HomeMy WebLinkAbout00423C - ROSENOW SPEVACEK GROUP AB1290 IMPLEMENTATION PLAN AFFORDABLE HOUSING Rosenow Spevacek Group
. AB1290 Implentation Plan
AGREEr M 1423C
R1138, 7-5-01
CONTRACT SERVICES AGREEMENT FOR
THE PREPARATION OF THE COMMUNITY REDEVELOPMENT AGENCY'S AB 1290
IMPLEMENTATION PLAN/HOUSING COMPLIANCE REPORT
THIS CONTRACT SERVICES AGREEMENT(herein "Agreement"), is made and entered
into this day of 2001, by and between THE COMMUNITY
REDEVELOPMENT AGENCY TH OF PALM SPRINGS, a municipal corporation,
(herein"Agency")and Rosenow Spevacek Group, Inc. (herein"Contractor"). The parties hereto
agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, the Contractor shall provide those services specified in the "Scope of Services"
attached hereto as Exhibit"A and incorporated herein by this reference, which services may be
referred to herein as the"services" or"work"hereunder. Asa material inducement to the Agency
entering into this Agreement, Contractor represents and warrants that Contractor is a provider of
first class work and services and Contractor is experienced in performing the work and services
contemplated herein and,in light of such status and experience,Contractor covenants that itshall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be of good quality, fit for the purpose intended.
1.2 Contractor's Proposal. The Scope of Services shall include the Contractor's
proposal or bid which shall be incorporated herein by this reference as though fully set forth
herein. In the event of any inconsistency between the terms of such proposal and this Agreement,
the terms of this Agreement shall govern.
1.3 Co
ompliainancnce with Law. All services rendered hereunder shall be provided
in accordance with all ordes, resolutions, statutes, rules, and regulations of the Agency and
any Federal, State or local governmental agency having jurisdiction in effect at the time service
is rendered.
1.4 Licenses Permits. Fees and Assessments. Contractor 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. Contractorshall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest,which may be
imposed by law and arise from or are necessary for the Contractor's performance of the services
required by this Agreement, and shall indemnify, defend and hold harmless Agency against any
such fees, assessments, taxes penalties or interest levied, assessed or imposed against Agency
hereunder.
1.5 Familiarity with Work. By executing this Contract, Contractor warrants that
Contractor(a)has thoroughly investigated and considered the scope of services to be performed,
(b) has carefully considered how the services should be performed, and (c)fully understands the
facilities, difficulties and restrictions attending performance of the services under this Agreement.
If the services involve work upon any site, Contractor warrants that Contractor has or will
investigate the site and is or will be fully acquainted with the conditions there existing, prior to
commencement of services hereunder. Should the Contractor discover any latent or unknown
conditions,which will materially affect the performance of the services hereunder,Contractorshall
immediately inform the Agency of such fact and shall not proceed except at Contractor's risk until
written instructions are received from the Contract Officer.
1.6 Care of Work. The Contractor shall adopt reasonable methods during the
life of the Agreement to furnish continuous protection to the work, and the equipment, materials,
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papers, documents, plans, studies and/or other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until acceptance
of the work by Agency, except such losses or damages as may be caused by Agency's own
negligence.
1.7 Further Responsibilities of Parties. Both parties agree to use reasonable
care and diligence to perform their respective obligations under this Agreement. Both parties
agree to act in good faith to execute all instruments, prepare all documents and take all actions
as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter
specified, neither party shall be responsible for the service of the other.
1.8 Additional Services. Agency shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond that
specified in the Scope of Services or make changes by altering, adding to or deducting from said
work. No such extra work may be undertaken unless a written order is first given by the Contract
Officer to the Contractor, incorporating therein any adjustment in (i)the Contract Sum, and/or(ii)
the time to perform this Agreement,which said adjustments are subject to the written approval of
the Contractor. Any increase in compensation of five percent (5%) or less of the Contract Sum,
or in the time to perform of one hundred eighty (180) days or less may be approved by the
Contract Officer. Any greater increases,taken either separately or cumulatively must be approved
by the Agency Board. It is expressly understood by Contractor that the provisions of this Section
shall not apply to services specifically set forth in the Scope of Services or reasonably
contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Contractor anticipates and that Contractor shall not be entitled to additional compensation
therefore.
