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2014-04 RESOLUTION NO. OB 2014 - 4 A RESOLUTION OF THE OVERSIGHT BOARD OF THE SUCCESSOR AGENCY TO THE GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY APPROVING A CONTRACT BETWEEN THE SUCCESSOR AGENCY AND KOSMONT COMPANIES FOR LONG RANGE PROPERTY MANAGEMENT PLAN SERVICES WHEREAS, the State Legislature dissolved redevelopment agencies by enacting Assembly Bill Nos. 1 x 26 and 1484, relating to redevelopment dissolution, ("Dissolution Statutes") which became effective on June 28, 2011 and June 27, 2012, respectively; WHEREAS, Health and Safety Code § 34191.5 requires a successor agency to prepare and submit a Long-Range Property Management Plan ("PMP") to the California Department of Finance ("DOF") within six (6) months of receiving its Finding of Completion from the DOF; WHEREAS, the Successor Agency on August 13, 2013 contracted with Kosmont & Associates, Inc. ("Kosmont") to prepare the PMP; WHEREAS, on November 6, 2013, the Oversight Board adopted Resolution No. 13-14 approving the PMP, which was submitted to the State of California Department of Finance ("DOF") for approval, and which the DOF began review in May 2014; WHEREAS, in order to adequately respond to the DOF, which includes subsequent revision to the PMP, the Agency requires the assistance of Kosmont Companies; WHEREAS, on August 26, 2014, the Successor Agency approved an agreement between the Agency and Kosmont Companies for professional services realted to the PMP; and WHEREAS, on September 17, 2014, the Oversight Board to the City of Grand Terrace Redevelopment Agency considered said agreement at a public meeting. NOW THEREFORE, BE IT RESOLVED THAT THE OVERSIGHT BOARD TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: Section 1. The Oversight Board finds that all of the above recitals are true and correct and are incorporated herein by reference. Resolution No. OB 2014-4 Section 2. The Oversight Board approves the agreement, attached hereto, between the Agency and Consultant for PMP services at an annual cost not to exceed $25,000.00, and further authorizes the Executive Director, at the end of the term period of such agreement, to administratively renew such agreement for up to two term periods of one year each, provided that the annual compensation amount does not exceed $25,000.00. Section 3. The Oversight Board further directs and authorizes the Executive Director to take all necessary and required actions to carry out this Resolution, including but not limited to meeting the requirements of the relevant sections of the Health & Safety Code, or any other applicable law. This includes, but is not limited to, submission of this Resolution to the Department of Finance and any other relevant agencies pursuant to the Health & Safety Code. Section 4. This Resolution shall not be effective until 5 business days after its adoption or pursuant to the Health & Safety Code. PASSED, APPROVED AND ADOPTED by the Oversight Board for the Grand Terrace Redevelopment Agency at a regular meeting held on the 17th day of September, 2014. i A('- Walt Stanckiewitz Chair of the Oversight Board for the Community Redevelopment Agency of the City of Grand Terrace ATTEST: *Dborah A. Harringw Secretary Page 2of4 Resolution No. OB 2014-4 I; DEBORAH A HARRINGTON, INTERIM CITY CLERK of the City of Grand Terrace, acting as the Secretary to the Oversight Board of the Successor Agency to the Grand Terrace Redevelopment Agency do hereby certify that the foregoing Resolution was introduced and adopted at a regular meeting of the Oversight Board held on the 17t" day of September 17, 2014 by the following vote: AYES: Board Members Forbes, Saks, Wong and Chairman Stanckiewitz NOES: None ABSENT: Board Members Ferracone, Morga keborah A. Harringt Interim City Clerk Page 3 of 4 Resolution No. OB 2014-4 Exhibit A t Agreement attached on following pages. Page 4of4 AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT ("Agreement") is made as of this day of September, 2014 by and between the SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE ("Successor Agency") and Kosmont & Associates, Inc., dba "Kosmont Companies" ("Consultant").This Agreement is subject to the approval of the Department of Finance (see Section 4 herein). 1. CONSULTANT'S SERVICES. Consultant agrees to perform during the term of this Agreement, the tasks, obligations, and services set forth in the "Scope of Services" attached to and incorporated into this Agreement as Exhibit A (the "Services"). 2. TERM OF AGREEMENT. The initial term of this Agreement shall be for one year starting on January 1, 2015 ("Effective Date") and terminating on December 31, 2015 or on the date that the Services contemplated by this Agreement are satisfactorily completed, whichever occurs first ("Termination Date"). At the end of the term period, the Executive Director may, in writing, renew this Agreement for up to two term periods of one year each, provided that the annual compensation amount shall not exceed $25,000.00. 