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HomeMy WebLinkAbout10 - CC-10 - Agreement for Professional Financial, La - 6/7/2016SUBJECT CITY COUNCIL AND COSTA MESA HOUSING AUTHOR/TY AGENDA REPORT MEETING DATE: JUNE 7, 2016 ITEM NUMBER: CC -10 AGREEMENT FOR PROFESSIONAL FINANCIAL, LAND USE AND HOMELESS AND HOUSING CONSULTING SERVICES DATE: MAY 19, 2016 FROM: CHIEF EXECUTIVE OFFICE PRESENTATION ASHLEY M. GARCIA, MANAGEMENT ANALYST BY: FOR FURTHER INFORMATION CONTACT: ASHLEY M. GARCIA, (714) 754-5249 ASHLEY. GARCIA(&-costamesaca.gov RECOMMENDATION: Staff recommends that the City Council approve the sole source Professional Services Agreement for professional financial, land use, and homeless and housing consulting services with Keyser Marston Associates, Inc. ("KMA"), the City of Costa Mesa ("City") and the Costa Mesa Housing Authority ("CMHA") for an amount not to exceed $100,000, for the period of July 1, 2016 - June 30, 2017 with three (3) one (1) year renewals, and direct the CEO to sign the agreement and authorize CEO to execute any renewal amendments. BACKGROUND: KMA has provided the City with comprehensive land use, financial, and homeless and housing services of the highest professional standard for many years. Dating back to an open ended contract with the Redevelopment Agency since the early nineties, KMA has continually addressed the critical need for comprehensive real estate and housing consulting services. They have a proven track record of success on complex development financing projects, ability to manage numerous projects with varying complexity and experience in housing program services including Neighborhood Stabilization Program, supportive housing strategies for homeless, senior housing strategies, the Homeless Task Force housing strategy, and is intimately familiar with the numerous City of Costa Mesa projects. Past KMA projects have included the OC Fairgrounds, the first time home buyer program, St. Johns Manor and other senior and low -to -moderate housing projects. KMA assistance has also included support in negotiations, financial analysis of residential receipt notes and any housing loan modifications, evaluation of developer business financials and assistance to RDA and City staff in reviewing responses to RFP's for major development projects. Additionally, KMA was instrumental in assisting in the preparation of documents necessary to implement ABX126, the RDA Dissolution legislation. They also provided programmatic assistance due to staff reductions for many projects throughout the City. The scope, breadth and depth of the independent financial review and analyses required for ongoing and future complex development projects in addition to the need for 1 confidentiality during various stages of the projects, necessitate the services of a proven independent financial consultant to augment staff expertise. The firm can quickly be available to do many tasks including affordable housing management, community relations, homeless coordination, economic analysis reports and document preparation. Most recently, KMA has performed consulting services for Housing, Homeless, Neighborhood Task Force coordination, Costa Mesa Housing Authority and CDBG administration. The Network for Homeless Solutions team relies on the expertise of KMA to provide services within the continuum of care, most specifically a dedicated staff person to oversee homeless outreach and community coordination in Costa Mesa. Additionally, the City called upon KMA's services to order and complete a report to City Council pursuant to Election Code 9212 on a ballot initiative titled "An Initiative to Require Voter Approval on Certain Development Projects." KMA prepared a thorough economic analysis report and presented the findings to the City Council on a quick 30 -day timeline. ANALYSIS: Staff recommends approval of a new Professional Services Agreement with Keyser Marston Associates, Inc. utilizing the sole source exemption of Costa Mesa Municipal Code Section 2-165(c) and the Professional Services exemption in Costa Mesa Municipal Code Section 2-165(d) for following reasons: Based on KMA's previous and extensive experience in Costa Mesa, KMA has developed an extensive base of institutional knowledge of existing Costa Mesa projects, communities, policies, and concerns which would be take extensive time and expense to replace. KMA is uniquely and intimately knowledgeable of existing and