1.9 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B"
shall govern.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement, the
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit"C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of TWELVE THOUSAND FIVE HUNDRED DOLLARS ($12,500.00) (herein
"Contract Sum"), except as provided in Section 1.8. The method of compensation may include:
(i) a lump sum payment upon completion, (ii) payment in accordance with the percentage of
completion of the services, (iii) payment for time and materials based upon the Contractor's rates
as specified in the Schedule of Compensation, but not exceeding the Contract Sum or(iv) such
other methods as may be specified in the Schedule of Compensation. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,telephone expense,
transportation expense approved by the Contract Officer in advance, and no other expenses and
only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance
of Contractor at all project meetings reasonably deemed necessary by the Agency; Contractor
shall not be entitled to any additional compensation for attending said meetings.
2.2 Method of Payment. Unless some other method of payment is specified in
the Schedule of Compensation, in any month in which Contractor wishes to receive payment, no
later than the first(1 st)working day of such month, Contractor shall submit to the Agency in the
form approved by the Agency's Director of Finance, an invoice for services rendered prior to the
date of the invoice. Except as provided in Section 7.3, Agency shall pay Contractor for all
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expenses stated thereon which are approved by Agency pursuant to this Agreement no later than
the last working day of the month.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Contractor shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto
as Exhibit "D", if any, and incorporated herein by this reference. When requested by the
Contractor, extensions to the time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
3.3 Force Maieure. The time period(s)specified in the Schedule of Performance
for performance of the services rendered pursuant to this Agreement shall be extended because
of any delays due to unforeseeable causes beyond the control and without the fault or negligence
of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually
severeweather,fires,earthquakes,floods,epidemics,quarantine restrictions,riots,strikes,freight
embargoes, wars, litigation, and/or acts of any governmental agency, including the Agency, if the
Contractor shall within ten (10) days of the commencement of such delay notify the Contract
Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the
extent of delay, and extend the time for performing the services for the period of the enforced
delay when and if in the judgment of the Contract Officer such delay is justified. The Contract
Officer's determination shall be final and conclusive upon the parties to this Agreement. In no
event shall Contractor be entitled to recover damages against the Agency for any delay in the
performance of this Agreement,howevercaused,Contractor's sole remedy being extension of the
Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Section 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one(1)year from the date hereof,except as otherwise provided in the Schedule
of Performance.
4.0 COORDINATION OF WORK
4.1 Representative of Contractor. The following principals of Contractor are
hereby designated as being the principals and representatives of Contractor authorized to act in
its behalf with respect to the work specified herein and make all decisions in connection therewith:
James C.,Simon, Principal
It is expressly understood thatthe experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for Agency to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Contractor and devoting sufficient time to personally supervise the
services hereunder. For purposes of this Agreement,the foregoing principals may not be replaced
nor may their responsibilities be substantially reduced by Contractor without the express written
approval of Agency.
4.2 Contract Officer. The Contract Officer shall be such person as may be
designated by the Agency Manager of Agency. It shall be the Contractor's responsibility to assure
that the Contract Officer is kept informed of the progress of the performance of the services and
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the Contractor shall refer any decisions which 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. The Contract Officer shall have authority to sign all documents
on behalf of the Agency required hereunder to carry out the terms of this Agreement.
4.3 Prohibition Against Subcontracting or Assignment. The experience,
knowledge, capability and reputation of Contractor, its principals and employees were a
substantial inducement for the Agency to enter into this Agreement. Therefore, Contractor shall
not contract with any other entity to perform in whole or in part the services required hereunder
without the express written approval of the Agency. In addition, neither this Agreement nor any
interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily
or by operation of law, whether for the benefit of creditors or otherwise, without the prior written
approval of Agency. Transfers restricted hereunder shall include the transfer to any person or
group of persons acting in concert of more than twenty five percent (25%) of the present
ownership and/or control of Contractor, taking all transfers into account on a cumulative basis.
In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Contractor or any surety of
Contractor of any liability hereunder without the express consent of Agency.
The Agency's policy is to encourage the awarding of subcontracts to persons or entities
with offices located within the jurisdictional boundaries of the Agency of Palm Springs and,if none
are available, to persons or entities with offices located in the Coachella Valley ("Local
Subcontractors"). Contractor hereby agrees to use good faith efforts to award subcontracts to
Local Subcontractors, if Local Subcontractors are qualified to perform the work required. In
requesting for the Agency to consent to a subcontract with a person or entity that is not a Local
Subcontractor, the Contractor shall submit evidence to the Agency that such good faith efforts
have been made or that no Local Subcontractors are qualified to perform the work. Said good
faith efforts may be evidenced by placing advertisements inviting proposals orbysending requests
for proposals to selected Local Subcontractors. The Agency may consider Contractor's efforts in
determining whether it will consent to a particular subcontractor. Contractor shall keep evidence
of such good faith efforts and copies of all contracts and subcontracts hereunder for the period
specified in Section 6.2.
