HomeMy WebLinkAbout2008/05/13 Item 7
CITY COUNCIL
AGENDA STATEMENT
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
MAY 13,2008, Item--L
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AMENDING THE TWO-PARTY
AGREEMENT BETWEEN B-ADAIR CONSULTING &
ADMINISTRATIVE SERVICES AND THE CITY OF CHULA
VISTA TO ADMINISTER THE COMMUNITY HOUSING
IMPROVEMENT PROGRAM; AND AUTHORIZING THE
PURCHASING AGENT TO EXECUTE THE AMENDMENT
AND THREE ONE-YEAR OPTIONS TO EXTEND THE
AGREEMENT
ASSISTANT D~CTpR Qf REDEVELOPMENT AND
HOUSING ~/ I' ~
CITY MANAGER S /' -Fo,.... Dk:!' G;,
ASSISTANT CITY MANAGER S"
4/STHS VOTE: YES D NO ~
SUMMARY
As part of a commitment to improve the quality of life and longevity of low-income owner-
occupied households, the City has funded the Community Housing Improvement Program
("CHIP") to provide low-interest and deferred loans for health and safety-related repairs. In
2006, the City of Chula Vista solicited proposals for the management of the program
through a request for proposal process and as a result, in August 2006, entered into a two-
party agreement (the "Agreement", Attachment I) with B-Adair Consulting &
Administrative Services ("B-Adair"). This action amends the Agreement, increasing the
"Authorization Limit" to $81,250 through June 2009, and authorizes the purchasing agent
to execute three (3) additional one-year options to extend, for a maximum of $30,000
each (Attachment 2).
ENVIRONMENTAL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the activity is not a "Project" as defined under Section 15378 of the State CEQA
Guidelines; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the
activity is not subject to CEQA.
RECOMMENDATION
Adopt Resolution.
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MAY 13, 2008, Item~
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BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
In a Request for Proposals/Qualifications dated April 12, 2006, the City of Chula Vista
solicited proposals for the management of CHIP for one (1) year with five (5) one (1)
year options to extend and selected B-Adair Consulting & Administrative Services. B-
Adair is a sole proprietorship run by Brandy Adair, whom was selected due to her
intimate knowledge of federal grants and her extensive experience providing a variety of
support for grant programs and housing activities.
On August 25, 2006, the City entered into a contract with B-Adair for one (1) year with a
maximum compensation of $38,500. In 2007, the City extended the Agreement for one
year, pursuant to the Purchasing Agent's authority. Since entering into the contract on
August 25, 2006, B-Adair has worked with over 200 interested citizens, has
approximately 80 active files, has completed processing of 40 loans and additionally
revised program materials for $44,250, performing to contract requirements. The
implementation of the program is staff intensive and would have cost the Agency over
$160,000 in City staff time to provide the same level of service to the program and
beneficiaries.
City staff now desires to extend the Agreement through Fiscal Year 2009. To date, B-
Adair has earned $44,250 under the Agreement. Council authorization is being sought at
this time because the proposed Amendment would increase the contract amount above
the current Purchasing Agent limit of $50,000 for professional services. The action
tonight amends the existing Agreement to extend the term through 2009 and to authorize
three, one-year options to extend the Agreement. The Amendment will increase the
current "Authorization Limit" to $81,250, and will authorize the three additional one-year
options. Adoption of the Resolution authorizes the Purchasing Agent to exercise those
options, at a maximum expenditure of $30,000 per option year.
Scope of Work:
B-Adair Consulting & Administrative Services provides the following services:
. Review and process applications;
. Coordinates City staff to perform inspections, conduct CHIP committee meetings
and make contractor payments; and
. Complete all applicable documents in accordance with both grant fimding and
City requirements.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has determined that it is
not site specific and consequently the 500 foot rule found in California Code of
Regulations section 18704.2(a)(1) is not applicable to this decision.
FISCAL IMPACT
CHIP loans and administration are fimded through Community Development Block
Grant ("CDBG") fimds from the U.S. Department of Housing and Urban Development.
