HomeMy WebLinkAboutRDA Agenda Packet 112707Isis y -_ , r9]9''
CITY OF ATASCADERO
COMMUNITY REDEVELOPMENT AGENCY
AGENDA
Tuesday, November 27, 2007
6:00 P.M.
City Hall
Council Chambers
6907 EI Camino Real
Atascadero, California
REGULAR SESSION: 6:00 P.M.
ROLL CALL: Chairperson O'Malley
Vice Chairperson Beraud
Board Member Brennler
Board Member Clay
Board Member Luna
APPROVAL OF AGENDA: Roll Call
COMMUNITY FORUM: (This portion of the meeting is reserved for persons wanting to
address the Board on any matter not on this agenda and over which the Board has
jurisdiction. Speakers are limited to five minutes. Please state your name and address
for the record before making your presentation. The Board may take action to direct the
staff to place a matter of business on a future agenda. A maximum of 30 minutes will
be allowed for Community Forum, unless changed by the Board.)
BOARD ANNOUNCEMENTS AND REPORTS: (On their own initiative, the Board
Members may make a brief announcement or a brief report on their own activities.
Board Members may ask a question for clarification, make a referral to staff or take
action to have staff place a matter of business on a future agenda. The Board may take
action on items listed on the Agenda.)
PRESENTATION:
1. Atascadero Performing Arts Center Committee Presentation
A. CONSENT CALENDAR:
Agreement to Provide General Counsel Legal Services
■ Fiscal Impact: Monthly retainer of $9,500 for general legal work.
Additional service to be billed at an hourly rate.
• Recommendation: Agency Board approve the attached agreement with
the law firm of Burke, Williams & Sorenson, to provide General Counsel
Legal Services for the Redevelopment Agency of Atascadero. [Executive
Director]
B. MANAGEMENT REPORT:
Affordable Housing Policy and Strategy Development Consultant
Services Award
• Fiscal Impact: Tierra West Advisors, LLC to provide affordable housing
policy and strategy development consultant services in an amount not to
exceed $32,130.00, and an additional $5,000 to cover incidental expenses
related to public meetings, etc., paid from the Redevelopment Agency
Low/Mod Fund.
• Recommendations: Agency Board:
1. Authorize the Executive Director to execute an agreement with Tierra
West Consultants for Affordable Housing Policy and Strategy
Development in the amount of $32,130; and,
2. Appropriate an additional $5,000 in Low/Moderate income housing
funds for the Affordable Housing Policy and Strategy Development
Project. [Executive Director]
C. ADJOURNMENT:
ITEM NUMBER: RA A-1
DATE: 11/27/07
Community Redevelopment Agency of
Atascadero
Staff Report - Executive Director
Agreement to Provide General Counsel Legal Services
RECOMMENDATION:
Agency Board approve the attached agreement with the law firm of Burke, Williams &
Sorenson, to provide General Counsel Legal Services for the Redevelopment Agency
of Atascadero.
-- DISCUSSION:
City Attorney Patrick Enright, with the firm of Kronick, Teidemann and Girard, resigned
effective September 4, 2007. Mr. Enright served as attorney for the City and the
Redevelopment Agency. The City Council hired Dr. William Mathis to conduct a
recruitment for City Attorney. Several legal firms applied, and the City Council
interviewed the top five qualified firms on November 8, 2007. At the conclusion of the
interviews, the Council directed the City Manager to hire Brian Pierik of Burke, Williams
& Sorenson immediately as an interim City Attorney, and bring back to the Council an
agreement with the firm of Burke, Williams & Sorenson for City Attorney Legal Services.
This agreement is for both City and Redevelopment Agency legal services.
FISCAL IMPACT:
Monthly retainer of $9,500 for general legal work. Additional service to be billed at an
hourly rate.
ATTACHMENT:
Agreement
3
AGREEMENT FOR LEGAL SERVICES ,.�
TIES AGREEMENT ("Agreement') is made and entered into by and between the
CITY OF ATASCADERO, a general law city (hereinafter "CITY"), and the ATASCADERO
COMMUNITY REDEVELOPMENT AGENCY, a redevelopment agency
("AGENCY"), collectively referred to as "ATASCADERO" and the law firm of BURKE,
WILLIAMS & SORENSEN, LLP (hereinafter "BWS"):
WITNESSETH:
The parties hereto do agree as follows:
SECTION 1. RECITALS.
This Agreement is made and entered into with respect to the following facts:
A. ATASCADERO has heretofore engaged the services of BWS to act as
the City Attorney for CITY, and as General Counsel for AGENCY and to perform all legal
services as needed by ATASCADERO; and
B. It is the desire of the parties hereto to formalize, by means of this
Agreement, their relationship pertaining to the performance of such legal services; and
C. BWS and ATASCADERO desire, pursuant to this Agreement, to provide
for the continuation of such legal services, in the time and manner set forth in this Agreement;
and
D. The legislative bodies of CITY and AGENCY have heretofore
determined that the public interest, convenience and necessity require the execution of this
Agreement.
SECTION 2. APPOINTMENT OF CITY ATTORNEY -GENERAL COUNSEL.
Brian A. Pierik, a 13WS partner, is hereby appointed as the City Attorney of
CITY and General Counsel of AGENCY ("City Attorney"). City Attorney shall serve at the
pleasure of the Legislative bodies of CITY and AGENCY, and may be replaced at any -time,
with or without cause, by any of the legislative bodies, without amending this Agreement.
The City Attorney, or his approved successor, shall be responsible for providing or causing to
be provided the legal services contemplated by this Agreement.
SECTION 3. DESIGNATION OF ASSISTANT CITY ATTORNEY -GENERAL COUNSEL.
The City Attorney, with the consent of the legislative bodies of the CITY and
AGENCY shall designate a member of the firm to act as the Assistant City Attorney and
Assistant General Counsel. Such person shall serve at the pleasure of the legislative bodies of
the CITY and AGENCY and may be replaced, at any time, with or without cause, by any of
the legislative bodies.
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r--1 SECTION 4. LEGAL SERVICES.
BWS shall perform the legal services necessary to serve ATASCADERO which
shall include, but are not limited to, the following:
A. The City Attorney or authorized designee shall attend all regular
meetings of the legislative bodies of CITY and AGENCY unless excused by the City
Manager of the CITY or the General Manager of the AGENCY (hereinafter collectively
"Manager"); and
B. The Assistant City Attorney shall attend Planning Commission
Meetings upon request by the Manager; and
C. Provide legal advice to such other boards, commissions and committees
of ATASCADERO as is directed by the Manager; and
D. Provide legal advice on all matters affecting ATASCADERO as
requested by any of the legislative bodies or the Manager; and
E. Prepare or approve as to form, all resolutions, ordinances, contracts,
agreements and other legal documents; and
F. Represent ATASCADERO, and their respective elected and appointed
officers, employees and agents in all administrative proceedings and civil or criminal
litigation, except where otherwise ordered by ATASCADERO; and to prosecute violations of
CITY ordinances when directed to do so by the Manager; and
G. Provide legal advice and opinions on all financial mechanisms
affecting ATASCADERO when requested by the Manager including and
representing ATASCADERO as bond counsel in the issuance of bonds or other securities
involving ATASCADERO.
