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HomeMy WebLinkAboutRDA Agenda Packet 2006/01/10 I aeclare under penalty of perjury that I am employecl by the City of Chula Vista In the I Office of the City Clerk and that I poItlId thII ~ 1 f-t-- em: ~~ ~:~~ 7nfiR9to ;4}~ b () SIGNED ~~ -0;- CHULA VISfA Stephen C. Padilla, Mayor/Chair Patricia Chavez, Council/Agency Member David D. Rowlands, Jr., City ManagerlExecutive Director John McCann, Council/Agency Member Ann Moore, City Attorney/Agency Counsel Jerry R. Rindone, Council/Agency Member Susan Bigelow, City Clerk Steve Castaneda, Council/Agency Member Notice is hereby given that the Mayor/Chair of the City Council and Redevelopment Agency of the City of Chula Vista has called and will convene a Special Meeting of the CouncillRedevelopmeut Agency on Tuesday, January 10, 20061 following th~ty Council Meeting at 6:00 p.m., to be held in the Council Chambersi/located in ,cIty Hall at 276 Fourth Avenue, Chula Vista, California to consider the ite~~.onlis a;e~a./ - ) ,/ j / U/J Lf ~ 0(, .l/ "--- Stephen C. Padilla, Mayor/Chair January 10, 2006 6:00 P.M. (Immediately following the City Council Meeting) Council Chambers City Hall 276 Fourth Avenue CALL TO ORDER ROLL CALL: Council/Agency Members Castaneda, Chavez, McCann, Rindone, and Mayor/Chair Padilla CONSENT CALENDAR (Items 1 through 2) The Council/Agency will enact the Consent Calendar staff recommendations by one motion, without discussion, unless a Council/Agency Member, a member of the public, or City staff requests that an item be removed jor discussion. If you wish to speak on one of these items, please fill out a "Request to Speak" form (available in the"lobby) and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed immediately follOWing the Consent Calendar. 1. APPROVAL OF MINUTES of November 22,2005 and December 6, 2005. Staff recommendation: Agency approve the minutes. 2 A. JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROPRIATING FUNDS FOR AN AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO SERVE AS FINANCIAL ADVISORS (4/5THS VOTE REQUIRED) B. JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ECONOMIC & PLANNING SYSTEMS; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING FUNDS THEREFOR (4/5THS VOTE REQUIRED) C. JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ROSENOW SPEV ACEK GROUP; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING FUNDS THEREFOR (4/5THS VOTE REQUIRED) Adoption of the resolutions approves a new contract with Harrell & Co. and amendments to existing contracts with Economic & Planning Systems and Rosenow Spevacek Group for ongoing professional services on an as-needed basis with the City and Redevelopment Agency for consultation on City and Redevelopment projects, financing strategies and general fiscal and economic consulting services. (Finance Director) Staff recommendation: Council/Agency adopt the resolutions. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking during Public Comments may address the Council/Agency on any subject matter within the Agency's jurisdiction that is not listed as an item on the agenda. State law generally prohibits the Council/Agency from taking action on any issue not included on the agenda, but, if appropriate, the Council/Agency may schedule the topic for fUture discussion or refer the matter to staff. Comments are limited to three minutes. OTHER BUSINESS 3. CITY MANAGERlDlRECTOR'S REPORTS 4. MAYOR/CHAIR'S REPORTS 5. COUNCIL/AGENCY MEMBERS' COMMENTS ADJOURNMENT to the Regular Meeting of January 17, at 6:00 p.m. in the Council Chambers. In compliance with the AMERICANS WITH DISABILITIES ACT The City of Chula Vista requests individuals w.ho require special accommodations to access, attend, and/or participate in a City meeting, activity, or service request such accommodation at least forty-eight hours in advance for meetings and five days for scheduled services and activities. Please contact the City Clerk for specific information at (619) 691-5041 or Telecommunications Devices for the Deaf (TDD) at (619) 585-5655. California Relay Service is also available for the hearing impaired. Page 2 - RDA Agenda http://www.chulavistaca.gov January 10, 2006 MINUTES OF A SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA November 22, 2005 6:00 p.m. A Special Meeting of the Redevelopment Agency of the City ofChula Vista was called to order at 7:40 p.m. in the Council Chambers, located in the Public Services Building, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: Agencymembers: Castaneda, McCann, Rindone, and Chair Padilla ABSENT: Agencymembers: Davis (excused) ALSO PRESENT: Executive Director Rowlands, City Attorney Moore, and City Clerk Bigelow CONSENT CALENDAR 1. APPROVAL OF MINUTES of Adjourned Regular Meetings of the City Council and Redevelopment Agency, meeting concurrently with the Board of Port Commissioners, held August 9, 2005; Adjourned Regular Meetings of the City Council and Redevelopment Agency held August 9, 2005; Adjourned Regular Meetings of the City Council and Redevelopment Agency and Special Meeting of the Housing Authority held August 23, 2005; and Adjourned Regular Meetings of the City Council and Redevelopment Agency held September 13, 2005. Staff recommendation: Agency continue this item to a future date. 2 A. RESOLUTION NO. 1928, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE APPROPRIATION OF $960,260 FROM THE AVAILABLE BALANCE OF THE MERGED PROJECT AREA FUND AS A LOAN REPAYMENT TO THE BAYFRONT/TOWN CENTRE I FUND (4/5THS VOTE REQUIRED), was adopted (4-0). B. RESOLUTION NO. 1929, RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE APPROPRIATION OF $960,260 FROM THE BAYFRONT/TOWN CENTRE I FUND TO PAY THE RELOCATION INSTALLMENT PAYMENTS DUE BFGOODRICH AEROSPACE AEROSTRUCTURES GROUP FOR THE PERIOD JANUARY IS, 2000 TO JANUARY IS, 2005, AND FOR THE INSTALLMENT PAYMENT DUE ON JANUARY 15, 2006, CONSISTENT WITH THE RELOCATION AGREEMENT ENTERED INTO WITH BFGOODRICH AEROSPACE AEROSTRUCTURES (4/5THS VOTE REQUIRED), was adopted (4-0). /IJ~/ CONSENT CALENDAR (Continued) In 1999, the Redevelopment Agency, the City of Chula Vista, the San Diego Unified Port District, and Rohr, Inc., operating as BFGoodrich Aerospace Aerostructures Group (BFG), entered into a relocation agreement. The agreement set forth, among other things, the terms of the relocation of BFG's facilities from its prior campus in the Bayfront Redevelopment Project Area. Pursuant to the agreement, the Agency agreed to provide financial assistance to BFG in connection with the relocation of its facilities. Staff has determined the total financial assistance owed to BFG to be $1,708,065, to be paid in installments. (Director of Community Development) Staff recommendation: Agency adopt the resolution. ACTION: Councilmember McCann offered the Consent Calendar, headings read, texts waived, with Item I continued to a future date. The motion carried 4-0. ITEMS PULLED FROM THE CONSENT CALENDAR There were none. PUBLIC COMMENTS There were none. OTHER BUSINESS 3. CITY MANAGER/DIRECTOR'S REPORTS There were none. 4. MAYOR/CHAIR'S REPORTS There were none. 5. COUNCIL/AGENCY MEMBER'S COMMENTS There were none. ADJOURNMENT At 7:44 p.m., Chair Padilla adjourned the Redevelopment Agency to the Regular Meeting of December 6, 2005, at 4:00 p.m. in the Council Chambers. , ~W~~~ b r> ) Susan Bigelow, MMC, City Clerk - Page 2 RDA Minutes http://www.chulavistaca.gov /1/L November 22, 2005 MINUTES OF AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL, A REGULAR MEETING OF THE REDEVELOPMENT AGENCY, AND A SPECIAL MEETING OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA December 6, 2005 4:00 p.m. An Adjourned Regular Meeting of the City Council, a Regular Meeting of the Redevelopment Agency, and a Special Meeting of the Housing Authority were called to order at 6:10 p.m. in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL: PRESENT: CounciV Agency/Housing Authority Members: Castaneda, Davis, Rindone and Mayor/Chair Padilla ABSENT: CounciV Agency/Housing Authority Members: Davis (excused) ALSO PRESENT: City Manager/Executive Director Rowlands, City Attorney Moore, and City Clerk Bigelow CONSENT CALENDAR I. APPROVAL OF MINUTES of Adjourned Regular Meetings of the City Council and Redevelopment Agency, meeting concurrently with the Board of Port Commissioners, held August 9, 2005; Adjourned Regular Meetings of the City Council and Redevelopment Agency held August 9, 2005; Adjourned Regular Meetings of the City Council and Redevelopment Agency and Special Meeting of the Housing Authority held August 23, 2005; and Adjourned Regular Meetings of the City Council and Redevelopment Agency held September 13, 2005. (Continued from November 22,2005) 2. COUNCIL RESOLUTION NO. 2005-410 AND REDEVELOPMENT AGENCY RESOLUTION NO. 1930, JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AUTHORIZING THE ADDITION OF ONE COMMUNITY DEVELOPMENT SPECIALIST II POSITION AND ONE SENIOR COMMUNITY DEVELOPMENT SPECIALIST POSITION TO THE COMMUNITY DEVELOPMENT DEPARTMENT AND APPROPRIATING FUNDS THEREFOR (4/5THS VOTE REQUIRED) The Community Development Department has identified a need to add two staff positions; one to address requirements associated with the receipt of federal grant funds and the second to meet current and anticipated housing demands. Revenue sources outside the General Fund have been identified for both positions. (Assistant City Manager Smith/Director of Community Development) Staffrecommendation: Council/Agency adopt the resolution. //3-/ ACTION: Council/Agency/Housing Authority Member Rindone moved to approve staff's recommendations and offered the Consent Calendar, headings read, texts waived, with the minutes of August 9,2005 amended to reflect Council/Agency/Housing Authority Member Davis' absence as excused. The motion carried 4-0. ITEMS PULLED FROM THE CONSENT CALENDAR There were none. PUBLIC COMMENTS There were none. OTHER BUSINESS 3. CITY MANAGERlDIRECTOR'S REPORTS There were none. 4. MA YORlCHAIR'S REPORTS There were none. 5. COUNCIL/AGENCY/AUTHORITY MEMBERS' COMMENTS There were none. ADJOURNMENT At 6:13 p.m., Mayor/Chair Padilla adjourned the Housing Authority until further notice and the Redevelopment Agency to a Regular Meeting on December 20,2005, at 6:00 p.m., immediately following the City Council Meeting, in the Council Chambers. CfeJ;~~ Senior Deputy City Clerk Page 2 - It. CounciVRDA/HA Action Agenda http://www.chulavistaca.gov //.3- ~ December 6, 2005 JOINT REDEVELOPMENT AGENCY JCITY COUNCIL AGENDA STATEMENT ITEM NO.: MEETING DATE: ') ,-x../ 1 !1 0106 ITEM TITLE: RESOLUTION APPROPRIATING FUNDS FOR AN AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO SERVE AS FINANCIAL ADVISORS; RESOLUTION WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ECONOMIC & PLANNING SYSTEMS; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING FUNDS THEREFORE RESOLUTION WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ROSENOW