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CDC - Item 3 - Cunsulting Services Between Rsmd Commission & Frank G. Tripepi.3 RCDC Rosemead 8838 East Valley Boulevard, CA 91770 Tel 626.569.2100 Fax 626.307.9218 Commission TO: HONORABLE CHAIRMAN AND MEMBERS ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION FROM: BILLtbVE EXECUTIVE DIRECTOR DATE; JUNE 25, 2002 RE: CONSIDERATION OF CONSULTING SERVICES AGREEMENT BETWEEN THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION AND FRANK G. TRIPEPI A significant amount of commercial development activity is under way or in the planning stage. In order to insure continuity and delivery of these important revenue generating projects, staff is recommending that the Commission approve the attached agreement with the former City Manager. Approval of this agreement will benefit the City and provide staff with an important resource in moving these projects along through the development pipeline. Mr. Tripepi brings special skills and has the advantage of 30 years experience with the City, including numerous personal contacts and associations with key developers and community stakeholders. RECOMMENDATION It is recommended that the Rosemead Community Development Commission approve the Consulting Services Agreement between the Commission and Frank G. Tripepi. COMMISSION AGENDr. JUN 2 5 2uu2 ITEM No. THIS AGREEMENT is made and entered into this day of 2002, by and between the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION (hereinafter called "Commission"), and FRANK G. TRIPEPI, an individual (hereinafter called "Consultant") RECITALS WHEREAS, Commission desires to undertake activities necessary to implement its economic development program which services require a level of staff support presently unavailable to Commission; and WHEREAS, Consultant represents that he is qualified to perform the services under this contract. NOW, THEREFORE, and in consideration of mutual covenants hereinafter contained, it is mutually agreed between the parties as follows: COVENANTS ARTICLE I. SCOPE OF SERVICES Consultant shall perform economic development and project management professional services as directed by the authorized Commission Executive Director and as authorized by work orders provided for in Article III. ARTICLE II. AMENDMENTS TO SCOPE OF SERVICES Commission may request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the rate of Consultant's compensation, shall be mutually agreed upon by and between Commission and Consultant and shall be incorporated in written amendments to this Agreement. ARTICLE III. WORK ORDERS Consultant agrees that work will be performed under the direction of the authorized Commission representatives and in accordance with Commission. work orders (hereinafter "Work Orders") detailing the specific services to be performed by Consultant and the approved budget including "not to exceed" fees for such work. ARTICLE IV. CONSULTANT'S COMPENSATION AND METHOD OF PAYMENT; ARBITRATION For services provided pursuant to Article I of this Agreement, Consultant shall be compensated as an independent contractor at an hourly rate of $125, payable within thirty (30) days following receipt of Consultant's invoice. Consultant shall submit -invoices not later than sixty (60) days - following the end of each month in which services are provided or shall forfeit the amount invoiced. Invoices will describe services provided and the time spent for each service. Consultant shall pay for travel, telephone, fax charges and -out-of-pocket expenses. Commission shall compensate Consultant for printing, copying, mapping and third-party data reports at Consultant's cost plus 15%. Consultant and Commission agree to arbitrate any dispute under this contract concerning Consultant's performance or invoices for services. Consultant agrees, upon Commission's request, to submit to the jurisdiction of such arbitration and to prepare for such proceedings at his sole expense and additionally agrees to abide by the selection of qualified, third-party arbitrators made by Commission. ARTICLE V. TIME OF. PERFORMANCE Consultant agrees that he will diligently and responsibly pursue the performance of the services required of him by this Agreement and Work Orders prepared pursuant to this Agreement. If a delay beyond the control of Consultant is encountered, a time extension mutually agreed upon in writing by Commission and Consultant may be granted. Consultant shall present documentation satisfactory to Commission to substantiate any request for a time extension. ARTICLE VI. COOPERATION BY COMMISSION All information, data, reports, records,, and