2009/02/20 Blais and Associates, Inc. Grant writing services 7N
SERVICE AGREEMENT
THIS AGREEMENT is entered into this 20 day of February, 2009, by and between
BLAIS & ASSOCIATES, INC., a California corporation (hereinafter referred to as "B&A") with a
place of business located at 16 Via Boyero, Rancho Santa Margarita, CA 92688, and the City of
Menifee, a California city (hereinafter referred to as "CITY") with a place of business located at
29683 New Hub Drive, Suite C, Menifee, CA 92586.
Recitals
A. CITY is in need of grant writing services including the identification of funding
opportunities, on-going grant research, and development and submission of grant proposals;
and
B. B&A had the ability and experience to provide such services.
NOW IT IS HEREBY AGREED by and between the parties that B&A is retained by CITY
on the terms and conditions set out herein to provide these services as specifically described in
Exhibit A (Scope of Services) attached hereto and made a part hereof.
I. Term of Engagement. B&A will commence the work under this Agreement no later
than March 2, 2009, and will provide services under this Agreement for a period ending
one (1) year from the start date unless notice of termination is given in accordance with
paragraph II below.
II. Termination. Except as otherwise provided herein, this Agreement can be terminated
without cause by either B&A or the CITY (hereafter called "PARTY" singularly or
"PARTIES" together) upon the giving of written notice of such termination at least thirty
(30) days prior to the date of such termination. It is further understood and agreed that
this Agreement may be terminated by PARTIES without further notification for cause,
including but not limited to, violation of criminal laws or misconduct or negligence in the
judgment of PARTY. Offended PARTY shall have the right to seek .any and all
appropriate legal and equitable remedies in the event other PARTY commits any act of
negligence or other acts warranting termination.
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III. Fees & Expenses. For the proper performance of B&A's services under this
Agreement, CITY shall make payment to B&A for its services within thirty (30) days of
receipt of invoice by B&A and in accordance with schedule of fees and expenses shown
in Exhibit B:
IV. Relationship between Parties. The parties agree that B&A is an independent
contractor, and not an employee or agent of CITY, and that CITY has no obligation to
provide B&A with any fringe benefits, including accident, health, life or disability
insurance, paid vacation, sick leave, or any other benefits. B&A acknowledges that they
are not eligible to participate in the pension, 401(k) plan, or incentive compensation plan
of CITY or any of its affiliates. B&A hereby waives any right to participation in such
pension, 401(k) or any incentive compensation plan of CITY or any of its affiliates.
V. Insurance. B&A shall obtain and maintain during the term of this Agreement the
following types of insurance covering injury or liability arising out of the services provided
a) Automobile Insurance — Covering owned, non-owned and hired automobiles with
limits of at least One Million Dollars ($1,000,000) combined single limit per
occurrence;
b) Comprehensive or Commercial General Liability Insurance — With a per occurrence
and limit of at least One Million Dollars ($1,000,000);
c) Professional Liability (Errors and Omissions Coverage) — Not Required per California
Law for B&A Services and organization.
d) Workers' Compensation Insurance — as required by California law and regulations
should B&A hire employees beyond the principles during the term of this contract.
Prior to beginning work under this Agreement, B&A will provide CITY with Certificates of
Insurance as evidence that the aforementioned coverages are in place. The failure of
CITY to request or.receive a Certificate of Insurance shall not operate as a waiver of
B&A's obligations hereunder. CITY, its officers, agents and employees, will be named
as an additional insured with respect to the coverages listed in Section V (b).
VI. Taxes. CITY shall not make income tax or social security or other tax withholding from
B&A's invoice. B&A is responsible for all taxes, but, CITY will provide a 1099 as required
by the U.S. Internal Revenue Code or the equivalent outside the U.S. B&A is to provide
CITY with its Federal Tax Identification Number.
