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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
STREET LIGHT ASSESSMENT DISTRICT ADMINISTRATION
(CITYWIDE & KAITLYN DISTRICTS) FOR FY 2011 -2012
1. PARTIES AND DATE.
This Agreement is made and entered into this :L of ,
2011 by and between the City of Arcadia, a charter city ordanized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and WILLDAN
FINANCIAL SERVICES, a California, Corporation, with its principal place of business at
27368 Via Industria, Suite 110, Temecula, CA 92590 ( "Consultant "). City and
Consultant are sometimes individually referred to as "Party" and collectively as
"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing
assessment engineering services to public clients, is licensed in the State of
California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Street
Lighting Assessment District Administration (Citywide and Kaitlyn Districts) for
FY 2011 -2012 ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional assessment
engineering services necessary for the Project ( "Services "). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be for one (1) year from
date of execution, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Stacee Reynolds, Project Manager.
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3.2.5 City's Representative. The City hereby designates Tom Tait,
Public Works Services Director, or his or her designee, to act as its representative for
the performance of this Agreement ( "City's Representative "). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
Stacee Reynolds, Project Manager, or his or her designee, to act as its representative
for the performance of this Agreement ( "Consultant's Representative "). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
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costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self- insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability. Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim and $2,000,000 annual aggregate, and shall be endorsed to
include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
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(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be canceled except
after thirty (30) days prior written notice by first -class mail; provided, however, that in the
event of cancellation due solely to non - payment of premium, ten (10) days notice of
cancellation for non - payment of premium may instead by given to the City; and (B) any
failure to comply with reporting or other provisions of the policies, including breaches of
warranties, shall not affect coverage provided to the City, its directors, officials, officers,
employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved
to do business in California, and satisfactory to the City.
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3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed SIX
THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($6,500.00), without written
approval of the City Manager. Extra Work may be authorized, as described below, and
if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
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shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
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3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Willdan Financial Services
27368 Via Industria, Suite 110
Temecula, CA 92590
Attn: Stacee Reynolds, Project Manager
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Maria Taylor, Senior Management Analyst
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any negligent or
other wrongful acts, omissions or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation
the payment of all consequential damages and attorney's fees and other related costs
and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and
risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against City, its directors, officials, officers, employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against City or its directors, officials, officers, employees, agents
or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and /or volunteers,
for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City, its
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directors, officials, officers, employees, agents or volunteers and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References, Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
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3.5.13 Amendment: Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
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3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Donald Penman
City Manager
APPROVED AS TO FORM:
Steph n P. Deitsch
City Attorney
Revised 12/10 LM
13
WILLDAN FINANCIAL SERVICES
(Signature)
Mark J. Risco, Senior Vice President
(Print Name & Title)
CONCUR:
Tom Tait
Public Works Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Scope of Services
Landscaping and Lighting Assessment District Administration
Willdan Financial Services ( "Willdan ") shall perform the following district administration services for the City of Arcadia's
Citywide Lighting Assessment Districts and Kaitlyn Landscaping and Lighting Assessment District. Willdan will;
1. Schedule an annual Kick -off Meeting with City staff to review the existing district information. Identify and discuss
possible changes to the district for the upcoming fiscal year, including budget issues, annexations, modifications, or
expansion of district improvements, as well as legislative changes that may impact the district.
2. Prepare an annual levy timeline identifying key dates and timeframes for pertinent tasks throughout the levy process.
This timeline will be reviewed and discussed with City staff. As needed, the timeline will also be adjusted to address
the City's scheduling requirements or proposed district changes.
3. Coordinate with City staff to establish the annual budget for the District that ensures appropriate and accurate
cost - recovery accounting. Willdan will assist City staff to prepare and review the annual district budget; thus ensuring
the appropriate incorporation of maintenance contract costs, administrative expenses, material costs, capital costs,
and other incidental costs into the district budget to achieve maximum cost -to- benefit equity. Willdan can help to see
that adequate and appropriate fund balances are identified. In addition, Willdan will use the updated parcel databases
for the district to provide estimates of the assessment revenue for the upcoming fiscal year. These revenue estimates
will be incorporated into the fiscal year budgets for the district, which will be analyzed to determine required changes
in the level of assessment or funding from other sources. If necessary, Willdan can meet with City staff to discuss
aspects of the annual budget.
4. Maintain and update a parcel levy database by using the parcel information from various sources. As new data
becomes available, update the database; and enhance the data through parcel research using current secured roll
information, County Assessor maps, various third -party resources, and specific information provided by the City
(e.g., up -to -date map approval status, building permits, or certificate of occupancy data). Updates to the database will
include those necessitated by the addition and /or removal of parcels, land subdivisions and merges, ownership and
mailing address changes, and adjusted benefit unit information. This database will then become the source for the
calculation of the annual district assessments.
