HomeMy WebLinkAbout4/3/2002 - STAFF REPORTS (2) DATE: APRIL 3, 2002
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TO: COMMUNITY REDEVELOPMENT AGENCY
FROM: REDEVELOPMENT DIRECTOR
APPROVAL OF AN AGREEMENT WITH ROSENOW SPEVACEK GROUP OF SANTA ANA,
CALIFORNIA FORTHEPREPARATION OFTEN COMMUNITY REDEVELOPMENTAGENCY
PLAN AMENDMENTS FOR THE PURPOSES OF EXTENDING THEAGENCY'S POWER OF
EMINENT DOMAIN, NOT TO EXCEED $75,700
RECOMMENDATION:
It is recommended that the Agency approve the Contractual Services Agreement with
Rosenow Spevacek Group, Inc. of Santa Ana, California to prepare ten Project Area
Amendments and the related CEQA documents to extend the Agency's eminent
domain authority, in an amount not to exceed $75,700.
SUMMARY:
This action approves a contract with Rosenow Spevacek Group to extend the
eminent domain authority in the Agency's ten redevelopment project areas for an
additional twelve years.
BACKGROUND:
Section 33333.4 of the California Health and Safety Code limits redevelopment
agencies to a twelve year period from the creation of a Redevelopment Plan to
commence eminent domain proceedings against a property. That period can be
extended only through the formal Plan Amendment process, not by resolution or
ordinance. All of the Agency's project areas, with the exception of the Canyon
Project, were created more than 12 years ago.
It is staff's goal to process these plan amendments in as expedited a manner as
possible. It is estimated that the entire Plan Amendment process can be
accomplished within six (6) months if the following factors are considered:
Residential eminent domain. Should the Agency wish to consider the
potential condemnation of low- or moderate-income uses, the formation of
a Project Area Committee (PAC) in each affected project area would be
necessary. The PAC would operate under formal rules within
redevelopment law, and that process would add an additional six months
onto the proposed six months. Staff had requested the proposers give a
price and schedule that included one PAC in a single project area: the
only project area with a significant residential concentration is Highland
Gateway, which could stay on a separate approval schedule and not delay
the approval of the other nine amendments. Should the Agency decide to
waive the right to take low- and moderate-income property in all project
areas, all the amendments would be on the same schedule.
CEQA. Staff requested that each of the plan amendment consultants
from which we solicited bids include the CEQA compliance work as part of
their proposal, under as subcontract if necessary. That saves the City or
the Agency the additional time of soliciting separate proposals from CEQA
consultants. All of the CEQA documents shall be prepared in concert with
the plan amendments.
Staff solicited proposals on March 6, 2002 from two firms: Keyser Marston
Associates (KMA) of Los Angeles and Rosenow Spevacek Group (RSG) of Santa
Ana. Both firms are highly reputable and have current contracts with the Agency
(KMA performs the Agency's "warranted assistance analysis" for projects and
RSG recently completed the Agency's Five Year Implementation Plan). Each
also has a high degree of familiarity with the activities of the Agency and the
community itself. The original intent was to amend the current contract of the
successful proposer; however, the magnitude of these costs vs. the current
contracts makes it more prudent to propose a new contract.
Each firm made a proposal that included a subcontract for the environmental
work. The prices and scope of work below reflect a set of proposals based on
the creation of one PAC. Should the Agency decide to forego residential eminent
domain, the costs of the plan amendments would decrease. A matrix of the
proposals follows:
Cost With One PAC Cost With No PACs
Environmental and Combined and Combined
Firm Name Subcontractor/ Negative Negative
(City) Declarations Declarations
Rosenow Phil Martin & $95,700 $75,700
Spevacek Group, Associates
Inc. (Mission Viejo)
Keyser Marston Cotton Bridges & $147,000 $137,000
Associates, Inc. Associates
Pasadena
Based on a review of the two proposals, the recommendation to the Agency is to
contract with Rosenow Spevacek Group for the ten amendments with no PACs,
even though it the Agency is not required to accept the lower priced proposal.
Both firms are experienced and the proposed work programs and schedules are
similar. The additional edge RSG had is its recent work drafting Palm Springs'
AB 1290 Implementation Plain, which gives it a high degree of working familiarity
with all ten of the Agency's project areas.
