HomeMy WebLinkAboutC-2131AMENDMENT *NO. 1 TO AGREEANT FOR
PROFESSIONAL RELOCATION CONSULTING SERVICES
BY AND BETWEEN THE CITY OF ARCADIA AND
OVERLAND, PACIFIC & CUTLER
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and Overland, Pacific & Cutler, a California corporation,
with respect to that certain Professional Services Agreement between the parties dated
March 16, 2005 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is
extended to December 31, 2008.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
City Manager
Dated: J j V 2008
+TTES7) n
City C
APPROVED AS TO FORM:
Ri!�
City Attorney
OVERLAND, PACIFIC & CUTLER
By /Cx�
Title
CONCUR:
Jason Kruckeberg
ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this Oh day of 2005 by
and between the Arcadia Redevelopment Agency, a public body, corporate and politic organized
under the laws of the State of California with its principal place of business at 240 West
Huntington Drive, Arcadia, California 91066 -6021 ( "Agency ") and Overland, Pacific & Cutler,
Inc, formerly known as Stadler, Shober and Cline, Inc., dba Pacific Relocation Consultants, a
California corporation, with its principal place of business at 100 W. Broadway, Suite 500, Long
Beach, CA 90802 -4432 ( "Consultant "). Agency 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 Agency on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing professional relocation
services to public clients, is licensed in the State of California, and is familiar with the plans of
Agency.
2.2 Project.
Agency desires to engage Consultant to render such services for the Morlan Place project
( "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 Agency all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional relocation 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.
3.1.2 Term. The term of this Agreement shall be from January 5, 2005 to
December 31, 2007, 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.
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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. Agency 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 Agency 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, Agency shall respond to Consultant's submittals in a timely manner. Upon
request of Agency, 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 Agency.
3.2.4 Substitution of Key Personnel. Consultant has represented to Agency 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 Agency. In the event that Agency and
Consultant cannot agree as to the substitution of key personnel, Agency 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 Agency, or who are determined by the
Agency 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 Agency. The key personnel for performance of
this Agreement are as follows: Barry McDaniel, Mark La Bome, and Julia Miranda.
3.2.5 Agency's Representative. The Agency hereby designates Don Penman,
Deputy Executive Director, or his designee, to act as its representative for the performance of
this Agreement ( "Agency's Representative "). Agency's Representative shall have the power to
act on behalf of the Agency for all purposes under this Contract. Consultant shall not accept
direction or orders from any person other than the Agency's Representative or his designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Barry
McDaniel, 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 Agency
staff in the performance of Services and shall be available to Agency'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 Agency, 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 Agency 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 Agency, 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 Agency,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, Agency, 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.
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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 Agency 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 Agency that the subcontractor has secured all insurance required under this section;
provided, however, that in lieu thereof, the Consultant may provide evidence to the Agency that
all subcontractors are additional insureds under the Contractor'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 Agency, 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, 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, Agency, 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 Agency 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 $2,000,000. 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.
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3.2.10.3 Professional Liability. [INTENTIONALLY OMITTED]
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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 /Agency to add the following provisions to the insurance policies:
(A) General Liabilitv, The general liability policy shall be
endorsed to state that: (1) the City, Agency, 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, Agency, 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, Agency, 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.
(B) Automobile Liabilitv. The automobile liability policy shall
be endorsed to state that: (1) the City, Agency, 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, Agency, 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, Agency, 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 Liabilitv
Coverage. The insurer shall agree to waive all rights of subrogation against the City, Agency, 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
Agency; 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, Agency, 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, Agency, its directors, officials, officers, employees, agents and volunteers.
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3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City /Agency.
Consultant shall guarantee that, at the option of the City /Agency, either: (1) the insurer shall
reduce or eliminate such deductibles or self - insured retentions as respects the City, Agency, 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 to do business in
California, and satisfactory to the City /Agency.
3.2.10.8 Verification of Coveraee. Consultant shall furnish
City /Agency with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to the
City /Agency. 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 Agency if requested. Copies of all certificates and endorsements must be received and
approved by the Agency before work commences. The Agency 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 /Agency 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 Agency'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 One Hundred Seventy Three Thousand
Dollars ($173,000) without written approval of Agency's Deputy Executive Director. Extra
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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 Agency 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. Agency 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 Agency.
