Loading...
Multi Housing Development (Empire Dev Solutions)-2004-20 AGREEMENT FOR CONSULTANT SERVICES On this 19th day of October, 2004, the CITY OF GRAND TERRACE REDEVELOPMENT AGENCY, a municipal corporation, hereinafter referred to as "Agency" and EMPIRE DEVELOPMENT SOLUTIONS, a California General Partnership, hereinafter referred to as "Consultant", hereby mutually agree as follows: I. SCOPE OF SERVICES A. Retention of Consultant City hereby retains the Consultant to perform, and Consultant agrees to render, the professional services described herein in connection with a proposed multifamily housing project located at 11695 Canal Street, Grand Terrace" (hereinafter"the Project'). B. Commencement of Work Consultant shall commence the services on the date of execution of this Agreement on behalf of the Agency. C. Time of Completion 1. Consultant shall complete all work identified in the attached proposal within 270 days following execution of the contract by the Agency. The Agency, Consultant and the third-party engineering consultant may adjust the time frame to reflect changes in scope or unforeseen delays as agreed to. D. Failure to Perform Failure of the Consultant to complete the services within the time allowed and in the manner herein provided may result in the Agreement being terminated by the Agency. E. Standard of Performance While performing-the services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. II. PROJECT FUNDING The size of the Project and the type and quality of development are dependent upon the funds available to the Agency for the Project. Consultant shall exercise best judgment in determining the balance between the size, infrastructure requirements, and quality of development to achieve a satisfactory solution within funding limitations of the Agency. The Project shall be based upon the scope of work defined herein. No change from that scope of work shall be made unless authorized in writing by the City Manager or his designated representative. Agreement for Consultant Services Page 1 Multifamily Residential Housing Project III. BASIC SERVICES OF CONSULTANT The general services to be provided by Consultant shall include those directed by the City Manager or his designated representative and shall include,but not be limited to,the following: A. Coordinate the design of a 10 unit condominium project including architecture, civil engineering, and landscape architecture: B. Evaluation of alternative sources for project funding. C. Coordinate the processing of required entitlements with the City Community Development Department. D. Attend meetings with the public, .Agency officials, and developers regarding project development. E. Assist City staff in identifying and negotiating with prospective. developers for the construction of the proposed residential units. IV. EMPLOYEES AND SUBCONSULTANTS If subcoiisultants are engaged for any portion of the Consultant's services, Consultant shall advise the Agency in writing of their selection prior to their performance of work. The Agency shall have the authority to approve or reject the use of any subconsultant for any of the services. V. LICENSES Consultant shall maintain all appropriate 'and necessary licenses to practice their business profession in the State of California during the entire period of this Agreement. Failure to do so shall be grounds for Agency's termination of this contract. Consultant and all subconsultants shall secure a.business license to operate in the City .of Grand Terrace. All subconsultants shall maintain current California licenses in their respective fields. VI. EXTRA SERVICES OF CONSULTANT r Any services specifically requested by the Agency that are outside the Consultant's approved scope of services shall be considered as "Extra Work" and subject to negotiation for additional fees to the Consultant. Any"Extra Work"must be approved in writing by the City Manager or his representative prior to commencement. VII. DISPUTED WORK In any case where Consultant believes that necessary work or services are not clearly covered herein or have not been ordered in writing by the Agency as extra services, Consultant shall immediately notify the;Agency in writing of Consultant's belief that the work or.services should be paid for as extra services before Consultant begins the work or services. If such notification is not given, or if the Agency is not afforded an opportunity to negotiate the appropriate fee for such extra services, then Consultant shall be deemed to have agreed to perform the work or services without any additional charges to Agency therefore. Such notice by Consultant to the Agency shall not in any way be construed as proving that the work or 'services in question are extra services. The notice must be passed upon by the Agency, and if the Agency determines that Consultant is correct, the work or services shall