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Since contract execution, $44,250 has been expended on the B-Adair contract through the
initial contract and a one (1) year extension executed July 1, 2007. The action tonight
will encumber $7,000 in CDBG funds for FY 08 and $30,000 in CDBG funds for each of
the contract extension options thereafter. Fiscal Year 2008 funds are budgeted and
available in the existing budget. Future fiscal years will be budgeted through the annual
budget process.
ATTACHMENTS
1. Two Party Agreement
2. First Amendment to the Two Party Agreement
Prepared by: Stacey Kurz, Senior Project Coordinator. Redevelopment and Housing
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Attachment 1
AGREEMENT
BETWEEN
CITY OF CHULA VISTA
AND
B-ADAIR CONSULTING & ADMINISTRATIVE SERVICES
FOR
IMPLEMENTATION OF A
OWNER-OCCUPIED HOME IMPROVEMENT PROGRAM
This agreement ("Agreement"), dated August ;).5, 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-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 professional consultant services to assist the City
in implementing a owner-occupied home improvement program; and
WHEREAS, B-Adair Consulting & Administrative Services, was selected as
Consultant due to it's intimate knowledge of the HOME Investment Partnership Program
("HOME") and Community Development Block Grants ("CDBG"), her extensive
experience, and her ability to complete the services in a timely manner; and
WHEREAS, Consultant warrants and represents that they are experienced 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;
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Obliaatorv Provisions Paaes
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 perfonm 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 perfonm 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 tenminate 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 perfonmed 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 perfonming the Defined Services herein set forth, City may require
Consultant to perfonm 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 perfonm 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
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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 must procure insurance against claims for injuries to persons or
damages to property that may arise from or in connection with the performance of the
work under the contract and the results of that work by the consultant, his agents,
representatives, employees or subcontractors and provide documentation of same prior
to commencement of work. The insurance must be maintained for the duration of the
contract.
Minimum ScoDe of Insurance
Coverage must be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage
(occurrence Form CG0001)
2. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
4. Professional Liability or Errors & Omissions Liability insurance appropriate to
the consultant's profession. Architects' and Engineers' coverage is to be
endorsed to include contractual liability.
Minimum Limits of Insurance
Contractor must maintain limits no less than:
1. General Liability:
(Including operations,
products and completed
operations, as applicable.)
$1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability
insurance with a general aggregate limit is used, either the
general aggregate limit must apply separately to this
project/location or the general aggregate limit must be
twice the required occurrence limit.
2. Automobile Liability:
$1,000,000 per accident for bodily injury and property
damage.
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3. Workers' Compensation
Employer's Liability:
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
4. Professional Liability or
Errors & Omissions
Liability:
$ 1,000,000 each occurrence
$1,000,000 policy aggregate
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of the City, either the insurer will reduce or eliminate such
deduclibles or self-insured retentions as they pertain to the City, its officers, officials,
employees and volunteers; or the consultant will provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations, claim
administration, and defense expenses.
Other Insurance Provisions
The general liability, automobile liability, and where appropriate, the worker's
compensation policies are to contain, or be endorsed to contain, the following
provisions:
1. The City of Chula Vista, itsoft/cers, officials, employees, agents, and
volunteers are to be named as additional insureds with respect to liability
arising out of automobiles owned, leased. hired or borrowed by or on behalf of
the consultant, where applicable, and, with respect to liability arising out of work
or operations performed by or on behalf of the consultant's including providing
materials, parts or equipment fumished in connection with such work or
operations. The general liability additional insured coverage must be
provided in the form of an endorsement to the contractor's insurance using
ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement must
not exclude Products / Completed Operations coverage.
2. The consultant's General Liability insurance coverage must be primary
insurance as it pertains to the City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, or volunteers is wholly separate from the insurance
of the contractor and in no way relieves the contractor from its responsibility to
provide insurance.