H. Provide such additional legal services as requested by the Manager.
SECTION 5. COMPENSATION.
BWS shall be compensated for providing the legal services contemplated by this
Agreement, in accordance with the following:
A. Retainer Services. "Retainer Services," for the purpose of this
Agreement, shall mean attendance at regular and special meetings of the City Council and the
Community Redevelopment Agency, attendance at Staff meetings, drafting of Ordinances and
Resolutions, review of Agendas and responding to legal questions which arise on a day to day
basis. BWS's compensation for such Retainer Services shall be in the sum of Ninety -Five
Hundred Dollars ($ 91500.00) per calendar month for the first fifty (50) hours expended in
providing such services.
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B. Legal Services above Retainer and Non -Retainer Legal Services. For
Retainer Services above the retainer hours and for non -retainer legal services, BWS' t 1
compensation shall be: Partners $240 per hour; Associates $215 per hour; Law Clerks $175
per hour and Paralegals $125 per hour. Bond counsel services are available by special
arrangement under a fee structure reasonable for the project.
C. Travel Time. Compensation for travel.time shall be at the rate of $175
per hour. Travel time does not count against the 50 hours per month of Retainer Services.
D. Hourly Rates. Effective July 1 of each year, commencing July 1, 2008,
the hourly rates specified in this Agreement, unless otherwise negotiated, will be increased by
a standard annual adjustment upon consultation with the Manager and approved by the City
Council as part of the Council's standard budget adoption process, equal to the average
Consumer Price Index for the previous four quarters.
E. Reimbursement Expenses. BWS shall be entitled to reimbursement for
all reasonable and necessary expenses incurred by it in the performance of legal services
hereunder. "Reimbursable expenses" shall mean and include, but not be limited to
reproduction of documents (currently $.20 per page), facsimile (currently $1.00 per page);
mileage reimbursement (currently $.48 per mile), and other costs reasonably and necessarily
incurred in performing services for the CITY and AGENCY.
F. Invoices. Payment for Services.
(1) Invoices. BWS shall submit monthly invoices to ATASCADERO
for all services provided and costs incurred pursuant to the terms of this Agreement. Said
invoices shall set forth by date the type of work performed, the time spent on a task and the
identity of the attorney.performing the task. Fees are charged in increments of 1/10th of an
hour. Invoices shall contain itemized descriptions of any out-of-pocket expenses incurred
during the prior month.
(2) Paymen. Payment to BWS shall be made by ATASCADERO
within thirty (30) days of receipt of the statement.
SECTION 6. TERM AND TERMINATION.
The term of this Agreement shall commence on November 27, 2007, and shall
continue thereafter until terminated as follows:
A. TERMINATION BY ATASCADERO. The legislative bodies of
CITY and/or AGENCY may terminate this Agreement at any time, with or without cause,
upon thirty (30) days written notice to BWS.
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B. TERMINATION BY BWS. BWS may at any time, with or without
cause, terminate this Agreement upon ninety (90) days written notice to ATASCADERO. (_ ,
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C. COMPENSATION IN THE EVENT OF TERMINATION. BWS shall
be compensated for its services and reimbursed for costs rendered through and including the
effective date of such termination.
SECTION 7. COMPLIANCE WITH LAWS.
BWS shall comply with all obligations required of it pursuant to the State Bar
Act and other applicable laws, in connection with its provision of legal services hereunder.
SECTION 8. NOTICES.
Notices required pursuant to this Agreement shall be given by personal service
upon the party to be notified, or by delivery of same into the custody of the United States
Postal Service, or its lawful successor, postage prepared and addressed as follows:
ATASCADERO: City Manager,
City of Atascadero-
6907 El Camino Real
Atascadero, California 93422
BWS: Burke, Williams & Sorensen
n 2310 E. Ponderosa Drive, Suite 25
Camarillo, California 93010
Service of a notice by personal service shall be deemed to have been given as of
the date of such personal service. Notices given by deposit with the United States Postal
Service shall be deemed to have been given five (5) consecutive business days following the
deposit of the same in the custody of said Postal Service. Either party hereto may, from time
to time, by written notice to the other, designate a different address or person which shall be
substituted for that above specified.
SECTION 9. INDEMNIFICATION.
BWS does hereby agree to hold, ATASCADERO, and their respective elected
and appointed officers and employees free and harmless from any claim, demand or judgment
which may arise based upon personal injury to a third party or damage to property of a third
party arising out of the performance of services by BWS pursuant to this Agreement.
SECTION 10. INSURANCE.
Not in derogation of the provisions of Paragraph 9 hereof, BWS does hereby
agree to take out and maintain, in full force and effect, during the term or extended terms of
this Agreement, the following insurance coverage:
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A. Liability insurance coverage, as is customary for law firms; and
B. Such insurance coverage as is required pursuant to the Workers' t I
Compensation Laws of the State of California; and
C. Professional Liability Insurance.
SECTION 11. GENERAL PROVISIONS.
A. Assignment. BWS shall not assign this Agreement, or any of the rights,
duties or obligations hereunder.
B. Status of Independent Contractor. Nothing contained in this Agreement
shall be deemed or construed to create the relationship of principal or agent, or of a
partnership, or of a joint venture, or of any other association of any kind or nature between the
CITY and BWS, nor shall any employee of BWS be deemed to be an employee of
ATASCADERO. BWS is an independent contractor. Employees of BWS shall not be
deemed to be employees or agents of ATASCADERO. Neither ATASCADERO nor any of
their respective officers, employees, servants or agents shall have control over the conduct of
BWS or any of BWS's officers, employees or agents.
C. Discrimination. In the performance of this Agreement, BWS shall not
engage in any unlawful discrimination of any kind, including without limitation, in its t 1
employment practices.
D. Entire Agreement. This Agreement constitutes the entire Agreement of
the parties concerning the subject matter hereof and all prior agreements or understandings,
oral or written, are hereby merged herein. Except as expressly set forth herein, this
Agreement shall not be amended in any way except by a writing expressly purporting to be
such an amendment, signed and acknowledged by both of the parties hereto.