Though the project areas were merged in May, 2000, the ten underlying
Redevelopment Plans remain. The $100,000 or more that would have been
necessary to prepare a Merger Plan was unavailable at that time; in addition,
because of the difference in plan adoption (and expiration) dates, as well as the
pass-through agreements with other taxing agencies, the merger of the Capital
Projects funds for the purposes of budgeting and capital project planning, which
did not require a formal plan amendment or trigger CEQA, was the most cost-
effective approach. Merging the Redevelopment Plans could have required the
renegotiation of pass-through agreements with the other agencies or the
imposition of statutorily-prescribed pass-through calculations, which would have
reduced future agency revenue. 6
These amendments are strictly for the purposes of extending the eminent domain
authority: the do not amend project area boundaries, pass-through agreements,
or any other authority or responsibility of the Agency.
Should the Agency wish to add one Project Area Committee and run a plan
amendment process independently of the other, the cost would be $95,700.
Funds are available for 30% of this contract ($22,710) in account 812-8192-43200
"Contractual Services," in the Merged Project Area No. 2. The remaining 70% of the
contract($52,990) needs to come from Fund Balance of Merged Project Area No. 1. A
Budget resolution is attached.
2��(N
OHN . RAYMClND
D or of Co unity& Economic Development
AP
PR�CfED � �
Executive Director /
ATTACHMENTS:
1. Resolution
2. Budget Resolution
3. Contract—to be provided
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CONTRACT SERVICES AGREEMENT FOR
CONSULTING SERVICES REDEVELOPMENT PLAN
(EMINENT DOMAIN) AMENDMENTS
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered
into this day of , 2002, by and between THE COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY 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. As a 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 it shall
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 Com liance 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.
1.4 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. Contractor shall 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 underthis 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 affectthe 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,
papers, documents, plans, studies and/or other components thereof to prevent losses or
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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 Re uirements. 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 o f SEVENTY FIVE THOUSAND SEVEN HUNDRED ($75.700.00) (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
expenses stated thereon which are approved by Agency pursuant to this Agreement no later than
the last working day of the month.
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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
severe weather,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, however caused, 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
butnot exceeding one(1)yearfrom 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 that the 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.
42 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
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
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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 Assi nment. 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 or by sending 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 anytime 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 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
$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
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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 S250,000.00 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 againstthe 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 priorwritten notice
by registered mail to the Agency. In the event any of said policies of insurance are cancelled, the
Contractor shall, priorto 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 way 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
43 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.
52 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
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
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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 or employees, 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
6A Reports. Contractor shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement as
the Contract Officer shall require, 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,
technique or event and the estimated increased or decreased cost related thereto and, if
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Contractor is providing design services, the estimated increased or decreased cost estimate for
the project being designed.
62 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 priorwritten 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.
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
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the payment of which maybe in dispute hereunder or which 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 Contractors acts or omissions in performing
or failing to perform Contractors 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 Damages. 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 ($ 5O ) 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 anytime,with
orwithout 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 forthe reasonable value of the work product
actually produced hereunder. In the event of termination without cause pursuant to this Section,
8
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.
82 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
C/el9 )g
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 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, 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 and entered into this Agreement as
of the date first written above.
ATTEST: THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, a municipal
corporation
By: By:
Assistant Secretary Chairman
CONTRACTOR:
By.
Name: James C. Simon
Title. Principal
Rosenow Spevacek Group, Inc.
Address: 540 North Golden Circle
Suite 305
Santa Ana, CA 92705-3914
11
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide the Agency professional consulting services with respect to the
preparation of the Agency's Redevelopment Plan (Eminent Domain) Amendments. Such
services may include, but shall not be limited to:
SCOPE OF WORK
TASK 1 RSG will prepare a detailed schedule that indicates each activity,
Project responsible party, and document due and adoption dates. The schedule
Schedule will guide all parties through the Plan amendment process. As changes
occur, the schedule will be updated accordingly.
TASK 2 RSG will prepare the proposed Plan amendment text for the extension of
Draft Plan eminent domain. As necessary, RSG will assist in the preparation of
Amendment accompanying Agency and Planning Commission staff reports and
resolutions.