4.4 Independent Contractor. Neither the Agency nor any of its employees shall
have any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth herein. Agency shall have no
voice in the selection, discharge, supervision or control of Contractor's employees, servants,
representatives or agents, or in fixing their number, compensation or hours of service. Contractor
shall perform all services required herein as an independent contractor 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. Contractor 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. Agency shall not in any way or
for any purpose become or be deemed-to be a partner of Contractor in its business or otherwise
or a joint venturer or a member of any joint enterprise with Contractor.
5.0 INSURANCE, INDEMNIFICATION AND BONDS
5.1 Insurance. The Contractor shall procure and maintain, at its sole cost and
expense, in a form and content satisfactory to Agency, during the entire terrn-of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of comprehensive
general liability insurance written on a per occurrence basis. If the Contract Sum is$25,000.00 or
less,the policy of insurance shall be written in an amount not less than either(i)a combined single
limit of $500,000.00 or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per
occurrence and $500,000.00 products and completed operations and property damage limits of
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$100,000.00 per occurrence and $100,000.00 in the aggregate. If the Contract Sum is greater
than $25,000.00 but less than or equal to $100,000.00, the policy of insurance shall be in an
amount not less than either(i)a combined single limit of$1,000,000.00 for bodily injury, death and
property damage or (ii) bodily injury limits of $500,000.00 per person, $1,000,000.00 per
occurrence and $1,000,000.00 products and completed operations and property damage limits
of$500,000.00 per occurrence and$500,000.00 in the aggregate. If the Contract Sum is greater
than $100,000.00, the policy of insurance shall be in an amount not less than $5,000,000.00
combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for both the Contractor and the Agency against
any loss, claim or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Contractor in the course of carrying out the
work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either (i) bodily injury
liability limits of$250,000.00 per person and $500,000.00 per occurrence and property damage
liability limits of $100,000.00 per occurrence and $250,000.00 in the aggregate or(ii) combined
single limit liability of $500,000.00. Said policy shall include coverage for owned, non-owned,
leased and hired cars.
(d) Additional Insurance. Policies of such other insurance, including
professional liability insurance, as may be required in the Special Requirements.
All of the above policies of insurance shall be primary insurance and shall name the
Agency, its officers, employees and agents as additional insureds. The insurer shall waive all
rights of subrogation and contribution it may have against the Agency, its officers, employees and
agents and their respective insurers. All of said policies of insurance shall provide that said
insurance may not be amended or cancelled without providing thirty (30) days prior written notice
by registered mail to the Agency. In the event any of said policies of insurance are cancelled, the
Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance
with this Section 5.1 to the Contract Officer. No work or services under this Agreement shall
commence until the Contractor has provided the Agency with Certificates of Insurance or
appropriate insurance binders evidencing the above insurance coverages and said Certificates
of Insurance or binders are approved by the Agency.
The Contractor agrees that the provisions of this Section 5.1 shall not be construed as
limiting in any the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities or the activities of
any person or persons for which the Contractor is otherwise responsible.
In the event the Contractor subcontracts any portion of the work in compliance with Section
4.3 of this Agreement, the contract between the Contractor and such subcontractor shall require
the subcontractor to maintain the same policies of insurance that the Contractor is required to
maintain pursuant to this Section 5.1.
5.2 Indemnification. Contractor agrees to indemnify the Agency, its officers,
agents and employees against, and will hold and save them and each of them harmless from,any
and all actions,suits,claims,damages to persons or property,losses,costs,penalties,obligations,
errors,omissions or liabilities, (herein"claims or liabilities")that may be asserted or claimed by any
person, firm or entity arising out of or in connection with the negligent performance of the work,
operations or activities of Contractor, its agents, employees, subcontractors,or invitees, provided
for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from
Contractor's negligent performance of or failure to perform any term, provision covenant or
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condition of this Agreement, whether or not there is concurrent passive or active negligence on
the part of the Agency, its officers, agents or employees but excluding such claims or liabilities
arising from the sole negligence or willful misconduct of the Agency, its officers, agents or
employees, who are directly responsible to the Agency, and in connection therewith:
(a) Contractor will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the Agency, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Contractor
hereunder; and Contractor agrees to save and hold the Agency, its officers, agents, and
employees harmless therefrom;
(c) In the event the Agency, its officers, agents or employees is made a party to any
action or proceeding filed or prosecuted against Contractor for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Contractor hereunder, Contractor agrees to pay to the Agency, its
officers, agents oremployees, any and all costs and expenses incurred by the Agency, its officers,
agents or employees in such action or proceeding, including but not limited to, legal costs and
attorneys' fees.
