Contract - ECivis - 2012-08-23AGREEMENT FOR CONSULTANT SERVICES
This Agreement ( "AGREEMENT ") is made and effective as of August 23, 2012,
between the. Costa Mesa Sanitary District, a sanitary district (":DISTRICT"), and eCivis,
Incorporated, a Delaware Corporation (CONSULTANT "). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
Recitals
WHEREAS, CONSULTANT is a Delaware Corporation and is the nation's
leading online grants management software system; and
WHEREAS, the .DISTRICT desires to utilize the services of CONSULTANT and
agrees. to subscribe to the Grants Research and Review Pack which includes one (1)
peer review and three (3) user licenses offered by CONSULTANT.
NOW, THEREFORE, the parties hereto agree as follows;
1. TERM
The-term of this AGREEMENT shall be for a period of one year from September
1, 2012 to: August 31, 2013 with two.: one -year extensions at the DISTRICT'S option.
Option year 1, if exercised, shall be effective. from September 1, 2013 to August 31.,
2014. Option :yearn, if exercised, shall be effective from September 1, 2014 to August
31, 2015.
2. SERVICES
CONSULTANT:shall perform the tasks described and set forth in Exhibit A, dated
August 28, 2012, attached hereto and incorporated herein. as though set forth in. full.
CONSULTANT shall complete the tasks according to the schedule of performance
which is also set forth in Exhibit A.
3. PERFORMANCE
CONSULTANT shall, at all times, faithfully, competently, and to the best 'of
his/her/its ability, experience, and talent perform. all tasks described herein.
CONSULTANT shall employ, at a minimum, generally accepted 'standards and
practices utilized by persons engaged. in providing similar services as are required of
CONSULTANT hereunder in meeting its obligations under.this,AGREEMENT.
PSA 12,07
4. DISTRICT MANAGEMENT
The General Manager 'shall represent DISTRICT in ali matters pertaining to :the
administration of this AGREEMENT, including review and approval of all products
submitted by: CONSULTANT. Notwithstanding the foregoing,. the General Manager's
authority to enlarge the tasks to be performed or change CONSULTANT's
compensation is subject to Section 5 hereof.
(a) DISTRICT agrees to pay CONSULTANT in accordance with Exhibit A,
I ttached hereto and incorporated herein: by reference OR upon completion of the task.
This ` amount shall not exceed Four Thousand, Seven. Hundred Ninety Dollars
($4,790.00) for the total. term of this AGREEMENT unless additional payment is
approved as provided in this: AGREEMENT Said sum. includes travel and other costs.
(b) CONSULTANT shall not be compensated for any services rendered in
connection. with its performance of this; AGREEMENT that are in addition to -those. set
forth herein, unless such additional services:are requested in a written change order
and are approved in advance and in writing by DISTRICT. The written change order
requirement cannot be waived. The General Manager.may approve change orders for
additional work not to exceed the cumulative value of ten percent (10 % 1 _of the total
contract sum. Any additional work in excess. of this cumulative amount shall be
approved 'bythe Board of'Directors.
(c) CONSULTANT will submit invoices upon task completion unless
otherwise. agreed. Payment shall be: made within thirty. (30) 'days of receipt of each
invoice as to all non - disputed fees. If DISTRICT disputes any of CONSULTANT's fees,
DISTRICT shall give written notice to CONSULTANT within thirty (30) days of receipt of
an invoice of any. disputed fees contained in the. invoice.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The DISTRICT may, at any time, for any reason, with or without cause,
suspend or terminate this AGREEMENT, or any portion hereof, by serving upon the
CONSULTANT written notice. Upon receipt of said notice, the CONSULTANT shall
.immediately cease all work under this AGREEMENT, unless the: notice provides
otherwise. If the DISTRICT suspends or terminates a portion of this AGREEMENT,
such suspension or termination shall not make void or invalidate the remainder of this
AGREEMENT.
(b) In the event this AGREEMENT is terminated pursuant to this Section, the
DISTRICT shall pay to 'CONSULTANTthe actual value of the work performed up to the
time of termination, provided that the work. performed is of value to the DISTRICT.
PSA 12 07
CONSULTANT shall immediately turn over all work - product to DISTRICT in a readily
usable form. Upon termination of the. AGREEMENT pursuant to this Section, the
CONSULTANT will submit an invoice to the DISTRICT pursuant to Section 5.
7. DEFAULT OF CONSULTANT
(a) The CONSULTANT's failure to comply with the provisions of this
AGREEMENT snail constitute 'a default. In the event that CONSULTANT is in default
for cause under the terms of this AGREEMENT, 'DISTRICT shall have. no obligation or
duty to continue compensating CONSULTANT for any work performed after the date of
default and can terminate this AGREEMENT `immed,iately by written notice to the
CONSULTANT. If such failure by the CONSULTANT to make progress in the
performance of work hereunder arises. out of causes beyond. the CONS,ULTANT's
control, and without :fault of negligence of the CONSULTANT, it shall not be .considered
a default.
