HomeMy WebLinkAboutCSG ADVISORS 4-2006
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:_~;:-ii,\ :.:U'dN.'1 CONSULTANT AGREEMENT
UI,lf /'lUG 0 9 2006
0: Cuf'J c&-) THIS AGREEMENT, made and entered into this ~ day of February, 2006 by and
(T:'r"'/ &~-;L) between CSG Advisors, a California corporation, (hereinafter "Consultant"), and the City of
. ov-' Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
providing professional consulting services for housing programs.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C, In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field,
NOW THEREFORE, in consideration ofthe mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
At the request of the Executive Director of the Community Development Agency,
Consultant shall provide assistance on topics such as:
· Design employer assistance programs.
· Provide development assistance for first-time homebuyer programs, including down-
payment assistance, soft-second mortgage and financing,
· Help design revitalization and redevelopment strategies.
· Provide financial analysis for homeownership projects.
· Provide financial analysis on rental and live-work projects.
· Assist the Agency in designing and implementing strategies for rehabilitation of rental
and owner-occupied properties, including acquisition rehabilitation,
· Provide review and analysis of requests for financial assistance from tax allocation and
other local funds.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $ 40,000.00 during the term of this Agreement.
b, Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate upon
expenditure of all funds hereunder, unless terminated earlier in accordance with Section 12,
below. The term ofthis Agreement may be extended upon a writing executed by the Executive
Director of the Community Development Agency and the City Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee ofthe City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter ofthis Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes,
S. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance, Consultant shall maintain commercial
general liability insurance naming the City, its officers, agents, volunteers, and employees as
additional insured(s) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Consultant's operations in the performance of
this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of$I,OOO,OOO per
occurrence, Consultant shall supply City with a fully executed additional insured endorsement in
substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall
be approved in form by the City Attorney,
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence, Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance, In accordance with the provisions of Section 3300
ofthe Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
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performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations ofthe Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party asserting that personal
injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
property rights arises by reason of the terms of, or effects arising from this Agreement. City may
make all reasonable decisions with respect to its representation in any legal proceeding.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
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and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent ofthe other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession ofthe Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation oflaw; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P,O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Community Development Agency
City of Santa Ana
Housing Division
20 Civic Center Plaza (M-37)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6549
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
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To Consultant:
Gene Slater, Chairman
CSG Advisors, Inc.
1 Post Street
Suite 2130
San Francisco, CA 94104
Telefacsimile (415) 956-2875
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, communication shall be effective or deemed to have been
given three (3) days after it has been deposited in the United States mail, duly registered or
certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile,
communication shall be effective or deemed to have been given twenty-four (24) hours after the
time set forth on the transmission report issued by the transmitting facsimile machine, addressed
as set forth above. For purposes of calculating these time frames, weekends, federal, state,
County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein,
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
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a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
irnmediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms ofthis Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn,
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
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EXHIBIT A
eSG I advisors
Via Email Delivery
December 6, 2005
Mr. Terry Gilbreth
Housing Program Analyst
City of Santa Ana
20 Civic Center Plaza, M-37
Santa Ana, CA 92701
Dear Terry:
You have requested a new for schedule for our hourly contracts. These hourly fees would apply
to our work with the City of Santa Ana, the Community Redevelopment Agency and the Housing
Authority.
Housing consulting fee schedule through December 31, 2006:
Chairman $290
Principal $275
Vice President/Senior Associate $250
Associate $210
Analytical Associate $180
Hourly rates would increase 5% per year beginning January 1, 2006.
In addition to our hourly fees, we would be reimbursed for costs of transportation, meals, lodging,'
long-distance telephone, facsimile transmission, document production and reproduction, and
messenger delivery service.
.\
Contingent fee transactional financial advice would be priced separately on a per transaction
~~ .
Please contact me if you have any questions or require further information. Thank you.