maps as are existing, available and necessary for carrying out the work as outlined in the Scope of Services shall be furnished to Consultant without charge by Commission. Commission shall cooperate with Consultant in every way possible to facilitate, without undue delay, the work to be performed under this Agreement and Work Orders prepared pursuant to this Agreement. ARTICLE VII. DESIGNATED REPRESENTATIVES The following individuals are hereby designated as representatives of Commission and Consultant respectively to act as liaison between the parties: 2 Community Development Commission: Bill Crowe, Executive Director Consultant: " Frank G. Tripepi Any change in designated. representatives shall be promptly reported to the other party in order to ensure proper coordination of the project. ARTICLE VIII. STANDARDS OF PERFORMANCE Consultant shall comply with all applicable laws, ordinances and codes of the federal, state, and local governments while performing the services described herein ina good, skillful, and professional-like manner. ARTICLE IX. OWNERSHIP OF DOCUMENTS All reports, files, and other material prepared under this Agreement shall be and remain the property of the Commission. ARTICLE X. LEGAL REVIEWS All legal reviews of documents prepared by Consultant are the responsibility of Commission., ARTICLE XI. AUTHORITY OF CONSULTANT Consultant shall be an independent contractor and shall not incur or have the power to incur any debt, obligation or liability whatever against Commission. Consultant shall, as required, represent the Commission as its agent in contracts, solicitations, and negotiations concerning the implementation of the economic development program, but Consultant shall be without authority to bind Commission in any way with respect to terms, conditions, sale prices, times of performance, or any other matter related to Commission's legal liability or performance with respect to the implementation of the economic development program. ARTICLE XII. TERMINATION Either party may terminate this. Agreement upon thirty (30) days' written notice to the other. In the event of such termination, Consultant shall be compensated for all services performed and . expenses incurred to the date of notice of termination as described in a written report to Commission prepared by Consultant, less any amounts previously paid by Commission. - 3 Notice by Commission to Consultant shall be deemed delivered if sent by certified mail, return receipt requested to Frank G. Tnpepi, 21120 Lariat Court, Walnut, CA. 91789. Notice by Consultant to Commission shall be deemed delivered if sent by certified mail, return receipt requested to the Executive Director, Rosemead Community Development Commission, 8838 E. Valley Boulevard, Rosemead, CA 91770. ARTICLE XIV. CONFLICT OF INTEREST Consultant represents and agrees that Consultant has not employed any person to solicit or procure this Agreement, and has not made, and will not make, any payment or any agreement for the payment of any commission, percentage, brokerage, contingent fees, or other compensation in connection with the procurement of this Agreement. Consultant further represents and agrees that he has not now, and will not, acquire any interest, direct or indirect, present or prospective, in any of the property acquired by Commission, during the term of this Agreement. Consultant further represents that it has not employed, and will not employ in connection with work to be performed hereunder, any person having an interest, direct or indirect, in any of the property acquired by Commission during the term of this Agreement and Consultant will notify Commission of and will not work on any projects which may represent or appear to represent a conflict of interest with any other municipal client of Consultant. ARTICLE XV. INSURANCE REQUIREMENTS Consultant shall obtain and maintain during the life of this Agreement, Automobile Liability, including owned, hired, and non-owned vehicles, and Commercial General Liability insurance and Workers Compensation insurance (if required). Consultant shall provide to Commission certificates of insurance showing the insurance coverage described in the above paragraph, in a form and content approved by the Commission's Attorney, prior to beginning work under this Agreement. ARTICLE XVI. INDEMNIFICATION CLAUSE Neither "partyhereto shall be liable for any damages, costs or attorney's fees proximately resulting from the negligent or wrongful actions or omissions of the other parties, employees, agents or contractors performing under this Agreement, and each party shall indemnify, defend and save harmless the other party from such damages, liability, costs, or attorney's fees imposed or incurred. 