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HomeMy WebLinkAboutContracts & Agreements_127-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of an economic analysis of a proposed voter -sponsored initiative ordinance ("Agreement") is made and entered in this 6th day of July, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Keyser Marston Associates, Inc , a California corporation ("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 1— ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide economic analysis consulting services in compliance with California Elections Code section 9212 related to a voter -sponsored initiative ordinance for City (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," titled "Scope of Services," which is attached hereto and incorporated herein by reference 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City designates Brian Desatnik, Development Services Director, 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 and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is attached hereto and incorporated herein by reference 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with 1 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn rl__ ir, 4Lrr__ncn n�nnn_J_ n n�_�rLCLXLn-7_r_nn n�r_n4_n City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 Total compensation for Consultant's performance of the Services shall not exceed the amount of nine thousand dollars ($9,000 00) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "C," titled "Service Cost," which is attached hereto and incorporated herein by reference 5.2 Consultant shall submit an invoice to City upon completion of the Services. 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 Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed dehvered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section. CITY. City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone (909) 798-7531 CONSULTANT. Kathleen Head, President Keyser Marston Associates, Inc 500 South Grand Ave , Suite 1480 Los Angeles, CA 90071 khead@keystermarston.com Phone 213-622-8095 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage 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 the 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 A. Workers' Compensation and Employer's Liability insurance in the amount that meets 2 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn ,--in ALCG_ALAn.in 1n_J_Apt,_`fJLLI-ILI..,_f_(1AAJGnJ_/1 statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit "D," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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 such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury habihty 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 such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6.2 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 any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. 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 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 Refoiin Act because Consultant: 3 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn n__ in Al-Cr n�t11lrl_J_A�17_�J61-L<I-09_rIIAAJGAJ _!1 A. Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant 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) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B 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 determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 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 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. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's immediate termination of this Agreement. 8 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor any its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all 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. 4 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn 1'1__ 11'.. ALrr_ ALA n7nnn_-1_ A n7_7JLLLZLp7_rn 44 JrnJ_n 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than three (3) days prior written notice to Consultant of City's intent to terminate 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. 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 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8 6 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, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invandate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. 5 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn ram__ m. AL-rr__ecen-vnnn_�_ nn,_vrLLLn..n,_r_ne 4 -r_n4_n IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY 0 'C- : NDS By KEYSER MARSTON ASSOCIATES, INC By Paul T Banch, Mayor Kathleen Head, President ifratideui J-kad ATTEST dA"" anne Donaldson, City Clerk 6 L \ca\djrn\Agreements\Keyser Marston Associates.PS 1 1 FY20 0154.doc in !1__ 11"1 ALrr_ALA ll�llllrf_J_A�l�_�JLLLLL !`�_rl1AA JrI1J_I1 EXHIBIT "A" SCOPE OF SERVICES KMA is proposing to prepare a report in compliance with California Election Code Section 9212 related to a voter -sponsored initiative ordinance KMA proposes to evaluate the following matters that may be affected by voter approval of the initiative ordinance which are related to residential and mixed -use projects that are currently being proposed within the City. 1 The required reduction in project size, 2 The viability of proposed projects at the reduced square footage that would be required if the Initiative is passed, 3 The change to the supportable land acquisition costs related to the requirement to develop projects at a reduced FAR, 4 The reduction in sales tax revenues that would be generated directly and indirectly by the proposed projects at the reduced FAR, and 5 The reduction in the property tax revenues that would be generated by the projects at reduced FAR's KMA proposes to evaluate the impacts created by the preceding factors on the following projects that are currently being proposed for development in Redlands 1 The Grand, 2 Redlands City Center; and 3 State Street Village 7 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn n__ in 41..r_`_ ALA n7h no-l_J- An7_7 J LLLLLt'7_r (IA 4 Jrn4_n EXHIBIT "B" PROJECT SCHEDULE KMA proposes to present the results of our analysis in the form of a memorandum and accompanying financial analysis tables KMA will complete the proposed scope of services and deliver the memorandum and supporting documents by the City's close of business on July 25, 2021 8 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn ALCL_ALAn7nnn_J-Afl7_-74LLLLLp"f_C(1Ad EXHIBIT "C" SERVICE COST The KMA analysis will be undertaken on a time -billed basis with a not to exceed budget of $9,000 Additional services not specifically described in this proposal, including attendance at any in - person meetings, may be requested by the City staff. These additional services will need to be requested by the City in writing, and these additional services will only be undertaken after written concurrence has been reached between the City and KMA regarding the scope, deliverables and budget. KMA Hourly Billing Rate Schedule (2020-2021) Chairman, President, Managing Principals $280 00 Senior Principals $270 00 Principals $250 00 Managers $225 00 Senior Associates $187 50 Associates $167 50 Senior Analysts $150 00 Analysts $130 00 Technical Staff $95 00 Administrative Staff $80 00 9 L.\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn n__ m ALrr_ALA fllfllf_J_ A f-7_'7JLLLL-."-7.rnA A -Irf-1_!\ EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. KEYSER MARSTON ASSOCIATES, INC J/2Qd 07 / 07 / 2021 By Date Kathleen Head, President 10 L:\ca\djm\Agreements\Keyser Marston Associates.PS-1 1.FY20-0154.doc.jn OHELLOSIGN Audit Trail TITLE Professional Services Agreement - City of Redlands FILE NAME Keyser Marston As 1 1 FY20-0154 pdf DOCUMENT ID 4b55e4f487803ada437a7dbbbfb67c5811d59dc9 AUDIT TRAIL DATE FORMAT MM / DD / YYYY STATUS Completed Document History SENT VIEWED 07 / 06 / 2021 14 20 51 UTC 07 / 07 / 2021 01 21 29 UTC �.' 07/07/2021 SIGNED 16 59 33 UTC 07/07/2021 COMPLETED 16 59 33 UTC Powered by V HELLOSIGN Sent for signature to Kathleen Head (khead@keysermarston com) from dsd01 @cityofredlands org IP 47 181 153 216 Viewed by Kathleen Head (khead@keysermarston com) IP 174 193 159 5 Signed by Kathleen Head (khead@keysermarston com) IP 75 12 17 251 The document has been completed