AGREEMENT FOR CONSULTANT SERVICES

Transcription

1 AGREEMENT FOR CONSULTANT SERVICES This AGREEMENT ( Agreement ) by and between the CITY OF LOMPOC, a municipal corporation (hereinafter referred to as "CITY"), and KEYSER MARSTON ASSOCIATES, Inc., a California corporation (hereinafter referred to as "CONSULTANT") WITNESSETH: WHEREAS, CITY has a need for special services for financial review of the proposed California Space Center and business park (the Proposed Project ); WHEREAS, the Proposed Project is the subject of that certain Exclusive Negotiation Agreement between CITY and the California Space Authority ( CSA ); and WHEREAS, CONSULTANT is qualified to perform such special services for CITY. NOW, THEREFORE, the parties hereto do hereby mutually covenant and agree as follows: 1. Engagement. CITY hereby engages CONSULTANT and CONSULTANT hereby agrees to perform for CITY the services hereinafter set forth for the compensation hereinafter set forth, all pursuant to the terms and conditions herein. 2. Scope of Services. Pursuant to this Agreement, based upon standards consistent with that degree of skill and care ordinarily exercised by members of the same profession currently practicing under similar conditions and subject to review by CITY staff, CONSULTANT shall perform the following services: 1. Review and evaluate the accuracy and reasonableness of CSA S pro forma analysis for the Proposed Project, 2. Provide an evaluation of the Proposed Project s financial feasibility, 3. Assist the City in structuring the land disposition transaction for the Proposed Project, and 4. To the extent factors allow for credible projections, provide estimates as to increased revenues to outside uses created by the proposed development. At CITY S request, CONSULTANT will provide additional financial services if within the not-to-exceed amount set forth below or upon mutual agreement of the parties, pursuant to Section 5, below. All services shall be provided in a timely manner, but not Agreement for Consultant Services Page 1 of 5

2 more than twenty-one (21) business days after CONSULTANT is provided CSA S pro forma or CITY S request for additional services. 3. Compensation. CITY shall pay to CONSULTANT compensation for satisfactory completion of services for which invoices are submitted. Consultant shall provide billing to CITY identifying a completed task, the hourly rate and person who performed the work on each invoice. The total cost of completing all the work under this Agreement shall not exceed Eleven Thousand Five Hundred Dollars ($11,500.00). Payment shall be made based on the hourly rates described in Exhibit A. Payment shall be made within thirty (30) days after CITY s Treasurer approves the bill. 4. Termination of Contract for Cause. CITY may terminate this Agreement at any time, upon ten-days (10-days) written notice to CONSULTANT. CONSULTANT shall be paid for all work satisfactorily completed prior to the effective date of such termination. 5. Changes in Scope of Work. The parties hereto may modify the terms of this Agreement by mutual written consent. 6. Nondiscrimination. There shall be no discrimination against any person employed pursuant to this Agreement in any manner forbidden by law. 7. Conflicts of Interest. No officer, employee, director or agent of CITY shall participate in any decision relating to this Agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is directly or indirectly interested; nor shall any such person have any interest, direct or indirect, in this Agreement or the provisions thereof. 8. Independent Contractor. It is expressly understood between the parties of this Agreement, no employee/employer relationship is intended; the relationship of CONSULTANT to CITY being that of an independent contractor. 9. Insurance. CONSULTANT shall, at CONSULTANT's sole cost and expense and throughout the term of this Agreement and any extensions thereof, carry adequate insurance for General Commercial Liability and Errors and Omissions each in the amount of not less than One Million Dollars ($1,000,000). CONSULTANT shall also, at CONSULTANT's sole cost and expense and throughout the term of this Agreement and any extensions thereof, carry automobile liability insurance with liability limits of not less than Three Hundred Thousand Dollars ($300,000) for the injury or death of a person or persons and property damage in any one accident. CITY and each of its elective officials, officers and employees shall be named as an additional insured on the general liability and automobile liability policies. Each type of insurance mentioned herein shall be written by a financially responsible company or companies authorized to do business in the State of California. CONSULTANT shall provide CITY with certificates of insurance on forms Agreement for Consultant Services Page 2 of 5

