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HomeMy WebLinkAbout2003-09-23; City Council; 17325; Amend South Carlsbad Coastal Redevelopment Plan17,325 9-23-03 4B# MTG. DEPT. H/RED RECOMMENDED ACTION: TITLE: Appropriating funding for expenses related to required consultant services and authorizing staff to retain Rosenow Spevacek Group Inc. for consultant services to amend the South Carlsbad Coastal Project Area Redevelopment Plan. CITY ATTY. CITY MGR. a City Council Adopt Resolution No. 2003-254 authorizing $30,000 to be appropriated from the General Fund to provide a loan to the Carlsbad Redevelopment Agency for the purposes of retaining appropriate consultant services to amend the South Carlsbad Coastal Redevelopment Plan; and Housing and Redevelopment Commission Adopt Resolution No. 372 authorizing City ManagedExecutive Director to execute the appropriate documents to retain the services of Rosenow Spevacek Group, Inc. for the purposes of amending the South Carlsbad Coastal Redevelopment Plan, and to accept a loan of $30,000 from the City of Carlsbad to fund the subject professional service agreement. ITEM EXPLANATION: In July, 2000, the City of Carlsbad and Housing and Redevelopment Commission adopted the South Carlsbad Coastal Redevelopment Area (SCCRA) Plan. This Redevelopment Plan set forth a general framework for redevelopment programs to be implemented in the 555.5 acre South Carlsbad Coastal Redevelopment Project Area. A map of the area is attached as Exhibit 3 to this report. The project area is generally located along portions of Carlsbad Boulevard, Ponto Road, and Cannon Road, and includes the Cabrillo Power generating plant, San Diego Gas and Electric properties including right-of-way, other public right-of-way, and various industrial, service, and residential properties in the Ponto Drive area The primary redevelopment objectives outlined within the SCCRA Plan are to: 0 Facilitate interim improvements at the Cabrillo Power generating facility to reduce the plant's environmental and economic impacts on the community; and Accommodate the economically viable redevelopment of the Cabrillo plant to a physically smaller, more operationally efficient facility; and Provide funding for the potential realignment of Carlsbad Boulevard, yielding excess property that could facilitate public recreational facilities and improvements; and, Promote the redevelopment of underutilized properties in the Ponto Area. When the SCCRA Plan was adopted in July of 2000, the Salt Water Desalination Plant currently proposed to be located on the property owned by Cabrillo Power was not anticipated. Therefore, it was not mentioned specifically within the Redevelopment Plan as a potential project or program within the SCCRA. Because the proposed desalination plant will have a d significant impact on the goals and objectives established for the SCCRA, it is important now to amend the SCCRA Plan and include the desalination plant as a potential project to allow for its development at a future date if determined appropriate by the Carlsbad City Council and Housing and Redevelopment Commission. Therefore, staff is recommending that the City Council and Housing and Redevelopment Commission take the appropriate actions to amend the SCCRA Plan to include the proposed desalination plant as a potential project within the SCCRA Project Area. The desalination plant will be added as a potential project as shown in Exhibit C of the Redevelopment Plan. In addition, the Amendment shall reference the Precise Development Plan for the desalination plant which will include development standards for the plant as well as the larger Encina Power Generation Plant, which is already noted as a future redevelopment project. The Carlsbad Redevelopment Agency will be the permitting agency for any new projects in the South Carlsbad Coastal Redevelopment Area, and shall process all related development permits. The process for completing a major amendment to the SCCRA Plan is the same as that required to initially adopt the Plan. The process is anticipated to take approximately twelve (1 2) months to complete. Consultant Services To process the amendment to the SCCRA Plan, staff is requesting authorization from the City Council and Housing and Redevelopment Commission to retain the services of a redevelopment consultant, specifically Rosenow Spevacek Group Inc. (RSG). This consultant completed all of the initial redevelopment studies for the SCCRA and prepared the original SCCRA Redevelopment Plan. Because RSG has considerable knowledge of the SCCRA and more specifically the site upon which the desalination plant is proposed to be located, staff believes that it would be most appropriate to initiate a new contract with this consultant to save time and money in the processing of the proposed major amendment to the SCCRA Plan. RSG is familiar with the area to be studied, the City organization and is well known throughout the State of California for the company’s expertise in the area of redevelopment. Therefore, staff is requesting that RSG be considered a sole source for the subject contract and that the Council/Commission authorize the City ManagedExecutive Director to execute the attached contract for the requested consultant services in substantially the form presented as Exhibit 4 to this report subject to final approval by the City Attorney. The proposed consultant services will be provided by RSG for a not-to-exceed fee of $30,000. In addition, the City Council is being asked to authorize a loan of $30,000 (from