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HomeMy WebLinkAbout*AGMT - City Associates Inc. • • City of Seal Beach FILE REFERENCE FORM DATE (yyyy- mm -dd): 2OOg- II- 06 Initials: ) Full file — Created New Folder: Older file exists: Related topic: see below File contains records — NOT PUBLIC (Public Records Act) Other: Vendor /Company Name: fl$ GITy AGSoG1 j 6, I NC, Project Description: F Yofessi onal 5c vl c-cs ljree_net evu- RDA Affordable- 1-h usfrj Pao ravv� Term: 12 We&CC - From ota>te of daecterj Fr 7 - 03 - 25 /T7 - IA 3 / Other Comments: CC Meeting Date: Resolution Number: Agenda Item: icetteCal PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into this gth day of September, 1997, by and between The City Associates, Inc., (hereinafter called the "Consultant ") and the SEAL BEACH REDEVELOPMENT AGENCY (hereinafter called the "Agency "). R E C I T A L S • A. The Agency desires a Consultant to assist it in developing an affordable housing strategy so that it can comply with state law mandates regarding providing affordable housing. B. The Consultant represents that it has the necessary professional skills and experience to satisfactorily develop and draft an affordable housing program that satisfies state mandates. NOW, THEREFORE, the parties agree as follows: 1.0 EMPLOYMENT OF CONSULTANT. The Agency agrees to engage the Consultant and the Consultant hereby agrees to perform the services required under this agreement. 2.0 SERVICES. Consultant, as an independent contractor, agrees to perform during the term of this Agreement, each and every service set forth on the "Scope of Services" dated September 1, 1997 which is attached hereto as Exhibit "A" and • fully incorporated herein by this reference. The initiation of service by the Consultant will commence upon Consultant's execution of this Agreement. The services of the Consultant shall include the making of all investigations, studies, and analysis required by the City Manager (the "Designated Official "). The Agency has already performed certain studies, and has information which can be utilized by the Consultant. Such studies and information will be forwarded to the Consultant. 3.0 TIME OF PERFORMANCE. The individual services to be performed under this Agreement by Consultant shall be completed within twelve weeks from date of execution. 4.0 COMPENSATION. The Agency shall pay for the services of Consultant at the hourly rate of $125. No payment for expenses or labor shall be paid by Agency unless it is related to a service which is referenced to in the Scope of Services. The total cost to the Agency shall not exceed $20,00 5.0 PAYMENT. Consultant shall, at the end of each calendar month in which services are performed or expenses are incurred under this Agreement, and prior to the tenth day of the following month, submit to the Agency a verified invoice prepared 970917 1: \voll \qmb \housing.ag 0 • • in the manner prescribed by the Agency and the Designated Official. Agency's payment to Consultant shall be made within thirty (30) days of the date of the Consultant's invoice. 6.0 CHANGES. The Agency may, from time to time, request changes in the scope of services of the Consultant to be performed under this Agreement. Such changes, which are agreed upon by the Agency and the Consultant, shall be in the form of a written amendment to this Agreement. 7.0 STANDARD OF SKILL. Consultant, and Consultant's staff, if any, Is skilled in the professional calling necessary to perform the work agreed to be done pursuant to this Agreement. Agency relies upon the skill of the Consultant, and Consultant's staff, if any, to do and perform such work in a skillful manner, and Consultant agrees to thus perform Consultant's work. The acceptance of Consultant's work by the Agency shall not operate as a release of the Consultant from such standard of care and workmanship. 8.0 INDEPENDENT CONTRACTOR. Consultant is retained and employed by Agency only to the extent set forth in this Agreement, and the Consultant's relationship to the Agency is that of an independent contractor. Consultant shall be free to dispose of all portions of Consultant's time and activities which Consultant is not obligated to devote to the 'Agency in such a manner and to such persons, firms, or corporations as the Consultant sees fit except as expressly provided in this Agreement. Neither the Agency nor any of its agents shall have control over the conduct of the Consultant or any of the Consultant's employees, except as set forth in this Agreement. Consultant shall not be considered to have the status of an employee under this Agreement, or be entitled to participate in any insurance, medical care, vacation, sick leave or other benefits provided for Agency's officers or employees. Consultant shall have no power to incur any debt, obligation, or liability on behalf of Agency or otherwise act on behalf of the Agency as an agent. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the Agency. 9.0 TERMINATION OF AGREEMENT. Either party may terminate this Agreement at any time during the term of the Agreement by giving the other party thirty (30) days notice in writing. This Agreement may be extended beyond the term only by the written agreement of both parties prior to the expiration of the term of the Agreement. 10.0 MANDATORY INSURANCE. Consultant shall maintain the following insurance coverage throughout the term of this Agreement, and upon request Consultant shall show Agency evidence of such coverage, which may include visual inspection of all policies, copies of declarations page, endorsements signed by an authorized representative of the underwriting company, or 970917 1: \voll \qmb \housing.ag 0 - 2 - certificates of insurance. Insurance coverage shall be provided in the following form: 1. Insurance Services Office form number CA 00 01 06 92 including symbol 1 (any auto) covering Automobile Liability. 