Deliverables Draft and final Plan Amendment text; Planning Commission and Agency
staff reports and resolutions.
TASK 3 One Plan Amendment could involve election of a project area committee,
(OPTIONAL) required whenever an agency proposes to include eminent domain
Draft PAC authority in a redevelopment plan that affects a "substantial" number of
Formation low and moderate income households. As such, RSG has offered and
Procedures, option to assist Agency staff coordinate the election of PAC members from
Coordinate one Project Area. This includes preparation of PAC Formation
Election Procedures, providing input on the appropriate number of PAC
Process representatives,drafting PAC the information/election meeting notice,and
attending and facilitating PAC information and election meetings. In
addition, RSG would attend one regular PAC meeting, once the group is
elected; additional meetings may be covered outside this scope of work.
Deliverables Draft and final Formation Procedures for the Project Area Committee.
TASK 4 Redevelopment Law requires the Agency to prepare and submit to the
Prepare the City Council a report that describes the reasons for, and implications of,
Report to the the proposed amendment. Since the eminent domain amendment would
City Council not result in significant impacts, an extensive Report to the City Council is
not warranted. RSG would prepare 10 separate Reports for each Project
Area; areas to be addressed in each Report include the following:
0 the reasons and the need for the amendment;
♦ the proposed projects and why private enterprise acting alone or
other financing mechanisms cannot accomplish redevelopment,,
the reasonableness of the redevelopment projects programs;
12
♦ the blighting characteristics of the project area (both physical
and economic),-
the implementation plan including any necessary updates;
♦ the methodology of financing the redevelopment project;
♦ the relocation plan;
♦ evidence of consultation with affected citizens, property owners,
and taxing agencies;
the report and recommendation of the Planning Commission;
♦ the report and recommendation of the Project Area Committee;
♦ compliance with CEQA; and
♦ a neighborhood impact report that evaluates the potential
redevelopment project impacts on surrounding neighborhoods.
This report forms the basis for a defense against legal challenges, if any,
to the Plan amendments. The report also allows the City Council to
evaluate the financial feasibility and desirability of the proposed
redevelopment implementation projects and programs. RSG will prepare
this report in simple, direct language that is understandable to all reviewing
parties.
Deliverables Draft and final reports, and CDC staff reports and adoption resolutions.
TASK 5 RSG will prepare taxing agency and public notices for all redevelopment
Taxing actions. RSG will transmit the required notices to the affected taxing
Agency/Public agencies, in accordance with Law. Further, RSG, in cooperation with
Notices Agency staff, will prepare property owner, occupant, community
organization and taxing agency address lists and mailing labels. As an
optional service outside this proposal, RSG can also print, assemble and
transit the property owner, occupant, and business owner notices.
Deliverables Public hearing notice,and taxing agency and property owneraddress lists.
TASK 6 RSG will subcontract with Phil Martin and Associates to prepare an initial
Initial Study and study and negative declaration for each Plan amendment. As a more
Negative affordable alternative to 10 separate negative declarations, two negative
Declaration declarations could be prepared, one forthe 9 non-PAC amendments, and
a separate negative declaration for the Highland-Gateway amendment.
A copy of Phil Martin and Associates proposal is attached at the end of the
contract in Exhibit " ".
TASK 7 The Redevelopment Law provides that the Plan amendment may be
Joint Public considered after the Agency and City Council receive testimony both for
Hearing and and against the amendment. The Law further provides that if the
Responses to redevelopment agency and legislative body are the same, then a joint
Written public hearing may be held. RSG will assist staff and counsel in preparing
13
.W-4 Atl7
Objections for the public hearing;the Project Manager will attend the hearing, and will
provide testimony and answer questions as appropriate, Further,the Law
requires that any written objections be answered in writing prior to
introducing the ordinance that adopts the Plan amendment. RSG will work
with staff and counsel and prepare responses for up to 10 written
objections for each amendment process.
Deliverables Staff reports and responses to written objections.
TASK 8 The Project Manager will attend project management team/staff, Project
Attendance at Area Committee, Planning Commission, Agency Board, and City Council
Meetings and meetings. A total of 13 meetings, including the public hearing, are
the Public included in this proposal. Additional meetings may be conducted on a
Hearing time and materials basis, as requested by the Agency.
