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HomeMy WebLinkAboutRosenow Spevacek Group, Inc-2010-20 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into this 1st day of July, 2010, by and between the CITY OF GRAND TERRACE REDEVELOPMENT AGENCY (hereinafter referred to as "CLIENT") and the Rosenow Spevacek Group, Inc. (hereinafter referred to as "CONSULTANT"). WITNESSETH The parties hereto do agree as follows: SECTION 1. RECITALS. This Agreement is made and entered into with respect to the following facts: (a) The CLIENT desires to undertake certain activities pursuant to Division 24 of the Health and Safety Code (the "Act") necessary for the planning, development and execution of projects thereunder; and (b) The CLIENT desires a highly qualified CONSULTANT to provide technical assistance in the area of redevelopment consulting; and (c) The CONSULTANT represents that it is qualified to perform such services and has agreed to do so pursuant to this Agreement; and (d) The CLIENT desires to contract with the CONSULTANT on the basis of the following terms and conditions. SECTION 2. EMPLOYMENT. The CLIENT hereby employs the CONSULTANT and the CONSULTANT hereby accepts such employment, as CONSULTANT to the CLIENT, for purposes of providing annual redevelopment administrative services as described in Section 3 herein. SECTION 3. SCOPE OF SERVICES. The CONSULTANT will diligently perform the tasks and prepare the documents necessary for the Grand Terrace Community Redevelopment Project, consisting of 1) monitoring periodic remittances of tax increment revenue apportioned by the office of the Auditor Controller of the County of San Bernardino, 2) annual statement of indebtedness, 3) annual pass through payment report. 4) computation of annual pass through payments due, and 5) completion of the Agency's annual report to the State Controller, Department of Housing and Community Development, and the City Council. SECTION 4. TERM. The term of this Agreement shall be the period from the date of this Agreement as first shown above until December 31, 2011 or until its abandonment by the CLIENT, whichever occurs first. The schedule of performance shall be as outlined In the preliminary schedule prepared by the CONSULTANT. If necessary, the schedule may be modified upon approval of the CLIENT staff. SECTION 5. CONSULTANT PROJECT TEAM. Jim Simon, Principal and Project Manager, will be designated as the responsible party for the CONSULTANT. Other CONSULTANT staff may be assigned as needed. Page 1of5 SECTION 6. COMPENSATION. The CONSULTANT will perform those tasks and deliver the products pursuant to Section 3 of this AGREEMENT for fee not to exceed THIRTEEN THOUSAND FIVE HUNDRED DOLLARS ($13,750). Said fee shall include the costs of maintaining a business license with the City of Grand Terrace. Reimbursable expenses shall mean necessary out-of-pocket expenses incurred by the CONSULTANT in the performance of this Agreement for postage, printing and duplication costs, and messenger costs. Reimbursable expenses shall be billable at the actual costs reasonably incurred therefor plus a 10% surcharge. Within ten (10) days after the last day of any month, the CONSULTANT shall submit an invoice to the CLIENT itemizing tasks performed and related reimbursable expenses. The hourly rates for professional services rendered pursuant to this Agreement shall be those presented below. Principal/Director $ 195 Senior Associate $ 160 Associate $ 140 Senior Analyst $ 110 Analyst $ 100 Research Assistant $ 90 Technician $ 70 Clerical $ 60 SECTION 7. PAYMENT PERIOD. The CLIENT shall review the invoices submitted by CONSULTANT to determine whether the nature and extent of the services performed are consistent with this Agreement. Payment shall be made within thirty-five (35) days following receipt of the invoice by the CLIENT or CLIENT shall give to CONSULTANT a written notice objecting to charges, including a statement of reasons for such objections. SECTION 8. RIGHT OF TERMINATION. This Agreement may be terminated by the CLIENT, with or without cause, in its sole discretion, on ten (10) days written notice to the CONSULTANT. In such event, the CONSULTANT shall, on the CLIENT's request, promptly surrender to the CLIENT all completed work and work in progress, and all materials, records, and notes procured or produced pursuant to this Agreement. The CONSULTANT may retain copies of such work products as a part of its record of professional activity. The CONSULTANT is cognizant of the fact that all information and material obtained by the CONSULTANT from the CLIENT during the performance of this Agreement shall be treated as strictly confidential, and shall not be used by the CONSULTANT for any purpose other than the performance of this Agreement. The CONSULTANT shall be reimbursed for all expenses incurred to the date of termination. SECTION 9. REPORTS AND DOCUMENTS. All reports, agreements and other documents prepared by the CONSULTANT pursuant to this Agreement are the property of the CLIENT and shall be turned over to the CLIENT upon expiration or termination of this Agreement. The CLIENT may use, duplicate, disclose, and/or disseminate. in whole or in part, in any manner it deems appropriate, all papers, writings, documents, reports and other materials of whatever kind prepared, produced or procured in the performance of this Agreement, which are delivered to or acquired by CLIENT. Page 2 of 5 r ISM" SECTION 10. INDEPENDENT CONTRACTOR. The parties hereby acknowledge that the CONSULTANT is an independent contractor and shall not be considered to be an employee of the CLIENT. SECTION 11. INDEMNITY. CONSULTANT hereby agrees to and does indemnify, defend and hold harmless the CLIENT, and any and all of their respective officers, employees, and representatives from any and all claims, liabilities and expenses, including attorney fees and costs that arise out of CONSULTANTS