HomeMy WebLinkAboutContracts & Agreements_132-2011_CCv0001.pdf AGREEMENT FOR THE PROVISION OF PROFESSIONAL CONSULTING SERVICES
This agreement for the provision of consulting services for the City of Redlands
("Agreement") is made and entered into this 4th day of August, 2011 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and HdL Coren & Cone
("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and,
together, as the "Parties." In consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform analysis of the viability of continuing City's
Redevelopment Agency in connection with recently enacted legislation AB 26 and AB
27(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services."which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local Iaws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act, the Fair Employment and Housing Act and prevailing wage laws,
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Tina Kundig as City's representative with respect to performance of the
Services, and such person shall have the authority to transmit instructions, receive
information, interpret and define City's policies and decisions with respect to
performance of the Services.
ARTICLE 4- PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner and shall complete
the Services by September 2, 2011.
4.2 During the term of this Agreement, City may request that Consultant perform Extra
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Services. As used herein, "Extra Services" means any work that is determined necessary
by City for the proper completion of the project or work for which the Services are being
performed, but which the Parties did not reasonably anticipate would be necessary at the
time of execution of this Agreement. Provided the Extra Services do not exceed twenty
percent(20%) of the compensation to be paid by City to Consultant for the Services, such
Extra Services may be agreed to by the Parties by written amendment to this Agreement,
executed by a duly authorized City official in accordance with Chapter 2.16 of the
Redlands Municipal Code. Consultant shall not perform, nor be compensated for, Extra
Services without such written authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Five Thousand Dollars ($5,000). City shall pay Consultant on a time and
materials basis up to the not to exceed amount, and at the hourly rates specified in Exhibit
"A."
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant's invoices shall include a brief description of the Services
performed,the dates the Services were performed,the number of hours spent and by whom,
and a description of reimbursable expenses related to the project. City shall pay Consultant
no later than thirty (30) days after receipt and approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City The HdL Coren & Coren:
Tina Kundig Martin C. Coren
Finance Director/City Treasurer 1340 Valley Vista Drive
35 Cajon Street. Suite 30 Diamond Bar, CA 91765
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments are
to be given by giving notice pursuant to this section 5.3.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Insurance. Insurance required by this Agreement shall be maintained by Consultant for
the duration of its performance of the Services. Consultant shall not perform any Services
unless and until required insurance listed below is obtained by Consultant. Consultant
shall provide City with certificates of insurance and endorsements evidencing such
insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days' prior written notice to City; provided, however, the policies shall allow for ten (10)
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days notice for cancellation to City due to non-payment of premium.
6.2 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain
Workers' Compensation and Employer's Liability insurance throughout the duration of
its performance of the Services in accordance with the laws of the State of California,
with an insurance carrier acceptable to City as described in Exhibit "E," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference.
6.3 Hold Harmless and Indemnification. Consultant shall defend. indemnify and hold
harmless City and its elected officials, employees and agents from and against any and all
claims, losses or liability, including attorneys' fees, arising from injury or death to
persons or damage to property occasioned by and negligent act, omission or failure to act
by Consultant. its officers, employees and agents in performing the Services.
6.4 Comprehensive General Liability Insurance. Consultant shall secure and maintain in
force throughout the term of this Agreement comprehensive general liability insurance
with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)
per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability,
property damage and personal injury is required. City shall be named as an additional
insured and the insurance policy shall include a provision prohibiting modification of
coverage limits or cancellation of the policy except upon thirty (30) days prior written
notice to City. Such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City. Certificates of insurance shall be delivered to City
prior to commencement of the Services.
6.5 Professional Liabilitv Insurance.Consultant shall secure and maintain professional liability
insurance throughout the term of this Agreement in the amount of One Million Dollars
($1,000,000) per claim made. Certificates of insurance shall be delivered to City prior to
commencement of the Services.
6.6 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined
single limit for bodily injury liability and property damage liability. This coverage shall
include all Consultant owned vehicles used in connection with Consultant's provision of
the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City
shall be named as an additional insured and a certificate of insurance and endorsement
shall be delivered to City prior to commencement of the services. Such insurance shall be
primary and non-contributing to any insurance or self insurance maintained by City.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
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represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i)the making or any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(ii)the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to which.
City is a party, or to the specifications for such a contract,
(v) granting City approval to a plan, design, report, study or similar item;
(vi) adopting, or granting City approval of, policies, standards or guidelines for
City or for any subdivision thereof.
S. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the same
duties for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Norm 700, Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. In the event any action is commenced to enforce or interpret any of the
terms or conditions of this Agreement the prevailing Party shall, in addition to any costs
and other relief, be entitled to the recovery of its reasonable attorneys' fees, including
fees for the use of in-house counsel by a Party.
8.2 Prohibition Against Assignment. Consultant shall not assign any of the Services. except
with the prior written approval of City and in strict compliance with the terms, and
conditions of this Agreement.
8.3 Documents and Records. Project related documents, records, drawings, designs, cost
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estimates, electronic data files, databases and any other documents developed by
Consultant in connection with its performance of the Services, and any copyright interest
in such documents, shall become the property of City and shall be delivered to City upon
completion of the Services, or upon the request of City. Any reuse of such documents,
and any use of incomplete documents, shall be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor.
Neither City nor of its agents shall have control over the conduct of Consultant or
Consultant's employees, except as herein set forth. Consultant shall supply necessary
tools and instrumentalities required to perform the Services. Assigned personnel
employed by Consultant are for its account only, and in no event shall Consultant or
personnel retained by it be deemed to have been employed by City or engaged by City
for the account of, or on behalf of City. Consultant shall have no authority, express or
implied,to act on behalf of City in any capacity whatsoever as an agent, nor shall
Consultant have any authority, express or implied, to bind City to any obligation.
