Item 14.1 - Approval of 1-Yr Extension on Consulting Agreement for Economic Development - AGENDA REPORT SUMMARY --
Honorable Mayor and Members of the City Council
Honorable Chairman and Members of the Redevelopment Agency
FROM: James L. Bowersox, City Manager/Executive Director
INITIATED BY: John O. Fitch, Assistant City Manager/Assistant Executive Director~C:~r
Warren H. Shafer, Director of Redevelopment Service~-~:~'
DATE: March 28, 1995
SUBJECT: Approval of a One-Year Extension on the Consulting Agreement for
Economic Development
ABSTRACT
In April 1993, the City Council/Redevelopment Agency approved a two-year contract for
economic development services. The need for the position was suggested by
Councilmember Cafagna and verified by the management audit conducted by Hughes, Heiss
and Associates. The contract expires April 1, 1995 and an extension is recommended.
ENVIRONMENTAL REVIEW
This action is not subject to CEQA review.
FISCAL IMPACT
The contract for services will remain at $65,000, which is included in the Economic
Development budget for FY 1994/95. The Redevelopment Agency currently has a budget of
$146,500 for the Economic Development Program.
ADDITIONAL PUBLIC NOTIFICATION AND CORRESPONDENCE
Ross Spalding has received a copy of this report.
~ECOMMENDATION
It is recommended that the City Council/Redevelopment Agency approve a one year
extension of the current contract for Economic Development services with Ross D.
Spalding and authorize the City Mananger/Executive Director to execute the agreement.
ACTION
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'AGENDA REPORT
CITY OF POWAY
This re~ is included on the Consent Calendar, There mil ~ no serrate discussion of ~e re~ pdor to approval ~ ~e ~ ~~ /I
Ci~ Council unless members of the Council, staff or public r~uest it to ~ removed from the Con~nt Calendar and ~.~./+~.~". ~<~
discussed separately. If you wish to have this re~ pulled for d~uss~on, please fill out a simp indicating the re~ numar '~~~,
and give. it to the Ci~ Clerk prior to the beginning of ~e Ci~ Council m~Ung. · ~I]
TO. Honorable Mayor and Members of the C~ty Council
Honorable Chairman and Members of the Redevelopment Agency I
I
FROM: James L. Bowersox, City Manager/Executive Director
XNITXATED BY: John D. Fitch, Assistant City Manager/Assistant Executi~'~J)irecto
Warren H. Sharer, Director of Redevelopment Services~,~
DATE: March 28, 1995
SUBJECT: Approval of a One-Year Extension on the Consulting Agreement
for Economic Development
BACKGROUND
In April 1993, the City Council/Redevelopment Agency approved a two-year contract
for economic development consulting services. This action was taken at the
request of Councilmembers Cafagna and Emery to retain an economic development
specialist. It was also a finding in the Hughes, Heiss and Associates management
audit. On April 13, 1995, the City Council/Redevelopment Agency approved a staff
recommendation to contract with Ross D. Spalding for economic development
services. Mr. Spalding came to this position with many years of experience in
the economic development field.
FINDINGS
During the past two years Ross Spalding has been responsible for developing the
City's economic development program. In this capacity he has worked to lower the
vacancy rate in the South Poway Business Park from 20% to 5%, developed an
advertising program which has developed over 600 contacts, developed information
material and a newsletter to help promote Poway, and also help promotion of the
retail commercial area. Mr. Spalding has also assisted the City promote and
achieve a better relationship with the business/development community.
At the City Council's workshop on the Business Park, the Council confirmed the
intent of industrial development of the Park. Given the current market
conditions, it appears the most likely prospects will be "end users" of the
vacant land. As a general rule, these types of users require more effort on our
part to locate and then assist through the development process. In order to
capture this share of the market, it will be necessary to continue with our
economic development program.
ACTION:
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Approval of a One-Year Extension on the Consulting Agreement for Economic
Development
Hatch 28, 1995
Page 2
ENVIRONMENTAL REV)EW
This action is not subject to CEQA review.
FISCAL IMPACT
The contract for services will remain at $65,000, which is included in the
Economic Development budget for FY 1994/95. The Redevelopment Agency currently
has a budget of $146,500 for the Economic Development Program.
