City of Brentwood
Home PageContact Us!Back

City Administration
Redevelopment Agency
City Council Members | Calander of Events | Council Current Agenda
Council Past Agendas | Council Meeting Minutes | Council Voting Log
RDA Current Agenda | RDA Past Agendas | RDA Meeting Minutes
RDA Voting Log | Elections


REDEVELOPMENT AGENCY AGENDA ITEM NO. 03

Meeting Date: June 10, 2003

Subject/Title: Authorize the Executive Director to Execute a Contract for the Professional Redevelopment Consulting Services with Seifel Consultants, Inc., in an amount not to exceed $45,000 for the 2003/2004 fiscal year.

Submitted by: Gina Rozenski, Redevelopment Analyst

Approved by: John Stevenson, Executive Director


RECOMMENDATION
Authorize the Executive Director to execute a contract for the professional redevelopment consulting services with Seifel Consultants, Inc. for the 2003-2004 budget year.

PREVIOUS ACTION
The Brentwood Redevelopment Agency entered into a redevelopment consulting services agreement with McGill Martin Self in May 2001, in an amount of $130,000, specifically for analyses and consulting related to various redevelopment issues. The contract amount was exhausted and the services agreement had expired.

On July 9, 2002, the Agency authorized the Executive Director authority to execute a contract for professional redevelopment consulting services with Seifel Consultants, Inc. in the amount of $60,000. This contract amount was for the 2002/2003 budget year. This services agreement expires on June 25, 2003.

BACKGROUND
For the past year, Seifel Consultants, 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 $45,000 contract in a retainer format for the 2003/2004 budget year so that when the Agency needs redevelopment and housing advisory services, Seifel Consultants stands prepared to be responsive to our consulting requests.

FISCAL IMPACT
Funding for these services are budgeted in and shared between the Administration Fund 301, and Housing Fund 302.

Attachments: Professional Services Agreement, with Exhibit A

AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
OF SEIFEL CONSULTING INC.

This Agreement, made and entered into this 26th of June 2003, by and between the BRENTWOOD REDEVELOPMENT AGENCY a municipal corporation existing under the laws of the State of California, hereinafter referred to as “AGENCY”, and Seifel Consulting Inc., 1388 Sutter Street, Suite 520, San Francisco, CA 94109-5452, hereinafter referred to as CONSULTANT”.

RECITALS

A. AGENCY desires certain professional consultant services hereinafter described.

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

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 – SCOPE OF SERVICES

The scope of services to be performed by CONSULTANT under this Agreement is for a professional housing advisory services for the Redevelopment Agency and as described in Exhibit “A” Scope of Services.

SECTION 2 – DUTIES OF CONSULTANT

CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its work.

CONSULTANT represents that it is qualified to furnish the services described under this Agreement.

CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT.

It is understood that Elizabeth M. Seifel, President will be the designated Project Manager providing services to the AGENCY and this designated representative shall not be replaced without the AGENCY’s approval.

SECTION 3 – DUTIES OF AGENCY

AGENCY shall provide pertinent information regarding its requirements for the project.

AGENCY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT’S work.

SECTION 4 – TERM

The services to be performed under this Agreement shall commence on June 26, 2003 thru June 25, 2004.

SECTION 5 – PAYMENT

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 at the rates, shown in Exhibit “A”, and for the hours actually performed by the CONSULTANT in an amount not to exceed $45,000.

SECTION 6 – TERMINATION

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.

Upon termination and upon AGENCY’S payment of the amount required to be paid, documents become the property of AGENCY, and CONSULTANT shall transfer them 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 7, 8, 10, 11, 12, 14, 15, and 16.

SECTION 7 – OWNERSHIP OF DOCUMENTS

All documents prepared by CONSULTANT in the performance of this Agreement, although instruments of professional service, are and shall be the property of AGENCY, whether the project for which they are made is executed or not. Use of the documents of professional service by AGENCY for other than the project, is at AGENCY’S sole risk without legal liability or exposure to CONSULTANT.

SECTION 8 - CONFIDENTIALITY

All reports and documents prepared by CONSULTANT in connection with the performance of this Agreement are confidential until released by AGENCY to the public. CONSULTANT shall not make any such documents or information available to any individual or organization not employed by CONSULTANT or AGENCY without the written consent of AGENCY before any such release.

SECTION 9 – INTEREST OF CONSULTANT

CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

SECTION 10 – CONSULTANT’S STATUS

It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the AGENCY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of AGENCY while providing services under this Agreement.

SECTION 11 – INDEMNITY

CONSULTANT, in the performance of professional services, under this Agreement shall indemnify, defend, and hold harmless AGENCY, its directors, officers, employees and agents from any claim, loss, injury, damage, and expense and liability to the extent arising out of the negligence, errors, omissions, or wrongful acts of CONSULTANT, its employees, subcontractors, or agents. For liability for other liability arising out of professional services, CONSULTANT shall indemnify, defend, and hold harmless, AGENCY, its directors, officers, employees, and agents from any loss, injury, damage, and expense and liability resulting from injury to or death of any person and loss of or damage to property, or claim of such injury, death, loss or damage, caused by an act or omission in the performance under this Agreement by CONSULTANT, its employees, subcontractors, or agents, except for any loss, injury, or damage caused by the active negligence or willful misconduct of personnel employed by AGENCY.

