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AMENDMENT NO. 1 TO AGREEMENT FOR ECONOMIC
DEVELOPMENT, REDEVELOPMENT & HOUSING
ADVISORY SERVICES BY AND BETWEEN THE ARCADIA
REDEVELOPMENT AGENCY AND KEYSER MARSTON
ASSOCIATES INC.
This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic,
and Keyser Marston Associates Inc., a California corporation, with respect to that
certain Professional Services Agreement between the parties dated December 4,
2002 ( "Agreement ").
Th arties agree as follows`
h
1. Section 3.1.2 of the Agreement is hereby amended by deleting October 31
2004 and by substituting therefor December 31, 2007.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date
set forth below.
ARCADIA REDEVELOPMENT AGENCY CONSULTANT
KEYSER MARSTON ASSOCIATES INC.
Executive Director
Dated: - -- 2006
Agency.Secretary'
APPROVED AS TO FORM:
Agency Attorney
By �� !
V
Title
CONCUR:
Deputy Executive Director
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AMENDMENT NO. 2 TO AGREEMENT FOR ECONOMIC
DEVELOPMENT, REDEVELOPMENT & HOUSING
ADVISORY SERVICES BY AND BETWEEN THE ARCADIA
REDEVELOPMENT AGENCY AND KEYSER MARSTON
ASSOCIATES INC.
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic,
and Keyser Marston Associates Inc., a California corporation, with respect to that
certain Professional Services Agreement between the parties dated December 4,
2002, as amended by Amendment No. 1 dated January 24, 2006 (collectively
"Agreement ").
The parties agree as follows:
1. Section 2.2 (Project) of the Agreement is amended by adding thereto:
"Agency also desires to engage Consultant to render Affordable Housing
advisory services."
2. Section 3.3.1 (Compensation) of the Agreement is amended by adding
thereto: "In addition to the foregoing, and for the period June 1, 2006
through December 31, 2007, the Consultant shall also receive compensation,
including authorized reimbursements, for "Affordable Housing advisory
services at the rates set forth in Exhibit "C" and in an amount which shall
not exceed Twenty -Five Thousand Dollars ($25,000) without written
approval of Agency's Deputy Executive Director."
3. Exhibit "A" (Scope of Services) of the Agreement is amended by adding
thereto: "In addition to the foregoing, and for the period June 1, 2006
through December 31, 2007, Consultant shall provide the Agency with
Affordable Housing advisory services."
4. Exhibit "C" Compensation is hereby amended by adding thereto at the end
thereof. "In addition to the foregoing, and for the period June 1, 2006
through December 31, 2007, the Consultant shall also receive compensation,
including authorized reimbursements, for "Affordable Housing advisory
services at the rates set forth in this Exhibit "C" and in an amount which
shall not exceed Twenty -Five Thousand Dollars ($25,000) without written
approval of the Agency's Deputy Executive Director."
5. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness`whereof the parties have executed this Amendment No. 2 on the date
set forth below.
ARCADIA REDEVELOPMENT CONSULTANT
AGENCY KEYSER MARSTON ASSOCIATES INC.
By WMA
Executive Director
Dated: 2006
ATT T
i
Agency Secretary
APPROVED AS TO FORM:
o,
Agency Attorney
By S
Title
CONCUR:
Deputy Executive Director
EXHIBIT "All
SCOPE OF SERVICES
Consultant shall provide the Agency with professional Economic Development, Redevelopment
and Housing Advisory services with respect to the Project. Such services as defined in this
Agreement shall include but not be limited to the performance of the following tasks:
Task 1 and Task 2
Consultant shall evaluate the financial characteristics of two (2) residential projects that are
proposed to be developed in the City.
I A 54 -unit senior citizen apartment project (Task 1) is proposed on 1.49 acres located at
150 West Las Tunas Drive by ASL and
2. A 109 -unit senior citizen apartment project Task 2 is proposed on 1.76 acres located at
161 Colorado Place by Meta.
Consultant shall review the financial gap associated with the ASL and META project i.e.,
Consultant will review and evaluate the costs for the respective projects; the projected annual
revenues and operating expenses; and the funding sources available to the projects.
