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HomeMy WebLinkAboutC-1829alotr< ORIGINAL AMENDMENT NO. 2 TO AGREEMENT FOR MECHANICAL d� ENGINEERING DESIGN SERVICES BY AND BETWEEN d BETWEEN THE CITY OF ARCADIA AND HORIUCHI AND ASSOCIATES This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the State of California, and Horiuchi and Associates, a California Corporation with respect to that certain Professional Services Agreement between the parties dated August 7, 2003 ( "Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement is hereby amended by deleting June 30, 2004 and by substituting therefore June 30, 2006. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. 3. The total compensation shall not exceed Fourteen Thousand Five Hundred Dollars and No Cents (14,500.00) without written approval of City's Public Works Services Director. In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By uk l'� City Manager Dated: 4� 2005 ST: 8 rr�iC ity Clerk Date APPROVED AS TO FORM: City Attorney CONSULTANT HORIUCHI AND ASSOCIATES / /!:�- — — NO ., II Title CONCUR: Pat Malloy Public Works Services Director l..bc�tl Lw`1 L I� • ORIGINAL AMENDMENT NO.1 TO AGREEMENT FOR MECHANICAL ENGINEERING DESIGN SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND HORIUCHI AND ASSOCIATES This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the State of California, and Horiuchi and Associates, a California Corporation with respect to that certain Professional Services Agreement between the parties dated August 7, 2003 ( "Agreement "). The parties agree as follows: 1. The term of the Agreement is extended to and including June 30, 2005. 2. The total compensation shall not exceed Fourteen Thousand Five Hundred Dollars and No Cents ($14,500.00) without written approval of City's Public Works Services Director. 3. All other 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 By 1 ANA City Manager Dated: __ ` l 2004 JC A E T: ty Clerk APPROVED AS TO FORM: P. City Attorney CONSULTANT HORIUCHI AND ASSOCIATES President Title Dated: August 8 , 2004 CONCUR: Pat Malloy Public Works Services Director ORIGINAL CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this ,2W day of c�r A6We- , 2001_ by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ('City ") and Horiuchi and Associates, a Consultant, with its principal place of business at 44 W. Bellevue Dr. Suite 4 Pasadena, CA 91105 ('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 Mechanical Engineering Design 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 Mechanical Engineering Design services for the Fiscal year of 2001 -02. 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 mechanical engineering and design 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 September 21, 2001 to June 29, 2002, 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. RVPUBWGS \557188 3.2 Responsibilities of Consultant. n u 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 terse 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 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 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: Kats Horiuchi P.E. Mechanical Engineer. 3.2.5 City's Representative. The City hereby designates Pat Malloy, Public Works Services Director for the City of Arcadia, 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. RVPUB\NGS \557188 2 3.2.6 Consultant's Representative. Consultant hereby designates Kats Horiuchi, P.E., Principal, 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. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. 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 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. 