completion of the contract of work.
If coverage is canceled or non -renewed, and not replaced with another claims -made policy
form with a Retroactive Date prior to the contract effective date, the Consultant must
purchase "extended reporting" coverage for a minimum of three (3) years after
completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies
of the applicable policy language effecting coverage required by this clause. All certificates and
endorsements are to be received and approved by the City before work commences. However,
failure to obtain the required documents prior to the work beginning shall not waive the
Consultant's obligation to provide them. The City reserves the right to require complete, certified
copies of all required insurance policies, including endorsements required by these specifications,
at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances.
7. 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 subcontractors, agents, employees, or other persons
acting on their behalf which relates to the services described in section 1 of this Agreement; and
(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
equitable relief is due by reason of the terms of or effects arising from this Agreement. This
indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from this
Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
defense of the City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this Agreement, or asserting that
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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.
8. 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.
9. 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.
10. 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.
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11. 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.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided 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.
13. 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 terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Consultant 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.
W. 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.
15. 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:
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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.
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. 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.
18. 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.
19. 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
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Santa Ana, CA 92702-1988
Fax 714-647-6956
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant: Alliance Consulting Services Inc.
975 La Mirada Street,
Laguna Beach, CA 92651
Attn: Souri Amirani
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
timeframes, weekends, federal, state, County or City holidays shall be excluded.
20. 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. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
by this Agreement. This shall not apply where the Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement.
C. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
[signature page to follow]
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N-2022-210
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
AISY GOMEZ 19
l Klerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:
John M.Funk
Chief Assistant City Attorney
RECOMMENDED FOR APPROVAL
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
KRI � RIDGE
City Manager
CONSULTANT
Souri Amiranl
President
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Alliance Consulting Services Inc.
975 La Mirada Street, Laguna Beach CA 92651
(949)315-1444
April 11, 2022
Revised 6/27/2022
Mr. Kenny Nguyen, Senior Civil Engineer
Public Works Agency
20 Civic Center Plaza, M36
Santa Ana, CA 92701
Dear Kenny,
Per your request, Alliance Consulting Services Inc, is pleased to submit this proposal to provide real estate
and right-of-way coordination services for the following projects for the City of Santa Ana:
• Bristol Street Phase 3 A Washington to Civic Center Drive
• Bristol Phase 4 — Warner Avenue to Saint Andrew Place
• Warner Avenue Phase 1 — Main to Oak
• Warner Avenue Phase 2 — Oak to Grand
• Fairview Bridge widening at Santa Ana River
• Miscellaneous right-of-way acquisitions and sale of surplus City properties
Alliance Consulting Services Inc. will assist City staff, overseeing all the right-of-way and real estate
services as well as ensuring all work is performed in accordance with the public agency's policies and
procedures and federal, state and local regulations. As Project Coordinator managing and overseeing
the following tasks on an as needed basis described in the Scope of Work:
Scope Of Work
• Administration of all right-of-way related consultant contracts, including, but not limited to: 1)
Property appraisal; 2) Furniture, fixture and equipment appraisal; 3) Business goodwill
appraisal; 4) Acquisition/relocation and property management services; and 5) City real
estate properties.
• Prepare Weekly Project Summary Reports for review by City Legal Staff.
• Review consultant invoices and recommend payment to City.
• Review consultants schedule for acquisition/relocation and monitor progress.
• Review relocation claims and monitor status of relocation and eviction efforts in
accordance with the Uniform Relocation and Real Propel iy Acquisition Act of 1970
(Uniform Act); the California Relocation Assistance and Real Property Acquisition Guidelines;
City's Real Property Policies and Procedures and any other applicable regulations.
• Review Title reports and identify pertinent information.
• Review and comment on real estate appraisals.
• Review and comment on improvements pertaining to realty, furniture, fixtures and equipment
appraisals.
• Review and comment on loss of business goodwill appraisals.
• Review and comment on acquisition tasks such as offer packages.
• Monitor negotiations by other consultants.
• Prepare documentation for administrative settlements.
• Provide Condemnation support.
• Monitor Demolition activities.
• Recommend amount of just compensation. The CITY shall make the final determination of just
compensation.
• Review title and escrow services necessary forthe acquisition of real property, which include,
but are not limited to, preliminary title reports, litigation guarantees, policies of title, title
searches, document searches, document preparation, estimates of closing costs, escrow
instructions, and other documents.
• Review all documents for submission and delivery to escrow companies; review title and
escrow documents; ensure that CITY is acquiring good title and/or the property rights needed
for the completion of the PROJECT, free and clear of all encumbrances that may affect or
hinder the development of future consideration; coordinate escrow closings and file all
applicable forms and documents with the County Assessor's Office.
• Coordinate and provide support to CITY legal staff to clear title, if necessary.
• Advise CITY of any Preliminary Title Reports/Litigation Guaranties, determine title
deficiencies, develop a plan to resolve and cure title deficiencies and clear liens and
encumbrances.
• Upon completion of Project, advise CITY of any Policy of Title insurance, American Land
Title Association (ALTA) or California Land Title Association (CLTA) extended -coverage
owner's policy based on the value of the property provided by CITY.
• Review design plans, construction plans, appraisal, appraisal maps, legal descriptions, and if
necessary, environmental site assessments.
• Review the parcel negotiator's log (parcel diary) for each parcel.
• Review the acquisition file for each property owner or property interest acquired, and
maintain a file checklist pursuant to City's policies and procedures.
• Secure Agreements for Possession and Use, Right of Entries, and licenses or permits from
property owners for purposes of performing hazardous waste, archeological and other
inspections. If needed, provide support to City's legal staff.
• Perform any other normal procedures and processes to implement the acquisition
assignment and shall provide any other supporting information and/or correspondence
required by CITY.
• Assist City in achieving California Department of Transportation (Caltrans)
Right of Way Certification.
• Review existing leases, licenses, franchises, easements, permits and other agreements
and assist in updating leases.
Thank you for the opportunity to provide this proposal. If you have any questions or need additional
information, please contact me at Souri.Amirani(a)Alliance-sys.com or by phone at (949) 315-1444.
Sincerely,
aeurw a4w-4�
Souri Amirani
President, Alliance Consulting Services Inc.
Proiect Staff; Souri Amirani, PE, RE — Right -of -Way Coordinator, (Broker Number 01718958)
Consultant's Fee is based on Time and Material Not to Exceed $50,000 at hourly rate of $170.
Project Name
Hours
Hourly Rate $
Total $
Bristol Phase 3A
15
170
2,550
Bristol Phase 4
84
170
14,280
Warner Phase 1
10
170
1,700
Warner Phase 2
110
170
18,700
Fairview Bridge
35
170
5,950
Misc. & Surplus
properties
37
170
6,290
Total
291
170
49,470