3. FAMILIARITY WITH WORK. By execution of this Agreement, Consultant i warrants that (1) It has thoroughly investigated and considered the work to be performed, based on all available information. (2) It carefully considered how the work should be performed, and (3) It fully understands the difficulties and restrictions attending the performance of the work under this Agreement. (4) It has the professional and technical competency to perform the work and the production capacity to complete the work in a timely manner with respect to the schedule included in the scope of services. Page 1 of 13 4. PAYMENT FOR SERVICES. Successor Agency shall pay for the services performed by Consultant pursuant to the terms of this Agreement, the compensation set forth in the "Schedule of Compensation" attached to and incorporated into this Agreement as Exhibit B. The fees for services shall not exceed the authorized amount of$25,000 per year as set forth in Attachment "B," unless the Successor Agency has given specific advance approval in writing. Notwithstanding the forgoing, Consultant acknowledges and agrees payment of any fees described in this Agreement may be contingent upon approval thereof as an enforceable obligation listed on a Recognized Obligation Payment Schedule ("ROPS"), as defined by the Health & Safety Code, and that such approvals are made by the Oversight Board for the Successor Agency, the California Department of Finance, and various other relevant public agencies. In the event that the Oversight Board for the Successor Agency, the California Department of Finance, or'any other relevant public agency determines that such fees, or any portion thereof, are not an enforceable obligation that is properly listed on a ROPS, Consultant will not be entitled to payment of such fees unless a court of competent jurisdiction overturns such a determination. 5. TIME FOR PERFORMANCE. Consultant shall not perform any work under this Agreement until (a) Consultant furnishes proof of insurance as required under Paragraph "8" of this Agreement. All services required by Consultant under this Agreement shall be completed on or before the end of the term of the Agreement. 6. DESIGNATED REPRESENTATIVE. Consultant hereby designates Larry Kosmont as the Consultant Representative, and said Representative shall be responsible for job performance, negotiations, contractual matters, and coordination with the Successor Agency. Consultant's professional services shall beactually performed by, or shall be immediately supervised by, the Consultant Representative. 7. HOLD HARMLESS; INDEMNIFICATION. Consultant hereby agrees to protect, indemnify and,hold City of Grand Terrace ("City") and Successor Agency and its employees, officers and servants free and harmless from any and all losses, claims, liens, demands and causes of action of every kind and character including, but not limited to, the amounts of judgment, interests, court costs, legal fees and other expenses incurred by the City or Successor Agency arising in favor of any party, including claims, liens, debts, personal injuries, including employees of the City or Successor Agency, death or damages to property (including property of the Successor Agency) and without limitation by enumeration, all other claims or demands of every character occurring or arising directly out of the negligent acts, recklessness or willful misconduct of Consultant in the performance of its services under this Agreement. This provision is not intended.to create any cause of action in favor of any third party against Consultant, the City, or the Successor Agency or to enlarge in any way the Page 2 of 13 Consultant's liability but is intended solely to provide for indemnification of the City and Successor Agency for liability for damages or injuries to third persons or property arising from Consultant's negligent performance hereunder. Notwithstanding the above, Successor Agency will release, indemnify and hold harmless Consultant from any and all losses, claims, liens, demands and causes of action of every kind and character including but not limited to the amounts of judgment, interests, court costs, legal fees and other expenses incurred by Consultant concerning claims, demands or causes of action related to alleged or actual environmental contamination, environmental liability and corresponding obligations. Successor Agency acknowledges that Consultant is reliant upon Successor Agency for information related to the environmental condition of the subject properties, to the extent known by Successor Agency. If environmental analysis is necessary related to the completion of the Services and/or to, the ultimate disposition of the subject properties, Successor Agency understands , that such environmental analysis will not be prepared by Consultant, as Consultant is not licensed in this professional discipline. It is acknowledged by Successor Agency that any such environmental analysis would be contracted separately by Successor Agency with an outside firm. 8. INSURANCE. Consultant shall procure and maintain at all, times during the term of this Agreement insurance as set forth in Exhibit "C" attached hereto. Proof of insurance shall'consist of a Certificate of Insurance provided on IOS-CGL form No. CG 0001' 11.85 or 88 executed by Consultant's insurer and in a form approved by, the Successor Agency's Successor Agency Attorney and Successor Agency's Legal Counsel. 9. LICENSES, PERMITS, AND FEES. Consultant shall obtain a Successor Agency of Grand Terrace Business License. and any and all other permits and licenses required for the services to be performed under this Agreement. 