the General Fund) to the Carlsbad Redevelopment Agency to fund the requested consultant services contract. The Carlsbad Redevelopment Agency will repay the loan through future tax increment according to the terms of the Cooperation Agreement between the City and Agency approved on August 7,2001. Requested Actions: Staff is recommending that the City Council approve the attached resolution which will appropriate the funding to retain consultant services to process the proposed amendment to the SCCRA Redevelopment Plan to add the salt water desalination plant as a potential project within the SCCRA. Staff is also recommending that the Housing and Redevelopment Commission adopt the attached resolution authorizing staff to retain the appropriate consultant 2 ~ services with RSG to amend the SCCRA Redevelopment Plan, and to accept a loan from the City to provide the funding necessary to cover the costs of the proposed consultant services contract. Environmental Review: The desired amendment to the SCCRA Plan is a major amendment which requires an Environmental Impact Report (EIR). The required environmental review shall be completed as part of the EIR for the proposed desalination plant project, or shall be conducted separately as an EIR specifically for the amendment. A separate environmental consultant will be selected to complete the appropriate environmental review for this redevelopment plan amendment project. FISCAL IMPACT: Approval of the attached City Council resolution will authorize the expenditure of a maximum of $30,000 for consultant services related to the processing of a major amendment to the SCCRA Redevelopment Plan. Staff has recommended that this funding be appropriated from the General Fund as a loan to the Carlsbad Redevelopment Agency. The loan will be repaid through future tax increment generated by the SCCRA, according to the terms set forth in the Cooperation Agreement between the City and Agency approved on August 7,2001. EXHIBITS: 1. City Council Resolution No. 2003-254 authorizing $30,000 to be appropriated from the General Fund to provide a loan to the Carlsbad Redevelopment Agency for the purposes of retaining appropriate consultant services to amend the SCCRA Redevelopment Plan. 2. Housing and Redevelopment Commission Resolution No. 372 authorizing the City Manager/Agency Executive Director to execute the appropriate documents to retain the consultant services of Rosenow Spevacek Group, Inc. to amend the SCCRA Redevelopment Plan, and to accept a loan of $30,000 from the City of Carlsbad to fund the subject professional services agreement. 3. Boundary Map for South Carlsbad Coastal Redevelopment Area. 4. Professional Redevelopment Consultant Services Agreement with Rosenow Spevacek Group. DEPARTMENT CONTACT: Debbie Fountain, (760) 434-2935, dfoun @ci.carlsbad.ca.us 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CITY COUNCIL RESOLUTION NO. 2003-254 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA APPROPRIATING FUNDING AND AUTHORIZING A LOAN OF SUBJECT FUNDING TO THE CARLSBAD REDEVELOPMENT AGENCY TO FUND THE CONSULTANT SERVICES OF ROSENOW SPEVACEK GROUP TO AMEND THE SOUTH CARLSBAD COASTAL REDEVELOPMENT AREA PLAN. WHEREAS, the City Council and Housing and Redevelopment Commission of the City of Carlsbad, California adopted the South Carlsbad Coastal Redevelopment Area Plan on July 16, 2000; and, WHEREAS, the City Council and Housing and Redevelopment Commission desire to amend the previously adopted South Carlsbad Coastal Redevelopment Area Plan to include one (1) or more additional potential projects or programs which will assist in the effort to eliminate blighting conditions and/or influences within the area, andlor assist in the revitalization effort for the area; and, WHEREAS , the Carlsbad Redevelopment Agency requires the services of a redevelopment consultant to assist with the processing of the major amendment to the South Carlsbad Coastal Redevelopment Plan to add additional projects, and requires a loan from the City in the amount of $30,000 to fund the necessary redevelopment consultant; and WHEREAS, the City of Carlsbad agrees to loan the Carlsbad Redevelopment Agency the necessary funding and hereby authorizes said funding in an amount not to exceed $30,000, for the costs associated with the redevelopment consultant to complete the amendment to the South Carlsbad Coastal Redevelopment Area Plan. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad as follows: 1. That the above recitations are true and correct. Ill1 /Ill Ill1 Ill1 1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CC Resolution No. 2003-254 2. That the City Council hereby authorizes the Finance Director to loan $30,000 from the General Fund to the Carlsbad Redevelopment Agency for the purposes of funding a professional services agreement with Rosenow Spevacek Group for consultant services to process a major amendment to the South Carlsbad Coastal Redevelopment Area Plan to add one (1) or more additional projects or programs to assist with implementation of redevelopment activities within the area. 3. That the $30,000 in funding for consultant services required to complete the Redevelopment Plan amendment and to prepare and process appropriate legal documents to adopt said amendment shall become a loan to the Carlsbad Redevelopment Agency for the South Carlsbad Coastal Redevelopment Project Area, which shall be repaid in full with interest from future tax increment, per the Cooperation Agreement approved by the City and Redevelopment Agency on August 