HomeMy WebLinkAboutRosenow Spevacek Group Inc.-2011-21 PROFESSIONAL SERVICES AGREEMENT
Rosenow Spevacek Group Inc.
Community Redevelopment Agency Fiscal Services
Required by the City of Grand Terrace
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into this 26th day of July, 2011, ("Effective Date") by and between the CITY OF
GRAND
TERRACE cCity"), a public k Group Inc.
("RSG"), he Co tmmunity ,Redevelopment Agency of the City of Grand TTerrace's fiscal
consultant.
1. Scope of Services. City agrees to retain and does hereby retain RSG and
RSG agrees to provide the services more particularly described in Exhibit"A", "Scope of
Services and Fees", attached hereto and incorporated herein by reference, in
conjunction with Animal Control and Housing Services ("Services").
2. Term. This Agreement shall be effective on the date first written above
unless otherwise provided in Exhibit "A" and the Agreement shall remain in effect until
January 26, 2012, unless otherwise terminated pursuant to the provisions herein, This
Agreement may be extended up to six months at the discretion of the City Manager.
3. Compensation/Payment. RSG shall perform the Services under this
Agreement for fees not to exceed $14,560, payable as the fiscal services are provided,
in accordance with the terms set forth in Exhibit "A". Said payment shall be made in
accordance with the City's usual accounting procedures upon receipt and approval of an
invoice setting forth the services performed. The invoices shall be delivered to the City
at the address set forth in Section 4 hereof.
4. Notices. Any notices required to be given hereunder shall be in writing and
shall be personally served or given by mail. Any notice given by mail shall be deemed
given when deposited in the United States Mail, certified and postage prepaid,
addressed to the party to be served as follows:
To City: To RSG:
City of Grand Terrace Rosenow Spevacek Group Inc.
Attn: Bernie Simon, Finance Director 309 West ta Ana,4th
C treet 92701-4502
22795 Barton Road
Grand Terrace, CA 92313
5. Prevailing Wage. If applicable, RSG and all subcontractors are required to
pay the general prevailing wage rates of per diem wages and overtime and holiday
wages determined by the Director of the Department of Industrial Relations under
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Section 1720 et seq. of the California Labor Code and implemented be the City Council
of the City. The Director's determination is on file and open to inspection in the office of
the City Clerk and is referred to and made a part hereof; the wage rates therein
ascertained, determined, and specified are referred to and made a part hereof as
though fully set forth herein.
6. Contract Administration. A designee of the City will be appointed to
administer this Agreement on behalf of the City and shall be referred to herein as
Contract Administrator.
7. Standard of Performance. While performing the Services, RSG shall
exercise the reasonable professional care and skill customarily exercised by reputable
members of RSG's profession practicing in the Metropolitan Southern California Area,
and shall use reasonable diligence and best judgment while exercising its professional
skill and expertise.
6. Personnel. RSG shall furnish all personnel necessary to perform the
Services and shall be responsible for their performance and compensation. RSG
recognizes that the qualifications and experience of the personnel to be used are vital to
professional and timely completion of the Services. The key personnel listed in Exhibit
"B" attached hereto and incorporated herein by this reference and assigned to perform
portions of the Services shall remain assigned through completion of the Services,
unless otherwise mutually agreed by the parties in writing, or caused by hardship or
resignation in which case substitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither party shall transfer any right,
interest, or obligation in or under this Agreement to any other entity without prior written
consent of the other party. In any event, no assignment shall be made unless the
assignee expressly assumes the obligations of assignor under this Agreement, in
writing satisfactory to the parties. RSG shall not subcontract any portion of the work
required by this Agreement without prior written approval by the responsible City's
Contract Administrator. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement, including without limitation, the
insurance obligations set forth in Section 12. RSG acknowledges that any transfer of
rights may require City Manager and/or City Council approval.
10. Independent Contractor. In the performance of this Agreement, RSG, and
RSG's employees, subcontractors and agents, shall act in an independent capacity as
independent contractors, and not as officers or employees of the City of Grand Terrace.
RSG acknowledges and agrees that City has no obligation to pay or withhold state or
federal taxes or to provide workers' compensation or unemployment insurance to RSG,
or to RSG's employees, subcontractors and agents. RSG, as an independent
contractor, shall be responsible for any and all taxes that apply to RSG as an employer.
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11. Indemnification.