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VII. Indemnification. B&A shall defend, hold harmless and indemnify Menifee, its officers,
agents and employees,(collectively "CITY") from and against any and all claims,
demands, lawsuits or liabilities, including but not limited to costs and legal fees for
counsel acceptable to CITY, for personal injury (including but not limited to death) and
property damage (whether tangible or intangible) or otherwise which may be brought
against CITY incidental to, arising out of or in connection with services rendered or
material to be furnished hereunder (or the failure to render or provide them) as a result
of B&A's willful misconduct or negligence, except that arising from CITY's willful
misconduct or sole negligence.
Vill. Contact. B&A shall report to, receive service orders from, and be responsible for
performance to, the office of the City Manager.
IX. Conflicts of Interest. B&A covenants that no officer or principal of the firm have any
interest in, or shall acquire any interest, directly or indirectly which will conflict in any
manner or degree with the performance of their services hereunder. B&A further
covenants that in the performance of this Agreement, no person having such interest
shall be employed by them as an officer, employee, agent, or subcontractor without the
express written consent of the City Manager or his/her designee. B&A further covenants
that B&A has not contracted with nor is performing any services directly or indirectly with
any developer(s) and/or property owners(s) and/or other firm(s) and partnerships owning
property within CITY boundaries and further covenants and agrees that B&A and/or its
subcontractors shall provide no services to or enter into any agreement or agreements
with any developer(s) and/or property owner(s) and/or firm(s) and/or City Manager
and/or his/her designee.
X. Intellectual Property and Materials. Any new items of intellectual property discovered
or developed by B&A while performing services for CITY under this Agreement shall be
and remain the property of B&A. "Intellectual property" shall include copyrightable
works; inventions; and patents, trademarks and trade names, or applications therefor.
All materials, including but not limited to CITY brochures and technical literature, work
procedures and instructions, CITY Forms, and drawings shall be and remain the
property of CITY and shall be returned to CITY immediately upon termination of the
Agreement. All original documents, designs, drawings, notes, reports, documents,
electronic media (DVD, CD-ROM, floppy disks, etc.), or other materials developed or
discovered by B&A during the course of providing the services to be performed pursuant
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to this Agreement shall be and remain the property of the CITY and may be used,
reused, or otherwise disposed of by the CITY without the permission of B&A.
XI. Other Provisions.
(a) Entire Agreement. This Agreement is the entire agreement between the
PARTIES, and can be modified only by a written agreement signed by the
PARTIES.
(b) Conflict With Exhibit A or B. If the provisions of this Agreement conflict with
the provisions of Exhibit A or B hereto, the provisions of Exhibit A or B will
control.
(c) Governing Law. This Agreement is to be governed by, and is to be construed
in accordance with the laws of the State of California. Any controversy or claim
arising out of or relating to this AGREEMENT shall be governed by the laws of
the State of California and with the agreement of both parties may be submitted
to binding arbitration in Orange County, California in accordance with the rules of
the American Arbitration Association. Venue for any court action shall be in
Orange County.
(d) Notice. Any notice required to be given hereunder shall be deemed to have been
sufficiently given either when served personally or upon deposit in the U.S. mail,
postage prepaid, First-Class mail addressed to the parties at the addresses set
forth in this Agreement or such other address as has been designated by written
notice.
City of Menifee Blais &Associates
29683 New Hub Drive, Suite C 16 Via Boyero
Menifee, CA 92688 Rancho Santa Margarita, CA 92688
(e) Severability. If any provision of this Agreement is held to be invalid for any
reason, the remaining provisions shall continue to be valid and enforceable.
(f) No Waiver. The failure of either party to enforce any provisions of this
agreement will not be a waiver or limitation of that party's right to subsequently
enforce that provision or any other provision hereof.
(g) Captions. The captions in this Agreement are for descriptive purposes only,
and do not form part of the Agreement.
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(h) Binding Effect. This Agreement is binding on the parties hereto and their
respective heirs, personal representatives, successors and assigns.
(i) Attachments. All attachments to this Agreement are incorporated herein as if
fully set forth herein.
IN WITNESS WHEREOF, the parties have signed this Agreement in duplicate as of the
date first written above.