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. RVPUMNGS \557188 3 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 or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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 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 rive (5) 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, agents and volunteers shall be covered as additional insured with respect to the Work or 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, 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. RVPUBWGS\557188 4 • (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 suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been 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, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall firrnish City with original 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. 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. RVPUB \NGS \557788 5 3.2.11 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. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, 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 FOURTEEN THOUSAND DOLLARS AND NO CENTS ($14,000.00) without written approval of City's Public Works Services Director. 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 shall, within 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 authorized in writing by 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 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 RVPUMNGS1557188 6 0 • 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 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: Horiuchi and Associates Consulting Mechanical Engineers 44 W. Bellevue Dr. Suite 4 Pasadena CA 91105 Attn: Kats Horiuchi, P.E., Principal City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Pat Malloy, Public Works 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. RVPUMNGS \557188 0 0 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. 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 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. 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 attorneys fees and other related costs and expenses. Consultant shall RVPUB %NGS1557I88 I C 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, 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. 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 directors, officials officers, employees, agents or volunteers. 3.5.7 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. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 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. 3.5.13 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 Parry. 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. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. RVPUB \NGS \557188 9 3.5.15 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. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 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. 3.5.18 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. 3.5.19 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 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. 3.5.20 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. 3.5.21 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. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. RVPUBWGS\557188 10 3.6 Subcontracting. 3.6.1 Prior Approval Required. the work required by this Agreement, except approval of City. Subcontracts, if any, shall provisions stipulated in this Agreement. CITY OF ARCADIA r Consultant shall not subcontract any portion of as expressly stated herein, without prior written contain a provision making them subject to all By:_!'�' Vov By: William R. Kelly City Manager ATTEST: ' Clerk APPROVED AS TO FORM: Steph n P. Deitsch, City Attorney RVPUBNGS \557188 11 HORIUCHI AND ASSOCIATES is Horiuchi P.E., Principal Owner EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide the following services: 0 Mechanical Engineering Design services for fiscal year 2001 -02 as set forth in this Agreement. RVPUBWGS \557188 A -1 0 EXHIBIT "B" SCHEDULE OF SERVICES NOT APPLICABLE RVPUB\NGS \5571 88 B -1 rI • • EXHIBIT "C" COMPENSATION FEE FOR SERVICES WILL BE ON AN "AS NEEDED BASIS" FOR ENGINEERING SERVICES REQUIRED FOR THE FISCAL YEAR OF 2001 -02. NOT TO EXCEED $14,000.00. FEE SCHEDULE FOR ENGINEERING SERVICES: Principal: $110.00/hour Project Engineer $ 85.00/hour Engineer: $ 