1• ARTICLE.XVII. ENTIRE AGREEMENT, This "Agreement shall constitute the entire Agreement between the parties. Any amendments to or clarification necessary to this Agreement shall be in writing and acknowledged by both parties to the Agreement. ARTICLE XVIII. MISCELLANEOUS A. Attornevs' Fees If either party to this Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition, the party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all necessary costs the Court or Arbitrator allows in such litigation. All such fees shall be deemed to . have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. B. Staff Consultant agrees that each task as outlined in the work program shall be performed in a manner satisfactory to Commission. C. Subcontractors Consultant shall not employ subcontractors to perform the tasks required in the work program without written approval of Commission. D. Non-Liability of Commission and City Officers and Emplovees No officer or employee of Commission or City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by Commission or the City for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. E. California Law This Agreement shall be construed and interpreted both as to validity and to performance under the laws of the State of California. Any and all legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate Court 5 in such County. Consultant covenants and agrees to submit to the personal jurisdiction of such Court in the vent of such action. IN WITNESS WHEREOF, Consultant and Commission have signed this Agreement on the date set forth hereinabove. CONSULTANT By: Frank G. Tripepi ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION By: Bill Crowe, Executive Director Attest: BY: Commission Secretary ~.6 R(K Rosemead Community Development Commission 8838 East Valley Boulevard, CA 91770 Tel 626.569.2100 Fax 626.307.9218 COMMISSION MEMORANDUM FROM: EXECUTI IRECTOR DATE: JUNE 24, 2002 RE: COMMISSION AGENDA ITEM # 3 - JUNE-25TH MEETING We are attaching a copy of changes on the consultant services agreement that have been requested by Mr. Frank Tripepi. For the most part, the suggested revisions replace the. contracting party Mr. Tripepi with MuniFinancial (the entity employing Mr. Tripepi). In as much as we will still be contracting for Mr. Tripepi's services at the same hourly rate, the changes are acceptable to staff. The Commission's Attorney concurs with the revisions and has suggested one minor correction to Article XIII. Notices, which changes notice delivery from Mr. Tripepi's home address to his corporate office. If the agreement is approved, ave plan to utilize Mr. Tripepi's services and expertise as we proceed through the developmen't review process for Edison's G05 parcel. It is anticipated that billable hours would run from 10 to 20 hours per month. Additionally, Mr. Tripepi's technical and support services may be required for the reuse planning of the abandoned ToysRUs site, and various pending project activities along the Valley Blvd. corridor. CONSULTING SERVICES AGREEMENT between the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION and MUNIFINANCIAL THIS AGREEMENT is made and entered into this day of 2002, by and between the, ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION (hereinafter called "Commission"), and MUNIFINANCIAL, a California corporation (hereinafter called "Consultant") RECITALS WHEREAS, Commission desires to undertake activities necessary to implement its economic development program which services require a level of staff support presently unavailable to Commission; and WHEREAS, Consultant represents that he is qualified to perform the services under this contract. NOW, THEREFORE, and in consideration of mutual covenants hereinafter contained, it is mutually agreed between the parties as follows: COVENANTS ARTICLE I. SCOPE OF SERVICES Consultant shall perform economic development and project management professional services as directed by the authorized Commission Executive Director and as authorized by work orders provided for in Article 1II. ARTICLE II. AMENDMENTS TO SCOPE OF SERVICES Commission may request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the rate of Consultant's compensation, shall be mutually agreed upon by and between Commission and Consultant and shall be incorporated in written amendments to this Agreement. ARTICLE III. WORK ORDERS Consultant agrees that work will be performed under the direction of.the authorized Commission representatives and in accordance with Commission work orders (hereinafter "Work Orders") detailing the specific services to be performed by Consultant and the approved budget including "not to exceed" fees for such work. ARTICLE IV. CONSULTANT'S COMPENSATION AND METHOD OF PAYMENT; ARBITRATION For services provided pursuant to Article I of this Agreement, Consultant shall be compensated as an independent contractor at an hourly rate of $125, payable within thirty (30) days following receipt of Consultant's invoice. Consultant shall submit invoices not later than sixty (60) days following the end of each month in which services are provided. Invoices will describe services provided and the time spent for each service. Consultant shall pay for travel, telephone, fax charges and out-of-pocket expenses. Commission shall compensate Consultant for printing, copying, mapping and third-party data reports at Consultant's cost plus 15%. Consultant and Commission agree to arbitrate any dispute under this contract concerning Consultant's performance or invoices for services. Consultant agrees, upon Commission's request, to submit to the jurisdiction of such arbitration and to prepare for such proceedings at his sole expense. The parties shall select a qualified third party arbitrator by mutual agreement. In the event that the parties are unable to agree, they shall apply to the Superior Court for Los Angeles County for the appointment of an arbitrator. ARTICLE V. TIME OF PERFORMANCE Consultant agrees that he will diligently and responsibly pursue the performance of the services required of him by this Agreement and Work Orders prepared pursuant to this Agreement. If a delay beyond the control of Consultant is encountered, a time extension mutually agreed upon in writing by Commission and Consultant may be granted. 'Consultant shall present documentation satisfactory to Commission to substantiate any request for a time extension. ARTICLE VI. COOPERATION BY COMMISSION All information, data, reports, records, and maps as are existing, available and necessary for carrying out the work as outlined in the Scope of Services shall be furnished to Consultant without charge by Commission. Commission shall cooperate with Consultant in every way possible to facilitate, without undue delay, the work to be performed under this Agreement and Work Orders prepared pursuant to this Agreement. ARTICLE VII. DESIGNATED REPRESENTATIVES The following individuals are hereby designated as representatives of Commission and Consultant respectively to act as liaison between the parties: 2 Community Development Commission: Bill Crowe, Executive Director Consultant: Frank G. Tripepi Any change in designated representatives shall be promptly reported to the other party in order to ensure proper coordination of the project. ARTICLE VIII. STANDARDS OF PERFORMANCE Consultant shall comply with all applicable laws, ordinances and codes of the federal, state, and local governments while performing the services described herein in a good, skillful, and professional-like manner. ARTICLE IX. OWNERSHIP OF DOCUMENTS All reports, files, and other material prepared under this Agreement shall be and remain the property of the Commission. ARTICLE X. LEGAL REVIEWS All legal reviews of documents prepared by Consultant are the responsibility of Commission. ARTICLE XI. AUTHORITY OF CONSULTANT Consultant shall be an independent contractor and shall not incur or have the power to incur any debt, obligation or liability whatever against Commission. Consultant shall, as required, represent the Commission as its agent in contracts, solicitations, and negotiations concerning the implementation of the economic development program, but Consultant shall be without authority to bind Commission in any way with respect to terms, conditions, sale prices, times of performance, or any other matter related to Commission's legal liability or performance with respect to the implementation of the economic development program. ARTICLE XII. TERMINATION Either party may terminate this Agreement upon thirty (30) days' written notice to the other. In the event of such termination, Consultant shall be compensated for all services performed and expenses incurred to the date of notice of termination as described in a written report to Commission prepared by Consultant, less any amounts previously paid by Commission. 