5.3 Performance Bond. Concurrently with execution of this Agreement,
Contractor shall deliver to Agency a performance bond in the sum of the amount of this
Agreement, in the form provided by the Agency Assistant Secretary, which secures the faithful
performance of this Agreement, unless such requirement is waived by the Contract Officer. The
bond shall contain the original notarized signature of an authorized officer of the surety and affixed
thereto shall be a certified and current copy of his power of attorney. The bond shall be
unconditional and remain in force during the entire term of the Agreement and shall be null and
void only if the Contractor promptly and faithfully performs all terms and conditions of this
Agreement.
5.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this
Agreement shall be satisfactory only if issued by companies qualified to do business in California,
rated"A"or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the
Federal Register, and only if they are of a financial category Class VII or better, unless such
requirements are waived by the Risk Manager of the City of Palm Springs due to unique
circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work
or services to be performed under this Agreement creates an increased or decreased risk of loss
to the Agency, the Contractor agrees that the minimum limits of the insurance policies and the
performance bond required by this Section 5 may be changed accordingly upon receipt of written
notice from the Risk Manager; provided that the Contractor shall have the right to appeal a
determination of increased coverage by the Risk Manager to the Agency Boardl within 10 days
of receipt of notice from the Risk Manager.
6.0 RECORDS AND REPORTS
6.1 Reports. Contractor shall periodically prepare and sutbmit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require. Contractor hereby acknowledges that the Agency is greatly
concerned about the cost of work and services to be performed pursuant to this Agreement. For
this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances,
techniques, or events that may or will materially increase or decrease the cost of the work or
services contemplated herein or, if Contractor is providing design services, the cost of the project
being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance,
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technique or event and the estimated increased or decreased cost related thereto and, if
Contractor is providing design services, the estimated increased or decreased cost estimate for
the project being designed.
6.2 Records. Contractor shall keep, and require subcontractors to keep, such
books and records as shall be necessary to 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 times during normal business
hours of Agency, including the right to inspect, copy, audit and make records and transcripts from
such records. Such records shall be maintained for a period of three (3) years following
completion of the services hereunder, and the Agency shall have access to such records in the
event any audit is required.
6.3 Ownership of Documents. All drawings, specifications, reports, records,
documents and othermaterials prepared by Contractor,its employees, subcontractors and agents
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
Contractor shall have no claim for further employment or additional compensation as a result of
the exercise by Agency of its full rights of ownership of the documents and materials hereunder.
Any use of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Contractor will be at the Agency's sole risk and without
liability to Contractor, and the Agency shall indemnify the Contractor for all damages resulting
therefrom. Contractor may retain copies of such documents for its own use. Contractor shall have
an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for
assignment to Agency of any documents or materials prepared by them, and in the event
Contractor fails to secure such assignment, Contractor shall indemnify Agency for all damages
resulting therefrom.
6.4 Release of Documents. The drawings, specifications, reports, records,
documents,and other materials prepared by Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract Officer.
7.0 ENFORCEMENT OF AGREEMENT
7.1 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 Contractor covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action.
7.2 Disputes. In the event of any dispute arising under this Agreement, the
injured party shall notify the injuring party in writing of its contentions by submitting a claim
therefor. The injured party shall continue performing its obligations hereunder so long as the
injuring party commences to cure such default within ten (10) days of service of such notice and
completes the cure of such default within forty-five (45) days after service of the notice, or such
longer period as may be permitted by the injured party; provided that if the default is an immediate
danger to the health, safety and general welfare, such immediate action may be necessary.
Compliance with the provisions of this Section shall be a condition precedent to termination of this
Agreement for cause and to any legal action, and such compliance shall not be a waiver of any
party's right to take legal action in the event that the dispute is not cured, provided that nothing
herein shall limit Agency's or the Contractor's right to terminate this Agreement without cause
pursuant to Section 7.8.
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7.3 Retention of Funds. Contractor hereby authorizes Agency to deduct from
any amount payable to Contractor(whether or not arising out of this Agreement) (i) any amounts
the payment of which may be in dispute hereunder orwhich are necessary to compensate Agency
for any losses, costs, liabilities, or damages suffered by Agency, and (ii) all amounts for which
Agency may be liable to third parties, by reason of Contractor's acts or omissions in performing
or failing to perform Contractor's obligation under this Agreement. In the event that any claim is
made by a third party, the amount or validity of which is disputed by Contractor, or any
indebtedness shall exist which shall appear to be the basis for a claim of lien, Agency may
withhold from any payment due, without liability for interest because of such withholding, an
amount sufficient to cover such claim. The failure of Agency to exercise such right to deduct or
to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and
protect Agency as elsewhere provided herein.