E. Interpretation. Should interpretation of this Agreement, or any portion
thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and
equally, and shall not be interpreted against either party on the ground that the party prepared
the Agreement or caused it to be prepared.
F. Waiver. No waiver of any provision of this Agreement by either party
hereto shall be deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same
provision. No waiver shall be binding, unless executed in writing by the party making the
waiver.
SECTION 13. EFFECTIVE DATE.
This Agreement shall be effective on November 27, 2007.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their representatives as follows:
DATE: November 2007
Marcia McClure Torgerson, City Clerk
DATE: November 2007
ATTEST:
Marcia McClure Torgerson, Board Secretary
DATE: November 2007
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CITY OF ATASCADERO
LIN
George Luna, Mayor
ATASCADERO COMMUNITY
REDEVELOPMENT AGENCY
Tom O'Malley, Chair
BURKE, WILLIAMS & SORENSEN, LLP
L-52
John J. Welsh, Managing Partner
T
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ITEM NUMBER: RA B-1
DATE: 11/27/07
Community Redevelopment Agency of Atascadero
Staff Report - Executive Director
Affordable Housing Policy and Strategy Development
Consultant Services Award
RECOMMENDATIONS:
Agency Board:
1. Authorize the Executive Director to execute an agreement with Tierra West
Consultants for Affordable Housing Policy and Strategy Development in the amount of
$32,130; and,
2. Appropriate an additional $5,000 in Low/Moderate income housing funds for the
Affordable Housing Policy and Strategy Development Project.
DISCUSSION:
Background: Several months ago staff recommended the hiring of a qualified affordable
housing consultant; reasoning that the creation of an Affordable Housing Policy and
Development Strategy is essential to project development and suitable use of Agency
housing set-aside funds and City affordable housing in -lieu funds. A proactive policy
will guide Agency and City decisions relative to affordable housing projects, and is key
to effectively working with affordable housing developers, and fulfilling the Agency's and
City's affordable housing requirements under the law.
The Board approved the issuance of a Request for Qualifications and Proposals for an
Affordable Housing Policy and Strategy Development Consultant with a $30,000
budget. Three timely responses were received. On October 3, 2007, staff interviewed
the three respondents, and following a reference check selected Tierra West Advisors,
LLC for a second interview. As a result, a better understanding of the needs of the
City/Agency emerged and Tierra West revised their estimate to an amount not to
exceed $32,130.
Tierra West will provide the following services:
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1. Create inventory of existing affordable and inclusionary housing, covenant .�
review and owner occupancy verification.
2. Analyze and recommend appropriate staffing levels to properly monitor and
maintain housing records and programs.
3. Assist staff to identify strategic partnerships with local and regional affordable
housing providers and developers.
4. Develop relevant affordable housing programs that will reflect a housing
policy that will meet the Agency's affordable housing legal requirements and
needs. The programs and projects can include but are not limited to infill
housing, employer assisted housing, and loan programs.
Specifically, Tierra West will undertake the following activities:
• Document and data collection
• Preparation of database (Inventory of existing affordable housing, inclusionary
housing, covenant terms and occupants).
• Identify and analyze partnerships with other organizations.
• Analysis of legal requirements and best practices for Atascadero housing.
• Development of procedures, requirements and needs that should be addressed
in developer proposals in order to assist in meeting Atascadero's housing
obligations.
• Program design and project activities to assist in implementing Atascadero
housing goals and objectives.
• Educational effort for elected officials, developers, non -profits, residents and
community stakeholders.
• Research and analyze staff time and administration costs and develop a
recommendation for staffing needs, time constraints, and program management.
• Preparation of first draft of Comprehensive Housing Policy.
• Review of documents with Atascadero staff.
• Modify Housing Policy and integrate comments.
• Review of documents with Atascadero staff.
• Coordinate additional community outreach meetings and public body
presentations.
• Prepare final version of Housing Policy.
Conclusion: While the selection was a difficult one given the quality and caliber of the
proposers, Tierra West Advisors, LLC, was chosen and has agreed to provide
Affordable Housing Consultant Services pursuant to the terms and conditions of the
attached Consultant Services Agreement. Staff recommends that Tierra West Advisors,
LLC be retained to provide Affordable Housing Consultant Services.
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n ALTERNATIVES:
1. Council take no action.
2. Council instruct staff to renegotiate the terms and conditions of the Consultant
Agreement as direct by the Board.
Given that the selected consultant is qualified and competent to provide the services
requested as set by the Board, Staff does not recommend either alternative.
FISCAL IMPACT:
Tierra West Advisors, LLC to provide affordable housing policy and strategy
development consultant services in an amount not to exceed $32,130.00, and an
additional $5,000 to cover incidental expenses related to public meetings, etc., paid
from the Redevelopment Agency Low/Mod Fund.
ATTACHMENT:
1. Consultant Services Agreement
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ATASCADERO COMMUNITY REDEVELOPMENT AGENCY
CONTRACT FOR
Tierra West Advisors
for
Affordable Housing Policy and Strategy Development
15
Atascadero Community Redevelopment Agency
Tierra West Advisors
CONSULTANT SERVICES AGREEMENT
FOR THE
ATASCADERO COMMUNITY REDEVELOPMENT AGENCY
Tierra West Advisors
THIS CONTRACT is made and entered into between Atascadero Community Redevelopment Agency,
("Agency"), and Tierra West Advisors (`Consultant"). Agency and Consultant agree as follows:
1. SCOPE AND STANDARDS:
A. CONTRACT. Consultant shall do all work, attend all meetings, produce all reports
and carry out all activities necessary to complete the services described in the SCOPE OF
WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this
reference as Exhibit A, as requested by the Agency. This Contract and its exhibits shall be
known as the "Contract Documents." Terms set forth in any Contract Document shall be
deemed to be incorporated in all Contract Documents as if set forth in full therein.
2. EMPLOYMENT STATUS OF PERSONNEL:
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT. Consultant
enters into this Contract as, and shall at all times remain as to the Agency, an independent
contractor and not as an employee of the Agency. Nothing in this Contract shall be construed
to be inconsistent with this relationship or status. Any persons employed by Consultant for the
performance of services pursuant to this Contract shall remain employees of Consultant, shall
at all times be under the direction and control of Consultant, and shall not be considered
employees of Agency. All persons employed by Consultant to perform services pursuant to this
Contract shall be entitled solely to the right and privileges afforded to Consultant employees
and shall not be entitled, as a result of providing services hereunder, to any additional rights or
privileges that may be afforded to Agency employees.
rev 5/1/06 2
792119.3
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Atascadero Community Redevelopment Agency
Tierra West Advisors
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B. INDEPENDENT INVESTIGATION. The Consultant agrees and hereby represents it
has satisfied itself by its own investigation and research regarding the conditions affecting the
work to be done and labor and materials needed, and that its decision to execute this Contract
is based on such independent investigation and research.