SPEV ACEK GROUP; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING FUNDS THEREFORE SUBMITTED BY: REVIEWED BY: ASSISTANT CITY, jv\ANAGER/DIRECTOR DEVELOPMENT Cdt&Y' DIRECTOR OF FINANCE 1 TREASURER v/]l CITY MANAGER, EXECUTIVE DIRECTOR OF COMMUNITY 4/5THS VOTE: YES 0 NO D BACKGROUND The City of Chula Vista is entering a critical time period in which the Council will consider many interrelated financial decisions affecting Western Chula Vista. Under Council leadership, numerous significant projects are underway that demand comprehensive financial analysis and development of key strategic positions. These include the Urban Core Specific Plan and resulting public facilities financing needs, the Bayfront planning efforts, the five Exclusive Negotiating Agreements for Development in the Urban Core, the potential dismantling of the Power Plant and the overall continued efforts to revitalize Western Chula Vista. The City departments that are managing key projects are using different consulting firms each with a particular and critical expertise. This proposal brings together those consulting firms under the leadership of the City's Finance Director to gain strategic alignment on the City's financial and economic development goals for the City's Westside. In addition to the work each of these firms is 2-1 PAGE 2, ITEM NO,: MEETING DATE: 2- 1/10/06 now under contract to perform, they will be asked to provide analysis of marketing, financial, and organizational direction related to the specific projects and programs now underway in Chula Vista and to provide strategic and procedural advice on inter- jurisdictional financial and governance agreements, such as Bayfront, from an integrated perspective. staff is proposing a new contract with Harrell & Co., and amendments to existing contracts with EPS and RSG, for ongoing professional services on an as-needed basis with the City and Redevelopment Agency for consultation on City and Redevelopment projects, financing strategies and general fiscal and economic consulting services. RECOMMENDATIONS That Council and the Agency: 1 . Adopt the joint resolution appropriating $10,000 from the available balance in the General Fund in fiscal year 2006, to the Finance Department. supplies and services category, and $10,000 from the available balance of the Redevelopment Agency Merged Project Area Fund in fiscal year 2006 to the supplies and services category, for an agreement with Harrell & Company Advisors, LLC to serve as financial advisors to the City and Redevelopment Agency. 2. Adopt the joint resolution approving the first amendment to the agreement with Economic & Planning Systems, authorizing the Mayor to execute the amendment, and appropriating $32,500 from the available balance of the General Fund in fiscal year 2006 to the Finance Department, supplies and services category, and $32,500 from the available balance of the Redevelopment Agency Merged Project Area Fund in fiscal year 2006, to the supplies and services category. 3. Adopt the joint resolution approving the first amendment to the agreement with Rosenow Spevacek Group, authorizing the Mayor to execute the amendment, and appropriating $50,000 from the available balance of the Redevelopment Agency Merged Project Area Fund in fiscal year 2006, to the supplies and services category. BOARDS/COMMISSIONS RECOMMENDATIONS Not applicable. DISCUSSION This team will provide the City and Redevelopment Agency expertise in real estate economics, pro forma and fiscal impact analyses and project specific advice on 2-2 PAGE 3. ITEM NO.: MEETING DATE: 2- 1/10/06 redevelopment activities. Staff is recommending the following three consulting firms for this team. each with their own distinct and unique areas of expertise and scope: . Harrell & Company Advisors. LLC ["Harrell & Co.") - Suzanne Harrell. the principal representative of Harrell & Co.. has served as financial advisor on the 2000 Tax Allocation Bonds for the Redevelopment Agency and various City Certificates of Participation over the past 5 years. Ms. Harrell entered into a contract with the City on December 5. 2000. to serve as the City's financial advisor in relation to the financing of the Civic Center Project. Ms. Harrell is currently assisting in the second phase of Civic Center financing with an estimated fee of approximately $50.000. which will be based on the final par value of the bonds. In addition. on March 22. 2005. the City Council authorized a contract with Ms. Harrell. for a fixed fee of $10.000 to update the Redevelopment Agency's Financial Plan incorporating recent changes in the project areas and assessing potential financial impacts related to the dismantling of the power plant. Her expertise in redevelopment financing will be beneficial as various funding options are discussed. The City's Purchasing Agent has determined that the informal consultant selection procedure should be waived. as set forth in Municipal Code Sections 2.56.110.D/2.56.090.B.2. because Consultant has satisfactorily served as financial advisor on the 2000 Tax Allocation Bonds for the Redevelopment Agency and various City Certificates of Participation over the past five years; is in the process of updating the Agency's Financial Plan; and. is familiar with the project areas and potential fiscal impacts on the City. . Economic & Plannina Systems ["EPS") - EPS is currently under contract to advise the City of Chula Vista on economic and financial issues related to the Chula Vista Bayfront Master Plan (CVBMP). This amendment would expand their role to cover other projects in Western Chula Vista as they arise. Expanding the scope to include all of Western Chula Vista would improve coordination and continuity when preparing financial analysis on the various projects. . Rosenow Spevacek Group ("RSG") - The Redevelopment Agency currently has RSG under three separate contractual agreements for a number of redevelopment services and activities (e.g.. five-year implementation plan updates. redevelopment feasibility study, Education Revenue Augmentation Fund extensions. redevelopment plan amendments. project area committee activities, etc.). This contract amendment would expand their role to cover additional project-level services and responsibilities in Western Chula Vista as they arise and would improve coordination and continuity when preparing financial analysis on the various projects. 2-3 PAGE 4, ITEM NO.: MEETING DATE: 2- 1/10/06 The purpose of the proposed fiscal and economic consultant team is to provide the City and Redevelopment Agency comprehensive support and expertise that furthers the City's redevelopment and revitalization efforts in Western Chula Vista. Professional services from the three proposed firms will include: . Financial and Economic strategies (Harrell & Co., EPS, RSG) o Formulation of comprehensive public/private financing strategies and implementation plans o Tax increment projections and financing strategies o Strategic and procedural advice on developer solicitation, selection, and negotiations . Project-Level Support and Expertise (EPS, RSG) o Project cash flow modeling o Market study and project pro forma analysis o Fiscal impact modeling o Project financing strategies and structuring o Project negotiation support o Preparation of summary reports and other required documents pursuant to California Health and Safety Code Section 33433 Harrell & Company Harrell & Company has submitted a proposal to provide Cash Flow Planning and other financial advisory services on an "as-needed" basis. The City will pay only for productive hours authorized by and received to the satisfaction of the City. The City's Finance Director will be the project manager and, because of the dollar amount involved ($20,000). the City's Purchasing Agent will execute the agreement. Economic & Plannina Systems EPS has submitted a proposal to provide expertise in real estate economics, fiscal analysis, and comprehensive public/private financing strategies for development projects in Western Chula Vista. Like Harrell & Company, EPS will be providing services on an "as-needed" basis. EPS is currently providing financial consulting services related to the Chula Vista Bayfront Master Plan (CVBMP) and has committed the same project team for any additional work performed. The City's Finance Director will act as project manager for this agreement. EPS was selected to conduct work on the Urban Core Specific Plan as the result of a competitive selection process; has performed satisfactorily; has experience in support of the CVBMP; and, has unique qualifications to provide continuity in administration of economic programs within the Western Chula Vista development area. The additional scope being proposed is a natural extension of previous work and work currently in 2-4 PAGE 5, ITEM NO.: MEETING DATE: '2- 1 /l 0/06 progress and it would be impractical to solicit formal proposals. Also, based on the Consultant's experience and expertise with fiscal and economic programs, their knowledge of the kinds of private ventures envisioned for the Bayfront and within Western Chula Vista, staff believes that the City's interest would be materially better served by waiving the consultant selection process. Staff therefore recommends that Council waive the formal consultant selection process and approve this amendment which increases the original agreement from $44.480 to $109.480. Rosenow Spevacek Group Council has previously approved agreements with RSG for a combined total of $98,000. It is recommended that Council authorize an additional $50,000 to ensure that work programs and activities in the Western Chula Vista Development area are in compliance with California Community Redevelopment Law. RSG has performed satisfactorily on a variety of past redevelopment plans and projects in Chula Vista, including the Bayfront/Town Centre Merged Project Area Plan, the Amended and Restated Redevelopment Plan for the Merged Project Area, the formation of Project Area Committees, and a number of Five Year Redevelopment Implementation Plans. RSG therefore possesses the background and knowledge to provide seamless support, and is also on the City's "Certified List of Economic Development & Redevelopment Consultants". As a result, the City's interest would be materially better served by waiving the consultant selection process. The additional scope being proposed is a natural extension of previous work and work currently in progress and it would be impractical to solicit formal proposals. It is therefore recommended that Council waive the formal consultant selection process and approve this amendment which increases the original agreement from $25,000 to $75,000. The City's Redevelopment Manager will continue as the project manager for this contract extension. The City's Finance and Community Development Departments will jointly work with the consultant team on the above efforts and tasks, including both high-level and long- range strategic planning endeavors, and project-level support and analysis. Detailed scopes. of work for each firm are contained in the attached draft agreements and amendments. In preparation for potential financial transactions, which may involve the issuance of debt for the purpose of financing certain major capital projects related to projects in western Chula Vista, including the Bayfront, the Finance Department will subsequently assemble a financing team, through the RFP process, to assist in the structuring of the transactions. The financing team will include a financial advisor, bond counsel and underwriter. 