7,2001. PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad held on the 7th day of October, 2003, by the following vote to wit: AYES: Council Members Lewis, Finnila and Packard NOES : None ABSTAIN: Council Member Hall ABSENT: Council Member Kulchin B VmAp” M. WOOD, City Clerk 2 c South Carlsbad Coastal Redevelopment Project AGREEMENT FOR PROFESSIONAL REDEVELOPMENT CONSULTANT SERVICES (Rosenow Spevacek Group) THIS AGREEMENT is made and entered into as of the day of , 2003, by and between the CITY OF CARLSBAD REDEVELOPMENT AGENCY, a body corporate and politic, and ROSENOW SPEVACEK GROUP, INC. , a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a redevelopment consultant that is experienced in providing the necessary services to amend and process those amendments to an existing redevelopment plan for the South Carlsbad Coastal Redevelopment Area. B. Contractor has the necessary experience in providing professional services and advice related to the amendment and processing of redevelopment plans. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. 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. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof in an amount not to exceed twenty thousand dollars ($20,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. City Attorney Approved Version #04.01.02 1 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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' compensation 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 indemnification 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 indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly 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. 2 City Attorney Approved Version #04.01.02 ib 8. OTHER CONTRACTORS 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 in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney'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 California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VI'. 10.1 Coveraaes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #04.01.02 i\ 10.1.3 Workers' Compensation and Emplover's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating 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 General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 Providinq 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 Coveraqe. 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. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 4 City Attorney Approved Version #04.01.02 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly 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. For City: For Contractor: Debbie Fountain Frank Spevace k Housing and Redevelopment Director Principal Housing and Redevelopment Dept. City of Carlsbad Carlsbad, Ca. 92008 P.O. Box 926 Julian, Ca. 92036 2965 Roosevelt Street, Suite B (760) 765-3070 (760) 434-281 1 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 City will evaluate Contractor‘s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, City Attorney Approved Version #04.01.02 5 r3 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 that the services 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 forwarded 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 outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions 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. 6 City Attorney Approved Version #04.01.02 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 of the 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 of the Agreement. Either party upon tendering thirty (30) days written notice to the other party 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 solicitor 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent 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 litigation. 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 sections 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 entitled 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 on any public the result of which -Contractor may be prevented to act as a Contractor work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #04.01.02 7 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action 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. 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 or 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 writing 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 *By: CITY OF CARLSBAD Redevelopment Agency, a body corporate and politic By: (sign here) Executive Director (print namehitle) ATTEST: **By: %( l& (sign here) Mfit-4 Lo c/J % LORRAINE M. WOOD (print namehitle) City Clerk City Attorney Approved Version #04.01.02 8 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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-president CFO or Assistant Treasurer 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 TO FORM: RONALD R. BALL, City Attorney By: Deputy City Attorney City Attorney Approved Version #04.01.02 9 b 17 EXHIBIT “A’ SCOPE OF SERVICES The attached proposal submitted by Rosenow Spevacek Group outlines the scope of services for this Agreement. City Attorney Approved Version #04.01.02 10 AGREEMENT FOR PROFESSIONAL REDEVELOPMENT CONSULTANT SERVICES (Rosenow Spevacek Group) THIS AGREEMENT is made and entered into as of the day of , 2003, by and between the CITY OF CARLSBAD REDEVELOPMENT AGENCY, a body corporate and politic, and ROSENOW SPEVACEK GROUP, INC., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a redevelopment consultant that is experienced in providing the necessary services to amend and process those amendments to an existing redevelopment plan for the South Carlsbad Coastal Redevelopment Area. B. Contractor has the necessary experience in providing professional services and advice related to the amendment and processing of redevelopment plans. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. 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. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof in an amount not to exceed twenty thousand dollars ($20,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 1 City Attorney Approved Version #04.01.02 IC1 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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' compensation 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 indemnification 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 indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly 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. 2 City Attorney Approved Version #04.01.02 20 8. OTHER CONTRACTORS 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 in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’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 California. The insurance carrier is required to have a current Best’s Key Rating of not less than “A-:VI’. 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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 Automobile Liabilitv (if the use of an automobile is involved for Contractor’s work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3 City Attorney Approved Version #04.01.02 c Li 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. 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 General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 Providinq 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 Coveraqe. 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. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #04.01.02 4 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly 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. For City: For Contractor: Debbie Fountain Frank Spevacek Housing and Redevelopment Director Principal Housing and Redevelopment Dept. City of Carlsbad Carlsbad, Ca. 92008 P.O. Box 926 Julian, Ca. 92036 2965 Roosevelt Street, Suite B (760) 765-3070 (760) 434-281 1 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 City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, City Attorney Approved Version #04.01.02 . ‘-7 ?”-- 5 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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 that the services 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 forwarded 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions 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. 6 City Attorney Approved Version #04.01.02 -: I ' ..-.. -. 6 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 of the 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 of the Agreement. Either party upon tendering thirty (30) days written notice to the other party 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 otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent 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 litigation. 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 sections 12650 et sea, 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 entitled 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 on any public the result of whichContractor may be work or improvement for a period of prevented to act as a Contractor up to five (5) years. Contractor 7 City Attorney Approved Version #04.01.02 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action 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 cou nt y . 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and -. Contractor and their respective &ccessors. Neither this Agreement or 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 writing 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 *By: (sign here) (print namehitle) **By: Lfh/$)- I- (sign here) /mmf pDscxkehi, 7k%b+g& (print namehitle) CITY OF CARLSBAD Redevelopment Agency, a body corporate and politic By: Executive Director ATTEST: LORRAINE M. WOOD City Clerk City Attorney Approved Version #04.01.02 3 (- 8 c- 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 Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(@ signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney City Attorney Approved Version #04.01.02 9 L-7 EXHIBIT “A” SCOPE OF SERVICES The attached proposal submitted by Rosenow Spevacek Group outlines the scope of services for this Agreement. City Attorney Approved Version #04.01.02 29 10 ROSENOW SPEVACEK GROUP 1NC TEL: 760 765-3070 P.O. BOX 926 FAX: 760 765-2973 JULlAN. CALlFORNlA EMAlL: 1NF0tDWEBRSG.COM 92036 WWW.WEBRSG.COM June 26,2003 REAL ESTATf ECONOMICS COVERNMfNT SERVICES ECONOMIC DfVELOF'MfNT REDf Vf LOPMENT PLANNING HOUSING REAL ESTATE ACOUISITION FINANCING JUN 27 2883 Ms. Debbie Fountain LJ i*i \,,-, -cw,4L GQUSING 8 REDEVE&)ptf;tiE;>> "IEF4RTME" Housing and Redevelopment Director City of Carlsbad Housing and Redevelopment Department 2965 Roosevelt Street, Suite B Carlsbad, California 92008 LETTER PROPOSAL FOR REDEVELOPMENT PLAN AMENDMENT SERVICES Dear Ms. Fountain: This letter transmits RSG's proposal to assist the City of Carlsbad with an amendment to the South Carlsbad Costal Redevelopment Project. Based upon our discussions and conversations with legal counsel, the City desires to amend the Redevelopment Plan to add a water desalination