C. COMPLIANCE WITH EMPLOYMENT LAWS. The Consultant shall keep itself fully
informed of, shall observe and comply with, and shall cause any and all persons, firms or
corporations employed by it or under its control to observe and comply with, applicable federal,
state, county and municipal laws, ordinances, regulations, orders and decrees which in any
manner affect those engaged or employed on the work described by this Contract or the
materials used or which in any way affect the conduct of the work.
D. UNLAWFUL DISCRIMINATION PROHIBITED. - Consultant shall not engage in
unlawful employment discrimination. Such unlawful employment discrimination includes, but is
not limited to, employment discrimination based upon a person's race, religious creed, color,
national origin, ancestry, physical handicap, medical condition, - marital status, gender,
citizenship or sexual orientation.
3. TIME OF PERFORMANCE:
The services of Consultant are to commence upon execution of this Contract by
Agency, and shall be undertaken and completed in a prompt and timely manner, in accordance
with the Scope of Work referenced in Exhibit A. Except aovided in Sections 6 and 19
below, this Contract shall terminate no later than November[!3 2008 unless extended by the
mutual agreement of both parties.
4. COMPENSATION:
A. TERMS. Compensation to the Consultant shall be as set forth in Exhibit B attached
hereto and made a part hereof.
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING. Consultant shall not
be compensated for any services rendered in connection with its performance of this Contract,
which are in addition to those set forth herein or listed in Exhibit A, unless such additional
services are authorized in advance and in writing by the Agency Manager or the Agency
Manager's designee (hereinafter "Agency Manager' shall include the Agency Manager's
designee). Consultant shall be compensated for any additional services in the amounts and in
the manner as agreed to by Agency and Consultant at the time Agency's express written
authorization signed by the Agency Manager is given to Consultant for the performance of said
services.
rev 511106
792119.3
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Atascadero Community Redevelopment Agency
Tierra West Advisors
5. SUPERVISON, LABOR AGREEMENTS AND PERSONNEL:
A. CONSULTANT SUPERVISES PERSONNEL. The Consultant shall have the
responsibility for supervising the services provided under this Contract, hiring of personnel,
establishing standards of performance, assignment of personnel, determining and affecting
discipline, determining required training, maintaining personnel files, and other matters relating
to the performance of services and control of personnel. The Agency Manager may use any
reasonable means to monitor performance and the Consultant shall comply with the Agency
Manager's request to monitor performance.
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS. The Agency
acknowledges that the Consultant may be obligated to comply with bargaining agreements
and/or other agreements with employees and that the Consultant is legally obligated to comply
with these Contracts. It is expressly the intent of the parties and it is agreed by the parties that
the Consultant's performance shall not in any manner be subject to any bargaining
agreement(s) or any other agreement(s) the Consultant may have covering and/or with is
employees.
C. APPROVAL OF STAFF MEMBERS. Consultant shall make every reasonable effort
to maintain the stability and continuity of Consultant's staff assigned to perform the services
required under this Contract. Consultant shall notify Agency of any changes in Consultant's
staff to be assigned to perform the services required under, this Contract and shall obtain the
approval of the Agency Manager of a list of all proposed staff members who are to be assigned
to perform services under this Contract prior to any such performance.
6. TERMINATION:
A. 30 DAYS NOTICE. The Agency, upon thirty (30) days written notice, may terminate
this Contract, without cause, at any time. In the event of such termination, Consultant shall be
compensated for non -disputed fees under the terms of this Contract up to the date of
termination.
B. OBLIGATIONS SURVIVE TERMINATION. Notwithstanding any.termination of this
Contract, Consultant shall not be relieved of liability to the Agency for damages sustained by
the Agency by virtue of any breach of this Contract by Consultant, and the Agency may
withhold any payments due to Consultant until such time as the exact amount of damages, if
any, due the Agency from Consultant is determined. All of the indemnification, defense and
hold harmless obligations in this Contract shall survive termination.
rev 5/1/06
792119.3
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Atascadero Community Redevelopment Agency
Tierra West Advisors
7. CHANGES:
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The Agency or Consultant may, from time to time, request changes in the scope of the
services of Consultant to be performed hereunder. Such changes, including any increase or
decrease in the amount of. Consultant's compensation and/or changes in the schedule must be
authorized in advance by both Parties in writing. , Mutually agreed changes shall be
incorporated in written amendments to this Contract. Any increase in the amount of
Consultant's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in
advance by the Agency Manager.
8. PROPERTY OF AGENCY:
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF AGENCY. It is mutually
agreed that all materials prepared by the Consultant under this Contract are upon creation and
shall be at all times the exclusive, property of the Agency, and the Consultant shall have no
property right therein whatsoever. Agency agrees that Consultant shall bear no responsibility for
any reuse of the materials prepared by the Consultant if used for purposes other than those
expressly set forth in the Intended Use of. Consultant's Products and Materials section of this
Contract. Consultant shall not disseminate any information or reports gathered or, created
pursuant to this Contract without the prior written approval of Agency including without limitation
( )information or reports required by government agencies to enable Consultant to perform its
duties under this Contract and as may be required under the California Public Records Act
excepting therefrom as may be.provided by court order. Consultant will be allowed to retain
copies of all deliverables.
B. CONSULTANT TO DELIVER AGENCY PROPERTY. Immediately upon termination,
or upon the request by the Agency, the Agency shall be entitled to, and the Consultant shall
deliver to the Agency, all. data, drawings, specifications, reports, estimates, summaries and
other such materials and property of the Agency as may have been prepared or accumulated to
date by the Consultant in performing this Contract. Consultant will be allowed to retain copies
of all deliverables to the Agency.
9. CONFLICTS OF INTEREST:
A. CONSULTANT covenants that neither it; nor any officer or principal of its firm, has or
shall acquire any interest, directly or indirectly, which would conflict in any manner with the
interests of Agency or which would in any way hinder Consultant's performance of services
under this Contract. Consultant further covenants that in the performance of this Contract,
Consultant shall take reasonable care to ensure that no person having any such interest shall
be employed by it as an officer, employee, agent or subcontractor without the express written
consent of the Agency Manager. Consultant agrees to at all times avoid conflicts of interest or
the appearance of any conflicts of interest with the interests of Agency in the performance of
this Contract. Consultant agrees to include language similar to this Section 9(A) in all contracts
with subcontractors and agents for the work contemplated herein.
rev 511106 5
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Atascadero Community Redevelopment Agency
Tierra West Advisors
10. CONFIDENTIAL INFORMATION:
A. ALL INFORMATION KEPT IN CONFIDENCE. All materials prepared or assembled
by Consultant pursuant to performance of this Contract are confidential and Consultant agrees
that they shall not be made available to any individual or organization without the prior written
approval of the Agency, except by court order.