10. INDEPENDENT CONTRACTOR STATUS. Successor Agency and Consultant agree that Consultant, in performing the Services herein specified, shall act as an independent Contractor and shall have control of all work and the manner in which it is performed. Consultant shall be free to contract for similar services to be performed for other entities while under contract with Successor Agency. Consultant is not an agent or employee of Successor Agency or Successor Agency, and is not entitled to participate in any pension plan, insurance, bonus or similar benefits Successor Agency or Successor Agency provides for its employees. Consultant shall be responsible to pay and hold Successor Agency or Successor Agency harmless from any and all payroll and other taxes and interest thereon and penalties, therefore, which may become due as a result of services performed hereunder. 11. ASSIGNMENT. This Agreement is for the specific services with Consultant as set forth herein. Any attempt by Consultant to assign the benefits or burdens of this Page 3 of 13 Agreement without written approval of Successor Agency is prohibited and shall be null and void; except that Consultant may assign payments due under this Agreement to a financial institution. 12. STANDARD. Consultant agrees that the services to be rendered pursuant to this Agreement shall.be performed in accordance with the standards customarily provided by an experienced and competent professional organization rendering the same or similar services. Consultant shall re-perform any of said services, which are not in conformity with standards as determined by the Successor Agency. 13. CONFIDENTIALITY. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by Successor Agency. Successor Agency shall grant such authorization if disclosure is required by law. All City or Successor Agency data shall be returned to Successor Agency upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 14. RECORDS AND INSPECTIONS. Consultant shall maintain full and accurate records with respect to all services and matters covered under this Agreement. Successor Agency shall have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings and activities. Consultant shall maintain an up-to-date list of key personnel and telephone numbers for emergency contact after normal business hours. 15. OWNERSHIP OF CONSULTANT'S WORK PRODUCT. All reports, documents, all analysis, computations, plans, correspondence, data, information, computer media, including disks or other written material developed and/or gathered by Consultant in the performance of this Agreement shall be and remain the property of Successor Agency without restriction or limitation upon its use or dissemination by Successor Agency. Such Material shall not be the subject of a copyright application by Consultant. Any re-use by Successor Agency of any such materials on any project other than the project for which they were prepared shall be at the sole risk of Successor Agency unless Successor Agency compensate Consultant for such use. Such work product shall be transmitted to Successor Agency within ten (10) days'after a written request therefore. Consultant may retain copies of such products. 16. NOTICES. All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by mail. Notice sent by mail shall be addressed as follows: Successor Agency: Kenneth Henderson, Interim Executive Director Page 4 of 13 Successor Agency to the CRA of the City of Grand Terrace 22795 Barton Road Grand Terrace, Ca 92313 Consultant: Larry J. Kosmont, President & CEO Kosmont & Associates, Inc. 865 So. Figueroa, Suite 3500 Los Angeles, CA 90017 If the name of the principal representative designated to receive the notices, demands or communications, or the address of such person, is changed, written notice shall be given within five (5) working days of said changes 17. TAXPAYER IDENTIFICATION NUMBER. Consultant shall provide Successor Agency with a complete Request for Taxpayer Identification Number and Certification, Form W -9, as issued by the Internal Revenue Service. 18. APPLICABLE LAWS, CODES AND REGULATIONS. Consultant shall perform all services described in accordance with all applicable laws, codes and regulations required by all authorities having jurisdiction over the Services. Consultant agrees to comply with prevailing wage requirements as specified in the California Labor Code, Sections 1770, et seq. 19. RIGHT TO UTILIZE OTHERS. Successor Agency reserves the right to utilize others to perform work similar to the Services provided hereunder. 20. BENEFITS. Consultant will not be eligible for any paid benefits for federal , social security, state workers' compensation, unemployment insurance, professional insurance, medical/dental, retirement PERS or fringe benefits offered by the Successor Agency of Grand Terrace. 21. PERS ELIGIBILITY INDEMNITY. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined.by a court of competent jurisdiction or the California Public Employee 'Retirement System ("PERS") to be eligible for enrollment in PERS as an employee of the City of Grand Terrace ("City") or Successor Agency, Consultant shall indemnify, defend, and hold harmless City and Successor Agency for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City or Successor Agency. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or Page 5of13 become entitled to, and hereby agree to waive any claims to, any compensation, i benefit, or any incident of employment by City or Successor Agency, including but not limited to eligibility to enroll in PERS as an employee of City or Successor Agency and entitlement to any contribution to be paid by City or Successor Agency for employer contribution and/or employee contributions for PERS benefits. 