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REDEVELOPMENT AGENCY AGENDA ITEM NO. 6

Meeting Date: June 27, 2006

Subject/Title: Approve and Authorize the Executive Director to execute a Contract for the Professional Redevelopment Consulting Services with Seifel Consulting, Inc., in an amount not to exceed $35,000 for the 2006-2007 fiscal year.

Prepared by: Gina Rozenski, Redevelopment Manager

Submitted by: Howard Sword, Community Development Director

RECOMMENDATION
Approve and Authorize the Executive Director to execute a contract for the professional redevelopment consulting services with Seifel Consulting, Inc. in an amount not to exceed $35,000 for the 2006-2007 budget year.

PREVIOUS ACTION
On July 9, 2002, the Agency authorized the Executive Director to execute a contract for professional redevelopment consulting services with Seifel Consulting, Inc., in the amount of $60,000, for the 2002-2003 budget year.

On June 10, 2003, the Agency authorized the Executive Director to execute a contract from professional redevelopment consulting services with Seifel Consulting, Inc., in the amount of $45,000, for the 2003-2004 budget year.

On June 22, 2004, the Agency authorized the Executive Director to execute a contract for the professional redevelopment consulting services with Seifel Consulting, Inc., in an amount not to exceed $47,500 for the 2004-2005 fiscal year.

On July 27, 2004, the Agency authorized the Executive Director to execute a contract for the professional redevelopment consulting services with Seifel Consulting, Inc., for $20,000 and a 10% contingency for the preparation of the Brentwood Redevelopment Agency’s Five-Year Implementation Plan 2005-2010.

On June 14, 2005, the Agency authorized the Executive Director to execute a contract for the professional redevelopment consulting services with Seifel Consulting, Inc. for $50,000 for 2005-2006 budget year.

BACKGROUND
For the past four years, Seifel Consulting, Inc. has provided the Redevelopment Agency with redevelopment and housing advisory and consulting services in the areas of tax increment projections, financial feasibility studies, market assessments, proforma analysis, subsidy and financing analysis, implementation plans, affordable housing initiatives and production plans, property re-use and revitalization strategies, pass-through payment analysis, and other redevelopment needs and activities. Staff recommends a $35,000 contract for the 2006-2007 budget year so that when the Agency needs redevelopment and housing advisory services, Seifel Consulting stands prepared to be responsive to our consulting requests.
FISCAL IMPACT
Funding for these services is budgeted in the 2006-2007 fiscal year and shared between the Administration Fund 301 and Housing Fund 302.

Attachments
Professional Services Agreement

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT, made and entered into this __ day of ___________, 2006 by and between the REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD, a municipal corporation existing under the laws of the State of California, hereinafter referred to as “Agency”, and SEIFEL CONSULTING, INC., located at 1388 Sutter Street, Suite 250, San Francisco, CA 94109-5452 hereinafter referred to as "Consultant.”

RECITALS

A. Agency desires certain professional consultant services.

B. Agency desires to engage Consultant to provide these services by reason of its qualifications and experience performing such services and Consultant has offered to provide the required services on the terms and in the manner set forth herein.

C. Consultant represents that it is fully licensed and qualified with all professional skills necessary to perform the services described in this Agreement and has special expertise in the performance of redevelopment consulting services for public agencies of similar scope and complexity as the Services to be performed under this Agreement.

NOW, THEREFORE, Agency and Consultant agree as follows:

SECTION 1 – SCOPE OF SERVICES

The scope of services subject to this agreement and to be performed by Consultant is described in Exhibit “A”, Scope of Services, attached hereto and incorporated herein.

SECTION 2 – CONSULTANT'S REPRESENTATIONS AND RESPONSIBILITIES

A. Consultant shall perform the Services in full compliance with applicable federal, state and local laws and regulations in effect at the time such services are rendered (collectively, "Applicable Laws").

B. Consultant shall submit, for Agency's approval, a team or staffing proposal for the Services, complete with job descriptions, names and previous experience of all personnel. Consultant has designated, Elizabeth Seifel, President for the Services as stated in Exhibit A - which exhibit is incorporated herein by this reference. Consultant shall not change or reassign Key Personnel without prior notice to Agency, and shall not replace any Key Personnel with individuals to whom Agency has a reasonable objection.