Development Cost Assessment
Consultant will review the ASL and Meta pro formas for the respective projects, and will
independently prepare pro forma analyses for both projects. Consultant will use the direct
construction cost estimates provided by the developers if these fall within the typical range for
the construction type being proposed. If the direct cost estimates fall outside the typical range,
consultant shall, after approval of the Agency staff, engage an independent cost estimator to
evaluate the project's plans.,
Net Operating Income Projection
The stabilized net operating income is defined as the effective gross income generated by the
ASL and META projects upon, reaching stabilized occupancy, minus the ongoing operational
expenses. These revenues and expenses will be estimated as follows:
1. The rental income projection will be based on a current projection of the maximum
allowable rents.
2. The operating expense estimates will reflect current conditions.
Consultant will provide a pro forma analysis for the ASL and META projects based on
stabilized revenues and expenses. Consultant will also provide 55 -year cash flow projections to
assist the Agency in evaluating the proposed loan repayment terms.
UZI
Financial Gap Calculation
Consultant will calculate the amount of tax- exempt bonds that can be supported by the ASL and
META projects net operating income and the amount of net Tax Credit proceeds that could be
obtained for the respective projects. Consultant will then compare the estimated development
costs to the total available funding sources. The net difference between these two components
represents the financial gap associated with the respective projects.
Consultant's financial gap and cash flow analyses for the ASL and META projects will be
presented in memorandum formats. These memoranda will quantify the amount of Agency
assistance that is warranted, and identify reasonable repayment terms for the Agency loan.
Consultant will also comment on the AB 637 and SB 701 implications of undertaking.
Consultant shall provide the above analyses and reports in accordance with the ASL and META
projects the Schedule of Performance (Exhibit B), following receipt of certain information about
the purchase /escrow price and terms of both developments, and other information as set forth in
consultant's letter of November 4, 2002 from the Agency or the developer(s).
Task 3
The Consultant shall provide general information and advice, both verbal and in writing, to the
Agency staff on affordable housing, as may be reasonably requested by staff ( "Task 3 "). These
topics include but are not limited to creation of a First Time Homebuyer program, Section 8
equivalency rental subsidy, Mortgage Credit Certificate programs, and the like. Consultant shall
assist staff in reviewing proposals submitted for affordable family housing on the former
Mounted Police site.
Consultant shall assist staff in preparing RFPs and/or reviewing proposals submitted on other
possible sites in,the City, e.g., Alta Street lot, including possible acquisitions of multiple unit
buildings for conversion to affordable housing, substantial rehabilitation, purchase of covenants
to retain existing affordable housing, and the like.
If an issue develops into a specific project similar to either the ASL project or the Meta project,
Agency, staff will request a supplemental budget estimate. Otherwise, compensation shall be in
accordance with this Agreement and Exhibit C — Compensation.
A -2
EXHIBIT "C"
COMPENSATION
The Consultant shall be paid within thirty (30) days after timely and complete submittal of a
detailed invoice.
Consultant shall receive compensation on authorized reimbursements, for all Services rendered
under this Agreement at the rates set forth here to and incorporated herein by reference. The total
compensation for Tasks 1, 2, and 3 of the Project shall not exceed Twenty Five Thousand
Dollars ($25,000.00), without written approval of Agency's Representative, and shall be
apportioned according to task as follows:
Task 1 $ 7,500
Task 2 $ 7,500
Tasks 3 up to $10,000
Total $25,000
Funds not spent on any of the above tasks can be transferred to another of the above tasks, as
needed. The total compensation for separate and additional Services under the Agreement
(separate from and in addition to Tasks 1, 2 and 3) shall not exceed Twenty Five Thousand
Dollars ($25,000) without prior written approval of Agency's Representative.