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3. . Each insurance policy required by this clause must be endorsed to state that
coverage will not be canceled by either party, except after thirty (30) days'
prior written notice to the City by certified mail, retum receipt requested.
4. Coverage shall not extend to any indemnity coverage for the active negligence of
the additional insured in any case where an agreement to indemnify the
additional insured would be invalid under Subdivision (b) of Section 2782 of the
Civil Code.
5. Consultant's insurer will provide a Waiver of Subrogation in favor of the City for
each required policy providing coverage during the life of this contract.
If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors &
Omissions coverage are written on a claims-made form:
1. The "Retro Date" must be shown, and must be before the date of the
contract or the beginning of the contract work.
2. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the contract
work.
3. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form with a "Retro Date" prior to the contract
effective date, the Consultant must purchase "extended reporting"
covera.ge for a minimum of five (5) years after completion of contract
work.
4. A copy of the claims reporting requirements must be submitted to the
City for review.
Acceptability of (nsurers
Insurance is to be placed with licensed insurers admitted to transact business in the
State of California with a current A.M. Best's rating of no less than A V. If insurance is
placed with a surplus lines insurer, insurer must be listed on the State of California List
of Eligible Surplus Lines Insurers (LESU) with a current A.M. Best's rating of no less
than A X. Exception may be made for the State Compensation Fund when not
specifically rated.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements
effecting coverage required by this clause. The endorsements should be on insurance
industry forms, provided those endorsements or policies conform to the contract
requirements. All certificates and endorsements are to be received and approved by
the City before work commences. The City reserves the right to require, at any time,
complete, certified copies of all required insurance policies, including endorsements
evidencing the coverage required by these specifications.
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Subcontractors
Consultants must include all sub-consultants as insureds under its policies or furnish
separate certificates and endorsements for each sub-consultant. All coverage for sub-
consultants are subject to all of the requirements included in these specifications.
G. 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 in the form
prescribed by the City and by such sureties which are authorized to transact such
business in the State of California, listed as approved by the United States Department
of Treasury Circular 570, httD:/lwww.fms.treas.aov/c570, and whose underwriting
limitation is sufficient to issue bonds in the amount required by the agreement, and
which also satisfy the requirements stated in Section 995.660 of the Code of Civil
Procedure, except as provided otherwise by laws or regulations. All bonds signed by an
agent must be accompanied by a certified copy of such agent's authority to act. Surety
companies must be duly licensed or authorized in the jurisdiction in which the Project is
located to issue bonds for the limits so required. Form must be 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
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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 Tille 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 fucilities. 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.
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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 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 Attomey.
B. Decline to Participate.
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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 Consuitant 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 prohibited by the Fair Political Practices Act.
E. Duty to Advise of Conflicting Interests.
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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 ("Consuitant
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
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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 and
appointed officers and employees, from and against all claims for damages, liability,
cost and expense (including without limitation attomeys 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.
For those professionals who are required to be licensed by the state (e.g. architects and
engineers), the following indemnification provisions should be utilized:
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1. Indemnification and Hold Harmless Agreement.
With respect to any liability, including but not limited to claims asserted or costs,
losses, attorney fees, or payments for injury to any person or property caused or
claimed to be caused by the acts or omissions of the Consultant, or Consultant's
employees, agents, and officers, arising out of any services performed involving this
project, except liability for Professional Services covered under Section X.2, the
Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents,
officers, or employees from and against all liability. 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. The Consultant's duty to indemnify,
protect and hold harmless shall not include any claims or liabilities arising from the sole
negligence or sole willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligation and duties under
Section Exhibit A to this Agreement.
2. Indemnification for Professional Services.
As to the Consultant's professional obligation, work or services involving this
Project, the Consultant agrees to indemnify, defend and hold harmless the City, its
agents, officers and employees from and against any and all liability, claims, costs, and
damages, including but not limited to, attorneys fees, losses or payments for injury to
any person or property, caused directly or indirectly from the negligent acts, errors or
omissions of the Consultant or Consultant's employees, agents or officers; provided,
however, that the Consultant's duty to indemnify shall not include any claims or liability
arising from the negligence or willful misconduct of the City, its agents, officers and
employees.