2. Workers Compensation insurance as required by the State of California and Employer's Liability insurance. 10.1 Minimum Limits of Insurance. Consultant shall maintain insurance coverage limits no less than: 1. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, with a $250 deductible. Consultant shall be responsible for paying this deductible and for the payment of any losses and related investigations, claim administration and defense expenses. 10.2 Verification of Coverage. Consultant shall furnish the Agency with evidence of the insurance required by this Section, satisfactory to Agency. Consultant agrees to provide complete copies of policies to Agency upon request. 11.0 WORK PRODUCT. 11.1 Deliverables. Consultant shall deliver to the Agency the studies, plans, specifications, or other documents as are identified in the Scope of Services; and Consultant shall, upon completion of all work, submit to the Agency all information developed in the course of the Consultant's services. Consultant shall furnish the Agency, upon request, copies of all documents and other materials prepared or developed in relation with, or as part of, the project. Consultant shall, in such time and in such form as the Agency may require, furnish reports concerning the status of services required under this Agreement. Consultant shall, upon request by Agency and upon completion or termination of this Agreement, deliver to the Agency all material furnished to Consultant by the Agency. 11.2 Ownership. Each and every report, draft, work product, map, record and other document reproduced, prepared, or caused to be prepared by the Consultant pursuant to or in connection with this Agreement shall be the exclusive property of the Agency. 11.3 Confidentiality. Consultant shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Consultant by the Agency or other information to which the Consultant has had access during the term of this Agreement without the prior written approval of the Designated Official during the term of 970917 1: \voll \qmb \housing.ag 0 - 3 - this Agreement and for a period of two (2) years after the termination of this Agreement. 12.0 RECORDS. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the Agency or the Designated Official. The Consultant shall maintain adequate records on services provided in sufficient detail to permit an evaluation of service. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide access to the Designated Official or his designees at all proper times to such books and records, and gives the Designated Official or his designees the right to examine and audit such books and records and to make transcripts as necessary, and to allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. 13.0 AGREEMENT. This Agreement is personal to the Consultant. Any attempt at assignment by the Consultant shall be void unless approved in writing by the Designated Official. Consultant's services pursuant to this Agreement shall be provided by the Representative or directly under the supervision of the Representative and Consultant shall not assign another to supervise the Consultant's performance of this Agreement without the prior written approval of the Agency, by and through the Designated Official. 14.0 MISCELLANEOUS TERMS. 14.1 Conflicts of Interest. Consultant agrees to be familiar with and comply with all applicable federal, state, and local conflict of Interest laws. • 14.2 Waiver. A waiver by the Agency of any breach of any term, covenant, or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. 14.3 Accomplishment of Project. The Consultant shall commence, carry on, and complete its assignments with all practicable dispatch, in a sound, economical, and efficient manner in accordance with all applicable laws and generally accepted industry standards. 14.4 Notices. Any notice required by this • Agreement to be given in writing to the person, at the following addresses: The City Associates, Inc. P.O. Box 4442 Blue Jay, CA 92317 970917 1: \voll \qmb \housing.ag 0 - 4 - • Seal Beach Redevelopment Agency 211 Eighth Street Seal Beach, CA 90740 -6379 14.5 When Rights and Remedies Not Waived. In no event shall the making by the Agency of any payment to the Consultant constitute or be construed as a waiver by the Agency of any breach of covenant, or any default which may then exist, on the part of the Consultant, and the making of any such payment by the Agency while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Agency with regard to such breach or default. 14.6 Cost of Litigation. If any legal action is necessary to enforce any provision of this Agreement or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing party shall be entitled to receive from the losing party all costs, expenses and actual attorneys fees incurred by the prevailing side. 14.7 Governing Law. The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in a competent Court of Orange County, California. 14.8 Integrated Contract. This Agreement represents the entire Agreement between the Agency and Consultant. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 14.9 Authority to .Execute Agreement. Each of the undersigned hereby represent that each has the authority to bind the respective parties. On September 8, 1997, the Seal Beach Redevelopment Agency authorized its Executive Director to execute this Agreement on its behalf. In recognition of the obligations stated in this Agreement, the parties have executed this Agreement on the date indicated above. Executed the day and year first above written. CONSULTANT Louis Shepard, Principal The City Associates, Inc. (SIGNATURES CONTINUE) 970917 1: \voll \qmb \housing.ag 0 - 5 - • e SEAL BEAC REDEVELOPMENT AGENCY -\411 Z.9 Keith Till Executive Director ATTEST: a G► Tp \�4 � .. A y 4. • - cy Secretary + • PORM� �t ' Sv rannin to. ti. 0 Approved as to form: % i4 • *cces- C P) Quinn M. Barrow Agency Attorney 970917 1: \voll \qmb \housing.ag 0 - 6 -