performance of this Agreement. However, if the CONSULTANT is joined in any legal action taken against the CLIENT except actions based on the negligent or wrongful acts of the CONSULTANT, the CLIENT will indemnify, defend and hold harmless the CONSULTANT. SECTION 12. NOTICES. Notices pursuant to this Agreement shall be given by personal service or by deposit of the same in the custody of the United States Postal Service, postage prepaid, addressed as follows: TO CLIENT: Bernie Simon, Finance Director CITY OF GRAND TERRACE 22795 Barton Road Grand Terrace, CA 92323-5295 TO CONSULTANT: Rosenow Spevacek Group, Inc. 309 West 4th Street Santa Ana, CA 92701-4502 Notices shall be deemed to be given as of the date of personal service, or two (2) days following the deposit of the same in the course of transmission of the United States Postal Service. SECTION 13. BINDING EFFECT. This Agreement shall be binding upon the parties hereto and their successors in interest. SECTION 14. ASSIGNMENT. CONSULTANT shall not be permitted to assign any of its rights or obligations hereunder, except to subconsultants as approved by the CLIENT and except for the payment of funds due from the CLIENT, without prior written consent of the CLIENT. The consent of the CLIENT to an assignment shall not be unreasonably withheld, but prior to approving any assignment involving the performance of any obligations pursuant to this Agreement, the CLIENT shall be satisfied by competent evidence that the assignee is financially able and technically qualified to perform those services proposed to be assigned. In the event of such assignment, the CLIENT may condition the same so as to ensure compliance with the provisions of this Agreement. SECTION 15. COMPLIANCE WITH LAWS. CONSULTANT shall comply with all applicable laws in performing its obligations under this Agreement. SECTION 16. CONFIDENTIALITY. Information and materials obtained by the CONSULTANT from the CLIENT during the performances of this Agreement shall be treated as strictly confidential, and shall not be used by the CONSULTANT for any purpose other than the performance of this Agreement. Page3of5 SECTION 17. CONSULTANT'S LIABILITY AND INSURANCE, PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. The CONSULTANT shall assume all responsibility for damages to property or injuries to persons, including accidental death, which may be caused by the CONSULTANT'S performance of a contract, whether such performance be by himself, his subcontractor, or anyone directly or indirectly employed by him and whether such damage shall accrue or be discovered before or after termination of contract. The CLIENT shall be provided a certificate of insurance verifying the CONSULTANT'S liability insurance coverage. SECTION 18. WORKERS' COMPENSATION INSURANCE. The CONSULTANT agrees to maintain at its expense, during the term of this Agreement, all necessary insurance for its employees engaged in the performance of this Agreement, including, but not limited to, workers' compensation insurance, and to provide the CLIENT with satisfactory evidence of such insurance coverage upon the CLIENT'S request. SECTION 19. DISCRIMINATION. The CONSULTANT agrees that no person shall be excluded from employment in the performance of this Agreement on grounds of race, creed, color, sex, age, marital status, or place of national origin. In this connection, the CONSULTANT agrees to comply with all County, State and Federal laws relating to equal employment opportunity rights. SECTION 20. WAIVER. The failure of either party to enforce any term or provision of this agreement shall not constitute a waiver of the right to enforce the same term or provision or any other term or provision thereafter. SECTION 21. SEVERABILITY. In the event any clause, sentence term, condition, or provision of this agreement shall be held by any court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason, the remaining portions of this agreement shall nonetheless remain in full force and effect. SECTION 22. CONSUMMATION. The parties agree to execute all instruments and documents and to take all actions require to facilitate and effectuate this agreement. SECTION 23. JURISDICTION AND VENUE. This agreement and its terms and conditions shall be considered, review and decided in accordance with the law of the State of California. The negotiations, terms and final agreement were made and entered into in the County of Orange. Performance of this agreement is deemed to have happened in the County of Orange. If a legal dispute occurs over the terms and conditions of this agreement, including its enforcement, the venue for redress of such claims will be in the County of Orange, State of California. SECTION 24. AMENDMENT. No amendment or modification of this agreement shall be valid or binding upon the parties unless made in writing and duly signed on behalf of each of the parties by their respective authorized representatives. SECTION 25. RECOVERY OF LITIGATION COSTS. If any legal or equitable action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party in such action or proceeding shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding in addition to any other relief to which such party may be entitled. Page 4 of 5 SECTION 26. ENTIRE AGREEMENT. This document constitutes the sole and entire agreement between the parties with respect to the rendering of Professional Services and/or an amendment to a professional services agreement. Any and all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, with respect to the subject matter hereof, are hereby superseded. IN WITNESS WHEREOF, this Agreement has been duly authorized and executed by the parties hereto on the day and year first herein above written. CITY OF GRAND TERRACE REDEVELOPMENT AGENCY iir /2 ATTEST: ry� YI£CiL/i ROSENOW SPEVACEK GROUP, INC. By: Jim Simon, Principal/Corp. Secr. By: Felise Acosta, Vice President Page 5of5