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.
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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
"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
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such reports, studies, data, statistics, fonns or other materials or properties produced
under this Agreement.
13. Independent Contractor
City is interested only in the results obtained and Consultant shall perfonn as an
independent contractor with sole control of the manner and means of perfonning the
services required under this Agreement. City maintains the right only to reject or accept
Consultanfs 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 hannless 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 tenns 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
13
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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 tD 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
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
14
7-17
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.
Signature page to follow
15
7-18
Sianature Paae
TO
AGREEMENT
BETWEEN
CITY OF CHULA VISTA
AND
B-ADAlR CONSULTING & ADMINISTRATIVE SERVICES
FOR
IMPLEMENTATION OF A
OWNER-OCCUPIED HOME IMPROVEMENT 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: hv.O( 1 d 15 ,200..f
City of Chula Vista
~~"g
C3>\..rz..41vot= /Ls..
Agent
Attest:
---=iLl" ~t~
Susan Bigelow, City Clerk
Dated: s>- 25 -OLD
Services
B-Adair Consulting & Administrative
"'~~
Brandy Adair
Exhibit List to Agreement
(Xl Exhibit A
16
7-19
Exhibit A
TO
AGREEMENT
BETWEEN
CITY OF CHULA VISTA
AND
B-ADAIR CONSULTING & ADMINISTRATIVE SERVICES
1. Effective Date of Agreement: August _' 2006
2. City-Related Entity:
(X) City of Chula Vista, a municipal chartered corporation of the State
of California
( ) 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:
City of Chula Vista,
276 Fourth Avenue,
Chula Vista, CA 91910
4. Consultant: B-Adair Consulting & Administrative Services
5. Business Form of Consultant:
(X) Sole Proprietorship
( ) Partnership
( ) Corporation
6. Place of Business, Telephone and Fax Number of Consultant:
17
7-20
12156 Cunningham Lane
Garden Grove, CA 92841
Phone: (714) 539-8414
email: brandy.adair@sbcglobal.net
7. General Duties:
Consultant shall provide management of the City's Community
Housing Improvement Program ("CHIP"'''Program'') for rehabilitation
of owner-occupied residences within the City.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
Consultant shall recommend and work with the City to develop and
institute various changes to the CHIP program In order to meet goals
identified In the 2005-2010 Housing Element.
The Consultant shall work with the City to provide general
information to the public regarding the program through application
forms, information brochures and program guideline literature.
The Consultant --shall provide all management of the program
including, but not limited to:
. Review, process and develop a tracking log of applications
. Conduct preliminary interviews with applicants
. Obtain all required supporting documentation including income
verification, value of property, condition of title, and credit
worthiness of applicant
. Request City Code Enforcement Staff inspection
. Meet with the CHIP Committee on a monthly or as-needed basis,
to be determined by the City
. Prepare work write-up and cost estimates for applicants
requested improvements
. Complete all applicable documents relating to the improvement
activities, inclusive of: asbestos and lead-based paint
requirements, historical preservation review, after-rehab values,
and any other applicable documents
. Prepare specifications and bid documents, and review received
contractor bids with the homeowner
. Approve selection of contractor (based on the City's current list
of contractors and any additional contractors meeting City
insurance and business license requirements), and prepare
documents for home improvement financial assistance
18
7-21
. Obtain file documentation on contractor clearances for non-
inclusion on the Federal Debarred List and State Contractor's
State License Board
. Conduct pre-construction conference (via phone or in person) to
review all proposed work with the homeowner and contractor
. Conduct progress inspections to ensure that work is proceeding
in a timely manner; and to authorize and process progress
payments
. Coordinate Notice of Completion with City Code Enforcement
Staff upon final inspections certifying that the improvements have
been completed in accordance with contract requirements
. Acquire lien releases from contractors and subcontractors, obtain
homeowner's authorization for final payment, and execute close-
out of housing rehabilitation work by ensuring that permanent file
contains required documentation for monitoring and audit
purposes
The consultant shall provide monthly progress reports to the City
including the application tracking log, status of all pending
applications, updated list of approved contractors and any Issues.
