Loading...
HomeMy WebLinkAboutC-1714 .. • QLc/J 3V AGENCY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 13'day of MOV-6M$E - , 20 0Oby and between the Arcadia Redevelopment Agency, a municipal organization 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 Keyser Marston Associates, Inc., a California corporation with its principal place of business at 500 South Grand Avenue, Suite 1480, Los Angeles, CA 90071 ("Consultant"). The 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 redevelopment project area amendment/adoption services to public clients and is familiar with the plans of the Agency. 2.2 Project. The Agency desires to engage Consultant to render such services for the proposed South Arcadia Redevelopment Project Area Amendment ("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 project area amendment/adoption 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 one (1) year from the date of execution, unless earlier terminated as provided herein. Consultant shall complete the Services • RVPUB\NGS1557188 1 within the term of this Agreement, provided that consultant requested data and Agency actions are provided/taken in a timely manner in accordance with the agreed upon schedule. 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. The 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 the 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, the Agency shall respond to Consultant's submittals in a timely manner. Upon request of the 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 the Agency. 3.2.4 Substitution of Key Personnel. Consultant has represented to the 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 the Agency. In the event that the Agency and Consultant cannot agree as to the substitution of key personnel, the 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: .Paul Anderson, Principal, will oversee the adoption process, Denise Bickerstaff, Senior Associate, will act as Project Manager, and Greg Soo-Hoo, Principal, will provide the financial feasibility analysis. 3.2.5 Agency's Representative. The Agency hereby designates Don Penman, Deputy Executive Director, or his or her designee, to act as its representative for the performance of this Agreement ("Agency's Representative"). The Agency's Representative shall have the RVPUB\NGS\557188 2 power to act on behalf of the Agency for all purposes under this 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 Paul Anderson, or his 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 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 the 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 shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees 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 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, 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 the City of Arcadia, the 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. RVPUB\NGS\557188 3 3.2.10 Insurance. 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 or disease. 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 RVPUB\NGS\557188 4 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 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 Liability. The automobile liability policy shall be endorsed to state that: (1) the City of Arcadia, 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 Liability 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 City of Arcadia, 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. RVPUBWGS\557188 5 3.2.10.8 Verification of Coverage. Consultant shall furnish the 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 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. 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 $108,509 without written approval of the Agency's Deputy Executive 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 the Agency a monthly itemized statement which indicates percent of work completed and/or hours of Services rendered by Consultant as provided in Exhibit C. 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. The Agency shall, within 30 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 beyond the budget provided for in Exhibit C unless authorized in writing by the Agency. 3.3.4 Extra Work. At any time during the term of this Agreement, the Agency may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by the 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 the Agency's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain, at its corporate office located in San Francisco, California, complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. RVPUB\NGS\557188 6 Consultant shall allow a representative of the 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. The 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 the 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, the Agency may require Consultant to provide at Agency's cost 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, the 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: Paul Anderson Agency: Arcadia Redevelopment Agency 240 West Huntington drive • Arcadia, CA 91066-6021 Attn: Don Penman, Development Services 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 • RVPUB\NGS\557188 7 1 � 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 the Agency to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in reports, 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 the 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 professionals other than Consultant or provided to Consultant by the Agency. The 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 the Agency's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, 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 the 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 the Agency's name or insignia, or photographs of the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the Agency. 