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HomeMy WebLinkAboutC-519(H) - West Coast Highway, 1221 (Balboa Bay Resort) - Consultant Services Agreement 1994CONSULTANT SERVICES AGREEMENT THIS AGREEMENT is made at Newport Beach, California, as of fhc / , 1994 by and between the CITY OF NEWPORT BEACH ("CITY"), and KEYSER MARSTON ASSOCIATES, INC. ("CONSULTANT"), who agree as follows: 1. Services: Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit "A". The parties to this Agreement agree that Consultant, in performing the services described in Exhibit A, will not make any warranties or guarantees as to the future value of any real or personal property, nor will it make any express warranties or guarantees of estimated or probable construction cost or cost estimates being exceeded, nor will it guarantee the availability of funds or specified rates of return and/or interest. Further, the parties agree that Consultant will not perform services as a construction manager, appraiser of the fair market value of real estate, real estate broker or agent, or property manager. 2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit "B". The payments specified in Exhibit "B" shall be the only payment to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit "B". 3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. 4. General Provisions. The general provisions set forth in Exhibit "C" are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other terms or conditions shall control only insofar as it is inconsistent with the general provisions. 5. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. EXECUTED as of the day first above -stated. CITY OF NEWPORT BEACH 1 KEYSER MARSTON ASSOCIATES, INC. By e "CONSULTANT" i 1 KEYSER MARSTON ASSOCIATES, INC. By e "CONSULTANT" EXHIBIT A SCOPE OF SERVICES When and as directed by the City, Consultant shall perform real estate consulting services for the project area to include, but not be limited to the four tasks outlined in the attached proposal letter dated May 31, 1994. METHOD AND TIME OF PERFORMANCE Consultant shall perform the various services described herein as described in the attached May 31 proposal. EXHIBIT B COMPENSATION For Task 1, as described in the attached proposal, Consultant shall be paid a flat fee of $3,500, inclusive of all expenses and one meeting with City staff to present the findings of this task. Payment shall be upon completion of the Task 1 memorandum. For Task 2, as described in of all expenses and one meeting findings of this task. Payment Task 2 memorandum. the attached proposal, inclusive with City staff to present the shall be upon completion of the For Tasks 2 and 3, if and when authorized, the City agrees to pay and Consultant agrees to accept compensation on an hourly basis according to the following fee schedule, which will remain in effect through December 31, 1994, at which point new rates may be negotiated: A. Jerry Keyser* $150.00 Senior Principal* $145.00 Principal* $140.00 Senior Associate* $120.00 Associate $105.00 Senior Analyst $ 90.00 Analyst $ 80.00 Technical Staff $ 50.00 Administrative Staff $ 45.00 Directly related job expenses not included in the above rates are: Auto mileage, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost. MAXIMUM COMPENSATION The total compensation for all services performed pursuant to this Agreement shall not exceed the sum of FORTY-FIVE THOUSAND DOLLARS ($45,000), without prior approval of the City. *Rates for individuals in these categories will be increased by 50% for time spent in court testimony. 3 METHOD OF PAYMENT Consultant shall submit monthly requisitions to City specifying the amount due for services performed by Consultant's staff and a list of incurred expenses for the past calendar month. Upon approval of the services performed and the requisition, City shall pay Consultant in accordance with such requisition. Monthly billings will be payable within thirty (30) days of invoice date. A charge of 1% per month will be added to all past due accounts. 0 EXHIBIT C GENERAL PROVISIONS 1. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 2. Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 3. Consultant's Liability. The Consultant shall be responsible for all injuries to persons and for all damage to real or personal property of the City or others, caused by or resulting from the negligence of itself, its employees, or its agents during the process of or connected with the rendition of services hereunder. Consultant shall defend and hold harmless and indemnify the City, the Agency, and all officers and employees of both public agencies from all costs and claims for damages to real or personal property, or personal injury to any third party, resulting from the negligence of itself, its employees, or its agents, arising out of the Consultant's performance of work under this Agreement. 4. Equal Employment Opportunity. During the performance of this Agreement, the Consultant agrees as follows: a. The Consultant will not discriminate against any employee or applicant for employment because of race, color, age, religion, sex, national origin, or physical handicap. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, age, religion, sex, national origin, or physical handicap. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notice setting forth the provisions of this non- discrimination clause. b. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, national origin, or physical handicap. 5 C. The Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 5. Consultant Not Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as a agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 6. Products of Consulting. All products of consulting, with the exception of computer software developed by Consultant, shall become the property of the City and shall be delivered to the City before the end of performance under this Agreement. Computer software remains the property of Consultant, 7. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 8. Changes. The City may, from time to time, request change in the Scope of Services of the Agreement to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Agreement. 9. Termination. This Agreement may be terminated by either party on fifteen (15) days written notice to the other. The effective date of cancellation being the 15th day of said written notice. consultant shall be entitled to the compensation earned by it prior to the date of termination, computed pro rata up to and including the date of termination. 10. Attorney's Fees. In the event that it becomes necessary for either party to this Agreement to bring a legal suit to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix reasonable attorney fees to be paid the successful litigant. R