The consultant shall further provide quarterly reports and any
additional reporting documents determined by the City, in order to
meet CDBG and HUD performance based reporting requirements.
The Consultant shall also enter all accomplishment data into IDIS to
ensure timely commitments, expenditures, and reporting.
The Consultant shall, on an as-needed basis and at the discretion of
staff, hold business hours at the City to meet with applicants and the
CHIP Committee. The Consultant will be responsible for setting up
the meeting with all attendees and staff will reserve an appropriate
meeting space.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
( ) Other:
C. Date for Completion and Delivery of all Consultant services:
June 3D, 2007
9. Materials Required to be Supplied by City to Consultant:
List of pre-approved contractors, existing application, program
guidelines, and all public information documentation.
19
7-22
10. 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 of Fixed Fee
() 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 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 completio n 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 with each phase of Services, in the amounts and at the times or
milestones or Deliverables set forth. Consultant shall not commence Services
20
7-23
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. $
2. $
3. $
() 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 retumed 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 compeRsation 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.
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:
21
7-24
(1) () Not-te-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 $ including all
Materials, and other "reimbursables" ("Maximum Compensation").
(2) (X) Limitation without Further Authorization on Time and
Materials Arrangement
Consultant shall be paid $70 per hour. At such time as
Consultant shall have incurred time and materials equal to $38,500
("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 Employee
of Consultant
-Name
Hourly
Rate
Sole Proprietor
Brandy Adair
$70.00
() Hourly rates may increase by 6% for services rendered after
[month], 20 ,if delay in providing services is caused by City.
11. 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,
22
7-25
not to exceed $
() Other Actual Identifiable Direct Costs:
, not to exceed $
, not to exceed $
12. Contract Administrators:
Consultant:
Amanda Mills, Housing Manager
Brandy Adair, Sole Proprietor
City:
13. Statement of Economic Interests, Consultant Reporting Categories, per
Conflict of Interest Code:
(X) Not Applicable. Not an FPPC Filer.
( ) FPPC Filer
() Category No.1. Investments and sources of income.
() 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.
() Category No.4. Investments in business entilies 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 Associates" interests in real property within 2 radial
miles of Project Property, if any:
23
7-26
14. (X) Consultant is Real Estate Broker and/or Salesman
15. Permitted Subconsultants:
NfA
16. Bill Processing:
A(X) Consultant's Billing to be submitted for the following period of time:
(X) Monthly
( ) Quarterly
( ) Other:
B(X) Day of the Period for submission of Consultant's Billing:
( ) First of the Month
( ) 15th Day of each Month
(Xl End ofthe Month
( ) Other:
C(X) City's Account Number: 315006301
17. Security for Performance
( ) 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
24
7-27
( ) Other:
25
7-28
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
;;fVr1!;[:-
City Attorney
Dated:
;;- /7 J~~
. ,
First Amendment to the Agreement between
the City of Chula Vista and B-Adair Consulting & Administrative Services
for Implementation Owner-Occupied Home Improvement Program
7-29
Attachment 2
AGREEMENT
BETWEEN
CITY OF CHULA VISTA
AND
B-ADAIR CONSULTING & ADMINISTRATIVE SERVICES
FOR
IMPLEMENTATION OF A
OWNER.OCCUPIED HOME IMPROVEMENT PROGRAM
(First Amendment)
The City ofChula Vista and B-Adair Consulting & Administrative Services (collectively,
the "Parties") previously entered into to the "Agreement between City of Chula Vista and
B-Adair Consulting & Administrative Services for Implementation of a Owner-Occupied
Home Improvement Program," dated August 25, 2006 (the "Agreement"). The Parties
now desire to amend the Agreement. By entering into this First Amendment to the
Agreement, the Parties amend Exhibit A to the Agreement to read as follows:
8. Scope of Work and Schedule
C. Date for Completion and Delivery of all Consultant services:
June 30, ~2009 with three (3) one (1) vear options
to extend to June 30, 2012
10. Compensation:
C. (X) Hourly Rate Arrangement
(2) (X) Limitation without Further Authorization on Time and
Materials Arrangement
Consultant shall be paid $70 per hour. At such time as
Consultant shall have incurred time and materials equal to
$J8,50081.250 ("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 Employee
of Consultant
Hourly
Name Rate
Sole Proprietor
Brandy Adair $70.00
7-30
All other terms and conditions related to this agreement remain unchanged.