A. Jerry Keyser
$260.00
Managing Principals
260.00
Principals
250.00
Managers
205.00
Senior Associates
175.00
Associates
155.00
Senior Analysts
140.00
Analysts
120.00
Technical Staff
90.00
Administrative Staff
75.00
Directly related job expenses not included in the above rates are: auto mileage, air fares, hotels
and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing,
graphics and printing. Directly related job expenses will be billed at 110% of cost.
The cost to obtain a business license from the City of Arcadia shall be deemed to be a
reimbursable expense, separate and apart from the fees set forth above.
C -1
ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
G i 9JG
This Agreement is made and entered into thisgf% day of berei Le✓ , 2002 by
and between the Arcadia Redevelopment Agency, a public body, corporate and politic, with its
principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021
( "Agency ") and Keyser Marston Associates Inc., a California corporation, with its principal place
of business at 500 South Grand Avenue, Suite 1480, Los Angeles, California 90071
( "Consultant'). Agency and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS...
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the Agency on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Economic Development,
Redevelopment and Housing Advisory services to public clients,: otaic� i
6ali€eiriia, and is familiar with the plans of Agency.
2.2 Project.
Agency desires to engage Consultant to render Economic Development, Redevelopment
& Housing Advisory services for the following three tasks: (I) Task 1: proposed American
Senior Living'( "ASL") senior housing project on Las Tunas Drive; (11) Task 2: the proposed
Meta Housing Corporation ( "Meta ") senior housing project on Colorado Place; (II1) Task
3:various other affordable housing projects as requested by the Agency ('Project') as set forth in
this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to
the Agency all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Economic - Development,
Redevelopment and Housing Advisory services necessary for the Project ( "Services "). The
Services are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with this Agreement,
the exhibits attached hereto and incorporated herein by reference, and all applicable local, state
and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from November 1, 2002 to
October 31, 2004, unless earlier terminated as provided herein. Consultant shall complete the
Attachment 3
,
w 1
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will.detennine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. Agency retains Consultant on an independent contractor basis and not as an
employee. Consultant retains the right to perform similar or different services for others during
the term of this Agreement. Any additional personnel performing the Services under this
Agreement on behalf of Consultant shall also not be employees of Agency and shall at all times
be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of Services under
this Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, Agency shall respond to Consultant's submittals in a timely manner. Upon
request of Agency, Consultant shall provide a more detailed schedule of anticipated performance
to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of Agency.
3.2.4 Substitution of Key Personnel. Consultant has represented to Agency that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of Agency. In the event that Agency and
Consultant cannot agree as to the substitution of key personnel, Agency shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the Agency, or who are determined by the
Agency to be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project or a threat to the safety of persons or property, shall be promptly removed from the
Project by the Consultant at the request of the Agency. The key personnel for performance of
this Agreement are as follows: Kathleen Head.
3.2.5 Aeencv's Representative. The Agency hereby designates Don Penman,
Deputy Executive Director/Development Services Director, or his designee, to act as its
representative for the performance of this Agreement ( "Agency's Representative "). Agency's
Representative shall have the power to act on behalf of the Agency for all purposes under this
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Contract. Consultant shall not accept direction or orders from any person other than the
Agency's Representative or his designee.
3.2.6 Consultant's Representative. Consultant hereby designates Kathleen
Head, or her . designee, to act as its representative for the performance of this Agreement
( "Consultant's Representative "). Consultant's Representative shall have full authority to
represent and act on behalf of the Consultant for all purposes under this Agreement. The
Consultant's Representative shall supervise and direct the Services, using her best skill and
attention, and shall be responsible for all means, methods; techniques, sequences and procedures
and for the satisfactory coordination' of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with Agency
staff in the performance of Services and shall be available to Agency's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent, manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the .