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE. If Consultant or any of its
officers, employees, or subcontractors does voluntarily provide information in violation of this
Contract, the Agency has the right to reimbursement and indemnity from party releasing such
information for any damages caused by the releasing party's, including the non -releasing
party's attorney's fees and disbursements, including without limitation expert's fees and
disbursements.
C. COOPERATION. Agency and Consultant shall promptly notify the other party should
Consultant or Agency, its officers, employees, agents, or subcontractors be served with any
summons, complaint, subpoena, notice of deposition, request for documents, interrogatories,
request for admissions or other discovery request, court order or subpoena from any party
regarding this Contract and the work performed thereunder or with respect to any project or
property located within the Agency. Agency and Consultant each retains the right, but has no
obligation, to represent the other party and/or be present at any deposition, hearing or similar
proceeding. Consultant and Agency agree to cooperate fully with the other party and to provide
the other parry with the opportunity to review any response to discovery requests provided by
Consultant or Agency. However, Agency and Consultant's right to review any such response
does not imply or mean the right by the other party to control, direct, or rewrite said response.
11. PROVISION OF LABOR, EQUIPMENT AND SUPPLIES:
A. CONSULTANT PROPERTY. Consultant shall furnish all necessary labor,
supervision, equipment, communications facilities, and supplies necessary to perform the
services required by this Contract. Agency acknowledges that all equipment and other tangible
assets used by Consultant in providing these services are the property of Consultant and shall
remain the property of Consultant upon termination of this Contract.
B. SPECIAL SUPPLIES. Agency shall be responsible for supplying any special
supplies, stationary, notices, forms or similar items that it requires to be issued with an Agency
logo. All such items shall be approved by the Agency Manager and shall be provided at
Agency's sole cost and expense.
rev 5/1/06 6
792119.3
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Atascadero Community Redevelopment Agency
Tierra West Advisors
12. COMPLIANCE WITH LAW:
omrmv
. Fi11li<''r;p
A. COMPLIANCE REQUIRED. Consultant shall keep itself informed of applicable local,
state, and federal laws and regulations which may affect those employed by it or in any way
affect the performance of its services pursuant to this Contract. Consultant shall observe and
comply with all applicable laws, ordinances, regulations and codes of federal, 'state and local
governments, and shall commit no trespass on any public or private property in performing any
of the work authorized by this Contract. Consultant shall at all times hold a valid contractor's
license if performing any function or activity for which a license is required pursuant to Chapter
9 (commencing with section 7000) of Division 3 of the California Business and Professions
Code,. and Consultant shall provide a copy of the license(s) upon the request of the Agency.
The Agency, its officials, officers, elected officials, appointed officials and employees shall not
be liable at law or in equity as a result of any failure of consultant to comply with this section.
B. PREVAILING WAGES. In the event it is determined that the Consultant is required to
pay prevailing wages for the work performed under this Agreement, the Consultant shall pay all
penalties and wages as required by applicable law.
13. SUBCONTRACTING:
n None of the services covered by this Contract shall be subcontracted without the prior
written consent of the Agency Manager. Consultant shall be as fully responsible to the Agency
for the negligent acts and omissions of its contractors and subcontractors, and of persons
either directly or indirectly employed by them, as it is for the negligent acts and omission's of
persons directly employed by Consultant.
14. ASSIGNABILITY:
Consultant shall not assign or transfer any interest in this Contract whether by
assignment or notation. However, claims for money due or to become due Consultant from
the Agency under this Contract may be .assigned to a financial institution, but only with prior
written consent of the Agency Manager. .Notice of any assignment or transfer whether
voluntary or involuntary shall be furnished promptly to the Agency. The rights and benefits
under this agreement are for the sole and exclusive benefit of the Agency and this Contract
shall not be construed that any third party has an interest in the Contract.
rev 511106 7
792119.3 -
21
Atascadero Community Redevelopment Agency
Tierra West Advisors
15. LIABILITY OF CONSULTANT:
Consultant shall be responsible for performing the work under this Contract in a manner
which is consistent with the.generally accepted standards of Consultant's. profession and shall
be liable for its own negligence and the negligent acts of its employees, agents, contractors
and subcontractors. The Agency shall have no right of control over the manner in which the
work is to be done but only as to its outcome, and shall not be charged with the responsibility
of preventing risk to Consultant or its employees, agents, contractors or subcontractors.
16. INDEMNIFICATION:
!� '?INDEMNIFICATION FOR PROFESSIONAL LIABILITY. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant
shall indemnify, protect, defend and hold harmless Agency and any and all of its officials, employees and
agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and
expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any
negligence or wrongful act, error or omission of Consultant, willful misconduct, or recklessness of its
officers, agents, employees or sub -consultants (or any entity or individual that Consultant shall bear the
legal liability thereof) in the performance of professional services under this agreement.
B. INDEMNIFICTION FOR OTHER THAN PROFESSIONAL LIABILITY. Other than in
the performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless Agency, and any and all of its employees, officials
and agents from and against any liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of
any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs,
interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this
Agreement by Consultant or by any individual or entity for which consultant is legally liable,
including but not limited to officers, agents, employees or sub -consultants of Consultant.
C. GENERAL INDEMNIFICATION PROVISIONS. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section for each
and every sub -consultant or any other person or entity involved by, for, with or on behalf of
Consultant in the performance of this agreement. In the event consultant fails to obtain such
indemnity obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this section. Failure of Agency to monitor :compliance with these
requirements imposes no additional obligations on Agency and will in no way act as a waiver of
any rights hereunder. This obligation to indemnify and defend Agency as set forth here is
binding on the successor, assigns or heirs of Consultant and shall survive the termination of this
agreement or this section.
rev 511106 8
792119.3
22
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Atascadero Community Redevelopment Agency
Tierra West Advisors
17. INSURANCE:
Consultant shall maintain prior to; the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit C attached to and part of this
agreement.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to labor costs,
material expenses, parcels abated or serviced and other such information required by Agency
that relates to the performanceof services under this Contract. Consultant shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of services.
All such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible and in a form acceptable to the
Agency, which the Agency may specify and change from time to time. Consultant shall
provide free access to the representatives of Agency or its designees, at reasonable times, to
such books and records, shall give Agency the right to examine and audit said books and
records, shall permit. Agency to make transcripts therefrom as necessary, and shall allow
inspection of all work, data,, documents, proceedings, and activities related to this Contract.
