HomeMy WebLinkAbout2012-05-08; City Council; 20890; Appropriation of Funding for Service Agreement with Urban Place Consulting GroupCITY OF CARLSBAD
AGENDA BILL
APPROPRIATION OF FUNDING FOR
PROFESSIONAL SERVICES
AGREEMENT WITH URBAN PLACE
CONSULTING GROUP
DEPT. DIRECTOR
CITY ATTORNEY
CITY MANAGER
RECOMMENDED ACTION:
Adopt City Council Resolution No.2012-1Q4to APPROVE a change in funding appropriation for
the previously approved professional services agreement with Urban Place Consulting Group to
implennent the Village Revitalization Partnership Program, and authorizing the Finance Director
to disburse said funds to Urban Place as directed by the City Manager.
ITEM EXPLANATION:
At its meeting on February 28, 2012, the City Council, acting as the Successor Agency for the
Carlsbad Redevelopment Agency, approved the contract with Urban Place Consulting Group
(Urban Place) as the partner to work with local property owners, businesses and/or other
stakeholders in the Village Area to develop programs, policies, financing mechanisms and/or
other initiatives to spur local investment and foot traffic on a self-sustaining basis for the Village
Area, and appropriated tax increment to fund said project based on previous approvals by the
Carlsbad Redevelopment Agency. Staff has determined that the project is no longer eligible for
tax increment funding and a new source of funding must be appropriated for this project by the
City Council.
The monthly administrative expenses for Urban Place are estimated at $16,000, for an annual
cost of $192,000 per year. In addition to monthly consultant expenses, there will be costs to
implement programs/projects, which are estimated at $50,000 per year. The approved
professional services agreement includes a maximum, do not exceed, annual budget for said
services of $242,000, or a total of $726,000 for three (3) years. The initial agreement is for one
year only, but may be extended for two additional one year periods based on an annual
performance review of progress. Each year a determination will be made as to whether or not to
continue the contract or terminate it.
The costs for the Village Revitalization Partnership contract were initially anticipated in the
approved Enforceable Obligations Payment Schedule forthe Carlsbad Redevelopment Agency,
and staff understood that the project could be completed with tax increment funding. However,
DEPARTMENT CONTACT: John Coates 760-434-2821 john.coates(gcarlsbadca.gov
FOR CITY CLERKS USE ONLY.
COUNCIL ACTION: APPROVED
DENIED
CONTINUED
WITHDRAWN
AMENDED
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CONTINUED TO DATE SPECIFIC •
CONTINUED TO DATE UNKNOWN •
RETURNED TO STAFF •
OTHER-SEE MINUTES •
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upon further review and discussions with staff from the State of California's Department of
Finance and the San Diego County's Auditor-Controller Office, staff has determined that this
agreement will not be an eligible expense under the tax increment expenditure program as a
result of dissolution of the Carlsbad Redevelopment Agency as of February 1, 2012. Staff
indicated previously that it would return to the City Council at a later date if it was subsequently
determined that the tax increment funding would not be available for said project. As a result of
the project ineligibility determination for tax increment funding, an alternate/replacement funding
source now needs to be approved by the City Council.
FISCAL IMPACT:
As noted above, the approved professional services agreement with Urban Place includes
maximum annual compensation of $242,000. The agreement has a term of one year which
was initiated on April 1, 2012 and will continue until March 31, 2013. The agreement allows for
two additional one-year extensions at $242,000 per year, for a not to exceed amount of
$726,000 for the entire three years. A decision will be made following an annual performance
review of progress as to whether or not the city will renew the agreement for an additional one
year period. To ensure appropriate funding for the first year of this agreement, staff is
recommending at this time that the City Council approve an appropriation in fiscal year 2011-12
of $242,000 from the city's General Fund balance. This appropriation will provide funding for the
general staffing and other administrative costs of Urban Place (approximately $16,000 per
month) and allow for the $50,000 in program funding. Fiscal year 2012-13 funding will be
appropriated with the annual city budget.
ENVIRONMENTAL IMPACT:
The noted action is not a "project" within the meaning ofthe California Environmental Quality
Act (CEQA) since there is no potential to cause either direct physical change in the environment
or a reasonably foreseeable indirect change in the physical environment under Public
Resources section 21065.
EXHIBITS
1. City Council Resolution No. 2012-104 appropriating non-tax increment funding for payments
associated with the professional services agreement with Urban Place Consulting Group,
and authorizing the Finance Director to disburse said funds as approved by the City
Manager.
2. Professional Services Agreement with Urban Place Consulting Group, including detailed
Scope of Work.
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RESOLUTION NO. 901 ?-104
A RESOLUTION OF THE CITY COUNCIL APPROPRIATING ALTERNATE
FUNDING FOR THE CITY OF CARLSBAD'AGREEMENT WITH URBAN PLACE
CONSULTING FOR THE VILLAGE REVITALIZATION PARTNERSHIP PROGRAM
WHEREAS, the City Council ofthe City of Carlsbad, acting as the Successor Agency for
the Carlsbad Redevelopment Agency, originally desired to proceed with innplementation ofthe
Village Revitalization Partnership and approve a professional services agreement with Urban
Place Consulting Group to complete said project; and
WHEREAS, funding for said project was initially recorded in the Carlsbad Redevelopment
Agency's Enforceable Obligations Payment Schedule prior to dissolution of said Agency and
therefore tax increment funding was originally determined to be available, and approved by the
Successor Agency, to fund said contract; and
WHEREAS, a subsequent determination has been made that the subject agreement is
no longer eligible for tax increment funding through the Successor Agency for the Carlsbad
Redevelopment Agency, and an alternate form of funding must approved by the City Council of
the City of Carlsbad.
NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of
Carlsbad, California, as follows that:
1. The above recitations are true and correct.
2 That the professional services agreement with Urban Place Consulting Group for
implementation of the Village Revitalization Partnership Program has been previously
approved by the City Council.
3. That the City Manager has executed the professional services agreement with Urban
Place Consulting Group for said Village Revitalization Partnership Program, and is
hereby authorized to administer said agreement.
4. That the Finance Director is hereby authorized to appropriate funding of $242,000
from the city's General Fund balance in fiscal year 2011-12 and to disburse said
funds to Urban Place Consulting Group as set forth within the professional services
agreement and as authorized by the City Manager for the period from April 1, 2012 to
March 31, 2013.
//
1 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council
2 of the City of Carlsbad on the 8^^^ day of May, 2012, by the following vote to wit:
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4 AYES: Council Members Kulchin, Blackburn and Douglas.
5 NOES: None.
6 ABSENT: Council Member Hall.
7 ABSTAIN: Council Member Packard.
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11 A'NN KULCHIN, MayoFPro Tem
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13 ATTEST:
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16 LORRAINE M. WOOD, City Clerk TORRAINE M. WOOD, City Clerk
17 (SEAL)
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AGREEMENT FOR VILLAGE REVITALIZATION PARTNERSHIP SERVICES
WITH URBAN PLACE CONSULTING GROUP, INC.
THIS AGREEMENT is made and entered into as of the /V^^ day of
/H^^^t^ . 20/2^, by and between the Successor Agency to the Carlsbad
Redevelopirient Agency, a municipal corporation, ("City"), and Urban Place Consulting Group.
ina, ("Contractor"). '
RECITALS
A. City requires the professional services of a management consultant that is
experienced in developing programs, policies, financing mechanisms and other initiatives that
spur local investment on a self-sustaining basis in downtown areas.
B. Contractor has the necessary experience in providing professional sen/ices in
these areas.
C. 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 one year from the date first above
written. The City Manager may amend the Agreement to extend it for two additional one year
periods or parts thereof in an amount not to exceed two hundred forty-two thousand dollars
($242,000) 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.
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 Sen/ices to be performed during the initial Agreement term will be
two hundred forty-two thousand dollars ($242,000). No other compensation for the Sen/ices will
be allowed except for items covered by subsequent amendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "B".
6. STATUS OF CONTRACTOR
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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 Sen/ices 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.
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 attomeys
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
indirectly employed by any of them or anyone for whose acts any of them may be liable.
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 woricers'
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 temiination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and ali
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with perfonnance 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 cun-ent Best's Key Rating of not less than "A-:Vir. 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".
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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 canried 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. Sl OOO OOO combined single-limit
per occun-ence 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 Reserved.
"10-1 -3 Woricers' Compensation and Emolover's Liabilitv. Woricers' Compensation
limits as required by the California Labor Code. Woricers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
'^0.^.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 follpwing the date of completion of the work.
r~1 If box is checked, Professional Liability
City's Initials Contractor's Initials Insurance requirement is waived
0-2. 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 occun-ence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the Ilfe 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
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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.
^0-5 Submission of Insurance Policies. City reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
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
woric, 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 woric 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.
EQLQM For Contractor
Name Name Steve Gibson
Title Title President/CEO
Department Address 5318 E. Second Street. Suite 336
City of Carlsbad Long Beach. CA 90803
Address PhoneNo. 562.439.6571
_— Email steve(^urbanplaceconsulting.com
Phone No.
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.
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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 Carisbad Conflict of Interest Code. The Contractor shall report
investments or interests in ali four categories.
17. GENERAL COMPLIANCE WiTH LAWS
Contractor will keep fully infomfied 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
perfomiance 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 senrices with ail 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 ali agents, employees, subcontractors and consultants whose sen/ices are
required by this Agreement
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 peri^onnance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not othenvise 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 fonA/arded 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 fonwarded
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.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperfomiance by notifying Contractor by certified rnail of the
temiination. 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 tenmination, Contractor has five (6) 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 woric product delivered to City and of the
percentage of work that Contractor has perfomned 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
woric performed to the termination date; however, the total will not exceed the lump sum fee
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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 woricing for Contractor, to solicit or secure this Agreement, arid 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 wanranty, City will have the right to annul this Agreement without liability, or in
Its discretion, to deduct from the Agreement price or consideration, or othenvise 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 seg..
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 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 (6) years. Contractor 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 Califomia, 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 fbr 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 tenns 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.
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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
V /sinn hon
CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here)
(print name/title)
ATTEST
By:
(sign here)
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor musf"btt'"''
attached. If a corporation. Agreement must be signed by one corporate ofRcer 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 corporafion 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:
Assistant City Attorney
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