BLAIS &ASSOCIATES, INC.
ti
y: Neil C. Blais, President & CEO
CITY OF MENIFEE
By: r
eorge Wet,Wetyly Manager
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EXHIBIT A
SCOPE OF SERVICES
A. Description of Services: B&A shall perform tasks to provide technical and
administrative support for the Grant Program as directed by the City Manager and
his/her designee. These duties would include the ability to identify, assess and procure
grant funding for the CITY's projects and programs. Duties will also include creating
records that will track and document funding sources, types of projects, and amount of
funding as it relates to the Grant Program.
B. Grant Strategy: B&A's first Task Order is to develop a grant strategy for the City of
Menifee. The Scope of Work for this effort includes:
• Meeting with City staff (and City Council, if appropriate) to identify unmet needs and
truly understand what the City wants to accomplish with grant funds.
• Physically touring the City to understand its history, personality, and vision for the
future. This includes taking photographs of key areas/projects for which grant
funding is needed.
• Creating a checklist of planning documents the City should consider developing. For
example, a Bicycle Transportation Plan or All-Hazard Mitigation Plan, etc. These
plans are required to be eligible for certain grants.
• Identifying Foundations or not-for-profits located in or near the City of Menifee that
could serve as an agent for certain grant funds.
• Devel and deliver the grant strategy based on the information collected.
Signed:
CITfY OF MENIFEE
By: George Wentz, ity anager
Signed: 4� 1LA S &A OCIATES, IN� �
C.
By: Neil C. Blais
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EXHIBIT B
SCHEDULE OF FEES AND COSTS
CITY agrees to compensate B&A at the rate of ninety-five dollars ($95.00) per hour. In addition,
CITY agrees to payment of the following "Direct Costs": Initial contract shall not exceed $9,500
unless otherwise modified for additional services out side the Scope of Work in Exhibit A.
(i) All out-of-pocket expenses such as copies and reprographics, telephone, facsimiles,
courier service, express mail, and postage are billed at cost.
(ii) Mileage will be billed at the current allowable Federal rate.
B&A will invoice CITY for the grant research, active or completed grant proposals, and direct
costs on a monthly basis. CITY agrees to pay the invoice no later than thirty (30) days after the
invoice date. Any objection to the invoice, or any part thereof, must be delivered to B&A in
writing prior to the expiration of the thirty (30) day period. Table B-1 shows B&A's current
schedule of fees and costs.
Table B-1: Schedule of Fees and Costs
Description Fee
Staffing/Labor (billed in 15-minute $95/hour
increments)
Mileage (billed at current IRS rate) $0.55/mile
Travel (tolls, airfare, hotel, cab) Cost
Copies/Reprographics Cost
Telephone (long distance only) Cost
Facsimiles N/A
Courier Service or Express Mail Cost
Postage Cost
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4a�,,d
0
Wallace W.Edgerton
Mayor
Fred Twyman
Mayor Pro Tem
December 17, 2009
John V.Denver
Councilmember
Darcy Kuenzi
Councilmember Neil C. Blais, President and CEO
Blais and Associates, Inc.
Scott A.Mann 1
Councilmember 6 Via Boyero
Rancho Santa Margarita, CA 92688
Re: Agreement with City of Menifee:
Dear Mr. Blais:
The City of Menifee is sending this letter to notify you of our intent to terminate the
agreement we have with Blais and Associates, Inc. This termination is certainly not
a result of any dissatisfaction with your service or staff; on the contrary, we have
been extremely pleased with the service provided to our City.
The City does intend to go out for Request for Proposal or Request for
Qualifications in the near future for this service and we would encourage you to
submit a proposal when this request is received.
The agreement we have with you calls for a 30 day notice of termination, and for
that reason, we would consider this agreement terminated on January 39, 2010.
I understand you may be in process of preparing specific grant applications and I
would like to discuss how we could handle project specific work on a case by case
basis, such as Proposition 84.
Please contact me so we can discuss these options. I look forward to hearing from
you and again, thank you for the work your firm has provided for the City to date
and we will work with you on a method of finalizing the work on the Proposition 84
grant proposal.
Si cerely,
Gelorge A. We rt
City Manager
.9714 Haun Road
Menifee,CA 92586
Phone 951.672.6777
Fax 951.679.3843
nrww.cityofinenifee.us