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HomeMy WebLinkAboutC-2715d CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING SERVICES RELATED TO FORMATION OF A PROPERTY BASED IMPROVEMENT DISTRICT (PBID) FOR DOWNTOWN ARCADIA 1. PARTIES AND DATE. n4 This Agreement is made and entered into this °day of 2012 by and between the City of Arcadia, a charter city organized 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 New City America, Inc. a California Corporation with its principal place of business at 710 West Ivy Street, San Diego, CA 92101 ("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 Property Based Improvement District (PBID) formation 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 formation of a PBID for Downtown Arcadia ( "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 cost evaluation consulting 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. Revised 12/10 LM 3.1.2 Term. The term of this Agreement shall be from June 12, 2012 to September 1, 2013, 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: Marco Li Mandri, President. Revised 12/10 LM 2 3.2.5 City's Representative. The City hereby designates Jason Kruckeberg, Assistant City Manager /Development Services Director, or his 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 Marco Li Mandri, President, or his 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 Revised 12/10 LM 3 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 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, Revised 12/10 LM 4 • underground, products and completed operations; Automobile Li coverage Insurance Services Office Business Auto for any auto owned, leased, and borrowed by Consultant or for which Consultant is responsible, and (3) Workers' Compensation and Employer's Liability: Compensation r .. firequired • of • and • + Liability 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 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. Revised 12/10 LM 5 (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, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage; 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 be 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 Acceptabilit V 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. Revised 12/10 LM 6 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 Seventy Thousand Dollars and Zero Cents ($70,000.00) 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 Revised 12/10 LM 7 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 " - • 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. 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 Revised 12/10 LM 8 and in such manner as it may determine appropriate, services similar to those terminated. Pelivery of Notices. All notices permitted or required under 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: M New City America, Inc. 710 West Ivy Street San Diego, CA 92101 Attn: Marco Li Mandri President City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Jason Kruckeberg, AICP Assistant City Manager /Development Services Director 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 Revised I2 /10 LM 9 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. 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 alleged 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, Revised 12/10 LM 10 for f all legal expenses f costs incurred by of i i therewith or i i the indemnity provided. obligation ti indemnify • not be restricted to insurance proceeds, received f directors, officials, officers, • i agents or i .. effect immediately upon i of 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 Law. 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 Revised 12/10 LM reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 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. Revised 12/10 LM 12 3.5.20 AuthoritV to Enter Acireement. Consultant has all requisite power and authority • 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. Dominic Lazzaretto City Manager Stephen P. Deitsch City Attorney Revised 12/10 LM 13 Ja'son Krudkeberg Date Assistant City Manager/ Development Services Director EXHIBIT "A" SCOPE OF SERVICES Consultant shall perform the following services as outlined in their proposal dated January 15, 2012. Additionally, while the contract is between the City of Arcadia and New City America, it is understood that New City America will work directly with the Arcadia Downtown Business Association on the development of a PBID in downtown Arcadia SCOPE OF WORK -- PROVIDE AN ITEMIZED SCOPE OF WORK WITH OVERALL SCHEDULE, AND INDICATE THE ANTICIPATED TIME TO COMPLETE EACH STEP Phis is a prafessfonal services contract with investigation and formation costs of the Downtown Arcadia Downtown Special Benefits District based upon a time and materials formula. Tlie contract amount may be negotiated once New City America has been selected as the preferred consultant group. Task in the Scope of Response by AICA j Estimated Time Line for Services { Completion i.. _ ... __. .. . Meet w;th ADBA Core NCA has years of experience working with I Assuming the contract Group and Familiarize i Downtown stakeholder groups- NC_A will get commencing in April 7017, Team with Downtown up to speed on the level of development of the j this task would be achieved Arcadia ADBA based upon reading meeting minutes, n April and May City report,, reviewing any Downtown specific 1 �JIanS ci71d TeWfewtrl Committee lice 5tt UCt ll C'e e g - __... Work with ADBA to NCA will discuss the