HomeMy WebLinkAboutE- 7 Agreement Kosmont & Associates CITY OF AZUSA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this _____ day of March, 2003, by and between the
City of Azusa Redevelopment Agency, a municipal organization organized under the laws of the
State of California with its principal place of business at 213 East Foothill Boulevard, Azusa,
California 91702-1295 (“City”) and Kosmont & Associates, Inc. doing business as Kosmont
Partners, with its principal place of business at 601 South Figueroa Street, Los Angeles, California
90017 (“Consultant”). City 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 City on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing Real Estate, Economic Advisory, and
Redevelopment Project Management services, is licensed in the State of California, and is familiar
with the plans and projects of the Agency/City.
2.2 Project.
City desires to engage Consultant to render such services for the Azusa projects
(“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
City all labor, materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately supply the professional consulting services necessary for the Project
(“Services”). The Services are more particularly described in Exhibit “A” attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in accordance with,
this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from March 5, 2003 to
September 5, 2003, unless earlier terminated, or extended by written amendment.
Consultant shall complete the Services within the term of this Agreement, and shall
meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services
shall be performed by Consultant or under its supervision. Consultant will determine the means,
methods and details of performing the Services subject to the requirements of this Agreement. City
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 City 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, City shall respond to
Consultant’s submittals in a timely manner. Upon request of City, 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 City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City 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 City. In the event that City and Consultant cannot agree as to
the substitution of key personnel, City 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 City, or who are determined by the City 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 City. The key personnel
for performance of this Agreement are as follows: Ross Selvidge, Ph.D., and Henry Madrid, Partner.
3.2.5 City’s Representative. The City hereby designates Rick Cole, Redevelopment
Executive Director, and/or Jose Amador, Assistant Director of Economic Development/
Redevelopment, or his or her designee, to act as its representative for the performance of this
Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of
the City for all purposes under this Contract. Consultant shall not accept direction or orders from
any person other than the City’s Representative or his or her designee.
3.2.6 Consultant’s Representative. Consultant hereby designates Henry Madrid,
Partner, 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 City staff in
the performance of Services and shall be available to City’s staff, consultants and other staff at all
reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who
is determined by the City 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 City, shall be promptly removed from
the Project by the Consultant and shall not be re-employed to perform any of the Services or to work
on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner affecting the
performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all
notices required by law. Consultant shall be liable for all violations of such laws and regulations in
connection with Services. If the Consultant performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to the City, Consultant shall be solely
responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its
officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure
to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work
under this Agreement until it has provided evidence satisfactory to the City 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 City 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 City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed
to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insured with respect to the Work or operations performed by or on behalf of
the Consultant, including materials, parts or equipment furnished in connection with such work; and
(2) the insurance coverage shall be primary insurance as respects the City, 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 City, 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, 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 City, 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 City, 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 City, 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 City; 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 City, 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 City, 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 City. Consultant shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, 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 City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement on
forms satisfactory to the City. 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 City if requested. All certificates and endorsements must be received and approved
by the City before work commences. The City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise
all necessary precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable shall include,
but shall not be limited to: (A) adequate life protection and life saving equipment and procedures;
(B) instructions in accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, for all Services rendered under this Agreement under the manner expressed in
Exhibit “C” attached hereto and incorporated by reference, and at the rates set forth in Exhibit “D”
attached hereto and incorporated herein by reference. The professional service fees will be on a
Time and Materials basis, and, in addition to the professional service fees, City agrees to reimburse
all out-of-pocket expenses such as travel and mileage, professional printing, conference calls, and
delivery charges for messenger and overnight packages at actual costs. Finally, in lieu of tracking and
charging direct expenses for in-house copy, fax, telephone and postage costs, an administrative
surcharge will be computed at four percent (4.0%) of monthly Consultant professional service fees
incurred. All compensation under this agreement will not exceed $75,000.00.
Any unpaid invoices after 45 days shall accrue interest at the rate of 10% per annum.
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 City a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through the
date of the statement. City shall, within 45 days of receiving such statement, review the statement
and pay all approved charges thereon.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request
that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is
determined by City 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 City’s
Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall
be clearly identifiable. Consultant shall allow a representative of City 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. City 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 City, 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, City may require Consultant to provide all finished or unfinished Documents and Data and
other information of any kind prepared by Consultant in connection with the performance of Services
under this Agreement. Consultant shall be required to provide such document and other information
within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City 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:
Kosmont Partners
601 South Figueroa Street
Los Angeles, CA 90017
Attn: Larry J. Kosmont, CRE
City:
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Attn: Jose Amador, Assistant Director of Economic
Development/Redevelopment
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors
to agree in writing that City is granted a non-exclusive and perpetual license for any Documents &
Data the subcontractor prepares under this Agreement. Consultant represents and warrants that
Consultant has the legal right to license any and all Documents & Data. Consultant makes no such
representation and warranty in regard to Documents & Data which were prepared by design
professionals other than Consultant or provided to Consultant by the City. City 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 City’s sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written information,
and other Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of City, 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 City’s name or insignia, photographs
of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper,
newspaper, television or radio production or other similar medium without the prior written consent
of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
and shall take any additional acts or sign any additional documents as may be necessary, appropriate
or convenient to attain the purposes of this Agreement.
3.5.5 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 reason-
able attorney’s fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, 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
acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential damages
and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against City, its directors, officials, officers, employees, agents
or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
action or other legal proceeding. Consultant shall reimburse City 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, 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 City’s Right to Employ Other Consultants. City 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 City. 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 City include its
elected officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege,
or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty, City shall have the right to rescind this Agreement without liability. For the term of this
Agreement, no member, officer or employee of City, during the term of his or her service with City,
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 City’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.
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
City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated
in this Agreement.
