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.
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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.
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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.
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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 /<�
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