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Corporation for Better Housing-2004-13 a � Professional Services Agreement ��S� This agreement made this =day of ,2004,between THE CITY OF GRAND TERRACE COMMUNITY REDEVELOPMENT AGENCY,having a principal place of business at 22795 Barton Road, Grand Terrace, CA 92313 (hereinafter the"Agency"), and Corporation for Better Housing, a qualified 501(c)(3)not-for-profit Consultant,having a principal place of business at 15490 Ventura Boulevard, Suite 210, Sherman Oaks, CA, 91403 (hereinafter the"Consultant")provides the following: 1.PURPOSE The Community Redevelopment Agency ("Agency")wishes to retain the services of the Corporation for Better Housing("Consultant")for preliminary development work necessary for the development of a low to moderate income senior housing project adjacent to Petta Park in Grand.Terrace, California. This agreement("Agreement")will serve as a contract between the Agency and Consultant to undertake the following activities: 1A. Market Study. The Consultant will retain such professional and other counsel necessary to prepare a market study for the construction of a low-to moderate income senior housing project in Grand Terrace, California. This study will be prepared and produced in accordance with methodologies and practices customarily associated with such work products, and will provide data that will allow the Consultant and Agency to better understand the competitive environment for such projects in the Inland Empire. 1B. Senior Citizen Survey. The Consultant will retain such professional or other counsel necessary to conduct in-person interviews with Grand Terrance residents who would qualify,or will qualify in the near term,to live in an age- and income-restricted senior housing project. The purpose of these interviews will be to identify features, amenities, and activities that would be of interest to those most likely to reside in a senior housing project in Grand Terrace. The results of the survey will be presented in a written form. Following the completion of the market study and the senior citizen survey,the Consultant will present the findings to the Agency and its redevelopment consultant, and discuss the implications for the space and use program and amenities for the proposed senior housing project. The Consultant shall not proceed to the next task until this meeting has taken place and the Agency has released the Consultant to begin work on Task 1 C. 1C. Space&Use Program. Following the review and approval of the market study and the senior citizen survey,the Consultant will proceed to prepare a proposed space and use program for a Grand Terrace senior housing project. This program should address the number, size, and kind of residential units; the size and features of the amenities; and the size and features of all auxiliary uses. The space and use program should be prepared and delivered in a format customary to such documents, and be suitable for transmission to an architect for the preparation of a conceptual design for the project. 1D. Project Proforma. In cooperation with the Agency's redevelopment consultant, Empire Development Solutions,the Consultant will prepare a project proforma itemizing the likely costs to plan, design, construct and operate a project consistent with the recommendations from the Space&Use Program. 1E.Budget and Time Schedule. The tasks 1A-1D shall be completed under the following budget and time schedule. Work Item Timeline By Budget 1A. Market Study. Weeks 1-4 Eliant, Inc. $ 9,000 1 B. Senior Citizen Survey. Weeks 1-8 GHS Consultants 15,000 CBH 5,000 1 C. Space and Use Program Weeks 8-12 CBH 5,000 1 D. Project Proforma Weeks 9-12 CBH 5,000 3$ 9,000 Contact Information Eliant, Inc. Annie Gerard, CRE Vice President 18 Technology Drive, Suite 200 Irvine, CA 92618 (949)753-1077 x15 GHS Consultants Mary Watson Gerontologist P.O. Box 6065 Irvine,CA 92616 (949)697-4278 Professional Services Agreement-Page 2 CBH Dave Ferguson Senior Vice President 15490 Ventura Blvd. Suite 210 Sherman Oaks, CA 91403 (818)905-2430 x15 2. TERM OF CONTRACT This agreement will become effective when signed by both parties and shall continue to be in effect for 120 days thereafter or until work is complete,whichever event comes first. If at 120 days from the start of the contract,the work is not complete, at such point the contract can be renewed for an additional 60 days if agreed upon by both parties. 3.INITIATION OF WORK All work to be completed as outlined in items 1A-1D will be initiated upon the signing of this Agreement by both parties. 4. RESPONSIBILITIES OF PARTIES --AGENCY Agency is responsible for: A. Providing on-going guidance and information necessary for the work of the Consultant B. Reviewing and approving the Consultant's work product in a timely fashion C. Paying Consultant outstanding invoices in an expeditious fashion. 5.RESPONSIBILITIES OF PARTIES -- CONSULTANT Consultant is responsible for: A. Acting upon the initiation of work and meeting the schedule and budget set by Agency B. Briefing and scheduling all sub-contractors and ensuring that the information gathered and work performed is adequate for, and appropriate to,the conceived project C. Reporting to and co-coordinating through the Agency redevelopment consultant,Empire Development Solutions (EDS). 