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HomeMy WebLinkAbout7/3/2002 - STAFF REPORTS (3) DATE: July 3, 2002 TO: COMMUNITY REDEVELOPMENTAGENCY FROM: DIRECTOR OF COMMUNITY AND ECONOMIC DEVELOPMENT APPROVAL OF A CONTRACT FOR THE CONTINUATION OF THE VILLAGE OF PALM SPRINGS DEVELOPMENT CENTER RECOMMENDATION: That the Agency approve an Agreement for Contract Services for Fiscal Year 2002-03 with Jerry Ogbum d/b/a REDAC2 for the continuation of the Village of Palm Springs Development Center for an amount not to exceed$150,000. BACKGROUND: Jerry Ogburn has served as the Director of the Development Center since December, 1990 within the terms and conditions of an annual "Agreement for Contract Services". The initial annual "Contract Sum" relative to total compensation for these services was $135,000. Approximately a year later, this was decreased to $128,000 per year in response to a comprehensive City Council effort to reduce upper management staff compensation. Subsequently, staff compensation reductions were restored, but no compensation adjustments were made to this contract until June, 1998 when the initial annual "Contract Sum" of $135,000 was restored within the Fiscal Year 1998-99 Agreement. The FY 1999-2000 Agreement provided for a "Contract Sum" of $140,000, and this amount was continued for the FY 2000-01 Agreement. In anticipation of projected increases in Development Center operating costs and direct expenses for FY 2001-02, a "Contract Sum" of $144,000 was approved by City Council. For Fiscal Year 2002-03, a "Contract Sum" of $150,000 has been budgeted by the Community Redevelopment Agency. This is only $15,000 more per year than the initial contract amount of$135,000 in 1991-92. Mr. Ogburn works out of the Development Center located at 109 South Indian Canyon Drive. His primary responsibilities during the past year have been to: supervise the implementation of ongoing improvement projects throughout the Downtown and Uptown areas; provide technical assistance to property owners in Downtown and Uptown in renovating properties as well as helping to secure tenants to fill vacancies; manage CRA- owned properties, including buildings and parking facilities; act as Manager of Main Street-Palm Springs and the Uptown Palm Springs Association; manage the weekly VillageFest; and serve as Project Manager for Merged Project Area Number One in Palm Springs. For the eighth consecutive fiscal year, Jerry Ogbum has provided technical assistance to more than thirty property owners and new/expanding businesses located in his area of responsibility. With his involvement as Manager, VillageFest continues to be a popular and attractive street fair in Downtown Palm Springs. Attachments to this report detail the Scope of Services, Schedule of Performance and Annual Contract Budget for this work program. The total cost of this program for Fiscal Year 2002-03 is $150,000, with this amount to come from the Redevelopment Project Funds of the Annual Budget for the Redev ment A Qncy. JOHN RAY ND, Di or of Communi and Economic Development APPRO D � �. Cc • �. City Manager ATTACHMENTS Contract REVIEWED BY DEPT.OF FINANCE Resolution ; AGREEMENT FOR CONTRACT SERVICES: VILLAGE OF PALM SPRINGS DEVELOPMENT CENTER FISCAL YEAR 2002-2003 THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement"), is made and entered into by and between the THE PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, (herein "Agency"), a municipal corporation, and Jerry Allen Ogburn/ dba REAL ESTATE DEVELOPMENT AND CONSULTING CORPORATION (REDAC2) (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: perform as Director of the Village of Palm Springs Development Center and Project Manager within Merged Project Area No. 1 indicated in Exhibit "A" attached hereto and incorporated herein by reference ("Project Area") to- gether with and providing technical assistance to the Redevelopment Agency. The specific services and work to be performed by Contractor are more particularly set forth in Exhibit "B" attached hereto and incorporated herein by reference ("Scope of Services"). Contractor shall perform the services set forth in the Scope of Services within the offices provided to it, through the sponsorship of the City, located at 109 South Indian Canyon Drive, Palm Springs, California, 92262 ("Project Office"). Contractor shall furnish and operate a Downtown Development Center in the Project Office. In per- forming the services set forth in the Scope of Services, Contractor shall work directly with Agency staff and shall consult with Mainstreet-Palm Springs, the Uptown Palm Springs Association, property owners and merchants located within the identified Project Area. Contractor warrants that all services will be performed in a competent, profes- sional and satisfactory manner. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, 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. 1.3 Familiarity with Work. By executing this Contract, Contractor war- rants that Contractor(a) has thoroughly investigated what services should be performed, (b) has carefully considered how those services should be performed, and (c) fully un- derstands the difficulties and restrictions affecting performance of the services under this Agreement. Contractor warrants that Contractor has investigated the designated Project Areas and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. 1.4 Care of Work. The Contractor shall adopt reasonable methods dur- ing the life of the Agreement to furnish continuous protection to the work, and the equip- ment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages. 1.5 Further Responsibilities of Parties. Both parties agree to use rea- sonable 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. r& �Cr � Ogburn Contract 2002-03 Page Two 1.6 Additional Services. Agency shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work or make changes by altering or adding to this work. No such extra work may be under- taken unless a written order is first given by the Contract Officer to the Contractor, incor- porating 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 Con- tract Officer. Any greater increases, taken either separately or cumulatively must be ap- proved by the Agency. 2.0 PERFORMANCE SCHEDULE 2.1 Time of Essence. Time is of the essence in the performance of this Agreement. 2.2 Schedule of Performance. The services to be performed by Con- tractor under the terms of this specific Agreement for Contract Services shall commence on July 5, 2002 and shall terminate on June 30, 2003. Exhibit"C" attached hereto and in- corporated herein by reference ("Schedule of Performance") sets forth the services set forth in the Scope of Services to be performed by Contractor. The Schedule of Perform- ance also sets forth any additional times for performance. When requested by the Con- tractor, 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. 2.3 Force Majeure. The time period(s) specified in the Schedule of Per- formance 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 severe weather, fires, earthquakes, floods, epi- demics, 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'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, how- ever caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3.0 COMPENSATION 3.1 Contract Sum. For the specified services, the City shall pay the the Contractor for the performance of the services set forth herein,the sum of ONE HUN- DRED FIFTY THOUSAND DOLLARS ($150,000.00) ("Contract Sum"). The Contract Sum shall be payable based upon the hours of actual work assigned to each task set forth in the Scope of Services (Exhibit B), billed at the hourly rate of $75.00. The total amount payable for each task is set forth in the Schedule of Performance. C ra •cP-3 Ogburn Contract 2002-03 Page Three 3.2 Method of Payment. 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 an invoice for services rendered prior to the date of the invoice. The invoice shall set for the the hours of actual work effort assigned to each task for which the Contractor wishes to receive payment, the amount previously paid for said task and the amount to be paid for said task during the current billing period. The invoice shall be accompanied with any supporting documentation requested by the Executive Di- rector or his designee and the report set forth in Section 6.1 below. Agency shall pay Contractor for all expenses stated thereon which are approved by Agency pursuant to this Agreement no later that the last working day of the month. 4.0 COORDINATION OF WORK 4.1 Representative of Contractor. Jerry A. Ogburn is hereby desig- nated as being the principal and representative of Contractor authorized to act in its be- half with respect to the work specified herein and make all decisions in connection there- with. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal was 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 Contractor and devoting sufficient time to person- ally supervise the services hereunder. For purposes of this Agreement, the foregoing principal may not be replaced nor may his responsibilities be substantially reduced by Contractor without the express written approval of Agency. 4.2 Contract Officer. The Executive Director, or such person as may be designated by the Executive Director, shall be the Contract Officer of the 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 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 the representative of the Contractor, were a sub- stantial 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 re- quired hereunder without the express written approval of the Agency. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothe- cated or encumbered voluntarily or by operation of law, whether for the benefit of credi- tors 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 Con- tractor, 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 li- ability hereunder without the express consent of Agency. cr& -e Ogburn Contract 2002-03 Page Four 4.4 Exclusivity of Contract with Agency. As the work program con- tained herein is for approximately 2,000 hours, which is virtually a full time assignment, Agency is concerned that Contractor not take on additional projects with significant time demands nor that Contractor take on work which would create conflicts of interest. Ac- cordingly, Contractor shall not accept other contracts involving more than 10 hours of work without the review and approval of the Contract Officer. 4.5 Independent Contractor. Neither the Agency nor any of its employ- ees 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 con- trol 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 term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of compre- hensive general liability insurance written on a per occurrence basis in an amount not less than$1,000,000.00 combined single limit. (b) Automotive Insurance. A policy of comprehensive automobile liabil- ity insurance written on a per occurrence basis in an amount not less than either (i) bod- ily 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 ag- gregate or (ii) combined single limit liability of$500,000.00. Said policy shall include cov- erage for owned, non-owned, leased and hired cars. 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 offi- cers, employees and agents and their respective insurers. All of said policies of insur- ance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the Agency. In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 5.1 to the Con- tract Officer. No work or services under this Agreement shall commence until the Con- tractor has provided the Agency with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverage and said Certificates of Insurance or binders are approved by the Agency. cra to c Ogburn Contract 2002-03 Page Five In the event the Contractor subcontracts any portion of the work in compliance with Sec- tion 4.3 the Contractor agrees that the provisions of this Section 5.1 shall not be con- strued as limiting in any way the extent to which the Contractor may be held responsible for the 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 responsi- ble. 5.2 Indemnification. Contractor agrees to indemnify the Agency, its of- ficers, 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 li- abilities")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 Con- tractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent performance of or failure to perform any term, provision covenant or condition of this Agreement, whether or not there is concurrent passive or active negli- gence 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 con- nection 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, op- erations 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 dam- ages 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 or employees, any and all costs and ex- penses incurred by the Agency, its officers, agents or employees in such action or pro- ceeding, including but not limited to, legal costs and attorneys'fees. 5.3 Sufficiency of Insurer. The policy of insurance 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 Agency due to unique circumstances. In the event the Risk Manager of Agency ("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 mini- mum 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; pro- vided that the Contractor shall have the right to appeal a determination of increased cov- erage by the Risk Manager to the Agency within 10 days of receipt of notice from the Risk Manager. cra We4v Ogburn Contract 2002-03 Page Six 6.0 RECORDS AND REPORTS 6.1 Reports. Contractor shall periodically , but not less than monthly, 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. Said report shall set forth the Cost of all the Work performed during the previous month, the progress on all services rendered during the month and the percentage of completion of each item set forth in the Scope of Services. 6.2 Records. Contractor shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Con- tract 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 tran- scripts 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 other materials prepared by Contractor, its employees, subcon- tractors 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 employ- ment 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 liabil- ity 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, re- cords, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written ap- proval 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 Riv- erside, 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. crcL • C007 Ogburn Contract 2002-03 Page Seven 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 therefore. 