HomeMy WebLinkAbout25A - AGMT - CONSULTANT PROGRAM MANAGEMENTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
APRIL 15, 2014
TITLE:
CONSULTANT AGREEMENT WITH KEYSER
MARSTON ASSOCIATES FOR HOUSING
OPPORTUNITY ORDINANCE PROGRAM
ANALYSIS AND MANAGEMENT SERVICES
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
M.T.-JETOWEI"k
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 ®c Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute the attached consultant
agreement with Keyser Marston Associates to allow a one year contract, with two one year
renewal options, for a potential total of three years in an amount not to exceed $35,000 for
Housing Opportunity Ordinance program analysis and management services, subject to non -
substantive changes approved by the Executive Director and City Attorney.
DISCUSSION
In 2011, the City Council approved the Housing Opportunity Ordinance outlining the inclusionary
housing requirements for residential projects. To that end, Keyser Marston Associates provided
expertise and knowledge assisting in the creation of the ordinance. Keyser Marston Associates, a
firm having specialized skills and knowledge in the field of financial consultation and development,
has assisted in the financial evaluation of residential development projects. The funding and
scope are targeted specifically for the firm's financial consulting expertise associated with
procedures and financial analysis of residential developments subject to the Housing Opportunity
Ordinance. Staff is requesting City Council approval of the Keyser Marston Associates consulting
services due to the staff knowledge and expertise in the financial development field with respect to
development projects and activities.
Keyser Marston staff has the requisite specialized skills and expertise in the area of project/
program management and implementation, particularly with respect to the Housing Opportunity
Ordinance structure and requirements. It is recommended that Keyser Marston Associates
contract be approved to provide a means to supplement the Planning and Building Agency's efforts
to implement the requirements within new housing developments.
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Agreement with Keyser Marston Associates
April 15, 2014
Page 2
FISCAL IMPACT
Funds are available in the Planning and Building Agency account for contractual services (no.
01116510 - 62300).
Karen Haluza q
Interim Executive Director
Planning and Building Agency
SK: rb
Wreporls%eyserMarston HOO 9.10.14
Exhibit: 1. Agreement
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this _ day of 2014, by acid
between KEYSER MARSTON ASSOCIATES, INC., a California corporation ("Consultant'),
and the City of Santa Ana, a charter city and municipal corporation of the State of California
( "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge to provide on.
call consulting services to assist the City's Planning and Building Agency with the
implementation of the Housing Opportunity Ordinance.
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 of the mutual and respective promises, and subject to the
tenns and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall provide development project and Housing Opportunity Program
management consulting services on an on -call basis to the City. The scope of services and
budget is attached hereto as Exhibit A and is incorporated by this reference to this Agreement.
2. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work products that result from the services provided.
Said work product shall be submitted in hard copy and produced in a form compatible with the
City's computer system, as agreed between the Project Manager and Consultant. In regard to all
copyrightable material produced as a deliverable under this Agreement, including but not limited
to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer
programs, Consultant agrees, for itself and for its affected officers, employees, agents,
contractors, and volunteer workers, that (a) other such material may not be copyrighted without
prior review from the City, and (b) the authors of all such material, whether copyrighted or not,
award to the City, and to its officers, agents and employees acting within the scope of their
official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive,
irrevocable license throughout the world for governmental purposes to disclose, publish,
translate, reproduce, and use such materials.
L*IIlIMIS
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3. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the
cumulative rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $35,000.00 during the term of this Agreement. 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.
4. TERM
This Agreement shall commence on the date first written above and terminate one (1)
year from said commencement date, or upon the depletion of the maximum contract amount as
stated in Section 3 above, unless terminated earlier in accordance with provisions below. This
Agreement may be renewed for up to two (2) additional one (1) year terms, for a potential total
of three (3) years, upon a writing executed by both parties, including the City Manager and the
City Attorney for the City.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the 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 of this 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.
6. 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, employees, agents, volunteers
and representatives as additional insureds) 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
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of $1,000,000 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. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the 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 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.
c. Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim.
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 famished 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 canceled
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 affect
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.
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 due to
negligent acts, omissions or willful misconduct, from the direct or indirect operations of the
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, and to the extent of Consultant's, negligent
acts, omissions or willful misconduct in the performance of this Agreement.
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S. 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,
and father 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
infornation, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and /or agent of the 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 of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
9. 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 tinder
this Agreement.
10. 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 of Santa Ana
C/o Clerk of the Council
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702 -1988
telefacsimile (714) 647 -6956
With copy to: Executive Director of PBA
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 973 -1461
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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
To Consultant: Kathleen Head, Managing Principal
Keyser Marston Associates, Inc.
500 South Grand Avenue, Suite 1480
Los Angeles, CA 90071
telephone (213) 622 -8095
telefacsimile (213) 622 -5204
A party may change its address by giving notice in writing to the other party. Thereafter,
any 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.
11. 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
terns 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 proposal or other instrument that are inconsistent with,
or in addition to, the terns 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.
12. 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.
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13. 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;
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.
14. NON - 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.
15. 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 o£, in connection with or by reason of this Agreement.