3 ARTICLE XIII. NOTICES Notice by Commission to Consultant shall be deemed delivered if sent by certified mail, return receipt requested to MuniFinancial, Attention: Frank Tripepi, 28765 Single Oak Drive, Suite 200, Temecula, California, 92590. Notice by Consultant to Commission shall be deemed delivered if sent by certified mail, return receipt requested to the Executive Director, Rosemead Community Development Commission, 8838 E. Valley Boulevard, Rosemead, CA 91770. ARTICLE XIV. CONFLICT OF INTEREST Consultant represents and agrees that Consultant has not employed any person to solicit or procure this Agreement, and has not made, and will not make, any payment or any agreement for the payment of any commission, percentage, brokerage, contingent fees, or other compensation in connection with the procurement of this Agreement. Consultant further represents and agrees that he has not now, and will not, acquire any interest, direct or indirect, present or prospective,. in any of the property acquired by Commission, during the term of this Agreement. Consultant further represents that it has not employed, and will not employ in connection with work to be performed hereunder, any person having an interest, direct or indirect, in any of the property acquired by Commission during the term of this Agreement and Consultant will notify Commission of and will not work on any projects which may represent or appear to represent a conflict of interest with any other municipal client of Consultant. ARTICLE XV. INSURANCE REQUIREMENTS Consultant shall obtain and maintain during the life of this Agreement, Automobile Liability, including owned, hired, and non-owned vehicles, and Commercial General Liability insurance and Workers Compensation insurance (if required). Consultant shall provide to Commission certificates of insurance showing the insurance coverage described in the above paragraph, in a form and content approved by the Commission's Attorney, prior to beginning work under this Agreement. , ARTICLE XVI. INDEMNIFICATION CLAUSE Neither party hereto shall be liable for any damages, costs or attorney's fees proximately resulting from the, negligent or wrongful actions or omissions of the other parties, employees, agents or contractors performing under this Agreement, and each party shall indemnify, defend and save harmless the other party from such damages, liability, costs, or attorney's fees imposed or incurred. 4 ARTICLE XVIL ENTIRE AGREEMENT This Agreement shall constitute the entire Agreement between the parties. Any amendments to or clarification necessary to this Agreement shall be in writing and acknowledged by both parties to the Agreement. ARTICLE XVIII. MISCELLANEOUS A. Attorneys' Fees If either party to this Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition, the party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all necessary costs the Court or Arbitrator allows in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. B. Staff Consultant agrees that each task as outlined in the work program shall be performed in a manner satisfactory to Commission. C. Subcontractors Consultant shall not employ subcontractors to perform the tasks required in the work program without written approval of Commission. D. Non-Liability Officers and Employees' No officer or employee of Commission or City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by Commission or the City for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. No officer or employee of Consultant shall be personally liable to the Commission or City, or any successor in interest, in the event of any default or breach by Consultant of any obligation of the terms of this Agreement. E. California Law This Agreement shall be construed and interpreted both as to validity and to performance under the laws of the State of California. Any and all legal actions concerning any 5 dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate Court in such County. Consultant covenants and agrees to submit to the personal jurisdiction of such Court in the vent of such action. IN WITNESS WHEREOF, Consultant and Commission have signed this Agreement on the date set forth hereinabove. MUNIFINANCIAL, a California Corporation By: Frank G. Tripepi, President ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION By: Bill Crowe, Executive Director Attest: By: Commission Secretary 6 JUN-24-2002 09:37 MUNIFINRNCIRL ZmuniFina - ncial www.muni.com DATE! June 24, 2002 DELVER TO: Bill Crowe - City Manager BUSINESS NUMBER: VERIFY: Pages INCLUDING this cover sheet. If complete transmission did not go through, immediately call person designated below or Billie James CODE: COMPANY: Cirv of Rosemead FAX NUMBER: 626-307-9218 9096993460 P.01 FROM: Frank Temecula Office 28765 Single Oak Drive Suite 200 Temecula, CA 92590 (909) 699.3990 (800) 755- MUNI (6864) Fax: (909) 699-3460 Florida Office 357 Stiles Avenue Orange Park, FL 32073 P.U. Box 1179 