75.00/hour Designer: $ 65.00/hour CAD Operator: $ 55.00 /hour Clerical: $ 35.00/hour The above fees are based on a composite hourly rate, including overhead and profit. RVPUB\NGS \557188 C -1 12/20/01 THU 15:52 FAX • • IR 002 CERTIFICATE OF INSURANCE This certifies that ❑ STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois ® STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois ❑ STATE FARM FIRE AND CASUALTY COMPANY, Scarborough, Ontario ❑ STATE FARM FLORIDA INSURANCE COMPANY, Winter Haven. Florida ❑ STATE FARM LLOYDS, Dallas, Texas insures the following policyholder for the coverages indicated below: Name of policyholder HORIUCHI S ASSOCIATES, INC Address of policyholder 44 if BEIIEVUE DRIVE STE 4, PASADENA CA 91105 Location of operations --SAME -- Description of operations The policies listed below have been issued to the policyholder for the policy periods shown. The insurance desimbed in these policies is subject to all the terms exclusions, and conditions of those policies. The limits of liability shown may have baen reduced by any paid Naim� THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMA"VEL7 NUN NEGA iVEL AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. If any of the described po icies are canceled before its expiration date, State Farm will try to mail a written notice to the certificate holder 30 days before Name and Address of Certificate Holder cancellation- If however, w a fail to mail such notice, no_GbUation or liability t . I be imposed on State CITY of ARCADIA rm o i agents o r rea rives. PUBLIC WORKS SERVICES DEPT 11800 GOLORING ROAD ARCADIA, CA 91006 VII a re4Quuf or¢ed R, resuntativO AGENT 12/20/01 Title Date Aganes Code Stamp AFC) Coda 1362 556994 a.3 94.1999 Pnnted in U.S.A POLICY PERIOD LIMITS 0' LIABILITY POLICY NUMBER TYPE OF INSURANCE! Effective Date Expiration Date (at beginning _)f policy period) 92 -BA- 7810 -9 G Comprehensive 11 -15 -01 11 -15 -02 BODILY INJURY AND Business Liability ---------------- PROPERTY DAMAGE This insurance inductee: ❑Products - Com leted 0 P era -bons p ❑ Contractual Liability ❑ Underground Hazarcl Coverage Each Occurrence $ 11000,000 ❑ Personal Injury ❑ Advertising Injury General Aggregate $ ❑ Explosion Hazard Coverage ❑ Collapse Hazard Coverage Products - Completec. $ ❑ Operations Aggregate ❑ POLICY PERIOD BODILY INJURY ANU PROPERTY DAMAGE EXCESS LIABILITY Effective Date Expiration Date (Combinec Single Limit) ❑ Umbrella Each Occurrence $ ❑ Other Aggregate $ Part 1 STATUTORY Part 2 BODILY INJUF:Y Workers' Compensation and Employers Liability Each Accident $ Disease Each Em plot ee $ Disease - Policy Limit $ POLICY PERIOD LIMITS C F LIABILITY POLICY NUMBER TYPE OF INSURANCI_ Effective Date Expiration Date (at beginning of policy period) 92 -aA- 7610 -0 G BUSINESS OFFICS 11 -15 -01 11 -15 -02 5000 BUSINESS PFOPERTY 1,000,000 GENERBL LIABILITY 1,000,00D PRODUCT LIABILITY THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMA"VEL7 NUN NEGA iVEL AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. If any of the described po icies are canceled before its expiration date, State Farm will try to mail a written notice to the certificate holder 30 days before Name and Address of Certificate Holder cancellation- If however, w a fail to mail such notice, no_GbUation or liability t . I be imposed on State CITY of ARCADIA rm o i agents o r rea rives. PUBLIC WORKS SERVICES DEPT 11800 GOLORING ROAD ARCADIA, CA 91006 VII a re4Quuf or¢ed R, resuntativO AGENT 12/20/01 Title Date Aganes Code Stamp AFC) Coda 1362 556994 a.3 94.1999 Pnnted in U.S.A 09/07/01 FRI 13:22 FAX • 2003 -STR Policy No. 92 -BA- 7810 -9 1962 -F774 FE-6324 (7188) ADDITIONAL INSURED ENDORSEMENT Owners, Lessees or Contractors (Form B) Policy No.: 92- EA- 7810 -9 Named Insured: HORIUC3I a !LSSOCIATES, INC Name of Person or Organization: CITY OF ARCADIA PI)BLIC WORKS SERVICES DEPT ATTN DAVE MCVEY 11800 GOLDRING RD ARCADIA CA 91006 -5879 WHO IS AN INSURED, under SECTION II DESIGNATION OF INSURED, is amended to include as an insured the person or organization shown above, but