ADDITXONAL PUBLIC NOTXFXCATION AND CORRESPONDENCF
Ross Spalding has received a copy of this report.
RECONNENDATION
It is recommended that the City Council/Redevelopment Agency approve a one year
extension of the current contract for Economic Development services with Ross D.
Spalding and authorize the City Manager/Executive Director to execute the agreement.
Attachment: Current Contract for Services with Ross D. Spalding
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bGREEMENT FOR CONSULTANT SERVICES
This Agreement, entered into this 13th day of April, 1993, by
and between the POWAY REDEVELOPMENT AGENCY (hereinafter referred to
as "Agency") and ROSS D. SPALDING (hereinafter referred to as
"Consultant").
RECITALS
WHEREAS, Agency desires to obtain the services of a private
consultant to perform economic development and redevelopment
services; and
WHEREAS, Consultant is an economiG development consultant and
has represented that Consultant possesses the necessary
qualifications to provide such services; and
WHEREAS, Agency has authorized the preparation of an agreement
to retain the services of Consultant as hereinafter set forth.
NOW, THEREFORE, IT IS MUTUALLY AGREED THAT AGENCY DOES HEREBY
RETAIN CONSULTANT ON THE FOLLOWING TERMS AND CONDITIONS:
1. Scope of Services.
Consultant shall provide services as described in Exhibit
"A" entitled "Special Provisions" attached hereto and made a part
hereof.
2. Compensation and Reimbursement.
Agency shall compensate and reimburse Consultant as
provided in Exhibit "A" entitled "Special Provisions" attached
hereto and made a part hereof.
3. Term of Aareement.
The term of this Agreement shall be as described on
Exhibit "A" entitled "Special Provisions" attached hereto and made
a part hereof.
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4. Termination.
This Agreement may be terminated with or without cause by
Agency. Termination without cause shall be effective only upon 60-
day written notice to Consultant. During said 60-day period
Consultant shall perform all consulting services in accordance with
this Agreement. This Agreement may be terminated by Agency for
cause in the event of a material breach of this Agreement,
misrepresentation by Consultant in connection with the formation of
this Agreement or the performance of services, or the failure to
perform services as directed by Agency. Termination for cause
shall be effected by delivery of written notice of termination to
Consultant. Such termination shall be effective upon delivery of
said notice.
5. Confidential Relationship.
Agency may from time to time communicate to Consultant
certain information to enable Consultant to effectively perform the
services. Consultant shall treat all such information as
confidential, whether or not so identified, and shall not disclose
any part thereof without the prior.written consent of Agency.
Consultant shall llmit the use and circulation of such information,
even within its own organization, to the extent necessary to
perform the services. The foregoing obligation of this Paragraph
5, however, shall not apply to any part of the information that (i)
has been disclosed in publicly available sources of information;1
(ii) is, through no fault of Consultant, hereafter disclosed in
publicly available sources of information; (iii) is now in the
possession of Consultant without any obligation of confidentiality;
or (iv) has been or is hereafter rightfully disclosed to Consultant
by a third party, but only to the extent that the use or disclosure
thereof has been or is rightfully authorized by that third party.
Consultant shall not disclose any reports,
recommendations, conclusions or other results of the services or
the existence of the subject matter of this contract without the
prior written consent of the Agency. In its performance hereunder,
Consultant shall comply with all legal obligations it may now or
hereafter have respecting the information or ocher property of any
other person, firm or corporation.
6. Consultinq Services Provided to Others.
Consultant shall not represent any other client, public
or private, in addition to Agency during the term of this Agreement
unless Consultant first obtains the express written consent of
Agency.
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7. Office Space and Clerical SUPPort.
Agency shall provide office space and clerical support to
Consultant at its sole cost and expense.
8. Covenant ~qainst Continaent Fees. '
Consultant declares that it has not employed or retained
any company or person, other than a bona fide employee working for
Consultant, to solicit or secure this Agreement, that it has not
paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift or
any other consideration, contingent upon or resulting from the
award or making of the Agreement. For breach of violation of this
warranty, Agency shall have the right to annul this Agreement
without liability, or, at its sole discretion, to deduct from the
Agreement price or consideration, or otherwise recover the full
amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
9. Ownership of Documents.
All memoranda, reports, plans, specifications, maps and
other documents prepared or obtained under the terms of this
Agreement shall be the property of Agency and shall be delivered to
Agency by Consultant upon demand.