Orange Park, FL 32067 (904) 278-7874 (800) 428-8996 Fax: (904) 278-4665 ❑ Oakland Office 1736 Franklin Street Suitc 450 Oakland, CA 94612 (510) 832-0899 Fax: (510) 832-0898 Industry Office 13191 Crossroads Pkwy North Suite 405 Industry, CA 91746-3497 (562) 908-6260 Fax: (562) 695-2120 Washington Office 20230 41 a Placc N.E. Seattle, WA 98155 (206) 361-8494 Fax: (206) 361-9118 ❑ San Diego Office 9275 Sky Park Court Suite 110 San Diego, CA 92123 (858) 467-6955 Fax: (858) 467-1346 El Maryland Office Keenan Rice 8340 Governor Ridgley Lane Ellicott City, MD 21043 . (410) 480-2618 Fax: (410) 480.2468 Phoenix Office 1717 W. Northern Avenue Suite 112 Phoenix, A2 85021-5469 (602) 870-7600 Fax (602) 870-7601 (800) 643-3671 Corporate Office 2125 E. Katella Avcnuc Suite 200 Anaheim, CA 92806 (714) 940.6300 Fax: (714) 940-4920 Lancaster Office ❑ Maryland Office corporate office 231 E. Avenue M Joshua Forster ' Accounting/Finance Dept. Iarrcasmr, CA 93535 10015 Old Columbia Road 2125 E. Katella Avenue (661) 949.0882 Suite B215 Suite 200 Fax: (661) 723-0854 Columbia, MD 21046 Anaheim, CA 92806 (410) 290-5935 (714) 940-6300 Fax: (410) 290-7665 Fax: (714) 940-4920 Here are the changes from Corporate Counsel'. If you have any questions, please feel free to contact me. Thank you. The infonM1ltlu. contalnea in unis aso!nue is intended for the use of Ire InatuiduaT r# entlly named above. It Ire 1696tr Of hit m63e2ge Is not the Intended reoplanl Or the Cmpl%9e m Sgenl reaponsmle to deuer it to the Intended Rclplan, you are hereby noanea met any arseenunssdn, distribution or eddying of this eommunimbon is Mildly Prohibited. If you hevc .ecolved this comnn6ceuon In enor. poasc nodfy us unmed sivy by mang (600) 755.6664 and return me angindl fa. mterla!s to us at me above mdaed address v!a firs! class melt. We will relmoune you for poslaee. Remlpl by anyone otha• than the Intended redolent is not a waiver of work-proauet privilege, , JUN-24-2002 09:36 MUN I F I NANC I AL ion, cI. CUU[ ~:UZrbl LAVOIE MUA1114JARMAN '/147044700 To:MUNIFINANCIAL LAVOIE, Me-&A' & JARMAN RICHARD F. MCCAIN ROBERT L. LAVOIF: FAX COVER SHEET DATE: June 21, 2002 TO: Frank Tripepi FIRM NAME: MUNIFINANCIRL FAX NUMBER: (909) 699.3460 MAIN PHONE: (909) 699-3990 FROM: Robert L. Lavoic FIRM NAME: LAVOIE, MCCAIN & JARMAN FAX NUMBER: (714) 704-4706 MAIN PHONE: (714) 704-4700 9096993450 P.02 No. 8258 11. 1/7 2125 FAST KATELLA AVrNUr, SUI fE 210 ANAHEIM, CALIrORwA 92806 TELEPHONE (714) 7044700 TELECOPIER (714) 704-4706 SUBJECT. Consulting Agreement with the Rosemead Community Development Commission THIS FAX CONSISTS OF 7 PAGES (INCLUDING COVER SHEET).-IF THERE ARE ANY PROBLEMS WITH THIS TRANSMITTAL, PLEASE CONTACT RHONDA COMMENTS: Frank, my comments are attached. Please let me know if any of these need explanation. Bob COPIES TO: JUTA-24-2002 09:38 MUN IF INANC I AL 909699460 F.33 Jun. [1. ZUR 0:ULYM LAVUIL MCCAIN UARMAN 7147044700 No. 8251; P. z%i CONSULTING SERVICES AGREEMENT between the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION and MUNIFIN.4NCIAL TIES AGREEMENT is made and entered into this day of 2002, by and between the ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION (hereinafter called "Commission"), and +R-REM, mt 'dtmF (hereinafter called "Consultant") *MUNIFINANCIAL, a California corporation, RECITALS WHEREAS, Commission desires to undertake activities necessary to implement its economic development program which services require a level of staff support presently unavailable to Commission; and WHEREAS, Consultant represents that he is qualified to perform the services under this contract. NOW, THEREFORE, and in consideration of mutual covenants hereinafter contained, it is mutually agreed between the parties as follows: COVENANTS ARTICLE I. SCOPE OF SERVICES Consultant, shall perform economic development and project management professional services as directed by the authorized Commission Bxecutive Director and as authorized by work orders provided for in Article 111. ARTICLE It. AMENDMENTS TO SCOPE OF SERVICES Commission may request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the rate of Consultant's compensation, shall be mutually agreed upon by and between Commission and Consultant and shall be incorporated in written amendments to this Agreement. ARTICLE III. WORK ORDERS Consultant agrees that work will be performed under the direction of the authorized Commission representatives and in accordance with Commission work, orders (hereinafter "Work Orders") JUN-24-2002 09:_7B NUN IFINRNciAL 9056990460 P.04 It. L Lava wim L A Y U I L m~un ut ad AAfunty (141U441UU NU, t1L5ft F. j/I detailing the