22. TRAVEL EXPENSES. Any reimbursement expenses must be pre-authorized and shall be based upon the approved rates of the San Bernardino County Auditor- Controller. 23. CONFLICT OF INTEREST. Consultant agrees that any conflict or potential conflict of interest shall be fully disclosed prior to execution of contract and Consultant shall comply with all applicable federal, state and county laws and regulations governing conflict of interest. 24. ECONOMIC INTEREST STATEMENT. Consultant hereby acknowledges that pursuant to Government Code Section 87300 and,the Conflict of Interest Code adopted by Successor Agency hereunder, Consultant is designated in said Conflict of.Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the Successor Agency Secretary, for each employee providing advise under this Agreement, prior to the commencement of work. 25. POLITICAL ACTIVITY/LOBBYING CERTIFICATION. Consultant may not conduct any activity, including any payment to any person, officer, or employee of any governmental agency or body or member of Congress in connection with the awarding of any federal contract, grant, loan, ,intended to influence legislation, administrative rulemaking or the election of candidates for public office during time compensated under the representation that such activity is being performed as apart of this Agreement. 26. NON-DISCRIMINATION. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age physical or mental.handicap,,medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 27. AUDIT OR EXAMINATION. Consultant shall keep all records of funds received from Successor Agency and make them accessible for audit or examination for a period of three years after final payments are issued and other pending matters. Page 6 of 13 28. MODIFICATION OF AGREEMENT. This Agreement may not be modified, nor may any of the terms, provisions or conditions be modified or waived or otherwise affected, except by a written amendment signed by all parties. 29. WAIVER. If at any time one party shall waive any term, provision or condition of this Agreement, either before or after any breach thereof, no party shall thereafter be deemed to have consented to any future failure of full performance hereunder. 30. COVENANTS AND CONDITIONS. Each term and each provision of this Agreement to be performed by Consultant shall be construed to be both a covenant and a condition. 31. RIGHT TO TERMINATE. Successor Agency may terminate this Agreement at any time, with or without cause, in its sale discretion, with thirty (30) days written notice. 32. EFFECT OF TERMINATION. Upon termination as stated in Paragraph "31" of this Agreement, Successor Agency shall be liable to Consultant only for work performed by Consultant up to and including the date of termination of this Agreement, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. Consultant shall be entitled to payment for work satisfactorily completed to date, based on proration of the _ monthly fees set forth in Exhibit "B" attached hereto. Such payment will be subject to Successor Agency's receipt of a close-out billing. 33. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with 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 San Bernardino. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California. 34. LITIGATION FEES. Should litigation arise out of this Agreement for the performance'thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid and/or incurred in good faith. "Prevailing Party" shall mean the party that obtains a favorable and final judgment or order from a court of law described in paragraph "33." This paragraph shall not apply and litigation fees shall not be awarded based on an order or otherwise final judgment that results from the parties' mutual settlement, arbitration, or mediation of the dispute. 35. SEVERABILITY. If any provision of this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining Page 7 of 13 provisions nevertheless will continue in full force and effect without being impaired or invalidated in any way. 36. FORCE MAJEURE. The respective duties and obligations of the parties hereunder shall be suspended while and so long as performance hereto is prevented or impeded by strikes, disturbances, riots, fire, severe weather, government action, war acts, acts of God, or any other cause similar or dissimilar to the foregoing which are beyond the control of the party from whom the affected performance was due. 37. INTEGRATED AGREEMENT. This Agreement, together with Exhibits "A," "B" and "C" supersede any and all other agreements, either oral or in writing, between the parties with respect to the subject matter herein. Each party to this Agreement acknowledges that no representation by any party, which is not embodied herein, nor any other agreement; statement or promise not contained in this Agreement shall be valid and binding. Any modification of the Agreement shall be effective only if it is in writing and signed by all parties. 38. Reserved. 39. REDEVELOPMENT DISSOLUTION APPROVALS. Consultant acknowledges and agrees that under ABXI 26 and AB 1484, relating to dissolution of redevelopment in California, ("Dissolution Laws"), the Successor Agency's approval of this Agreement is subject to several legal requirements including, but not limited to, notices to and/or approvals from the California Department of Finance, the Oversight Board of the Successor Agency to the Grand Terrace Community Redevelopment Agency, and any other relevant State agencies ("Dissolution Approvals"). Consultant acknowledges and agrees that the Successor Agency has no control over Dissolution Approvals. Consultant hereby acknowledges and agrees to waive any and all claims, demands, suits, actions, or proceedings of any kind or nature against the Successor Agency, its officers, agents, employees, consultants, or volunteers related to Dissolution Approvals as it relates to this Agreement. 40. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Page 8 of 13 Dated: "SUCCESSOR AGENCY" By: Kenneth Henderson Interim Executive Director Dated: ��-�l �l7 "CONSULTANT' Kosmont &Associates, Inc. A B 1 .- arry J. K mo Its: President t?CEO APPROVED AS TO FORM Richard L. Adams II Successor Agency Attorney ATTEST: Deborah A. Harrington Interim City Clerk r. Page 9 of 13 - EXHIBIT "A" SCOPE OF SERVICES Task 1: As-Needed Redevelopment Dissolution Assistance Consultant will assist City with correspondence with the DOF and supporting research and/or analysis pertaining to the previously prepared PMP and related redevelopment dissolution matters on an as-needed basis, as directed by the Client. In person meetings/presentations are limited to two during the one year term. i Page 10 of 13 r EXHIBIT "B" SCHEDULE OF COMPENSATION I. AMOUNT OF COMPENSATION. For performing and completing all services pursuant to Exhibit "A" Scope of Services, is a total amount not to exceed $25,000 (Twenty-five thousand dollars) per year plus reimbursable expense_ s which will be charged at cost. II. BILLING. At the end of each calendar month in which services are performed or expenses are incurred under this Agreement, Consultant shall submit an invoice to the Successor Agency at the following address: Successor Agency to CRA of the City of Grand Terrace 22795 Barton Road Grand Terrace, Ca 92313 The invoice submitted pursuant to this paragraph shall show the: 1) Purchase order number; 2) Project name/description; r 4 3) Name and hours worked by each person who performed services during the billing period; 4) The title/classification under which they were billed; 5) The hourly rate of pay; 6) Actual out-of-pocket expenses incurred in the performance of services; and, 7) Other such information as the Successor Agency may reasonably require. III. METHOD OF PAYMENT. Payment to Consultant for the compensation specified in Section I, above, shall be made after the Executive Director or designee determines that the billing submitted pursuant to Section II, above, accurately reflects work satisfactorily performed. Successor Agency shall pay Consultant within thirty (30) days there from. Page 11 of 13 EXHIBIT "C" The Consultant shall maintain throughout the duration of the term of the Agreement, liability insurance covering the Consultant and, with the exception of Professional Liability Insurance, designating City of Grand Terrace ("City") and Successor Agency including its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants, as additional insured against any and all claims resulting in injury or damage to persons or property (both real and personal) caused by any aspect of the Consultant's work, in amounts no less than the following and with such deductibles as are ordinary and reasonable in keeping with industry standards. It shall be stated, in the Additional Insured Endorsement, that the Consultant's insurance policies shall be primary as respects any claims related to or as the result of the Consultant's work. Any insurance, pooled coverage, or self-insurance maintained by the City and Successor Agency, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. Professional Liability Insurance $1,000,000/$2,000,000 General Liability: a. General Aggregate $2,000,000 b. Products Comp/Op Aggregate $2,000,000 C. Personal &Advertising Injury $1,000,000 d. Each Occurrence $1,000,000 e. Fire Damage (any one fire) $ 50,000 f. Medical Expense (any one person) $ 5,000 Workers'Compensation: a. Workers' Compensation Statutory Limits b. EL Each Accident $1,000,000 C. EL Disease - Policy Limit $1,000,000 d. EL Disease - Each Employee $1,000,000 Automobile Liability a. Any vehicle, combined single limit $1,000,000 The Consultant shall provide thirty (30) days advance notice to Successor Agency in the event of material changes or cancellation of any coverage. Certificates of insurance and additional insured endorsements shall be furnished to Successor Agency thirty (30) days prior to the effective date of this Agreement. Refusal to submit such certificates shall constitute a material breach of this Agreement entitling Successor Agency to any and all remedies at law or in equity, including termination of this Agreement. If proof of insurance required under this Agreement is not delivered as required or if such Page 12 of 13 insurance is canceled and not adequately replaced, Successor Agency shall have the _ right but not the duty to obtain replacement insurance and to charge the Consultant for any premium due for such coverage. Successor Agency has the option to deduct any such premium from the sums due to the Consultant. Insurance is to be placed with insurers authorized and admitted to write insurance in California and with a current A.M. Best's rating of A-:VII or better. Acceptance of insurance from a carrier with a rating lower than A-:VI I is subject to approval by City 's Risk Manager. Consultant shall immediately advise Successor Agency of any litigation that may affect these insurance policies. Page 13 of 13