C. Consultant's services are unique and personal. Consultant shall not assign or transfer any of its interest or obligation under this Agreement without the Agency's written consent. Consultant shall not subcontract its duties under this Agreement without the Agency's written consent. No sub-consultant will be recognized by Agency as such; rather, all sub-consultants are deemed to be the agents of Consultant, and Consultant agrees to be responsible for their performance.

SECTION 3 - INDEPENDENT CONTRACTOR

The services to be provided to the Agency as set forth in this Agreement shall be provided by Consultant as an independent contractor as defined in Labor Code 3353, under the control of the Agency as to the result of the work but not the means by which the result is accomplished, and nothing herein contained shall be construed to make Consultant an agent or employee of the Agency while providing these services. Consultant shall be entitled to no other benefits or compensation except as provided in this Agreement.

SECTION 4 - DUTIES OF CONSULTANT

A. Consultant's Services shall be furnished as described below and as more particularly described in Exhibit “A”, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Executive Director or her designee, or if verbally requested by Agency, confirmed in writing by Consultant within five (5) working days.

B. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all Services. Consultant shall, without additional compensation, correct or revise any errors or deficiencies in its Services.

C. Consultant shall furnish Agency with every reasonable opportunity for Agency to ascertain that the Services are being performed in accordance with the requirement and intentions of this Agreement.

SECTION 5 - TERM

A. The term of this Agreement shall begin on July 1, 2006 and shall expire on June 30, 2007.

SECTION 6 - PAYMENT

A. Basic Services.

1. Payment shall be made by Agency only for services rendered and upon submission of a payment request and Agency approval of the work performed. The Agency shall pay the Consultant with the rates set forth in Exhibit “A” not to exceed $35,000.

B. Additional Services.

1. Agency shall pay Consultant for authorized Additional Services on an hourly basis, in accordance with the schedule of fees attached hereto as Exhibit “A”. Agency shall pay only for Additional Services authorized by the Executive Director or her designee in writing or requested verbally by Agency and confirmed in writing by Consultant within five (5) working days. In no event shall Agency pay for Additional Services made necessary by Consultant’s errors or oversights.

C. Reimbursable Expenses.

In addition to compensation for Basic Services and Additional Services, Agency shall reimburse Consultant for Reimbursable Expenses Consultant incurs in the course of performing Services under this Agreement. Reimbursable Expenses include only the following items:

1. Reproduction and handling of Documents prepared in connection with the Project;

2. Fees paid for securing government approvals for the Project; and

3. Other expenses as Agency may approve in writing in advance.

D. Consultant shall submit written payment request for progress payments in a form satisfactory to Agency on or before the first day of each month on account of Basic Services, Additional Services and Reimbursable Expenses provided during the preceding month. The payment request shall identify each person performing services, the time each person spends on each task (in units not to exceed one quarter hour) and shall be based on the rates in Exhibit “A”.

E. Within thirty (30) days after receipt of each payment request for progress payment, Agency shall verify the accuracy of the progress payment request, correct the charges where appropriate, and make payment to Consultant in an amount equal to the amount of such application, as verified or corrected by Agency. No payment made hereunder prior to completion and acceptance of the Project shall be construed as evidence of acceptance of any part of the Services. Agency reserves the right to withhold payment from Consultant on account of Services not performed satisfactorily, delays in Consultant's performance of Services, or other defaults hereunder. Consultant shall not stop or delay performance of Services under this Agreement on account of payment disputes with Agency.

G. If Agency disagrees with any portion of a billing, the Agency shall promptly notify Consultant of the disagreement, and the Agency and the Consultant shall attempt to resolve the disagreement. Agency’s payment of any amounts shall not constitute a waiver of any disagreement and Agency shall promptly pay all amounts not in dispute.

