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HomeMy WebLinkAboutContracts & Agreements_35-2000_CCv0001.pdf s i.. I'Zdbt7C'Ftttr%P7e.c ;`Z;".d i;IY€-'t7'E ECo?itimZvS David 0. Susan h,1.Coouzoi,i 1301 Dove Street,Suite 600 Tel( 49) 55-1500 Mitchel{M eu,.Ivr Newport Beach,CA 9_2660 Fax 1`49)955-1590 Bei_i min EDoh'lika Omit P,F rcludenbcrger AGREEMENT FOR CONSULTING SERVICES Andrea R, l}o ess THIS AGREEMENT is made and entered into this 4th day of April ,2000,by and between City of Redlands, "Client",and DTA herein after called"Consultant." The Client and the Consultant in consideration of the mutual promises and conditions herein contained agree as follows. ARTICLE I TERM OF CONTRACT Section 1.1 This agreement shall become effective on the date stated above and will continue in effect until the earlier of(i)that day when the services provided for herein have been performed or(ii)until terminated as providedin Article 6 below. ARTICLE II SERVICES TO BE PERFORMED BV CONSULTANT Section 2.1 Consultant agrees to perform the professional services for the Client and to deliver the work products to the Client as described in the Scope of Work statement attached as Exhibit"A"hereto. Such professional services and work products,as from time to time modified in accordance with Section 2.3 hereof, are collectively referred to as the "Consulting Services." Section 2.2 Consultant will determine the method, details and means of performing the Consulting Services. Consultant may, at Consultant's own expense, employ such assistance as it deems necessary to perforin the Consulting Services required by Client under this Agreement. Consultant shall conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the Client, other than normal contract monitoring. Section 2.3 Any proposed changes in the Consulting Services hereunder shall be submitted to the other party hereto, and any such changes agreed to by the parties shall be reflected in an amendment to the Scope of Work attached as Exhibit "A" in accordance with Section 7.2 hereto. Section 2.4 Nothing in this Agreement shall give the Consultant possession of authority with respect to any Client decision beyond the rendition of information, advice, recommendation or counsel. ARTICLE III COMPENSATION Section 3.1 Client agrees to pay Consultant for its Consulting Services a professional fee computed according to the Fee Schedule attached as Exhibit "B" hereto. Section 3.2 The Client shall reimburse the Consultant for Consultant's out-of-pocket expenses plus a 15% administrative charge. Expenses shall include all actual expenditures made by Consultant in the performance of any Consulting Services under-taken pursuant to the Agreement, including, without limitation, the following expenditures: (a) Cost of clerical assistance @ $35.00 per hour, including typing, collation, printing and copying, plus copier and photography costs, including photographic reproduction of drawings and documents. (b) Transportation costs, including the use of personal automobiles at 35 cents per mile, rental vehicles and regularly scheduled commercial airline ticket costs. (c) Courier services, facsimile, and telephone expenses. Section 3.3 On or about the first two weeks of each month during which Consulting Services are rendered hereunder, Consultant shall present to Client an invoice covering the current Consulting Services performed and the reimbursable expenses incurred pursuant to this Agreement and exhibits thereto. Such invoices shall be paid by Client within forty-five (45) days of the date of each invoice. A 1.2% charge may be imposed against accounts which are not paid within 45 days of the date of each invoice. Section 3.4 The maximum total fee amount set forth in Exhibit "B" may be increased as a result of any expansion of the Consulting Services to be rendered hereunder pursuant to Section 2.3 or as provided in Exhibit "A" hereto. Section 3.5 Records of the Consultant's costs relating to (i) the Consulting Services performed under this Agreement and (ii)reimbursable expenses shall be kept and shall be available to the Client or to Client's authorized representative at reasonable intervals during normal business hours. ARTICLE IV OTHER OBLIGATIONS OF CONSULTANT Section 4.1 Consultant agrees to perform the Consulting Services in accordance with Exhibit "A". Should any errors caused by Consultant's negligence be found in such services or products, Consultant will correct them at no additional charge by revising the work products called for in Exhibit "A" to eliminate the errors. Section 4.2 Consultant will supply all tools and instrumentalities required to perform the Consulting Services under the Agreement. Section 4.3 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Consultant without the prior written consent of Client. However, Consultant may subcontract portions of the work to be performed hereunder to other persons or concerns provided Consultant notifies Client of the name and address of said proposed subcontractor and Client either consents or fails to respond to notification with respect to the use of any particular proposed subcontractor. Section 4.4 In the performance of its Consulting Service hereunder,Consultant is,and shall be deemed to be for all purposes, an independent contractor(and not an agent,officer,employee or representative of Client) under any and all laws, whether existing or future. Consultant is not authorized to make any representation, contract or commitment on behalf of Client. Section 4.5 Neither this Agreement,any duties or obligations under this Agreement,nor the intentions or expectations of Client will cause the Consultant to be a"public official"as that term is used in Section 87 100 of Title 9 of the California Government Code. Client and Consultant agree that Consultant is not a"public official" or "participating in governmental decision" as those terms are used in Section 87100. The Client and Consultant also agree that no actions and opinions necessary for the performance of duties under the Contract will cause the Consultant to be a "public official" or "participating in a governmental decision" as those terms are used in Section 87100. ARTICLE V OTHER OBLIGATIONS OF CLIENT Section 5.1 Client agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this Agreement with the exception of those documents which