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HomeMy WebLinkAboutRosenow, Spevacek Group 1�2 l - c 2604 AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Deputy Clerk of the Council (M-30). Call 647-6520 if you have any questions. The agreement withllyfl,[1� , 0 was completed on j gel� cy and final payment has been made. A - 2003- bq f 94 Department Revised 4-16-87 Signature: Date: City of Santa Ana Clerk of the Council INSURANCE ON i iLc WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE: 9—/5t& CONSULTANT AGREEMENT N-2003-088 THIS AGREEMENT, made and entered into this 23rd day of July, 2003 by and between CTZer�s1 Rosenow, Spevacek Group, Inc., a California Corporation (hereinafter "Consultant"), and the PJV City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of temporary staffing and executive recruitment. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $10,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM y.¢ This Agreement shall commence on the date first written above and terminate on June 30, 200$, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Deputy City Manager for Development Services and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. DISCLOSURE OF EMPLOYEE'S INTEREST Consultant acknowledges that Councilmember, Mike Garcia, (hereinafter "Garcia") is an employee of Consultant who has a remote interest in this Agreement pursuant to California Government Code §1091(b)(2) based on the following: a. Consultant employs ten or more other employees. b. Garcia was an employee of Consultant for at least three years prior to his accepting the office of City Councilmember. c. Garcia owns less than three percent (3%) of Consultant's shares of stock. d. Garcia is not an officer or director of Consultant and did not directly participate in formulating Consultant's bid. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: and, Deputy City Manager for Development Services City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 973-1461 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Rosenow, Spevacek Group, Inc. 217 North Main Street, Suite 300 Santa Ana, California 92701 telefacsimile (714) 836-1748 business (714) 541-4585 x 2343 Attn: Stephen Harding A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. // // // // // // // // // // // // IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: La Sheedy Assistant City Attorney APPROVED AS TO CONTENT: 4wzawoz= CYNTHIA J. I ELSON Deputy City Manager for Development Services CITY OF SANTA ANA DAVID . RE City Manager CONSULTANT KATHLEEN ROSENOW Principal Tax ID# 95-3435849 R O S E N O W S P E V A C E K G R O U P I N C. 217 N. Main Street, Suite 300 Banta Ana, CA 92701-4822 WEB PAGE: www. webrsg.com EMAIL: info®webrsg.com TEL: (714) 541-4585 x2343 FAY: (714) 836-1748 Real Estate Economics Governmental Services Economic Development Redevelopment Planning Housing Financing DATE: July 9, 2003 TO: Ms. Cynthia Nelson, Deputy City Manager City of Santa Ana FROM: Steve Harding, Director/Principal Consultant Rosenow Spevacek Group, Inc. SUBJECT: Municipal Planning and Recruitment Services On behalf of the Rosenow, Spevacek Group, Inc., (RSG), I would like to thank you for your time and interest in our firm and how we may assist the City of Santa Ana ("City") by providing interim staffing services to the Development Services Department ("Department"). As per your request, RSG is pleased to present the following proposal for your consideration. RSG has developed the following proposal comprised of two (2) components. The components pertain to: (i) Interim Staffing; and (ii) Executive Recruitment. The proposal is structured in such a fashion that the City can choose which component(s) to utilize pending the City's needs and desires. INTERIM STAFFING SERVICES RSG understands that the Department is in need of an Interim Planning Manager. This position is "Key" to the successful administration of the Planning Division and cannot go unfilled for a protracted period of time. RSG is most interested in conducting the duties and responsibilities of this position on an "Interim" basis. Senior members of RSG have provided interim staffing services to the Cities of Pasadena, Brea, Commerce, Hesperia, La Quinta, Cypress, Lake Forest, Dana Point, Yorba Linda, Aliso Viejo and San Jacinto just to name a few. All of these positions were either at the Development Director or City Manager level of responsibility. For this assignment, RSG would propose providing interim Planning Manager staffing services to the Department until such time a permanent Planning Manager is in place. RSG would EXHIBIT p assume a three (3) to five (5) month commitment by which RSG would provide direct support to the Deputy City Manager and the Planning Division staff. As envisioned, RSG would assist the Deputy City Manager in the general day-to-day administrative, supervisory and technical oversight of the Planning Division of the Development Services Department. Typical duties would include, but not limited to: • General supervision of Divisional personnel • Delegation of work