11.1 Indemnity. Except as to the sole negligence or willful misconduct of the
City, RSG shall defend, indemnify and hold the City, and its officers, employees and
agents, harmless from any and all loss, damage, claim for damage, liability, expense or
cost, including attorneys' fees, which arises out of or is in any way connected with the
performance of work under this Agreement by RSG or any of the RSG's employees,
agents or subcontractors and from all claims by RSG's employees, subcontractors and
agents for compensation for services rendered to RSG in the performance of this
Agreement, notwithstanding that the City may have benefitted from their services. This
indemnification provision shall apply to any acts or omissions, willful misconduct or
negligent conduct, whether active or passive, on the part of RSG or of RSG's
employees, subcontractors or agents.
Except as to the sole negligence or willful misconduct of the RSG, City shall
defend, indemnify and hold the RSG, and its officers, employees and agents, harmless
from any and all loss, damage, claim for damage, liability, expense or cost, including
attorneys' fees, which arises out of or is in any way connected with the performance of
work under this Agreement by City. This indemnification provision shall apply to any
acts or omissions, willful misconduct or negligent conduct, whether active or passive, on
the part of City and its employees, subcontractors or agents.
12. Insurance.
12.1 General Provisions. Prior to the City's execution of this Agreement, RSG
shall provide satisfactory evidence of, and shall thereafter maintain during the term of
this Agreement, such insurance policies and coverages in the types, limits, forms and
ratings required herein. The rating and required insurance policies and coverages may
be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless
such modification is prohibited by law.
12.1.1 Limitations. These minimum amounts of coverage shall not constitute
any limitation or cap on RSG's indemnification obligations under Section 11 hereof.
12.1.2 Ratings. Any insurance policy or coverage provided by RSG or
subcontractors as required by this Agreement shall be deemed inadequate and a
material breach of this Agreement, unless such policy or coverage is issued by
insurance companies authorized to transact insurance business in the State of
California with a policy holder's rating of B+ or higher and a Financial Class of VII or
higher.
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12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days
prior written notification of intended cancellation has been given to City by certified or
registered mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employees and agents make no
representation that the types or limits of insurance specified to be carried by RSG
pursuant to this Agreement are adequate to protect RSG. If RSG believes that any
required insurance coverage is inadequate, RSG will obtain such additional insurance
coverage as RSG deems adequate, at RSG's sole expense.
12.2 Workers' Compensation Insurance: By executing this Agreement, RSG
certifies that RSG is aware of and will comply with Section 3700 of the Labor Code of
the State of California requiring every employer to be insured against liability for
workers' compensation, or to undertake self-insurance before commencing any of the
work. RSG shall carry the insurance or provide for self-insurance required by California
law to protect said RSG from claims under the Workers' Compensation Act. Prior to
City's execution of this Agreement, RSG shall file with City either (1) a certificate of
insurance showing that such insurance is in effect, or that RSG is self-insured for such
coverage, or (2) a certified statement that RSG has no employees, and acknowledging
that if RSG does employ any person, the necessary certificate of insurance will
immediately be filed with City. Any certificate filed with City shall provide that City will
be given ten (10) days prior written notice before modification or cancellation thereof.
12.3 Automobile Insurance. Prior to City's execution of this Agreement, RSG
shall obtain, and shall thereafter maintain during the term of this Agreement, automobile
liability insurance as required to insure RSG 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 by anyone directly or indirectly employed by,
connected with, or acting for or on behalf of RSG. The City, and its officers, employees
and agents, shall be named as additional insureds under the RSG's insurance policies.
12.3.1 RSG's automobile liability policy shall cover both bodily injury and property
damage in an amount not less than $500,000 per occurrence and an aggregate limit of
not less than $1,000,000. All of RSG's automobile and/or commercial general liability
insurance policies shall cover all vehicles used in connection with RSG's performance
of this Agreement, which vehicles shall include, but are not limited to, RSG owned
vehicles, RSG leased vehicles, RSG's employee vehicles, non-RSG owned vehicles
and hired vehicles.
12.3.2 Prior to City's execution of this Agreement, copies of insurance policies or
original certificates and additional insured endorsements evidencing the coverage
required by this Agreement, for automobile liability insurance, shall be filed with the City
and shall include the City and its officers, employees and agents, as additional insureds.
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Said policies shall be in the usual form of commercial general and automobile liability
insurance policies, but shall include the following provisions:
It is agreed that the City of Grand Terrace and its officers, employees and
agents, are added as additional insureds under this policy, solely for work
done by and on behalf of the named insured for the City of Grand Terrace.