only with respect to liability arising out of your work for that insured by or for you. FFA324 Hrdad in USA (71M) Dec' -21 -01 07:50A Arc a, City Clerk 626W7 7524 P -01 O. ACORD CERTIFIC#``E OF LIABILITY INSU"" INC�ORSV!1 E DATE 0'1 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION VAN OPPEN & CO. INS. SERV . , INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE LICIT 0610732 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 7248 N State College Blvd ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Fullerton CA 92831 Phone1714- 255 -9800 Fax1714 -255 -9899 INSURERS AFFORDING COVERAGE INSURED INSURER A; General Ins Cc of America- _ INSURERS: HOriuchi & Associates INSURERC: r' 44 W. Bellevue Drive Ste, INSURERU: Pasadena CA 91105-2546 IT G, ner:a In ERE I.1 COVERAGES I HL POLICIES OF INSURANCE LISTED BELOW IIAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TI IE POLICY PENIOD INDICATED. NOTWITHSTANDING ANY REgUIRFMFNT, TERM ON CONVI PION OF ANY CONTRACT OR OTHER DOCUMENT WITH NESPECT TO WHICH THIS CERTIFICATE MAY BE 15SUED OR MAY PERTAIN. THE INSURANC. AFFORDED BY I HE POLICES DESCRIBED IIEREIN IS SUBJECT TO ALL I HE TERMS, EXCLUSIONS AND CONDI) IONS OF SUCH PULICIES. ADORE GATE LIMITS SHOWN MAY IIAV'e BEEN REDUCED BY PAIL) CLAIMS INSR' - "'-'— POLICY EFFECT EXPIRATION - LTR TYPE OF INSURANCE POLICY NUMBER GATE MMIDD/YY DATE MMI R4TI CRABS GENERAL LIABILITY FACHOCCURRENCE 5 COMMhROALCENERALLIABILITY FIRE DAMAGE (Any one fire) $ !CLAIMS MAJOR OCCUR MF,D EXP(My we"rew) 3 PERSONAL &ADVINJURY E GENERAL AGGREGATE GEML AGGREGATE LIMIT APPLIF.$PFR: S PRODUCTS - COMFIOP AGG POLICY PRO. JECT F7 LOC �- AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E ANYAUTO (Ea accident) ALL OWNED AUTOS - -- BODILY INJURY S SCHEDULED AUTOS (Per person) HIRED AUTOS " -- BODILY INJURY $ NOIIOWNED AUTOS (W"ROddenll .S - - - -- PROPERTY DAMAGE - (Per eccldenl) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT S I� ANY AUTO OTHER TITAN EA AGO S AUTO ONLY ADS S ._ EXCESS LIABILITY EACH OCCURRENCE S OCCUR CLARd$MADF AGGREGATE $ DEDUCTIBLE" RETENTION S - $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY TORY LIMIT3 FR _ . ... E.L.EACH ACCIDENT S 3 _ E L, pISEASE . EA EMPLOY_ DIBEA$E- POLICY LIMIT S OTHERL A CLAIMS MADE - EA. CLAIM $1,000,000 fCM7850647B PROFESSIONAL LIAS 02/28J01 02 28/02 ANN.AGG. $1,000,000 DESCRIPTION OF OPERATIONWLOCATIONS / ICLE$IEXCLV3IDNS ADDED BY ENDORSENENTMPECIAL PROViSLONS Evidence of Insurance only. P011Cy Covers "COatractual Liability" if such liability results from the - Insured's error, omission, or negligent act or would have attached to the Tnsured In the absence of such contract or agreement." e10 day notice of cancellation for nonpayment of premium. City of Arcadia City Clerka Office 240 W. Huntington Dr. P.O. Box 60021 Arcadia CA 91066 -6021 (T /97) C /OARCA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED REFORETHEE XPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL • 30 DAYS W TEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE 70 DO 90 SHALL IMPOSE NO OBLIGA ANY —KIII UPON THE INSURER, ITS AGENTSOR 12/20/01 TInT 15:51 FAX 16001 • CERTIFICATE OF INSURAINICtO SUCH INSURANCE AS RESPECTS THE INTEREST OF THE CERTIFICATE HOLDER WILL NOT BE CANCELED OR OTHERWISE TERMINATED WITHOUT GIVING 10 DAYS PRIOR WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED BELOW, BUT IN NO EVENT SHALL THIS CERTIFICATE BE VALID MORE THAN 30 DAYS FROM THE DATE WRITTEN. THIS CERTIFICATE OF INSURANCE DOES NOT CHANGE THE COVERAGE PROVIDED BY ANY POLICY DESCRIBED BELOW. This certifies that: STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY of Bloomington, Illinois, Or STATE FARM FIRE AND (,ASUALTY COMPANY of Bloomington. Illinois has coverage in force for the following Named Insured as shown below: Named Insured IHZRQ Address of Named Insured dba HORIUCM & ASSOCIATES INC. _.. � _ POLICY NUMBER 037- 6984- F27 -75 EFFECTIVE O POLICY Of: JUN -27 -01 - JUN -27 -0 CONTINIOUS DESCRIPTION OF 1995 MERCEDES VEHICLE UABIUTY COVERAGE YES Q NO Q YES Q NO Q YES Q NO Q YES Q NO UWS