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
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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
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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.
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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.
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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
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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
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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.
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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).
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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.