assignments to Divisional personnel • Review of staff, developer and property owner generated documents and land -use applications • Interface with property -owners, business operators, citizens, elected and appointed officials as required • Representation at internal and out -of -office meetings as required and/or directed • Review and finalize Planning Commission and/or City Council reports for approval by the Deputy City Manager • Review and finalize Planning and other Commission Agendas for approval by the Deputy City Manager • Other duties as assigned by the Deputy City Manager For this interim assignment, RSG would suggest a weekly time commitment of up to twenty-four (24) hours. The actual time commitment and "In -Office" schedule would be at the direction of the Deputy City Manager. For staffing purposes, RSG reduces its hourly Principal/Director rate from $160 to $135. For purposes of this assignment, Mr. Steve Harding would act as Interim Planning Manager. EXECUTIVE RECRUITMENT Senior members of RSG have been involved in various municipal recruitments. RSG conducted the recent executive recruitment for the position of City Manager with the City of San Jacinto. In this instance, RSG also provided services to the City of San Jacinto as Interim City Manager. This gave RSG an "Insiders" look at the organization which greatly assisted in the recruitment of a permanent City Manager. Should the City decide to utilize external recruitment services, RSG would prepare the appropriate recruitment brochure, advertisements and make extensive person -to -person contact in order to identify qualified candidates for the position of Planning Manager. RSG would utilize its broad based relationships with the American Planning Association (APA), California Association for Local Economic Development (CALED), the California Community Redevelopment Association (CRA) and other professional organizations to recruit those candidates most qualified for the position. In coordination with the City's Human Resources Department, RSG would: (i) conduct the pre-screening of applications; (ii) conduct first phase interviews; (iii) participate in final interviews with City staff; and (iv) conduct the appropriate background checks. It is estimated that this recruitment will take approximately 120-150 days to complete for a not to exceed cost of $12,800 plus expenses. Expenses for a California search will not exceed $3,600. Mr. Steve Harding would conduct the recruitment The aforementioned Proposal is designed to help the City in both staffing and in recruitment services. RSG is ready to perform either or both functions. On behalf of RSG, I would like to thank you for your time and consideration. If I can be of any further assistance, please feel free to contact me at (714) 541-4585, extension 2343. EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective , this endorsement form as a part of Policy # . Issued to Named Insured Countersigned by Authorized Representative ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) T7M 1 02/26/2004 PRODUCER (714)836-9945 FAX (714)836-9946 The Empire Company THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR S55 Parkcenter Drive, Ste 206 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Santa Ana, CA 92705-3521 Emily Fisher D INSURERS AFFORDING COVERAGE NAIC# INSURED Rosenow Spevacek Group, IncR INSURERk Hartford Insurance 217 North Main Street ry �ap4 Suite 300 R INSURER B. INSURER Santa Ana, CA 92701� [ INSURERD: YL7NT1���G��_ M1�T INSURER E'. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDIN ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR D NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMMD/YY POLICY EXPIRATION DATE MMIDD/YV LIMITS GENERAL LIABILITY 72SBAAD9365 02/12/2004 02/12/2005 EACHOCCURRENCE $ 11000,00 PREMISES Ea occurence $ 300,00 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OOCCUR MED EXP(My one parson) $ 10,00 PERSONAL BADVINJURY $ 1,000,00 A GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY JECTPRO LOC AUTOMOBILE LIABILITY ANY AUTO 72SBAAD9396 02/12/2004 02/12/2005 COMBINED SINGLE LIMIT (Ea accident) $ 1,000 00 BODILY INJURY (Per person) $ A ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY'. qGG $ EXCESS/UMBRELLA LIABILITY OCCUR CLAIMS MADE.[/ % EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE - $ RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEP/EXECUTIVE TORYLIMITS ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? nder If yes describePRO ISIO SPECIAL PROVISIONS below E. L. DISEASE -EA EMPLOYE $ E. L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS ity of Santa Ana, its officers, agents, employees, volunteers and representatives are named as additional insureds. *10 day notice of cancellation shall apply for non-payment of premium. CERTIFICATE HOLDER City of Santa Ana Planning and Building Agency Ross Annex 20 Civic Center Plaza M-20 Santa Ana, CA 92701 25 (2001108) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL rt30_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 114UR§R ITS AGENTS OR REPRESENTATIVES. 1988