State of California. Consultant represents and.maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and 'that such licenses -and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the_ Agency, any services necessary to correct errors or omissions which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub - consultants who is determined by the Agency to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the Agency, shall be promptly removed from the Project by the
Consultant and shall not be re- employed to perform any of the Services or to work on the
Project.
3.2.9 Laws' and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the Agency,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold Agency, its officials, 'directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.2.10 Insurance.
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3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the Agency that it has
secured all insurance required under this section. In addition, Consultant shall not allow any-
`, subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the Agency that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant `shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least: the following minimum
levels of coverage:..
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest-version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers'. Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other. form with
general, aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000;000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by,
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury ordisease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require; its'sub- consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the Agency to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the Agency, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect •to the Work or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in.
connection with such work; and (2) the insurance coverage shall be primary insurance as respects
the Agency, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
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stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. , Any insurance or self - insurance maintained by the Agency, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall
not be called. upon to contribute with it in any way.
(B) Automobile Liabilitv. The automobile liability policy shall
be endorsed, to state that: (1) the Agency, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased; hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the Agency, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled_ underlying coverage. Any insurance or self - insurance maintained by the Agency, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liabilitv
Coverage. The insurer shall agree to waive all rights of subrogation against the Agency, its
directors, officials, officers; employees, agents and volunteers for losses paid under the terms of
the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed-to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the Agency; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage, provided to
the Agency; its directors, officials, officers, employees, agents and.volunteers.
3.2.10.5 Separation of Insureds; No Special "Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the Agency; its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the Agency.
Consultant shall guarantee that, at the option of the Agency, either: (1) the insurer shall reduce
or eliminate such deductibles or self - insured retentions as respects the Agency, its directors,
officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative and
defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the Agency.
3.2.10.8 Verification of Coverage. Consultant shall furnish Agency
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Agency. The certificates and endorsements for each
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insurance policy shall be signed by a person authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the Agency if requested. All certificates and
endorsements must be received and approved by the Agency before work commences. The
Agency reserves the right to require complete, certified copies of all required insurance policies,
at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees• appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds; fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation: Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation
shall not exceed Seven Thousand Five Hundred Dollars ($7,500) for Task 1, Seven Thousand
Five Hundred Dollars ($7,500) for Task 2, Ten Thousand Dollars ($10,000) .for Task 3 as
further set forth in= Exhibit C without written approval of Agency's Deputy Executive
Director/Development Services Director. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to Agency a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing, periods, as appropriate,
through the _date of the statement. Agency shall, within thirty (30) days of receiving such
statement, review the statement and pay all approved charges thereon.
1. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by Agency.
3.3.4 Extra Work. At any time during the term of this Agreement, Agency may
request that Consultant perform Extra'Work. As used herein, "Extra Work" means any work
which is determined by Agency to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written
authorization from Agency's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of Agency during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. Agency may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
Agency, and Consultant shall be entitled to no further compensation. Consultant may not
terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, Agency may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
.' 3:5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, Agency may procure, upon such terms and in such manner
as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
Keyser Marston Associates, Inc.
500 South Grand Avenue, Suite 1480
Los Angeles, CA 90071
Attn: Kathleen Head
Agency:
Arcadia Redevelopment Agency
240 West Huntington Drive
- Arcadia, CA 91066 -6021
Attn: Don Penman, Deputy Executive Director/Development
Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for Agency to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all "subcontractors to agree in, writing that Agency is granted a non - exclusive and perpetual
license for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultanf or provided to Consultant by
the Agency. Agency shall not be limited in any way in its use of the Documents and Data at any
time, provided that any such use not within the purposes intended by this Agreement shall be at
Agency's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written"
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of Agency, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be disclosed
to any person or entity not connected with the performance of the Services or the Project.
Nothing furnished to Consultant which is otherwise known to Consultant or is generally known,
or has become known, to the related industry shall be deemed confidential. Consultant shall not
use Agency's name or insignia, photographs of the Project, or any publicity pertaining to the
Services or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Agency.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorneys' Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the
losing Party reasonable attorneys' fees and all other costs of such action.