ros and cons of the pros Based upon su support of the UP Develop Goals and PBID /CBD and how this is the most successful City and the ADBA, the Budget for Downtown strategy in expediting the revitalization survey would be mailed out j i Arcadia process. NCA will conduct a standard special n May and be due in lone j benefits written survey and mail it out to the = or early July, The results of maximur'n pool of possible PBID stakeholders. the survey would be I Ile survey will determine conceptual support reviewed by the ADBA at for the PBID, where that support exists in the end of July and this j Downtown, the types of services desired and j would be the basis for I the frequency of those services, proceeding with formation ; 1 of thedlstrict _ _...._.. Meetings with Property NCA would create a new CBD /PBID Steering —_... __. the PBID /CBD Steering, I Owners and Business ? Committee to lead the effort of the PBID Cormlintee would be Owners Investigation and formation. The Steering ( fonne to review the I Committee would inr_fude all ADBA members, proposed survey, the City and Redevelopment officials, as well as potential survey { those property owners who have expressed boundaries and lead the interest in Downtown renewal in the past. overall effort_ The Steering Marco Li Mandri of NCA would lead Neese Committee will meet firs! In meetings and prepare the agenda and working i May and work( throughout documents for the meetings. This group would 1 the completion of the i become the Think tank and working group of proposal in July 2013, I the effort 1 Additional Marketing NCA has conducted PBID /CBD campaigns in activities Spanish, Vietnamese, Korean, Chinese and among a variety of different property owners groups– both large and small. We have marketing, and promoted CBD /PBID.s successfully m at least 100 locations in California over the past 15 years, resulting in the formation of over 60 districts being fornned A -1 C c im7,dete P81,) Plan RCA wi ---_ _ I( wrath and present a ntrMber of t is anticipated that the Process, it Ouding PBiD /CBD plans and present there to the PBID /CB0 plan will be Drafting Docuirr ms, Steering Committee, The Comrmttee Will written and prevented to Voting, and review and eventually approve a plan that the Steering t:cmirnitte.e Presentation to the City generates enough revenue to make an impact i from August through Council /Redevelopment but not be an unreasonable. burden. Once they C November 2()12, r,ntil Agency plan has been Campleted, NCA will have the approved, The plar> >,viH plan approved by an Assessment Engineer and i then be certified by an then submit it to the Arcadia City Attorney for assessment engineer in review and approval. Once this process has Novo nhe r and then be i been completed, NCA will write and distribute. given to the City Al`torney f the petition Working with the rafeeri rig It is a55i.f nlPCl that the plc'!1 Committee to coldrtct the necessary signatures will be fully approved in to bring it to the public. hearing and vote: of the December and the petition ! property owners process will commence in early lanuaiy 2013, The petitions will be rornpie>ted ; by (lurch and it is anticipated that the - I Resolution of intent will of approved in, May with the frnai public heairing /vote being held rnJuly Coordinate with Agency NCA will be the main point of contract between NCA will play this role from staff — Contract the ADBA, Downtown property owners, the the beginning to the end of nanagement City and the Redevelopment Agency officials. � this process NCA has extensive experience filling this relationship and working to bring all forces i together to implement this process !, Other tasks NCA can also be contracted with the City of the i This trans'itio'n pencid new PBID /CBD stakeholders group, to ;would occur trtirvi August transition the ADBA from an advocacy group to through December 2013 . a functioning District Management Corporation The first funds for the new that will administer the new district under district would be contract with the City of Arcadia transferred in Dec. 2013. A -I F; 4 �,- � Consultant shall begin services on June 12, 2012 to September 30, 2013. is Exhibit "C" Total compensation shall not exceed a lump sum of Seventy Thousand Dollars and Zero Cents ($70,000.00). There are no reimbursable amounts as part of this agreement. COST PROPOSAL - THE PROPOSAL SHALL INCLUDE A PROJECT COST TO COMPLETE THE SCOPE 01: SERVICES AND THE METHODOLOGY PROPOSED. THE PROPOSAL SHALL ALSO INCLUDE A COST BREAKDOWN FOR EACH STEP IN THE SCOPE OF WORK. THE CONSULTANT SHALL ALSO PROVIDE A SCHEDULE OF HOURLY BILLING RATES FOR THE VARIOUS STAFF MEMBERS INVOLVED IN THE PROJECT, SHOULD THE NEED FOR EXTRA SERVICES ARISE. THE COST PROPOSAL SHALL INCLUDE A LIST OF REIMBURSABLE EXPENSES, IF ANY, THAT THE CONSULTANT WILL SUBMIT AS PART OF THE WORK ON THE PROJECT (EXCLUDING TRAVEL), INCLUDING ANY OVERHEAD OR MARKUP i... .. .. ..... --- - - . .. ...... . . - Estimated Tane ine Estimated costs Function and Task to be Completed Phose I - Investination (DOIA'A'TOWNARCADIA SPECIAL BENEFITS 06 RiCT INVESTICArIVE STAGE) I With support from City Staff and the ADBA and Life April 10,000 Arcadia Stakeholders Group, invite area business and property owners to form a Downtown Arcadia Benefits District (SBD) Steering Committee, Review initial i boundaries for the CBD stuffy area with the Steering Committee; determine the scope of the investigation. datnfii- a-d investigate contacts for property Create -wners with - Ili study area, , Agree to study area boundaries with Arcadia Downtown April I See above Special Benefits District Steering Committee, prepare a parcel map. T Create and distribute a Arcadia Downtown Special April See. above. Benefits District mailed written survey to property owners ascertaininpLonc,g_p ial support for special benefits district and priority of services within the designated study area I 4. Plot survey results on parcel map, identifying support May - June and opposition by color S. Present survey results to the Arcadia Downtown Special June i Benefits District Steering Cart ul nt tee, brief City Manager's office as needed. 