3 acceptable to CITY of all policies written and each shall contain an endorsement that they are not subject to cancellation without thirty (30) days written notice being given to CITY by the insurance company or companies writing such insurance. 10. Hold Harmless. CONSULTANT shall indemnify, defend and hold harmless CITY, its officers and employees, from all costs, expenses, losses and liabilities and judgments arising out of or caused by the negligence, recklessness or willful misconduct of CONSULTANT, its officers, agents, or employees, in the performance of this Agreement. 11. Attorney Fees and Venue. In the event any action is taken to enforce, or construe the terms of this Agreement, then the prevailing party herein shall be entitled to recover reasonable attorneys' fees and costs. Any lawsuit brought by either party to enforce the terms and conditions of this Agreement shall be brought in the Superior Court of the County of Santa Barbara, California. 12. Inspections. CITY reserves the right to inspect the work being done by CONSULTANT at any time. 13. Time is of the Essence. It is understood and agreed that time is of the essence of this Agreement. 14. Business Tax Certificate. CONSULTANT shall maintain a valid Business Tax Certificate with CITY during the term of the contract. 15. Ownership of Documents. All reports and documents prepared by CONSULTANT under this Agreement are the property of CITY and shall be turned over to CITY upon completion of the Contract. CONSULTANT shall not release any data, information, and/or materials resulting from the project without prior written consent from CITY. 16. Nonexclusivity. It is understood and agreed CONSULTANT will be engaged in the practice of providing consulting services and may continue such practice during the period of this Agreement; provided, that no such services may be provided regarding any property or project within CITY S jurisdictional boundaries during the term of this Agreement, except through an agreement with CITY or the Lompoc Redevelopment Agency. 17. Section Headings. The section headings appearing herein shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of this Agreement. Agreement for Consultant Services Page 3 of 5

4 18. Inconsistency. In the event any provision of this Agreement and the documents incorporated herein by reference in Paragraphs 2 and 3 are deemed to be in conflict, the provision in this Agreement shall prevail. 19. Interpretation. The terms and conditions of this Agreement shall be construed pursuant to their plain and ordinary meaning and shall not be interpreted against the maker by virtue of that party having drafted the Contract. 20. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that the CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done by it under this Agreement, and that CITY, not being skilled in such matters, relies upon the skill of the CONSULTANT to do and perform its work in the most skillful manner in accordance with generally-accepted professional practice and the CONSULTANT agrees to thus perform its work, and the acceptance of its work by CITY shall not operate as a release of the CONSULTANT from said Contract. 21. Notices. Any notices required pursuant to this Agreement shall be served at the following addresses: CITY CONSULTANT City of Lompoc Lucille Breese Kathe Head, Managing Principal 100 Civic Center Plaza Keyser Marston Associates, Inc. P.O. Box S. Grand Avenue, Suite 1480 Lompoc, CA Los Angeles, CA FAX: FAX: Understanding of the Parties. This Agreement represents the complete understanding between the parties with respect to the matters set forth herein. No amendment or modification of the Contract shall be valid unless evidenced in writing and executed by the parties thereto. 23. Effective Date. The effective date of this Agreement is May 17, Agreement for Consultant Services Page 4 of 5

5 IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement on the day and year first hereinabove set forth. CITY OF LOMPOC, a municipal corporation KEYSER MARSTON ASSOCIATES, INC., a California corporation: By: Laurel M. Barcelona, City Administrator By: Kathleen H. Head, Managing Principal By: Its APPROVED AS TO FORM: Joseph Pannone City Attorney Agreement for Consultant Services Page 5 of 5

6 EXHIBIT A Hourly Rates 1 Managing Principals $ Senior Principals $ Principals $ Managers $ Senior Associates $ Associates $ Senior Analysts $ Analysts $ Technical Staff $95.00 Administrative Staff $ The billing rates will be increased by 50% for time spent in court testimony. Agreement for Consultant Services Page 1 of 1