SECTION 12 – INSURANCE

The CONSULTANT shall provide and maintain:
A. 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.
B. Automobile Liability Insurance, occurrence form, with a limit of not less than $500,000.00 each occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles.
C. Workers Compensation in at least the minimum statutory limits.
D. General Provisions for all insurance. All insurance shall:
1. Include the BRENTWOOD REDEVELOPMENT AGENCY, its elected and appointed officers, and employees, 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. Be primary with respect to any insurance or self-insurance programs of AGENCY, its officers, employees, and volunteers.
3. Be evidenced, prior to commencement of services, by properly executed policy endorsements in addition to a certificate of insurance.
4. No changes in insurance may be made without the written approval of the AGENCY Attorney's Office.

SECTION 13 - NONASSIGNABILITY

Professional Services of Consultant: Both parities hereto recognize that this Agreement is for the professional services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of AGENCY.

SECTION 14 - RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT

It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled, knowledgeable and experienced in the profession necessary to perform the work and will perform the work agreed to be done under this Agreement utilizing a specialist standard of care and that AGENCY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner, and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT'S work by AGENCY does not operate as a release of consultant from said obligation.

SECTION 15 - 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. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deeded 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 16 - COSTS AND ATTORNEYS FEES

Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5000, 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 $5000 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 $5000 for attorneys’ fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 17 - 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 18 - MEDIATION

Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process.

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 meeting in 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 19 - ARBITRATION

After mediation above, and upon agreement of the parties, any dispute or claim arising out of or relating to this Agreement may be settled by arbitration in accordance with the Construction Industry Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The costs of arbitration shall be borne equally by the parties.

SECTION 20 - 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 wrongdoing, AGENCY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at 150% of CONSULTANT'S standard hourly rates at the time of actual testimony.

SECTION 21 - NOTICES

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

To AGENCY: BRENTWOOD REDEVELOPMENT AGENCY
150 City Park Way
Brentwood, CA 94513

To CONSULTANT: SEIFEL CONSULTING INC.
1388 Sutter Street, Suite 520
San Francisco, CA 94109-5452

SECTION 22 – 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

SECTION 23 – 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.

BRENTWOOD REDEVELOPMENT SEIFEL CONSULTING INC.
AGENCY

___________________________ ___________________________
JOHN STEVENSON, ELIZABETH M. SEIFEL
EXECUTIVE DIRECTOR PRESIDENT

APPROVED AS TO FORM:

___________________________
Dennis Beougher, Agency Attorney

EXHIBIT A

SCOPE OF SERVICES
Task 1: Advisory Services for the Redevelopment Program
As needed, we would advise the Agency on various aspects of its redevelopment activities. This could include the following advisory services:
• Financial feasibility studies
• Market analysis
• Proforma analysis
• Subsidy and financing analysis
• Tax increment projections
• Affordable housing initiatives
• Policy and program design
• Property re-use analysis and strategies, as well as preparation of reuse approvals per Section 33433
• Implementation and Housing Production Plans
• Pass-through payment analysis

COMPENSATION
As the actual scope of services is still to be determined, we will bill monthly on a time and materials basis up to a budget of $45,000.00, for the types of services described in the scope of services. We will not proceed to perform additional services in excess of this budget without prior written notification.Seifel Consulting Inc. bills on a time and materials basis. Billing rates are subject to annual revisions. Following are the billing rates for 2003:
Hourly Rates (Time)
The following hourly rates will be charged for work performed during 2003:

Elizabeth Seifel, President $185
Managing Consultant $140
Senior Consultant $120
Consultant $100
Analyst $90
Research Assistant $80
Document Processing/Graphics* $60

*Includes mapping services provided by Valerie Reichert of Sixth Street Studio.

Testimony as expert witness at court trials, administrative hearings, and depositions will be billed at 150 percent of the above rates.

Expenses (Materials)
Seifel Consulting Inc. bills expenses as follows:
• Telephone charges are computed at 2 percent of billed professional services.
• Automobile mileage charges are 36.0 cents per mile.
• Photocopying/report reproduction charges are 10 cents per page, except for bulk reproduction of reports, which is charged on a direct reimbursable basis.
• Delivery service charges are at cost.
• Per diem and travel expenses, including airfare, automobile rental and hotel (if necessary) are charged at actual cost.
• All remaining expenses are billed on a direct reimbursable basis with receipts above $20 provided as evidence upon request.

Subcontractor Management
Upon client approval, where Seifel Consulting Inc. is managing subcontractor(s), a contract administrative charge of 10 percent will be applied to all subcontractor invoices.

