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The Jamieson Group Inc-2006-03 XP 11 AGREEMENT FOR PLANNING & COMMUNITY DEVELOPMENT CONSULTANT SERVICES On this 14-Nay of January 2006, the CITY OF GRAND TERRACE, a municipal corporation, hereinafter referred to as "the City," and THE JAMIESON GROUP, INC., a California Corporation,hereinafter referred to as "the Consultant,"hereby mutually agree as follows: I. NATURE OF SERVICES A. Retention of Consultant The City hereby retains the Consultant to perform, and Consultant agrees to render,the professional services described herein and in the Consultant's proposal attached hereto as Exhibit A and incorporated hereby.by reference (hereinafter"the services"). B. Services of Gary Koontz It is understood by both the City and the Consultant that primary purpose of this Agree- ment is to secure the services of Gary Koontz, an experienced urban planner and community development official, as the Community Development Director for the City. C. Commencement of Work Consultant shall commence the services on the date of execution of this Agreement on behalf of the City. 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 City. 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. SCOPE OF ACTIVITIES The Consultant's assignment shall be based upon the scope of work defined in Exhibit A. No change from that scope of work shall be made unless authorized in writing-by the City Manager. The general services to be provided shall include oversight of the City's Community Development Department, including the planning function, and special projects as assigned. III. TERM OF AGREEMENT This Agreement is effective upon its execution by the City and the Consultant, and shall remain in force until June 30, 2006. IV. EMPLOYEES AND SUBCONSULTANTS No subconsultants or other employees of the Consultant are expected to be necessary to address the scope of work. If subconsultants are engaged for any reason, the Consultant shall advise the City in writing of their selection prior to their performance of work. The City shall have the authority to approve or reject the use of any subconsultant for any of the services. Agreement for Consultant Services-City of Grand Terrace Page 9 n i 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 City's termination of this;contract. Consultant and any subconsultants shall secure a business license to operate in the City of Grand Terrace. VI. EXTRA SERVICES OF CONSULTANT Any services specifically requested by the City 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 City as-extra services, Consultant shall immediately notify the City 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 City 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 City therefore. Such notice by Consultant to the City 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 City, and if the City determines that Consultant is correct, the work or services shall be paid for as extra services. VIII. UNAUTHORIZED WORK Any work done or services performed without written authority from the City shall be considered unauthorized and shall not be paid for by the City. IX. THE CITY'S RESPONSIBILITIES A. Funding Limitations The City shall provide full information as to the requirements of the assignment, including funding limitations and scheduling. B. Administrative Procedures The City shall notify Consultant of required administrative procedures and designate representatives authorized to act in its behalf. The City 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 City 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 City shall pay Consultant for the basic services described herein compensation not to exceed the amount of forty thousand dollars ($40,000) and such other payments and Agreement for Consuftant Services-City of Grand Terrace Pane 2 • i reimbursements as are hereinafter provided for work performed between the initiation of this Agreement and June 30, 2006. B. Extra Services City shall pay Consultant for the rendering of any extra services as provided in Article VI the fees and reimbursements that are negotiated between City,and Consultant before the extra services are commenced. C. Reimbursements Reimbursements at cost plus shall be paid to Consultant for: 1. Ordinary and customary out-of-pocket expenses. 2. Specifically authorized travel. Any,reimbursable expense exceeding$500 shall be subject to pre-approval by the City. Such approval may be secured by any documented communication with the City or its designated representative, including an exchange of letters of emails. XI. PAYMENTS TO CONSULTANT A. Basic Services Consultant shall submit monthly invoices for services provided on a time and materials basis. Invoices shall include the name,and/or title of all staff working on the project for that month, the total hours billed and hourly billing rates. All reimbursable shall be itemized. The Consultant's billing rates are attached as Exhibit B. All requests for payment shall be submitted to the City in the form of invoices that will include the above noted payments and all reimbursable expenses. Each invoice is subject to the review and approval of the City Manager. The City shall pay Consultant within 30 days of receiving each invoice subject to the City's standard accounts payable schedules. 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 City 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, the City shall determine and pay to the Consultant, as full Agreement for Consultant Services-City of Grand Terrace Page 3 payment for all City-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 completed work and work in progress and to all documents,whether completed or incomplete,provided that they are delivered to the City. C. Recommencement If, upon payment of the amount required to be paid under this Article following the termination of the contract, the City thereafter should determine to complete the original scope of activities, the City shall have the right to utilize any of the documents or other work product 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 The Consultant shall provide time schedules for individual tasks as requested by the City Manager. XIV. ACCOUNTING RECORDS OF CONSULTANT Records of the Consultant's direct personnel and reimbursable expenses pertaining to any extra services rendered under the contract and records of accounts between City and Consultant shall be made and kept by Consultant on a generally recognized accounting basis and shall be made available by consultant to City 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 the City'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 the;Consultant or by anyone directly or indirectly employed by, connected with, or acting for or on behalf of the Consultant. All liability insurance shall be issued by 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, protective and contractual with the following minimum limits: Agreement for Consultant Services-City of Grand Terrace Page 4 Bodily Injury $250,000.00 each person (Including death) $500,000.00 each occurrence $500,000.00 aggregate products and completed operations Property Damage $100,000.00 each occurrence $250,000:00 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 the City. 