6, At the conclusion of the investigation, the Arcadrit July - August $ 8,000 Downtown Special Benefits District Steering Committee will make the determination if conceptual weighted slipbMt exists for moving forward to the formation stage of The contract, If yes, set final boundaries of the district Get approval of the C6D Steering Committee to work with tile City Manager's office to craft the process for the SBD formation to the City Council. Begin writing the new Arcadia enabling ordinance with the City Attorney .......... .. '--- . . . ........... .. Estimated MoKimurri Time and Material Costs rf Professional 5erwcesfor the Arcadia Downtown $30,000.00 Special Hpnefit5 District /ove.stigutive Stoge C-1 Af,CI 0 00tNNT0tAOV S,F1Mfit f.3tnrrirs DISMicr f.stimoted Firru line Estimated costs '. PHASE' 11 - cORMATION STAGE i 1 Write new5lettflr surnrnariling the, Downtown Arcadia �... September eciai Benin, Lrstrict, {SBD stuvey iesi.dts. Send 01-it i pioperty ve0lication forms to all afferced property owners. Work on new enabling ordinance if necessary. Submit property database to the City for verification of � database. � � ?. Write 'tie first craft preliminary Arcadia Downtown i October - November 5 17,000 Special tenefits District M8nagernent District Plan, submit = to the SBD Steering C:ornrnittee, rneet frequently with Steering Committee until the plan has been fully supported. the Management District Plan is a legal document which will include the costs per property Owner; 1, list of special benefit services to be funded; benefit zones, if any; frequency of services; boundaries; t:errn of the district and management. _. �_ . _,......_._. .�........ . _ _p...___ .. _....._...._ 3. Final re= the SBD Management ent District Plan; get �. Novernber 8,006 approval from the Arcadia Downtown Special Benefits District Steering Committee. Communicate with property owners on status of the district'fvrrnation process. 4_ Have plan approved by an independent, non -city 1 December — JanuaryJ,OOQ for certified assessment engineer, Once certified, have plan � 2013 � Assessment submitted to the City Manager's office for review. Once Engineer City Attorney's office has reviewed and approved the plan, initiate petition drive, in coordination with the SBD Steering (r7nYmittei rnemhers to trigger the ballot, mail out plan surnmary to all property owners 5. CaMplete petition drive, submit petitions to the City February 7,UC0 Managers office 6 Update property owners on the progress of formation Throughout pro cess C No costs of ort included in all of =, I the Phases 7. LNorir with the City on ballot preparation_ if necessary April See above - ....... S. Follow Up with Arcadia Downtown Special Benefits May—July S 4,D{70 District Steering Cornn0ttee to ensure weighted majority i prone, 'tyOwners vote and return ballots i 9 Attend public hearing, help City in professing ballots June icily S 6,000 Estirrtoted Costs of Professionol Sr:rvir_es for the 5' 40,000M formation of the Downtown Arcadia Speciol Benefits District including direct expenses and engineer's i report ' Total. Estimated COstS of investigation, Formation, 70,000.00 Direct Expenses including Assessment Engineer's Report (excluding travel) 14 C °1 The hourly rates listed below are based upon the aSSUITIP60f) th8t this is a tiMe a,,,,d maieiials con/r act, °xth deliverables expected atmnou�s stages of the »r�ocme, I Marco Li Mandri, President, S 300.00 per hour 120 - 150 hours -oject Manager S 115,00 per hour 80-10011 oi-111 Assistant roject Manager I 100 - 1-20 hours Work I Chris Gornez, Design and Research7l 80.00 per, hour 10 hours i John Li Mandri, Mapping, Fie,]ij 60.00 pei hour 40 - 60 hours work Administration $ 80,00 per hour 12 - 15 hours Marlena Zawadzki, Clerical 5 40,00 per hour To be determined Ed Henning, EIAA and L ___._Assessment Engineer $2,000 flat fee ,j This is a professional services contract with anticipated *m6 n'odvr/m||e$nnws. This emmam includes the costs of an independent Assessment Engineer and n^s6hie �oa| related expenses, New [hv wncnca, Inc. is on independent private corporation established In the state of California, which specinUzcs in business community assessment district formation, consulting and administration arid will bear all payroll and personnel related costs. ,j Billings will besubmitted periodically as direct expenses are incurred, Diiect cont reimbursement ponnc"ts dxW be due upon receipt. eH|iugp ,bvD be based v000 delineated reimbursement of direct expenses, (postage, copies, layout, production, properly database subscription services and adminiu,auve). � The terms and conditions of this proposal shall be honored for 60 days ;ommencn:on the date of the cover letter. EXCEPTIONS — THE AGENCY xeanvso THE RIGHT To GRANT excspnomsTo THE RFP. MowsvsR, CONSULTANT MUST NOTE ANY EXCEPTIONS, AND THE REASON, /w THE PROPOSAL There are no exceptions nrconditions that are part uf this proposal, 15