8.5 Termination.
A. Unless earlier terminated as provided for below,this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion, by providing thirty
(30) days' prior written notice to Consultant (delivered by certified mail, return receipt
requested) of City's intent to terminate.
C. If this Agreement is terminated by City, an adjustment to Consultant's compensation
shall be made, but(1) no amount shall be allowed for anticipated profit or unperformed
Services, and (2) any payment due Consultant at the time of termination may be adjusted
to the extent of any additional costs to City occasioned by any default by Consultant.
D. Upon receipt of a termination notice, Consultant shall immediately discontinue its
provision of the Services and, within five (5) days of the date of the termination notice,
deliver or otherwise make available to City,copies (in both hard copy and electronic
form, where applicable) of project related data,design calculations, drawings,
specifications, reports, estimates, summaries and such other information and materials as
may have been accumulated by Consultant in performing the Services. Consultant shall
be compensated on a pro-rata basis for Services completed up to the date of termination.
8.6 Entire Agreement/Amendment. This Agreement, including the Exhibits incorporated
herein by reference, represents the entire agreement and understanding between the
Parties as to the matters contained herein, and any prior negotiations,written proposals or
verbal agreements relating to such matters are superseded by this Agreement. Except as
otherwise provided for herein, an amendment to this Agreement shall be in writing,
approved by City and signed by City and Consultant.
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8.7 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
IN WIT-NESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS THE HdL COREN &CONE
By: By: A., azw—
Tina T. Kundig, Finance Mark C. Coren
Finance Director/City Treasurer
Attest:
Sam Irwin, 66 CYerk-
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EXHIBIT "A"
SCOPE OF SERVICES
Rrcemi� P[aoayenienk k,r LocA Government
Hinderliter, de Llamas&Associates
— - — HdL Coren&Cone
August 3, 2010 HdL Sof fare, LLC
Ms. Tina Kundig
Finance Director
City of Redlands
35 Cajon Street
Redlands, CA 92373
Dear Tina:
We are pleased to present this proposal to assist the City of Redlands with an analysis on the viability of
continuing its redevelopment agency of the recently enacted redevelopment legislation. AB 26 would dissolve
existing redevelopment agencies. AB 27 allows redevelopment agencies that commit to making remittance
payments for the benefit of the state to continue to operate in a more restricted manner.
Determining the viability of continuing redevelopment involve of an analysis of the redevelopment agency's tax
increment cash flows,debt obligations, and anticipated projects, programs and activities. Under AB 27 the City
has until November 1,2011 to adopt an ordinance to continue the redevelopment agency. If the City intends to
enact the continuing ordinance after October 1, 2011 it must adopt a nonbinding resolution of intent to do so
prior to October 151. The most immediate deadline is August 15` for those agencies continuing or
contemplating continuing that wish to appeal their 2011-12 remittance amount. Another important deadline is
August 27`h. This is sixty days after the enactment of AB 26 at which point redevelopment agencies can no
longer make payments unless their community has adopted an ordinance to continue the redevelopment agency
or the agency has adopted their Enforceable Obligation Payment Schedule.
The following scope of services, in whole or in part, is designed to help Redlands with the decision of
continuing or dissolving the redevelopment agency.
Agencies Considering Continuing
• Review of Obligations—the first step is determining an agency's continued viability under the
provisions of AB 27 is a thorough review of the agency's obligations and resources. We begin with an
examination of the agency's Statements of Indebtedness, including the 2008-09 SOI, and the supporting
documentation. Agencies are required to review their records to assure that all obligations are included
on their SOls. Our review will include and examination of debts between the City and the Agency in
light of the new legislative requirements.
• Appeal of Remittance Payment Amounts— We will assist the agency in determining the feasibility of
appealing the 2011-12 remittance payment amount and documentation for submitting an appeal if
warranted.
• Identification of existing projects, programs and activities of the agency to determine their status if
the agency continues or dissolves.
• Identification of the assets of the redevelopment agency that would be lost if the agency is dissolved.
+ Analysis of the agency's low and moderate income housing fund and annual set-aside requirements
including fund balances, obligations of the housing fund and unencumbered balances.
• Tax Increment Projections—The long range impact of the legislation is best reflected on tax increment
projections extending through the life of each project area. Based on reasonable assumptions and
estimated required remittance payments, the extended tax increment projections to identify the agency's
ability to meet its existing obligations and the resources for additional projects.
• Analytical Report—a discussion of the costs and benefits of continuing or dissolving the
redevelopment agency. This report will include a description of the impact of AB 27 on future bond
issues taking into consideration the share of revenue that would need to be distributed to school districts
sharing jurisdiction with the agency's redevelopment project areas.
• Additional Services—Additional services include but are not limited to meetings, additional research
and activities not covered in the above scope of services. Additional services require prior authorization
of the agency in writing or by email.
We intend to deliver the analytical report within three weeks of a written authorization to proceed and the
receipt of all the information necessary for our analysis.
Fees--Our fee is based on the following hourly rates plus expenses are billed at 1.15 times actual incurred
costs. The total cost will not exceed $5,000 unless we receive prior written authorization from you.
Partner $145.00 per hour
Principal $175.00 per hour
Associate $ 135.00 per hour
Senior Analyst $ 100.00 per hour
Analyst $ 65.00 per hour
Please let us know if we can provide any additional information or answer any questions.
Cordially,
Martin C. Coren
Authorized to Proceed:
Date