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 the City by,certified or registered mail. XVII ERRORS AND OMISSIONS In the event of errors and omissions that are due to the negligence or professional inexperience of - the Consultant that•result in expense to the City greater than would have resulted if there were no errors or omissions in the work by the Consultant or subconsultants,'additional design, construction and/or restoration expenses shall be borne by Consultant and/or subconsultant. XVIII. REPRODUCTION OF DOCUMENTS The Consultant shall provide the City, in the number reasonably required by the City, all of the Consultant's work product for the review and approval. XIX. OWNERSHIP OF DOCUMENTS All analyses, drawings and project documents shall be and remain the City's property. XX. REUSE OF DOCUMENTS If at any time the City desires to undertake other activities that would be essentially identical to the work of the Consultant,the Consultant'agrees;that the City shall have the right to reuse all or any portion of the documents at no additional compensation to the Consultant,provided all reference to the Consultant is•removed from the documents prior to such reuse and the City holds the Consultant harmless from any liability that may arise from such reuse. XXI. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the City and its successors, and upon the Consultant and-the 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 the Consultant without the prior consent of the City, which consent shall not be unreasonably withheld. XXII. NONDISCRIMINATION During the Consultant's performance of the contract, the Consultant and its subconsultants, shall not discriminate on the grounds of race, religious creed, color,national origin, ancestry,physical handicap,medical condition, including 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, the Consultant acknowledges and Agreement for Consultant Services City of Grand Terrace Page 5 agrees that in the performance of the Agreement, 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 City or Consultant or be subjected to discrimination by the City or Consultant. XXIII. INDEMNIFICATION The Consultant shall indemnify and hold the City and its 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 reason of, or in the course of performing, the Consultant's services hereunder and caused or contributed to by any willful or negligent act or omission committed by the Consultant or any of the Consul- tant's employees, subconsultants or agents. Additionally,the City shall indemnify and hold the Consultant and Consultant'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 reason of, or in the course of performing, the services hereunder, caused or contributed to by any willful or negligent act or omission committed by the City or any of the City's employees, subconsultants or agents. XXIV. CONSULTANT STATUS In the performance of the contract, the Consultant shall act as a contracted service, and not an employee of the City. The Consultant's employees and agents shall under no circumstances be considered or held to be employees or agents of the City, and the City 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 the Consultant. XXV. BUSINESS TAX The Consultant understands that its performance of the services will constitute doing business in the City of Grand Terrace, and it shall maintain any required business license pursuant to the Grand Terrace Municipal Code. This expense will not be considered reimbursable. XXVI. FULL COMPENSATION The consideration payable to the Consultant as provided herein shall be compensation in full for all of the 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: Citv Consultant City of Grand Terrace The Jamieson Group, Inc. Attn: Thomas Schwab Attn: Gary Koontz 22795 Barton Road 1201 University Avenue, Suite 206A Grand Terrace, California 92313 Riverside, California 92507 XXVIII. MODIFICATIONS No alteration or variation of the terms of the contract shall be valid except as follows: Agreement for Consultant Services-City of Grand Terrace Page 6 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 covenant's may be formalized by letter or email from the City. 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 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, the Consultant shall be deemed to constitute doing business within Riverside County, California from time of solicitation ofwork;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, the City and Consultant have.executed this Agreement the day and year first above written. CONSULTANT: CITY: The Jamieson Group, Inc City of Grand Terrace a California Corporation a municipal corporation a - By: By: Gary Koont Thomas Schwab Vice President 8i Director of Planning City Manager Agreement for Consultant Services-City of Grand Terrace Page 7 EXHIBIT A SCOPE OF'SERVICES The Jamieson Group, Inc. (TJG)will provide professional services,primarily in the person of its Vice President&Director of Planning, Gary Koontz, to the City of Grand Terrace. The general services to be provided shall include oversight of the City's Community Development Department, including the planning function, and special projects as assigned. Typical activities under this Agreement include: 1. Serve as the Community and Economic Development Director. 2. Provide overall management and administration of the City Community and Economic Development Department including general administration,budget preparation, and personnel supervision. 3. Direct Department staff in the review of project applications including the preparation of staff reports, meetings with applicants, and coordination with other reviewing agencies. 4. Assist Department staff in providing information to the general public. 5. Attend City meetings as requested by the City,Manager. 6. Attend and oversee all Planning Commission meetings. 7. Attend City Council meetings as requested by,the City Manager. 8. Administer special projects as requested by the City Manager. 9. Provide redevelopment and economic development counsel as requested by the City Manager. Agreement for Consultant Services-City of Grand Terrace Page 8 s i EXHIBIT B Fee Schedule The Jamieson Group, Inc. FY 2005-2006 Principal—Gary Koontz: $100.00 per hour r Expenses at cost Agreement for Consultant Services-City of Grand Terrace Page 9