specific services to be performed by Consultant and the approved budget including "not to exceed" fees for such work. ARTICLE IV. CONSULTANT'S COMPENSATION AND METHOD OF PAYMENT; ARBITRATION For services provided pursuant to Article 1 of this Agreement, Consultant shall be compensated as an independent contractor at an hourly rate of 5125, payable within thirty (30) days following receipt of Consultant's invoice. Consultant shall submit invoices not later than sixty (60) days following the end of each month in which services are provided Invoices will describe services provided and the time spent for each service. Consultant shall pay for travel, telephone, fax charges and out-of-pocket expenses. Commission shall compensate Consultant for printing, copying, mapping and third-party data reports at Consultant's cost plus IS%. Consultant and Commission agree to arbitrate any dispute under this contract concerning Consultant's performance or invoices for services, Consultant agrees, upon. Commission's request, to submit to the jurisdiction of such arbitration and to prepare for such proceedings at his sole expense The parties shall select a qualified third party arbitrator by mutual agreement in the everyr that the parties are unable to agree, they shall apply to the Superior Court far Los Angeles for the appointment of an arbitrator. ARTICLE V. TIME OF PERFORMANCE Consultant agrees that he will diligently and responsibly pursue the performance of the services required of him by this Agreement and Work Orders prepared pursuant to this Agreement. If a delay beyond the control of Consultant is encountered, a time extension mutually agreed upon in writing by Commission and Consultant may be granted. Consultant shall present documentation satisfactory to Commission to substantiate any request for a time extension. ARTICLE VI. COOPERATION BY COMMISSION All information, data, reports, records, and maps as arc existing, available and necessary for carrying out the work m outlined in the Scope of Services shall be furnished to Consultant without charge by Commission. Commission shall cooperate with Consultant in every way possible to facilitate, without undue delay, the work to be performed under this Agreement and Work Orders prepared pursuant to this Agreement. ARTICLE VII. DESIGNATED REPRESENTATIVES The following individuals are hereby designated as representatives of Commission and Consultant respectively to,act as liaison between the parties: 2 JUN-24-2062 09:39 MUNIFINRNCIRL Jun. 21.2UU1 b: WM LAVOIE MCCAIN &JARMAN 7147044700 Community Dovelovment Commission: Bill Crowe, Executive Director Consultant: Frank G. Tripepi 9096993460 P.25 No. 8258 P. 4/7 Any change in designated representatives shall be promptly reported to the other party in order to ensure proper coordination of the project. ARTICLE VIII. STANDARDS OF PERFORMANCE Consultant shall comply with all applicable laws, ordinances and codes of the federal, state, and local governments while performing the services described herein in a good, skillful, and professional-like manner. ARTICLE IX. OWNERSHIP OF DOCUMENTS All reports, files, and other material prepared under this Agreement shall be and remain the property of the Commission. ARTICLE X. LEGAL REVIEWS All legal reviews of documents prepared by Consultant are the responsibility of Commission. ARTICLE XI. AUTHORITY OF CONSULTANT Consultant shall be an independent contractor and shall not incur or have the power to incur any debt, obligation or liability whatever against Commission. Consultant shall, as required, represent the Commission as its agent in contracts, solicitations, and negotiations concerning tho implementation of the economic development program, but Consultant shall be without authority to bind Commission in any way with respect to terms, conditions, sale prices, times of performance, or any other matter related to Commission's legal liability or performance with respect to the implementation of the economic development program. ARTICLE M1. TERMINATION Either party may terminate this Agreement upon thirty (30) days' written notice to the other. In the event of such termination, Consultant shall be compensated for all services performed and expenses incurred to the date of notice of termination as described in a written report to Commission pccpared by Consultant, less any amounts previously paid by Commission. 