2-5 PAGE 6, ITEM NO.: MEETING DATE: FISCAL IMPACT 2- 1110/06 The financial analysis and consulting services performed will include both City and Redevelopment Agency projects. Therefore, the costs will be shared between the general fund and redevelopment agency. The net fiscal impact to the General Fund in fiscal year 2006 will be $42,500. The fiscal impact to the Redevelopment Agency Merged Project Area Fund in fiscal year 2006 will be $92,500. ATTACHMENTS , Attachment A - Current Agreement with Economic & Planning Systems Attachment B - Current Agreement with Rosenow Spevacek 2-6 JOINT RESOLUTION NO. 2006- JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROPRIATING FUNDS FOR AN AGREEMENT WITH HARRELL & COMPANY ADVISORS, LLC TO SERVE AS FINANCIAL ADVISORS WHEREAS, the City of Chula Vista is entering a critical time period in which the City Council will consider many interrelated financial decisions affecting Western Chula Vista; and WHEREAS, consideration of these fmancial decisions will require comprehensive financial analysis and development of key strategic positions; and WHEREAS, the City departments that are managing key projects relating to the revitalization of Western Chula Vista are using different consulting firms, each with a particular and critical expertise; and WHEREAS, staff anticipates that the creation of a fiscal economic consultant team, utilizing these consultants, will be vital to providing the City and the Redevelopment Agency comprehensive support and expertise in real estate economics, pro forma and fiscal impact analyses and redevelopment matters relating to the revitalization of the City's Westside; and WHEREAS, staff recommends the consulting firm of Harrell & Company Advisors, LLC ("Harrell & Co.") serve as a financing consultant for the redevelopment of the City's Wests ide; and WHEREAS, Harrell & Co. has previously served as financial advisor to the City and is familiar with the project areas and potential fiscal impacts on the City; and WHEREAS, Harrell & Co. has submitted a proposal to provide Cash Flow Planning and other financial advisory services relative to development of Western Chula Vista; and WHEREAS, staff is proposing a new contract with Harrell & Co. for the formulation of comprehensive public/private financing strategies and implementation plans; tax increment projections and financing strategies; and strategic and procedural advice on developer solicitation, selection, and negotiations; and WHEREAS, the City's Purchasing Agent has determined the informal consultant selection procedure should be waived, as set forth in Municipal Code Section 2.56.110, because Harrell & Co. has satisfactorily served as a financial advisor for the City and is familiar with the project areas and potential fiscal impacts to the City, making it impractical to solicit proposals and in the City's best interest to waive the process; and 2-7 WHEREAS, staff also requests an appropnatlon of funds in the amount of $10,000 from the available balance in the General Fund in fiscal year 2006 to the Finance Department, supplies and services category, and $10,000 from the available balance of the Redevelopment Agency Merged Project Area Fund in fiscal year 2006 to the supplies and services category, to fund the proposed agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council and Redevelopment Agency of the City of Chula Vista hereby approve the appropriation of funds requested by staff, as set forth in this resolution, to fund the financial services agreement with Harrell & Company Advisors, LLC. PRESENTED BY APPROVED AS TO FORM BY Maria Kachadoorian Director of Finance B'2wt~J genc 0 ~t~orney J:\AttorneyIRESOIREDEVELOPMEN1\AGMT WITH HARREL & CO. ADVISORS.doc 2-8 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL C:~:/~tU CIty Att~m:y Dated: I / ~ loCo I ( Agreement between the City of Chula Vista Redevelopment Agency and Harrell & Company Advisors, LLC for financial consulting services 2-9 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND HARRELL & COMPANY ADVISORS, LLC For financial consulting services related to development of tax increment projections and cash flow plans that address the funding of economic development projects of the City and Redevelopment Agency. This agreement ("Agreement"), dated January 10, 2006 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City of Chula Vista-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals Whereas, the City desires to obtain financial advisory services related to the Chula Vista Bayfront and Western Development areas; and, Whereas, the City requires assistance from a financing consultant in the development of a sound and practical financing plan to implement the financing by taking into consideration, program requirements, sources of capital funds, cash flow requirements, annual costs, the allocation of those costs, statutory requirements and restrictions; and, Whereas, the City's Purchasing Agent has determined, as authorized under Chula Vista Municipal Code Section 2.56.090.B.2 that the informal consultant selection procedure should be waived because Consultant has satisfactorily served as financial advisor on the 2000 Tax Allocation Bonds for the Redevelopment Agency and various City Certificates of Participation over the past five years; is in the process of updating the Agency's Financial Plan; and, is familiar with the project areas and potential fiscal impacts on the City; and, Whereas, Consultant warrants and represents that they are qualified to perform and deliver the services required of Consultant to City within the time frames herein provided and in accordance with the terms and conditions of this Agreement and; NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 2-10 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties". B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. 2-11 F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V' or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 8. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage"). Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Security for Performance. 2-12 (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License. Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by 2-13 Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from 2-14 delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. 2-15 D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not. acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of 2-16 or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement 2-17 has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor 2-18 City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 2-19 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue 2-20 This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. 2-21 JRN. 3.2006 3:28PM HRRRELL & CO. NO. 652 P.2/2 SIGNATURE PAGE TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND HARRELL & COMPANY ADVISORS, LLC FOR FINANCIAL CONSULTING SERVICES IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Attest: Redevelopment Agency Susan Bigelow, City Clerk . By: John P. Coggins, C.P,M, Purchasing Agent Approved as to form: Harrell & Company Advisors, LLC Ann Moore, City Attorney . Exhibit List to Agreement (X) Exhibit A 2-22 EXHIBIT A TO AGREEMENT BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND HARRELL & COMPANY ADVISORS, LLC 1. Effective Date of Agreement: January 10, 2006 2. City-Related Entity: (X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California ("City") 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: HARRELL & COMPANY ADVISORS, LLC 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership ( ) Corporation (X) Limited Liability Company 6. Place of Business, Telephone and Fax Number of Consultant: Harrell & Company Advisors, LLC The City Tower 333 City Boulevard West, Suite 1430 Orange, CA 92868 (714) 939-1464 (714) 939-1462 (FAX) 7. General Duties: Provide all necessary financial advisory services as may be required to assist in the development of tax increment projections and cash flow analysis that address the funding of economic development projects of the City and Redevelopment Agency. 2-23 8. Scope of Work and Schedule: A. Detailed Scope of Work: Consultant will be responsible for performing the following: Within the General Duties described above, Consultant shall perform all of the following to the satisfaction of the Director of FinancefTreasurer. Task 1-Review Tax Increment Projections In order to get a good understanding of the plan and financial structures that are being contemplated, Consultant will review materials that have been prepared for the Bayfront Master Plan, including the reports of Economics Research Associates. Consultant will carefully review the background information and analyses contained in the appendices of the technical memorandum prepared by Economic Research Associates and prepare a memorandum that highlights questions and issues requiring additional consideration. Task 2-0ngoing Analytical Support Consultant will provide ongoing analysis, strategic input and negotiation support as requested by the City for projects within the Redevelopment Project Areas. This work may include, but not be limited to: o Analysis of specific marketing, financial, and organizational issues related to the financing structure. o Analysis and response to concepts and refinements put forth by the Port or other stakeholders. o Strategic and procedural advice on inter-jurisdictional financial and governance agreements. B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: Delivery of item will be on an ongoing basis as needed. D. Date for completion of all Consultant services: 2-24 June 30,2006, unless otherwise extended at the sole discretion of the City. 9. Insurance Requirements: (X) Statutory Worker's Compensation Insurance (X) Employer's Liability Insurance coverage: $1,000,000. (X) Commercial General Liability Insurance: $1,000,000. (X) Errors and Omissions Insurance: $250,000 (not included in Commercial General Liability coverage). 