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; pro- vided 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 City's right to terminate this Agreement without cause pursuant to Section 7.6. 7.3 Waiver. No delay or omission in the exercise of any right or remedy by a non defaulting 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 concern- ing the same or any other provision of this Agreement. 7.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and reme- dies 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. 7.5 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. 7.6 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 ninety (90) days written notice to Contractor. In addition, the Contractor reserves the right to terminate this Agreement at any time upon, with or without cause, upon thirty (30) days written notice to Agency. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder ex- cept such as may be specifically approved by the Contract Officer thereafter in accor- dance with Section 1.6 above or such as may be approved by the Contract Officer. In the event of termination without cause pursuant to this Section, the terminating party need not provide non-terminating party with the opportunity to cure pursuant to Section 7.2. - � , Ogburn Contract 2002-03 Page Eight 7.7 Attorneys' Fees. If either party to this Agreement is required to initi- ate 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 at- torney's fees. Attorneys fees shall include attorney's fees on any appeal, and in addition a party entitled to attorneys fees shall be entitled to all other reasonable costs for investi- gating 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&EMPLOYEES:NON-DISCRIMINATION 8.1 Non-liability of Agency Officers and Employees. No officer or em- ployee of the Agency shall be personally liable to the Contractor, or any successor in in- terest, 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 finan- cial 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 ac- tion to insure that applicants are employed and that employees are treated during employ- ment 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 City, to the City Manager and to the attention of the Contract Officer, PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address desig- nated 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 personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. cra � r Ogbum Contract 2002-03 Page Nine 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 su- persedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this 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, sen- tences, 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 jurisdic- tion, such invalidity or unenforceability shall not affect any of the remaining phrases, sen- tences, 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 un- less 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 be- half 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. IN WITNESS WHEREOF, the parties have executed and entered into this Agree- ment as of the date first written above. ATTEST: PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY By: By: Assistant Secretary Executive Director CONTRACTOR: Jerry Allen Ogbum/ dba R I Estate Development and Consu ing Corpor n Dated: <3atan' e llf Pen S Development Cen r 9 So th Indian Canyon Drive rings, CA b 262 C VQ, - �' 1 REDEVELOPMENT PROJECT AREAS I - 8 (Project Area #9 and Canyon Project Area on back. ) cc Central Business District#1 Tahquitz Andreas#2 South Palm Canyon#3 Baristo Farrell#8 Ramon Bogie#4 Canyon W 10 Oasis#5 North Palm Canyon#6 RAC[UET CLUB ROAD Highland Gateway#7 z < City Wide#9A to#91 VISTA CHINO Ul M z ALEJO ROAD w U- ROAD EAST PALM I CENTRAL BUSINESS DISTRICT 4AIVOIV 2. TAHOUITZ-ANDREAS 3, SOUTH PALM CANYON 4. RAMON-GENE AUTRY TRAIL OR/ve 5. OASIS B. NORTH PALM CANYON T. HIGHLAND-GATEWAY cramp cup 8. BARiSTO-FARRELL PROJECT AREA 49 - CITYWIDE qc q A xncr,,uEirwnnonn v ...R/.CI IINP 6 16 2' w E n 3 ALEn,ft,An �F. y 1 2 S 8 MLM b1f/I,E. CANYON PROJECT AREA I •J ' 4 0 IL� we 1 _ A•i. p ] 1 tr .j�'rt` W.Ilii , "� fD•Ye ` V-V-1. Vw.. IL V• •A4 A Y( � i 1i4... uy EXHIBIT'B": SCOPE OF SERVICES FY 2002-03 The Development Center began during the middle of Fiscal Year 1990-91. Thus, this agreement marks the start of the twelfth year of progress in the Palm Canyon Drive- Indian Canyon Drive commercial corridor through the heart of Palm Springs as a result of this annualized program. The intent of this year's agreement is to further establish the basis for a planned