3.3.4 Extra Work. At any time during the term of this Agreement, Agency may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by Agency 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 Agency'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 Agency 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. Agency 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
Agency, 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, Agency 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
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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, Agency 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:
Agency:
Overland, Pacific & Cutler, Inc.
100N. Broadway, Suite 500
Long Beach, CA 90802 -4432
Attn: Barry McDaniel
Arcadia Redevelopment Agency
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Deputy Executive 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 Agency 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 Agency 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 Agency. Agency 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
Agency's sole risk.
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3.5.3.2 Confidentialitv. 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 Agency, 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 Agency'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 Agency.
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. Consultant shall defend, indemnify and hold the City,
Agency, 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.
Consultant shall defend, 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, Agency, its directors, officials, officers, employees, agents or volunteers. Consultant shall
pay and satisfy any judgment, award or decree that may be rendered against City, Agency 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, Agency or its directors, officials, officers, employees, agents or volunteers.
Consultant shall reimburse City, Agency 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, Agency, its
directors, officials, officers, employees, agents or volunteers and shall take effect immediately
upon execution of this Agreement.
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.
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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 Agency's Right to Employ Other Consultants. Agency 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 Agency. 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
Agency 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.
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; Severabilitv. 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
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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, Agency shall have the right to rescind this Agreement without
liability. For the term of this Agreement, no member, officer or employee of Agency, during the
term of his or her service with Agency, 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
Agency'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.
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 Agency. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
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ARCADIA REDEVELOPMENT AGENCY
By: 0 b By:
William R. Kelly
Executive Director
Dated: flb 2005
ATTEST-
!� I
Agency Secretary
APPROVED AS TO FORM:
Stephen P. Deitsch
Agency Attorney
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OVERLAND, PACIFIC & CUTLER, INC.
NISMC M
PawnJ I a as
Department Head ate
9 0
EXHIBIT "A"
SCOPE OF SERVICES
OVERLAND, PACIFIC & CUTLER, INC.
Per the Agreement dated November 7, 2001, the Consultant (formerly known as Stadler, Shober
and Cline, Inc., dba Pacific Relocation Consultants), through windshield and visual surveys of
the businesses on the proposed Morlan Place Project site, discussions with City staff, review of
sales tax and business information provided by City staff, review of sales tax and business
information provided by City staff, and Pacific Relocation Consultant's ( "PRC ") professional
expertise in relocating similar businesses in other cities in Los Angeles County, provided to the
Agency an estimate (low to high range) of the total cost of relocating each of the known
businesses on the 4 -acre± site.
Imnlementation
Upon written Notice to Proceed for each business, the Consultant shall proceed with
implementation of relocation of the businesses per the California Redevelopment and Relocation
Laws, Guidelines and Agency Relocation Guidelines.
The Consultant shall also provide Rusnak expansion site property management services to secure
property in a timely manner, if so requested by the Agency in writing.
The Consultant shall meet with the Agency in two 2 -hour meetings: (a) at the start of
Implementation, and (b) at a date and time to be determined.
A -1
Exhibit "B"
SCHEDULE OF SERVICES
OVERLAND, PACIFIC & CUTLER, INC.
0
Following Notice to Proceed from the Agency, Consultant shall
provide relocation assistance to displaced businesses and property
management services following their move and prior to clearance
Property Management Services
3. Two 2 -hour meetings:
a) at Project Implementation
b) date and time to be determined
LIM
Beginning
January 2005
As requested
by the Agency
January 2005
to be determined
0
Exhibit "C"
COMPENSATION
OVERLAND, PACIFIC & CUTLER, INC.
Relocation Implementation
a) Administrative — Review of Agency project - related documents
b) Properties /Businesses to be relocated
(Rod's, Public Storage/U -Haul, Farmers' Insurance,
Uniforms 4 School, Goldsmith & Son Jewelers, Elks Club,
Church in Arcadia)
C) Two 2 -hour meetings
Property Management
Administrative set -up fee — Fixed fee of $125 per managed
unit/property /parcel
Trust Account set -up fee - $300
Monthly Management fee — Fixed fee of $85 per occupied
unit/property /parcel, $25 per vacant unit/property /parcel or
$300 per month, whichever is greater
Sub - Contractor Charge — 15% of invoiced amount - $30 minimum
(Does not include possible Public Storage Property Management fee,
est. $35,000)
TOTAL — Initial appropriation
C -1
0
$173,000
Included
Included
Included
To be determined
$173,000