Such records, together with supporting documents, shall be maintained for a period of three (3)
years after receipt of final payment.
n 19. MISCELLANEOUS PROVISIONS:
A. ASSIGNMENT OR SUBSTITUTION. Agency has an NONDISCRIMINATION /
NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties
shall not discriminate or grant preferential treatment on the basis of race, sex, color, age,
religion, sexual orientation, disability, ethnic or national origin, and shall comply to the fullest
extent allowed by law, with all applicable local, state, and federal laws relating to
nondiscrimination.
B. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with
all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. & 1101 et seq.),
as amended; and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Consultant so employ such unauthorized aliens for the performance of.work
and/or services covered by this contract, and should the Federal Government impose sanctions
against the Agency for such use of unauthorized aliens, Consultant hereby agrees to, and shall,
reimburse Agency for the cost of all such sanctions imposed, together with any and all costs,
including attorneys' fees, incurred by the Agency in connection therewith.
C. GOVERNING LAW. The Agency and Consultant understand and agree that the laws
of the State of California shall govern the rights, obligations, duties, and liabilities of the parties
to this Contract and also govern the interpretation of this Contract. Any litigation concerning this
Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction
%being expressly waived.
rev 5/1/06
792119.3
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23
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Atascadero Community Redevelopment Agency
Tierra West Advisors
D. Agency has an interest in the qualifications of and capability of the
persons and entities that will fulfill the duties and obligations imposed upon Consultant by this
Contract. In recognition of that interest, neither any complete nor partial assignment of this
Contract, may be made by. Consultant nor changed, substituted for, deleted, or added to without
the prior written consent of Agency which consent shall not be unreasonably withheld. Any
attempted assignment or substitution shall be ineffective, null, and void, and constitute a
material breach of this Contract entitling Agency to any and all remedies at law or in equity,
including summary termination of this Contract. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Contract.
E. ENTIRE CONTRACT. This Contract constitutes the entire Contract and
understanding between the parties relative to the services specified herein and there are no
understandings, agreements, conditions, representations, warranties or promises, with respect
to this Contract, except those contained in or referred to in this Contract and this Contract
supersedes all prior understandings, agreements, courses of conduct, prior dealings among the
parties and documentation of any kind without limitation.
F. AMENDMENTS. This Contract may be modified or amended, or any of its provisions
waived, only by a subsequent written agreement executed by each of the parties. The parties
agree that this requirement for written modifications cannot be waived and any attempted
waiver shall be void.
G. CONSTRUCTION AND INTERPRETATION. Consultant and Agency agree and
acknowledge that the provisions of this Contract have been arrived at through negotiation and
that each party has had a full and fair opportunity revise the provisions of this Contract and to
have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or
interpreting this Contract shall not be resolved against the drafting party. The titles of the
various sections are merely informational and shall not be construed as a substantive portion of
this Contract.
H. WAIVER. The waiver at any time by any party of any of its rights with respect to a
default or other matter arising in connection with this Contract shall not be deemed a wavier
with respect to any subsequent default or other matter.
I. SEVERABILITY. The invalidity, illegality or unenforceability, of any provision of this
Contract shall not render the other provisions invalid, illegal or unenforceable. -
J. NOTICES. All invoices, payments, notices, demands, requests, comments, or
approvals that are required to be given by one party to the other under this Contract shall be in
writing and shall be deemed to have been given if delivered personally or enclosed in a properly
addressed envelope and deposited in a United States Post Office for delivery by registered or
certified mail addressed to the parties (deemed to have been received three (3) business days
after deposit in the U.S. Mail) at the following addresses:
rev 511106 10
792119.3
24
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Atascadero Community Redevelopment Agency
Tierra West Advisors
Agency: Atascadero Community Redevelopment Agency
Agency Manager
6907 EI Camino Real
Atascadero, CA 93422
Consultant: Tierra West Advisors
Michael Garcia, Director
168 Annandale Road
Pasadena, CA 91105
Each party may change the address at which it gives notice by giving ten (10) days
advance, written notice to the other party.
K. AUTHORITY TO EXECUTE. The person or persons executing this Contract on behalf of
Consultant warrant and represent that they have the authority to execute this Contract on
behalf of their agency and further warrant and represent that they have the authority to bind
Consultant to the performance of its obligations hereunder.
AGREED to this ev w'-'7) day of November, 2007 by the parties as follows.
Approved as to form: Tierra West Advisors
By:
Counsel for consultant Michael Garcia, Director
Approved as to form: ATASCADERO COMMUNITY
REDEVELOPMENT AGENCY
By:
Agency Attorney By:
Wade G. McKinney, Executive Director
rev 5/1/06 11
792119.3
25
Atascadero Community Redevelopment Agency
Tierra West Advisors
CERTIFICATE OF COMPLIANCE
WITH LABOR CODE § 3700
va�v a
I am aware of the provisions of Section 3700 of the Labor Code which require every employer
to be insured against liability for workers' compensation or to undertake self-insurance in
accordance with the provisions of that code, and I have complied or will comply with such
provisions before commencing the performance of the work of this contract. (Cal. Labor C.
§§1860, 1861.)
rev 511106
792119.3
26
CONSULTANT
Michael Garcia, Director (�
12
a
n EXHIBIT A
SCOPE OF SERVICES
Tierra West believes that the above approach to this assignment will help to successfully provide the following
scope of services:
1. Create inventory of existing affordable and inclusionary housing, covenant review and owner
occupancy verification.
2. Analyze and recommend appropriate staffing levels to properly monitor and maintain housing records
and programs.
3. Assist staff to identify strategic partnerships with local and regional affordable housing providers and
developers.
4. Develop relevant affordable housing programs that will reflect a housing policy that will meet the
Agency's affordable housing legal requirements and needs. The programs and projects can include
but are not limited to infill housing, employer assisted housing, and loan programs.
Specifically, will undertake the following activities:
• Document and Data Collection
• Preparation of Database (Inventory of Existing Affordable housing, inclusionary housing, covenant terms
and occupants).
• Identify and Analyze partnerships with other organizations.
• Analysis of Legal Requirements and Best Practices for Atascadero Housing.
• Development of Procedures, Requirements and Needs that should be addressed in Developer Proposals
in order to assist in meeting Atascadero's Housing Obligations.
• Program Design and Project Activities to assist in implementing Atascadero Housing goals and
objectives.
• Educational Effort for elected officials, developers, non -profits, residents and community stakeholders.
• Research and Analyze Staff Time and Administration Costs and develop a recommendation for staffing
needs, time constraints, and program management.