3.5.4 C_ ooperation; 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 Attorney's 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 attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City of Arcadia, the Agency, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged gross negligent acts, or willful misconduct of Consultant, its RVPUB\NGS\557188 8 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 the City of Arcadia, the Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City of Arcadia, the Agency or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the City of Arcadia, the 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 City of Arcadia, 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 Employ Other Consultants. The 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 the City of Arcadia and the 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. • RVPUB\NGS\557188 9 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, the Agency shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of the 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 the 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 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. RVPUBINGS\557188 10 1 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 the Agency. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. The Agency hereby approves Terry A. Hayes Associates as an approved sub-consultant to prepare the Environmental Impact Report for the proposed South Arcadia Project Area. ARCADIA REDEVELOPMENT -AGENCY KEYSER MARSTON ASSOCIATES,INC. By: By. William R. Kelly alvin E. Hollis Executive Director Managing Principal Attest: ency Clerk Approved as to Form: A 1 / U Stephen P. Deitsch Agency Attorney RVPUB\NGSN557188 11 • EXHIBIT "A" SCOPE OF SERVICES The services required by the Agency include but are not limited to the following: The consultant shall provide the following documents, in draft form, and following Agency review and comment, in final form. The Agency will be responsible for duplication costs. The (sub) Consultant shall prepare 5 copies of the following draft and fmal documents on one disk CD (Word '97): . ✓ Prepare Assessee list on mailing labels (or computer disk) ✓ Preliminary Plan ✓ Survey Area Resolution ✓ Redevelopment Plan ✓ Owner Participation and Preferences Rules (OPP) ✓ Planning Commission Resolution(on Project Area,boundary, Preliminary Plan) ✓ Agency Resolution(receiving Preliminary Plan, directing staff to prepare Redevelopment Plan and EIR, and establishing base year) ✓ Notices to State Boards of Equalization, taxing agencies • ✓ Preliminary Report (reasons, blight and urban report, description of proposed projects, how.project will alleviate blight, method of financing (economic feasibility), with staff assistance . ✓ Resolution of Agency (reviewing and approving Preliminary Report and authorizing transmittal to the taxing agencies) ✓ Agency Resolution(adopting draft OPP Rules or amended Rules, and make public, receiving proposed Redevelopment Plan and authorizing transmittal to taxing agencies, and Planning Commission) ✓ Prepare resolution of Planning Commission (with report and recommendations on Redevelopment Plan, conformance with General Plan, and authorizing transmittal to Agency and City Council) ✓ Prepare Agency report to City Council, including Five Year Implementation Plan, Relocation Plan(if necessary),Neighborhood Impact Report (NM)—see following ✓ Five Year Implementation Plan-modeled on the Agency's existing updated Implementation Plan ✓ Relocation Plan (if necessary) • ✓ Neighborhood Impact Report ✓ Preparation of draft notice of joint Public Hearing ✓ Prepare Supplementary Report on different equalized rolls (Section 33352,b, e, n), (as appropriate) ✓ Agency Resolution(receiving Supplementary Report and authorizing transmittal to taxing agencies) - if necessary ✓ Agency Resolution(receiving Report to City Council authorizing submittal of Preliminary Report and Redevelopment Plan to City Council; consent to joint Public Hearing) ✓ City Council Resolution(receiving Report, Redevelopment Plan, OPP Rules, set Public Hearing) Ordinance ✓ Prepare Resolutions (City Council and.Agency) for adoption of Redevelopment Plan • RVPUB\NGS\557188 A-1 ✓ Response to all non-environmental written comments to Plan ✓ Resolution(permitting use of Low/Moderate Income Housing funds outside Project Area) ✓ Prepare responses, Resolution(s) on written objections ✓ City Council Resolution on Low Moderate Income Housing outside Project Area ✓ City Clerk certification of City Council action,boundary, to County Recorder ✓ Prepare Letter to Building Division from City Clerk (H&S Code 33374) Environmental Impact Report The Environmental (Sub) Consultant shall prepare 5 copies of the following draft and final documents and one disk CD (Word'97), and 25 copies and one unbound original of the DEIR and FEIR: ✓ Assist staff with preparation of responsible and trustee agencies (adjacent City list) and State Clearinghouse, taxing agencies, County Clerk, environmental "interested"parties ✓ Initial Study and Environmental Information form ✓ Notice of Preparation(NOP) ✓ Screen Check EIR ✓ Draft EIR ✓ Notice of Completion(NOC) ✓ Draft Notice of Public Hearing; DEIR sent to Agency ✓ Agency Resolution(receiving DEIR, authorizing circulation to public agencies and publication of notice of availability of DEIR and Public Hearing) ✓ Draft responses to DEIR comments (or FEIR), and transmit (through staff) to public agencies ✓ Prepare Agency Resolution(certifying FEIR, making findings, approving transmittal to City Council) ✓ Preparation of Mitigation Monitoring Program, Statement of Overriding Considerations, as appropriate ✓ City Council Resolution on FEIR(location of documents), approving Mitigation Monitoring Program and Statement of Overriding Considerations ✓ File Notice of Determination with County Clerk and