plant to Exhibit C. Legal counsel has opined that the Housing and Redevelopment Commission needs to process a major amendment that includes the preparation of an EIR. This letter proposal outlines the services and related costs RSG will provide to assist Commission staff with this endeavor. In addition to preparing the required documents and staff reports, RSG staff will also coordinate the redevelopment plan amendment process, and if required, the environmental process as it relates to the redevelopment plan amendment. Frank Spevacek will be designated as Project Manager, with assistance provided, as necessary, by Jim Simon. David Parsons, a San Diego County based Analyst, will work with Mr. Spevacek and Mr. Simon to collect and analyze required data, draft minor documents, and coordinate daily activities. RSG's not-to-exceed fee for this engagement would be $30,000, to be invoiced on a time-and-materials basis. Work Program RSG proposes to undertake all non-legal redevelopment activities including document preparation, staff report preparation and schedule coordination. Specific activities will include the following: Scopina Meetinq. The first step after authorization to proceed will be to convene a meeting with Commission staff, legal counsel, and the environmental consultant to discuss the scope of the amendment, tasks, responsibilities and schedule. Key City and other personnel will he identified for future reference. 0 Schedule. Based upon the input from the scoping meeting, RSG will then prepare a schedule of actions that blends the redevelopment amendment activities with the EIR preparation and review process. This document will serve as the master schedule RSG will use to coordinate the plan amendment and redevelopment environmental activities. The schedule will be updated as required throughout the amendment process. Ms. Debbie Fountain Housing and Redevelopment Director City of Carlsbad Housing and Redevelopment Department June 26,2003 Page 2 0 Notices. RSG will prepare the required redevelopment notices including the State of Preparation of a Redevelopment Plan Amendment, the Preliminary Report transmittal notice, the Notice of Public Hearing, community forum notices, and the notice required to transmit the ordinance that adopts the plan amendment. RSG will also transmit all taxing agency notices via certified mail, return receipt requested. The taxing agency mailing costs are included in the fixed fee cost. Not included are the time and cost associated with printing and transmitting community forum and public hearing notices to affected property owners. RSG will undertake this task and submit a separate fee proposal if desired by Commission staff. 0 Documents. The plan amendment will require a preliminary report, a report to the city council, and revisions to Exhibit C of the Redevelopment Plan. RSG will prepare all of these documents for review by staff and legal counsel. The preliminary report and report to council must document the blight that the added project will address, identify the costs associated with building the project, the means the Commission may employ to finance project development costs, and a discussion as to why the private sector acting alone cannot construct the project. The report to council must also document all discussions with affected taxing agencies, the planning commission, community and property owners. Both documents are integral to forming the public record that supports the plan amendment. Finally, RSG will prepare responses to written objections submitted during the adoption hearing. 0 Staff Reports. All staff reports required for Planning Commission, Commission and Council actions would be prepared by RSG in the format used for each agency. If adoption resolutions are required, RSG will also prepare these documents. The final amendment ordinance will be the legal counsel’s responsibility. Meetinas. The fixed fee cost proposal includes attendance at three Commission meetings, one Planning Commission meeting, the adoption public hearing and follow-up hearing, and four staff meetings. Additional meetings would be charged at the hourly rates listed below. RSG will perform the tasks outlined in the Work Program on a time-and-materials basis for a not-to- exceed fee of $30,000. This fee will be charged per the rates and conditions outlined below: PrincipaVDirector Senior Associate Associate Senior Analyst Analyst Research Assistant Word Processor/Graphic Artist Clerical Reim bursables $1 60 $1 30 $1 10 $ 90 $ 80 $ 70 $ 50 $ 40 cost Plus 10% F:\RSG\MARKET\Adoption-arnendrnentkarlsbadsomastalltr.doc Ms. Debbie Fountain Housing and Redevelopment Director City of Carlsbad Housing and Redevelopment Department June 26,2003 Page 3 It is RSG's policy to charge clients for mileage, parking, telephone/fax expense, postage and incidental copies. We do, however, charge for additional insured certificates, messenger services, overnight mail costs, and copies of reports, documents, notices, and support material in excess of five (5) copies. These costs are charged at actual expense plus a 10% surcharge. We are ready to start this engagement upon notice to proceed and look forward to continuing our relationship with the City of Carlsbad that started when RSG assisted staff with adopting the South Carlsbad Costal Redevelopment Project in 2000. In the interim, if you should have any questions or require additional information, please contact me at 760.765.3070, extension 2366. Sincerely, ROSENOW SPEVACEK GROUP, INC. -;7 Frank J. Spevacek Principal