03-0701_KEYSER MARSTON ASSOCIATS, INC._Personal Services Agreement0
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PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of July, 2003, 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, 2004.
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.
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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$220.00 per hour Associate $130.00 per hour
Principal $205.00 per hour Senior Analyst $115.00 per hour
Managers $165.00 per hour Analyst $ 100.00 per hour
Senior Associates $150.00 per hour Technical Staff $ 78.00 per hour
Administrative $ 62.50 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.
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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 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.
Section 13. Insurance.
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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/anyone 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 statutoryamount 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
policies using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990)
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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: James Rabe
Section 16. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
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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 hergto have executed this Agreement.
APPROVED AS TO FORM;
John R. t
haw, Agency Attorney
Director
J Tes Rabe
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Exhibit A
Scope of Work
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
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