future projects as most of the projects for which services are being contracted for, KMA has already involved with. All the services contracted for are beneficial to the interests of the City of Costa Mesa and are currently being provided by a qualified consultant who has been representing the City's financial, economic, and administrative interests with the State and the County and who is also familiar with the direction the City is going in with regards to many of our projects, such as the Network for Homeless Solutions. The City created the Costa Mesa Housing Authority to assume the housing assets and functions of the former Redevelopment Agency. This also involves management of Housing Authority assets including financial analysis of ongoing obligations and monitoring of ongoing housing activities. KMA is intimately familiar with the particular properties managed by the Housing Authority and assists the Housing Authority with loan conveyance and monitoring. Additionally, KMA provides loan financial analysis, audits and loan impairment analysis for Housing and Community Development. The City Council adopted the Homeless Assessment Strategy on March 20, 2012, which included nine (9) specific goals. The interdepartmental/jurisdictional 2 Network for Homeless Solutions is responsible for implementing this strategy. KMA has assisted the City in implementing the many facets of the strategy, including an affordable housing financing strategy, interdepartmental and service agency coordination and other complex issues pertaining to homelessness in Costa Mesa. The Network for Homeless Solutions currently has many projects in progress. Interruption in this process would have a negative impact on the City's ability to pursue its goals in this area. Under the expiring Professional Services Agreement, the City has the ability to seek expert evaluation of economic feasibility studies from KMA. In April 2016, the City utilized the expertise of KMA to evaluate the feasibility of a proposed ballot measure for the upcoming 2016 election. While initiated in the current fiscal year, the continued need for this type of service will continue beyond the expiration date of the current agreement. Finally, based upon all of the foregoing and specifically, KMA's extensive institutional knowledge of Costa Mesa, staff believes there is no competitive advantage to bidding out the special services and advice in financial, economic, and administrative matters sought. ALTERNATIVES CONSIDERED: The City Council can decide not to enter into an agreement with Keyser Marston and solicit additional bids through the RFP process. FISCAL REVIEW: Funding for the proposed contract will come out of the General Fund, Costa Mesa Housing Authority and CDBG administration. $80,000 will be allocated for Consulting Services for Network for Homeless Solutions coordination. $5,000 will be allocated for Consulting Services for the Costa Mesa Housing Authority, and $15,000 will be allocated for Consulting Services for CDBG administration. LEGAL REVIEW: Legal has reviewed the Professional Services Agreement and approved it as to form. CONCLUSION: Staff recommends that the City Council and the Costa Mesa Housing Authority enter into a new sole source Professional Services Agreement with Keyser Marston Associates, Inc. to provide consulting services for Network for Homeless Solutions coordination, for the Costa Mesa Housing Authority and for CDBG administration. This will ensure continuity on existing projects and provide the expertise developed through demonstrated past performance necessary to complete these projects. 3 ASHLEY M. GARCIA Management Analyst THOMAS DUARTE City Attorney STEVE DUNIVENT Interim Finance Director THOMAS R. HATCH Chief Executive Officer RICHARD L. FRANCIS Assistant Chief Executive Officer ATTACHMENTS: 1 Keyser Marston Professional Services Agreement 2 Sole Source Justification Form 12 ATTACHMENT 1 CITY OF COSTA MESA PROFESSIONAL SERVICES AGREEMENT WITH KEYSER MARSTON ASSOCIATES, INC. THIS AGREEMENT is made and entered into this 1st day of July, 2016 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and KEYSER MARSTON ASSOCIATES, INC., a California corporation (C0777759) ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide consulting services for housing and homeless taskforce coordination, housing authority, and Community Development Block Grant (CDBG) admininstration, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (Consultant's Scope of Work), for the Office of the CEO, and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in Exhibit A, attached hereto and incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City's Chief Executive Officer ("City CEO") or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to: (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; Keyser Marston Associates (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. 