be allowed and Agreement for Consultant Services Page 2 Multifamily Residential Housing Project paid for as extra services. VIII. UNAUTHORIZED WORK Any work done or services performed without written authority from the Agency shall be considered unauthorized and shall not be paid for by Agency. IX. THE AGENCY'S RESPONSIBILITIES A. Funding Limitations Agency shall provide full information as to the requirements of the Project, including funding limitations and scheduling. B. Administrative Procedures Agency shall notify Consultant of administrative procedures required and designate representatives authorized to act in its behalf. Agency shall review documents submitted by Consultant and promptly render decisions pertaining thereto to avoid unreasonable delay in the progress of the Project. Nothing provided herein shall be construed as a delegation by Agency of its powers under all applicable codes, laws and ordinances or of its power to enforce compliance with the`same. X. CONSULTANT'S COMPENSATION A. Basic Services Agency shall pay Consultant for the rendering of the basic services described herein compensation in the amount of up to twelve thousand dollars ($12,000) and such other payments and reimbursements as are hereinafter provided. Compensation shall be invoiced on a time and materials basis subject to the hourly rates identified in Attachment B. Extra Services Agency shall pay Consultant for the rendering of any extra services as provided in Article VI the fees and reimbursements that are negotiated between Agency and Consultant before the extra services are commenced. C. Reimbursements Reimbursements at cost plus shall be paid to Consultant for: 1. Graphics and reproductions of drawings and other documents for presentation purposes., 2. Communications, express delivery and other support services. 3. Specifically authorized travel to meet with affected property owners. Any reimbursable expense exceeding$100 shall be subject to pre-approval by the Agency. Such approval may be secured by any documented communication with the Agency or its designated representative, including an exchange of letter or email. XI. PAYMENTS TO CONSULTANT A. Basic Services Agreement for Consultant Services Page 3 -Multifamily Residential Housing Project Invoices shall be submitted to the Agency on a monthly basis. All requests for payment shall be submitted to the Agency in the form of invoices that will include adequate information to fully describe the work performed and the hours billed. Each invoice is subject to the review and approval of the City Manager or his designated representative. The Agency shall pay Consultant within 30 days of receiving each invoice subject to the. Agency's standard accounts payable schedules, excepting the deposit,which shall be paid at the time of the execution of the agreement. B. Extra Services Payments for`approved extra,services provided under Article VI shall be made monthly as services are rendered and expenses incurred. C. Limitation No payment for any work or services performed by Consultant shall exceed the limits established in,the foregoing sections. XII. TERMINATION OF CONTRACT A. Termination The contract may be terminated by either party upon written notice to the other party in the event of a substantial failure of performance by such other party; or if Agency should decide to abandon or postpone,the Project indefinitely. The terminating party shall give a minimum five (5) day notice of termination. B. Payment Upon Termination In the event of such termination,Agency shall determine and pay to Consultant, as full payment for all Agency-approved work performed and all expense incurred under the contract,the amount which bears the same ratio to the total fee which would have been paid for the full performance of the contract as the ratio which the work actually rendered bears to the services which would have been necessary for the full performance of the contract,plus any sums due consultant for extra services or reimbursements described under Article X herein. In ascertaining-the work actually rendered prior to the date of termination of the contract, consideration shall be given to both completed work and work in progress and to all drawings and other documents,whether completed or incomplete, provided that they are delivered-to Agency. C. Recommencement If, upon payment of the amount required to be paid under this Article following the termination of the contract,Agency thereafter should determine to complete the original Project or substantially the same Project,Agency shall have the right to utilize any of the drawings or other documents prepared under the contract by Consultant without additional compensation to Consultant,provided that prior to such utilization all reference to Consultant is removed from said documents. XIII. TIME SCHEDULE. Following execution of this