TASK 9 RSG will assist in transmitting the adopted ordinance to the newspaper,
Adoption recording necessary documents and mailing necessary final documents
Follow-Up to the State, County and affected taxing entities.
14
COO& � -/�
OPTIONAL RSG would assume the responsibility of printing, assembling, and
SERVICE transmitting the aforementioned notices as needed. Our cost estimates
for the transmittals are based upon a per-piece basis as follows:
Public Hearing Certified Mailings (Taxing Agency Notices) $4.00 per
Notices Mailings piece
Public Hearing Notice Mailings
(Property Owners, Business Owners and
Tenants, Residential Tenants) $1.50 per piece
Once the exact number of pieces is determined, RSG would submit a
budget for staff review, and would not commence the mailing activities
until approved. Due to the size of these mailings, RSG would be
requesting an advance of funds at the time of mailing to cover
expenses.
15
�Q j6gf
EXHIBIT "B"
SPECIAL REQUIREMENTS
Z
Section 5.3, Performance Bond, is hereby waived,
EXHIBIT
TO CONTRACT SERVICES AGREEMENT
16
EXHIBIT "C"
SCHEDULE OF COMPENSATION
RSG will undertake the activities presented in the Proposal Detail for a fee not to exceed
$75,700,00.
RSG would charge for the services rendered under this work program on a time and materials
basis. Assuming the Agency elects to conduct two separate plan amendment processes and
seeks 10 separate negative declarations, the total costs to the Agency would be $114,500
(including both redevelopment consultant and environmental subconsultant costs). By combining
the nine non-PAC amendments into a single negative declaration, the total costwould be reduced
to $43,000.
_..., Sen Combined
m ed
..............
NAs �Ds
':. RSG- Nine (9)Non-PAC Amendments $ 28,975 $ 28,975
. . ....._. . . . .. _w.._..._. .. .. . .... .. ..................
RSG- HiAlm nd-Gateway a Amendment (With PAC) I 23,725 ; 23,725
Subtotal ....................... _ ..,................_.......... . '...$....52 700 $ 52,700
Phil Martin& Associates (Negative Declarations) 61,800 43,000
Grand Total S 114,500 $ 95,700
RSG services specified in the Scope of Services will be charged at our hourly rates listed below.
Principal $ 150.00
Senior Associate 125.00
Associate 100.00
Senior Analyst 85.00
Analyst 75.00
Research Assistant 65,00
Word Processor 45.00
Clerical 35.00
As a policy, RSG does not charge clients for mileage, parking, telephone/fax expense, postage
and incidental copies. We do, however, charge for additional insured certificates, messenger
services, Express Mail/Federal Express costs, and copies of reports, documents, notices, and
support material in excess of five (5) copies. These costs are charged at actual expense plus a
10% surcharge.
ExxxslT °C°
TC CONTRACT SERVICES AGREEMENT
17
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Contractor shall be given a Notice to Proceed by the Redevelopment Director immediately
upon authorization to proceed and signature of a contract.
Contractor shall prepare a draft of the Redevelopment Plan (Eminent Domain) Amendments
Negative Declarations will be ready for a 30-day public circulation in approximately six weeks
authorized to proceed and upon receiving a copy of each existing plan.
EXHIBIT ".0"
TO CONTRACT SERVICES AGREEMENT
18
LAA0. ,4 /3-22
RESOLUTION NO.
OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A
CONTRACT WITH ROSENOW SPEVACEK GROUP, INC.
OF SANTA ANA, CALIFORNIA, IN AN AMOUNT NOT TO
EXCEED $75,700 FOR THE PREPARATION OF TEN
REDEVELOPMENT PLAN AMENDMENTS AND RELATED
CEQA DOCUMENTS
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY of the City of Palm
Springs, California, that a Contract for Services with Rosenow Spevacek Group, Inc. of
Santa, of Santa Ana, California, in the amount of $75,700, for the preparation of ten
redevelopment plan amendments and related CEQA documents.
ADOPTED this day of_ , 2002.
AYES:
NOES:
ABSENT:
ATTEST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF PALM SPRINGS, CALIFORNIA
By
Assistant Secretary Executive Director
REVIEWED & APPROVED AS TO FORM
ccc, 6 . 6