L•'
3/5.6deinnification. Consultant shall defend, indemnify and hold the Agency,
its officials, omployees, volunteers and agents free and harmless from any and all
claims; demands. of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to prope rsons, including wrongful death, in any manner arising out of or incident, to any &Heged , missions or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants and contractors arising out of or in connection with the
performance of the Services, the "Project or this Agreement, including without limitation the
payment of all consequential damages and attorneys fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid
suits, actions or other legal proceedings of every kind that may be brought or instituted against
Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay
and satisfy any judgment; awarder decree that may be rendered against Agency or its directors,
officials, officers, employees, agents or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Agency and its directors, officials, officers, employees,
agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided: Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the Agency, its
directors, officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of.the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement:
3.5.10 Agency's Right to Em�loy Other Consultants. Agency reserves right to
employ other consultants in connection with this Project.
"3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement.or any interest herein without the
prior written consent of the Agency. Any attempt to do so shall be null and void, and any
assignees, hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, ,days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
0
Agency include its elected officials, officers, employees, agents, and volunteers except as
otherwise specified in this Agreement. The captions of the various articles and paragraphs are
for convenience and ease of reference only, and do not define, limit, augment, or describe the
scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
"default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
" employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to- solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to,pay any. company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, Agency shall have the right to rescind this Agreement without
liability. For the term of this Agreement, no member, officer or employee of Agency, during the
term of his or her service with Agency, shall have any direct interest in this Agreement, or obtain
any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor; employee or
applicant for employment because of race, religion, color, national origin,` handicap, ancestry, .
sex or age. Such non - discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination. Consultant shall also comply with all relevant provisions of Agency's Minority
Business'Enterprise program,' Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification.. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require" every
employer to be insured against liability for Worker's Compensation or- to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite` power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
10
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6. Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement; except as expressly stated herein, without prior written
'approval of Agency. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
ARCADIA REDEVELOPMENT AGENCY KEYSER MARSTON ASSOCIATES,
INC.
By: 'art�7
William R. Kelly
Executive Director
Dated: 12002
ATTEST:
ncy Secretaryy
APPROVED AS TO FORM:
n
Steph n P. Deitsch
Agency Attorney
0
11
lt�` G`-�
Kathleen Head
Principal
CONCUR:
3b-rtlll l ?4rr.o.`-- I��o3�a2
Deputy Executive Director/
Department Head
EXHIBIT "All
SCOPE OF SERVICES
Consultant shall provide the Agency with professional Economic Development, Redevelopment
and Housing Advisory services with respect to the Project. Such services as defined in this
Agreement shall include but not be limited to the performance of the following tasks:
Task 1 and Task 2
Consultant shall evaluate the financial characteristics of two (2) residential projects that are
proposed to be developed in the City. .
1. A 54 -unit senior citizen apartment project (Task 1) is proposed on 1.49 acres located at
150 West Las Tunas Drive by ASL and
2. A 109 -unit senior citizen apartment project Task 2 is proposed on 1.76 acres located at
161 Colorado Place by Meta.'
Consultant shall review the financial gap associated with the ASL and META project i.e.,
Consultant will review and evaluate the costs for the respective projects; the projected annual
revenues and operating expenses; and the funding sources available to the projects.
Developmentf Cost Assessment
Consultant will review the ASL and Meta pro formas for the respective projects, and will
independently prepare pro forma analyses for both projects. Consultant will use the direct
construction cost estimates provided by the developers if these fall within the typical range for
the construction type being proposed. If the direct cost estimates fall outside the typical range,
consultant shall, after approval of the Agency staff, engage an independent cost estimator to
evaluate the project's plans.
Net Operating Income Projection
The stabilized net operating income is defined as the effective gross income generated by the
ASL and META projects upon reaching stabilized occupancy, minus the ongoing operational
expenses. These revenues and expenses will be estimated as follows:
1. The rental income projection will be based on a current projection of the maximum
allowable rents.
