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05-0701_KEYSER MARSTON ASSOCIATES, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 1st day of July, 2005, 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 Annualized Professional Consultant Services 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, 2006. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Twenty Thousand ($20,000.00) 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. For extra work not part of this Agreement, a written authorization from Agency is required prior to Consultant undertaking any extra work. C1Dov0WAg=menWAGREEh0NTS 2006V.MA 2006.1.doc SD 9 0 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 Principal Managers Senior Associates 3.4 $240.00 per hour $230.00 per hour $185.00 per hour $165.00 per hour Associate Senior Analyst Analyst Technical Staff Administrative Records of Expenses. $145.00 per hour $130.00 per hour $110.00 per hour $ 85.00 per hour $ 70.00 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. 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:Douglas '80�n ts\AGREEMLTJU2006\KMA 2006.1.dw 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 familiar with 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 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 the work, operation or activities of Consultant, its agents, employees and sub Consultants in carrying out its obligations under this Agreement. CADoudeii ebiiMMAGREEM81 $'"SMA 2006. Um 0 9 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/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. 12.2 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 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 CADM awcxasdf 7YS v,MA 2ooe.1.aoo 4 0 0 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 coverage's 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 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, CA 92875 Attn: Douglas D. Dumhart To Consultant: Keyser Marston Associates, Inc. 500 South Grand Avenue, Suite 1480 Los Angeles, CA 90071 Attention: Jim Rabe CAD0u91as\AV0W=W\AGREEMENT5 2006W,4A 2006.1.dm 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: R. Monahan, Agency Secretary APPROVED AS TO FORM: John R. Sha A ency Attorney C:WoueaMg iame*s AGREEMENTS 20WKMA 2006.1.doc AGENCY: f GAANa-- Dave Adams, Executive Director CONSULTANT: Jim- Rabe, Principal Exhibit A Scope of Work 0 To provide Professional Annualized 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: gkSV4 nmt$\AGRE04WT32006TMA 2006.1.dm 7 � cin o x coax uvirrvaxo � x i 9 i f � 8 rn or s..x Iunx C srsTR..xo 2 San Juan Capistrano Community Redevelopment Agency • Marston Associates, Inc. 500 South Grad Avenye, Ste 1480 Los Angeles, CA 90071 Attention Jim Rabe Dear Mr. Rabe: s June 21, 2005 Enclosed is an executed, original professional services agreement related to annualized professional consultant services for financial and economic feasibility analysis. Thank you for maintaining current documentation with our office confirming compliance with the terms of insurance under your agreement with the city. Please keep in mind that should this documentation lapse, all work under this agreement must stop and all payments will be withheld until we receive proper evidence of insurance. You may proceed with work under this agreement in coordination with the Project Manager, Douglas Dumhart, Economic Development Manager (949) 443-6316. Yours truly, Meg I 6nahCIVIC City lerk/C Agency Secretary cc: Douglas Dumhart, Economic Development Manager 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493-1171 CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Douglas Dumhart, Economic Development Manager FROM: Christy Swanson, Secretary DATE: June 1, 2006 SITUATION: On July 1, 2005 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, 2006. Please notify this office if agreement has been extended or completed. ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: 0-�� Qrt� w/(le �caol� C-1/1 SIGNATURE OF OFFICIAL TAKING ACTION: /4 C DATE SIGNED: y ***FOR CITY CLERK'S DEPARTMENT USE ONLY*** Tickler Date: 06/01/06 Deadline Date: 06/30/06 (600.401keyser) J