HomeMy WebLinkAbout6/9/2011 - AGREEMENTS Page 1 of 3
Kathie Hart
From: John Raymond
Sent: June 12, 2012 2:39 AM
To: Kathie Hart
Subject: Re: Keyser Marston Insurance Certificate They are done.
Sent from my iPhone
On Jun 11, 2012, at 7:50 PM, "Kathie Hart" <Kathie.Hartna,palmsprings_ca.gov>wrote:
JP:
May this agreement be closed? Is the work complete?
If yes, then I will not tell them their ins dots are not complete.
Kathie Hart, CMC
Chief Deputy City Clerk
City of Palm Springs AF(760)323-8206
3200 E Tahquitz Canyon Way (760)322-8332
Palm Springs,CA 92262 ® Kathie.Hart@Palm5pringsCA.gov
Please note that City Hall is open 8 a.m. to 6 p.m. Monday through Thursday, and closed on Fridays at
this time.
From: Diane Chambers [mailto:dchambers@keysermarston.com]
Sent: June 11, 2012 4:49 PM
To: Kathie Hart
Cc: John Raymond; Jay Thompson; Kathe Head
Subject: RE: Keyser Marston Insurance Certificate
Kathie,
Thanks for sending a copy of the contract for my files. 1 see that it expired on December 15, 2011.
Diane
From: Kathie Hart [mailto:Kathie.Hart@palmsprings-ca.gov]
Sent: Monday, June 11, 2012 4:34 PM
To: Diane Chambers
Cc: John Raymond; Jay Thompson
Subject: RE: Keyser Marston Insurance Certificate
Diane:
Thank you for sending it tome. Unfortunately, it was adressed to,another department
and our office did not receive it. Please find attached a copy of the agreement as
06/12/12
Page 2 of 3
requested.
Please let us know if there are any questions.
Kathie Hart, CMC
Chief Deputy City Clerk
City of palm Springs A'(760)323-8206
3200 E Tahquitz Canyon Way A (760)322-8332
Palm Springs,CA 92262 ® Kpthie,Hart Palm SoringsCA.gov
Please note that City Hall is open 8 a.m. to 6 p.m. Monday through Thursday, and closed on Fridays at
this time.
From: Diane Chambers [mailto:dchambers@keysermarston.com]
Sent: June 11, 2012 2:48 PM
To: Kathie Hart
Cc: Kathe Head
Subject: FW: Keyser Marston Insurance Certificate
Hi Kathie,
We received your reminder notice dated June 7, 2012 regarding Keyser Marston's insurance certificate.
Please be advised that we previously furnished a copy of the certificate to you back on December 16th and I
have attached a copy of same.
Could you please email me a copy of Agreement#A6097 referenced in your letter. If this agreement happens
to be with the City versus the Agency, then we should get a revised insurance certificate to you reflecting
that fact.
Thanks
Diane
Diane M. Chambers
Business Manager
Keyser Marston Associates,Inc.
55 Pacific Avenue Mall
San Francisco,CA 94111
Tel: 415-398-3050(ext.250)
Fax:415-397-5065
Web Site: http;ZiMny kMermarston.com
From: Diane Chambers
Sent: Friday, December 16, 2011 4:58 PM
To: 'kathie.,hart@pal.m...springs_cagov'
Cc: Kathe Head; Jim Rabe
Subject: Keyser Marston Insurance Certificate
Hi Kathie,
Attached is a copy of our current insurance certificate that was mailed to John Raymond on 11/28/11.
Thanks
Diane
06/12/12
Page 3 of 3
Diane M. Chambers
Business Manager
Keyser Marston Associates,Inc.
55 Pacific Avenue Mal(
San Francisco, CA 94111
Tel: 415-398-3050(ext. 250)
Fax:415-397-5065
Web Site: http,11w .kevsermarstoncom
06/12/12
g p .