agreement, Consultant shall perform all contracted services in a time frame agreed to between the Agency and Consultant. The schedule shall be subject to revision for delays caused by conditions beyond the control of Consultant. Agreement for Consultant Services Page 4 Multifamily Residential Housing Project XIV. ACCOUNTING RECORDS OF CONSULTANT Records of Consultant's direct personnel and reimbursable expenses pertaining to any extra services rendered under the contract and records of accounts between Agency and Consultant shall be made and kept by Consultant on a generally recognized accounting basis,and shall be made available by consultant to Agency or its authorized representatives at all reasonable times for inspection and copying. XV. WORKERS' COMPENSATION By executing this Agreement, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with'such provisions before commencing the performance of the work of this contract." XVI. INSURANCE Prior to Agency's execution of this Agreement,,consultant shall obtain, and shall thereafter maintain during the term of this Agreement, such general liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage which may arise from or which may concern operations under this Agreement,whether such operations be by Consultant or by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant. All liability insurance shall be issued by insurance companies authorized to transact liability insurance business in the Sate of California and shall cover comprehensive general and automobile liability for both bodily injury(including death) and property damage, including but not limited to aggregate operations, aggregate protective and aggregate contractual with the following minimum limits: Bodily Injury $250,000 each person (Including death)....................$500,000 each occurrence $500,000 aggregate products and completed operations Property Damage...................$100,000 each occurrence $250,000 each aggregate A combined single limit policy with aggregate limits in the amount of$1,000,000 will be considered equivalent to the required minimum limits. Insurance policies or certificates and additional insured endorsements evidencing the coverage required by this Agreement shall be filed with Agency. Said policies shall be in the usual form of public liability insurance. The policies shall not be canceled unless thirty(30) days prior written notification of intended cancellation has been given to Agency by certified or registered mail. All major technical subconsultants (i.e., civil, geotechnical, and architectural) shall purchase and maintain, at its own cost and expense, and not as a reimbursable cost, Professional Liability Insurance. Technical subconsultants-shall maintain this insurance for a period of two years subsequent to the completion and acceptance by Agency of all work under this agreement. Agreement for Consultant Services Page 5 Multifamily Residential Housing Project' XVII ERRORS AND OMISSIONS In the event of errors and omissions that are due to the negligence or professional inexperience of Consultant that result in expense to the Agency greater than would have resulted if there weremo errors or omissions in the work accomplished-by Consultant or subconsultants, additional design, construction and/or restoration expenses shall be borne by Consultant and/or subconsultant. XVIII. REPRODUCTION OF DOCUMENTS A. Review Documents Consultant shall provide Agency, in.the number reasonably required by Agency, Consultant's all project documents for the review and approval. B. Final Documents Consultant shall furnish the Agency the number of reproductions of the final approved project documents necessary for use by Agency. XIX. OWNERSHIP OF DOCUMENTS All drawings and project documents shall be and remain Agency property. XX. REUSE OF DOCUMENTS If at any time Agency desires to construct all or part of another project or projects which would be essentially identical to the Project, Consultant agrees that Agency shall have the right to reuse all or any portion of the documents at no additional compensation to Consultant,provided all reference to Consultant is removed from the documents prior to such reuse and Agency holds Consultant harmless from any liability which may arise from such reuse. XXI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon Agency and its successors and upon Consultant and Consultant's successors and assigns. Neither this Agreement,nor any part hereof,nor any monies due or to become due hereunder may be assigned by Consultant without the prior consent of Agency,which consent shall not be unreasonably withheld. XXII. NONDISCRIMINATION During Consultant's performance of the contract, Consultant and its subconsultants, shall not discriminate on the grounds of race,religious creed, color,national origin,.ancestry,physical handicap,medical condition including the medical