five year program to continue and expand upon this progress within this corridor. The purpose of this overall Work Program is to provide a cohesive economic development strategy and direction for specific areas within Merged Project Area No. 1 within the City of Palm Springs. These areas, in combination, form a north-south corridor centered on Palm Canyon Drive and Indian Canyon Drive and well as the east-west Tahquitz Canyon Way corridor between Indian Canyon and Caballeros.. Historically, these corridors have functioned as the primary commercial and business spine of the community. The Mission Statement which is to guide this overall effort is stated as follows: "Provide a cohesive, consensus building partnership among project area and community interest groups in order to implement specific programs and projects which will strengthen the economic base of the community in a timely and efficient manner." Economic development activities will focus upon marketing and patron awareness, business retention and expansion, and special events and attractions. Physical development emphasis will be placed on property maintenance and upgrades, redevelopment and new construction. With this overview, the specific Task Descriptions included within this Scope of Services for Fiscal Year 2002-03 are presented as follows: Task 01: Manager for Merged Project Area Number One Within this task, the Contractor will provide overall Project Area planning, programming and management services for the Merged Project Area No 1 as identified in Exhibit "A"of this Agreement.This is to include monitoring and updating of the Redevelopment Plans for this area as required as well as tracking the financial status of this area. In addition to the Central Business District Project Area, the Contractor will include the first tier of parcels on the east side of Indian Canyon Drive between Alejo Road on the north and Ramon Road on the south. Other relevant subareas included within the scope of this Agreement include: North Palm Canyon; South Palm Canyon; Oasis; and Tahquitz Canyon Way Corridor in Section 14. Close coordination will also be maintained with the CRA staff and/or consultants in regard to low and moderate income housing issues and projects in the Project Area. 10 ra60 C� Exhibit"B" 2002-03 Page Two Task 02: Manager of Mainstreet- Palm Springs The Contractor is to provide the necessary technical and administrative services to the Mainstreet-Palm Springs Board of Directors and Technical Advisory Committee per the Mainstreet annual work program. This includes, but is not limited to, the following: preparation of an annual work program; preparation and distribution of Agendas for monthly Board meetings; preparation of draft minutes of all meetings and circulation for review by the Board Secretary; supervision of all marketing efforts and special events sponsored by Mainstreet; recruitment of Mainstreet Corporate Sponsors, and the provision of office administration services, equipment and supplies to support the Mainstreet organization. The results of this work task will be documented in the minutes of each monthly meeting of the Mainstreet Board of Directors. The work within this task is to be limited to the Central Business District plus the first tier of parcels on the east side of Indian Canyon Drive between Alejo Road on the north and Ramon Road on the south. Task 03: Manager of Uptown Palm Springs Association The Contractor will provide the necessary technical and administrative services to the Board of Directors of the Uptown Palm Springs Association (UPSA)within this task. This includes, but is not limited to, the following: preparation of a mission statement and annual work program; preparation and circulation of Agendas for all association meetings; preparation of notes relevant to all meetings; supervision of all marketing efforts and special events involving UPSA; and the provision of necessary office administration services, equipment and supplies to support the Uptown Association. The results of this work task will be documented in the notes covering each UPSA meeting. One key activity within this task will be the continued marketing of the "Heritage Galleries and Antique District' within the Uptown area. Also, emphasis will be placed on implementing 'Recapture Our Neighborhoods" priorities established by the Uptown Board as well as various improvements projects identified for this area in the Agency budget, including ongoing Frances Stevens Park improvements and decorative lighting/ gateway monumentation projects.Assistance will also be provided for the"First Friday"event. Task 04: Business Development& Expansion Program Within this task, the Contractor will provide technical assistance in order to facilitate the retention and expansion of existing businesses as well as the attraction of