Based upon their assigned benefit, our MuniMagicTM software will be used to calculate the annual assessments for
the parcels within the district. This software is capable of handling complex assessment methodologies and formulas,
calculating the annual assessments, and producing files in the required format for submittal to the County
Auditor /Controller's Office. The same data can then be used to reproduce databases of assessed parcels in hardcopy,
CD -ROM, or other electronic formats. The County secured roll, Assessor's parcel maps, or any other necessary or
required data sources for the calculation of the annual assessments will then be purchased by Willdan; and the cost
will be passed onto the City.
5. Draft necessary resolutions to be adopted in conjunction with the annual levy of assessments. If requested, assist City
staff in the preparation of staff reports. By applying current legislation, Willdan will identify and discuss recommended
changes to the resolutions with the City. The City acknowledges that the City Attorney will review all resolutions for
form and content, as is intended.
6. Attend, in addition to the annual Kick -off Meeting, up to two (2) City meetings, public hearings, and /or staff meetings.
Willdan will also be available to answer any questions requested by staff. Typically, we attend the public hearing; but
we have, upon request, included an additional meeting to address budget issues with staff, or to adopt the Resolution
of Intention. Willdan staff time for these meetings is included in our fee proposal, while travel expenses will be billed
separately from actual costs incurred. (For further details, please see the Fee Schedule.)
7. Prepare the district's annual Engineer's Report in accordance with the Landscaping and Lighting Act of 1972, and the
provisions of the California Constitution Article XIIID (Proposition 218). This report will include the following required
elements:
■ A general description of the district, which may include key historical facts, zone designations, and discussion of
district benefits;
• A description of the plans and improvement specifications (this may apply to documents on file at the City);
• An estimate of the costs of the improvements (budget);
A description of the Method of Apportionment (assessment calculation);
A diagram of the district (provided by the City);
0131
• An assessment of the estimated cost to each parcel; and
is An affidavit stating that a professional engineer has been prepared the report.
8. Provide the City with two (2) bound copies of the full Engineer's Report, including the collection roll (one [1] for the
City Clerk, and one [1] for City staff); and one (1) unbound copy of the Engineer's Report for staff to reproduce, as
needed.
9. Provide assessment amounts for each parcel by Assessor's Parcel Number to the County Auditor /Controller's Office
in the media, format, and configuration required by the County for placement on the annual property tax roll.
10. Provide resolutions ordering the levy, collection of assessments, and any other necessary information to the County
Auditor /Controller's Office.
11. Research exceptions upon receipt of a parcel exceptions list from the County; and update parcel number changes, as
well as report the revised parcels and updated levy amounts to the County. As necessary, Willdan will prepare for City
staff additional County- required correspondences relating to the submittal, correction, or removal of assessments to
the County tax roll.
12. Provide the City with a levy summary report comparing budget amounts, to the actual applied levy. This levy summary
will include a description of the reasons for any significant variances between the amounts budgeted, and the
amounts actually applied to the County tax roll.
13. Act as primary contact (at the discretion of the City) to answer property owner questions regarding the district and
assessments. Typically, Willdan provides the County with our toll -free telephone number for inclusion on tax bills for
property owners to call with questions.
14. (Optional): Prepare and mail invoices (handbills) to all property owners whose proposed annual assessment for their
parcel could not be applied to the County tax roll (parcels for which the County does not generate a tax bill). These
invoices would be provided in two (2) installments, similar to the County tax bills, and would be payable directly to the
City. This is an optional service, and the cost associated with this service is not included in the annual fee; but may be
provided at our then - current hourly consulting rates (see "Additional Services" section), plus expenses.
Cite iespmnsibfiffes
Willdan will rely on obtaining the following information from the City of Arcadia:
• Annual budget information, including estimated fund balances.
• Changes, modifications, or updates to the improvements described in the previous year's Engineer's Report.
• Certified copies of the resolution(s) or other documentation required by the County for submittal of the annual levy.
• Complete list of improvements provided and maintained in each specific zone, and identified in the current Engineer's
Report as being on file in the engineering department.
• Updated boundary diagrams, as required.
As required by law, the City of Arcadia is responsible for the publishing of public hearing notices in the local newspaper,
as well as for the posting of said notices.
If needed, the City of Arcadia will assist Willdan in obtaining pertinent development information.
The City acknowledges that Willdan shall be relying upon the accuracy and validity of the information provided by the City
and /or its designees, and agrees that Willdan shall not be liable for any inaccuracies contained therein.
A -2
Fees Schedule
Landscaping and Lighting Assessment District Administration
The below annual administration fee reflects application of the scope of services. We will invoice the City of Arcadia on a
monthly percentage - completion basis; and the fee will be subject to an increase, which will not exceed the change in the
annual Consumer Price Index (CPI) for the applicable areas, as calculated by the United States Department of Labor.
Citywide Lighting Assessment District 1 1-1,000 1 $4,500
Kaitlyn Landscaping and Lighting Assessment District 1 5 1 0
Reimbursable Expenses
Willdan will be reimbursed for out -of- pocket expenses. Examples of reimbursable expenses include, but are not limited to:
■ Postage,
■ Travel expenses,
• Mileage (currently 51¢ per mile), and
• Copying (currently 6¢ per copy).
