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HomeMy Public PortalAboutAgreement_2011-08-11_Seifel Consulting, Inc.AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY AND SEIFEL CONSULTING, INC. This Agreement for Consultant Services ("Agreement") is entered into as of this _ day of , 2011 by and between the Temple City Community Redevelopment Agency ("Agency") and Seifel Consulting, Inc. ("Consultant"). Agency and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. Agency has sought a proposal for performance of the services defined and described particularly in Section 2 of this Agreement. B. Pursuant to the City of Temple City's Municipal Code, Agency has authority to enter into this Consultant Services Agreement and Executive Director has authority to execute this Agreement. C. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION I. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of this Agreement. The Agency, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Consultant to continue performing the scope of services until such services are complete. SECTION 2. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit "A" "Scope of Services" and made a part of this Agreement. SECTION 3. ADDITIONAL SERVICES. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are authorized in advance and in writing by the Agency Board of Executive Director. Consultant shall be compensated for any such additional services in the amounts and in the manner agreed to by the Agency Board or Executive Director. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, Agency agrees to pay Consultant the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement. The total compensation, including reimbursement for actual expenses, shall not exceed three thousand dollars ($3,000), unless additional compensation is approved in writing by the Agency Board or Executive Director. (b) Each month Consultant shall furnish to Agency an original invoice for all work performed and expenses incurred during the preceding month. Agency shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by Agency, the original invoice shall be returned by Agency to Consultant for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by Agency, Agency will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. Agency may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. Agency shall reject or finally accept Consultant's work within sixty (60) days after submitted to Agency. Agency shall reject work by a timely written explanation, otherwise Consultant's work shall be deemed to have been accepted. Agency's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant's work by Agency shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, sections 16 and 17, pertaining to indemnification and insurance, respectively. SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shall become the sole property of Agency and may be used, reused or otherwise disposed of by Agency without -2- the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to Agency all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that Agency utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warrants related to Standard of Performance and found in Section 4 of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 7. CONSULTANT'S BOOKS AND RECORDS. (a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant's performance of services pursuant to this Agreement. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to Agency pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Agency has the power to audit Consultant's performance under this Agreement at any time. Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by Agency or its designated representative. Copies of such documents or records shall be provided directly to the Agency for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant's address indicated for receipt of notices in this Agreement. (c) Where Agency has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant's business, Agency may, by written request, require that custody of such documents or records be given to the Agency and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to Agency, as well as to its successors -in -interest and authorized representatives. SECTION 8. STATUS OF CONSULTANT. (a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of Agency. Consultant shall have no authority to bind Agency in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against -3- Agency, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by Agency. (b) The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither Agency, nor any elected or appointed boards, officers, officials, employees or agents of Agency, shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of Agency. (c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to Agency's employees. Consultant expressly waives any claim Consultant may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE. Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. If and to the extent that Agency utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warranties related to Standard of Performance shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement, including without limitation, the statutes and regulations applicable to mass mailings sent at the public expense contained in Government Code Section 89001 and 2 Cal. Code of Regs. 18901. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Agreement. Neither Agency, nor any elected or appointed boards, officers, officials, employees or agents of Agency, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section. -4- SECTION 11. PREVAILING WAGE LAWS It is the understanding of Agency and Consultant that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et M., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the any liability or sanctions be imposed against Agency For such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse Agency for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by Agency. SECTION 14. CONFLICTS OF INTEREST. (a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of Agency or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Executive Director. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) Agency understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Consultant is unaware of any stated position of Agency relative to such projects. Any future position of Agency on such projects shall not be considered a conflict of interest for purposes of this section. (c) Agency understands and acknowledges that Consultant will, perform non -related services for other governmental agencies and private parties following the completion of the scope of work under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. - 5 - SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than Agency without prior written authorization from the Executive Director, except as may be required by law. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Executive Director or unless requested by Agency Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives Agency notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then Agency shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify Agency should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. Agency retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with Agency and to provide Agency with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by Agency to control, direct, or rewrite said response. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liqhjjjt3L Where the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless Agency and any and ali of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or sub -consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liabilily. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless Agency, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any -6- kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is Legally liable, including but not limited to officers, agents, employees or sub -contractors of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity Agreements with provisions identical to those set forth here in this section from each and every sub -contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of Agency to monitor compliance with these requirements imposes no additional obligations on Agency and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Agency as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this Section 16 [Indemnification] to the contrary, design professionals are required to defend and indemnify the Agency only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) The provisions of this section do not apply to claims occurring as a result of Agency's sole negligence. The provisions of this section shall not release Agency from liability arising from gross negligence or willful acts or omissions of Agency or any and all of its officials, employees and agents. SECTION 17. INSURANCE. Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by Agency as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Executive Director. Consultant agrees to provide Agency with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Consultant are material considerations for this Agreement. Agency has an interest in the qualifications of and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement -7- or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the Agency Board. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling Agency to any and all remedies at law or in equity, including summary termination of this Agreement. City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify Agency of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. SECTION 20. TERMINATION OF AGREEMENT. (a) Agency may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to Agency. (c) If either Consultant or Agency fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or Agency may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Consultant or Agency, all property belonging exclusively to Agency which is in Consultant's possession shall be returned to Agency. Consultant shall furnish to Agency a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this Agreement. SECTION 21. DEFAULT, In the event that Consultant is in default under the terms of this Agreement, the Agency shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the Agency may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the Agency shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the Agency may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the Agency may take necessary steps to terminate this Agreement under Section 20. Any failure on the part of the Agency to give notice of the Consultant's default shall not be deemed to result in a waiver of the Agency's legal rights or any rights arising out of any provision of this Agreement. -8- SECTION 22. EXCUSABLE DELAYS. Consultant shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of Agency, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 23. COOPERATION BY AGENCY. All public information, data, reports, records, and maps as are existing and available to Agency as public records, and which are necessary for carrying out the work as outlined in the Exhibit "A" "Scope of Services," shall be furnished to Consultant in every reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. SECTION 24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To Agency: Temple City Community Redevelopment Agency Attn: Jose Pulido, Executive Director 9701 Las Tunas Dr. Temple City, CA 91780 To Consultant: Seifel Consulting Attn: Elizabeth Seifel, President 221 Main St., Suite 420 San Francisco, CA 91405 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION 25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder. SECTION 26. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION 27. MODIFICATION OF AGREEMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the Agency Board or Executive Director. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 28. WAIVER. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by Agency of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 31. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other Agreements or understandings, whether oral or written, or entered into between Consultant and Agency prior to the execution of this Agreement. No statements, representations or other Agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. SECTION 32. SEVERABILITY. If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). -to- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST: Mary Flanirick Agency Secretary APPROVED AST FORM B Eric S. Vail Agency Counsel CONSULTANT SEIFEL CONSULTING, INC. M. Its. TEMPLE CITY COMMUNITY REDEVELOPMENT AGENCY By: Jose Pulid Executive Director NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY Ot1NL�St�% On U .�^I _ 1�L� before me, �C ersonally appeared oved to me on the ba i of satisfactory evidence to be h person(s) whose names(s) islare subscribed to thA�wiin instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official se EZEQUIEL VILLALOBOS Comm165lon # 1861456 z ,-a Notary Public - California s Z San Francisco County 5ignaturc: My Comm. Expires Aug 16, 2013 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT E TY OF DOCUMENT U NUMBER OF PAGES ( '�_o I( DATE OF DOCUMENT SIGNER(S) OTHBRfTAN NAMED ABOVE CAPACITY CLAIMED BY SIGNER INDIVIDUAL ❑ CORPORATE OFFICER TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT E TY OF DOCUMENT U NUMBER OF PAGES ( '�_o I( DATE OF DOCUMENT SIGNER(S) OTHBRfTAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES Background Prior to August 27, 2011, the Agency needs to adopt an Enforceable Obligations Payment Schedule ("EOPS") listing all obligations and payment amounts by month through December 2011 if the Agency does not plan to adopt a continuation ordinance by this date. The Agency does not currently propose to adopt a continuation ordinance until after August 27, 2011. The Agency has requested that Consultant prepare the EOPS by August 12, 2011 in order to allow sufficient time to get the EOPS prepared for presentation to the Agency Board on August 15, 2011. Work Program Consultant will leverage prior work performed for Agency regarding analysis of existing obligations in order to prepare the EOPS, using the template provided by the California Redevelopment Association. In order to complete this task, Consultant will deliver the EOPS to Agency by August 12, 2011. This will require timely response from Agency to provide Consultant will additional information regarding Agency obligations, including all administrative costs and detailed payment schedules by month through December 2011. Completion of this Scope of Service shall be no later than August 18, 2011, at which time this Agreement is terminated. EXHIBIT "B" COMPENSATION Consultant shall use the following rates of pay in the performance of services: 2011 Hourly Rates Time President $250 Senior Management Consulting $195 Managing Consultant $175 Senior Consultant $145 Consultant $125 Analyst $115 Research Analyst $115 Technical Staff $105 Administrative Support $75 All services provided under Exhibit "A" shall be completed at a cost not to exceed $3,000, which includes all out-of-pocket and reimbursable expenses. Such expenses include: 1. Costs of copying, printing, reproduction and sales tax. 2. Costs of long distance telephone, telecommunications, data communications, facsimile, and postage and delivery services. 3. Subconsultant or professional services (when necessary) to complete work items described in Exhibit "A". 4. Travel expenses, including air fare, parking and mileage (at the IRS mileage reimbursement rate). 5. Fees related to business licenses and insurance documents, as required by this Agreement. Agency will compensate Consultant for services provided under Exhibit "A" upon submission of a valid invoice. Each invoice is to include: line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; and individual line items for all supplies, travel, equipment, material and subcontractor costs necessary to complete said services. EXHIBIT "C" INSURANCE A. Insurance Requirements. Consultant shall provide and maintain insurance, acceptable to the Executive Director or Agency Counsel, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance: 1. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1187) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the Agency. (3) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (4) Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 3 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3 -year period, Consultant shall annually and upon request of the Agency submit written evidence of this continuous coverage. 2. Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (1) General Liability: $1,000,000 general aggregate for bodily injury, personal injury and property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of not less than $1,000,000 per accident. (4) Professional Liability: $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to Agency. 2. General Liability and Automobile Liability Coverages. (1) Agency, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant ; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to Agency, and their respective elected and appointed officers, officials, or employees. (2) Consultant's insurance coverage shall be primary insurance with respect to Agency, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by Agency, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Consultant's insurance. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Any failure to comply with the reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to Agency, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation and Employer's Liability Coverage. Unless the Executive Director otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against Agency, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Consultant. C. Other Requirements,. Consultant agrees to deposit with Agency, at or before the effective date of this contract, certificates of insurance necessary to satisfy Agency that the insurance provisions of this contract have been complied with. Agency Counsel may require that Consultant furnish Agency with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. Agency reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. 2. Any deductibles or self-insured retentions must be declared to and approved by Agency. At the option of Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Agency or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.