04-0701_KEYSER MARSTON ASSOCIATION INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July, 2004, by and between the San Juan Capistrano Community Redevelopment Agency (hereinafter referred to as the "Agency") and Keyser Marston Associates, Inc. (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, Agency desires to retain Consultant for Financial and Economic Feasibility Analysis; 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. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be performed through June 30, 2005. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Fourteen thousand nine hundred fifty ($14,950.00) dollars. 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 City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. C:\DOCUMENTS AND SEMNGSVRADE\DESKTOP\KMA AGMT2P05.D0C SD 0 0 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 meetings with Agency representatives and incidental costs to perform the stipulated services. Hourly Rates Managing Principals$240.00 per hour Associate $145.00 per hour Principal $230.00 per hour Senior Analyst $130.00 per hour Managers $185.00 per hour Analyst $110.00 per hour Senior Associates $165.00 per hour Technical Staff $ 85.00 per hour Administrative $ 70.00 per hour 3.4 Records of Expenses. 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. Section 5. Limitations Upon Subcontracting 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. C:\DOCUMENTS AND SETTINGSVRABE\DESKTOP\KMA AGMT 2205.DOC 0 0 Section 6. Changes 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 is familiarwith the Redevelopment Agency and its Central Project Area; and, (3) 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. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or 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 12. 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 the work, operation or activities of Consultant, its agents, employees and sub Consultants in carrying out its obligations under this Agreement. G\DOCUMENTS AND SETTINGSVRABE\DESKTOP\KMA AGMT 2195.DOC Section 13. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California. 13.1 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/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. 13.2 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: $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 13.3 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. 13.4 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 C:\DOCUMENTS AND SETTINGSVRABE\\DESKTOP\KMA AGMT2405.DOC 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. 13.5 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. 13.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. Section 14. 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 contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 15. 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, CA 92675 Attn: Douglas D. Dumhart To Consultant: Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, CA 90071 Attention: Jim Rabe C:\DOCUMENTS AND SETTINGSURABE\DESKTMKMA AGMTb 95.DOC 0 0 Section 16. 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 17. 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 18. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: APPROVED>A TO FORM: G John R. Shaw, Agency Attorney Agency By: NIUI— Dave Adams, Executive Director Consultant i Ji abe, Principal CMOCUMENTS AND SETTINGSURABE\DESKTOP\KMA AGMT2605.DOC Exhibit A Scope of Work To provide Professional Advisory Services in the following fields: Real Estate ➢ Market Analysis ➢ Economic Due Diligence ➢ Repositioning Strategies Redevelopment ➢ Financial Planning ➢ Plan Adoption Economic Development ➢ Downtown and Neighborhood revitalization strategies ➢ Business Improvement Districts Infrastructure Finance ➢ Program Development Affordable Housing ➢ Policy ➢ Financing Strategies ➢ Product Identification Fiscal Impact ➢ Tax Sharing Agreements ➢ Land Use Analysis ➢ Mitigation Strategies Valuation and Litigation Support ➢ Assessments ➢ Expert Witness ➢ Quantification of Impact and Damages C:\DOCUMENTS AND SETTINGSVRABE\DESKTOP\KMA AGMT 2?05.DOC 0 a CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Douglas Dumhart, Economic Development Manager FROM: Mitzi Ortiz, Deputy City Clerk DATE: December 1, 2004 SITUATION: On August 31, 2004, the San Juan Capistrano Community Redevelopment Agency entered into a Personal Services Agreement with Keyser Marston Associates, Inc. to prepare the Agency's Five Year Implementation Plan for ACTION REQUESTED: Said Agreement states services shall be completed by December 31, 2004. Please notify this office if agreement has been extend r completed. ACTION TO BE TAKEN: k" IJ DATE WHEN NE, SIGNATURE OF DATE SIGNED: ""FOR CITY CLERK'S DEPARTMENT USE ONLY"' Tickler Date: 12/01/04 Deadline Date: 12/31/04 (600.40/keyser2) DEC 0 1 2004 �� 0 CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Douglas Dumhart, Economic Development Manager FROM: Mitzi Ortiz, Deputy City Clerk DATE: May 16, 2005 SITUATION: On July 1, 2004 the City of San Juan Capistrano entered into a Personal Services Agreement with Keyser Marston Associates, Inc. to provide financial and economic feasibility analysis. ACTION REQUESTED: Said Agreement shall terminate by June 30, 2005. Please notify this office if agreement has been extended or completed. ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION: DATE SIGNED: **'FOR CITY CLERK'S DEPARTMENT USE ONLY'** Tickler Date: 05/16/05 Deadline Date: 06/30/05 (600.40/keyser) �ti� AC�%$D. CERTIFICAT -OF LIABILITY INSURAI.0 11/11/z 0 ) •RODUCER (415)957-6600 FAX (415)957-0577 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Naroevi ch O'Shea & Coghl an ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 425 Market Street FD ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 10th Floor r San Francisco, CA 94105 RECE� INSURERS AFFORDING COVERAGE NAIC# VSURED Keyser Marston Associates, Inc. -3 INSURERA: The Hartford Insurance Companies 55 Pacific Avenue Mall Ito "Qj 21 P 3 INSURERS: Republic Indemnity Co. of California San Francisco, CA 94111 INSURERC Philadelphia Indemnity Insurance Company C(Tl �hI������� INSURER D: Attn.: Diane Chambers - 4JISPa t�.'5U� INSURER E: •nvoeAr_ec THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINI ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ISR)D' MAE TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVTR POLICY EXPIRATION UMC GENERAL LIABILITY 57UUNUP0340 11/11/2003 11/11/2004 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED S 300,00 CLAIMS MADE a] OCCUR MED EXP (Any one person) S 10,00 _ PERSONAL&:DV INJURY E 1,000,00 AT_ GENERALAGGREGATE E 2,000,00 GEN'L AGGREGATE LIMB APPLIES PER PRODUCTS -COMPIOP AGO $ 2,000,00 POLICYF_j PRJECOT LOC AUTOMOBILE LIABILITY S7UUNUP0340 11/11/2003 11/11/2664 COMBINED SINGLE LIMIT X ANY AUTO (Ea a0dent) 1.666,66 BODILY INJURY $ ALL OWNED AUTOS SCHEDULED AUTOS (Per person) A BODILY INJURY E X HIRED AUTOS X NON -OWNED AUTOS (Per acddent) X Comp ded $500 PROPERTY DAMAGE X Coll ded $500 (Per accident E GAl GELIABILTTY AUTO ONLY -EA ACCIDENT S OTHER THAN EA ACC $ ANY AUTO AUTO ONLY: AGG S EXCESSIUMBRELLALIABILI'TY S7RHUUN9941 11/11/2003 11/11/2604 EACH OCCURRENCE E 4,00-0,000 X OCCUR FICLAIMS MADE AGGREGATE E 41000,000 A s S DEDUCTIBLE X RETENTION E 10,06 § WORKERS COMPENSATION AND 03954606 11/11/2003 11/11/2604 X We sTLATU- oTH- B EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/FXECUTIVE I EL. EACH ACCIDENT $ 1,000,00 E.L. DISEASE -EA LMPLOYEE S 1 606 UO OFFICEPAIEMBER EXCLUDED? B yaa describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT S 1.000.000 PHSDO18083 11/11/2003 11/11/2004 $1,000,000 Each Wrongful Act C rTo onal Liability -Claims Made $1,000,000 Aggregate Limit I RETRO DATE 10/5/76 $2S,000 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS in Juan Capistrano Community Redevelopment Agency Development Center is named as iditional insured per endorsement CG2010 (10/93) San Juan Capistrano Community Redevelopment Agency Meg Monahan 32400 Paseo Adelanto San Juan Capistrano, CA 92675 1CORD 25 (2001108) IPIUMLLXI IUPI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATRON DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICEJ'RI1LL IMPOSE N U TION OR LABILITY OF ANY KIND UPON THE INSURER 3 EMS OR R RESEN]FATAIES IS_/.TAr� — WA 0 IMPORTANT 0 If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) POLICY NUMBER: 57UUNUP0340 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: San Juan Capistrano Community Redevelopment Agency (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. CG 20 10 10 93 Copyright, Insurance Services Office, Inc., 1992 San Juan Capistrano Community Redevelopment Agency Keyser Marston Associates, Inc. 500 South Grand Ave, Ste 1480 Los Angeles, CA 90071 Attention: Jim Rabe Dear Mr. Rabe: 11 May 18, 2004 A fully executed, original personal services agreement is enclosed, related to providing a financial and economic feasibility analysis. Thank you for maintaining your insurance documentation current with our office. Please keep in mind it must remain current, or all work under this agreement must stop and all payments for services rendered will be withheld, until these documents are brought current. The agreement goes into effect on July 1, 2004. At that time, you may proceed with work under this agreement in coordination with the Douglas Dumhart, Economic Development Manager (949) 443-6316. Yours truly, CMC enclosed: Agreement cc: Douglas Dumhart, Economic Development Manager 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493-1171