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1986-0701_KEYSER MARSTON ASSOCIATERS_Agreement• 0 AGREEMENT FOR CONSULTING SERVICES Real Estate Consulting Services (PRICE CLUB) THIS AGREEMENT is made and entered into this 1st day of July, 1986, by and between the San Juan Capistrano Community Redevelopment Agency, hereinafter referred to as "AGENCY" and Keyser Marston Associates, Inc., hereinafter referred to as "CONSULTANT". WITNESSETH: WHEREAS, AGENCY requires consulting services for the project described as follows: Real Estate Consulting Services for the Price Club WHEREAS, CONSULTANT represents he/they is duly qualified to provide said service. NOW, THEREFORE, AGENCY and CONSULTANT, for the consideration hereinafter named, agree as follows: SECTION 1. GENERAL The considerations of work on the project shall be governed by the conditions contained herein. In general, the tasks delineated herein are to be performed with mini- mum direction and assistance from AGENCY. shall be subiect to review and SECTION 2. SCOPE OF TASKS BY CONSULTANT Subject to the terms and conditions of this agreement, CONSULTANT shall perforin the tasks as set forth in Exhibit A, attached and incorporated herein by reference. During the performance of the above tasks, CONSULTANT shall have access to existing data in AGENCY files and AGENCY shall provide copies of any such data CONSULTANT requests at no cost to CONSULTANT. 171 SECTION 3. TIME OF BEGINNING AND COMPLETION OF SERVICES The services provided under this Agreement shall begin upon execution of this Agreement by all parties. The services provided under this Agreement shall be com- pleted upon the signing of a Development Agreement with the selected developer. SECTION 4. PAYMENT FOR CONSULTANT'S Payments under this Agreement shall be as follows: Monthly; based on the time expended during the prior month at the billing rate schedule attached. Three (3) copies of itemized bills, clearly indicating the period for which the billing is made, and including dates on which expenses (except costs for reproduction) were incurred, shall be submitted to: City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. Total cost to AGENCY for CONSULTANT'S services shall not exceed Nine Thousand Five Hundred Dollars ($9,500.00). SECTION 5. COVENANT AGAINST CONTINGENT FEES CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person, other than a bonafide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agree- ment. For breach or violation of this warranty, AGENCY shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. SECTION 6. OWNERSHIP OF DOCUMENTS All tracings, plans, specifications, maps or other documents prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of, CITY, and basic survey notes and sketches, charts, computations and other data prepared or obtained under this Agreement, shall be made available upon request, to AGENCY without restriction or limitation on their use. SECTION 7. CHANGES IN SCOPE OF CONSULTANT'S SERVICES No additional fee shall be paid by AGENCY for additional consulting services not included in this Agreement without the written approval of AGENCY prior to undertaking such work. In the event of suspension of project by AGENCY, CONSULTANT shall have the right to renegotiate fees if delay is greater than six (6) months. SECTION 8. TERMINATION AGENCY may, without cause, terminate the Agreement at any time prior to completion by CONSULTANT of any of the services required hereunder. Notice of Termination of this Agreement shall be given in writing to CONSULTANT, and shall be sufficient to complete when same is deposited in the U.S. Mails, First Class postage prepaid. 2 In the event this Agreement is terminated by AGENCY, CONSULTANT shall be paid the value of services performed by him pursuant to this Agreement prior to the date of termination thereof, such value to be the total to which he shall have become entitled, as determined by the Director of Community Planning and Development, less the amount of any payments previously made, but in no event exceeding the maximum contract amount stated in SECTION 4. SECTION 9. DISPUTES Unless otherwise specified herein, any dispute over a question of fact arising under this Agreement, which cannot be resolved by agreement between the parties, may be, by mutual consent of the parties, submitted to a 'Board of Arbitration" consisting of three (3) arbitrators having expertise relating to this contract subject matter, one of whom shall be selected by each of the parties, and the third by the two members selected by the parties. Each of the parties shall pay the member selected by it, and the compensation of the third member shall be paid equally by the parties. The parties shall be bound by the decision of the Board of Arbitration. SECTION 10. INDEMNIFICATION/PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall defend, indemnify and hold harmless AGENCY and its respective officers, employees and agents from any claim, cost, expense or liability arising directly or indirectly from CONSULTANT'S negligent performance of any of the obligations imposed on it pursuant to this Agreement. CONSULTANT shall maintain in full force and effect Professional Errors and Omissions coverage in a minimum amount of Five Hundred Thousand Dollars ($500,000) which said insurance shall name AGENCY and its officers and employees as additional insureds. CONSULTANT shall present to the AGENCY an appropriate certificate of insurance demonstrating coverage as required above, prior to performance under this Agreement. SECTION 11. NO ASSIGNMENTS Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise specifically provided herein, or to which AGENCY, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void. SECTION 12. ENDORSEMENT ON PLANS, ETC. CONSULTANT shall endorse all plans, data and other documentation submitted to AGENCY pursuant to this Agreement. SECTION 13. MAINTENANCE OF RECORDS CONSULTANT and is subcontractors shall maintain all books, documents, papers, employee time sheets, accounting records and other evidence pertaining to costs incurred and shall make such materials available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this Agreement, for inspection by AGENCY and copies thereof shall be furnished, if requested. 