HomeMy WebLinkAboutUrban Place Consulting Group Inc; 2015-03-12;AGREEMENT FOR BUSINESS IMPROVEMENT DISTRICT SERVICES
WITH URBAN PLACE CONSULTING GROUP, INC.
THIS AGREEMENT is made^and entered into as of the l^"^ day of
Alarg/x , 20/S, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Urban Place Consulfing Group, Inc., (hereinafter "Urban Place" or
"Contractor").
RECITALS
A. On March 14, 2012 Urban Place and City entered into a contract for Village
revitalization partnership services, which included developing programs, policies, financing
mechanisms and other inifiafives that spur local investment on a self-sustaining basis in the
downtown, commonly referred to as "Village" area within the City of Carisbad; and
B. On March 25, 2013 the contract was extended for an additional one year period,
expiring on March 13, 2014; and
C. On March 13, 2014 the contract was extended for an additional one month,
expiring on April 13, 2014; and
D. On April 11, 2014, the contract was extended for an additional eleven months,
expiring on March 13, 2015; and
E. Urban Place has initiated the process of forming a Business Improvement District
("BID") in Carisbad Village; and
F. The Parties agree that it is in the City's best interest to continue with the formation
ofthe BID in a separate contract; and
G. Urban Place agrees to continue its work towards the formation of the BID in
Carisbad Village and to do so under a separate contract; and
H. The March 12, 2012 agreement, as amended from fime to fime, will terminate on
March 13, 2015 unless amended.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
City Attorney Approved Version 2/17/12
3. TERM
The term of this Agreement will not exceed twelve (12) months from the date first above written
and may terminate early per Exhibit "A."
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the services and operating costs to be performed during this Agreement
term shall not exceed Seventy-Five Thousand Dollars ($75,000). No other compensafion for the
Services will be allowed.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "B".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensafion insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnificafion amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectiy
employed by the subcontractor, as Contractor is for the acts and omissions of persons directiy
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTFtACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys'
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectiy employed by any of them or anyone for whose acts any of them may be liable.
City Attomey Approved Version 2/17/12
The parties expressly agree that any payment, attomey's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of Califomia. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus
line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk
Manager or City Manager approves a lower amount. These minimum amounts of coverage will
not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1.000.000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Resen/ed.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stafing this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
City Attorney Approved Version 2/17/12
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. Citv reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS UCENSE
Contractor will obtain and maintain a City of Carisbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will 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.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
(Remainder of Page Intentionally Left Blank)
City Attorney Approved Version 2/17/12
For Citv For Contractor
Name Steve Sarkozy Name Steve Gibson
Title City Manager Title President/CEO
Department City Manager's Office Address 5318 E. Second Street, Suite 336
City of Carisbad Long Beach, CA 90803
Address 1200 Carisbad Village Drive Phone No. 562.439.6571
Carisbad, CA 92009 Email steve@urbanplaceconsulting.com
Phone No 760-434-2820
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be fonwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outiining the disputes will be fonwarded to the City Manager. The
City Manager will consider the facts and solufions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
City Attorney Approved Version 2/17/12
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services contemplated
by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon
notification of termination. Contractor has five (5) business days to deliver any documents owned
by City and all work in progress to City address contained in this Agreement. City will make a
determination of fact based upon the work product delivered to City and ofthe percentage of work
that Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment ofthe Agreement.
City, upon tendering thirty (30) days written notice to Contractor, may terminate this Agreement.
In this event and upon request of City, Contractor will assemble the work product and put it in
order for proper filing and closing and deliver it to City. Contractor will be paid for work performed
to the termination date; however, the total will not exceed the lump sum fee payable under this
Agreement. City will make the final determination as to the portions of tasks completed and the
compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or confingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigafion. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code secfions 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitied to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
23. JURISDICTIONS AND VENUE
Any acfion at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
City Attorney Approved Version 2/17/12
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a wrifing signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here)
(print name/title)
(sign here)
(print name/title)
as authorizod by tho City Manager
Steven R. Sarkozy
ATTEST:
BARBARA EN
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
(Remainder of Page Intentionally Left Blank)
City Attorney Approved Version 2/17/12
otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS 10 FORM
Celia Brevsf&pf-Q*tV Attorney
ssistant City Attorney
City Attorney Approved Version 2/17/12
EXHIBIT "A"
SCOPE OF SERVICES
Goal: The goal of this contract is to form a Business Improvement District in Carisbad Village.
