HomeMy WebLinkAboutRosenow Spevacek Group, Inc.-2012-14 AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT("Agreement") is made as of this_12th_day of
June ,2012 by and between the CITY OF GRAND TERRACE("City") and
Rosenow Spevacek Group, Inc. ("Consultant").
1. CONSULTANTS 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 term of this Agreement shall be from the
effective date pursuant to Paragraph"38" of this Agreement and shall end on
June 30,2013 or when the work is satisfactorily completed,whichever occurs
first, unless extended by a supplemental agreement.
3. FAMILIARITY WITH WORK. By execution of this Agreement, Consultant
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.
4. PAYMENT FOR SERVICES. City 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
$ 13,500.00 (thirteen thousand five hundred2 as set forth in Attachment `B,"
unless the CITY has given specific advance approval in writing.
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 Jim Simon
Principal as the Consultant Representative, and said Representative shall be
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responsible for job performance,negotiations, contractual matters, and
coordination with the City. Consultant's professional services shall be actually
performed by, or shall be immediately supervised by,the Consultant
Representative.
7. HOLD HARMLESS; INDEMNIFICATION. Consultant hereby agrees to
protect, indemnify and hold City 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 arising in
favor of any party, including claims, liens, debts, personal injuries, including
employees of the City, death or damages to property (including property of the
City)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 or the City or to enlarge in any way the
Consultant's liability but is intended solely to provide for indemnification of the
City for liability for damages or injuries to third persons or property arising from
Consultant's negligent performance hereunder.
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 00 01 11 85 or 88 executed by Consultant's insurer and in a form
approved by,the City's City Attorney.
9. LICENSES, PERMITS, AND FEES. Consultant shall obtain a City 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. City 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 City. Consultant is not
an agent or employee of City, and is not entitled to participate in any pension
plan, insurance,bonus or similar benefits City provides for its employees.
Consultant shall be responsible to pay and hold City 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 Agreement without written approval of City is prohibited and shall be null
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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 City.
13. CONFIDENTIALITY. Employees of Consultant in the course of their duties may
have access to financial, accounting, statistical,and personnel data of private
individuals and employees of City. 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 City. City shall
grant such authorization if disclosure is required by law. All City data shall be
returned to City 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.
City shall have free access at all reasonable times to such records, and the right to
examine and audit the same and to make transcripts there from, 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 City without restriction or limitation upon its use or dissemination
by City. Such Material shall not be the subject of a copyright application by
Consultant. Any re-use by City of any such materials on any project other than
the project for which they were prepared shall be at the sole risk of City unless
City compensates Consultant for such use. Such work product shall be
transmitted to City 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:
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City: Betsy Adams, City Manager
City of Grand Terrace
22795 Barton Road
Grand Terrace, Ca 92313
Consultant: Rosenow Spevack Group, Inc.
[Jim Simon, Principal]
309 West 4ih Street
Santa Ana, CA 92701
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 City 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. City 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 City 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 Employees Retirement System("PERS") to be eligible for
enrollment in PERS as an employee of the City, Consultant shall indemnify,
defend, and hold harmless City 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.
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
become entitled to, and hereby agree to waive any claims to, any compensation,
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benefit,or any incident of employment by City, including but not limited to
eligibility to enroll in PERS as an employee of City and entitlement to any
contribution to be paid by City 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 City hereunder, Consultant is designated in said Conflict of Interest
Code and is therefore required to file an Economic Interest Statement(Form 700)
with the City Clerk, 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 a part 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 City and make them accessible for audit or examination for a
period of three years after final payments are issued and other pending matters.
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.
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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. City may terminate this Agreement at any time,with
or without cause, in its sole discretion, with thirty (30) days written notice.
32. EFFECT OF TERMINATION. Upon termination as stated in Paragraph"31" of
this Agreement, City 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 City'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 attomey'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
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
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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. EFFECTIVE DATE. The effective date of this Agreement is the date the Notice
to Proceed is received by Consultant,and shall remain in full force and effect until
amended or terminated.
Dated: , 2 /Z "CITY"
By: �:
Betsy Adams, ty Manager
Dated: "CONSULTANT"
By:
APPROVED AS TO FORM:
Richard L.Adams II.,City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
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RSG
INTELLIGENT COMMUNITY DEVELOPMENT ROSENOW SPEVACEK GROUP INC. T 714 5914585
309 WEST 9TH STREET F 714 5911175
SANTA ANA, CALIFORNIA E INFO aWEBRSG.COM
'92 701-9 502 WEBRSG.COM
May 23, 2012 Via Electronic Mail
Bernie Simon, Finance Director
CITY OF GRAND TERRACE
22795 Barton Road
Grand Terrace, CA 92323
SCOPE AND FEE PROPOSAL FOR FINANCIAL ADMINISTRATIVE SERVCIES
Dear Bernie:
At your request, RSG prepared this brief scope of services to assist the Finance Department of
the City of Grand Terrace carryout certain reporting and operational activities associated with
the former Community Redevelopment Agency of the City of Grand Terrace. The scope of the
engagement would incorporate the following three components:
1. Preparation of the annual report to the legislative body, State Controller, and/or
Department of Housing and Community Development as may be required under state
law following the Dissolution Act of 2011.
2. Calculation and verification of pass through payments from tax increment revenue and
any pertinent Redevelopment Property Tax Trust Fund disbursements for the period
beginning July 1, 2011.
3. Verification of tax increment revenue apportionments by the San Bernardino County
Auditor Controller for the period beginning July 1, 2011.
While other activities may be assigned, all work hereunder would be directed by staff on an as-
needed basis. Details of our scope of services are provided below, followed by our fee estimate
and fee schedule. Please note that while our billing rates increased for the first time in four
years in 2012, RSG has elected not to apply the new fee schedule for Grand Terrace given our
long-standing relationship and the City's particularly difficult fiscal position.
