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HomeMy WebLinkAboutContracts & Agreements_197A-2019PS 11(12419) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of grant management and administration professional services related to the Homeless Emergency Aid Program (HEAP) Grant ("Agreement") is made and entered in this 8th day of Octobei, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and The Chance Project ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows 11 ARTICLE 1 — ENGAGEMENT OF CONSULTANT City hereby engages Consultant to provide grant management and administration related to the Homeless Emergency Aid Program (HEAP) Grant services for City (the "Services") 1 2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing hke and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 2 2 Consultant shall comply with applicable federal, state and local laws and regulations rn the performance of this Agreement including, but not limited to, State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 3 2 City designates Janet Miller, Project Manager II, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 --- PERFORMANCE OF SERVICES 4 1 Consultant shall perform and complete the Services in a prompt and diligent mannei L 1caldjmlAgreements\"The Chance Project HEAP Grans PSA.doc.jn 1 PS 11(12419) 4 2 The term of the Agreement shall commence on the Effective Date of this Agreement and terminate on August 30, 2021, unless terminated earlier as provided for herein 4 3 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 Total compensation foi Consultant's performance of the Services shall not exceed the amount of ten thousand dollars ($10,000) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled ("Fee Schedule") attached hereto and incorporated herein by reference 5 2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a descnption of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or othei communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered 01 express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such othei address as a Party may provide notice m accordance with this section City City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 Consultant Ron Griffin, CEO The Chance Project 1255 W Colton Ave , Redlands, CA 92374 thechanceproject@msn coin 909-841-6001 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant foi the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies [. 2 lea Chance Project HEAP Grant PSA.doc.jn PS 1 1 (1 24 ] 9) shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and EmpIoyer's Liabihty insurance in the amount that meets statutory requirements with an insurance carriei acceptable to City, 01 certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with ConsuItant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance 01 self-insurance maintained by City D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons 01 damage to property occasioned by any negligent act 01 omission by, 01 the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement 01 any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement L lcaldint\Agreetnents\The Chance Project HEAP Grant PSA.docin PS 11(12419) 7 2 Consultant agrees it is not a designated employee within the meamng of the Political Reform Act because Consultant A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (n) issue, deny, suspend 01 revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify 01 renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study oi similar item, (vi) adopt, or grant City approval of, policies, standards 01 guidelines foi City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision 01 otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and othei relief, be entitled to the recovery of its reasonable attorneys' fees, including fees foi the use of m -house counsel by a Party 8 2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment oi attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, oi on behalf of City Consultant 4 L IcaldjmlAgrecrnents\The Chance Project HEAP Grant PSA.doe jn PS 1 1 (1 24 19) shall have no authonty, express 01 implied, to act on behalf of City in any capacity whatsoevei as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prioi written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit 01 unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination 8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a penod of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prioi negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void 01 unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remaindei of this Agreement and shall not affect, impair of invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargam under this Agreement 5 kaldpn\Agreements\The Chance Project 11 EAP Grant PSA.docin L PS 1 1 (1 24 19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF RE LANDS By Janice McConnell, Assistant City Manager Attest Donaldson, City Clerk L Icaldim\Agreements\The Chance Project HEAP Grant PSA.doc.jn 6 THE CHANCE PROJECT By PSI 1 (1 24 19) EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide contract services pertaining to the overall grant management and administration related to the Homeless Emergency Aid Program (HEAP) Grant, which may include, but are not limited to, the following 1 Provide HEAP Grant administration services (including oversight, guidance and technical assistance to City staff and HEAP funded subcontractors) while maintaining compliance with State law, Redlands Municipal Code and the provisions of the HEAP Grant Contract No 19-291 A-1 executed by the City of Redlands and the County of San Bernardino on May 21, 2019 2 Prepare foi City approval and submittal to the County required monthly HEAP Grant Performance and Expenditure Reports ensuring effective internal fiscal control and accountability of all HEAP Grant funds and property acquired with HEAP Grant funds 3 Prepare foi City approval and submittal to the County required quarterly Funding Requests 4 Prepare for City approval and submittal to the County Detailed Data Reports 5 Monitoi HEAP Grant subcontractor's performance related to expenditures, contract performance and compliance 6 Provide guidance and direction to City staff and HEAP Grant funded subcontractors regarding a Mandatory use of the County of San Bernardino's Homeless Management Information System (HMIS), and b Integration with the County's Coordinated Entry System (CES) L IcaldjmlAgreements\The Chance Project FIEAP Grant PSA.doc.jn PS 1 1 (I 24 19) EXHIBIT "B" FEE SCHEDULE A The rate schedule shall be $75 pei hour No minimum hours apply B The hourly rate includes all fees associated with the scope C Principals foi this project are as follows Art Gomez, Chief Administrative Officei Ron Griffin, Chief Engagement Officei $ L 1ca\djm\Agreements\The Chance Project HEAP Grant PSA.doein PS 1 1 (1.24 19) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation m one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to wnte compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer m a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) tl� I affirm that at all times, m performmg the work and activities required or permitted under s Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct The Chanc- ' i ect Date By Ron ffi , CEO L lcaldjmlAgreements\The Chance Project HEAP Grant PSA.doc jn 9 0 / DEVELOPMENT SERVICES DEPARTMENT City of REDLANDS Incorporated 1888 35 Cajon St Suite 20 P 0 Box 3005, Redlands, CA 92373 909-335-4755 www cityofredlands org TO Janice McConnell, Assistant City Manager THROUGH Brian Desatnik, Development Services Director FROM. Janet Miller, Project Manager I DATE October 10, 2019 SUBJECT HEAP Grant - Professional Services Agreement Brian Desatnik Development Services Director Attached please find two original (2) sets of the Professional Services Agreement with the Chance Project that require your signature and attesting by the City Clerk If you have any questions, please do not hesitate to let me know Janet