10. Conflict of Interest and Political Reform Act
Obllaations.
During the term of this Agreement Consultant shall not
act as consultant or perform services of any kind for any person or
entity whose interests conflict in any way with those of the Agency
or the City of Poway. Consultant shall at all times comply with
the terms of the Political Reform Act and the local conflict of
interest ordinance. Consultant shall immediately disqualify itself
and shall not use its official position to influence in any way any
matter coming before the Agency in which the Consultant has a
financial interest as defined in Government Code Section 87103.
Consultant represents that it has no knowledge of any financial
interests which would require it to disqualify itself from any
matter on which it might perform services for the Agency.
Consultant shall comply with all of the reporting
requirements of the Political Reform Act and local ordinance.
Specifically, Consultant shall file Statements of Economic Interest
with the city Clerk of the City of Poway in a timely manner on
forms which Consultant shall obtain from the City Clerk.
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Neither any part nor all of this Agreement may be
assigned or ~ubcontracted, except as otherwise specifically
provided herein, or to which Agency, in its sole discretion,
consents to in advance thereof in writing. Any assignment or
subcontracting in violation of this provision shall be void.
12. Maintenance of Records.
Consultant shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence
pertaining to costs incurred and shall make such materials
available at its office at all reasonable times during the contract
period and for three (3) years from the date of final payment under
this Agreement, for inspection by Agency and copies thereof shall
be furnished, if requested.
13. Independent Contractor.
At all times during the term of this Agreement,
Consultant shall be an independent comtractor and shall not be an
employee of the City of Poway or Agency. Agency shall have the
right to control Consultant only insofar as the results of
Consultant,s services rendered pursuant to this Agreement; however,
Agency shall not have the right to control the means by which
Consultant accomplishes
14. Licenses, Permits, Etc.
Consultant represents and declares to Agency that it has
all licenses, permits, qualifications, and approvals of whatever
nature that are legally required to practice its profession.
Consultant represents and warrants to Agency that Consultant shall,
at its sole cost and expense, keep in effect at all times during
the term of this Agreement, any license, permit, or approval which
is legally required for Consultant to practice its profession.
15. Consultant,s Insurance.
Consultant shall provide insurance as set forth in
Exhibit "A" entitled "Special Provisions" attached hereto and made
a part hereof.
16. Liability.
Notwithstanding any other provision contained in this
Agreement, Consultant shall be responsible for all injuries to
persons and for all damage to real or personal property of Agency
or others, caused by or resulting from the wrongful act or
negligent acts, errors, or omissions of itself, its employees, or
its agents during the progress of, or in connection with, the
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rendition of services hereunder. Consultant shall hold harmless
and indemnify Agency, and all officers and employees of City and
Agency from all costs and claims for damages to real or personal
property, or personal injury to any third party, including
reasonable attorney fees resulting from the negligent performance
of Consultant, its employees, or its agents, under this Agreement.
17. Consultant Not an ~qeDt.
Except as Agency may specify in%r tiring, Consultant shall
have no authority, expressed or implied, to act on behalf of Agency
in any capacity whatsoever as an agent. Consultant shall have no
authority, expressed or implied, pursuant to this Agreement to bind
Agency to any obligation whatsoever.
18. ~ersonnel.
Consultant shall assignqualified and certified personnel
to perform requested services. The Agency shall have the right to
review and disapprove personnel for assignment to Poway projects.
Agency shall have the unrestricted right to order the
removal of any person(s) assigned by Consultant by giving oral or
written notice to Consultant to such effect.
Consultant's personnel shall at all times comply with
Agency's drug and alcohol policies then in effect.
19. Notices.
Notices shall be given as described on Exhibit "A"
entitled "Special Provisions" attached hereto and made a part
hereof.