if necessary, State Clearinghouse; Fish& Game fee (paid by Agency) • RVPUB\NGS\557188 A-1 • J e EXHIBIT "B" SCHEDULE OF SERVICES The term of this agreement shall end one(1)year from the date of the execution provided that Consultant requested data and Agency actions are provided/taken in a timely manner in accordance with the agreed upon schedule. • RVPUB\NGS\557188 B-1 1 EXHIBIT "C" COMPENSATION KEY DOCUMENTS AMOUNT Preliminary Plan $1,000 Redevelopment Plan Amendment $1,500 OP Rules $500 Preliminary Report $12,000 Supplement Base Year Report(if required) $2,000 TM—Estimate Only Response to Non-EIR Comments on Redevelopment Plan $1,000 TM—Estimate Only Report to City Council $10,000 Five-year Implementation Plan Included Neighborhood Impact Report Included Post-adoption Documents $500 ADMINISTRATION AND COORDINATION Project Management and Coordination $8,000(1) TM—Estimate Only List of Assessees $500 Id of Affected Taxing Agencies/33327 Notices $1,000 Resolutions $3,000 Meetings (est. at 40 hours) $5,400 TM—Estimate Only Expenses (allowance) $1,000 Subtotal $47,400 Environmental Impact Report $40,609 Expenses (allowance) $500 Traffic Analysis $20,000 Subtotal $61,109 GRAND TOTAL $108,509 1) Assumes client will take lead role in project coordination. KMA will prepare a draft and final schedule of actions. Additional revisions to the schedule, monitoring and assistance will be provided on a time and material basis up to the estimated budget limit RVPUB\NGS\557188 C-1 1 - C • • HOURLY FEE SCHEDULE Keyser Marston Associates,Inc. 2000 A. JERRY KEYSER $195.00 MANAGING PRINCIPALS $190.00 PRINCIPALS $175.00 MANAGERS $150.00 SENIOR ASSOCIATES $135.00 ASSOCIATES $115.00 SENIOR ANALYST $100.00 ANALYST $85.00 TECHNICAL STAFF $70.00 ADMINISTRATIVE STAFF $55.00 Terry A. Hayes Associates PRINCIPAL $157.06 SENIOR ASSOCIATE $94.39 OFFICE MANAGER $45.23 ASSISTANT ENVIRONMENTAL PLANNER $41.52 ENVIRONMENTAL PLANNER $45.31 PLANNING TECHNICIAN $31.41 GRAPHICS SUPPORT $28.79 Sub-Consultants and Sub-Contracts Fees for Sub-Consultants and Sub-Contractors will be billed at their standard hourly rates, on a not-to-exceed basis, or monthly on a fixed-fee basis, depending upon any agreements between KMA and the Sub-Consultant/Sub-Contractor and as approved by the Agency. • RVPUB\NGS\557188 C-1 I .. � r IDD/YY) 11DATE(M ACORD CERTIFICi41'E OF LIABILITY INSU NCE TM /29 M/2000 PRODUCER (415)957-0600 FAX (415)9F/ewe g m S7 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION I�I3roev'i ch O'Shea & Coghl an ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 425 Mabket Street DEC 0 Ft nip •ALTER THE COVERAGE AFFORDED BY THE.POLICIES BELOW. 10th Floor San Francisco, CA 94105 / OYFB INSURERS AFFORDING COVERAGE tl�RIC4(il;�Ufyick'at• INSURED Keyser Marston Assqciates, Inc tt0miGOaed fouls+iirl+' xiNS(SkERA: Royal Insurance Company of America 55 Pacific Avenue Mall INSURER B: Republic Indemnity Co. of California San Francisco, CA 94111 INSURER C: Philadelphia Indemnity Insurance Company INSURER D: I INSURER E: - COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MMIDD/YY) GENERAL LIABILITY PSP045725 11/11/2000 11/11/2001 EACH OCCURRENCE $. 1,000,000 X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE(Any one fire) $ 300,000 1 CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,000 A PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 —I POLICY n PI n LOC AUTOMOBILE LIABILITY PST244650 11/11/2000 11/11/2001 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS • BODILY INJURY SCHEDULED AUTOS (Per person) $ A X HIRED AUTOS BODILY INJURY • X NON-OWNED AUTOS (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN ACC $ AUTO ONLY: AGG $ EXCESS LIABILITY PLA244650 11/11/2000 11/11/2001 EACH OCCURRENCE _ $ 4,000,000 7 OCCUR CLAIMS MADE AGGREGATE _ $ 4,000,000 A Retained Limit _$ None DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND 03954605 11/11/2000 11/11/2001 X TORY L MITS I °ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT . $ 1,000,000 B • E.L.DISEASE-EA EMPLOYEE $ 1,000,000 E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER CL2004421 11/11/2000 11/11/2001 $1,000,000 Each Wrongful Act / Professional Liability C $1,000,000 Aggregate Limit; $25,000 Deductible DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS The Arcadia Redevelopment Agency, the City of Arcadia, its directors, officials, officer, employees, agents and volunteers are named as Additional Insureds as respects General Liability per the attached endorsement. This insurance is primary and non-contributory. • CERTIFICATE HOLDER I I ADDITIONAL INSURED;INSURER LETTER:_ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL X4)6MXtXCXXX)MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, The Arcadia Redevelopment Agency and the City of Arcadia X MOOtXXXX(XXOCXX '' XXMXXXXXXXXDb141XCXXX P.O. Box 60021 dlkACr1FXXXXXXiY XCO MMX-XA kXXXXXXXXXX Arcadia, CA 91006-6021 AUTHORIZED REPRESENTATIVE 3V1I-lat• Sharon Voth/SVO ACORD 25-S(7/97) ©ACORD CORPORATION 1988 1 ` • Keyser Marston Associates, Inc. Policy Number PSP045725 ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT OR PERVIIT The following is added to Commercial General Liability Section II—Who is an Insured: A. Any person or organization you are required by a written contract, agreement or permit to name as an additional insured to name as an insured is an insured but only with respect to liability arising out of: 1. "Your work"performed for that insured at the location designated in the contract, agreement or permit; or 2. Premises owned or used by you. • B. This insurance does not apply unless the contract, agreement or permit is executed prior to the "bodily injury" or"property damage". C. This insurance does not apply to the rendering of or failure to render any professional services. D. This insurance is primary if that is required by the contract, agreement or permit. GC 0330 1097 Royal Insurance Company of America