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HomeMy WebLinkAboutGOVERNMENT CONSULTING PARTNERSINSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES CT R,A� CITY CLERK DATE: JAN 2 4 20Z4 0". ew P, cl-> ce. Floee s) ' e CONSULTANTAGREEMENT CITY OF SANTA ANA N-2024-037 THIS AGREEMENT is made and entered into on this 27" day of November, 2023, by and between Govertunent Consulting Partners'("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. The City desires to retain a consultant having special skill and knowledge in the field of: development of an indirect cost rate proposal for engineering services and development of an internal service fund cost allocation methodology for allocating departmental support costs for fiscal year 2024-2025. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the 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 tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in Consultant's Proposal - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $50,000.00, which is allocated as: 1) a base rate of $47,000.00; and 2) a contingency in the amount of $3,000.00 for additional and as -needed services, to be exercised at City's sole discretion. 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. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to Page 1 of deposit payments directly into Consultant's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2024, with the option for the City to grant up to two (2), three (3) month extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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, its agents, representatives, employees or subcontractor. Page 2 of 9 Certificate Holder must be addressed as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Professional Liability applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. 2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. 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 the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 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 if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, the Consultant's insurance coverage shall be primary 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. Page 3 of 9 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 -In s u re dR eten ti ons 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. Acceptability oflnsurcrs 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:V11, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 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 five (5) years after completion of the contract of work. 3. 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 five (5) years after completion of contract work. Verffieation of Coverage Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. 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. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. 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. Page 4 of 9 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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, its subcontractors, agents, employees, or other persons acting on its 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 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 out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, 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 clue to the nature of such Page 5 of 9 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. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 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, 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 terns 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Page 6 of 9 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 mill 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 Contractors 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: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) 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 govermnental 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 shalt be cause for termination of this Agreement. Page 7 of 9 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certified trail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: J. Bradley Wilkes Owner Government Consulting Partners 6885 Douglas Blvd., #250 Granite Bay, California 95746 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, cormnunication 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authorityand right to bind their respective parties to each of the terms of Page 8 of 9 this Agreement, and shall indemnify City fully, i attorney's fees, for any injuries or damages to City or power is not, in fact, held by the signatory or is i b. All Exhibits referenced herein and attached hereto set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ,Jonathan T. Martinez