COMMUNITY 8 ECONOMIC � J#
Economic Analysis of the Desert Fashion Plaza/Museum Market Plaza
06M 4f2011 12M 5f2011 1 /
Kayser Marston Assoc John Raymond 760-323-8228
Ms.Head _ _ _ ( )
Ms.Kathleen Head,Managing Principal
55 Pacific Avenue Mall
San Francisco CA 94111
( ) - In File
Certificate and Policies are QK
IMA
06109/2011 kdh distrib to Paula S IN FILE I I I 1 0.00 0.00
CONSULTING SERVICES AGREEMENT
Keyser Marston Associates
Economic Analysis of Desert Fashion Plaza/Museum Market Plaza Redevelopment Project
THIS AGI�EMEN�R CONSULTING SERVICES (the "Agreement') is made and
entered into this q—day of 011,by and between the Community Redevelopment Agency
of the City of Palm Springs, a public body, corporate and politic ("Agency"), and Keyser
Marston Associates, Inc., a Redevelopment and Urban Economic Firm("Consultant").
RECITALS
A. Agency requires the services of a Redevelopment and Urban Economics
Consultant for assistance with the pro forma analysis and economic analysis of a the
redevelopment of a 15-acre site in Downtown Palm Springs, subject to the Museum Market
Plaza Specific Plan and commonly known as the Desert Fashion Plaza("Project').
B. Consultant has submitted to Agency a proposal to provide redevelopment Urban
Economics services to Agency pursuant to the terms of this Agreement.
C. Based on its experience, education, training, and reputation, Consultant is
qualified to provide the necessary services to Agency for the Project and desires to provide such
services.
D. Agency desires to retain the services of Consultant for the Project.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained
herein, Agency agrees to retain and does hereby retain Consultant and Consultant agrees to
provide services to the Agency as follows:
AGREEMENT
1. CONSULTANT SERVICES
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide redevelopment Urban Economics services to Agency as
described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and
incorporated herein by reference (the "services" or "work"), which includes the agreed upon
schedule of performance and the schedule of fees. Consultant warrants that all services and work
shall be performed in a competent, professional, and satisfactory manner in accordance with all
standards prevalent in the industry. In the event of any inconsistency between the terms
contained in the Scope of Services/Work and the terms set forth in the main body of this
Agreement,the terms set forth in the main body of this Agreement shall govern.
1.2 Compliance with Law. All services rendered under this Agreement shall be
provided by Consultant in accordance with all applicable federal, state, and local laws, statutes
and ordinances and all lawful orders,rules, and regulations promulgated thereunder.
] Revised:Y23107
507639.2
ORIGINAL BID
ANI /GR =�G,REEM IENTi
1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such
licenses, permits, and approvals as may be required by law for the performance of the services
required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
it has carefully considered how the work should be performed and fully understands the
facilities, difficulties, and restrictions attending performance of the work under this Agreement.
2. TIME FOR COMPLETION.
The time for completion of the services to be performed by Consultant is an essential
condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this
Agreement according to the agreed upon schedule of performance set forth in Exhibit "A."
Consultant shall not be accountable for delays in the progress of its work caused by any
condition beyond its control and without the fault or negligence of Consultant. Delays shall not
entitle Consultant to any additional compensation regardless of the party responsible for the
delay.
3. COMPENSATION OF CONSULTANT
3.1 Compensation of Consultant. For the services rendered pursuant to this
Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of
fees set forth in Exhibit"A,"which total amount shall not exceed$20,000.00.
3.2 Method of Payment. In any month in which Consultant wishes to receive
payment, Consultant shall no later than the first working day of such month, submit to Agency in
the form approved by Agency's finance director, an invoice for services rendered prior to the
date of the invoice. Payments shall be based on the hourly rates as set forth in Exhibit "A" for
authorized services performed. Agency shall pay Consultant for all expenses stated thereon,
which are approved by Agency consistent with this Agreement,within thirty (30) days of receipt
of Consultant's invoice.