3 SECTION 14. INDEPENDENT CONTRACTOR At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and shall not be an employee of AGENCY. AGENCY shall have the right to control CONSULTANT only insofar as the results of CONSULTANT'S services rendered pursuant to this Agreement; however, AGENCY shall not have the right to control the means by which CONSULTANT accomplishes services rendered pursuant to this Agreement. SECTION 15. LICENSES. PERMITS. ETC. CONSULTANT represents and warrants to AGENCY that he has all licenses, permits, qualifications and approvals of whatever nature that are legally required to practice his profession. CONSULTANT represents and warrants to AGENCY that CONSULTANT shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit or approval which is legally required for CONSULTANT to practice his profession. SECTION 16. PUBLIC LIABILITY INSURANCE a Public Liability During t term of this Agreement, CONSULTANT shall maintain in full force and effect a pol of public liability insurance with minimum coverages as follows: r $ 500,000 - Pro ty Damage ��\) $ 500,000 - Injury t ne Person/Any One Occurrence; and $1,000,000 - Injury to ;Ll e Than One Person/Any One Occurrence If AGENCY so requests, CONS TANT shall cause AGENCY to be named s an additional insured on said policy an hal obtain a waiver of the insurer's right of subrogation against AGENCY. b) Worker's Compensation During the term of this Agreement, CONSULTANT shat* ully comply with the terms of the laws of California concerning Worker's Compensatibia,, Said compliance shall include, but not be limited to, maintaining in full force an effect one or more policies of insurance insuring against any liability CONSULT may have for Worker's Compensation. \ SECTION 17. CONSULTANT NOT AN AGENT Except as AGENCY may specify in writing, CONSULTANT shall have no authority, expressed or implied, to act on behalf of AGENCY in any capacity whatsoever as an agent. CONSULTANT shall have no authority, expressed or implied, pursuant to this Agreement to bind AGENCY to any obligation whatsoever. SECTION 18. PERSONNEL CONSULTANT agrees to assign the following person/persons to perform the tasks set forth in this Agreement: Heinz A. Schilling John Yates Others, as needed CONSULTANT shall not unilaterally alter the assignment of the above personnel without the authorization of the Director of Community Planning and Development. AGENCY shall have the unrestricted right to order the removal of any person/persons assigned by CONSULTANT by giving oral or written notice to CONSULTANT to such effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written. CONSULTANT KEYSER MARSTON ASSOCIATES, INC. By:�- SENIO l' ,V FRIKCIPAL CITY OF SAN JUAN CAPISTRANO By: "494-"o STPKEN B. JULIAK, EXECUTIVE DIRECTOR APPROVED AS TO FORM: 5 MEMORANDUM November 7, 1986 TO: Stephen B. Julian, Executive Director Community Redevelopment Agency FROM: Thomas G. Merrell, Deputy Director Community Redevelopment Agency SUBJECT: Economic Consulting Services Attached for your signature are three contracts for economic consulting services with Keyser Marston Associates, Inc. The first contract is for evaluation of the Historic Town Center, the second contract is for analysis of the Price Club development, and the third contract is for general services on an as needed basis through the end of the fiscal year. The following will give you a brief description of these three contracts: Historic Town Center - Heinz Schilling will be reviewing proposals from each of the three developers, and summarizing economic data to assist staff in making a recommendation for selection of the development team. This will include attendance at key meetings, and written charts, tables or reports. The cost is not to exceed $9,500, and is to be completed by June 30, 1987. Mr. Schilling began work on this project several months ago as a result of a meeting with the Birtcher team when it was determined that someone with his capabilities was needed. The proposed contract will formalize his agreement with the Agency to continue services on the Town Center Project. 2. Price Club - Heniz Schilling will be preparing a re -use appraisal financial analysis and the Section 33433 Summary Report for the Price Club project. The cost is not to exceed $9,500.00, and is to be completed by June 30, 1987. Mr. Schilling was selected for this work because of his availability and quality of other work for the Agency. 3. General Services - This contract will enable the Agency to use Mr. Schilling for consulting services on other Agency projects on an as needed basis, subject to his availability. The cost is not to exceed $9,500.00 and the contract expires on June 30, 1987. A general services consulting contract is also being prepared for Natelson, Levander and Whitney so that whichever firm is most available at the time and appropriate for the specific project can be used. All contracts are on a time and material basis for services requested. NOV - 7 1986 /<� TGM:BDF:dh liJiz/s!6