12.4 Errors and Omissions Insurance. Prior to City's execution of this
Agreement, RSG shall obtain, and shall thereafter maintain during the term of this
Agreement, errors and omissions professional liability insurance in the minimum amount
of$1,000,000 to protect the City from claims resulting from the RSG's activities.
12.5 Subcontractors' Insurance. RSG shall require all of its subcontractors to
carry insurance, in an amount sufficient to cover the risk of injury, damage or foss, that
may be caused by the subcontractors' scope of work and activities provided in
furtherance of this Agreement, including, but without limitation, the following coverages:
Workers Compensation (except for a sole proprietor), Commercial General Liability, and
Automobile liability. Upon City's request, RSG shall provide the City with satisfactory
evidence that Subcontractors have obtained insurance policies and coverages required
by this section.
13. Business Tax. RSG is a municipal government and exempt from the City's
Business Tax.
14. Time of Essence. Time is of the essence for each and every provision of
this Agreement.
15. City's Right to Employ Other Consultants. City reserves the right to
employ other RSGs in connection with these Services.
16. Accounting Records. RSG shall maintain complete and accurate records
with respect to costs incurred under this Agreement. All such records shall be clearly
identifiable. RSG shall allow a representative of City during normal business hours to
examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. RSG shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of
three (3) years from the date of final payment under this Agreement.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures,
drawings, descriptions, computer program data, input record data, written information,
and other materials either created by or provided to RSG in connection with the
performance of this Agreement shall be held confidential by RSG, except as otherwise
directed by City's Contract Administrator. Nothing furnished to RSG which is otherwise
known to the RSG or is generally known, or has become known, to the related industry
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shall be deemed confidential. RSG shall not use City's name or insignia, photographs
of the Services, or any publicity pertaining to the Services in any magazine, trade paper,
newspaper, television or radio production, website, or other similar medium without the
prior written consent of the City.
18. Ownership of Documents. All contracts and invoices prepared under this
Agreement by RSG shall be and remain the property of City upon City's compensation
to RSG for its services as herein provided. RSG shall not release to others information
furnished by City without prior express written approval of City.
19. Conflict of Interest. RSG warrants that neither RSG, nor the individuals
listed in Exhibit "B" have any real property, business interests or income interests that
will be affected by this project or, alternatively, that RSG will file with the City an affidavit
disclosing any such interest.
20. Solicitation. RSG warrants that RSG has not employed or retained any
person or City to solicit or secure this Agreement, nor has it entered into any agreement
or understanding for a commission, percentage, brokerage, or contingent fee to be paid
to secure this Agreement. For breach of this warranty, City shall have the right to
terminate this Agreement without liability and pay RSG only for the value of work RSG
has actually performed, or, in its sole discretion, to deduct from the Agreement price or
otherwise recover from RSG the full amount of such commission, percentage,
brokerage or commission fee. The remedies specified in this section shall be in addition
to and not in lieu of those remedies otherwise specified in this Agreement.
21. General Compliance with Laws. RSG shall keep fully informed of federal,
state and local laws and ordinances and regulations which in any manner affect those
employed by RSG, or in any way affect the performance of services by RSG pursuant to
this Agreement. RSG shall at all times observe and comply with all such laws,
ordinances and regulations, and shall be solely responsible for any failure to comply
with all applicable laws, ordinances and regulations.
22. Amendments. This Agreement may be modified or amended only by a
written Agreement and/or change order executed by the RSG and City.
23. Termination. City and the RSG, by notifying the other party in writing, shall
have the right to terminate any or all of RSG's services and work covered by this
Agreement at any time. In the event of such termination, RSG may submit RSG's final
written statement of the amount of RSG's services as of the date of such termination
based upon the ratio that the work completed bears to the total work required to make
the report complete, subject to the City's rights under Sections 15 and 24 hereof. In
ascertaining the work actually rendered through the termination date, City shall consider
completed work, work in progress and complete and incomplete reports and other
documents only after delivered to City.
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r
23.1 Other than as stated below, City and RSG shall provide the other party thirty
(30) days prior written notice prior to termination.
23.2 City may terminate this Agreement upon fifteen (15) days written notice to
RSG, in the event:
23.2.1 RSG substantially fails to perform or materially breaches the Agreement;
or
23.2.2 City decides to abandon or postpone the Services.
24. Successors and Assigns. This Agreement shall be binding upon City and
its successors and assigns, and upon RSG and its permitted successors and assigns,
and shall not be assigned by RSG, either in whole or in part, except as otherwise
provided in paragraph 9 of this Agreement.
25. Venue and Attorneys' Fees. Any action at law or in equity brought by
either of the parties hereto for the purpose of enforcing a right or rights provided for by
this Agreement shall be tried in a court of competent jurisdiction in the County of San
Bernardino, State of California, and the parties hereby waive all provisions of law
providing for a change of venue in such proceedings to any other county. In the event
either party hereto shall bring suit to enforce any term of this Agreement or to recover
any damages for and on account of the breach of any term or condition of this
Agreement, it is mutually agreed that the prevailing party in such action shall recover all
costs thereof, including reasonable attorneys' fees, to be set by the court in such action.
26. Nondiscrimination. During RSG's performance of this Agreement, RSG
shall not discriminate on the grounds of race, religious creed, color, national origin,
ancestry, age, physical disability, mental disability, medical condition, including the
medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition
related thereto, marital status, sex, or sexual orientation, in the selection and retention
of employees and subcontractors and the procurement of materials and equipment,
except as provided in Section 12940 of the California Government Code. Further, RSG
agrees to conform to the requirements of the Americans with Disabilities Act in the
performance of this Agreement.
27. Severability. Each provision, term, condition, covenant and/or restriction,
in whole and in part, of this Agreement shall be considered severable. In the event any
provision, term, condition, covenant and/or restriction, in whole and/or in part, of this
Agreement is declared invalid, unconstitutional, or void for any reason, such provision or
part thereof shall be severed from this Agreement and shall not affect any other
provision, term, condition, covenant and/or restriction of this Agreement, and the
remainder of the Agreement shall continue in full force and effect.
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28. Authority: The individuals executing this Agreement and the instruments
referenced herein on behalf of RSG each represent and warrant that they have the legal
power, right and actual authority to bind RSG to the terms and conditions hereof and
thereof.
29. Entire Agreement This Agreement constitutes the final, complete, and
exclusive statement of the terms of the agreement between the parties pertaining to the
subject matter of this Agreement, and supersedes all prior and contemporaneous
understandings or agreements of the parties. Neither party has been induced to enter
into this Agreement by, and neither party is relying on, any representation or warranty
outside those expressly set forth in this Agreement.
30. Interpretation. City and RSG acknowledge and agree that this Agreement is
the product of mutual arms-length negotiations and accordingly, the rule of construction,
which provides that the ambiguities in a document shall be construed against the drafter
of that document, shall have no application to the interpretation and enforcement of this
Agreement.
30.1 Titles and captions are for convenience of reference only and do not
define, describe or limit the scope or the intent of the Agreement or any of its terms.
Reference to section numbers are to sections in the Agreement unless expressly stated
otherwise.
30.2 This Agreement shall be governed by and construed in accordance with
the laws of the State of California in effect at the time of the execution of this
Agreement.
31.3 In the event of a conflict between the body of this Agreement and Exhibit
"A" hereto, the terms contained in Exhibit "A" shall be controlling.
32. Exhibits. The following exhibits attached hereto are incorporated herein to
this Agreement by this reference:
Exhibit"A" — Scope of Work, Schedule, and Fees
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IN WITNESS WHEREOF City and RSG have caused this Agreement to be duly
executed the day and year first above written.
CITY OF GRAND TERRACE,
A Public Entity
By:
By. .Ci�City a ger Principal, RSG
APPROVED AS TO FORM: APPROVED AS TO FORM:
2 By:
City gney Rosenow Spevacek Group Inc.
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EXHIBIT "A"
RSG SCOPE OF SERVICES, SCHEDULE, AND FEES
INTELLIGENT COMMUNITY DEVELOPMENT ROSENOW SPEVACEK GROUP INC. T 714 541 4585
309 WEST 4TH STREET F 714 5411175
SANTA ANA, CALIFORNIA E INFO 4WEBRSG.COM
9 2 701-4 50 2 WEBRSG.COM
July 6, 2011 Via Electronic Mail
Betsy M. Adams, City Manager
CITY OF GRAND TERRACE
22795 Barton Road
Grand Terrace, CA 92323-5295
PROPOSAL FOR CONSULTING SERVICES
Dear Betsy:
At your request, RSG has prepared this brief fee estimate to assist the City continue the
existence of the City of Grand Terrace Redevelopment Agency during the current suspension
period as a result of the states enactment of AB x1 26 & 27. Until the City Council enacts a
continuing ordinance,which in part establishes a new financial obligation to assist the state fund
schools, fire districts and transit districts, the Redevelopment Agency is subject to the
Dissolution Act provisions of AB x1 26 that terminates most activities including entering into new
contracts even for redevelopment work associated with the dissolution or continuing activities.