3.3 Changes. In the event any change or changes in the Scope of ServicesAVork is
requested by Agency, the parties hereto shall execute a written amendment to this Agreement,
setting forth with particularity all terms of such amendment, including, but not limited to, any
additional fees. An amendment may be entered into:
A. To provide for revisions or modifications to documents or other work
product or work when documents or other work product or work is required by the enactment or
revision of law subsequent to the preparation of any documents, other work product, or work;
B. To provide for additional services not included in this Agreement or not
customarily furnished in accordance with generally accepted practice in Consultant's profession.
3.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated therefore by the Board of Directors of Agency for each fiscal year covered by the
Agreement. If such appropriations are not made, this Agreement shall automatically terminate
without penalty to Agency.
Z Revised:3123107
50763%2
4. PERFORMANCE SCHEDULE
4.1 Time of Essence. Time is of the essence in the performance of this Agreement.
4.2 Schedule of Performance. All services rendered pursuant to this Agreement
shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit"A."
The extension of any time period must be approved in writing by the Contract Officer.
43 Force Maieure. The time for performance of services to be rendered pursuant to
this Agreement may be extended because of any delays due to unforeseeable causes beyond the
control and without the fault or negligence of Consultant, including, but not limited to, acts of
God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic,
quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if
Consultant shall within ten(10) days of the commencement of such condition notify the Contract
Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend
the time for performing the services for the period of the enforced delay when and if in the
Contract Officer's judgment such delay is justified, and the Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement.
4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of eight months,
commencing on April 15, 2011, and ending on December 15, 2011, unless extended by mutual
written agreement of the parties.
5. COORDINATION OF WORK
5.1 Representative of Consultant. The following principal of Consultant is hereby
designated as being the principal and representative of Consultant authorized to act in its behalf
with respect to the services and work specified herein and make all decisions in connection
therewith: Kathleen Head, Principal. It is expressly understood that the experience, knowledge,
education, capability, and reputation of the foregoing principal is a substantial inducement for
Agency to enter into this Agreement. Therefore, the foregoing principal shall be responsible
during the term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the services hereunder. The foregoing principal may not
be changed by Consultant without prior written approval of the Contract Officer.
5.2 Contract Officer. The Contract Officer shall be the Executive Director, or
his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or
his/her designee, fully informed of the progress of the performance of the services and
Consultant shall refer any decisions that must be made by Agency to the Contract Officer.
Unless otherwise specified herein, any approval of Agency required hereunder shall mean the
approval of the Contract Officer.
53 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, education, capability, and reputation of Consultant, its principals and employees,
were a substantial inducement for Agency to enter into this Agreement. Therefore, Consultant
shall not contract with any other individual or entity to perform in whole or in part the services
required hereunder without the express written approval of Agency. In addition, neither this
3 Revised:32M7
507639.2
Agreement nor any interest herein may be assigned or transferred,voluntarily or by operation of
law,without the prior written approval of Agency.
5.4 Independent Contractor. Neither Agency nor any of its employees shall have
any control over the manner, mode, or means by which Consultant, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Consultant shall
perform all services required herein as an independent contractor of Agency and shall not be an
employee of Agency and shall remain at all times as to Agency a wholly independent contractor
with only such obligations as are consistent with that role; however, Agency shall have the right
to review Consultant's work product, result, and advice. Consultant shall not at any time or in
any manner represent that it or any of its agents or employees are agents or employees of
Agency.
5.5 Personnel. Consultant agrees to assign the following individuals to perform the
services set forth herein. Consultant shall not alter the assignment of the following personnel
without the prior written approval of the Contract Officer. Acting through the Executive
Director, the Agency shall have the unrestricted right to order the removal of any personnel
assigned by Consultant by providing written notice to Consultant.
Name: Title:
Kathleen Head Managing Principal
6. INSURANCE
Consultant shall procure and maintain, at its sole cost and expense, policies of insurance
as set forth in Exhibit`B,"which is attached hereto and is incorporated herein by reference.