10. Materials Required to be Supplied by City to Consultant: The City agrees to make available to Consultant, without cost, sufficient copies of any applicable reports, agreements, contracts, resolutions and other relevant documents regarding the issuer of the securities as reasonably may be required from time to time for the prompt and efficient performance by Consultant of its obligations hereunder. 11. Compensation: A. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) (X) Limitation without Further Authorization on Time and Materials Arrangement 2-25 At such time as Consultant shall have incurred time and materials equal to $20,000 ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Rate Schedule Category of FmploYE'!e Name of Con!'>IJltant Hourly RatE'! Principal Suzanne Q. Harrell $200 12. Materials Reimbursement Arrangement: None, compensation includes all costs. 13. Contract Administrators: City: Maria V. Kachadoorian, Director of FinancefTreasurer Consultant: Suzanne Q. Harrell, President. 14. Liquidated Damages Rate: Not applicable. 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (X) Not Applicable. Not an FPPC Filer. 16. () Consultant is Real Estate Broker and/or Salesman: Not applicable. 17. Permitted Subconsultants: Not applicable. 18. Bill Processing: Submitted in accordance with payment milestones set forth in Section 11, above. 19. Security for Performance: Not applicable. 2-26 First Amendment To the Original Agreement between the City of Chula Vista and Economic & Planning Systems, Inc. a California Corporation Recitals This Amendment is entered into effective as of January 10, 2006 by and between the Redevelopment Agency of the City of Chula Vista ("City) and Economic and Planning Systems, Inc., a California Corporation ("Consultant"), with reference to the following facts: WHEREAS, City and Consultant entered into an agreement on June 28, 2005 (the "Original Agreement") whereby Consultant was to provide independent economic advice in support of any future dealings regarding economic and fiscal relationships among the Port District, prospective tenants who would lease Port- controlled lands, the private owners of property within the Bayfront planning area and the City; and, WHEREAS, the Consultant would review materials prepared for the Bayfront Master Plan, including the reports of Economics Research Associates; and, WHEREAS, Consultant has extensive knowledge of the City's Bayfront Master Plan and the Urban Core Specific Plan, has proven expertise and commitment, is efficient and flexible in its work efforts, and has performed satisfactorily on the Original Agreement; and WHEREAS, the Consultant has experience and expertise with fiscal and economic programs, and has specific knowledge of the types of private ventures envisioned for the Bayfront and within western Chula Vista, such that, the City of Chula Vista's interests would be materially better served by waiving the consultant selection process. WHEREAS, the work contemplated by this Amendment is a natural extension of previous work and work currently in progress by the Consultant, such that, it would be impractical to solicit formal proposals. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties set forth herein, City and Consultant agree as follows: 1. Exhibit A, Section 8. A. of the OriGinal AGreement, entitled Detailed Scope of Work: the first paraGraph is amended as follows: Within the General Duties described above, Consultant and Sub Consultants shall perform all of the following to the satisfaction of the 2-27 Deputy Director of Comm\Jnity Development Director of Finance. Under direction of City Staff, and subject to refinement as a part of Task 1, specific tasks and sub-tasks will include: 2. Exhibit A. Section 8. A. Task 2 -Onqoinq Analytical and Neqotiation Support. Task 2 is hereby amended to read as follows: Consultant will provide ongoing analysis, strategic input and negotiation support as requested by the City for the Bayfront Master Plan and/or projects within Western Chula Vista. This work may include, but not be limited to: o Analysis of specific marketing, financial and organizational issues related to the financing structure; o Analysis and response to concepts and refinements put forth by the Port or other stakeholder; o Strategic and procedural advice on prospective developer and/or prospective Port tenant negotiations; o Fiscal and economic analyses of specific development concepts; o Strategic and procedural advice on inter-jurisdictional financial and governance agreements; and, o Assessment and specification of fees or other project-specific funding mechanisms. 3. Exhibit A. Section 8. A. Add the followinq text after the end of the section entitled. "Task 2 -Onqoinq Analvtical and Neqotiation SuPPort:" Task 3 - Development of Fiscal Impact Model. Consultant will develop a computer model suitable to analyzing the fiscal impacts of new development within the Bayfront Master Plan project area. The methodology and model shall fulfill the following criteria: o The model will be consistent in all aspects with the underlying assumptions and modeling techniques employed in the fiscal impact model developed as part of the City's General Plan Update dated January 2005, o The model will demonstrate how variation in static and variable 2-28 inputs affect fiscal costs and revenues for a given land use plan, o The model will present the net fiscal impacts by year through build out of the Bayfront project area, and o The model will allow for sensitivity analysis of the model's key variables. In developing the fiscal model generally described above, Consultant shall perform all of the following: I. Project Orientation 1.1 Consultant will meet with the City to obtain necessary background materials, and will review those materials as they relate to and affect the development of a fiscal impact model appropriate for the analysis of the Bayfront Master Plan project area. The materials include but are not limited to the City's budget, General Plan and other related policies that establish standards, the fiscal impact model developed as part of the City's General Plan Update, fiscal agreements with the County and other cities and agencies, development agreements, population and household projections, land use composition, infrastructure and public facilities inventory, and anticipated wage and benefit increases. II. Calculate net program costs 2.1 Utilizing the City's most recent budget information, Consultant will derive net program costs for general funded programs based upon existing conditions after adjusting for program revenues and overhead allocations. Consultant will separate fixed and variable costs. Consultant will summarize all discretionary revenue sources into fixed and variable components. III. Develop Fiscal Impact Model and Report 3.1 Consultant will summarize land use data into a matrix of input variables that can be used in fiscal modeling including land use type, acreage, and estimated square footage.3.2. 3.2 Consultant will derive dwelling unit, population and on-site employment estimates based upon household size factors, vacancy rates, and employment density factors. 2-29 3.3. Consultant will review and refine as necessary fiscal cost factors utilized in the fiscal model developed as part of the City's General Plan Update. Consultant will develop additional cost factors as required for completion of this model. The cost centers to be analyzed shall include, but not be limited to, police and fire services, and street and park maintenance. 3.4 Consultant will analyze market parameters and establish an absorption schedule by land use for the Bayfront Master Plan project area. 3.5 Consultant shall develop and/or refine existing special revenue models as needed to derive direct revenue estimates. This work shall include, but not be limited to, an analysis of local retail capture from households, employees, visitors, and other sources. 3.6 Consultant will estimate net fiscal expenditures and incremental discretionary revenues to the general fund at City buildout (or at the end of the analysis period). 3.7 Consultant will provide the City with a finalized computer model and 5 copies of a report detailing the methodology and underlying assumptions of the model. The report shall indicate the annual cash flow results for the Bayfront Master Plan project area so the City can understand how variances in project phasing may affect the City's fiscal resources. The computer model will be developed as a series of integrated Microsoft Excel spreadsheets. The sensitivity analysis will be incorporated into the computer model utilizing @ Risk software. A full print out of the model's outputs will be included as an appendix to the written report. 3. Exhibit A, Section 11. C. of the OriGinal AGreement. entitled Hourlv Rate ArranGement, is hereby amended to read as follows: For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) (X) Not-to-Exceed Limitation on Time and Materials Arrangement 2-30 Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $109,480 including all Materials, and other "reimbursables" ("Maximum Compensation"). This Maximum Compensation will be comprised of the following: Task 1 compensation: $13,920; all other compensation: not to exceed $95,560. Rate Schedule Managing Principal J. Musbach Principal Senior Vice President J. Edison Vice President Senior Technical Associate Senior Associate Associate M. Raffin Research Analyst II Research Analyst I Production and Administrative Staff $ $ $ $ $ $ $ $ $ $ 250 215 180 165 150 140 105 85 70 60 4. Exhibit A, Section 13 of the Original Agreement, entitled Contract Administrators, is hereby amended to read as follows: City: Maria Kachadoorian, Director of Finance James Hare, Deputy Community Development Director Consultant: James Musbach, Managing Principal, EPS, Inc. 5. Except as herein provided, all other provisions of the Original Agreement shall remain in full force and effect. -SIGNATURE PAGE FOllOWS- 2-31 an 04 06 06:02p Economic ~ Planning S~ste 510 841-9208 Signature Page To the First Amendment to The Agreement Between the City of Chula Vista and Economic and Planning Systems, Inc., A California Corporation For Professional Consultant Services In Witness Whereof, City and Consultant have executed this Second Amendment to the Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its term: Dated: ,2006 City of Chula Vista by: Steve Padilla, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: p.2 Page 6 I -.J 2-32 FIRST AMENDMENT TO THE ORIGINAL AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES Recitals This Amendment is entered into effective as of January 10, 2006, by and between the Redevelopment Agency of the City of Chula Vista ("City") and Rosenow Spevacek Group Inc. ("Consultant"), with reference to the following facts: WHEREAS, the City and Consultant entered into an agreement on Juiy 19, 2005 (Original Agreement) for professional consulting services, including processing ordinances required to secure Educational Revenue Augmentation Fund (ERAF) extensions