As such, this proposal is directed to the City who would undertake certain redevelopment
activities on behalf of the Redevelopment Agency.
Our scope of services includes the following activities:
1. Prepare Updated Agency Cash Flows: The Agency and City need to understand the
capabilities of handling the new remittances required under AB x1 27, including where
available funds may be located, the implications on programs or projects that were
planned or proposed, and the overall financial viability of the Agency to function going
forward. RSG is recommending 5-10 year cash flows for each Agency fund for this
purpose.
2. Present Agency Cash Flows on July 26 City Council Meeting: RSG would present the
fiscal implications of AB x1 26/27 at the City Council's meeting on July 26, as part of the
consideration of the continuing ordinance.
3. Prepare Amended 2008-09 State Controller's Report: RSG is aware of the fact that the
County Auditor-Controller's error in the apportionment of property tax increment
revenues in 2008-09 and 2009-10 have led to overstated reports of actual receipts, for
which the Agency is working with the affected parties to correct. Since the 2008-09
State Controller's Report provides the basis for computing the Agency's 2011-12
community remittance payment if the City Council enacts the continuing ordinance,
REDEVELOPMENT PLANNING
REAL ESTATE ECONOMICS
HOUSING
p !NANCMG
q+pge 10 of 12 REAL ESTATE ACQUISITION
MBA'ICUME-1nemNBLLCGLS-1\TempO$ 8U LF3tly5MNOrtele ECONOMIC DEVELOPMENT
GOVERNMENT SERVICES
Betsy M. Adams, City Manager
CITY OF GRAND TERRACE
July 6, 2011
Page 2
correcting this report will be critical and save the Agency as much as$1.0 million based
on preliminary estimates.
4. CJUSD Pass Throuoh Payments: Each year, RSG provides the Agency with an
estimated payment for CJUSD. It was agreed that beginning this year, RSG would
expand this work and provide more worksheets and materials to show CJUSD how the
payments are computed and how the funds may be used.
5. Statutory Pass Throuoh Payments: The Agency has been annually remitting statutory
taxing agency payments to the City General Fund, ERAF, and the Community College
District. In September 2010, the state Attorney General issued an opinion modifying the
methodology that these payments are computed. The overpayment referenced in item 4
above must also be considered in these calculations for 2010-11.
6. Analyze and Assemble Appeal Information: The City may have three bases for
appealing the estimated $2.8 million community remittance payment: overstated and
incorrect 2008-09 data which affects the City's share of the total amount sought from
redevelopment agencies statewide, a decline in tax increment revenues in the past few
years, and an increase in tax allocation bond debt since 2008-09. RSG would work with
staff and the City's advocates on the appeal to compute these amounts and provide
exhibits to support the appeal.
7. Other services as directed by staff: RSG may be needed to assist staff in presenting the
appeal in person to Department of Finance staff, most of whom have little knowledge or
background in local redevelopment matters. Jim Simon, or Ya-yin Isle (an Associate
based in Sacramento) are available to assist. Other services may also be needed — as
the interpretation of these bills becomes clearer.
Our budget for this work totals $14,560, which would be billed on a time and materials basis.
The graphic below summarizes the breakdown by task:
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•
Betsy M. Adams, City Manager
CITY OF GRAND TERRACE
July 6, 2011
Page 3
Initial List of As-Needed Consulting Services
CITY OF GRAND TERRACE
July 1,2011
Item Description Consultant Hours by Task Total Hours Total Fees
Principal Annriate Analyst
$195 $140 $100
1 Update Agency Cash Flows 6 4 12 24 $ 3.320
2 Present Cash Flow on 7/28 4 0 0 4 $ 780
3 Prepare Amended 2008-09 State 5 2 12 19 $ 2,455
Controller's Report
4 CJUSD Pass Through Payments 1 3 8 12 $ 1,415
5 Statutory Pass Through Payments 2 3 6 11 $ 1,410
6 Analyze and Assemble Appeal 4 4 3 11 $ 1,640
information
7 Other services as directed by staff 12 5 5 22 $ 3,540
Total 103 $ 14,560
We hope this information is helpful and are available to answer any questions you may have.
Sincerely,
ROSENOW SPEVACEK GROUP, INC.
Jim Simon
Principal
cc: Alexa Smittle, RSG
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