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HomeMy WebLinkAboutVeronica Tam and Associates Inc; 2014-09-12;AGREEMENT FOR CONSULTANT SERVICES VERONICA TAM AND ASSOCIATES, INC THIS AGREEMENT is made and entered into as of the /QC^ day of S^pt^tfS^CjT' 20IH-. by and between the CITY OF CARLSBAD, a municipal corporatidn, ("City"), and VERONICA TAM AND ASSOCIATES, INC., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a Consultant that is experienced in the preparation of Consolidated Plans for Community Development Block Grant Programs. B. Contractor has the necessary experience in providing professional services and advice related to development of Consolidated Plans. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year year periods or parts thereof in an amount not to exceed Twenty-One Thousand Six Hundred Sixty Dollars ($21,660) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be Twenty-One Thousand Six Hundred Sixty Dollars ($21,660). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement: The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 1/30/13 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurarice carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR City Attorney Approved Version 1/30/13 with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked. Professional Liability Citys Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to City Attorney Approved Version 1/30/13 maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Cartsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Name COHmGA^^nGLi/^Z. Title WOj^A^em^jn-h IfnO^li^^ir Title PKTMC^^ Department Hairfha ^ HfiMa^kiiocl^c^.Mdress 10"=] S-RtA Qajksr City of Carisbad Address lUbO COrljIsad i/l/kUieCP^- Phone No. UzQ ^pq - p C^/Sls^. C4 y«2CO& Email V^CTHA . -fZU^<e^ v U ^{OJ^ <^-C (M-~ Phone No 7/^0 Y5V Zb/2 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 1/30/13 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not othenwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee City Attorney Approved Version 1/30/13 payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 1/30/13 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) (print name/title)p^^^.J^^ as authorized by the City Manager Debbie Fountain ATTEST: By (sign here) Xj-ejfipviXce- ~/^DH>^ BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney f'/o/^ Assistant City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES The Consultant shall provide services for the preparation of the Five Year Con Plan and One Year Action Plan for the City of Carlsbad to be submitted to HUD by May 15, 2015 for the not to exceed price of $21,660. The completed Con Plan will cover the period July 1, 2015 through June 30, 2020. The completed Con Plan will follow regulations set forth by Title 24 CFR Part 91, et seq., and in accordance with instructions and guidance published by HUD (listed below). The scope of work for the Consolidated Plan will include the following major elements. • Assistance in meeting public participation requirements for the Con Plan process. • Preparation of all components of the 2015-2020 Con Plan. • Preparation of the One Year Action Plan to implement the strategic plan for FY 2015-16. • Input of data for Con Plan and One Year Action Plan into HUD's IDIS. The Consultant will be responsible for assisting City staff with meeting public participation requirements, the data compilation and analysis for the needs assessment, development of the complete Con Plan, and portions of the One Year Action Plan, as more specifically outlined in Section V below. All work must be completed in compliance with Consolidated Plan requirements, applicable City of Cartsbad Codes and Ordinances, and in a satisfactory and proper manner as determined by the City. Such services shall be performed, except as otherwise stated herein, by persons solely under the domain and control ofthe Consultant. The Consultant shall comply with such other terms and conditions, including record keeping and reports for project monitoring and evaluation purposes, as may be established by the City or by HUD for the purposes of carrying out the project in an effective and efficient manner. The specific requirements for the Consolidated Plan can be found in the Code of Federal Regulations, Title 24, Part 91 (24 CFR Part 91). In addition, HUD has released an on-line template for submission of the Consolidated Plan, Annual Action Plans, and Consolidated Annual Performance Evaluation Reports (CAPER) referred to as eCon Planning Suite, including the Consolidated Plan template in IDIS Online and the CPD Maps website. The Consultant will utilize the eCon Planning Suite format as the basis for constructing the City's Con Plan. The template will include certain data already supplied by HUD on the City's housing and community development needs, including detailed and timely demographic, housing affordability and economic data, and in the format required by HUD. Additional data may be required that is not available from the template at the current time. CPD maps may be used but are not required. While the Consultant will be responsible for entry of the final Con Plan components produced by Consultant, City staff may assist the Consultant in this process so that they might become familiar with the requirements, guidance and tools available for prepanng future submissions on-line using eCon Planning Suite. Anticipated Schedule: A final 2015-2020 Consolidated Plan and One Year Action Plan will be due to the City on or about April 1, 2015, for City Council adoption. City must submit its Con Plan to HUD by May 14, 2015. City Attorney Approved Version 1/30/13 Because there are numerous components of the Con Plan to schedule, including public meetings and City Council heanngs, it is the intention of the City to select the Consultant and commence the project as soon as possible according to the following estimated timeframe or provide alternative timeline in proposal if needed. June-August: Issue RFP, select consultant, execute agreement, kick-off meeting August - Dec. 2014: Data research, needs assessment, hold public meetings, identify priorities Nov. - Dec. 2014: City to conduct RFP for FY 2015-16 One Year Action Plan projects and programs January 2014: Preliminary draft Con Plan sections and summary findings due to Housing and Neighborhood Services Department staff for review and comment March 1, 2015: First draft of Con Plan/Action Plan due from Consultant March 2015: Public Hearing to seek public input and tentatively adopt Con Plan/One Year Action Plan allocations March - April 2015: 30-day public