• Preparation of first draft of Comprehensive Housing Policy.
• Review of Documents with Atascadero Staff.
• Modify Housing Policy and integrate comments.
• Review of Documents with Atascadero Staff.
• Coordinate Additional Community Outreach Meetings and Public Body Presentations.
• Prepare Final Version of Housing Policy.
658615.1
DRAFT 06141014:33 PM A-1
- 27
EXHIBIT B
Compensation
Tierra West is prepared to assist the City of Atascadero ("City') with the Affordable Housing Policy and Strategy
Development. Tierra West will provide the services on a time and materials basis for a not -to -exceed amount of
$32,130. This fee is inclusive of all normal incidental expenses associated with the project report. Such
expenses include copying, mailing costs; fax charges, overnight mail, and normal travel within the Central Coast
of California.
Billing will detail work done by individual and title. Invoices will be issued monthly and are payable upon receipt,
unless otherwise agreed upon in advance. Invoices will identify tasks completed to date, hours expended and the
hourly rate.
Tierra West Advisors rate schedule for consultant services is as follows:
Classification Rate
Principal/Director $195
Senior Associate $160
Associate/Acquisition Agent $140
Senior Analyst $115
Analyst $105
Research Assistant/Real Estate Technician $ 85
Word Processor $ 65
Clerical $ 50
Reimbursables Cost plus 10%
Reimbursable expenses include extraordinary expenses related to travel outside of the Central Coast of California
(should that be necessary), and State and County fees, if required. Such expenses would be incurred only after
receipt of authorization by the City and would be billed as a direct reimbursable at cost plus 10%.
The following table highlights activities to be accomplished for this assignment with associated costs
detailed by employee and estimated number of hours for each activity by employee.
rev 511106
792119.3.
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792119.3
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29
Atascadero Housing Proposal
Task No.
Sco eat Service
Staff
Hours Rate
Amount
Subtotal amount
Director(MG)
0
195
$0
SeNor Amocialr(RC)
4
160
$640
Senior Analyst(ZIA
0
115
$0
1
11 Meeting vdN Aascadem Stall
Analyst(IM)
0
105
$0
Analyst (JS)
0
105
$0
Reseamh Assistant AB
0
50
$0
$640
Director(MG)
0
195
$0
Senior Associate (RC)
8
160
$1,280
Senior Analyst (ZU)
2
115
$230
2
Document and Data Collection
Analyst (W)
0
105
'$0
Analyst (JS)
0
105
$0
Research Assistant AB
0
50
$0
$1,510
Director(MG)
4
195
$780
Preparation of Database(inventory of Ssisling Affordable
Senior Associate (RC)
4
4
160
115
$640
$460
3
housing, inclusionary housing, covenant terms and
Senior Analyst (ZU)
Analyst(LM)
0
105
$0
occupants)..
Analyst (JS)
0
105
$0
Research Assistant AB
8
50
$400
$2.280
Direcmr(MG)
1
195
$195
Senior Associate (RC)
2
160
$320
4
Identify and Analyze padnerstips with other organizations
Senior Analysl(ZU)
2
115
$230
Analyst (W)
4
105
$420
Analyst (JS)
4
105
5420
Reseamh Assfstant AB
0
50
$o
$1.585
Director(MG)
2
195
$390
Senior Associate (RC)
4
160
$640
Analysis of l-egal Requirements and Best Factors for
Serjor/mil
4
115
$460
5
Atascadem Housing
Analyst (Q4)
0
105
$0
Analyst (JS)
0
105
$0
Research Assistant AB
0
50
$0
51490
Dneclor(MG)
4
195
$780
Senior Asucciate(RC)
4
160
5640
Development of Procedures, Requirements and Needs
Senior Analyst IN)
4
115
5460
6
that should M addressed in Developer Proposals In order
Analyst(LM)
0
105
$0
to assist in meeting Asscadem5 Housing Obligations
Analyst (JS)
0
105
$0
Research Assistant AB
0
50
$0
$1,880
Director(MG)
2
195
$39D
Senior Associate (RC)
8
160
$1280
Program Design and Project Activities to assist in
Senior Analyst (ZU)
12
115
$1,380
7
implementing Alascadem Housing Boats and objectives
MalsL(LM)
0
US
$0
Analyst (JS)
6
105
$630
Research Assisfact (AB)
0
50
$0
$3.680
Director(MG)
6
195
$1,170
Senior Asscoiam(RC)
6
160
$960
Educational Effort for elected officials, developers, nam
Senior Analyst (ZU)
10
115
$1,150
8
profits, residents and community stakeholders.
Analyst(IM)
6
105
$63D
Analyst (JS)
0
105
$0
Research Assistant AB
0
50
$0
S3910
Direclor(MG)
1
195
$195
Senior Associate (RC)
2
160
$320
Reseach and Acadian Staff Time and Atlmwstatlon Costs
Senior Analyst (ZU)
4
115
$4
00
9
and develop a recommendation for staffing needs, time
(W)
0
105
$
$
constraints, and program management
Analyst (JS)Analyst
0
Iso
$0
Reseamh Assistant AB
Research
0
50
$0
$975
Director (MG)
4
195
$780
Senior Associaa (RC)
Senior
B
1W
$1,28D
10
Preparation of first daft of Comprehensive Housing Policy
Senior Analyst (ZU)
12
115
$1,380
Analyst (LM)
6
105
$630
Analyst (JS)
4
105
$420
Research Assistant AB
0
50
$0
54.490
Diactm(MG)
0
195
$0
Senior Associate (RC)
2
160
$320
11
Review of Documents wfih Atascadem Staff
Senior Analyst (ZU)
2
115
$230
Analyst(LM)
0
105
$0
Analyst (JS)
0
105
$0
Research Assistant AB
0
50
$0
$550
Direcmr(MG)
2
195
09D
Senior Associate (RC)
4
160
$640
Senlor Analysl(ZU)
6
115
$690
12
Modify Housing Policy and integrate comments
Amsyst(LM)
0
105
$0
mwyst(JS)
0
105
$0
Research Aeslatant (AS)
0
50
$0
51720
Mreclar(MG)
0
195
$0
Senior Associate (RC)
2
160
$320
13
Review of Documents vdth Atascadero Staff
Senior Analyst(Zq
2
115
$230
Analyst (W)
0
105
$0
Analyst (JS)
0
105
$0
Research Assistant AS
0
50
$0
$550
Dimcmr(MG)
6
195
$1,170
Senior Associate (FIC)
8
160
$1,280
Coordinate Additional Community Outreach Meetings and Senior Analyst (ZU)
6
115
$690
14
Public Body Presentations
Analyst (W)
2
105
$210
Analyst (JS)
0
105
so
Research Assistant (M)
1
50
$50
$3.400
Director(MG)
2
195
$390
Senior Associate (RC)
B
160
$1,280
Senior Analyst (ZU)
12
115
$1,380
15
Prepare Final Version of Housing Policy
Analyst(LM)
4
105
$420
Analyst (is)
0
105
$0
Research Assistant AB
0
5D
so
$3470
Subtotals
235
32,130
rev 5/1/06
792119.3
ME
29
EXHIBIT C n
Insurance Requirements
INSURANCE REQUIREMENTS: CONSULTANT SERVICES
The Consultant shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the performance
of the work hereunder by the Consultant, its agents, representatives, employees, or sub -consultants.