7. INDEMNIFICATION.
To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost
and expense), indemnify, protect, and hold harmless Agency, its elected officials, officers,
employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any
and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards,
settlements, damages, demands, orders, penalties, and expenses including legal costs and
attorney fees (collectively"Claims"), including but not limited to Claims arising from injuries to
or death of persons (Consultant's employees included), for damage to property, including
property owned by Agency, from any violation of any federal, state, or local law or ordinance,
and from errors and omissions committed by Consultant, its officers, employees, representatives,
and agents, which Claims arise out of or are related to Consultant's performance under this
Agreement, but excluding such Claims arising from the negligence or willful misconduct of the
Agency, its elected officials, officers, employees, agents, and volunteers. Under no
circumstances shall the insurance requirements and limits set forth in this Agreement be
construed to limit Consultant's indemnification obligation or other liability hereunder.
4 Re wd:3/23/07
507639.2
8. RECORDS AND REPORTS
8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer
such reports concerning the performance of the services required by this Agreement as the
Contract Officer shall require.
8.2 Records. Consultant shall keep such books and records as shall be necessary to
properly perform the services required by this Agreement and enable the Contract Officer to
evaluate the performance of such services. The Contract Officer shall have full and free access
to such books and records at all reasonable times, including the right to inspect, copy, audit, and
make records and transcripts from such records.
8.3 Ownershiu of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of this Agreement
shall be the property of Agency and shall be delivered to Agency upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by Agency of its full rights or
ownership of the documents and materials hereunder. Consultant may retain copies of such
documents for its own use. Consultant shall have an unrestricted right to use the concepts
embodied therein.
8.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by Consultant in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer.
8.5 Cost Records. Consultant shall maintain all books,documents,papers, employee
time sheets,accounting records, and other evidence pertaining to costs incurred while performing
under this Agreement and shall make such materials available at its offices at all reasonable
times during the term of this Agreement and for three (3) years from the date of final payment
for inspection by Agency and copies thereof shall be promptly furnished to Agency upon
request.
9. ENFORCEMENT OF AGREEMENT
9.1 California Law. This Agreement shall be construed and interpreted both as to
validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim, or matter arising out of or in relation to this
Agreement shall be instituted in the Superior Court of the County of Riverside, State of
California,or any other appropriate court in such county, and Consultant covenants and agrees to
submit to the personal jurisdiction of such court in the event of such action.
9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting parry on any default shall impair such right or remedy or be construed as a waiver.
No consent or approval of Agency shall be deemed to waive or render unnecessary Agency's
consent to or approval of any subsequent act of Consultant. Any waiver by either party of any
default must be in writing and shall not be a waiver of any other default concerning the same or
any other provision of this Agreement.
5 Rem d:3123107
507639.2
9.3 Riahts and Remedies are Cumulative. Except with respect to rights and
remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the
parties are cumulative and the exercise by either parry of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other party.
9.4 Legal Action. In addition to any other rights or remedies, either party may take
legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for
any default, to compel specific performance of this Agreement, to obtain injunctive relief, a
declaratory judgment, or any other remedy consistent with the purposes of this Agreement.
9.5 Termination Prior to Expiration of Term. Agency reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty(30) days written notice
to Consultant, except that where termination is due to the fault of Consultant and constitutes an
immediate danger to health, safety, and general welfare,the period of notice shall be such shorter
time as may be determined by the Agency. Upon receipt of the notice of termination, Consultant
shall immediately cease all services hereunder except such as may be specifically approved by
the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior
to receipt of the notice of termination and for any services authorized by the Contract Officer
thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30)
days written notice to Agency.
10. AGENCY OFFICERS AND EMPLOYEES: NON-DISCRUMNATION
10.1 Non-Liability of Aaency Officers and Employees. No officer or employee of
Agency shall be personally liable to the Consultant, or any successor-in-interest, in the event of
any default or breach by Agency or for any amount which may become due to the Consultant or
its successor, or for breach of any obligation of the terms of this Agreement.