3 SUN-24-2002 09:39 MUNIFINRNCIAL MI. CL [UUZ S,UJYM LAVUI@ MUCAIN tJARMAN 7147044?00 ARTICLE XIII. NOTICES 9096993460 P.OE No. 8288 F, 8/7 Notice by Commission to Consultant shall be deemed delivered if sent by certified mail, return receipt requested to Frank G. Tripepi, 21120 Lariat Court, Walnut, CA 91789. Notice by Consultant to Commission shall be deemed delivered if sent by certified mail, return receipt requested to the Executive Director, Rosemead Community Development Commission, 8838 E. Valley Boulevard, Rosemead, CA 91770, ARTICLE XIV. CONFLICT OF INTEREST Consultant represents and agrees that Consultant has not employed any person to solicit or procure this Agreement, and has not made, and will not make, any payment or any agreement for the payment of any commission, percentage, brokerage, contingent fees, or other compensation in connection with the procurement of this Agreement. Consultant further represents and agrees that he has not now, and wUl not, acquire any interest, direct or indirect, present or prospective, in any of the property acquired by Commission, during the term of this Agreement. Consultant further repreaents that it has not employed, and will not employ in connection with work to be performed hereunder, any person having an interest, direct or indirect, in any of the property acquired by Commission during the term of this Agreement and Consultant will notify Commission of and will not work on any projects which may represent or appear to represent a conflict of interest with any other municipal client of Consultant, ARTICLE XV. INSURANCE REQUIREMENTS Consultant shall obtain and maintain during the life of this Agreement, Automobile liability, including owned, hired, and non-owned vehicles, and Commercial General Liability insurance and Workers Compensation insurance (if required). Consultant shall provide to Commission certificates of insurance showing the insurance coverago described in the above paragraph, in a form and content approved by the Commission's Attorney, prior to beginning work under this Agreement. ARTICLE XVI. INDEMNIFICATION CLAUSE Neither parry hereto shall be liable for any damages, costs or attorney's fees proximately resulting from the negligent or wrongful actions or omissions of the other panics, employees, agents or contractors performing under this Agreement, and each party shalt indemnify, defend and save harmless the other party from such damages, liability, costs, or attorney's fees imposed or incurred. 4 JUN-24-2002 09:43 MUNIFiNANCIAL 9096993460 P.07 Jao. Ll. ZUUC 5:U4YM LAVUIE MCCAIN &JAWN 7147044700 No. 8258 P. 8/7 ARTICLE XVII. ENTIRE AGREEMENT This Agreement shall constitute the entire Agreement between the parties. Any amendments to or clarification necessary to this Agreement shall be in writing and acknowledged by both parties to the Agreement. ARTICLE XVIII. MISCELLANEOUS A. Atternev's Fees If either party to this Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall.be entitled to reasonable attorneys' fees. Attomeys' fees shall include attorneys' fees on any appeal, and in addition, the party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all necessary costs the Court or Arbitrator allows in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceabI6 whether or not such action is prosecuted to judgment. B, Staff Consultant agrees that each task as outlined in the work program shall be performed in a manner satisfactory to Commission. C. ,$uheontractor5, Consultant shall not employ subcontractors to perform the tasks required in the work program without written approval of Commission. D. Non-Liability of Officers and Employees No officer or employee of Commission or City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by Commission or the City for any amount which may become due to Consultant or its successor, or for breach of any obligation of the terms of this Agreement. No officer or employee of Consultant shall be personally liable to the Commission or City, or any successor to rn res in the even o any a au t or breach by Consultant o any o igatron oj 7772 terms Agreement. E. California Law This Agreement shall be construed and interpreted both as to validity and to performance. under the laws Of the State of California. Any and all legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate Coun JUN-24-2002 09:40 MUNIFINANCIAL 9096993460 P.08 Jul[. Ll. LUUL J: U4rla LRVUIL MUUHIIV hdAKMAN f]41U44lUU No, tZtd in such County. Consultant covenants and agrees to submit to the personal jurisdiction of such Court in the vent of such action, IN WITNESS WHEREOF, Consultant and Commission have signed this Agreement on the date set forth hereinabove. CONSULTANT ML1vIFINANCL4L, a California corporation By: Frank G. Tripepi, President By: By: ROSEMEAD COMMUNITY DEVEIJOPMENT COMMISSION Bill Crowe, Executive Director Attest: Commission Secretary , 6