Minimum Scope of Insurance: Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability.coverage (occurrence form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code
1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability
Insurance.
4. Errors and Omissions Liability insurance as appropriate to the consultant's profession.
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 or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to this projectilocation 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.
Employer's Liability: $1,000,000 per accident for bodily injury or disease.
4. Errors and Omissions Liability: $1,000,000 per occurrence.
Deductibles and Self -Insured Retentions: Any deductibles or self-insured retentions must be declared to
and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the City, its officers, officials, employees and
volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Other Insurance Provisions: The general liability and automobile liability policies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as
respects: liability arising out of activities performed by or on behalf of the Consultant; products and
completed operations of the Consultant; premises owned, occupied or used by the Consultant; or
automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special
limitations on the scope of protection afforded to the City, its officers, official, employees, agents or
volunteers. l 1
rev 5/1/06 B-4
792119.3
30 -
r For any claims related to this project, the Consultant's insurance coverage shall be primary
ninsurance as respects the City, its officers, officials, employees, agents and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, agents or
volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. The Consultant's insurance shall apply separately to each insured against whom claim is made or
suit is brought, except with respect to the limits of the insurer's liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty
(30) days' prior written notice by certified mail, return receipt requested, has been given to the
City.
I1
O
Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best's rating of no
less than A: VII.
Verification of Coverage: Consultant shall furnish the City with a certificate of insurance showing
maintenance of the required insurance coverage. Original endorsements effecting general liability and
automobile liability Coverage required by this clause must also be provided. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be
received and approved by the City before work commences.
rev 511106
792119.3
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31
1.
SCOPE AND STANDARDS:
A. CONTRACT..........................................................................................................2
2.
EMPLOYMENT STATUS OF PERSONNEL: ................................................................
2
A. INDEPENDENT CONTRACTOR; EMPLOYEES OF CONSULTANT ............
2
B. INDEPENDENT INVESTIGATION....................................................................
3
C. COMPLIANCE WITH EMPLOYMENT LAWS .................................................
3
D. UNLAWFUL DISCRIMINATION PROHIBITED ..........:...................................
3
3.
TIME OF PERFORMANCE: ............................................................................................
3
4.
COMPENSATION: ...........................................................................................................
3
A. TERMS..................................................................................................................
3
B. NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING ....................
3
5.
SUPERVISON, LABOR AGREEMENTS AND PERSONNEL: ....................................
4
A. CONSULTANT SUPERVISES PERSONNEL ....................................................
4
B. PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS........
4
C. APPROVAL OF STAFF MEMBERS...................................................................
4
6.
TERMINATION................................................................................................................4
A. 30 DAYS NOTICE................................................................................................
4
B. OBLIGATIONS SURVIVE TERMINATION......................................................
4
7.
CHANGES:........................................................................................................................5
8.
PROPERTY OF AGENCY: ..............................................................................................
5
A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF AGENCY ...............
5
B. CONSULTANT TO DELIVER AGENCY PROPERTY .....................................
5
9.
CONFLICTS OF INTEREST: ...........................................................................................
5
A. CONSULTANT.....................................................................................................5
10.
CONFIDENTIAL INFORMATION: ................................................................................
6
A. ALL INFORMATION KEPT IN CONFIDENCE ................................................
6
B. REIMBURSEMENT FOR UNAUTHORIZED RELEASE .................................
6
C. COOPERATION...................................................................................................
6
11.
PROVISION OF LABOR, EQUIPMENT AND SUPPLIES :...........................................
6
A. CONSULTANT PROPERTY...............................................................................
6
B. SPECIAL SUPPLIES............................................................................................
6
12.
COMPLIANCE WITH LAW: ...........................................................................................
7
rev 511106 B'6
792119.3
32 -
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B. UNAUTHORIZED ALIENS ....................................
C. GOVERNING LAW .................................................
D. ASSIGNMENT OR SUBSTITUTION .....................
E. ENTIRE CONTRACT ..............................................
F. AMENDMENTS......................................................
G. CONSTRUCTION AND INTERPRETATION.......
H. WAIVER....................................................I...............
I. SEVERABILITY......................................................
J. NOTICES..................................................................
K. AUTHORITY TO EXECUTE .........................................
rev 5/1/06
792119.3
MEN
4
......................................... 9
....................................... 10
....................................... 10
....................................... 10
.......................................10
....................................... 10
......................................... 9
.......................................11
....................................... 11
33
A. COMPLIANCE REQUIRED................................................................................
7
B. PREVAILING WAGES........................................................................................
7
13.
SUBCONTRACTING: ......................................................................................................
7
14.
ASSIGNABILITY: ............................................................................................................
7
15.
LIABILITY OF CONSULTANT: .....................................................................................
8
16.
INDEMNIFICATION: ......................................................................................................
8
A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY ................................
8
B. INDEMNIFICTION FOR OTHER THAN PROFESSIONAL LIABILITY........
8
C. GENERAL INDEMNIFICATION PROVISIONS ...............................................
8
17.
INSURANCE: ..................................................... I ...............................................................
9
18.
RECORDS:........................................................................................................................9
19.
MISCELLANEOUS PROVISIONS: ................................................................................
9
A. NONDISCRIMINATION/NONPREFERENTIAL.TREATMENT STATEMENT
..........................................................................................................................
9
w
n
B. UNAUTHORIZED ALIENS ....................................
C. GOVERNING LAW .................................................
D. ASSIGNMENT OR SUBSTITUTION .....................
E. ENTIRE CONTRACT ..............................................
F. AMENDMENTS......................................................
G. CONSTRUCTION AND INTERPRETATION.......
H. WAIVER....................................................I...............
I. SEVERABILITY......................................................
J. NOTICES..................................................................
K. AUTHORITY TO EXECUTE .........................................
rev 5/1/06
792119.3
MEN
4
......................................... 9
....................................... 10
....................................... 10
....................................... 10
.......................................10
....................................... 10
......................................... 9
.......................................11
....................................... 11
33