10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself,
its heirs, executors, assigns, and all persons claiming under or through them, that there shall be
no discrimination or segregation in the performance of or in connection with this Agreement
regarding any person or group of persons on account of race, color, creed, religion, sex, marital
status,disability, sexual orientation,national origin,or ancestry.
11. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice, demand, request, consent, approval, or communication either
party desires or is required to give to the other parry or any other person shall be in writing and
either served personally or sent by pre-paid, first-class mail to the address set forth below. Either
party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated seventy-two(72) hours from the time of mailing if mailed
as provided in this Section.
6 Revmd'3/23/07
507639.2
To Agency: City of Palm Springs
Community Redevelopment Agency
Attention: Executive Director and
Assistant Secretary
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262
To Consultant: Keyser Marston Associates, Inc.
500 South Grand Avenue, Suite 1480
Los Angeles, CA 90071
Attention:Kathleen Head,
Managing Principal
11.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and cannot be amended or modified except by written agreement.
11.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severabilitv. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by
valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability
shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement,which shall be interpreted to carry out the intent of the parties hereunder.
11.5 Authoritv. The persons executing this Agreement on behalf of the parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said parties and that
by so executing this Agreement the parties hereto are formally bound to the provisions of this
Agreement.
7 Revised:U23107
507639.2
[SIGNATURE PAGE SEPARATELY ATTACHED]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates
stated below.
"AGENCY"
City of Palm Springs Community
Redevelopment Agency
Date:
David H.Ready,Esq.,
Executive Director
APPROVED
hkt bN Go �bdi1
APPROVED AS TO FORM: ATTEST:
By: AAssie
Dou s C.Holland,Esq. Thompson,Agency Counsel nt Secretary
"CONSULTANT"
�i - Keyser Marston Associates, Inc.
Date:&rt 1 `f 2-0i By :�16 —
Kathleen Head, Managing Principal
Date:
as
Not fie €xeeed �_
Without The Express Written
Authorization Of The City
Manager.
g Revised:3123/07
507639.2
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9 Revised:3r2M7
507639.2
EXHIBIT "A"
CONSULTANT'S
SCOPE OF SERVICES/WORK
Including,
Schedule of Fees
and
Schedule of Performance
10 Revised:323/07
507639.2
KEYSER MARSTON ASSOCIATES.
ADVISORS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT
March 25, 2011
ADvuo W. John Raymond
`M PMENT Director of Community & Economic Development
1ttDEKkt(}Pb1EN1'.
AEfORDkBLE HOMIIJO City of Palm Springs
ECDNgMtCDEYELOPMWT 3200 Tahquitz Canyon Way
AN FRAaCI�o Palm Springs, California 92262
A IRMY KMER
TIMOTHY C KELLY
KATE EAKLEFWK Re: Financial Consulting Services: Desert Fashion Plaza
CE"AE M.KERN
ROURTI.WETMDRE
RE FD T-KAMAFLN" Dear John:
L05ANGEUS .
KAT tUN H.HEAD Keyser Marston Associates, Inc.(KMA)is pleased to submit the following proposal to
JAMI$A RASE
PAVLCANDEa ON provide financial consulting services to the City of Palm Springs(City) related to the
caKINIIN E.
F.W a proposed redevelopment of the Desert Fashion Plaza property. The following proposal
KEVIN E.ENGSTppM
DUE L.RO.EY outlines the scope of services being proposed by KMA and the estimated fee for
DENISE BICUMTA£F services.
SAN DUE
GE"ALD M.TmMsu BACKGROUND STATEMENT
PAUL C.MA RA
The City is currently negotiating with Wessman Development(Wessman)for a plan to
redevelop Desert Fashion Plaza,to add a ballroom to the adjacent Hyatt Regency Suites
(Hyatt), and to redevelopment the Town & Country Center that is located across Palm
Canyon Boulevard from the Desert Fashion Plaza.