7.4 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
A party's consent to or approval of any act by the other party requiring the party's consent or
approval shall not be deemed to waive or render unnecessary the other party's consent to or
approval of any subsequent act. 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.
7.5 Rights 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 party 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.
7.6 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 declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
7.7 Liquidated Damaqes. Since the determination of actual damages for any
delay in performance of this Agreement would be extremely difficult or impractical to determine
in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and
shall pay to the Agency the sum of fifty dollars ($ 50 ) as liquidated damages for each working
day of delay in the performance of any service required hereunder, as specified in the Schedule
of Performance (Exhibit"D"). The Agency may withhold from any monies payable on account of
services performed by the Contractor any accrued liquidated damages.
7.8 Termination Prior to Expiration Of Term. This Section shall govern any
termination of this Agreement except as specifically provided in the following Section for
termination for cause. The Agency reserves the right to terminate this Agreement at any time,with
or without cause, upon thirty(30)days'written notice to Contractor, except that where termination
is due to the fault of the Contractor, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this
Agreement at any time upon,with orwithout cause, upon sixty(60)days'written notice to Agency,
except that where termination is due to the fault of the Agency, the period of notice may be such
shorter time as the Contractor may determine. Upon receipt of any notice of termination,
Contractor shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Contractor has initiated termination, the
Contractor shall be entitled to compensation for all services rendered prior to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination,
the Contractor shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section,
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the terminating party need not provide non-terminating party with the opportunity to cure pursuant
to Section 7.2.
7.9 Termination for Default of Contractor. If termination is due to the failure of
the Contractor to fulfill its obligations under this Agreement, Agency may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the same to completion by
contract or otherwise, and the Contractor shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the Agency shall use reasonable efforts to mitigate such damages), and Agency
may withhold any payments to the Contractor for the purpose of setoff or partial payment of the
amounts owed the Agency as previously stated.
7.10 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,
the prevailing party in such action or proceeding, in addition to any other relief which may be
granted,whether legal or equitable,shall be entitled to reasonable attorney's fees. Attorney's fees
shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall
be entitled to all other reasonable costs for investigating such action, taking depositions and
discovery and all other necessary costs the court allows which are incurred in such litigation. All
such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
8.0 Agency OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of Agency Officers and Employees. No officer or employee of
the Agency shall be personally liable to the Contractor, or any successor in interest, in the event
of any default or breach by the Agency or for any amount which may become due to the
Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest. No officer or employee of the Agency shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to the Agreement which effects his financial interest or the
financial interest of any corporation, partnership or association in which he is, directly or indirectly,
interested, in violation of any State statute or regulation. The Contractor warrants that it has not
paid or given and will not pay or give any third party any money or other consideration for
obtaining this Agreement.
8.3 Covenant Against Discrimination. Contractor covenants that, by and for
itself,its heirs,executors, assigns, and all persons claiming under or through them,that there shall
be no discrimination against or segregation of,any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin, or ancestry.
9.0 MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the Agency, to the Redevelopment Director and to the attention of the Contract Officer,
Community Redevelopment Agency of the City of Palm Springs, P.O. Box 2743, Palm Springs,
California 92263, and in the case of the Contractor, to the person at the address designated on
the execution page of this Agreement. Either party may change its address by notifying the other
party of the change of address in writing. Notice shall be deemed communicated at the time
9
personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in
this Section.
9.2 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or against
either party by reason of the authorship of this Agreement or any other rule of construction which
might otherwise apply.
9.3 Integration:Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations,arrangements,agreements and understandings,if any,between
the parties, and none shall be used to interpretthis Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
9.4 Severability. 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 a 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 are hereby declared as severable and shall be interpreted to
carry out the intent of the parties hereunder unless the invalid provision is so material that its
invalidity deprives either party of the basic benefit of their bargain or renders this Agreement
meaningless.
9.5 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this
Agreement, such party is formally bound to the provisions of this Agreement, and (iv)the entering
into this Agreement does not violate any provision of any other Agreement to which said party is
bound.
10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day first
above written.
"AGENCY"
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS, a public body,
corporate n litic
A T:
\\\\ ssistant Secretary
APPROVED AS TO FORM:
Agency CourWel
[SIGNATURES CONTINUED ON NEXT PAGE]
APPROVED BY ME rRMPF"
AGENCY FAY U-5. W0. 1138 1. -S- C�h
A�{�3�
11
"CONTRACTOR"
Rosenow Spevacek Group, Inc.