SIGNATURES ON THE FOLLOWING PAGE
CITY OF AZUSA KOSMONT PARTNERS
By: By: ______________________________
Rick Cole Larry J. Kosmont, CRE
City Manager President and CEO
Attest:
______________________________
City Clerk
Approved as to Form:
______________________________
Best Best & Krieger LLP
City Attorney
A-1
EXHIBIT “A”
SCOPE OF SERVICES
The Consultant will provide project management services for the following primary projects as
detailed below:
Task 1: Talley Building Project-619/621 N. Azusa Avenue
1. Initial orientation meeting and materials review;
2. Review restoration construction costs;
3. Review Pro Forma and determine subsidy amount required for the project.
4. Assist with DDA structuring and preparation in conjunction with the City Attorney and
City’s Representative.
5. Prepare and provide revised 33433 reuse report as necessary.
Task 2: Dr. Reyes Dental Office-613/615 N. Azusa Avenue
1. Initial orientation meeting and materials review;
2. Review new scope of development and added costs;
3. Review and prepare new Pro Forma to include housing;
4. Assist novice developer/business owner.
5. Assist with DDA structuring and preparation in conjunction with the City Attorney and
City’s Representative;
6. Identify possible affordable Housing and funding, if any;
7. Prepare and provide 33434 reuse report.
Task 3: Block 36
1. Initial orientation meeting and materials review;
2. Redefine new scope of development to include project phasing;
3. Define new and more detailed costs;
4. Review and prepare new Pro Forma and determine level of subsidy;
5. Prepare and provide 33434 reuse report;
6. Review possible hold-out acquisition, costs and strategies associated with same;
7. Address issue of adequate utility capacity for the project, including developer utility need
vs. City’s existing and necessary utility capacity;
8. Assist City in identifying financial resources to fill in subsidy gap;
9. Assist with DDA structuring and preparation in conjunction with the City Attorney and
City’s Representative.
Task 4: Foothill Center Development
1. Initial orientation meeting and materials review;
2. Review project scope, public benefit, and justify subsidy;
3. Review and prepare Pro Forma;
4. Ascertain City’s full project costs for off-site improvements;
5. Assist with negotiations and structuring the deal package.
C:\Users\sbautista\Desktop\Agenda Items\Mar\E- 7 Agreement Kosmont & Associates.doc B-1
EXHIBIT “B”
SCHEDULE OF SERVICES
Consultant understands that time is of the essence and is prepared immediately to begin work on this
assignment upon receipt of written authorization of this proposal agreement. City already has
provided Consultant with certain information about the developer’s proposed redevelopment of the
Property. Upon authorization to proceed, Consultant will prepare an information request describing
any additional information required to complete the assignment.
At this point in time, because the timing of receipt and nature of the information that will be
provided is not known, it is not possible to establish a definite date by which the assignment will be
completed. Consultant is aware that City desires to have the Scope of Services completed no later
than September 5, 2003 (“Target Completion Date”). Consultant will endeavor to complete the
Scope of Services by on or before the Target Completion Date. However, given the long history of
external factors and unexpected eventualities that have delayed the Project in the past, Consultant
cannot and does not guarantee completion of the Scope of Services by the Target Completion Date.
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EXHIBIT “C”
COMPENSATION
Consultant has developed the following estimated not-to-exceed budget for Tasks 1 through 4, which
involve a variety of tasks, including multiple meetings with the Clients, developers, and City’s
Representatives. It is impossible to estimate the time and cost of this task at this time. Therefore
Consultant will conduct this task on a time and materials basis.
Task 1: Talley Building $17,000
Task 2: Dr. Reyes Dental Office 17,000
Task 3: Block 36 30,000
Task 4: Foothill Center Development 11,000
Total (not-to-exceed amount) $75,000
Time & Materials services shall be invoiced monthly on a time and materials basis at Consultant’s
discounted billing rates, as shown on Attachment A. In addition to the professional fees, Client
agrees to reimburse all out-of-pocket expenses such as travel and mileage, professional printing,
conference calls, and delivery charges for messenger and overnight packages at actual costs. An
administrative surcharge for in-house copy, fax, telephone and postage costs will be computed at
four percent (4.0%) of monthly Consultant professional service fees incurred. Any unpaid invoices
after 45 days shall accrue interest at the rate of 10% per annum.
Consultant is prepared to commence work on the Scope of Services immediately upon receipt of
written authorization.
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EXHIBIT “D”
CONSULTANT’S 2003 PUBLIC AGENCY FEE SCHEDULE
Professional Services:
President & CEO $215.00/hour
Discounted Communications Rate $194.00/hour
Executive Vice President/COO $215.00/hour
Discounted Communications Rate $194.00/hour
Partner $190.00/hour
Discounted Communications Rate $171.00/hour
Senior Vice President $190.00/hour
Discounted Communications Rate $171.00/hour
Senior Manager $155.00/hour
Vice President/Associate $125.00/hour
Project Analyst $ 90.00/hour
GIS Mapping/Research $ 85.00/hour
Graphics Services $ 75.00/hour
Clerical Support $ 55.00/hour
Reimbursables at cost.
Discounted Communications Rate:
These rates apply to miscellaneous memos, phone calls, and meetings required to keep City staff
informed of project progress.
Subcontractors’ Services:
Subcontractors’ fees if applicable will be reimbursed at cost plus 10% handling.
Charges for Court/Deposition/Expert Witness-related appearances:
Court-related activities (court appearances, depositions, and expert witness activities) if
applicable, will be charged at a court rate of 2.0 times Kosmont Partners’ scheduled rates, with a
4-hour minimum.
______________________________________________________________
These rates shall remain in effect until December 31, 2003.
KP - Pub2001
Revised by RJJ 2/25/03