(b) As an alternative to the procedure for immediate termination for default set
.forth in'subparagraph (a), if. the District Manager or his /her delegate determines. that the
.CONSULTANT is, in default in the. performance of any of the terms. or conditions of this
AGREEMENT, he /she may` in his /her discretion cause to be served upon the
CONSULTANT a written notice of `the default and demand to ,cure; The CONSULTANT
shall have ten (1.0) days after service upon it of, said notice to. cure the default by
rendering a satisfactory perf ormance. In the event that the CONSULTANT fails to cure
its default within such period of time, the DISTRICT shall have, the right, notwithstanding
any other provision of this: AGREEMENT, to terminate this AGREEMENT Without further
notice and without. prejudice to any other remedy to which it may be entitled at law, in
equity or under. this.:AGREEMENT.
8. OWNERSHIP OF DOCUMENTS
,(a) CONSULTANT shall maintain complete and.accurate records with respect
to the professional services required by this AGREEMENT and will produce the work
product specified in Exhibit A and other such information required by DISTRICT that
relate to the performance.of services under this AGREEMENT. CONSULTANT shall
maintain adequate records 'of. services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with
generally accepted accounting principles and shall be Clearly identified and" readily
accessible. CONSULTANT shall provide free access to the representatives of
DISTRICT or its designees at reasonable times to such books and records;' shall give
DISTRICT the right to examine and audit said books and records; shall permit
.DISTRICT to make transcripts therefrom as necessary; and shall allow inspection of all
Work, data, documents, proceedings, and activities related to this AGREEMENT.. Such
records, together with supporting documents, shall be: maintained for a period of three
(3) years after receipt of final payment.
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PSA 12 67
(b) Upon completion, termination, or suspension of this AGREEMENT, all
work product reduced to any medium. and other documents prepared in the course of
providing the services. to be performed pursuant to this. AGREEMENT shall become'the,
sole property of, the DISTRICT and may be used,. reused, or otherwise disposed of by
the DISTRICT without the permission of the CONSULTANT. With respect to computer
files, CONSULTANT shall make available to the DISTRICT, at the CONSULTANT's
office and .upon reasonable written request by the DISTRICT, the necessary computer
software and hardware for purposes of accessing, compiling„ transferring, and printing
computer files. Said software and hardware shall be made available. to DISTRICT at
CONSULTANT's cost.
9. INDEMNIFICATION.
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for CONSULTANT's services; to the fullest extent
perririitted by law, CONSULTANT shall:indemnify, protect, defend, and hold harmless
DISTRICT and any and all of its officials, employees, and agents from and against: any
and all losses, liabilities; :damages, costs; and expenses, 'including attorney's fees and
costs to the extent the same arise out of, pertain' to, or relate to the negligence,
recklessness,. or willful.misconduct of CONSULTANT, its officers, agents, employees,. or
subconsultants (or any entity or individual that CONSULTANT shall bear, the legal
liability thereof) in the performance of professional services under this AGREEMENT..
(b) Indemnification for Other than Professional Liability. Other than in. the
performance of professional services and. to. the fullest extent permitted by law,
CONSULTANT shall indemnify, defend, and hold harmless DISTRICT and any and all
of its employees, officials, and agents from and against any liability (including liability.for
claims., suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses, or costs of any kind, whether actual, alleged, or
threatened, including attorney's fees and costs, court costs, interest, defense costs, and
expert Witness fees), where the same arise out .of, pertain to, relate to, are a
consequence of, or are in anyway attributable to, in whole: or in .part,. the performance. of
this .AGREEMENT by CONSULTANT or by any individual or entity for which.
CONSULTANT is legally liable, including, but not limited .to, officers, agent, employees,.
or subconsultants of.CONSULTANT.
1.0. INSURANCE
CONSULTANT shall maintain prior to the beginning of and' for the duration of this
AGREEMENT insurance coverage as specified in Exhibit B attached to and made part
of this AGREEMENT.
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11. INDEPENDENT CONSULTANT
(a) CONSULTANT is and shall at. all times remain as to the DISTRICT a
wholly independent consultant. The personnel performing the services under this
AGREEMENT on behalf of CONSULTANT shall :at all times be under CONSULTANT's
exclusive direction and control.. Neither DISTRICT nor;any of its officers, employees,'or
agents shall have control over the conduct of CONSULTANT or any of CON:SULTANT's
officers, employees, or. agents, except as Set forth In this, AGREEMENT.