OF LIABIUTY a. Bodar Irqury 1,000,000 Each Person Each Accident b, Property Damage Each Amiderd c. Bodty Ilury d Property O-EW5h* U1161 Each Amident PHYSICAL DAMAGE Q YES Q NO Q YES Q NO Q YES © NO Q YES Q NO COVERAGES a. CC mhertsive $ Dedunble $ Deductible $— Deductible $ Deductible YES © NO Q YES © NO Q YES _ Q NO Q YES Q NO b. Collision $ Deductible $ Deductble $ - -- Deductible $ Deductible ON -OWNERSHIP Q YES NO Q YES © NO © YES Q ND Q YES Q NO COVERAGE HIRED COVE GE Q YES © NO Q YES Q NO Q YES Q NO Q YES Q NO �G Slgutnonzad R' epresentative We AF -Godo NumF or Date Name and Address of Certificate Holder Name and Acidn Iss of Agent CITY OF ARCADIA LAURA E. MORA LIC. )B37696 PUBLIC WORKS SERVICES DEPT STATE FARM INSURA+ICE 11800 GOLDRING ROAD 5031 N FIGUEROA STREET #29 ARCADIA, CA 91006 LOS ANGELES, CA 90C42 L J L CE%TIFICA7E D-0OLDMCOPY J SQP -27 -01 09:00A Ar-co a, City Clerk Jul -02 -01 10:25A City At.t.orrrey Arcadia FRDw : HDRItXH1 A14D ASgOCIGTFS — PHnic IIn. : R:Ei7L1 °;'525 6247 7524 P.05 P.02 - Jul. 62 'JWI Ir:2W41 P2 $'nit r)r CA:!r Orr:lr.. S'41i Aka t'Of;SI; +L �Y CONTRACTORS STALE LICENSE. BOARD r` , %r CA A.IL DiSSE FO 5OtnAILV •C PU;k SE FO risk ( �,�., Cy9h Ann[drs 'nrr•wl Add,, —Adk m, qv, EXEMPTION FROM WORKERS' COMPENSATION Pursuantlo Section 712S.i of the Bubinezz and Proloasin-,x Cede, prior M issuance oI 3 ne'w Ilccrue or reinstatement, reAnIVaflOn, or renewal Of an exabng IICel1?,a. Arid Ai d Condition of continued meintabance 01 an exicfn9 license, Ilia spphtanx or ilcMSes must have on flee a Cerlitioale. of Workers' Compensation buurancs or a Certification of Self- Insurance from the Director of Induttri0l Relanons )f the nphfioant or licensee Marc no emplaypps, an examplion rerliROate Must be Wbmilted. certifying under penally o1 perjury that he1shp dues not employ any person in any manner to be subject to the Workers' Compensation laws Of Calnomia. A oerti6r•ete or expmptien is not required on an Inactive license. CUMPLL.IL I tiIS EXEXIPT19)ry C.ERTLrX;,VrE ONLY IF yOl. DO NOI IIAYii AMY £hIFI SIYEES• NOTE: If the uconsn Is qualified by a ResponSlbria Mpnaging Fmployoo (RME), and examption caRilicete Cannot he whmilad. OUT- OF -STA79 CONTRACTORS: If you r1n not hire empliali who re5lda In Oalitomw CheCic MIS boy. ( j boo send the Completed fiXemptipn cendioate and a Cvriftate of Workers Compensation Insurance which covers the employe.e5 frurn your "a who are wnrkiog in Caiifouiia. PLFASB TIM OR FRtNT IN INIC, FORMS CONJLPUkTED IN YENIM ARE NOI' ACCEPIAELE. Send thin rdmpletad certdicate to the Contractors State Lic,nse Board (CSL9) at the addras5 above — LICFN$E NUMBER UR PF_NUINU APpLICA710N NUMBER M013574 FU1.:. NAM OF tUSINESS IAS IT OL'RATN—TLY APPEARS UN THE RECORDS OF TH- `CSLB) HORIUCHI ADD r ASSOCIATES 6USWESS HASHAD NEM �.OYFFS a S OF"(MONtrb nYryEAR D6 /0'.10: If inns date A rider man Ou day;, We Will Use UIC 0a10 the noise is receiYeu if our Peadquartmrs nff•Oe ac :118 atleci:ve Odla 1 �'DAYTIME BUSINESS TEL F,.PHUNE NUA �� EVCNNG 1ELEPHONE NUMBER �- (626_. 793- 2579. 626) 73n2534 FALSIFICATION OF .ANY DOCUMSNI IS CAUSE FOR D1SC'IFL,IN4RY ACTIUN On 06/26/01 a; PASADENA LOS ANUIELF-5 CA Dne - N.cnnrOnyr✓ca' cev county -- Srq — ', ccn,,fy under penally of Perjury under the laws of tre State of Cau?orma plat the above named bus, ,.rc does not employ any person In any manner so as to bocome sub)ecI to the WOTOW COmPunezPOO laws of l:Elddfnla, I further eer.fy, (ni the C5LR will be notified ana 1�aM a Certificate of Workers Compensati0o Inaurance O, a CERpfcaiion of Sief- hnSUrArlce within 90 dayS Of emoloyllig any person which reoVl, in the bushett b000ming oubjec, in the Workers' CumpaMallon laws of Calilornia. , SIGNATURE Or OWNER, PARTNER, OR OFFICCrl PRINT OR TYPE NAME OF THE PERSON Slr.N!NG THIS FkEAIFI'ION WILL REMAIN ON FILL t:NTR. YOU NOTIn TILL CSa OF V11V (11ANGE5. I- 0JtSUA.YT TO SLUXION 7083 OF THL STi5INa55 AND 1111,01FCSSIONS CODE, FAH LERE rn NOT6T' THi CST R nr ANT CH.kNaF5 WITW X 0 DAIS IS GAOTINDS FOR DISVIWLINARY A(.11ov. 10L'W law. 9,0) M 03.00 'V.'