16. 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
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
17, 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 of this
Agreement, and shall indemnify City fully, including reasonable costs and. attorney's
25A -8
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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Atto ( n
By: '
Ryan
FOR APPROVAL:
KAREN HALUZA
Interim Executive Director - PBA
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
KEYSER MARSTON ASSOCIATIONS,
INC.
KATHLEEN HEAD
Managing Principal
7
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EHIBIT A
SCOPE OF SERVICES
(Attached)
25A -10
> 1
KEYSER MAR,S"]TON ASSOCIATES.
ADVISOR$ IN PV0LIC /PILIVATE A; AL ES WrE Drvm,Opmr Ni,
March 20, 2014
AnVIRoAs IN[
Sergio Klotz
REALETTATH
Planning and Building Agency (M -20)
RRREVELORMENx
Principal Planner
A"onamnOIIRRJO
City of Santa Ana
ECONOWC DEVELOR.vENT
LOR ANG'RL"IR Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to
" JANIESA.RA"° provide on -call consulting services to the City of Santa Ana Planning and Building
lAnres A. RARe p 9 y 9 9
GnuoRYD.soo -loo Department (City). Specifically, KMA Is proposing to assist the City with the
INGSTROM
7uLm L, RO:Aiv WY implementation of the Housing Opportunities Ordinance (Ordinance).
SAN DIRCC The proposed scope of services would be provided by the KMA Los Angeles office. The
PAULG WARRA
contact person for this proposal, and the Principal -in- Charge of this engagement is:
Kathleen Head, Managing Principal
Keyser Marston Associates, Inc.
500 South Grand Avenue, Suite 1480
Los Angeles, California 90071
Telephone: 213,622.8095 / Fax: 213.622.5204
Email: kheadpkeysermarston.com
At this time, the City is requesting the following services:
Assistance in completing the Administrative Procedures Manuals for the
Ordinance; and
Assistance in the evaluation of projects that are submitted for the payment of the
in -lieu fee allowed by the Ordinance.
Recognizing the general nature of the City's request for services, KMA proposes that the
City execute a general services contract with a $25,000 cap. Then, as specific projects
are identified by the City, KMA proposes the following implementation process:
500 SOUTH GRAND AVENUE, SUITE 1480 : LOS ANGELES, CALIFORNIA 90071 Y FE10NE: 213 622 8095 r FAX: 213 622 5204
W W W.KEYSERMARSTON,COM
25A -11
1403011; KMA:KHH
99900.900
20 Civic Center Plaza, Ross Annex
SAN FRANCISCO
Planning and Building Agency (M -20)
JERRY KEYReR
A. JRRRY
TW07HY C. KRI.Y
Santa Ana, California 92702
KATe EARLE FUNK
DRRRIE M. KERN
11EM T. xAWAilARA
Dear Sergio:
DAVNDORZEVA
LOR ANG'RL"IR Keyser Marston Associates, Inc. (KMA) is pleased to submit the following proposal to
" JANIESA.RA"° provide on -call consulting services to the City of Santa Ana Planning and Building
lAnres A. RARe p 9 y 9 9
GnuoRYD.soo -loo Department (City). Specifically, KMA Is proposing to assist the City with the
INGSTROM
7uLm L, RO:Aiv WY implementation of the Housing Opportunities Ordinance (Ordinance).
SAN DIRCC The proposed scope of services would be provided by the KMA Los Angeles office. The
PAULG WARRA
contact person for this proposal, and the Principal -in- Charge of this engagement is:
Kathleen Head, Managing Principal
Keyser Marston Associates, Inc.
500 South Grand Avenue, Suite 1480
Los Angeles, California 90071
Telephone: 213,622.8095 / Fax: 213.622.5204
Email: kheadpkeysermarston.com
At this time, the City is requesting the following services:
Assistance in completing the Administrative Procedures Manuals for the
Ordinance; and
Assistance in the evaluation of projects that are submitted for the payment of the
in -lieu fee allowed by the Ordinance.
Recognizing the general nature of the City's request for services, KMA proposes that the
City execute a general services contract with a $25,000 cap. Then, as specific projects
are identified by the City, KMA proposes the following implementation process:
500 SOUTH GRAND AVENUE, SUITE 1480 : LOS ANGELES, CALIFORNIA 90071 Y FE10NE: 213 622 8095 r FAX: 213 622 5204
W W W.KEYSERMARSTON,COM
25A -11
1403011; KMA:KHH
99900.900
Sergio Klotz March 20, 2014
City of Santa Ana Page 2
1. The City staff will contact KMA with a description of the assignment.
2. KMA will provide a budget estimate for the City's approval.
3. Once KMA has received approval to commence work on the assignment, we will
undertake the work product In accordance with the agreed upon scope of work.
The KMA billing rate schedule that will be applied to the services provided under the
contract are as follows:
Managing Principals
$280.00
Senior Principals
$270.00
Senior Associates
$187.50
Administrative Staff
$80.00
KMA appreciates the opportunity to work with the City of Santa Ana. If you require any
additional Information, please do not hesitate to contact me.
Sincerely,
KEYSER MARSTON ASSOCIATES, INC.
Kathleen Head
25A -12
1403011; KMA:KHH
99900.000
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, Santa Ana, California 92701; 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 of the 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 of liability. 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 (3 0) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(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
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