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HomeMy WebLinkAboutResolution No. 522RESOLUTION NO. 522 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING AN AGREEMENT BETWEEN THE AGENCY AND EDWARD HENNING AND ASSOCIATES WHEREAS, the Agency is actively pursuing the rehabilitation of downtown commercial structures and needs the services of an experienced and qualified advisor; and WHEREAS, the Agency has determined that Edward Henning and Associates is qualified and experienced to provide such services for the Agency; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AS FOLLOWS: SECTION 1. The Board of Directors of the Redevelopment Agency of the City of Azusa hereby approves that certain agreement entitled "Agreement Between the Redevelopment Agency of the City of Azusa and Edward Henning and Associates for Commercial Rehabilitation Advisory Services", dated November 7, 1988, and authorizes the Chairman to execute said Agreement on behalf of the Agency in substantially the form as attached hereto. SECTION 2. The Secretary shall certify the adoption of this Resolution. PASSED APPROVED AND ADOPTED this 7th day of November , 1988. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Board of Directors of the Redevelopment Agency of the City of Azusa, at a regular meeting thereof, held on the 7th day of Novemberi988, by the following vote of the Directors. AYES: BOARD MEMBERS: AVILA, STEMRICH, NARANJO, LATTA, MOSES NOES: BOARD MEMBERS: NONE ABSENT: BOARD MEMBERS: NONE Secretar 0 0 AGREEMENT FOR COMMERCIAL REHABILITATION ADVISORY SERVICES BETWEEN EDWARD HENNING AND ASSOCIATES AND THE CITY OF AZUSA REDEVELOPMENT AGENCY THIS AGREEMENT, is made and entered into the day of , 1988, by and between the City of Azusa Redevelopment Agency, a body corporate and politic in the State of California (hereinafter "Agency"), and Edward Henning and Associates (hereinafter "Advisor"). WITNESSETH: WHEREAS, Agency desires to conduct a downtown commercial rehabilitation project in the City, which activity requires a level of staff support presently unavailable to Agency; and WHEREAS, Advisor represents that he is qualified to perform the services under this contract. NOW THEREFORE, and in consideration of mutual covenants hereinafter contained, it is mutually agreed between the parties as follows: 1. Scope of Services. The services to be performed by Advisor include preparation of documents or advice on the items described in a letter offering advisory services dated November 1, 1988 and attached hereto. 2. Amendments to Scope of Services. Agency may request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of Advisor's compensation, shall be mutually agreed upon by and between Agency and Advisor and shall be incorporated in written amendments to this Agreement. 3. Advisor's Compensation and Method of Payment. Advisor's compensation shall be in an amount not to exceed $25,000 during the term of this Agreement. 4. Time of Performance. The Advisor agrees that he will diligently and responsibly pursue the performance of the services required of him by this Agreement for a period not to exceed one (1) year from the date of this agreement. Advisor and Agency hereby acknowledge that completion of certain tasks may be delayed by the action or inaction of other participants in the commercial rehabilitation project. Moreover, delays may be caused by Agency which are beyond the control of Advisor or Agency. Where delays beyond the control of Advisor occur, extensions to the project shall be granted by Agency. 1 • 5. Cooperation by Agency. All information, data, reports, and records as are existing, available and necessary for carrying out the work as outlined in the Scope of Services shall be furnished to Advisor in every way possible to facilitate, without undue delay, the work to be performed under this Agreement. 6. Designated Representatives. The following individuals are hereby designated as representatives of Agency and Advisor respectively to act as liaison between the parties: AA encu Advisor Mr. Julio Fuentes Edward Henning Executive Director Principal Azusa Redevelopment Agency Edward Henning and Associates Any changes in designated representatives shall be promptly reported to the other party in order to ensure proper coordination of the project. 7. Standards of Performance. Advisor shall comply with all applicable laws, ordinances and codes of the federal, state, and local governments while performing the services described herein in a good, skillful, and professional manner. 8. Ownership of Documents. All documents prepared under this Agreement shall become the property of Agency upon receipt by Agency's designated representative named in Section 6 of this Agreement. 9. Personnel and Assignment. Advisor represents that it has all personnel required to perform the services under this Agreement. Advisor's personnel shall not be employed by, nor have any direct contractual relationship with Agency. All services required hereunder shall be performed by Advisor, its employees or personnel under direct contract with Advisor. Advisor shall not assign the performance of this Agreement nor any part thereof without the prior written consent of Agency. 10. Legal Reviews. All reviews of documents prepared by Advisor to determine the legal sufficiency thereof are the responsibility of Agency Counsel. 11. Authority of Advisor. Advisor shall be an independent contractor and shall not incur or have the power to incur any debt, obligation or liability whatever against Agency. 12. Termination. Either party may terminate this Agreement upon fourteen (14) days written notice to the other. In the event of termination, Advisor shall be compensated for all services performed and expenses incurred to the date of notice of termination as described in a written report to Agency prepared E 0 0 by Advisor. Compensation shall be paid within thirty (30) days of termination. In no event shall the amount due exceed the amount in Section 3 of this Agreement. 13. Notice of Termination. Notice of termination by Agency to Advisor shall be deemed delivered if sent by certified mail, return receipt requested to Edward Henning and Associates, 6043 Friends Avenue, Whittier, California, 90601. Notice by Advisor to Agency shall be deemed delivered if sent by certified mail, return receipt requested to the Executive Director, Azusa Redevelopment Agency, 213 East Foothill Boulevard, Azusa, California, 91702. 14. Conflict of Interest. Advisor represents and agrees that Advisor has not employed any person to solicit or procure this Agreement, and has not made, and will not make, any payment or any agreement for the payment of any commission, percentage, brokerage, contingent fees, or other compensation in connection with the procurement of this Agreement. Advisor further represents and agrees that he has not now, and will not, acquire any interest, direct or indirect, present or prospective, in any of the property assisted by Agency, during the term of this Agreement. Advisor further represents that it has not employed, and will not employ in connection with work to be performed hereunder, any person having an interest, direct or indirect, in any of the property assisted by Agency during the term of this Agreement. 15. Indemnification. Neither party hereto shall be liable for any damages proximately resulting from the negligent or wrongful actions or omissions of the other parties, employees, agents or contractors performing under this agreement, and each party shall indemnify, defend and save harmless the other party from such damages or liability. 16. Insurance. Advisor shall, during the term of this Agreement: A. Procure and maintain applicable Workers' Compensation Insurance as required by the laws of the State of California. B. Procure and maintain general business liability insurance with a combined single limit of $1,000,000. Such insurance shall include product and completed operations coverage, and non -owned and hired automobile coverage. C. Furnish the Agency with certificates of insurance showing that such coverage is in full force and effect. 3 C 0 17. Entire Agreement. This Agreement shall constitute the entire Agreement between the parties. Any amendments to or clarification necessary to this Agreement shall be in writing and acknowledged by all parties to the agreement. Executed in duplicate the day and year first written above. Edward Henning and Associates By: Edward Henning Principal By: Chairman Azusa Redevelopment Agency 4 ATTEST: Secretfary