2. The operating expense estimates will reflect current conditions.
Consultant will provide' a pro forma analysis for the ASL and META projects based on
stabilized revenues and expenses. Consultant will also provide 55 -year cash flow projections to
assist the Agency in evaluating the proposed loan repayment terms .
A -1
Financial Gap Calculation
Consultant will calculate the amount of tax- exempt bonds that can be supported by the ASL and
META projects net operating income and the amount of net Tax Credit proceeds that could.be
obtained for the respective projects. Consultant will then compare the estimated development
costs to the total available funding sources. The net difference between these two components
represents the financial gap associated with the respective projects.
Consultant's financial gap and cash flow analyses for the ASL and META projects will be
presented in memorandum formats. These memoranda will quantify the amount of Agency
assistance that is warranted, and identify reasonable repayment terms for the Agency. loan.
Consultant will also comment on the AB 637 and SB 701 implications of undertaking.
Consultant shall provide the above analyses and reports in accordance with the ASL and META
projects the Schedule of Performance (Exhibit B), following receipt of certain information about
the.purchase /escrow price and terms of both developments, and other information as set forth in
consultant's letter of November 4, 2002 from the Agency or the developer(s).
Task 3
The Consultant shall provide general information and advice, both verbal and in writing,.to the
Agency staff on affordable housing, as may be reasonably requested by staff ( "Task 3 "). These
topics include but are not limited to creation of a First Time Homebuyer program, Section 8
equivalency rental subsidy, Mortgage Credit Certificate programs, and the like. Consultant shall
assist staff in reviewing proposals submitted for affordable - family housing on the former
Mounted Police site.
Consultant shall assist staff in preparing RFPs and/or reviewing proposals submitted on other
possible sites in the City, e.g., Alta Street lot, including possible acquisitions of multiple unit
buildings for conversion to affordable housing, substantial rehabilitation, purchase of covenants
to retain existing affordable housing, and the like.
If an issue develops into a specific project similar to either the ASL project or the Meta project,
Agency staff will request a supplemental budget estimate. Otherwise, compensation shall be in
accordance with this Agreement and Exhibit C — Compensation.
A -2
EXHIBIT "B"
SCHEDULE OF SERVICES
The Consultant shall provide the required services as set forth in this Agreement pursuant to the
schedule below.
Task 1 (ASL) and Task 2 (Meta) - Consultant must complete Task 1 and Task 2 within three
(3) weeks of receipt of the necessary information to conclude the respective analyses for each
task as set forth in the Scope of Service (Exhibit A).
Task 3 — Consultant shall respond to Agency's routine requests for information or comment —
within three (3) working days' from Agency's request.
B -1
EXHIBIT "C"
COMPENSATION
The Consultant shall be paid within "thirty (30) days after timely and complete submittal of a
detailed invoice.
Consultant shall receive compensation on authorized reimbursements, for all Services rendered
under this Agreement at the rates set forth here to and incorporated herein by reference. The total `
compensation for the Project shall not exceed Twenty Five Thousand Dollars ($25,000.00),
without written approval of Agency's Representative, and shall "be apportioned according to task
as follows:
Task 1 $ 7,500
Task 2 $ 7,500
Tasks 3 up to. $10,000
Total $25,000
Funds not spent on any of the above tasks can be transferred to another of the above tasks, as
needed.
A. Jerry Keyser
$220.00
Managing Principals
210.00
Principals
200.00
Managers
165.00
Senior Associates
150.00
Associates
130.00
Senior Analysts
115.00
Analysts
95.00
Technical Staff
77.50
Administrative Staff 62.50
All KMA's fees, e.g., telephone, copying, fax, mileage, c
included in the above fees. 4{o.0 ev x l -Y>
C -1
omputer, overnight delivery, etc. are
A,, o � c.,.. 6U; 1, �a� t c_
1,c -e -eA