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HomeMy WebLinkAboutSTRATEGIC SOLUTIONS 2 - 2011N-2011-140 WC required if consultant . has employees DEC 2 2011 O ?M S! ?` ??.} ? ?? CONSULTANT AGREEMENT R?c,?c. La?ngobcar-?- THIS AGREEMENT, made and entered into this 10th day of October, 201 1 by and between StrategicSolutions, aCalifornia partnership (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 grant consulting services. 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 consulting services in planning, implementing and funding viable alternative energy, conservation and recycling projects, as set forth in Consultant's Proposal, attached as Exhibit A to this Agreement, and incorporated by reference. 2. DELIVERY OF WORK PRODUCT -OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, aroyalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a per diem rate of $500.00. The total sum to be expended under this Agreement shall not exceed $25,000.00 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2012, unless terminated earlier in accordance with Section 13, below. The term may be extended upon a writing executed by the Executive Director of Finance and Management Services and the City Attorney. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create anemployer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. 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. Due to the nature of services provided, Commercial General Liability Insurance is not required. 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. c. 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. 7. 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 death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct 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 the negligence, recklessness or willful misconduct of Consultant 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 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. 8. 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 anI 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. 9. 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. 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 facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1 98 8 facsimile (714) 647-6956 With courtesy copies to: Finance and Management Services -Fleet City of Santa Ana 215 S. Center Street (M-83) Santa Ana, California 92702 facsimile (714) 647-3539 and City Attorney City of Santa Ana 20 Civic Center Plaza (1\4-29) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: StrategicSolutions 2825 South Palm Canyon Drive Palm Springs, California 92264 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 facsimile, 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, the terms and conditions hereof, shall not bind or obligate Consultant nor 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. 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. However, any use of unfinished work product shall be at City's sole risk. 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 government 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. 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 governiziental agencies. Consultant shall notify the City immediately and in writing of her 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. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. 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: c???./_? MARIA D. HUIZAR _- Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS Interim City Manager APPROVED AS TO FORM: JOSEPH STRAK.A Interim City Attorney By: La a Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: STRATEGICSOLUT IONS ?- (?Q? r`c? ?. tea- ? ? "?iL_ FRANCISCO GUITERREZ Executive Director - FMSA CHARLOTTE ITNEY President EXHIBIT A Proposal for COMPREHENSIVE GRANT CONSULTING SERVICES to the City of Santa Ana, California from Sts-ategicSolutions OVERV/EW Charlotte D. Whitney, d.b.a. StrategicSolutions, will provide comprehensive grant consulting services to the City of Santa Ana. Drawing on its extensive experience in all phases of the grant process, StrategicSolutions will focus on funding opportunities in support the following City of Santa projects and priorities: 1 . City of Santa Ana Green Facilities, Fleet and Central Stores Strategic Plan 2. Green Technologies and Techniques 3. Energy Efficiency and Conservation 4. Recycling and Reuse 5. Other Areas, as identified or assigned StrategicSolutions will work interdepartmentally and with public and private individuals and agencies to achieve program objectives and maximize access to grant funding. SERVICES StrategicSolutions will provide the following comprehensive grant consulting services: 1 . Prepare strategies and action plans 2. Facilitate project scoping 3. Identify applicable grants 4. Write program descriptions 5. Complete grant applications 6. Draft policies, plans and agenda reports to support grant applications 7. Negotiate contract modifications 8. Assist in project completion to meet grant implementation timelines 9. Provide technical assistance to staff and other consultants 10. Develop and implement public relations and outreach to support applications and projects 1 1. Prepare requests for reimbursement 12. Prepare progress and final reports SERV/CES, Continued Strategic Solutions will draw on the list of grants identified in the City of Santa Ana Green Facilities, Fleet and Central Stores Strategic Plan. Additional grants will be identified as needed and appropriate. Following is a list of representative tasks generally preformed to complete a grant application. TASKS Pre-A lication Pre aration 1. Research rant databases and a enc s ecific databases on-line for fundin o ortunities 2. Review rant announcements and guidelines forapplicability 3. Attend trainin and bidder's conferences 4. Develo a database of rants that match fundin needs 5. Update calendar of submission datelines 6. Maintain a comprehensive grants inventory for each project area A lication Development and Preparation 7. Download guidelines, applications and forms 8. Develop application strategies that maximizes funding and prospects for approval 9. Schedule and conducting strategy meetings with staff 10. Research and assembling information to be included in applications 11. Obtainspecifications, vendor quotes, brochures and other supporting materials 12. Secure relationships, resolutions, cover letters and letters of support 13. Prepare draft applications for review and comment 14. Prepare final applications for submittal 15. Overnight mail and/or hand deliver applications to funding agencies and others 16. Telephone and/or e-mail funding agencies and other staffre ardin applications Post-Application Implementation and Oversight 17. Prepare, update, and/or assemble additional documents as required b funding agencies 18. Prepare calendar of report due dates 19. Download report requirements and forms 20. Obtain and assemble information for preparation of reports 21. Prepare draft reports for review and comment 22. Prepare final reports for submittal 23. Prepare materials for status meetings with city staff, agency staff and/or other consultants 24. Conduct status meetings 25. Coordinate with staff on invoicing and requests for reimbursement 26. Coordinate with outside agency staff and consultants on funding status and grant implementation 27. Maintain computer and hard co files 28. Other, as assigned A VAILABIL TIY Charlotte D. Whitney will dedicate a total of fifty days during Fiscal Year 2011/12 to comprehensive grant consulting for the City of Santa Ana. Sixteen days will be set aside for "Pre-Application" services. These services are required to complete grant applications and include such services as development of specific action plans, policy development, and written program descriptions. Twenty-six days will be set aside for the preparation of grant applications. The final schedule for grant applications will be determined by number of grants prepared and their complexity. Typically twenty six days should allow for the preparation of three grant applications. Eight days will be reserved for "Post-Application" services. This will include such services as pursuit of approvals, grant management, and report writing. Pre A lication A lications Post A lication Total City of Santa Ana 16 days 26 days 8 days 50 days Charlotte D. Whitney will dedicate the required time and materials to complete quality work submitted on deadline. Charlotte D. Whitney will be available for consultation five days per week, excluding weekends and holidays, by telephone, e-mail, and FAX. Charlotte D. Whitney will be available for meetings at the offices of the City of Santa Ana as needed. COMPENSATION The City of Santa Ana will be billed monthly on a per diem basis of $500 as work is completed. A detailed activity report and copies of completed projects will be submitted with each invoice. Ordinary support services, including mileage and telephone, are included within the monthly charge. Total amount of compensation will not exceed $25,000. MEMORANDUM To: Francisco Gutierrez Date Finance Executive Director Rick Longobart From: Facilities-Fleet -Central Stores Manager November 9, 2011 Subject: Strategic Solutions Contract for Charlotte Whitney Attached is the Strategic Solutions contract with Charlotte Whitney which Jill Arthur approved at our meeting on November 1, 2011. As you may recall, Charlotte Whitney of Strategic Solutions successfully wrote two grants on behalf of the City that were approved by ACZMD for $525,000. Ms. Whitney also prepared the FMCS 5-Year Alternative Energy Plan which was adopted by EMT. Therefore, this correspondence is recommending approval to enter into a second year con?[act?ith Strateg??lutions at the same cost of $25,000. Rick Lon,?obart Facil tiesy?leet-Central Stores Manager