(Check One: _individual, _partnership, _,corporation)
[NOTARIZED]
✓ Signature
Print me: �1 ,
an , L, ��N41✓�
Print Title:
UaItPr�-d —'
—,[ OTARIZED]
Signature
Print Name: �_ p
Print Title:
Mailing Address:
R@ E'10111 SPEVACEK GROUP, IMC.
o f Chicle, to 305
Banta Ana rA 9945
(Corporations require two signatures; one from each of the following: (A) Chairman of Board,
President, any Vice President; AND (B) Secretary, Assistant Secretary, Treasurer, Assistant
Treasurer, or Chief Financial Officer.)
[END OF SIGNATURES / NOTARY JURAT(S) FOLLOW]
lla
i •
STATE OF CALIFORNIA )
ss.
COUNTY OF ��Y�dVpl�y (�
ON TI Vi�(llh� {„2 C01 before me, I�d06M,0� �1 �J—h g - Notary Public,
personallT d 1xill i t'd 1 .
personally known tq me 0 )to be the personks)
whose name(s)(fsime subscribed to the within instrument and acknowledged to me that
hefs ey-executed the same in his/ authorized capacityoes), and that by his/"w*teir
signature(*) on the instrument the person(*), or the entity upon behalf of which the person(*
acted, executed the instrument.
Witness my hand and official seal. [SEAL]
l µµ�� �p� z .; RE.ELCCAJOCAM
)Ct L Z�Ci`�,'•N�t/.L�j2/%� Crurnrnh,•ujn#13=32
Notary Public-Califomla
Signature ] Orange County
STATE OF CALIFORNIA )
ss.
COUNTY OF;OYAIIIi j Ok 2 � f( m�� � hiGOfl ; , ( Notary Public,
personally appeared 'jailrlb C (ai!i'l Z+1."7
personally known to me( of )to be the personf*
whose namef,3)C/mm subscribed to the within instrument and acknowledged to me that
heishe#key executed the same in his/hentl etrauthorized capacity(ise), and that by his/heNtfieir
signature(l) on the instrument the personM, or the entity upon behalf of which the persom(t)
acted, executed the instrument.
Witness my hand and official seal. [SEAL]
A.10R..GA
RFpFCCA.lO C�1HA�
Signature Commaaion$1 aQ9232 I
Ndnuy Public-caINamla
Grange County
NyComm E)0rw Jun 16,2M6
11b
conduct a review of he status of the Agency's Housing Fund to
determine whether, during the housing program term, there is a potential
excess surplus problem.
• Section 33334.4 of the Law- Policies regarding the expenditure of low
and moderate income housing funds over the duration of the
Redevelopment Plan. Monies in the fund should assist housing in the
same proportion as the total number of housing units needed for
moderate, low, and very low income households, as identified in the fair
share allocation model presented in the City's Housing Element.
• Section 33413(a) of the Law- The need, if any, for the Agency to
provide replacement housing units. If implementation of any of the non-
housing projects result in the destruction or removal of affordable units,
the compliance plan must identify locations for replacement units.
Further, any outstanding replacement housing needs resulting from
previous redevelopment projects will be identified and incorporated into
the housing plan.
• Section 33413(b) of the Law- The need to provide deed-restricted
affordable housing units at a rate of 0.15:1 for every new or substantially
rehabilitated unit developed by private interest in the Project Areas. The
compliance plan must quantify the number of residential units that have
or will be created in the Project Areas, the resulting affordable housing
production need, and how this need will be met.
B. Prepare the housing production plan which will involve the following tasks:
1. Conduct needs assessment/fulfillment of affordable housing productions
requirements to date for the Project Areas:
a. Identify the number of dwelling units destroyed or removed by the
Agency since adoption of the Project Areas:
b. Identify the number of dwelling units constructed in the Project
Areas since adoption;
i. Privately developed units
ii. Agency-developed units
C. Identify the number of dwelling units rehabilitated in the Project
Areas since adoption;
d. Of la-1c, delineate the number of dwelling units which have been
created or rehabilitated and reserved for:
i. Very low income households
ii. Low income households
iii. Moderate income households
2. Project the number of dwelling units to be privately
developed/rehabilitated during the next five (5) years:
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
13
a. Identify the projected number of units to be developed in the
Project Areas.
b. Identify the projected number of units to be rehabilitated in the
Project Areas.
C. Of 2a and 2b, identify the projected number of dwellings units
that must be made available to:
i. Very low income households
ii. Low income households
iii. Moderate income households
3. Project the number of dwellings units to be developed /rehabilitated by
the Agency during the next five (5) years:
a. The number of units to be developed in the Project Areas.
b. The number of units to be rehabilitated i the Project Areas.