Phase One: March 2015
• Meet with stakeholders (i.e.. Village business owners. Village property owners, Chamber
of Commerce). Create and provide information on BID formation to stakeholders and
City of Carisbad staff.
• Prepare all required BID formation documents including, without limitation. Petition to
Form BID ("Petition").
• Gather petition signatures, beginning on the effective date of this Agreement. This
Agreement shall terminate if Petition fails to reach fifty percent plus one dollar ($1.00) of
assessments by April 31, 2015.
• If Petition reaches fifty percent plus one dollar ($1.00) of assessments by April 31, 2015:
• Prepare engineer's report.
• Begin ballot drive.
Phase Two: March - May 2015
• Continue to meet with stakeholders regarding BID formation.
• Actively engage with property owners in assessment area in a ballot drive.
o Develop Ballot documents.
o Distribute Ballot.
o Calculate Ballot results.
• This Agreement shall terminate if returned ballots do not receive fifty percent or more
YES votes by May 31, 2015.
• Create database for submittal to County Tax Collector.
• Develop contract between City of Carisbad and BID to provide baseline and enhanced
services per the PBID Management Plan (attached hereto and incorporated herein as
Exhibit A-1) and to prepare and file any required reports.
• Attend scheduled City Council hearings regarding BID.
Phase Three: June - July 2015
• Work with City of Carisbad staff to prepare Ordinance for City Council establishing the
BID.
• Work with property owners to form oversight board for BID.
• Conduct property owner election to fill a portion of the seats for the oversight board.
• Establish 1^' year operating budget for BID and develop financial controls.
• After oversight board is formed, conduct executive staff search.
• Present and hire staff for BID.
• Conduct board and staff development training.
City Attorney Approved Version 2/17/12
EXHIBIT "B"
Business Improvement District
Professional Services Agreement
Compensation for Services
The fees for providing the services identified in Exhibit A, Scope of Work, shall be as
follows:
PROJECT BUDGET
Principal Project Managers
Hours Rate Hours Rate Total
$ 215 $ 150
BID Acceptance-Petition Drive
Data base refinement for campaign 6 $ 1,290 8 $ 1,200 $ 2,490
Campaign management/meetings 24 $ 5,160 32 $ 4,800 $ 9,960
Property Owner Outreach 42 $ 9,030 60 $ 9,000 $ 18,030
Total: Petition Drive 72 $ 15,480 100 $ 15,000 $ 30,480
Ballot & City Process
City Council Notice of Intention 8 $ 1,720 4 $ 600 $ 2,320
Oversee Engineer Report Development 8 $ 1,720 3 $ 450
"218 Ballot Process" Owner outreach 12 $ 2,580 38 $ 5,700 $ 8,280
Work with City on establishment Ordinance 8 $ 1,720 4 $ 600 $ 2,320
Ballot Tabulation 4 $ 860 12 $ 1,800
Public Hearing District Established 8 $ 1,720 8 $ 1,200 $ 2,920
5.3 Development of Contracts between District & City 5 $ 1,075 4 $ 600 $ 1,675
5.4 Data base preparation for Assessor 2 $ 430 12 $ 1,800 $ 2,230
Total Ballot & City Process 55 $11,825 85 $ 12,750 $ 24,575
District Start Up
District Board establishment, elections, etc. 8 $ 1,720 16 $ 2,400 $ 4,120
Establish operating budget and financial controls 8 $ 1,720 8 $ 1,200 $ 2,920
Facilitate Executive Search 8 $ 1,720 16 $ 2,400 $ 4,120
Conduct Board Development & Training 12 $ 2,580 8 $ 1,200 $ 3,780
Total District Start Up 36 $ 7,740 48 $ 7,200 $ 14,940
Total Project 163 $ 35,045 233 $ 34,950 $ 69,995
Total Consultant Labor $ 69,995
Petition Printing & Mailing $ 1,200
Office & Administrative Budget (1% of labor fees) $ 700
Total Project Budget $71,895
10
City Attorney Approved Version 2/17/12