H. Consultant shall maintain complete and accurate records of the number of hours worked by persons and Reimbursable Expenses on the Project during each phase under this Agreement. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible. Agency shall have the right to examine and copy such books and records at all times. Consultant shall permit the Agency to examine and audit those books and records, shall permit the Agency to make copies of those books and records, and shall permit the Agency to inspect all work data, documents, proceedings and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. All accounting records shall provide an understandable breakdown of costs charged to this Agreement.

SECTION 7 - CONFLICT OF INTEREST

Consultant understands that its professional responsibility is solely to Agency. Consultant warrants that it presently has no interest, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. Consultant shall not knowingly, and shall take reasonable steps to ensure that it does not, employ a person having such an interest in the performance of this Agreement. If after employment of a person, Consultant discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly disclose the relationship to the Agency and take such action as the Agency may direct to remedy the conflict.

SECTION 8 - TERMINATION

A. Without limitation to such rights or remedies as Agency shall otherwise have by law, Agency shall have the right to terminate this agreement or suspend work on the project for any reason upon ten (10) days’ written notice to Consultant. Consultant agrees to cease all work under this agreement upon receipt of said written notice.

E. Upon termination and upon Agency’s payment of the amount required to be paid, documents become the property of Agency and Consultant shall transfer the documents to Agency upon request without additional compensation. Upon termination or expiration of this agreement, the obligations of the parties shall cease, save and except from those provided under Sections 9 – 17.

SECTION 9- OWNERSHIP OF DOCUMENTS

A. The plans, specifications, estimates, programs, reports, models, and other material prepared by or on behalf of Consultant under this Agreement including all drafts and working documents, and including electronic and paper forms (collectively the "Documents"), shall be and remain the property of the Agency, whether the Services or Project is completed or not. Consultant shall deliver all Documents to Agency upon (1) the substantial completion date of the Services, (2) the date of termination of this Agreement for any reason, or (3) at any time requested by Agency, upon five (5) days written notice.

B. The Documents may be used by Agency and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes Agency may deem advisable, without further employment of or payment of any compensation to Consultant; provided, however, that if this Agreement is terminated for any reason prior to completion of the Project and if under such circumstances Agency uses, or engages the services of and directs another Consultant to use, such documents, Agency agrees to hold Consultant harmless from any and all liability, costs, and expenses (including reasonable legal fees and disbursements), relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or negligence of Consultant, or anyone for whose acts it is responsible, in preparation of the Documents. Consultant shall not be responsible for deficiencies solely attributable to modifications to the Documents performed by others, or that arise from use of the Documents in connection with a project or site other than that shown in the Documents.

C. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Agency to the public, and the Consultant shall not make any of these documents or information available to any individual or organization not employed by the Consultant or the Agency without the written consent of the Agency before any such release.

SECTION 10 – INDEMNITY

A. Claims for Professional Liability – Consultant shall, with respect to all Services performed in connection with this Agreement, defend, indemnify, and hold the City of Brentwood and the Redevelopment Agency of the City of Brentwood its elected and appointed officers, employees, and volunteers harmless from and against any and all claims, liability, loss, damage, costs, or expenses, including reasonable attorneys' fees, awards, fines, or judgments (collectively, "Claims"), arising from or relating to negligent acts, errors, or omissions in the performance of professional services by Consultant, its subconsultants, agents or employees. Consultant shall not be obligated under this Agreement to indemnify the City and/or Agency to the extent that the damage is caused by the sole or active negligence or willful misconduct of City or Agency, its agents or employees.

B. Claims for Other Liability – Consultant shall, with respect to all Services performed in connection with this Agreement, defend, indemnify, and hold the City of Brentwood and the Redevelopment Agency of the City of Brentwood its elected and appointed officers, employees, and volunteers harmless from and against any and all liens and Claims by firms or individuals claiming through Consultant, and all Claims for compensation, the death or bodily injury to persons, injury to property, or other loss, damage, or expense arising from or related to the Services of Consultant , its subcontractors, agents or employees. Consultant shall not be obligated under this Agreement to indemnify the City and/or Agency to the extent that the damage is caused by the sole or active negligence or willful misconduct of City or Agency, its agents or employees.