At this time,the City is requesting financial consulting services related to the Desert
Fashion Plaza redevelopment and the Hyatt ballroom construction. At a later date, KMA
may be asked to provide assistance related to the Town & Country center
redevelopment.
The City has adopted a Specific Plan for the Desert Fashion Plaza site. As of February
2011, two proposed development plans for Desert Fashion Plaza had been submitted by
Wessman. However, a plan has not yet received City Council approval. It is our
understanding that the City will only consider scopes of development that comply with all
the requirements of the adopted Specific Plan.
500 SOUTH GRAND AVENUE,SUITE 1480 > LOS ANGELES,CALIFORNIA 90U71 > PHONE:213 622 8095 Y FAX 213.622.5204
1103026;KMA:KHH:gbd
W W W.KEYSERMARSTON.COM 99900.900
John Raymond March 25, 2011
City of Palm Springs Page 2
PROPOSED SCOPE OF SERVICES
KMA is proposing to provide the City with consulting services that may include, but not
be limited to,the following tasks or services:
1. Evaluate the strengths and weaknesses associated with providing financial
assistance to Wessman versus acquiring the property and seeking an alternate
developer and assistance package;
2. Assist the City in structuring a Development Agreement for the project, including
time frames and incentives for an expeditious schedule of performance;
3. Determine the financial gap associated with the approved scope of development;
4. Assist the City in structuring the financial commitment to the project; provide
input to the City in developing potential joint development strategies; and identify
possible financing structures;
5. Provide negotiations support; and
6. Provide other financial advice, and prepare reports, presentations, and related
tasks as requested by the City.
BUDGET
KMA proposes to undertake the proposed scope of services on a time-billed basis in
accordance with our standard hourly billing rates. It is our estimate that the proposed
scope of services can be completed for a cost in the range of$20,000. KMA will provide
the City with detailed progress reports with our monthly billings to keep the City informed
as to the status of the remaining budget versus the tasks remaining to be completed.
The applicable billing rate schedule follows:
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 $85.00
1103026;KMA:KHH:gbd
99900.900
John Raymond March 25, 2011
City of Palm Springs Page 3
Billing rates will be increased by 50%for time spent in court testimony. Directly related
job expenses not included in the above rates are: auto mileage, hotels and motels,
meals, delivery, graphics and printing. Directly related job expenses will be billed at
110% of cost.
KMA will provide consulting services on an as needed basis at the City's direction. KMA
looks forward to being of assistance on this assignment. Please do not hesitate to call if
the proposed scope of services can be modified to better meet your needs.
Sincerely,
KEYSER MARSTON ASSOCIATES, INC.
� �
Kathleen Head
1103026;KMA:KHH:gbd
99900.900
EXHIBIT `B"
INSURANCE PROVISIONS
Including
Verification of Coverage,
Sufficiency of Insurers,
Errors and Omissions Coverage,
Minimum Scope of Insurance,
Deductibles and Self-Insured Retentions, and
Severability of Interests (Separation of Insureds)
I1 Revised:3/23/07
507639.2
Insurance
Consultant shall procure and maintain, at its sole cost and expense, and submit
concurrently with its execution of this Agreement, in a form and content satisfactory to the
Agency, public liability and property damage insurance against all claims for injuries against
persons or damages to property resulting from Consultant's performance under this Agreement.
Consultant shall also carry workers' compensation insurance in accordance with California
workers' compensation laws. Such insurance shall be kept in full force and effect during the
term of this Agreement, including any extension thereof, and shall not be cancelable without
thirty (30) days advance written notice to Agency of any proposed cancellation. Certificates of
insurance evidencing the foregoing and designating the Agency, its elected officials, officers,
employees, agents, and volunteers as additional named insureds by original endorsement shall be
delivered to and approved by Agency prior to commencement of services. The procuring of such
insurance and the delivery of policies, certificates, and endorsements evidencing the same shall
not be construed as a limitation of Consultant's obligation to indemnify Agency, its elected
officials, officers,agents, employees, and volunteers.
