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AMENDMENT NO. 1 TO AGREEMENT FOR THE MORLAN
PLACE (RUSNAK) PROJECT AND OTHER REDEVELOPMENT
PROJECTS BY AND BETWEEN THE ARCADIA
REDEVELOPMENT AGENCY AND PETER P. KINNAHAN
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic
organized under the laws of the State of California, and Peter P. Kinnahan, an
individual, with respect to that certain Professional Services Agreement between
the parties dated December 21, 2004 ( "Agreement').
The parties agree as follows:
1. Section 3.1.2 of the Agreement is hereby amended by deleting December 31,
2005 and by substituting therefor. December 31, 2006.
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
PETER P. KINNAHAN
By Un—LO
Executive Director
Dated: �•6 2005
ATTEST-
Agency Secretary
APPROVEDAS TO FORM:
P. 1clr�
Agency Attorney
By
Peter P. Kinna an
CONCUR:
-1) 0�-4� ft-q �
Deputy Executive Director
G 2-o o
A0
ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this Zi S-�day of beCZrnhC✓ , 2004 by
and between the Arcadia Redevelopment Agency, a public body, corporate and politic organized
under the laws of the State of California with its principal place of business at 240 West
Huntington Drive, Arcadia, California 91066 -6021 ( "Agency ") and Peter P. Kinnahan, an
individual, with his principal place of business at 10272 Tanforan, Cypress, California 90630
( "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 general redevelopment
consulting services to public clients, and is familiar with the plans of Agency and the City of
Arcadia.
2.2 Project.
Agency desires to engage Consultant to render such services for the Morlan Place
(Rusnak) project ( "Project') and other redevelopment projects as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scone 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 general redevelopment consulting
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 January 3, 2005 to
December 31, 2005, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
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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 determine
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 prior written 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 prior 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: Peter P. Kinnahan.
3.2.5 Agency's Representative. The Agency hereby designates Don Penman,
Assistant City Manager /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 or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Peter P.
Kinnahan, or his 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 his 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. 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.
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 general redevelopment requirements,
and shall give all notices required by law. Agency shall permit Consultant to access general
redevelopment resource materials and files in the Agency's possession. 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 City, 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. —[INTENTIONALLY OMITTED]
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the Agency's prior written authorization, 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 $5,000.00 (Five Thousand Dollars)
without written approval of Agency's Assistant City Manager/Development Services Director.
Revised 8/04 LM
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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 forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the 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 prior
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
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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:
Agency:
Peter P. Kinnahan
10272 Tanforan
Cypress, CA 90630
Arcadia Redevelopment Agency
240 West Huntington Drive
Arcadia, CA 91066 -6021
Attn: Don Penman,
Assistant City Manager/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 Consultant 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.
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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 Indemnification. [INTENTIONALLY OMITTED]
3.5.6 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.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 Agency's Right to Employ Other Consultants. Agency reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 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.
3.5.12 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
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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
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.
3.5.13 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 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.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 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.
3.5.17 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.
3.5.18 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, sexual orientation 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.
3.5.19 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-
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insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 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
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.
3.5.21 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 PETER P. KINNAHAN
By: uN "�,
William R. Kelly
Executive Director
Dated: !01� 2004
T ST:
Agency Secretary
L ' ' ' SW11111 TVCSIMSJ M
Stephen P. Deitsch
Agency Attorney
Revised 8/04 LM
By:
Peter P. Kinnahan
3
CONCUR:
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Department Head bate
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide general professional consulting services regarding redevelopment
implementation affecting the Arcadia Redevelopment Agency, in particular the Morlan Place
(Rusnak Expansion) project, and other redevelopment projects and activities as needed and
directed by Assistant City Manager/Development Services Director.
■ Meet with Agency officials and staff to review project approval and implementation
issues.
• Communicate with Agency officials and staff by letter, e-mail and telephone on project
approval and implementation issues.
A -1
Exhibit "B"
SCHEDULE OF SERVICES
0
The assignment shall begin January 3, 2005 and end December 31, 2005. (Agency
acknowledges the Consultant will be out of the country in May and June 2005.)
0
Exhibit "C"
COMPENSATION
F- I
The total amount during the term of the Agreement shall not exceed $5,000.00 per year.
An hourly fee has been established at the rate of $85.00 per hour. The billing will start only
upon entry of the Consultant into Arcadia City Hall or other location of work specifically
assigned by the Agency's representative.
C -1
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THIS APPLICATION IS INVALID AFTER THIRTY (30) DAYS.
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` I DECLARE; UNDER PENALTY OF PER,��}/[�x HAT jp�NFORMA,�T]r�ON IN THIS APPLICATION IS- TRUE gAND CORRECT.
` Signature of Owner or!Representadve / mt (`/'�'*�' " " "'� Date �4 / X� -
(Return entire applic, lion form to above Post Office Box and make check payable to the City of Arcadia.)