Assistant City Attorney RECOMMENDED FOR APPROVAL: (�N Nabil Saba Executive Director Public Works Agency luding reasonable costs and the event that such authority be incorporated as if fully the date and year first CITY OF SANTA ANA 1Ai.W i 1 i w Thomas R. Hat h Interim City M nager CONSULTAN I J. Bradley Wilk s Owner Page 9 of 9 EXHIBIT A CONSULTANT'S PROPOSAL GOVERNMENT CONSULTING PARTNERS GCP 1) Santa Ana PW Indirect Cost Rate Proposal PROJECT SCOPE: Develop a PW ICRP that meets Caltrans guidelines for the following PW departments: • Construction Engineering new AU 01117611 • CIP Engineering (aka Design Engineering) remains in AU 08617613 This ICRP will be based on: • 2022/2023 actual expenditures. • Follow federal and state (Caltrans) guidelines and format, i.e. agency: City of Santa Ana Department Public Works Fund 86 riscal year: 2o22/2o22 Actual Expenditures Or Allowable Allowable sc Total Costs Excluded Indirect Direct A) Personnel con.. 15a l a ry and Wages $ 2,776,998 $ 711,925 $ 2,065,063 DkMbuflon%, 100% 0% 25.64% 24.36% 2 Tempore ry&Overtime $ 75,768 $ 75,768 3 Benefits so 58% $ 1,682,250 $ 431,271 $ 1350,929 subtotal $ 4,535,006 $ 75,768 $ 1,143,196 $ 3316.042 81 [Other Operating Expenses 4 Accident Repair & Replacement 31018.00 3,018.00 - 5 Benefits Overhead 9,858.00 9,858 6 Building Rental 110,743.50 110,743.50 - Communications 28,936.12 28,936 8 Contract Services -Professional 201,739.14 201,739 9 Delivery Charges 2,287.84 2,287.84 - 10 Gas &Diesel 17,030.00 17,030.00 - 11 Insurance Charges 494,967.00 494,967.00 - 121T Maintenance Charge 162,745.34 162,745.34 - 13 Maintenance& Repair Machinery&Equil 158.51 159 14 Membership, Subscription&Ones 4,000.08 3,000.00 1,000 15 Miscellaneous Operating Expenses 50,495.75 50,496 16 Public Works Administrative Charges 6 'IC;3.32 644,833.32 - 17 Rental City Equipment 40,132.00 4 ,132.00 - 1s Trill ni ng, Transportati on, Meeting 6,6T1.64 6,678 19 20 Subtotal: 5 1,717622 5 1A78757 5 298,865 $ TotaIDept Ex erdnures $ 6.312,628 q 1$54525 $ 1,442,062 5 3316,042 GlComt,lService Co. Allocation 21 Ci Wwi de 2 CFR 200 CAP 259,295 259,295 22 PW Advan mntl lot oeptwitle 3 cm 1. cPP 470,837 470,837 23 24 - 25 - Tota l Cos is of a l l Divi slons: $ 7,042,760 $ 1,554,525 $ 2,372,194 $ 3,316,042 DI Indirect Rate: Dept I ndi rest Costs: $2.172.19a Dlrect5alaries 52,065,063 Indhect cost Rate: vo53% PURPOSE: Calculate the indirect cost rate that will be submitted to Caltrans for reimbursement of city engineering costs related to state Caltrans funded projects. CONSULTING FEE: $27,000 (fixed fee, includes all expenses) 1 2) Santa Ana PW Admin (601&605) Administrative Full Cost Methodology rrrrrrrrrrrrr� GCP PROJECT SCOPE: Develop a PW administrative FULL costal location methodology that meets the requirements of allocating departmental support costs (allocation flow illustrated below) • Based on budgeted expenditures. • Using defensive able allocation -based statistics that reflect service provided. • Costs tie to published city budget. Citywide eIndirect Costs li Departmental Indirect Costs li PW Administrative Support Enterprise State Fed PW/Traffic/ Fits Fds Engineering Other fits PW operations- Fd/Dept/Div ' Citywide CAP The dWde W adoutes general fund wWrtrmuthioughou[ IM rdy Departmental CAP The castsallocmd In the=Vy deW cmi In Wa dined with mM aaeca[ed from Ne PW Adman rd 101 W to fmm W ertimm of ad d"dea PW admin wppon costa. PW Admin (601&605) Costs Allocated to Operations Pw Atlmin6Fl esumnPwowalb ne ado[alM In t%r Iuu[lon. PW Operations receive their share of PW admin and support costs Wlw the dlnca4nn nr PN' adminiavauve tints u" PW full cyst of operaWi .n be Wculamd. PURPOSE: Calculate the share of PW administrative costs to all PW functions in the city - both general fund and enterprise functions. These calculations can then be used as the basis to transfer funds from these PW departments to reimburse the general fund for the administrative support provided by Fund 101-601 and 101-605. CONSULTING FEE: $20,000 (fixed fee, includes all expenses) GCP BACKGROUND INFORMATION: Lj ,- r Website Experience 2 Ritoli, Joseph From: Sent: To: Subject: Contractor Name: Project Number: Project Name: City of Santa Ana <certificate-request@ctrax.jdidata.com> Tuesday, January 16, 2024 3:59 PM Ritoli, Joseph Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Government Consulting Partners The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverage(s) are: TYPE OF INSURANCE POLICY NUMBER EXPIRATION COI DATE FILE NAME DATE Santa Ana GCP PROFESSIONAL LIABILITY PHSD1831334 10/10/2024 01/12/2024 COI Dec 2023.pdf WORKERS COMPENSATION AND EMPLOYERS' Santa Ana GCP LIABILITY 57WECBB2L9J 11/01/2024 01/12/2024 COI Dec 2023. pdf No further action is required at this time. Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 1/16/2024 6:59 PM 1