businesses to the Project Area. Active contact and response emphasis will be placed upon business retention and expansion as well as the recruitment of specific target businesses to Palm Springs. Technical services are to include: creation of marketing materials; creation and updating of available sites/ building space inventory; site and building selection assistance; expediting of processing for City approvals; design and site planning assistance; and preliminary marketing programs for new businesses. Property owners and/or their designated agents within the area will be included within an ongoing networking program to fill vacancies with viable tenants, and coordinating this program with a property upgrade program. Emphasis will be upon preparing and implementing a retail attraction and expansion program focused upon anchor tenants. Exhibit B 2002-03 Page Three Task 05: Management of Agency Owned Properties The Contractor shall manage all Agency owned properties within the Project Area, including supervision of all tenant leases, management of property maintenance and approved renovation activities, as well as the disposition of CRA-designated properties. Task 06: Targeted Economic Development Projects Within this task, the Contractor will work to implement the following special assignments within the context of this overall work effort: Uptown Lighting Program and Streetscape Improvements on Palm Canyon Drive; master plan and development program for the Frances Stevens Fine Arts Academy; continuation and update of Downtown Marketing Brochure and Fact Sheet Program; continuation and update of Uptown Marketing Brochure and Fact Sheet Program; coordination of the revitalization process for the Desert Fashion Plaza; and site development plans/fact sheets for up to nine (9) Catalyst Projects within the Project Area. Initially defined catalyst projects include: • East Tahquitz Canyon Way Lighting/Phases One and Two •Calle Encllia Streetscape/Diagonal Parking •Desert Fashion Plaza Streetscape/Parallel Parking • Indian Canyon Way Two Way Traffic Conversion at Frances Stevens Park •Catholic Church Parking Lot and Las Palmas Greenway •Arenas Road Streetscape/Palm Canyon Drive to Indian Canyon Drive • Heritage District/"First Friday" Gateway Banner Arch •Uptown Gateway Monument •Via Altamira Streetscape at Indian Manor/Ballantine's Inn/Palm Springs Club Task 07: Management of VillageFest The Contractor shall provide ongoing services as VillageFest Manager for this weekly event in Downtown Palm Springs per the provisions of the"VillageFest Business Plan for FY 1994-95" as presented to City Council on May 25, 1994. Within this task, the Contractor will work with the VillageFest Board and supervise the VillageFest Coordinator and all other staff assigned by the City to manage this event per the provisions of the Business Plan. c ra o �S ' EXHIBIT"C" SCHEDULE OF PERFORMANCE FY 2002-03 WORK PROGRAM TASK TASK COST 01: Project Manager for Merged Project Area Number One $15,000 200 hours (10%) 02: Manager of Mainstreet-Palm Springs $30,000 400 hours (20%) 03: Manager of Uptown Palm Springs Association $30,000 400 hours (20%) 04: Business Development and Expansion Program $30,000 400 hours (20%) 05: Management of Agency-Owned Properties $7,500 100 hours (5%) 06: Targeted Economic Development Projects $37,500 500 hours (25%) 07: Management of VillageFest ...No Compensation... TOTAL WORK PROGRAM: $150,000 2000 hours (100%) C r ! ( i Kv EXHIBIT"D": ANNUAL CONTRACT BUDGET FOR FY 2002-03 Personnel Salaries *Director/Manager $109,000 *Administrative Assistant(0.20 FTE) $8,400 Employee Fringe Benefits *Life Insurance/Retirement $6,800 *Health/Disability Insurance $3,600 *FICA, Medicare, Unemployment and Disability $8,900 Office Equipment and Supplies $8,800 (allowance for purchase of computer equipment and supplies, automobile lease, long distance telephone charges and related overhead) General Operating Expenses *Liability Insurance $1,000 *Accounting and Legal Fees $2,000 *Automobile Insurance $1,500 TOTAL ANNUAL BUDGET: $150,000 c, r& - t. 17 RESOLUTION NO. OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A CONTRACT WITH JERRY OGBURN, D/B/A REDAC2 FOR FISCAL YEAR 2002-2003 IN THE AMOUNT OF $150,000 FOR THE CONTINUATION OF THE VILLAGE OF PALM SPRINGS DEVELOPMENT CENTER. BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY of the City of Palm Springs, California, that a Contract for Services with Jerry Ogburn, d/b/a REDAC2 for the continuation of the Village of Palm Springs Development Center in the downtown core is approved, and the Executive Director or his designee is authorized to sign any documents related to the Contract. ADOPTED this day of ,2002. AYES: NOES: ABSENT: ABSTAIN: ATTEST: COMMUNITY REDEVELOPMENTAGENCY By Assistant Secretary Executive Director REVIEWED&APPROVED C (A • •