Sincerely,
~6.~1
Robert G. Cornwell
Principal
SAN FRANCISCO lONE POST STREET SUITE 2130 SAN FRANCISCO, CA 94104 T 4159562454 F 415 956 2875
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and
year first above written,
ATTEST:
CITY OF SANTA ANA
~:,--(
PATRICIA E. HEALY
City Clerk
UAI2.
DAVID N. REAM
City Manager
APPROVED AS TO FORM:
CONSULTANT
JOSEPH W. FLETCHER
City Attorney
By: ~;d/-1L ~~
Lisa Storck
Assistant City Attorney
G NE SLATER
President
TAX ID: 58-2419370
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana,
California 92702; its officers, employees, agents, volunteers and representatives are named as
additional insureds ("additional insureds") with regard to liability and defense of suits arising
from the operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out ofthe operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits ofliability, The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included,
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana,
California 92702.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
8
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ACORQ,. CERT'F'CA TI:: OF L'AB'LlTY INSURANCE ~~~
THIll CERTIFICATE IS ISSUED All A MATTER OF INFORMATION
ONLY AND CONFI;RS NO R1G/lTS UPON lllE CERTIfICATE
HOLDER. 11118 CERTiFICATE DClI!8 NOT AMEND, EXTEND OR
ALTER E COVERAGE AFFORDED BY 11fE P!lUC19 BELOW.
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415 958 2875
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City of Sana AlIa, Hou.in. Authority of the
City of Santa Ana, Santa AlIa ~~ity
Redevelopment Agency
PO Box DIU
Santa Ana, CA 92702-1981
IHOULDAN'fDF~AaQYBD&i .~PClUCI,I!8_~,~nt,l;
IOO>tRAfION EMTE THEREDF. TJfE "'U1Na INaUR!!t WlU ENDeAVOR TO IlWL
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BUT ~TDIWL SUOH NOncE rwoae: NO'DllUGAT1OaIOR LIABI..nY
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ADDITIONAL INSURED ENDORSEMENT
Insurance Company
Jiarexord, ~'.i.re Insur.;mcp rhnipany
This endorsement mo<lifies such ins\.lrance as is aftorded by the provisions of Policy
# 2.a: Sll'A T..T8848 relating lnlbe following;
J. The C<lnun\.lnlty RedevelopmelltAgeney Oflh~ City ofSllnta Ana, 20
Civic Center Plaza, Santa Ana. California, 92701; ils offICers, employees. ageDtS and
volWlteers are named as additional insureds ("addirioMl ins"r~ds.) with resartlLO
liability and defense of ''';lS arising from the operations and lISC! performed by or on
behalf of the nwned insured,
2. With ""''PectIO claims as-isinl! OUt of lhoo operalioDS and 1ls.:5 performed by
or 00 behalf of1he named insured. such insuranc~ as is afforded by this policy is primazy
and is 110t additional to or cOnlribuling with any other insuranc" carried by or for the
bcndit of the additional insureds.
3. This insurance applies separately to cach il\S\lredllgaiB!l whom claim is
m~e or suit is brousht "xcept with respect to the company's limits of liability. The
inclusion of any pt!rson or orsanizalion as an inJ:ured shall nOlaffcct any riCht which such
person or organization would have :IS a claimant if 1I0t SO ineluded.
4. Witlt respeclto Ihe additional insureds, this insurance shall not be
caneelad, or materially red~ed in covl!fage or limits exct!pl after thiny (30) days WtiUen
notice has been givl!1\ 10 lhe Community Redevelopment Agency of the City of SanUl
Ana, 20 Civic Center Plaza, S>mta AIllI, CA 9270 I.
(Completion oflbe following, including countersignalure, is required to make this
endorsement d1cctivc.)
EITective November 29.. 2a(l5 , thiS endorsemenl fornl itS a plll1 of
Policy # 2/1 SBlI LI8848
Issued to CSG Mvisors Incozporated
NlUtIed
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Countersigned by
APprl()'V"
"'. tJD A," -r'
-vk;;" 0 F'ORM
--~~ 2/~
Laura St.tt S',
". . l..eed'
ASc,lS(a,:1t C:t Y
J Y Attor..ey