comment period for Con Plan and One Year Action Plan April 1, 2015: Final Draft of Con Plan/Action Plan due from Consultant April - May 2015: Public Hearing to adopt Con Plan and One Year Action Plan May 14, 2015: City to submit electronic Con Plan to HUD City's Responsibilities: The City of Cartsbad will expect the Consultant to have the capacity to exercise independent judgment and to perform those actions necessary to achieve the project objectives. While the Consultant will be working closely with Housing and Neighborhood Services Department staff under the direction of the Housing and Neighborhood Services Director, it should be understood the City has limited staff and clerical resources to support the project and will rely on the personnel, experience and expertise of the Consultant to ensure all necessary components under their scope of services are completed in a timely manner. The City will be responsible for the following: a. Publishing all public notices for meetings. b. Providing copies of any City reports or data to Consultant as necessary to complete the Con Plan. c. Prompt review of internal plan sections submitted by Consultant d. Presentation ofthe Con Plan and One-Year Action Plan to City Council at public heanng(s). e. Conducting the annual RFP process for selection of specific CDBG and HOME activities that will compnse a portion of the One Year Action Plan i. Submitting the completed Con Plan and Action Plan to HUD through HUD's Integrated Disbursement & Information system after all required data is input into IDIS by the Consultant. City Attorney Approved Version 1/30/13 Consultant's Responsibilities: The Consultant should be ready to begin immediately and will coordinate with City staff to ensure timely development of the vanous necessary components of the plan. While, City staff will be responsible for providing presentations at all public heanngs. Consultant will be required to attend those hearings in the event questions anse regarding their work on the plan. The Consultant will provide monthly status reports to the Housing and Neighborhood Services Department staff regarding the progress and development of the Con Plan, or more often as agreed. Specific tasks shall include, at a minimum: Public Participation The Consultant will be responsible for assisting City staff with ensunng that all public participation requirements for development of the Con Plan are met. At a minimum, the Consultant will work with City staff to identify different options for how each public participation requirement can be met. Needs Assessment. The Consultant will be responsible for gathenng, organizing, assessing and analyzing facts and data collection including: • Review of available data, reports and documents • Prepare summaries of comments received, assess data gathered, conduct analysis, and develop Five Year pnority recommendations incorporating factual data and public input collected to support those recommendations. If new census data becomes available during the project timeframe, the Consultant will work with the Housing and Neighborhood Services Department staff to incorporate the new data into the Con Plan as time and resources allow. Preparation of Five Year Consolidated Plan and One Year Action Plan • Prepare all narratives, maps, tables, charts, and illustrations to include in Plan. • Following completion of the needs assessment, Consultant will begin providing internal copies of Con Plan sections and summary findings to Housing and Neighborhood Services Department staff (as early as possible but no later than November 1, 2014) for review and comment prior to distribution of the draft plan. Once comments are incorporated, the Housing and Neighborhood Services Department staff will authorize the Consultant to finalize the draft for incorporation in the Con Plan. • Prepare and submit draft Con Plan and Action Plan (including proposed Action Plan project allocations as determined by the City following the RFP process conducted) for presentation to City Council in February or March of 2015 (due by January 15, 2015). City Council will be City Attorney Approved Version 1/30/13 10 asked to tentatively adopt the Con Plan and recommended FY 2015-16 funding to specific activities comprising the One Year Action Plan. o The Plan must include proposed five (5) year funding goals, priorities and strategies, along with proposed accomplishments and performance measurements. The Con Plan will follow the IDIS format provided, narrative requirements, and HUD guidance, taking into consideration improved ways to present and display supplemental information (such as maps or graphs) as well as any federal regulation changes. o Provide internal copies of Con Plan sections to Housing and Neighborhood Services Department staff for review and comment prior to distrtbution of the draft plan. Once comments are incorporated, the Housing and Neighborhood Services Department staff will authonze the Consultant to finalize the draft for incorporation with the Agenda Report. • Submit an electronic PDF file of the draft Consolidated Plan and Annual Action Plan with all components and tentative allocations presented at the first public heanng suitable for public distribution and a 30-day review penod (due by April 1, 2015). • Prepare and submit final Con Plan and One Year Action Plan (including comments from public review penod) for presentation to City Council at a public hearing before May 14, 2015 to allow for submittal to HUD by May 15, 2015. Housing and Neighborhood Services Department staff will review and provide any final comments prior to finalization. (After public comments are incorporated, the Housing and Neighborhood Services Department staff will authonze the Consultant to finalize the draft for incorporation with the staff report to City Council.) Final Work Products: The Consultant is responsible for submitting all required copies of the final Consolidated Plan and Annual Action Plan to Housing and Neighborhood Services Department staff no laterthan April 1, 2015 as follows: • Submit four (4) bound copies and one (1) reproducible master un-bound copy, including all components of the documents such as maps and graphics. Bound copies should be provided in 3-nng binders. • Submit an electronic PDF file of the complete final Consolidated Plan and Annual Action Plan with all components suitable for public distribution. • Submit reproducible electronic copies of all maps, graphics, slide presentations, surveys, and photographs. All deliverables will become property of the City of Cartsbad. City Attorney Approved Version 1/30/13 11