Any additional expense for reports or otherwise from outside services, will be billed to the City. Charges for meeting and
consulting with counsel, the City, or other parties regarding services not listed in the scope of work above will be at our
then - current hourly rates (see "Additional Services" below). In the event a third party requests documentation, Willdan
may, in accordance with Willdan's applicable rate schedule, charge such third party for providing said documents.
Additional Services
Hourly Rates
Additional services may be authorized by the City and will be billed at our then - current hourly consulting rates. Our current
hourly rates are:
Title
Group Manager
Hourly-Rate
$ 210
Principal Consultant / Principal Engineer
200
Senior Project Manager
165
Project Manager
145
Senior Project Analyst
130
Senior Analyst
120
Analyst
100
Analyst Assistant
75
Property Owner Services Representative
55
Support Staff
50
A -3
Project Timeline / Schedule
Landscaping and Lighting Assessment District Administration
Following consultation with City staff, specific milestones will be developed. For the time being, the below table presents a
general project timeline. We will meet the City's predetermined project schedule, with all final deliverables, within one
year.
Start Date
Task
Kick-off Meeting: At this meeting, the following will be discussed:
■ Districts, and their history
■ Levy process
■ Overall expectations
■ City council meeting dates
April
■ Staffing changes
■ Budget information
• District changes (including improvements and provided services)
■ Formations or annexations
■ Assessment changes (particularly new or increased assessments)
■ Projected levy timeline
Based on Kick-off Meeting, Willdan provides the City with revised budget
worksheets and timeline options, including revised timeline to accommodate
noticing and balloting (if necessary).
April/May
Willdan updates levy database for the current year, including all preliminary
database checks, land use, and parcel changes. Identify all levy issues, including
any additional maps or parcel information necessary to complete the Preliminary
Engineer's Report.
May
Willdan develops draft Engineer's Report, and begins preliminary assessment
evaluation.
Based on Preliminary Assessment Evaluation, City staff and Willdan discuss the
may
budgets, proposed assessments, and revenue alternatives. City staff confirms their
intent to not have any new or increased assessments (no property owner ballots will
be required), and then finalize the levy process.
Mid May
City provides Willdan with final budget cost estimates.
Based on City's input concerning proposed assessments and budgets, Willdan
Late May
completes final modifications t: the Engineer's Report; all resolutions and
documentation are finalized.
Wilidan delivers-,
Two Weeks Prior to
■ Preliminary Engineer's Report,
Intent Meeting
■ All resolutions and documents necessary for the Intent Meeting, and
■ Resolutions and documents needed for the public hearing (if completed).
Intent Meeting: Council adopts three (3) resolutions-,
1. initiating proceedings and authorizing preparation Of Engineer's Report,
June
9. Preliminary approval of the Engineer's Report (reviews and preliminarily
approves the report, and proposed assessments), and
1
3, Resolution of Intentior.
A-4
Start Date
Task
Wilidan delivers:
Two Weeks Prior to
■ Resolutions to be adopted at the Public Hearing (if not previously provided), and
Public Hearing
■ Final Engineer's Report (if changes or modifications to the Preliminary Report
were ordered by City Council action or if any substantial or material changes
must be made to the report on file with the City Clerk).
Two Weeks Prior to
Public Hearing
City Clerk publishes the Resolution of Intention in local newspaper
Public Hearing: Council holds public hearing regarding the district and
assessments. After the public hearing has been closed, Council may discuss
July 5
and adopt the following appropriate district and levy of assessment resolutions:
■ Resolution approving the Engineer's Report (as submitted or amended), and
■ Resolution ordering the levy and collection of assessments.
City Clerk provides Willclan with two (2) certified "wet copies" of all documents to
Mid-July
be submitted to the County with the assessment roll, including the resolution
ordering the levy and any Proposition 218 compliance documentation that may
be required.
Late July
Based on updated parcel change information and rates approved by City
Council, Willclan reviews and updates parcel levy data.
First week, in
Wilidan submits levy to County (levy tape, resolutions, and any other
August
documentation).
Late August
Willclan submits levy corrections to the qCounty for all taxable exceptions.
October
Willclan provides the City with an applied levy summary.
A-5
Exhibit "B"
SCHEDULE OF SERVICES
The term of this Agreement shall be for one (1) year from date of execution, unless
earlier terminated as provided herein. Consultant shall complete the Services within the
term of this Agreement, and shall meet any other established schedules and deadlines
B -1
Exhibit "C"
COMPENSATION
Compensation shall be based on time and materials spent in accordance with the
following tasks, not to exceed the total compensation listed:
Assessment Engineering Services $6,500.00
Total Compensation $6,500.00
The total compensation shall not exceed the total listed without written authorization in
accordance with Section 3.3.1 of this agreement.
C -1