A. Minimum Scope of Insurance. The minimum amount of insurance required
hereunder shall be as follows:
1. Comprehensive general liability and personal injury with limits of at least
one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two
million dollars($2,000,000)general aggregate;
2. Automobile liability insurance with limits of at least one million dollars
($1,000,000.00)per occurrence;
3. Professional liability (errors and omissions) insurance with limits of at
least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000)
annual aggregate, and,
4. Workers' Compensation insurance in the statutory amount as required by
the State of California and Employer's Liability Insurance with limits of at least one million
dollars$1 million per occurrence. If Consultant has no employees,Consultant shall complete the
Agency's Request for Waiver of Workers' Compensation Insurance Requirement form.
For any claims related to this Agreement, Consultant's insurance coverage shall be
primary insurance as respects Agency and its respective elected officials, officers, employees,
agents,and volunteers. Any insurance or self-insurance maintained by Agency and its respective
elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's
insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability
Insurance only, the insurer shall waive all rights of subrogation and contribution it may have
against Agency, its elected officials,officers, employees, agents, and volunteers.
B. Errors and Omissions Coverage. If Consultant provides claims made
professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail
insurance in the amount required by this Agreement to cover claims made within three years of
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the completion of Consultant's services under this Agreement, or (2) to maintain professional
liability insurance coverage with the same carrier, or equivalent coverage with another company,
in the amount required by this Agreement for at least three years after completion of
Consultant's services under this Agreement. Consultant shall also be required to provide
evidence to Agency of the purchase of the required tail insurance or continuation of the
professional liability policy.
C. Sufficiency of Insurers. Insurance required herein shall be provided by
authorized insurers in good standing with the State of California. Coverage shall be provided by
insurers admitted in the State of California with an A.M.Best's Key Rating of B++, Class VII, or
better,unless otherwise acceptable to the Agency.
D. Verification of Coverage. Consultant shall furnish Agency with both certificates
of insurance and endorsements, including additional insured endorsements, effecting all of the
coverages required by this Agreement. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be
received and approved by the Agency before work commences. Agency reserves the right to
require Consultant's insurers to provide complete, certified copies of all required insurance
policies at any time. Additional insured endorsements are not required for Errors and Omissions
and Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the Community Redevelopment Agency of the City of
Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved
Additional Insured Endorsement with the following endorsements stated on the certificate:
1. "The Community Redevelopment Agency of the City of Palm Springs, its officials,
employees, and agents are named as an additional insured for any and all work performed with
the Agency. "
2. "This insurance is primary and non-contributory over any insurance or self-
insurance the Agency may have for any and all work performed with the Agency."
3. "Should any of the above described policies be canceled before the expiration
date thereof, the issuing company will mail 30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed out.
4. Both the Workers' Compensation and Employers' Liability policies shall contain
the insurer's waiver of subrogation in favor of Agency, its elected officials, officers, employees,
agents,and volunteers.
In addition to the endorsements listed above,the Community Redevelopment Agency of the City
of Palm Springs shall be named the certificate holder on the policies.
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507639.2
• All certificates of insurance and endorsements are to be received and approved by the Agency
before work commences. All certificates of insurance must be authorized by a person with
authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter.
Failure to obtain the required documents prior to the commencement of work shall not waive the
Consultant's obligation to provide them.
E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the Agency prior to commencing any work or
services under this Agreement. At the option of the Agency, either the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the Agency, its elected officials,
officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration, and defense expenses.
Certificates of Insurance must include evidence of the amount of any deductible or self-insured
retention under the policy. Consultant guarantees payment of all deductibles and self-insured
retentions.
F. Severability of Interests (Separation of Insureds). This insurance applies
separately to each insured against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
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507639.2