for eligible project areas, amending the Merged BayfronUTown Centre I Project Area Plans to delete land use designations and defer to the proposed General Plan Update and Urban Core Specific Plan, and reestablishing the Project Area Committee for the Added Area Redevelopment Project; and WHEREAS, ongoing analytical and negotiation support for projects within western Chula Vista is needed; and WHEREAS, there is a limited market for this type of expertise and Consultant has the qualifications and experience, and satisfactory work performance on this and previous redeveiopment consultant assignments in the City of Chula Vista; and WHEREAS, the work contemplated by this Amendment is a natural extension of previous work and work currently in progress by the Consultant, such that, it would be impractical to solicit formal proposals; and WHEREAS, RSG has performed satisfactorily on a variety of past redevelopment plans and projects in Chula Vista, including the BayfronUTown Centre Merged Project Area Plan, the Amended and Restated Redevelopment Plan for the Merged Project Area, the formation of Project Area Committees, and a number of Five Year Redevelopment Implementation Plans. RSG therefore possesses the background and knowledge to provide seamless support, and is also on the City's "Certified List of Economic Development & Redevelopment Consultants." As a result, the City of Chula Vista's interests would be best served by waiving the formal consultant selection process. NOW, THEREFORE, in consideration of the recitals and the mutual obligation of the parties set forth herein, City and Consultant agree to revisions to specific sections of Exhibits A and B to the Original Agreement as follows (all other terms and conditions of the Original Agreement remain unchanged). 1. EXHIBIT A, Section 7, entitled "General Duties," is hereby amended to read: General Duties: 2-33 Consultant shall assist the City to: A. Process the ordinances required to secure the Educational Revenue Augmentation Fund (ERAF) extensions for eligible project areas; B. Amend the Merged BayfrontITown Centre I Project Area Plans to delete land use designations, and defer to the proposed General Plan Update and Urban Core Specific Plan; C. Reinstitute the Project Area Committee (PAC) for the Added Area Redevelopment Project; and D. Conduct ongoing analytical and negotiation support for projects within western Chula Vista. 2. EXHIBIT A, Section 8, Paragraph D, entitled "Date for Completion of All Consultant Services," is hereby amended to read: Date for Completion of All Consultant Services: Two years from the effective date of Agreement, or acceptance of all deliverables by the City, whichever occurs last. 3. EXHIBIT A, Section 11, Paragraph A, entitled "Not-to-Exceed Limitation on Time and Materials Arrangement," is hereby amended to read: Not-to-Exceed Limitation on Time and Materials ArranQement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $75,000. This Maximum Compensation shall be allocated to the tasks specified in the detailed scope of work (Exhibit B) as follows: Tasks 1 through 3: not-to-exceed $25,000; Task 4: not-to-exceed $50,000. 4. Section 4 is added to EXHIBIT B to read: Ongoing Analytical and Negotiation Support Consultant shall provide ongoing analysis, strategic input, and negotiation support as requested by the City for projects within western Chula Vista. This work may include. but not be limited to: . Tax increment projects based on financial pro forma evaluations submitted by developers; . Preparation of summary reports and other required documents pursuant to California Health and Safety Code Section 33433; 2-34 . Analysis of specific marketing, financial, organizational issues related to the financing structure of projects; . Strategic and procedural advice on prospective developer negotiations; . Fiscal and economic analyses of specific development concepts; . Assessment and specification of fees or other project-specific funding mechanisms. [SIGNATURE PAGE FOllOWS] 2-35 01/04/2006 WED 10:29 FAX 760 777 7100 City of La Quinta Pub,Wk 61/6412666 15:11 6194765316 CITY OF CHULA VISTA SIGNATURE PAGE TO FIRST AMENDMENT TO THE ORIGINAL AGREEMENT BETWEEN. THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES ~004/004 J-'AGC. 03/63 IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and. Indicate their full and complete consent to Its lenns: Dated: Attest: ,2006 City of Chula Vista by: Steve Padilla, Mayor Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attomey Dated: Rosenow Speva By: Kathleen Rose ow Principal 2-36 , JOINT RESOLUTION NO. JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ECONOMIC & PLANNING SYSTEMS; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING THE FUNDS THEREFORE WHEREAS, The City of Chula Vista is entering a critical time period in which the City Council will consider many interrelated financial decisions affecting Western Chula Vista; and WHEREAS, consideration of these financial decisions will require comprehensive financial analysis and development of key strategic positions; and WHEREAS, the City departments that are managing key projects relating to the revitalization of Western Chula Vista are using different consulting firms, each with a particular and critical expertise; and WHEREAS, staff anticipates that the creation of a fiscal economic consultant team, utilizing these consultants, will be vital to providing the City and the Redevelopment Agency comprehensive support and expertise in real estate economics, pro forma and fiscal impact analyses and redevelopment matters relating to the revitalization of the City's Westside; and WHEREAS, the consulting firm of Economic & Planning Systems ("EPS") is currently providing financial consulting services related to the City's Bayfront Master Plan ("CVBMP"), has committed the same project team to perform additional work, and has submitted a proposal to provide expertise in real estate economics, fiscal analyses, and comprehensive public/private financing strategies for development projects in Western Chula Vista; and WHEREAS, EPS was selected to conduct work on the City's Urban Core Specific Plan as the result of a competitive bid process, has performed satisfactorily, has experience with the CVBMP, and has unique qualifications to provide continuity in administration of economic programs in Western Chula Vista; and WHEREAS, staff recommends EPS serve as a consultant on economic and financial issues related to the Western Chula Vista; and 2-37 WHEREAS, on June 28, 2005, EPS entered into an agreement with the Redevelopment Agency of the City of Chula Vista (the "Original Agreement"); and WHEREAS, staff is proposing the approval of a first amendment to the Original Agreement expanding EPS' scope of work consistent with this Resolution and, increasing the Original Agreement with EPS from $44,480 to $89,480; and WHEREAS, staff recommends Council waive the formal consultant selection process of Municipal Code Section 2.56.110 as impractical as EPS' anticipated scope of work would be a natural extension of its previous and on-going work for the City, making it impractical to solicit formal proposals; and. WHEREAS, staff further recommends that the City's interests would be materially better served by waiving the formal consultant selection process because of EPS' experience and expertise with fiscal and economic programs and knowledge of the types of private ventures envisioned by the City for Western Chula Vista. NOW, THEREFORE, BE IT RESOLVED that the City Council and Redevelopment Agency of the City of Chula Vista hereby approve the First Amendment to the Original Agreement with Economic & Planning Systems to serve as financial and economic advisors. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby authorized to execute said First Amendment to the Original Agreement on behalf of the City and Agency. BE IT FURTHER RESOLVED that the City Council and Redevelopment Agency of the City of Chula Vista hereby approve the appropriation of funds requested by staff, as set forth in this resolution. PRESENTED BY APPROVED AS TO FORM BY Maria Kachadoorian Director of Finance '~~1gd ~; y :t~orney J:\AttorneyIRESOIREDEVELOPMENT\l ,." AMNDMT TO AGREEMENT WITH EXONOMIC & PLNG SYSTEMS 2-38 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL ~,qiJ.4j 7r..f.n oare 1't:l:ty Attorney Dated: I / f:i 10 (p ~ I The first Amendment to Agreement between the City of Chula Vista and Economic & Planning Systems, Inc. for consulting services re: Bayfront Master Plan and attendant development 2-39 ATTACHMENT A ~. .lv' L":J ~ Agreement between City of Chula Vista aud ECONOMIC & PLANNING SYSTEMS, INC. For the provision of Consulting Services consisting of economic evaluation and strategic support for the City in the matter of the Bayfront Master Plan and attendant development proposals. This agreement ("Agreement"), dated June 28, 2005 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph I is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals WHEREAS, the City has entered into a Memorandum of Understanding with the San Diego Unified Port District ("Port") for cooperative joint planning with the objective of producing and adopting a Bayfront Master Plan ("Master Plan"); and WHEREAS, from that cooperative joint planoing effort it is apparent that economic and fiscal relationships among the Port, prospective tenants who would lease Port-controlled lands, the private owners of property within the Bayfront planning area and the City will be necessary to carry out any future plan for this area; and 'WHEREAS, the Port has entered into a contract with an economic expert, Economic Research Associates, for the purpose offorecasting the feasibility of private development and the fiscal effects of development on the Port and the City; and, WHEREAS, the progress of the cooperative joint planning effort and the status of the Master Plan has contributed to at least one unsolicited proposal to the Port by a prospective tenant, and that other such transactions affecting the assumptions and findings of the Port's economic expert are anticipated; and, WHEREAS, the City has particular interest in more fully understanding the models and results assembled by the Port's expert and seeks independent economic advice in support of any future dealings regarding economic and fiscal relationships among the Port, prospective tenants who would lease Port-controlled lands, the private owners of property within the Bayfront planning area and the City; and, C:\DOCUME-1\jim\lOCALS-1\Temp\BayfrontContractEPs-.FinaISigVersian. doc: Pagel 2-40 ATTACHMENT A .