CONSULTANT shall not at any time or in any manner represent that it or any of its
officers, employees, or agents are in :any manner officers, employees, 'or ,agents of the
DISTRICT. CONSULTANT shall not incur or have the power to incur any debt,
obligation, or liability whatsoever against DISTRICT or bind DISTRICT in any manner.
(b) No employee benefits shall be available to CONSULTANT in connection
with the performance of this AGREEMENT. Except for the fees, paid to CONSULTANT
as provided in the AGREEMENT, DISTRICT ;shall not pay,salaries, wages, or other
compensation to CONSULTANT for performing :services hereunder for .DISTRICT.
DISTRICT shall not be liable for compensation or indemnification to CONSULTANT for
injury or sickness arising out of performing services hereunder.
12. LEGAL RESPONSIBILITIES
The CONSULTANT shall keep itself informed of State and Federal laws and
regulations which in any manner 'affect those employed by it or in any way affect the
performance of its. service pursuant to this AGREEMENT: The CONSULTANT shall at
all times observe and comply with all such laws -and regulations. The DISTRICT and its
officers and employees ;shall not be liable at law.or in equity occasioned by failure of the.
CONSULTANT to. comply with this Section.
13. UNDUE INFLUENCE
.CONSULTANT declares and warrants that no undue influence or pressure has
:been used against or in concert with any officer or employee of the. DISTRICT in
connection with the award, terms, or implementation of this AGREEMENT, including
any method of toerciori, confidential financial arrangement, or financial inducement. No
officer or employee of the DISTRICT will receive compensation, directly or indirectly,
from CONSULTANT or from any officer, employee, or agent of CONSULTANT in
connection with the award of this AGREEMENT`or any work to be conducted as a result
of this AGREEMENT. .Violation of this Section shall. be a. material breach of this
AGREEMENT entitling the DISTRICT to any and all remedies at law or in equity..
PSA.12 07
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of DISTRICT, or their designees or agents, :and
no public official who exercises authority over or has responsibilities with respect to the
project- during his /her tenure. or for one year thereafter shall have any interest, direct or
indirect, in any agreement or sub= agreement, or the proceeds thereof, for Work to be
.performed in connection with the project performed under this AGREEMENT.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained by CONSULTANT in the performance of this
AGREEMENT shall be considered confidential and shall not be released by
CONSULTANT without DISTRICT's prior written authorization. CONSULTANT and its
officers, employees, agents, or subconsultants shall not, without written ;authorization
from the General Manager or unless. requested by the District. Counsel, voluntarily
:provide declarations,- letters of support, testimony, at. depositions, response. to
interrogatories, or other information concerning the. work performed under this
AGREEMENT or relating to any :project or property located within the_ DISTRICT.
Response: to a. subpoena or court order shall not be considered "voluntary provided
CONSULTANT gives DISTRICT notice of such court order or subpoena.
(b) CONSULTANT shall promptly notify, DISTRICT should CONSULTANT or its
officers, employees, agents, or subconsultants be served:with any summons, complaint,
subpoena, 'notice of deposition,. request for documents, interrogatories, requests for
admissions, or other discovery 'request', court order, or subpoena from any person or
.party regarding this AGREEMENT or the work performed thereunder or with respect to
any .project or property located within the DISTRICT. DISTRICT retains the right, but
has no obligation, to represent CONSULTANT and /or be present at any deposition,
hearing, or similar proceeding. CONSULTANT agrees `to cooperate fully with DISTRICT
and to provide the:opportunity to review any .response to discovery requests provided by
CONSULTANT. :However, DISTRICT's oright to review any such response does not
imply or mean that DISTRICT has a right to control, direct, or rewrite said response.
(c) CONSULTANT covenants that neither k6 /sheht nor any "officer or principal
of their 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.
CONSULTANT further, covenants that in the performance of this AGREEMENT, no
person having such interest shall be employed by it/them as an. officer, employee;
:agent, or subconsultant. CONSULTANT further covenants that CONSULTANT has not
contracted with nor is performing any -services, directly or indirectly, -with any
developer(s) and /or property owner(s) and /or firms) and /or partnership(s) owning
property in the DISTRICT or the study area and further covenants and .agrees. that
CONSULTANT and /or its subconsultants shall provide no. service or enter into any
agreement or agreements with a /any developers) and /or property owner(s) and /or
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PSA 12107
firm(s) and/or partnership(s) owning property in.the DISTRICT or the study area prior to
the completion of the work under this AGREEMENT.
16. NOTICES
Any notices which. either party may desire to give to the other party under this
AGREEMENT must be in writing and may be given by: (i) personal service; (ii) delivery
by a reputable document delivery service, such as, but not limited to, Federal Express,
which provides a receipt showing date and time of delivery, or (iii) mailing 'in the United
States. Mail„ certified mail, postage prepaid, return receipt requested, addressed to the
:address of the party as set forth below or at.any other address as that party may later
designate by notice:
To DISTRICT: Costa MesaSanitary- District
628 West 19th Street
Costa Mesa, California 92627
Attn: District Clerk
To CONSULTANT: eCivis, Incorporated
418 N. Fair Oaks Ave. #301
Pasadena, CA 91103
Attn: Jennifer Fernandez
17. ASSIGNMENT
The CONSULTANT shall not assign the performance of this AGREEMENT, nor
any part thereof, nor any .monies due hereunder; without prior :written consent of the
DISTRICT.
18. LICENSES
At all times during the: term. of this AGREEMENT, CONSULTANT shall .have in.
full force and effect all licenses required of it by law for the performance of the services
described in this AGREEMENT.
19. GOVERNING LAW
DISTRICT and CONSULTANT understand and agree that the laws of the State
of California shall govern the rights, obligations,. duties, and liabilities of the parties to
this AGREEMENT and also. govern the interpretation of this AGREEMENT. Any
litigation concerning this AGREEMENT shall take place in the superior or federal district .
court with jurisdiction over he DISTRICT.
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20. ENTIRE AGREEMENT
This AGREEMENT contains the entire understanding between the parties
relating to the obligations of :the parties described in this AGREEMENT. All prior or
contemporaneous. agreements,; understandings, :representations, and statements, oral
or written, are merged into this AGREEMENT and shall be of no further force or effect.
Each party is entering :into this AGREEMENT based solely upon the representations set;
forth: herein :and` upon each party's own independent investigation of any and all facts .
such party deems material.
29. C0 TENTS.OF REQUEST FOR PROPOSAL AND PROPOSAL
CONSULTANT is bound by the contents of Exhibit A, hereto and incorporated
herein by this reference. In the event of conflict,. the requirements of DISTRICT'S
Request for Proposals and this AGREEMENT shall take precedence over those
contained in the CO'NSULTANT's proposals.
22. MODIFICATION
No modification to this AGREEMENT shall be: effective unless it is in writing and
signed by authorized. representatives of the parties hereto. This written modification
requirement cannot be waived.
23. AUTHORITY'TO EXECUTE THIS AGREEMENT
The person or persons executing this AGREEMENT on behalf of CONSULTANT'
warrant(s) and represent(s) that he /she "/they has /have the authority to execute this
AGREEMENT on behalf of the CONSULTANT and has /have the authority to bind
CONSULTANT to the performance of its obligations hereunder.
24. INTERPRETATION
In the event of :conflict or inconsistency between this AGREEMENT and any
other document,, including any proposal or Exhibit hereto, this AGREEMENT shall
control unless a, contrary intent is clearly stated.
25. BUSINESS LICENSE
CONSULTANT shall obtain a business license from the City of Costa Mesa
unless legally exempt.
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P. SA 12 07
IN. WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to
be executed.this day and year first above written.
COSTA MESA SANITARY DISTRICT
General Manager
ATTEST:
District Clerk
APPROVED TO FORM
Colin. Burns, Associate District. Counsel
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PSA 12 "07
eCIVIS, INCORPORATED.
CONSULTANT
Signature
Typed Name
Title
V P
EXHIBIT A
t.
( ?CMS
Augus(28, 2012
Exhibit A
Quote, Costa Mesa Sanitation District
Valid through: August 31, 2012
eCivis, Inc., a Delaware corporation
418 N. Fair Oaks:Ave,. #301
Pasadena, CA 91103
Fax: (626) 62673232
Sales Contact:
Jennifer Fernandez
Grants Research and
Review Pack
Costa Mesa Sanitation District, CA
628 West I P. Street
Costa Mesa, CA 92627
Javier Ochiqul, Management Analyst
Phone: (949).645 -8400
3 people to Grants 1 $7,750.00 $7,750.00
as-well as Grants
rbduct Sub -Total I $7.750.00
TOTALPR
Subscription Period:
Cycle 1: 9101 /2012;through 8/31/2013 fora price of $ 4,790.
Cycle 2: 910112013.through 8/31/2014 for a price of $ 41790
Cycle 3: 9/01/2014 through 813;112015' for a price of '$ 4,790
Optional Opt -Out after completion of each cycle period.
It is agreed that CONSULTANT shall allow. DISTRICT unlimited access to
CONSULTANT's website. Said website contains a listing of grants for which
DISTRICT may apply. It is also understood that, as part of this AGREEMENT,
CONSULTANT agrees to: perform one .peer review for each grant app l'ic:ation
prepared by DISTRICT. CONSULTANT shall conduct said.peer reviews in good,
faith and with due, regard to CONSULTANT's performance' obligations set.fo.rth.
in.paragraph 3 of the AGREEMENT.
Toll Free: °(877)'232-4847
418 N. Fair Oaks Ave - ,Suite 301; Pasadena, CA 91103
www:eciyisxom