C. Of 3a and b, calculate the number of dwelling units that must be
available to:
i. Very low income households
ii. Low income households
iii. Moderate income households
4. Review affordable housing goals, objectives and programs contained in
the City's Housing Element.
5. Project revenues to fund affordable housing production.
6. Delineate implementation projects/programs and sites for housing
development in sufficient detail to measure performance, including on an
annual basis, expenditures, and number of units developed,
rehabilitated, destroyed, or assisted.
7. Develop a schedule of actions for implementing the housing
compliance/implementation plan.
V. Adopt the Implementation Plan/Compliance Plan Update
A. Circulate screencheck draft implementation plan and compliance plan update to
Agency staff and legal counsel. Meet with staff to discuss comments and
prepare final draft incorporating comments received. It will be the obligation of
the Contractor to prepare a legally sufficient Implementation Plan.
1. RSG will prepare the public hearing notice for review by legal counsel
and prepare the necessary staff report and adopting resolution.
2. Present final implementation plan at Agency public hearing. Note: A
total of three meetings (2 staff, 1 Agency public hearing) have been
included in this scope of work. Any additional meetings would be billed
on a time-and-materials basis.
EXHIBIT "A"
TO CONTRACT SERVICES AGREEMENT
14
EXHIBIT "B"
SPECIAL REQUIREMENTS
Section 5.3, Performance Bond, is hereby waived.
EXHIBIT "B"
TO CONTRACT SERVICES AGREEMENT
15
EXHIBIT "B"
SPECIAL REQUIREMENTS
There are no special requirements.
EXHIBIT "B"
TO CONTRACT SERVICES AGREEMENT
15
EXHIBIT "C"
SCHEDULE OF COMPENSATION
RSG will undertake the activities presented in the Proposal Detail for a fee not to exceed
$12,500.
The Contractor shall be eligible for compensation of up to $6,250 (50% of contract amount)
based on time and materials, after the following tasks have been completed:
(1) Data Collection
(2) Scoping Meeting
(3) Identify Non-Housing Projects
(4) Identify Housing Projects
(5) Prepare Draft Implementation Plan
The Contract may submit for payment of up to the final 50% of the Contract amount after the
project is complete, including
(6) Submittal
(7) Circulate the Plan for Review
(8) Plan Adoption
This includes attendance at three (3) meetings. The Contractor will bill on a time-and-materials
basis at the following rates:
Principal $150
Senior Associate $125
Associate $100
Analyst $ 75
Research Assistant $ 65
Word Processor/Graphic Artist $ 45
Clerical $ 35
Reimbursable expenses, such as overnight mail, copies in excess of those noted above, etc.,
will be billed at cost plus ten percent (10%).
EXHIBIT "C"
TO CONTRACT SERVICES AGREEMENT
16
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Contractor shall be given a Notice to Proceed by the Redevelopment Director no later than
seven (7) days after execution of the contract.
Contractor shall prepare a draft of the Implementation Plan by September 15, 2001. Final
adoption of the Implementation Plan shall be no later than October 31, 2001.
EXHIBIT "D"
TO CONTRACT SERVICES AGREEMENT
17
ACORD CERTIFICATES LIABILITY INSURANCE 0
DATE AUG2101 '
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
GELKER&ROHRER INSURANCE AGENCY CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
2402 MICHELSON,SUITE 100 DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
IRVINE CA 92612 POLICIES BELOW.