~~;\_S, !h.e_ <;:~ty ]1~ ""gag"c1 !be(;:q"s1l1~t)!' _olh"! _,,:o_rlc J~)a;,)!,~]u~~nK ap!,ly~is _ _ _ -1 Fonnotted of the City's Growth Management program, and analysis of proposals by the Sweetwater Union Higb School District, both of which are unrelated to the Bayfront Master Plan both in terms of the particular service being rendered and the location within the City of the property subject to the tasks, and as such this contract is a separate agreement not in excess of the purchasing limits set forth in Municipal Code Section 2.56.110; and WHEREAS, Chula Vista Municipal Code Section 2.56.090.B.2 allows for waiving of competitive bidding process where the Purchasing Agent determines that the competitive bidding requirements are impractical, impossible or that City interests would be materially better served by applying a different purchasing procedure; and WHEREAS, the Consultant is uniquely qualified to serve as the Consultant for this contract based on the firm's experience and expertise with fiscal and economic programs, their knowledge of the kinds of private ventures envisioned for the Bayfront Master Plan, and their ability to translate their experience) expertise and lmowledge into clear action recommendations; and WHEREAS, all other consulting firms on the City's pre-qualified list of economic development and redevelopment consultants are either not as well qualified in the particular area of service required or have conflicts of interest in their work for other parties to the Bayfront Master Plan; and WHEREAS, an urgency to select a contractor for the work described has arisen due to the nature of an unsolicited proposal to the Port by a prospective tenant which would make it impractical to solicit additional bids; and WHEREAS, urgency of need, the qualifications of the Consultant and the particular tasks to be undertaken make competitive bidding impractical and, thus, pursuant to CYMC Section 2.56.090.B.2, that process is hereby waived and the Consultant is selected on the basis of the foregoing recitals; and WHEREAS, Consultant warrants and represents that they are experienced and staffed in a manner such that they are and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS~FinaISigVersion.doc Page 2 2-41 Consultant shalJ perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties". B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the. time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does TIot, except at the option of the City, operate to terminate this Agreement. C. Reductions iu Scope of Work City may independently, or upon request from Consultan~ from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the fonowing insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of !tA, Class V" or better, or shall meet with the approval of the City: C:\DOCUME-1~im\LOCALS-1\Temp\BayfrontContractEPS-FinaISlgVersion.doc 2-42 ATTACHMENT A Pagl:3 Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as. an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage"). Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage (I) Certificates ofInsurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Security for Performance (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performanc~ Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS.FinaISlgVersion. doc 2-43 ATTACHMENT A Page 4 an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after . authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmarklt next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder C:\DOCUME-1~im\LOCALS-1\Temp\8ayfrontContractEPS~FinaISigVersion.doc 2-44 ATTACHMENT A PageS is proper, .and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is aclrnowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in per- formance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate"). Time extensions for delays beyond the consultantts control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer If Consultant is designated on Exhibit A, Paragraph IS, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph IS of Exhibit A, or if none are specified, then as determined by the City Attorney. C;\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FinaISigVersion.doc Page 5 2-45 ATTACHMENT A B. Decline to Participate Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultanfs position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant 'Will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohihited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultanfs which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant1s employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), otber than as listed in ExhihitA, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's peIformance of this Agreement. Consultant promises to advise City of any such promise that may he made during the Term of this Agreement, or for 12 months thereafter. C:\DOGUME-1\jim\LOCALS-1\Temp\BayfrontContractEP&-FinaISigVersion.doc 2-46 ATTACHMENT A Page 7 Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. With respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FinaISlgVersion.doc Page S 2-47 ATTACHMENT A other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as 'TPermitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics. forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions ofthe Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. Pag=9 C:\DOCUME-1 \jim\LOCAlS-1\Temp\BayfrontContractEPS-FinaISigVersion.doc 2-48 ATTACHMENT A 13. Independent Contractor City is interested only in the results obtained and Consultant sball perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall he entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS.FinaISigVerslon. doc Page 10 2-49 ATTACHMENT '" Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nOT any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has Jegal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing LawNenue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. [end of page. next page is signature page.] C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FinaJSigVersion.doc Page 11 2-50 ATTACHMENT A Signature Page to Agreement between City of Chula Vista and ECONOMIC & PLANNING SYSTEMS, INC. For the provision of Consulting Services required for preparation of the Urban Core Specific Plan Implementation Program. IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: Dated: "1/' ~ , 2005 City of Chula Vista Attest: 1 , / 1\' ksusan Bigelow, C' Clerk ti~lY Dated:~ Economic & Planning Systems, Inc. By:~~;g ,.0.qf~/ Jam usbach, Managing PrincipaY1 Exhibit List to Agreement (X) Exhibit A. C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FlnaISigVerslon.doc Page 12 2-51 ATTACHMENT A GJL r \~ Exhibit A to Agreement between City of Cbula Vista and Economic & Planning Systems, Inc. 1. Effective Date of Agreement: (ADD EFFECTNE DATE, OR "Date Agreement is last executed") . 2005 2. City-Related Entity: o City ofChula Vista, a municipal chartered corporation of the State of California ex ) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California ( ) Industrial Development Authority of the City of Chula Vista, a () Other: form] , a [insert business ("City") 3. Place of Business for City: City of Chula Vista 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: Economic & Planning Systems, Inc. 5. Business Form of Consultant: ( ) Sole Proprietorship ( ) Partnership (X) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: 2501 Ninth Street, Suite 200 Berkeley, California 94710-2515 C:\DOGUME-1\jim\LOCALS-1\Temp\BayfrontCantractEPS-FinaISigVerslon.doc Page 13 2-52 ATTACHMENT 8. Phone: 510-841-9190 Fax: 510-841-9208 7. General Duties: Consultant will review the fiscal and economic projections which have been produced for the Bayfront Master Plan, and suggest changes or input to those projections. Consultant will provide independent economic advice to City staff regarding economic and fiscal relationships among the Port, prospective tenants who would lease Port-controlled lands, the private owners of property within the Bayfront planning area and the City 8. Scope of Work and Schedule A. Detailed Scope of Work Within the General Duties described above, Consultant and Sub Consultants shall perform all of the following to the satisfaction of the Deputy Director of Community Development. Under direction of City staff, and subject to refinement as a part of Task I, specific tasks and sub-tasks tasks will include: Task I-Review Planning Economics Materials In order to get a good understanding of the plan and financial structures at are being contemplated, Consultant will review materials that have been prepared for the Bayfront Master Plan, including the reports of Economics Research Associates. Consultant will carefully review the background information and analyses contained in the appendices of the technical memorandum prepared by Economic Research Associates and prepare a memorandum which highlights questions and issues requiring additional consideration Task 2-Ongoing Analytical and Negotiation Support Consultant will provide ongoing analysis, strategic input and negotiation support as requested by the City for the Bayfront Master Plan andlor projects within the planning area. This work may include, but not be limited 10: o Analysis of specific marketing, financial and organizational issues related to the financing structure; o Analysis and response to concepts and refinements put forth by the Port or other stakeholder o Strategic and procedural advise on prospective developer andlor prospective Port tenant negotiations o Fiscal and economic analyses of specific development concepts; o Strategic and procedural advice on inter-jurisdictional financial and governance agreements; and, C:\DQCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPSwFinaISigVersion.doc Page 14 2-53 ATTACHMENT 8 o Assessment and specification of fees or other project- specific funding mechanism B. Date for Commencement of Consultant Services: (X) Same as Effective Date of Agreement ( ) Other: C. Dates or Time Limits for Delivery of Deliverables: N/A Task I: 30 days. Task 2: As assigned and agreed. D. Date for completion of all Consultant services: July 3 1,2006 9. Insurance Requirements: (X) Statutory Worker's Compensation Insurance (X) Employer's Liability Insurance coverage: $1,000,000. (X) Commercial General Liability Insurance: $1,000,000. ( ) Errors and Omissions insurance: None Required (included in Commercial General Liability coverage). (X) Errors and Omissions Insurance: $250,000 (not included in Commercial General Liability coverage). 