Payment and General Contract Provisions
Attachment A to this letter outlines our typical payment and general contract provisions. By this reference, these provisions are considered to be incorporated as part of this letter, which will serve as an exhibit to a contract between us.

SCHEDULE
We understand that the Agency needs redevelopment and economic advisory services starting this month. We will be happy to review materials on the redevelopment program and provide feedback to you, as needed. Given that the precise nature of the advisory services remains to be determined, we cannot commit to a precise schedule but rather will endeavor to be as responsive as possible to your consulting requests.


ATTACHMENT A

PAYMENT AND GENERAL CONTRACT PROVISIONS

The following payment and general contract provisions will pertain to this assignment.

PAYMENT TERMS
Invoicing
Consultant shall invoice Client on a monthly basis for all hourly services performed and all reimbursable expenses incurred by Consultant during the preceding month. Invoices are due and payable by Client within thirty (30) days of invoice date. Invoices not paid by Client within thirty (30) days of invoice date shall commence bearing interest on the 31st day after invoice date at the rate of 18 percent (18%) per annum until they are paid in full.

Delinquent Payment/Work Stoppage
If at any time Client is more than thirty (30) days delinquent with respect to an undisputed invoice, Consultant reserves the right to stop performing services under this letter agreement without any liability whatsoever to Client for damages of any kind Client may incur in connection with Consultant’s work stoppage.

Project Delays
While we attempt to provide staffing arrangements for projects based on current conditions, projects that are put on hold by the client may require an adjustment of team members based upon the date the project resumes. In accordance with that date, additional hours will be required to familiarize and educate team members and will be billed as additional services. Further, if the Client’s key staff member(s) originally assigned to the project are no longer able to work on the project in the future, the budget may need to be revised to reflect training and education of new staff assigned to this project.

If the project is put on hold by the client for a term of six (6) months or more, the contractual fee arrangement may be adjusted to reflect appropriate fee scales.

Good Faith Disputes
In the event of any good faith dispute with regard to any portion of any Consultant invoice, the undisputed portion shall be paid as provided herein. Upon resolution of the disputed portion, any amounts paid to Consultant shall be paid with interest at the rate set forth above, accruing from the 31st day after the invoice date.

Any disputes concerning Consultant’s invoices must be addressed by Client in writing to Consultant within thirty (30) days of the invoice date. The absence of any such inquiries within the thirty (30) day period shall be deemed an unequivocal acceptance of Consultant’s services and an agreement with Consultant’s charges for all such services (time and materials).

GENERAL CONTRACT PROVISIONS
Independent Contract Status
It is understood that Consultant, in performing the services described in this letter agreement, shall act as and be an independent contractor, and not an agent or employee of Client. Nothing in this letter agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee; it is expressly acknowledged that Consultant is not an employee of client for federal or state tax purposes. Consultant shall retain the right to perform services for other ventures or concerns during the term of this letter agreement.

Confidentiality
During the term of Consultant’s rendition of services to Client under this letter agreement, both parties will have access to confidential information made available by the other. Each party shall use the confidential information of the other only in connection with this letter agreement, and each party shall protect such confidential information in the same manner as it protects its own confidential information of like kind. Neither party will use the name, logo or other identifying marks of the party outside of their own organization without the prior written consent of the other party. Neither Consultant nor Client shall solicit, offer work to, employ, or contract with, whether as a partner, employee or independent contractor, directly or indirectly, any of the party’s personnel during the term of this letter agreement and for a period of twelve (12) months thereafter, without the consent of the other party. “Personnel” shall include any individual or company either party employs as a partner, employee or independent contractor and with whom the other party comes into direct contact with during the term of this letter agreement.

Termination
(a) This letter agreement shall be subject to termination at the option of either party upon the occurrence of any of the following events: (i) the bankruptcy or insolvency of either party; (ii) the sale of a majority of the stock or assets of a party; or (iii) the death of a party who is an individual signatory to this letter agreement.
(b) Client shall have the right to terminate this letter agreement at any time upon the giving of prior written notice to Consultant specifying in detail Consultant’s alleged performance deficiencies and Consultant’s failure to rectify same within thirty (30) days after receipt of such written notice. In such event, Client shall have the right to terminate this letter agreement upon two (2) days written notice to Consultant. In the event of a termination in accordance with the immediately preceding sentence, Client shall nonetheless remain liable for all services (time and materials) performed and expenses incurred by Consultant prior to such final termination.
(c) Consultant shall have the right to terminate this letter agreement at any time upon the giving of five (5) days prior written notice to Client at any time that any of Consultant’s invoices remain unpaid more than sixty (60) days from their due date.

Limitations of Liability
It is expressly understood and agreed that under no circumstances shall Consultant be liable to Client for any errors or omissions in Consultant’s work product caused by Client furnishing to Consultant erroneous, incomplete or misleading data, information, figures, and/or assumptions.

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