1.5. Non -Discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with Consultant's Fee Schedule set forth in Exhibit "B," attached hereto and made a part of this Agreement by this reference. Consultant's total annual compensation shall not exceed One Hundred Thousand Dollars and Zero Cents ($100,000.00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal unless the City or 2 Keyser Marston Associates the Project Manager, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three years after termination of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of one (1) year, ending on June 30, 2017, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be renewed for three (3) additional one (1) year periods upon mutual written agreement of both parties. The City is not obligated to give a reason or notice if it elects not to renew. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually 3 Keyser Marston Associates rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City: (a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 4 Keyser Marston Associates 5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions: (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City." (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. (e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "C" and incorporated herein by this reference. 5.5. Non -Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including 5 Keyser Marston Associates exhibits to this Agreement. 6.2. Representatives. The City CEO or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: Keyser Marston Associates, Inc. 160 Pacific Avenue, Suite 2014 San Francisco, CA 94111 Tel: (415) 398-3050 Attn: Diane Chambers IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754-5249 Attn: Office of the CEO Courtesy Copy to: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Attn: Finance Department 6.5. Drug -Free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "D" and incorporated herein by reference. Consultant's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the 6 Keyser Marston Associates exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.9. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due 7 Keyser Marston Associates to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the City. 6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 8 Keyser Marston Associates 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 6.16. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 9 Keyser Marston Associates 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.25. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. 6.26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.27. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA Date: Mayor CONSULTANT Date: Signature Name and Title Taxpayer ID Number ATTEST: Date: City Clerk 10 Keyser Marston Associates APPROVED AS TO FORM: City Attorney APPROVED AS TO INSURANCE: Risk Management DEPARTMENT HEAD APPROVAL Chief Executive Officer APPROVED AS TO PURCHASING Interim Finance Director 11 Date: Date: Date: Date: Keyser Marston Associates EXHIBIT A CONSULTANT'S SCOPE OF WORK 1 1 ( EXHIBIT A CONSULTANT'S SCOPE OF WORK When, and as directed by the City, Consultant shall perform disposition consulting services to include, but not be limited to the following: 1. Consult, assist and advise the City with respect to marketing, financial and disposition issues, including financial testing of land use and development concepts proposed by potential developers. 2. Participate in formal and informal discussions and presentations with potential developers and community officials. 3. Undertake evaluation of existing economic feasibility studies and appraisals. 4. Undertake the refinement and expansion of marketing strategy and tactics to meet new conditions as they develop. 5. Advise City when necessary in the preparation of background information for presentation to developers including reference checks and evaluation of developer financials. 