C. Claims involving intellectual property - In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City of Brentwood, the Redevelopment Agency of the City of Brentwood its elected and appointed officers, employees, and volunteers, harmless against any Claim is alleged in which a violation of intellectual property rights, including but not limited to copyright or patent rights, that arises out of or relates to the Services of Consultant, its subcontractors, agents or employees. Consultant shall not be obligated under this Agreement to indemnify the City and/or Agency to the extent that the damage is caused by the sole or active negligence or willful misconduct of City or Agency, its agents or employees.

SECTION 11 – INSURANCE

A. Consultant shall, at all times it is performing Services under this Agreement, provide and maintain insurance in the following types and with limits no less than the following amounts:

1. Commercial General Liability Insurance, occurrence form, with a limit of not less than $1,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit;

2. Automobile Liability Insurance, occurrence form, with a limit of not less than $1,000,000.00 each occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles.

4. Workers Compensation in at least the minimum statutory limits.

5. Employers Liability Insurance, with minimum limits of $1 million per occurrence.

B. General Provisions:

1. Consultant's general and automobile liability insurance policies shall be endorsed to name the City of Brentwood and the Redevelopment Agency of the City of Brentwood its elected and appointed officers, employees, and volunteers as additional insureds with respect to this Agreement and the performance of services in this Agreement. The coverage shall contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and errors and omissions insurance.

2. Consultant's general and automobile liability insurance policies shall be endorsed so that they are primary with respect to any insurance or self-insurance programs of Agency, its officers, employees, and volunteers.

3. Before performing any services under this Agreement, Consultant shall provide evidence of the required coverage and limits, and properly executed policy endorsements satisfactory to Agency.

4. No changes in insurance may be made without the written approval of the Agency.

SECTION 12 - WAIVERS

The waiver by either party of any breach or violation of any term, covenant, or condition of this agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this agreement of any applicable law or ordinance.

SECTION 13 - COSTS AND ATTORNEYS FEES

Attorney fees in an amount not exceeding Eighty Five Dollars ($85.00) per hour per attorney, and in total amount not exceeding Five Thousand Dollars ($5,000.00), shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of the agreement. The above $5,000 limit is the total of attorneys’ fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this agreement that neither party shall have to pay the other more than $5,000 for attorneys’ fees arising out of an action, or actions to enforce the provisions of this agreement.

SECTION 14 - NON-DISCRIMINATION

Consultant warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 15 - MEDIATION

Should any dispute arise out of this Agreement, either party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first requesting mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 16 - LITIGATION

Consultant shall testify at Agency's request if litigation is brought against Agency in connection with Consultant's services under this agreement. Unless the action is brought by Consultant, or is based upon Consultant's actual or alleged negligence or other wrongdoing, Agency shall compensate Consultant for time spent in preparation for testimony, testimony, and travel at Consultant's standard hourly rates at the time of actual testimony.

SECTION 17 - NOTICES

All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:

To Agency: Redevelopment Agency of the City of Brentwood
150 City Park Way
Brentwood, CA 94513

To Consultant: Seifel Consulting, Inc.
1388 Sutter Street, Suite 520
San Francisco, CA 94109-5452

SECTION 18 – AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT

This document represents the entire and integrated agreement between Agency and Consultant and supersedes all prior negotiations, representations, and agreements, either written or oral.

This document may be amended only by written instrument signed by both Agency and Consultant.

All Exhibits referenced in or attached to this Agreement are incorporated herein by this reference.

SECTION 19 – GOVERNING LAW

This agreement shall be governed by the laws of the State of California.

IN WITNESS WHEREOF, Agency and CONSULTANT have executed this agreement the day and year first above written.

REDEVELOPMENT AGENCY OF
THE CITY OF BRENTWOOD CONSULTANT
________________________________ _____________________________
DONNA LANDEROS, Executive Director
Title: _________________________

ATTEST: Print Name:____________________
________________________________
Margaret Wimberly, CMC, Agency Secretary

APPROVED AS TO FORM:
________________________________
Damien B. Brower, General Counsel

EXHIBIT "A"

SCOPE OF SERVICES
 

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov