HomeMy WebLinkAbout25B - CONSULTING SERVICESREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 2, 2008
TITLE:
AGREEMENT WITH MIKE LINARES, INC.
FOR FEDERAL GRANT PROGRAM
CONSULTING SERVICES
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1 ~` Reading
^ Ordinance on 2n° Reading
^ Implementing Resolution
^ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the
attached agreement with Mike Linares, Inc. to provide technical
consulting services for federal grant programs in an amount not to exceed
$55,000 for a one-year term, subject to non-substantive changes approved
by the City Manager and City Attorney.
DISCUSSION
The City of Santa Ana receives federal grants through the Community
Development Block Grant Program (CDBG), the Emergency Shelter Grant
Program (ESG) and the Home Investment Partnership Act Program (HOME) to
fund eligible activities relating to community development, social
services for the homeless and affordable housing. Periodically, City
staff requires professional consulting services to ensure compliance with
all federal regulations and procedures regarding these grant programs.
For the past eight years, Mike Linares, Inc. has provided consulting
services on federal grant programs to the City of Santa Ana. The
services provided include preparation of annual reports such as the
Consolidated Annual Performance and Evaluation Report and the
Consolidated Plan Annual Update. Mike Linares, Inc. also provides
program design assistance to ensure compliance with federal regulations
and technical assistance on utilization of the United States Department
of Housing and Urban Development's (HUD's) electronic system for
committing and disbursing grant funds.
Under the proposed agreement, Mike Linares, Inc. will work on an hourly
basis as needed and as requested by the Community Development Agency.
The scope of work may include, but will not be limited to, design of
programs funded by federal grants, preparation of periodic reports,
25B-1
Agreement with Mike Linares, Inc.
June 2, 2008
Page 2
responding to staff questions on compliance with HUD regulations, and
utilization of HUD's electronic system for committing and disbursing
grant funds. The hourly billing rate will be $80.
FISCAL IMPACT
Funds are available in the CDBG, HOME and HOPWA Administration accounts
(account nos. 135-146-6291, 130-148-6291, 405-148-6291).
APPROVED AS TO FUNDS AND ACCOUNTS:
Nancy T. dwards ,,Francisco Gutierrez (~~
Assistant Director Executive Director ~ '4}-'
Community Development Agency Finance & Management Services Agency
NTE/FH/mlr
060208 AgreeMLinaresInc
25B-2
CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 2°d day of June, 2008, by and between
MIKE LINARES, INC., a California corporation (hereinafter "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 (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
technical consulting services for federal grant programs.
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 provide services as requested by the Deputy City Manager for
Development Services/ Community Development Agency, including design of programs funded
by federal grants, preparation of periodic reports, responding to staff questions regarding
compliance with HUD regulations, and utilization of HUD's electronic system for committing
and disbursing grant funds.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an
hourly rate of $80.00. Additional materials and supplies required to complete assigned tasks, or
as requested by City, will be billed at cost plus ten percent. The total sum to be expended under
this Agreement shall not exceed $55,000.00 during the term of this agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
25B-3
3. TERM
This Agreement shall commence on July 1, 2008 and terminate on June 30, 2009, unless
terminated earlier in accordance with Section 13, below. The term of this Agreement may be
extended upon a writing executed by the Deputy City Manager for Development Services and
the 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. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, agents, volunteers, and employees as
additional insureds) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Consultant's operations in the performance of
this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence. Consultant shall supply City with a fully executed additional insured endorsement in
substantially the form attached hereto as Exhibit A upon execution of this Agreement and shall
be approved in form by the City Attorney.
b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
25B-4
c. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
d. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of 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.
7. 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
25B-5
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.
8. 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.
9. CERTIFICATION
Consultant acknowledges that the funds for the programs have been granted to City by
the federal government pursuant to various grant programs. Consultant agrees to be bound by
and comply with all of the terms and conditions of City's Grant Agreements, including but not
limited to:
a. Audit Report Requirements. Consultant agrees that if Consultant receives Five
Hundred Thousand Dollars ($500,000.00) or more in federal funds. Consultant shall have an
annual audit conducted by a certified public accountant in accordance with the standards as set
forth and published by the United States Office of Management and Budget -OMB Circular A-
133.
b. Record Keeping/Reporting. Consultant shall keep and maintain complete and
adequate records to assist City in meeting and maintaining its record keeping responsibilities
under the Act. City and the United States Government and/or their representatives shall have
access for purposes of monitoring, auditing and examining Consultant's activities and
performance, to books, documents and papers, and the right to examine records of Consultant's
subcontractors, bookkeepers and accountants, employees and participants in regard to said
program. Nothing herein shall be construed to require access to any privileged or confidential
information as set forth in federal or state law.
c. Consultant certifies and agrees that it will not use funds provided through this
Agreement to pay for entertainment, meals or gifts.
d. Lobbying. Consultant certifies that it will comply with federal law and regulations
found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the
recipient of a federal contract, grant, loan or cooperative agreement to pay any person for
influencing or attempting to influence an officer or employee of any agency, Member of
25B-6
Congress, or an officer or employee of a Member of Congress in connection with awarding of
any federal contract, the making of any federal grant or loan, entering into any cooperative
agreement and the extension, renewal, amendments or modification of any federal contract,
grant, loan or cooperative agreement.
e. Drug Free Workplace. Consultant certifies that it has established adrug-free
workplace policy which includes the following provisions.
1. The unlawful manufacture, distribution, dispensing, possession or use of a
controlled substance is prohibited in the workplace for any employee involved in a federally
funded program.
2. As an employee working in conjunction with a federally funded program, the
employees of Consultant will be required to:
• Abide by the terms above in statement 1.
• Notify appropriate officials of Consultant and City officials of any criminal
drug statute conviction for a violation occurring in the workplace not later than
five days after such conviction.
• The United States Department of Housing and Urban Development will be
notified within ten days after receiving notice of any such violation.
• Within 30 days of receiving such notice, appropriate personnel action will be
taken against such employee, up to and including termination.
• Each such employee shall be required to participate satisfactorily in a drug
abuse assistance or rehabilitation program approved for such purposes by a
federal, state or local health, law enforcement, or other appropriate agency.
f. Consultant assures and certifies that it will not use any funds appropriated under
this Agreement for religious activity or anti-religious activity, or to promote or oppose any
political candidate, party or belief.
g. Consultant assures and certifies that where applicable classroom training instructors
are properly credentialed, and training curriculums comply with State Education Codes.
h. Consultant assures and certifies that it is in good standing with the California
Secretary of State, Franchise Tax Board and Internal Revenue Service.
10. 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 telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the Council
City of Santa Ana
25B-7
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Deputy City Manager for Development Services
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. BOX 1988
Santa Ana, California 92702
telefacsimile (714) 647-6736
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Mike Linares, Inc.
P.O. Box 3913
San Clemente, California 92672
Telefacsimile (949) 369-1517
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 telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
25B-8
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.
12. 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.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
15. JURISDICTION -VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. 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.
25B-9
16. 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 his inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
Laura Sheedy
Assistant City Attorney
CITY OF SANTA ANA
DAVID N. REAM
City Manager
MIKE LINARES, INC.
MIKE LINARES
Owner
Tax ID #
25B-10
EXHIBIT A
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza (M-30), Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective ,this endorsement form as a part of
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
25B-11
25B-12