6. COMPENSATION A budget and maximum fee for each task is outlined in the Budget and Time Schedule(IE)that includes the work of any subcontractors, all materials and services,travel, and the compensation of the Consultant corresponding with the delineated work. Any additional work which would cause the Budget and Time Schedule(M)to exceed the agreed upon budget must first be approved in writing by the Agency. All work by the Consultant's subcontractors shall be billed at cost;the Consultant will bill the Agency for its time at the rate of$200.00 per hour. Professional Services Agreement—Page 3 7. TERMINATION OF CONTRACT A. Termination The contract may be terminated by either party upon written notice to the other parry 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.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 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, and no liability attaches to Consultant irrespective of any negligence in the drawings or documents since Consultant may have corrected any defects. 8. 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. 9.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." Professional Services Agreement—Page 4 10. 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 State of California, satisfactory to Consultant, 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 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 in the amount of not less than one million dollars($1,000,000)per occurrence,per site,to protect it against all claims that may arise out of, or in any manner be related to, error and/or omissions in Consultant's work under this Agreement. Technical subconsultants shall have this insurance cover a period of at least two years subsequent to the completion and acceptance by Agency of all work under this agreement. 11. ERRORS AND OMISSIONS In the event of errors and omissions that are due to the negligence of Consultant that result in expense to the Agency greater than would have resulted if there were no negligence in the work accomplished by Consultant or subconsultants, additional design, construction and/or restoration expenses shall be borne by Consultant and/or subconsultants. Professional Services Agreement^-Page 5 12. REPRODUCTION OF DOCUMENTS A. Review Documents Consultant shall provide Agency, in the number reasonably required by Agency, all of Consultant's project documents for 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. 13. OWNERSHIP OF DOCUMENTS Consultant shall secure ownership of all drawings and project documents normal and customary in a private development and all rights to drawings and project documents shall be transferable from the Consultant to the Agency. 14.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. However, any such reuse may require fees to be paid to other parties. 15. 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. 16.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. Professional Services Agreement-Page 6 17. 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 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. The Agency likewise hereby indemnifies Consultant for any damage caused by or contributed to by the Agency, its agents, employees or like parties. 18. 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. 19. 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 is not reimbursable. 20.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. 21.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: Agen Consultant Community Redevelopment Agency Corporation for Better Housing of Grand Terrace, California Attn: Tom Schwab Attn: Dave Ferguson 22795 Barton Road 15490 Ventura Boulevard, Suite 210 Grand Terrace,CA 92313-5295 Sherman Oaks, CA 91403 22.MODIFICATIONS No alteration or variation of the terms of the contract shall be valid except as follows: Professional Services Agreement—Page 7 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 from the Agency. 23. 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, 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. 24. SEVERABILITY Should any provision of this Agreement be held unenforceable or invalid for any reason,the remaining provisions shall be unaffected by such holding. 25.LITIGATION EXPENSES The parties agree that,in the case of any dispute arising over the terms of this Agreement,the prevailing party shall be entitled to receive as a component of its recovery all of its costs and expenses of litigation(including,without limitation, costs of investigation, attorneys' fees and expenses, and court costs). 26. CAPTIONS The captions or headings of paragraphs in this Agreement are for convenience only and are not to be interpreted as controlling, or affecting the subject matter contained hereunder. 27.ENTIRE AGREEMENT This instrument contains the entire agreement of the parties relating to the rights granted and obligations assumed in this instrument and supersedes any and all other agreements, contracts or understandings between the parties. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. Professional Services Agreement-Page 8 IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written. COMMUNITY REDEVELOPMENT CORPORATION FOR BETTER HOUSING AGENCY OF GRAND TERRACE Thomas Schwab Davi Ferguson Executive Director of the Agency Senior Vice President -31-a 12 C�4 . Date Date Professional Services Agreement—Page 9