20. Arbitration.
In the event of a dispute between Agency and Consultant
concerning the terms of this Agreement or its performance, the
parties agree to submit' such dispute to arbitration before the
American Arbitration Association or other mutually acceptable
arbitrator. In the event that the subject of such arbitration is
compensation claimed by Consultant in the event of termination,
Consultant's damages shall be limited to compensation for the 60-
day period for which Consultant would have been be entitled to
receive compensation if terminated without cause. In the event of
arbitration, each party shall bear its own attorneys' fees and
costs incurred.
21. Gender.
Whether referred to in the masculine, feminine, or as
"it," "Consultant" shall mean the individual or corporate
consultant and any and all employees of consultant providing
services hereunder.
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This Agreement shall constitute the entire understanding
between Consultant and Agency relating to the terms and conditions
of the services to be performed by Consultant.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
By:~
~.~L. Bowersox
Its: City Manaqer
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"SPECIAL PROVISIONS"
A. ~cope o~ Services.
Consultant agrees to perform consulting services as
required by Agency. Consultant shall provide the necessary
qualified personnel to perform the services. In performance of the
services Consultant shall:
1. Personally perform the consulting services on a
full-time (minimum 40 hours per week) basis as required by
Agency.
2. Take its direction from and report to the
Redevelopment Director of the Agency or, from the Executive
Director of the Agency or the Assistant Executive Director of
the Agency if so instructed by the Executive Director.
3. Develop an economic development program including
the following:
a. A data base and informational insert for the
city marketing brochure;
b. Identification and preparation of a list of
potential business relocatees to Poway; provision of
information to each, contact, follow-up, and site visits
with same; and
c. Trade magazine and business periodical ad
campaign.
4. Promote the image and investment opportunities of
the City of Poway by meeting with other professionals, and
members and prospective members of the Poway business
community.
5. Actively formulate and direct business development
activities to promote the economic development of Poway.
6. Confer and coordinate economic development
activities with other members of Poway staff.
7. Prepare and submit memoranda and reports to the
Agency concerning the activities of the Consultant and the
status of business development within the community.
8. Make oral presentations to the Agency in public
meetings as directed by the Executive Director.
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B, Comuensat~on and Rei~burseme~t.
Agency shall pay Consultant a fee equal to Sixty-Five
Thousand Dollars ($65,000.00) per year as compensation for
consulting services, payable Two Thousand Five Hundred ($2,500.00)
bi-weekly. Consultant's fee shall include and Consultant shall be
responsible for the payment of all federal, state, and local taxes
of any kind which are attributable to the compensation received.
In addition to said consulting fee, Consultant shall be
reimbursed for all reasonable expenses, including lodging,
telephone, and travel (air, auto, rail) necessarily incurred in
performance of the services. Consultant shall bill Agency for such
expenses as incurred, referencing this Agreement. All expenses
shall be itemized and supported by receipts for amounts in excess
of Twenty-Five Dollars ($25.00). Statements for reimbursement of
expenses shall be paid within ten (10) days of approval by Agency.
Ail air travel shall be billed at coach or special fare rates.
Only lodging outside San Diego County shall be reimbursable.
Consultant shall receive prior authorization for air travel and
lodging expenses. · All other expenses shall be reimbursed in
accordance with Agency's cash disbursement policies in effect at
the time incurred.
C. Term of AGreement.
This Agreement shall be effective from the period
commencing April 15 , 1993 and ending April 1, 1995, unless sooner
terminated by Agency as provided in the section of this Agreement
entitled "Termination." Upon expiration or termination of this
Agreement, Consultant shall return to Agency any and all equipment,
documents or materials and all copies made thereof which Consultant
received from Agency or produced for Agency for the purposes of
this Agreement.
D. Consultant's Insurance.
Consultant shall maintain its own liability, automobile,
and Workers' Compensation insurance concerning its own employees.
Consultant shall provide proof of automobile and Workers'
Compensation insurance on demand.
E. Notices.
All notices, billings and payments hereunder shall be in
writing and sent to the following addresses:
To Redevelopment Director: Poway Redevelopment Agency
13325 Civic Center Drive
Poway, CA 92064
To Consultant: Ross D. Spalding
12350 Oliva Road
'- San Diego, CA 92128
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