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SCOPE OF SERVICES
RSG's scope of services entails the following components:
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COMMUNITY INVESTMENT B IMPROVEMENT
LOCAL GOVERNMENT SOLUTIONS
' FINANCIAL ANALYSIS
MOommenls and Settingejslmon\Desktop1Gand Terrace Finance 05-12 aocx REAL ESTATE&DEVELOPMENT
HOUSING
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Bernie Simon, Finance Director
CITY OF GRAND TERRACE
May 23, 2012
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1. Verification of Tax Increment Apportionments
Staff has been advised that there is the potential of an overpayment of property tax
increment revenue in 2011-12 based on what has occurred in other jurisdictions, despite
an audit that surfaced and resolved this issue in the prior year. The City may be liable
for these overpayments as the Successor Agency, so it will be important to verity the
accuracy of 2011-12 apportionments by reviewing scheduled gross and adjusted tax
increment payments since the start of the fiscal year in comparison to the terms and
conditions of the pass through agreements, the redevelopment plan and applicable
Health and Safety Code provisions. A report would be prepared to present our findings
and conclusions.
2. Pass Through Audit
Until its dissolution, the CRA was responsible for remitting pass through payments to the
Colton Joint Unified School District, the San Bernardino Community College District, the
City of Grand Terrace, and the Educational Revenue Augmentation Fund. Additionally,
the Agency customarily monitored calculations by the County of San Bernardino Auditor
Controller, who had been prone to making errors on other taxing agency payments.
A. Review 2011-12 Pass Through Calculations by the County of San Bernardino.
Though the CRA no longer exists, it is important to ensure that all potential liabilities
have been accounted for, particularly since the CRA had erroneously failed to make
timely payments to CJUSD. The County retained the services of an outside
consultant to compute payments for the period beginning February 1, 2012, but it is
unclear to the City if the payments encompass the entire amounts due prior to that
date.
B. Compute and prepare remittance documentation for any additional pass through
payments as required.
3. Annual Report
The Health and Safety Code requirements for an annual report on redevelopment and
affordable housing activities were not removed from the Code with the enactment of the
Dissolution Act, and some state officials have indicated that some or all components of
the annual report may be required irrespective of the fact that a redevelopment agency
no longer exists. This may be particularly true with respect to the monitoring of
affordable housing obligations, which can generally be required annually for as many as
55 years.
Customarily prepared by December of each year, it is unclear how limited such an
annual report would be following the dissolution of the Grand Terrace CRA on February
1, 2012, but it could include the following components:
A. Report to HCD of Housing Activities, including schedules on both financial activities
and program changes for affordable housing in the jurisdiction of the former CRA.
Bernie Simon, Finance Director
CITY OF GRAND TERRACE
May 23, 2012
Page 3
B. Report of Financial Transactions to State Controller, consisting of worksheets
summarizing and reorganizing data from the annual audit report and the CRA's
financial statements. It remains unclear what form of annual report, if any may be
required of the Successor Agency but it is presumed that it will be roughly similar to
the recent CRA reports.
C. Report to the Legislative Body, which incorporates components of the above
information as well as other statistics associated with assets held by the former CRA,
accomplishments with project expenditures, and other information.
4. Other Work as Directed by Staff
ENGAGEMENT BUDGET AND BILLING RATES
RSG is proposing a budget of $13,500 for all services
outlined herein, consistent with our budget for this work Principal / Director $195
in prior years. The actual costs will be charged on a Senior Associate $160
time-and-materials basis, with all work directed by the Associate $140
City Manager, Finance Director or Community Senior Analyst $110
Development Director. Our fee schedule is reflects our Analyst $100
2008 billing rates, and does not include the increase that Research Assistant $90
went into effect in February 2012. Technician $70
Clerical $60
RSG does not charge clients for travel or mileage
(except direct costs related to field work/surveys), Reimbursables Cost + 10%
parking, standard telephone/fax expenses, general
postage or incidental copies. However, we do charge
for messenger services, overnight shipping/express mail costs and teleconferencing services.
We also charge for copies of reports, documents, notices, and support material in excess of five
(5) copies. These costs are charged back at the actual expense plus a 10% surcharge.
RSG issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance.
Invoices identify tasks completed to date, hours expended and the hourly rate.
Please let us know if you have any questions. We look forward to assisting the City.
Sincerely
ROSENOW SPEVACEK GROUP, INC.
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Jim Simon
Principal
EXHIBIT "B"
SCHEDULE OF COMPENSATION
AMOUNT OF COMPENSATION. For performing and completing all services
pursuant to Exhibit"A" Scope of Services, is $ (see Exhibit A)per hour for a
total amount not to exceed 13,500.00.
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 City at the following address:
Bernie Simon, Finance Director
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;
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 City may reasonably require.
III. METHOD OF PAYMENT. Payment to Consultant for the compensation
specified in Section I, above, shall be made after the City Manager or designee
determines that the billing submitted pursuant to Section II, above,accurately
reflects work satisfactorily performed. City shall pay Consultant within thirty
(30)days there from.
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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 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, 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 $1,000,000
b. Products Comp/Op Aggregate $1,000,000
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:
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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 City in the event of
material changes or cancellation of any coverage. Certificates of insurance and
additional insured endorsements shall be furnished to City 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 City 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 insurance is canceled and not
adequately replaced, City shall have the right but not the duty to obtain replacement
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insurance and to charge the Consultant for any premium due for such coverage. City 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-:VII is subject to approval by City's
Risk Manager. Consultant shall immediately advise City of any litigation that may affect
these insurance policies.
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