10. Materials Required to be Supplied by City to Consultant: All reports and attachments of the analysis preformed by Economic Research Associates, dated May 26, 2005, as part of the cooperative joint planning of the Bayfront Master Plan 11. Compensation: A. () Single Fixed Fee Arrangement. For performance of all of the Defined Services by Consultant as herein required, City shall pay a single fixed fee in the amounts and at the times or milestones or for the Deliverables set forth below: Single Fixed Fee Amount: , payable as follows: Milestone or Event or Deliverable Amount or Percent afFixed Fee C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FinaISigVersion.dac Page 15 2-54 ATTACHMENT A ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to eacb interim payment such that, at the end of the phase, the full retention has been held back from the compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that said percentage of completion of the phase has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of payment. B. () Phased Fixed Fee Arrangement. For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated wit)! each phase of Services, in the amollnts and at the times or milestones or Deliverables set forth. Consultant shall not commence Services under any Phase, and shall not be entitled to the compensation for a Phase, unless City shall have issued a notice to proceed to Consultant as to said Phase. Phase Fee for Said Phase 1) $ ( ) 1. Interim Monthly Advances. The City shall make interim monthly advances against the compensation due for each phase on a percentage of completion basis for each given phase such that, at the end of each phase only the compensation for that phase has been paid. Any payments made hereunder shall be considered as interest free loans which must be returned to the City if the Phase is not satisfactorily completed. If the Phase is satisfactorily completed, the City shall receive credit against the compensation due for that phase. The retention amount or percentage set forth in Paragraph 19 is to be applied to each interim payment such that, at the end of the phase, the full retention has been held back from the C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontcontractEPS-FinaISlgVersion.doc Page 16 2-55 ATTACHMENT 1\ ATTACHMENT A compensation due for that phase. Percentage of completion of a phase shall be assessed in the sole and unfettered discretion by the Contracts Administrator designated herein by the City, or such other person as the City Manager shall designate, but only upon such proof demanded by the City that has been provided, but in no event shall such interim advance payment be made unless the Contractor shall have represented in writing that ,aid percentage of completion of the pha,e has been performed by the Contractor. The practice of making interim monthly advances shall not convert this agreement to a time and materials basis of pa)'TIlent. C. (X) Hourly Rate Arrangement For performance of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said Services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: (1) (X) Not-to-Exceed Limitation on Time and Materials Arrangement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $44,480 including all Materials, and other "reimbursablesll ("Maximum Compensation"). This Maximum Compensation will be comprised of the following: Task 1 compensation: $13,920; all other compensation: not to exceed $30,560. (2) () Limitation without Further Authorization on Time and Materials Arrangement At such time as Consultant shall have incurred time and materials equal to ("Authorization Limit"), Consultant shall not be entitled to any additional compensation without further authorization issued in -writing and approved by the City. Nothing herein shall preclude Consultant from providing additional Services at Consultant's own cost and expense. Rate Schedule Categorv of EmDlovee Managing Principal Senior Vice President Associate Production Staff Name of Consultant J. Musbach J. Edison M. Raffin Hourlv Rate $250 $180 $105 $60 C:\DOCUME-1\jim\LOCAlS-1\Temp\BayfrontContractEPS-FinaISigVersion.doc Page 17 2-56 ATTACHMENT A 12. Materials Reimbursement Arrangement For the cost of out of pocket expenses incurred by Consultant in the performance of services herein required, City shall pay Consultant at the rates or amounts set forth below: (X ) None, the compensation includes all costs. Cost or Rate ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) Reports, not to exceed $ Copies, not to exceed $ Travel, not to exceed $ Printing, not to exceed $ Postage, not to exceed $ Delivery, not to exceed $ Long Distance Telephone Charges, not to exceed $_. Other Actual Identifiable Direct Costs: not to exceed $ Cost + 15% Cost + 15% $O.32/mile Cost + 15% Cost + 15% Cost + 15% N/A Cost +15% 13. Contract Administrators: City: James Hare, Deputy Community Development Director Consultant: James Musbach, Managing Principal, EPS, Inc. 14. Liquidated Damages Rate: N/A ( )$_perday. ( ) Other: 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of lnterest Code: (X) Not Applicable. Not an FPPC Filer. ( ) FPPC Filer () Category No. 1. Investments and sources of inca me. ( ) Category No.2. Interests in real property. ( ) Category No.3. Investments, interest in real property and sources of income subject to the regulatory, permit or licensing authority of the department. C:\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEP5-FinalSigVerslon.doc Page IS 2-57 ( ) Category No.4. Investments in business entities and sources of income which engage in land development, construction or the acquisition or sale of real property. ( ) Category NO.5. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the City of Chula Vista (Redevelopment Agency) to provide services, supplies, materials, machinery or equipment. ( ) Category No.6. Investments in business entities and sources of income of the type which, within the past two years, have contracted with the designated employee's department to provide services, supplies, materials, machinery or equipment. ( ) Category No. 7. Business positions. ( ) List "Consultant Associatesll interests in real property within 2 radial rpiles of Project Property, if any: None 16. ( ) Consultant is Real Estate Broker and/or Salesman 17. Permitted Subconsultants: None 18. Bill Processing: A. Consultant's Billing to be submitted for the following period of time: (X) Monthly ( ) Quarterly ( ) Other: B. Day of the Period for submission of Consultant's Billing: (X) First of the Month ( ) 15th Day of each Month ( ) End of the Month ( ) Other: c. City's Account Number: To be assigned after agreement is processed 19. Security for Performance C;\DOCUME-1\jim\LOCALS-1\Temp\BayfrontContractEPS-FinaISigVersion.doc Page 19 2-58 ATTACHMENT f<. ( ) Performance Bond, $ ( ) Letter of Credit, $ ( ) Other Security: Type: Amount: $ (X) Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: (X) Retention Percentage: 10% ( ) Retention Amount: $ Retention Release Event: (X) Completion of All Consultant Services to the satisfaction of the Deputy Community Development Director. ( ) Other: C:\DOCUME-1\jlm\LOCALS-1\Temp\BayfrontContractEPS-FinaISigVersion.doc Page 20 2-59 ATTACHMENT f; JOINT RESOLUTION NO. 2006-- JOINT RESOLUTION OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA WAIVING THE FORMAL CONSULTANT SELECTION PROCESS AND APPROVING THE FIRST AMENDMENT TO THE AGREEMENT WITH ROSENOW SPEV ACEK GROUP; AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT; AND APPROPRIATING FUNDS THEREFORE WHEREAS, The City of Chula Vista is entering a critical time period in which the City Council will consider many interrelated financial decisions affecting Western Chula Vista; and WHEREAS, consideration of these financial decisions will require comprehensive financial analysis and development of key strategic positions; and WHEREAS, the City departments that are managing key projects relating to the revitalization of Western Chula Vista are using different consulting firms, each with a particular and critical expertise; and WHEREAS, staff anticipates that the creation of a fiscal economic consultant team, utilizing these consultants, will be vital to providing the City and the Redevelopment Agency comprehensive support and expertise in real estate economics, pro forma and fiscal impact analyses and redevelopment matters relating to the revitalization of the City's Westside; and WHEREAS, the consulting firm of Rosenow Spevacek Group ("RSG") has performed satisfactorily on a variety of past redevelopment plans and projects in the City, including the Bayfront/Town Centre Merged Project Area Plan, the Amended and Restated Redevelopment Plan for the Merged Project Area Plan and the formation of Project Area Committees; and WHEREAS, RSG possesses the background and knowledge to provide seamless support to the City regarding development of the Wests ide; and WHEREAS, on July 19, 2005, RSG entered into an agreement with the Redevelopment Agency of the City of Chula Vista ("the "Original Agreement"), for professional services in the amount of $25,000; and WHEREAS, staff has proposed the City amend the Original Agreement to expand the scope of work and increase the amount to $75,000 to ensure that work programs and activities in the Western Chula Vista Development area are in compliance with California Community Redevelopment Law; and 2-60 WHEREAS, staff has requested that the additional $50,000 be appropriated from the available balance of the Redevelopment Agency Merged Project Area Fund in FY2006, to the supplies and services category; and WHEREAS, staff recommends the informal consultant selection procedure should be waived, as set forth in Municipal Code Sections 2.56.110D, because, due to RSG's knowledge of the City, expertise in its field of expertise, and the nature of its on-going work with the City, a waiver would best serve the City's interest and it would be impractical to solicit proposals. NOW, THEREFORE, BE IT RESOLVED that the City Council and Redevelopment Agency of the City of Chula Vista hereby approve the First Amendment to the Original Agreement with Rosenow Spevacek Group to serve as financial and economic advisors. BE IT FURTHER RESOLVED that the City Council and Redevelopment Agency of the City of Chula Vista authorize the Mayor to execute the First Amendment to the Original Agreement. BE IT FURTHER RESOLVED that the City Council authorize the appropriation of funds requested by staff, as set forth above in this resolution. PRESENTED BY APPROVED AS TO FORM BY Maria Kachadoorian Director of Finance J:lAttorneyIRESOIREDEVELOPMENTlI'" AMNDMT TO AGREEMENT WITH EXONOMIC & PLNG SYSTEMS 2-61 THE ATTACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL q" :J:iPI ek",7 ftc~y Att~m:y 1 /~ /()~ ( C The first Amendment to Agreement between the City of Chula Vista Redevelopment Agency and Rosenow Spevacek Group, Inc. for consultant services Dated: 2-62 ATTACHMENT B AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES This agreement ("Agreement"), dated the 19th of July of 2005 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recitals WHEREAS, the City is seeking the services of a professional consultant to assist the City on a variety of redevelopment related work programs and activities; and WHEREAS, the Consultant was selected due to their extensive experience of working with the City on previous redevelopment project area adoptions, amendments, and work related programs and activities; and WHEREAS, the City is waiving the formal consultant selection process based on the limited market for this type of service, the Consultant's intimate knowledge of the City'S redevelopment project areas, and their satisfactory work performance on previous work programs and activities; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it is and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; Page 1 2-63 /""") -~ ATTACHMENT B NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. E. Standard of Care Page 2 2-64 ATTACHMENT B Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinariLY exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of nA, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry (nprimary Covel;"agen), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coveragen) . Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (l) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance. demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City Page 3 2-65 ATTACHMENT B demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Securitv for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City A. Consultation and Cooperation Page 4 2-66 ATTACHMENT B City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term. This Agreement shall terminate when the Parties have complied with all executory provisions hereof. 5. Liquidated Damages Page 5 2-67 ATTACHMENT B The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the cqmpletion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate") . Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City's Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. C. Search to Determine Economic Interests. Page 6 2-68 ATTACHMENT B Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement; D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Page 7 2-69 ATTACHMENT B Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant , its employees, agents or officers, or any third party. with respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. 8. Termination of Agreement for Cause Page 8 2-70 ATTACHMENT 8 If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. In that event, all 'finished or unfinished documents , data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. II, Assignability The services of Consultant are personal to the City, and Consultant shall not assign any interest in this Agreement, and Page 9 2-71 ATTACHMENT 8 shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this Page 10 2-72 ATTACHMENT B reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. good over Upon request by City, Consultant shall meet and confer in faith with City for the purpose of resolving any dispute the terms of this Agreement. 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, Page 11 2-73 ATTACHMENT B postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. Page 12 2-74 ATTACHMENT 8 SIGNATURE PAGE TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES IN WITNESS WHEREOF, City and Agreement thereby indicating that same, and indicate their full and Consultant have executed this they have read and understood complete consent to its terms: , 2005 Ci~. ))Ula Vista by. ~ Steve P dilla, Mayor Attest: Approved as to form: ~ ~ Moore, Clty 1- J/- tJ5 Rosenow Spevacek Group, Inc. By: /&vCuvll-- Kathleen Rosenow Principal Dated: Exhibit List to Agreement (X) Exhibit A. (X) Exhibit B. Page 13 2-75 ATTACHMENT B EXHIBIT A TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES 1. Effective Date of Agreement: July 19, 2005 2. City-Related Entity: () City of Chula Vista, a municipal chartered corporation of the State of California (X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California () Industrial Development Authority of the City of Chula Vista, a () Other: [insert business form] , a ("City") 3. Place of Business for City: Community Development Department City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 4. Consultant: Kathleen Rosenow, Principal Rosenow Spevacek Group, Inc. 5. Business Form of Consultant: ) Sole Proprietorship ) Partnership x) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: Rosenow Spevacek Group, Inc. 309 West 4~ Street Santa Ana, CA 92701 Page 14 2-76 ATTACHMENT B b: (714) 541-4585 f: (714) 541-1175 7. General Duties: Consultant shall assist the City to: A. Process the ordinances required Revenue Augmentation Fund (ERAF) project areas; to secure the Education extensions for eligible B. Amend the Merged Bayfront/Town Centre I Project Area Plans to delete land use designations and, defer to the proposed General Plan Update and Urban Core Specific Plan; and C. Reinstitute the Project Area Committee (PAC) for the Added Area Redevelopment Project; and 8. Scope of Work and Schedule: A. Detailed Scope of Work: See Exhibit B B. Date for Commencement of Consultant Services: x) Same as Effective Date of Agreement Other: C. Dates or Time Limits for Delivery of Deliverables: See Exhibit B D. Date for completion of all Consultant services: 180 days from the effective date of agreement or acceptance of all deliverables by Agency, whichever occurs last. 9. Insurance Requirements: (X) Statutory Worker's Compensation Insurance (X) Employer's Liability Insurance coverage: $1,000,000. () Commercial General Liability Insurance: $1,000,000. () Errors and Omissions insurance: None Required (included in Commercial General Liability coverage) . (X) Errors and Omissions Insurance: $250,000 (not included in Commercial General Liabilit~ coverage) . Page 15 2-77 ATTACHMENT g 10. Materials Required to be Supplied by City to Consultant: Under discretion of the Contract Administrator, any information, data, items, and materials Consultant requests access to for the purposes of achieving the objectives of this Agreement, which are not otherwise privileged or unavailable for disclosure. 11. Compensation: Hourlv Rate Arranqement For performance of all of the Defined Services by Consultant as herein required, City shall pay Consultant for the productive hours of time spent by Consultant in the performance of said services, at the rates or amounts set forth in the Rate Schedule herein below according to the following terms and conditions: A. Not-to-Exceed Limitation on Time and Materials Arranqement Notwithstanding the expenditure by Consultant of time and materials in excess of said Maximum Compensation amount, Consultant agrees that Consultant will perform all of the Defined Services herein required of Consultant for $25,000. B. Rate Schedule Fees shall be charged to the City on a time-and-materials basis for tasks performed under Exhibit B, entitled Scope of Work and Schedule, in accordance with the schedule of rates and charges outlined below: Position Billing Rate Principal $175 Senior Associate $145 Associate $125 Analyst $100 Research Assistant $80 Word Processor/Graphic Artist $60 Clerical $50 Page 16 2-78 ATTACHMENT 8 12. Materials Reimbursement Arrangement If the City requests for additional insured certificates, messenger services, overnight mail costs, and copies of reports, documents, notices, and support material in excess of five (5) copies, Consultant will charge these costs at actual expense, plus a 10% surcharge. 13. Contract Administrators: City: Eric Crockett, Redevelopment Manager Consultant: Kathleen Rosenow 14. Liquidated Damages Rate: Not Applicable 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (X) Not Applicable. Not an FPPC Filer. (X) List .Consultant Associates. interests in real property within 2 radial miles of Project Property, if any: None 16. Consultant is Real Estate Broker and/or Salesman: Not applicable 17. Permitted Subconsultants: Not applicable 18 Bill Processing: A. Consultant's Billing to be submitted for the following period of time: X) Monthly ) Quarterly ) Other: B. Day of the Period for submission of Consultant's Billing: X) First of the Month ) 15th Day of each Month ) End of the Month ) Other: C. City's Account Number: Page 17 2-79 ATTACHMENT B 19 Security for Performance Performance Bond, $ Letter of Credit, $ Other Security: Type: Amount: $ Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: Retention Percentage: Retention Amount: $ Retention Release Event: ( ) Completion of All Consultant Services ( ) Other: Page 18 2-80 ATTACHMENT B EXHIBIT B AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND ROSENOW SPEVACEK GROUP INC. FOR PROFESSIONAL CONSULTANT SERVICES SCOPE OF SERVICES Target completion date for all services: 180 days effective date of agreement, or acceptance deliverables by City, whichever occurs last. from the of all 1. Education Revenue Augmentation Fund (ERAF) Extension Consultant shall research California Redevelopment Law to determine which, if any, of the City'S redevelopment project areas are eligible to have their expiration date and/or ability to collect tax increment revenue extended. Consultant shall prepare the ordinances required to secure the ERAF extensions for eligible project areas, and shall detail the steps that must be taken to make other project areas eligible. 2. Amendments to the Bayfront/Town Centre I Merged Project Area Plan Consultant shall amend the Merged Bayfront/Town Centre I proj ect Area Plan to delete land use designations, and defer to the City's General Plan Update and Urban Core Specific Plan. The Consultant shall: A. Prepare Necessary Documents: Prepare the text amendment to the Redevelopment Plan and the Report to the City Council pursuant to Section 33352 of the California Redevelopment Law (CRL). B. Attend Community Forum Meetinq(s) conduct one or more community forum the joint public hearing. At tend and/ or meetings prior to C. Prepare Mailinq Lists: Prepare taxing entity, assessee, resident, business, and interested party mailing lists to be used for mailing all notices required by the CRL. D. Prepare Required Notices: Prepare all notices required by the CRL including, but not limited to: the notice 1 2-81 ATTACHMENT B pursuant to Section 33327 of the CRL; the published and mailed notice of community forum meeting (s); and the published and mailed notice of joint public hearing for property owners, businesses, residents and persons, firms or corporations which have acquired property within the Project Area from the City. E. Attend the Joint Public Hearinq: attend and present information hearing. If requested by staff, at the joint public F. Prepare reports prepare CRL. Staff Reports and Follow-up: Draft all staff needed to proceed with the amendment and follow-up correspondence as required by the G. Prepare Written Responses needed, prepare written objections received at the to Written Ob-iections: If responses to any written joint public hearing. 3. Reinstitute the Project Area Committee (PAC) for the Added Area Redevelopment Project Consultant shall assist the Added Area PAC. bylaws, and developing responsibilities. the City in its efforts to revive Work tasks include drafting PAC a framework for PAC roles and 2 2-82