Loading...
02-1205_KEYSER MARSTON ASSICATES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT "P�� THIS AGREEMENT is made and entered into this 5th day of-Nevember-2002, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency"), and Keyser Marston Associates, Inc. (KMA) (hereinafter referred to as "Consultant'). RECITALS: WHEREAS, Agency desires to retain the services of Consultant to prepare and conduct the three year review of the Agency's five year implementation plan to meet the reporting requirements in accordance with Section 33490 of the California Redevelopment Law; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, Agency and Consultant mutually agree as follows: Section 1. Scope of Work. The Scope of Work to be performed by Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. All completed and accepted work product shall be provided in both hard copy and electronic version. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be performed through June 30, 2003. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed thirty six thousand five hundred ($36,500.00) dollars. PA0210007. KMA: PA:gbd 99900.000.002/10/8/02 3.2 Method of Payment. Consultant shall submit invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the Agency. The Agency will pay progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from Agency is required prior to Consultant undertaking any extra work. 3.3 Rate Schedule. The services shall be billed to the City at the hourly rate set forth below. Included within the compensation are all the consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including two meetings with Agency representatives as specified in the Scope of Work and incidental costs to perform the stipulated services. KMA will attend additional meetings in accordance with the hourly rate schedule. Hourly Rates: Managing Principals Principal Managers Senior Associates 3.4 $210.00 per hour $195.00 per hour $160.00 per hour $145.00 per hour Records of Expenses. Associate Senior Analyst Analyst Technical Staff Administrative $125.00 per hour $110.00 per hour $ 95.00 per hour $ 75.00 per hour $ 60.00 per hour Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to Agency. Section 4. Independent Consultant. It is agreed that Consultant shall act and be an independent Consultant and not an agent or employee of Agency, and shall obtain no rights to any benefits which accrue to Agency's employees. 04 PA0210007. KMA: PA: g bd 99900.000.002/10/8/02 Section 5. Limitations Upon Subcontractina and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Agency to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the Agency. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the Agency. If Consultant is permitted to subcontract any part of this Agreement by Agency, Consultant shall be responsible to Agency for the acts and omissions of its sub Consultant as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any sub Consultant and Agency. All persons engaged in the work will be considered employees of Consultant. Agency will deal directly with and will make all payments to Consultant. Section 6. Chances to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the Agency, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed;; and, (2) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Agency, it shall immediately inform Agency of this and shall not proceed with further work under this Agreement until written instructions are received from the Agency. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. PA0210007. K MA: PA: g bd 99900.000.002/10/8/02 Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, director indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Indemnity. Consultant agrees to protect, defend and hold harmless Agency, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with Consultant negligent performance of the work, operation or activities of Consultant, its agents, employees and sub Consultants in carrying out its obligations under this Agreement. Section 12. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California. 12.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/anyone occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 12.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles in the following minimum amounts: 4 PA0210007. KMA: PA: gbd $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 12.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 12.4 Proof of Insurance Requirements. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability and umbrella liability policies using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990) to the Agency's General Counsel for certification that the insurance requirements of this Agreement have been satisfied. 12.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to Agency, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 12.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. Section 13. Termination. Agency and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of PA0210007. K MA: PA: gbd 99900.000.002/10/8/02 contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 14. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To Agency: Agency of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attn: Douglas D. Dumhart To Consultant: Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, California 90071 Attention: Paul Anderson Section 15. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 16. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 17. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. PA0210007. KMA: PA:gbd 99900.000.002/10/8/02 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Agency , Executive Director Consultant APPROVED AS TO FORM: By: John R. ha gency Attorneyu Anderson, Principal ATTEST: Marg ret . Monahan, City Clerk PA0210007. KMA: PA:gbd 99900.000.002/10/8/02 EXHIBIT A Mid -Term Review/Update of the Five -Year Implementation Plan and Evaluation of Potential Redevelopment Activities for The San Juan Capistrano Community Redevelopment Agency SCOPE OF WORK ANALYSIS OF REDEVELOPMENT PROJECT STATUS AND PROJECT POTENTIAL Review of Goals, Objectives and Plan Limits, and Remaining Blight KMA will meet with Agency staff to review past activities and objectives and any identified or potential development projects. KMA will also review available documentation of specific activities undertaken by the Agency, private sector projects and their impacts on blighting conditions in the Project Area. KMA will conduct a windshield survey of the Project Area to identify remaining blight and identify any apparent opportunity sites. KMA will also discuss with Staff possible amendments, required blight findings for the amendments, and the Agency's ability to make the required blight findings. Budget................................................................................................ $6,000 2. Long -Term Tax Increment and Financial Projections KMA will prepare a tax increment projection and cash flow projection for the remaining life of the Redevelopment Plan. The cash flow projection will incorporate estimated costs for capital improvements and other projects and programs currently contemplated by the Agency, and possible bonding scenarios. Expenditures will be identified and estimated with assistance from Agency staff. The projections will also incorporate funding sources including tax increment revenue, bond proceeds, and other sources currently anticipated by the Agency. Constraints to tax increment will also be reviewed (properties that may be taken off of the tax roll) as well as the affordable housing set -a -side. Projected revenue streams, projects and programs will then be examined to assess the Agency's ability to alleviate the remaining blighting conditions within the projected cash PA0210007. K MA: PA: g bd 99900.000.002/10/8/02 flows and current Plan financial limits. Any recommended changes will be incorporated into KMA's report and recommendations. Budget.............................................................................................. $10,000 Housing Requirements and Goals KMA will review the Agency's housing programs to determine if the Agency is in compliance with the following requirements of the CRL. KMA will review the Agency's use of 20% set-aside funds including (a) the balance of the fund, and (b) the number of units that have been assisted. Also reviewed will be the relationship between assisted and proposed housing units and the need in the community, as articulated in the City's Housing Element in the General Plan. KMA will review whether the Agency is in compliance with any replacement housing obligations, and if not, Agency plans to meet this obligation. KMA will also review the status of the Agency's compliance with any inclusionary obligations, and the status of the Agency's compliance with any replacement housing obligations, if any, resulting from Agency activities including additional housing obligations which could result from a Plan amendment. Budget................................................................................................ $5,000 II. RECOMMENDATIONS ON PLAN IMPLEMENTATION AND POSSIBLE PLAN AMENDMENTS Based upon the analyses identified in Sections I and II of this scope, KMA will prepare a memorandum outlining it's findings and any recommended changes to Agency policies, goals and objectives, projects, programs, changes to the Implementation Plan, and any amendments to the Redevelopment Plan. Factors to be considered include (but are not limited to) potential revenues and bonding capacity, time left to implement the Redevelopment Plan, and projects that can be accomplished during the remaining life of the Redevelopment Plan. Recommended changes to the Redevelopment Plan could include extension of time or financial limits. KMA will meet with Agency staff to review the report and recommendations. Budget............................................................................................................ $6,000 Work Product....... Report and Recommendations (memorandum that includes recom- mended changes to Agency policies and possible plan amendments) PA0210007. KMA:PA:gbd III. PREPARATION OF AN UPDATED IMPLEMENTATION PLAN Based upon the findings of the work outlined in Sections I and II of this scope of services and Agency input, KMA will prepare a revised draft of the current Five -Year Implementation Plan. KMA will submit a draft of the revised Implementation Plan to Agency staff and legal counsel for review and comment. Upon receipt of comments, KMA will prepare a final version of the Implementation Plan and submit both hard copies and an electronic version of the final Implementation Plan. Budget............................................................................................................ $7,000 Work Product.....................Implementation Plan (hard copy and electronic format) SUBTOTAL.................................................................................................. $34,000 Expenses....................................................................................................... $2,500 TOTAL BUDGET............................................................................. $36,500 PA0210007. KMA: PA: g bd 99900.000.002/1 0/B/02