Sill natures
IN WITNESS WHEREOF, City and Consultant have executed this
Amendment thereby indicating that they have read and understood same, and
indicate their full and complete consent to its terms:
,200_
City of Chula Vista
Dated:
by:
Suzanne Brooks, Purchasing Agent
Attest:
Donna Norris, Acting City Cierk
Approved as to form:
Ann Moore, City Attorney
Dated:
B-Adair Consulting &
Administrative Services
By:
Brandy Adair
7-31
RESOLUTION NO.-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA AMENDING THE TWO-PARTY
AGREEMENT BETWEEN B-ADAIR CONSULTING &
ADMINISTRATIVE SERVICES AND THE CITY OF CHULA
VISTA TO ADMINISTER THE COMMUNITY HOUSING
IMPROVEMENT PROGRAM; AND AUTHORIZING THE
PURCHASING AGENT TO EXECUTE THE AMENDMENT
AND THREE ONE-YEAR OPTIONS TO EXTEND THE
AGREEMENT
WHEREAS, the Community Housing Improvement Program ("CHIP") provides low-
interest and deferred loans to repair health and safety-related issues for single-family and
mobilehome units within the City; and
WHEREAS, on April 12, 2006 the City of Chula Vista solicited proposals for the
management of CHIP for one (1) year with five (5) one (1) year options to extend; and
WHEREAS, based on qualifications and proposals received, the City selected and
entered into a two-party agreement on August 25, 2006 with B-Adair Consulting &
Administrative Services ("B-Adair") to administer the CHIP and expended $19,250 during the
first year; and
WHEREAS, in July 2007 the first option to extend for $25,000 was exercised, expending
$44,250 to date in consulting costs; and
WHEREAS, City staff desires to: (i) continue using the services of B-Adair to administer
the CHIP program through Fiscal Year 2009; (ii) increase the "Authorization Limit" of the
Agreement to $81,250; and (iii) provide the Purchasing Agent with authority to extend the
Agreement for three one-year periods after Fiscal Year 2009, with a maximum expenditure limit
for each year of $30,000; and
WHEREAS, amending the Agreement to extend the term, increase the "Authorization
Limit," and allow for the additional one-year options to extend requires City Council approval,
due to the Administrative limitation of $50,000 for professional services; and
WHEREAS, the City is desirous to amend the Agreement, as requested by City staff, and
to authorize the purchasing agent to execute the Amendment and three one-year options to
extend the Agreement, based on satisfactory performance ofB-Adair.
NOW, THEREFORE, BE IT RESOLVED based on the findings above, the City Council
of the City of Chula Vista does hereby amend the two-party Agreement between B-Adair
Consulting & Administrative services and the City of Chula for administration of the
Community Housing Improvement Program to: (i) extend the Agreement term through Fiscal
Year 2009; (ii) increase the "Authorization Limit" of the Agreement to $81,250; and (iii) to
authorize three (3) one (1) year options to extend.
7-32
Resolution No.
Page 2
BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista
authorizes the Purchasing Agent to execute the Amendment and three one-year options to extend
the amendment, for a maximum expenditure of $30,000 per one-year option.
Presented by
Approved as to form by
Eric Crockett
Assistant Director of Redevelopment &
Housing
7-33