Exhibit "A" calls upon the Consultant to prepare. Section 5.2 Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Client without the prior written consent of Consultant. Section 5.3 Consultant frequently is retained by developers,landowners,and other persons and concerns interested in development projects which often eventually lead to the preparation on a contract basis by Consultant of preliminary tax spread models for government agencies to determine tax rates and other matters necessary to accomplish various improvements to realty for financing under a Mello-Roos or other financing programs. In light of the foregoing, Client will determine whether or not it is appropriate to conduct a "significant substantive review" or a "significant intervening substantive review" of Consultant's activities conducted pursuant to this Agreement as such terms are defined in Section 18700(c)h of Title 2 of the California Administrative Code. Should Client elect to conduct such a substantive review,then Client shall determine whether it has sufficient expertise on staff to conduct such a review, and, if not, will retain an independent expert consultant to review Consultant's work. Thereafter,Client shall conduct such review,or cause such independent review to be conducted,prior to the making of any governmental decision relating to the matters contained within the Scope of Work described in Exhibit"A". The parties do not intend and nothing in this Section 5.3 is meant to imply that Consultant is a"public official," "participating in a governmental decision," or has a "financial interest"in the services provided as such terms are used in Section 87 100 of Title 9 of the California Governmental Code. Section 5.4 Client,public agencies,landowners,consultants and other parties dealing with In Client or involved in the subject development project referred to in Exhibit"A"will be furnishing to Consultant various data, reports, studies, computer printouts and other information and representations as to the facts involved in the project which Client understands Consultant will be using and relying upon in preparing the reports,studies,computer printouts and other work products called for by Exhibit"A." Consultant shall not be obligated to establish or verify the accuracy of the information furnished by or on behalf of Client,nor shall Consultant be responsible for the impactor effect on its work products of the information furnished by or on behalf of Client, in the event that such information is in error and therefore introduces error into Consultant's work products. Section 5.5 Client agrees to defend, indemnify and hold Consultant harmless from and against all obligations,losses,liabilities,damages,claims,attachments,executions,demands,actions 1� tl and/or proceedings (collectively, "Claims") and all costs and expenses in connection therewith, includino,reasonable attorneys'fees,arising out of or connected with the performance of Consultant's Consulting Services under this Agreement,except as may arise from Consultant's willful misconduct or gross negligence. In that regard, Client will indemnify and hold Consultant harmless from any Claims arising from, growing out of, or in any way resulting from, errors contained in data or information furnished by Client or Client's designee to Consultant for use in carrying out the Consulting Services called for by this agreement. If for any reason the indemnification under this Section 5.5 is unavailable to Consultant or insufficient to hold it harmless, then the Client shall contribute to the amount paid or payable by Consultant as a result of such loss, liability, damage, claim, demand, action or proceeding in such proportion as is appropriate to reflect not only the relative benefits received by the Client on the one hand and Consultant on the other hand but also the relative fault of the Client and Consultant as well as any relevant equitable considerations;provided that Consultant's contribution obligations hereunder shall in no event exceed the amounts received by Consultant under this Agreement. Section 5.6 In the event that court appearances, testimony or depositions are required of Consultant by Client in connection with the services rendered hereunder, Client shall compensate Consultant at a rate of$250 per hour and shall reimburse Consultant for out-of-pocket expenses on a cost basis. ARTICLE VI TERMINATION OF AGREEMENT Section 6.1 Either party may terminate or suspend this Agreement upon thirty (30) days written notice. Unless terminated as provided herein,this Agreement shall continue in force until the Consulting Services set forth in Exhibit"A"have been fully and completely performed and all proper invoices have been rendered and paid. Section 6.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party at its option may terminate this Agreement by giving written notification to the defaulting party. Such termination shall be effective upon receipt by the defaulting party,provided that the defaulting party shall be allowed ten (10) days in which to cure any default following receipt of notice of same. Section 6.3 The covenants contained in Sections 5.5 and 5.6 shall survive the termination of this Agreement. ARTICLE VII GENERAL PROVISIONS Section 7.1 Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement,but each party may change the address by written notice in accordance with the first sentence of this Section 7.1. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing. Section 7.2 This Agreement and exhibits hereto supersede any and all agreements, either oral or written,between the parties hereto with respect to the rendering of service by Consultant for Client and contains all of the covenants and agreements between the parties with respect to the rendering of such services. Each party to this Agreement acknowledges that no representations, inducements,promises,or agreements,orally or otherwise,have been made by any party,or anyone acting on behalf of any party,which are not embodied herein,and that no other agreement,statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement(including any exhibit hereto)will be effective if it is in writing and signed by the party against whom it is sought to be enforced. Section 7.3 If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,void,or unenforceable,the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. Section 7.4 Any controversy between the parties hereto involving the construction or LD application of any of the terms, covenants, or conditions of this Agreement will, on the written request of one party served on the other,be submitted to binding arbitration in accordance with the commercial rules and regulations of the American Arbitration Association and the provisions of the California Arbitration Act(Sections 1280 through 1294.2 of the California Code of Civil Procedure). The arbitration shall take place in Newport Beach,California,or such other location mutually agreed to by the parties. The arbitrator(s)shall be selected as follows: In the event that Consultant and Client agree on one arbitrator, the arbitration shall be conducted by such arbitrator. In the event Consultant and Client do not so agree,Consultant and Client shall each select an arbitrator and the two arbitrators so selected shall select the third arbitrator. If there is more than one arbitrator,the arbitrators shall act by majority vote. The decree or judgement of an award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Section 7.5 The prevailing party in any arbitration or legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. The non-prevailing party shall be liable, to the extent allowable under law, for all fees and expenses of the arbitrator(s) and all costs of the arbitration. Section 7.6 This Agreement will be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, this Agreement has been executed on the date and year first above written. CLIENT: CITY OF REDLANDS ATTEST: By: Pat Gilbreath, Mayor Lori7e Poyzq - ity Clerk Date: March 28,2000 CONSULTANT: David Taussig& Associates,Inc. By: David Taussig,President Date: March 28,2000 EXHIBIT A Scope o,f Work David Taussig and Associates, Inc. ("DTA") will update the fiscal impact analysis prepared by DTA in 1998 for the City of Redlands ("City" or the "Client) for the for Measure U analysis. The fiscal impact analysis will be updated with current budget numbers and include separate revenue and cost factors for industrial, retail and office land use types. This Scope of Work identifies the following tasks required to update the fiscal impact analysis used to evaluate specific projects ("Project") making application to the City. Task 1. Update 1998 Fiscal Impact Analysis This task involves updating the current fiscal impact analysis with the current budget for fiscal year 1999-2000. DTA will input numbers from the City's current budget as well as confer with staff to discuss net cost figures used in the analysis. Task 2. Cost Assumption Analysis This task involves identifying cost factors for specific non-residential land use types. In some cases, DTA will update or refine existing multipliers (i.e., police costs). DTA will employ the Case Study Method and the Per Unit Multiplier method for calculating relevant City costs. Task 3. Revenue Assumption Analysis DTA will analyze the revenue assumptions relating to non-residential land use types. DTA will generally employ the Case Study Method for calculating applicable City revenues, such as sales taxes (direct and indirect), property taxes, transient occupancy taxes, and franchise fees. DTA will further analyze the budget to determine whether additional revenues from non-residential uses should be included in the fiscal impact analysis. Task 4. Analysis of Fiscal Impacts Task 4.1. Projection of Annual Costs, Revenues and Net Fiscal Impact to the City Based on the findings of Tasks 1, 2, and 3, this task involves analysis and estimation of the fiscal impacts on the City resulting from the specified Project. The analysis will estimate the recurring fiscal impacts from provision of public services and operation and maintenance of public facilities of the new projects. This task also involves projecting recurring revenues to the City. In addition, the analysis will include an evaluation of the fiscal balance of the Project. DTA shall project the annual service charge that would be necessary to mitigate any fiscal imbalance. Task 4.2. Cost/Revenue Model City of Redlands Page A-I Fiscal Impact Report Proposal March 28,2000 The primary product of the fiscal analysis will be an integrated computer fiscal model. The model relates the City's recurring revenue and cost assumptions to the Project's land use parameters in order to determine the net fiscal impact of the Project. Task 5. Meetings This task involves attendance at one meeting with Client and/or the City to be available to present findings and respond to questions. It is understood that DTA may schedule additional informal meetings or conference calls with City to complete the tasks called for in the Scope of Work. City of Redlands Page A-2 Fiscal Impact Report Proposal March 28,2000 EXHIBIT B Budget The total fee to complete the Scope of Work shall not exceed $3,800 (excluding expenses). This represents a maximum amount not to be exceeded, subject to the limitations identified below, unless otherwise agreed by Client. In addition to the above maximum fees for services, Client shall reimburse Consultant for travel, duplication, facsimile, Courier, long-distance telephone and other out-of-pocket expenses not to exceed $200. Fees will be billed on a time and materials basis based on the professional fee schedule below. Principal $160/Hour Vice President $150/Hour Director $145/Hour Manager $135/Hour Senior Associate $120/Hour Senior Engineer $120/Hour Associate $1OO/Hour Analyst $ 85/Hour Research Assistant $ 65/Hour Payments shall be made by Client upon presentation of invoices by Consultant providing details of services rendered and expenses incurred. Limitations This budget covers only those tasks outlined in the Scope of Work. Additional consulting services beyond those included in the Scope of Work ("Additional Work") may be provided for additional fees if it causes the budget maximum to be exceeded. For example, the following would be considered Additional Work: ♦ Review of and responses to critiques of Consultant's work product(s) from individuals, agencies, or companies other than from the Client or the City. ♦ More than one formal meeting. Additional Work will be billed at the hourly rates listed above. J:IPROPOSAL\FIR\REDLANDS\proposai.doe Cite of Redlands Page i3_1 Fiscal Impact Report Proposal 119arclr 28,2000