6. Preparation of reports as required by State law. 7. Performing such duties and responsibilities as necessary to assure the successful completion of projects pursuant to the Homeless Task Force/Neighborhood Improvement Strategy. 8. Community relations with local churches, residents, businesses, non-profit organizations and outside jurisdictions regarding City initiatives regarding neighborhood improvement, homeless services, neighborhood watch activities, community outreach. 9. Program Development and Administration: Assist CEO and Development Services staff in special projects as needed including affordable housing and/or economic development strategy. 10. Other projects as needed. EXHIBIT B CONSULTANT'S FEE SCHEDULE EXHIBIT B FEE SCHEDULE KEYSER MARSTON ASSOCIATES, INC. PUBLIC SECTOR HOURLY RATES HOUSING/HOMELESS/NEIGHBORHOOD TASK FORCE COORDINATION - $62.00 SUBCONTRACTOR Directly related job expenses not included in the above rates are: auto mileage, parking air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expense will be billed at 110% of cost. *Rates for individuals in these categories will be increased by 50%forti me spent in court testimony. 2016/2017 A. JERRY KEYSER* $280.00 MANAGING PRINCIPALS• $280.00 SENIOR PRINCIPALS* $270.00 PRINCIPALS* $250.00 MANAGERS* $225.00 SENIOR ASSOCIATES $187.50 ASSOCIATES $167.50 SENIOR ANALYSTS $150.00 ANALYSTS $130.00 TECHNICAL STAFF $95.00 ADMINISTRATIVE STAFF $80.00 HOUSING/HOMELESS/NEIGHBORHOOD TASK FORCE COORDINATION - $62.00 SUBCONTRACTOR Directly related job expenses not included in the above rates are: auto mileage, parking air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expense will be billed at 110% of cost. *Rates for individuals in these categories will be increased by 50%forti me spent in court testimony. EXHIBIT C CERTIFICATES OF INSURANCE x'144 IC. '44—R YYYY, `.oCER'', .rICATE OF LIABILITY INSURANCE DATE (MMI /12/1/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MOC Insurance Services License No. 0589960 94 Montgomery St., 17th F1. San Francisco _ CA 94104 ""_- INSVRED I{eysea Marston Associates, .Ino. NAME"Halides,Halides, Callejas PNDNE i) (415)957-0600 _(9LC,.N�Ex(IC Nola (415) 957-0577 A I"•DORR„T_-,. SS: hcallejas@mocins. cam INUR SER(S) AFFORDING COVERAGE NAIC it _ NSgRERq _Citizens Insurance Cc of America _ INSURERDAllmerica Financial Benefit Co 31534 - 91840 i INSURER c:Reoublic Indemnity 22179 INSURER ➢:Evanston Insurance Co, _ 35378 160 Pacific Avenue, Suite 204 San Francisco CA 94111 COVERAGES CERTIF. -INSURER E; A INSURER F: X TI LC Trl CGpncV Tunrur n LATE NUMBER:2015-2016 REVISION NUMBER: r INDICA CERTIFICATE EXCLUSIONS LTR TED. NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH TYPE OF INSURANCE PERTAIN, POLICIES. ADD INSID n..URANGL L BUB AMPOLICY USTED BELuvv HAVE BEEN TERM OR CONDITION OF ANY THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN NUMBER ISSUED TO CONTRACT THE POLICIES REDUCED BY PbLICy EFF ! tlIYYYY THE INSURED OR OTHER DESCRIBED PAID CLAIMS. POLICY EXP MIDDIYYYY NAMED ABOVE FOR THE DOCUMENT WITH RESPECT HEREIN IS SUBJECT TO _ LIMITS POLICY PERIOD TO WHICH THIS ALL THE TERMS, X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE OCCUR X ZDFA49104901 12/1/2015 12/1/2016 PREMISESO� ER France)_ $ 500, 000 _ MED EXP(Any ons Parson) $_ 10,000 B A L, D X X No Deductible Applies rTT�� $ (1 r �„} „NJ AFTA49004901 UHFA49117101 03954621 E0861972 Retro Date: 11/11/1976 12/1/2015 12/1/2015 12/1(2015 12./1/2015 12/1/2016 12/1/2016 12/1/2016 12/1/2016 PERSONAL &ADV INJURY $$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER', 17 POLICV JE LOC OTHER: AUTOM061LELIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS Y' HIRED AUTOS X AUTOS NEO AUTOS X Camp $500 X Call $500 X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS- MADE GENERAL AGGREGATE $ A2, 000, 000 PRODUCTS-COMP/OP AGG $ Included CO B -D I GLE LIMIT Ea acalds� $ - - .« $ 1, OOb,000 DODILY INJURY (Por person) $� BODILY INJURY (Per accident) -MR—OPE $ .Per aeclde t '- $ Uni sUred Ma(OrISICelllbined EACH OCCURRENCE _ $ 1,000,000 $ _ 4 000,000 ..._ DEO X RETENTION$ N/A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? 