PHONE: 949-862.4900
FAX: 949-752-2950 Agency Lic#:0560758 COMPANIES AFFORDING COVERAGE
INSURED COMPANYA CNA
ROSENOW SPEVACEK GROUP INC COMPANY B. EVEREST NATIONAL INSURANCE COMPANY
540 N GOLDEN CIR#305
SANTA ANA CA 92705 COMPANY C ROYAL SURPLUS LINES INSURANCE COS
COMPANY D. 'I'AUG 2,q
COMPANY E. %,
rnvpphrpA \a ,
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY P Po-'INDICATED,✓
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICA AYW9E�SS
CONDITIO LED
OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, E%CLUSIONS ANO NS OF SITCFI POLICIES.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INER TYPE OF INSURANCE POLICYNUMBER POLIOYLTF IIARIEFF-ECTIYE POLICY ExPIRATION LIMITS
o GENERAL LIABILITY B 1027765751 JAN 14 01 JAN 14 02 EACH OCCURRENCE $ 1,000,000
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any One Fire) $ 100,000
CLAIMS MADE OCCUR VIED E%P(Any One Person) $ 5,000
A PERSONAL&ADV INJURY $ 1,000,000
GENERALAGGREGATE $ 1,000,000
GENT AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO. $ 1,000,000
POLICY D PROJECT LOC
AUTOMOBILE LIABILITY B 1027765765 JAN 14 01 JAN 14 02 COMBINED SINGLE LIMIT $ 1,DBB,000
ANY AUTO (Ea accident)
ALL OWNED AUTOS BODILY INJURY
(SCHEDULED AUTOS Per person) $
A
X HIRED AUTOS BODILY INJURY
X NON-OWNED AUTOS (Per accident) $
PROPERTY DAMAGE $
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANYAUTO OTHER THAN EAACC
1 $
AUTO ONLY. AGO $
EXCESS LIABILITY B 1027765779 JAN 14 01 JAN 14 02 EACH OCCURRENCE $ 1,000,000
X OCCUR CLAIMS MADE AGGREGATE $ 1,000,000
A a
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND 3900008166.011 JAN 14 01 JAN 14 02 NC STATU- OTHER
EMPLOYERS'LIABILITY aRY--LIMIT
B EL EACH ACCIDENT $ 1,000,000
E.L.DISEASE-EA EMPLOYEE $ 1,000,000
EL DISEASE-POLICY LIMIT $ 1,000,000
OTHER: PROFESSIONAL KZD526482 MAR 1 01 MAR 1 02 $1,000,000 AGGREGATE
C LIABILITY $ 5,000 DEDUCTIBLE
I
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
PALM SPRINGS,ITS OFFICERS,EMPLOYEES AND AGENTS ARE ADDITIONAL INSUREDS.
CERTIFICATE HOLDER ADDITIONAL INSURED;INSURER LETTER: CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALM SPRINGS EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF NOTICE TO THE CERTIFICATE HOLDER NAMED'TQ THE LEFT
PALM SPRINGS
3200 TAHQUITZ CANYON WAY AUTHORIZED REPRESENTATIVE o
PALM SPRINGS,CA 92262 r 7
Attention: BARBARA J.WHITE
ACORD 25-S(7/97) Certificate# 16865
THIS'ENI)OkSEl— T CLARIFIES THE POLICY. PLEASE AD CAREFULLY.
WORKERS�OMPENSATION CHANGE E oORSEMENT AD, NO. 003
NAMED INSURED ADJUSTMENT DATE POLICY NUMBER
ROSENOW SPEVACEK GROUP, INC.
05-30-01 3900008166011
IF THIS ENDORSEMENT IS LISTED IN THE POLICY DECLARATIONS, COUNTERSIGNED BY. -IT IS IN EFFECT FROM THE TIME COVERAGE UNDER THIS POLICY
COMMENCES. OTHERWISE.THE EFFECTIVE DATE OF TI-I IS
ENDORSEMENT IS AS SHOWN ABOVE AT THE SAME TIME OR �`-
HOUR OFI-HE DAY AS THE POLICY BECAME EFFECTIVE, AUTHORIZED REPRESENTATIVE
POLICYTERM: 01-14-2001 TO 01-14-2002
CHANGE DESCRIPTION
THE POLICY IS AMENDED AS FOLLOWS :
ADD WAIVER OF SUBROGATION PERFORM WC 040306 , PREMIUM SUBJECT TO AUDIT
FOR CITY OF PALM SPRINGS, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY
OF PALM SPRINGS .
IT IS UNDERSTOOD AND AGREED THAT THE EFFECTIVE DATE OF THIS
ENDORSEMENT WILL BE 01/14/01 .
i
PREMIUM CHANGE
Additional/Return $
NCCICOMPANYNO. 28312
ILU 003 (0589)
Page 1
INSURED COPY
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ? KGY 3 0 2W( I, ' WC 04 03 CIG
k
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-
CAUFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that
you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the
work described in the Schedule.
The additional premium for this endorsement shall be 2 % of the California workers' compensation premium
otherwise due on such remuneration.
SCHEDULE
PERSON OR ORGANIZATION JOB DESCRIPTION
CITY OF PALM SPRINGS ALL OPERATION
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF PALM SPRINGS
ATTENTION:SAREARA J. WHITE
3200 TAHQUITZ CANYON WAY
PALM SPRINGS, CA. 922G2
This endorsement changes the policy to which it is attached and is effective on thedate issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
End orsement Effective 05-30-01 Policy No. 3900008166011 Endorsement No. 003
Insured ROSENOW SPEVACEK GROUP, INC. Premium $INCL.
Insui ance Company EVEREST NATIONAL INSURANCE COMPANY
Countersigned
-1998 by the Workers'Compensation 111SUmnce Rating Bureau of Califomia. All rights reserved.
From the WCI RB's California Workers'Compensation Insurance Fong Manual-1999.
INSURED COPY