condition of Acquired Immune Deficiency ` Syndrome (AIDS) or any condition related thereto, marital status; age, sex or sexual orientation in the selection and retention of employees and subconsultants and the procurement of materials and equipment, except as provided in Section 12940 of the'California Government Code. Pursuant to the Americans with Disabilities Act and specifically 42 USC 12132, Consultant acknowledges and agrees that in the performance-of the Contract,no qualified individual shall,by reason of a disability,be excluded from participation in or be denied the benefits of the services,programs or activities of the Agency or Consultant or be subjected to discrimination by the Agency or Consultant. XXIII. INDEMNIFICATION Consultant shall indemnify and hold Agency and Agency's officers and employees harmless from all damages, costs and expenses;including attorneys' fees, in law or equity, that may at-any time arise or be set up because of damages to property or personal-injury,including death, suffered by Agreement for Consultant Services Page 6 Multifamily Residential Housing Project reason of, or in the course of performing, Consultant's services hereunder and caused or contributed to by any willful or negligent act or omission committed by Consultant or any of Consultant's employees, subconsultants or agents. XXIV. CONSULTANT STATUS In the performance of the contract, Consultant and Consultant's agents'and employees shall act in an independent capacity and not as officers, employees or agents of Agency. Consultant's employees and agents shall under no circumstances be considered or held to be employees or agents of Agency,,and•Agency shall have no obligation to pay or withhold state or federal taxes or provide.workers' compensation of unemployment insurance for or on behalf of them or Consultant. XXV. BUSINESS TAX Consultant understands that its performance of the services•will constitute doing business in the City of Grand Terrace, and it shall,therefore,register for and pay any•required business taxes pursuant to the Grand Terrace Municipal Code. This expense will not be considered as reimbursable. XXVI. FULL COMPENSATION The consideration payable to Consultant as provided herein shall be compensation in full for all of Consultant's services and expenses incurred in the performance of the contract, including travel and per diem,unless otherwise expressly provided. XXVII. NOTICES Service of any notices,bills, invoices or other documents required or permitted by the contract shall be sufficient if sent by one party to the other by United States mail,postage prepaid and addressed as follows: City Consultant City of Grand Terrace Empire Development Solutions Redevelopment Agency Attn: Ralph Megna Attn: Thomas Schwab 1201 University Avenue, Suite 206 22795 Barton Road Riverside, California 92507 Grand Terrace, CA 92313-5295 XXVIH. MODIFICATIONS No alteration or variation of the terms of the contract shall be valid except as follows: A. Changes relating to time,money or scope of work shall be made by formal written amendment to this Agreement executed by both parties. B. Minor alterations of terms or covenants may be formalized by letter or email from the Agency. XXXIX. GOVERNING LAW AND VENUE This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement,the sole and exclusive venue shall be a court of competent Agreement for Consultant Services Page 7 Multifamily Residential Housing Project jurisdiction-in San Bernardino County, California and the parties hereto agree and do hereby submit to the jurisdiction of that court,notwithstanding Code of Civil Procedure Section 394. The parties specifically agree that by soliciting and entering into and performing services under this Agreement, Consultant shall be deemed to constitute doing business within San Bernardino County, California from time of solicitation of work,through the period When all work under this Agreement is completed, and continuing until the expiration of any applicable limitations period.- Furthermore, the parties have specifically agreed, as part of the consideration given and received for entering into this Agreement, to waive any and all rights to request that an action be transferred for trial to another county under Code of Civil Procedure Section 394. IN WITNESS WHEREOF,Agency and Consultant have executed this Agreement the day and year first above written. CONSULTANT: AGENCY: EMPIRE DEVELOPMENT SOLUTIONS CITY OF GRAND TERRACE a California General Partnership REDEVELOPMENT AGENCY a municipal corporation By: By: Ralph J. Mokna Thomas Schwab Principal City Manager Agreement for Consultant.Services Page 8 Multifamily Residential Housing Project ATTACHMENT.A Fee Schedule Empire Development Solutions FY 2004-2005 Principal —Ralph Megna $115.00 per hour Associate—Mike Clark 80.00 per hour Administration' 60.00 per hour Expenses at cost z