1:1NIA (f Yet,doryln NN) oad. Dyes, tlescrlbe u0der DESCRIPTION OF OPERATIONS bolo Professional Liability Retention $25,000 AGGREGATE $ 4,000 ,00.0 X STATUTE ERI $ E.L. EACH ACCIDENT _ $ 1,000,000 E. L. DISEASE EA EMPLOYE $ _ 110000,000 E.L. DISEASE -POLICY LIMIT 1 Each Wrongful Act AGGREGATE LIMIT $ 1.000.000 $1,000,000 $2,000,G00 DESCRIPTION OF OPERAT7ONS! LOCgTI0N9 /VEHICLES (ACORD 101, Additional Rofnorks Schedule, may ho dtaehed If mora spaco Is roqulred) the SUCCESSOR AGENCY OF THE COSTA MESA REDEVELOPMENT AGENCY, CITY OF COSTA MESA., CALIFORNIA, ("Successor Agency") serving as successor agency of the dissolved community redevelopment agency pursuant Division 24, Community Redevelopment Law of the California Health & Safety Code in particular Parts 1.8 and 1,85 added by Assembly Bill xl 26 ("Dissolution Act"), and the COSTA MESA HOUSING AUTHORITY, a public body Corporate and politic ("Housing Authority"), and the CITY OF COSTA MESA, a California municipal corporation ("City's) (together the, Successor Agency, Housing Authority and City are referred to as "Costa Mesa"). are named as Additional Insured with respect to subject contract with the City of Costa CFRTIPtrtATP unl noo The Successor Agency of the Costa Mesa Redevelopment Agency, See remarks for complete wording 77 Fair Drive Costa Mesa, CA 92626 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, REPRESENTATIVE idee Callejas/HCA """`- '4s—_^m 91988-2014 ACORD CORPORATION. All ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Inlcnec EXHIBIT D CITY COUNCIL POLICY 100-5 SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. PURPOSE It is the purpose of this Policy to: 1. Clearly state the City of Costa Mesa's commitment to a drug-free society. 2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub -grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 b. Establishing a Drug -Free Awareness Program to inform employees about: 1. The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; d. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will: 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive. 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above; c. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace. 3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law. Date: 3/1/2016 Contact: Ashlev Garcia ATTACHMENT 2 JUSTIFICATION FOR SOLE SOURCE REQUEST Dept. /Div.: CEO Admin Phone: x5249 Description of Equip./ Service Req.: Consulting Services for Homeless Recommended Vendor: Keyser Marston Associates, Inc. Address: 160 Pacific Ave. Suite #2014 San Francisco CA 94111 Phone: 415-398-3050 1. Check reason for sole source request: ® Sole Source: No other items are known to exist which perform the same function. ❑ Proprietary: The item is held under exclusive title, trademark or copyright by a private person or company; a proprietary distributorship would also apply. ® Standardization: The City requires the item(s) to standardize parts, design, quality, etc. (explain in more detail below) 2. Is the product or service available from other sources? ❑ Yes ® No If YES, list name of vendors: If N4, explain why the product/service is available from only one source - After conducting market research by reaching out to 5 known competitor affordable housing consultants RSG Tierra West HMA, Larry Kosmont Et Associates and LeSar Development Consultants it was found that most firms do not perform homeless outreach and community coordination. LeSar Development Consultants based in San Diego was the on.ly firm found that does provide services to the Homeless Task Force in San Diego with the continuum of care. When asked specificially however, LeSar would not be able to accommodate a dedicated stafferson serving Costa Mesa for 30* hours per week due to limited availablilit and excessive commute. 3. Can your requirements be modified so that competitive products or services may be used? ❑ Yes ® No Please explain: KMA has developed expertise through demonstrated past performance in developing Costa Mesa's Homeless Task Force housing strategy and providing housingprogram services, RDA dissolution and comprehensive real estate and financial consulting services. They are a preferred vendor for continuity purposes and vast institutional knowledge of the complex issues related to homelessness in Costa Mesa. 4. How does the recommended vendor's prices or fees compare to the general market? Competitive and consistent fee schedule; fee schedule has remained the same since 2011. LI X Dept. /Div. Head's Signature: Date: , O �1 Sole Source Vendor form - online Purchasing SupeTvisWs Signature:d-Cb Purchasing Officer's Signature: Id� Sole Source Vendor form -online Date: 4411 Sj I v Date: