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�a4,L ORIGINAL
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this � St h day of T u nu a r y , 2004 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 Hilton, Farnkopf & Hobson, LLC, a Limited Liability
Company with its principal place of business at 3990 Westerly Place, Suite 195, Newport Beach,
CA 92660 -2311 ( "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 Solid Waste Consulting
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 Audit of Commercial
Waste Haulers on the City's Commercial Refuse Fee Payments ( "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 Solid Waste 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 date of execution to July
31, 2004, 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. 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 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: Laith B. Ezzet, Senior Vice President; Darrell L. Bice, Senior Associate; Deborah
Morris, Assistant.
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3.2.5 City's Representative. The City hereby designates Pat Malloy, Public
Works Services Director, or his or her designee, to act as its representative for the performance
of this Agreement ( "City's Representative "). City's Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Consultant shall not accept direction
or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Laith B. Ezzet,
Senior Vice President, 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.
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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 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.
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. [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 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.
(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.
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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. 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 furnish 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.
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 FORTY EIGHT THOUSAND FIVE HUNDRED DOLLARS AND NO
CENTS ($48,500.00) 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.
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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 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 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
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
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3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective Parties at the following address, or at such other
address as the respective Parties may provide in writing for this purpose:
Consultant:
City:
Hilton, Farnkopf & Hobson, LLC
3990 Westerly Place, Suite 195
Newport Beach, CA 92660 -2311
Attn: Laith Ezzet, Senior Vice President
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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Propert y. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation, Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 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
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.
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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; Cations. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
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.
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.
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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.
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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.
CITY OF ARCADIA Hilton Farnkopf & Hobson, LLC
By: By: L -<r, cr
William R. Kelly, City Manager aith B. Ezzet, Senior Vice President
Dated: t`o .2004
ATTEST:
City Clerk
APPROVED AS TO FORM:
�� P. b-e;
Stephen P. Deitsch
City Attorney
CONCUR:
Departme Head Date
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide the following services:
ATTACHED
A -1
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EXHIBIT A
SCOPE OF SERVICES
The following describes our scope and approach to review the fee payments to the City
of Arcadia from four (4) waste haulers for the two (2) year review period (Calendar
Years 2002 and 2003).
Task 1 - Gather and Review Data
We will obtain and review relevant background documents, including but not limited
to the City's Municipal Code, the fee ordinance and program, permit documents and
the reports submitted by the Companies to the City documenting the gross receipts and
tonnage data that accompanied the haulers' fee payment submittals for the audit
period.
Task 2 - Plan Site Reviews
We will review the City's fee payment data, and calculate financial ratios of receipts to
tonnage to assess the reasonableness of each hauler's submittal. We will also use this
initial data review to identify any potential inconsistencies to resolve during our site
visits.
We will prepare a letter of introduction for the City to send to the haulers notifying
them of the review. After the haulers have received this letter, we will attempt to
contact each hauling company twice to schedule our site visit and inform them of the
documents to be made available the during the site visits. We will notify the City of
any problems regarding hauler cooperation, and it will be the City's responsibility to
follow -up in such instances.
Task 3 - Conduct Site Reviews and Perform Agreed Upon Procedures
We will visit the local offices of the four haulers to apply the following agreed upon
procedures to the fee payment information submitted by the haulers:
• We will verify the mathematical accuracy of the fee payment calculation submitted
by each hauler;
• We will review the information used by the haulers to report their receipts, and
request to review the source documents that support this information,
We will select a sample of accounts included in the City fee payment calculations for
each hauler and test each account for proper inclusion in the reports to the City
(false exclusion testing);
City of Arcadia A-2 Jnuuan_/ 16, 2004
M
`"o Exhibit A
We will select a sample of accounts, identified as outside of the City, serviced by
each hauler and verify that each account was properly excluded from the reports to
the City (false inclusion testing);
• We will attempt to resolve any inconsistencies identified; and,
• We will identify adjustments to the fee payment amounts, if any.
The specific procedures we perform in the field will vary depending on the hauling
companies' accounting procedures, internal controls and available records. The
financial accounting policies vary significantly among the companies, and most, if not
all, of the companies do not have audited financial statements for services provided in
Arcadia.
Task 4 - Document Procedures and Adjustments
We will document the procedures we performed and any necessary adjustments to the
fee payments for the audit period.
Task 5 - Document Findings/Recommendations and Prepare Report
We will prepare a brief report that describes our findings regarding the fee payment
due from each waste hauler. Additionally, we will describe our findings and
recommendations, if any, regarding the City's method for assessing fees. We will also
review and, if appropriate, revise the form used by the City for the haulers to calculate
and report their fees. The City will be responsible for correspondence with the haulers
to notify them of any incorrect fee payments, and for collection or refunding related to
any fee adjustments.
Task 6 - Project Management
We will administer the project, conduct internal quality reviews, and prepare our
project work papers at the engagement's conclusion.
LIMITATIONS
Our scope will be limited to performing the agreed -upon procedures described above.
If the Company is unwilling or unable to provide adequate access to its records, we will
be limited in our ability to perform the procedures requested. The specific procedures
we perform may vary depending on the Company's accounting and internal control
policies and procedures, and available records. While we will attest to the accuracy of
our calculations, and while we believe that our procedures will be sufficient to meet the
City's study objectives, the work described above will not constitute an audit in
accordance with generally accepted auditing standards.
City of Arcadia A-3 Januanj 16, 2004
�'"'J
EXHIBIT C
COMPENSATION
M
We will perform the scope of services based on time and materials. The
estimated total cost to perform the agreed upon procedures described in Exhibit
A is $48,500.
The fee estimate assumes complete cooperation by each commercial hauler, and
that the required records and documentation are available on time, in reasonable
condition and accurate.
Hourly rates for our consultants through December 31, 2004, are as follows:
Senior Vice President $220
Senior Associate $175
Associate $155
Assistant $95
Expenses will be billed as follows:
Automobile Travel $0.36 per mile*
Document Reproduction (over 25 pages per run) $0.15 per page
Facsimile No charge
Public Conveyances/ Other Travel Actual
Postage Actual
Overnight Mail and Couriers Actual
* Or as adjusted by IRS allowance
City of Arcadia C-2 111612004
1 %W 140
City of Arcadia
Hauler Fee Payment Review
Calendar Years 2002 and 2003
Ezzet Bice
Sr Vice Senior
President Associate Assistant Total
Billing Rate $220.00 $175.00 $95.00
Task/Step Description
Task 1 Gather and Review Data
1.1 Gather and review relevant background documents
1.2 Prepare for and conduct one kickoff meeting with City staff
Sub -total Hours
Fees
Task 2 Plan Site Visits
2.1 Prepare letter of introduction for City to send to haulers
2.2 Prepare testing plans and confirm visits with follow -up letter to haulers
Sub -total Hours
Fees
Task 3 Conduct Site Visits and Perform Agreed -Upon Procedures
3.1 Verify mathematical accuracy of the fee payment calculation for the two most
recent years (2002 and 2003)
3.2 Calculate receipts to tonnage ratio and review for reasonableness for each
hauler
3.3 Review supporting information used by haulers to report receipts and tonnage
3.4 Request and review source documentation for supporting information
3.5 Select a sample of accounts included in the fee payment calculations for each
hauler, test for proper inclusion
3.6 Select a sample of accounts outside the City for each hauler, test for proper
exclusion
3.7 Compare reported tonnage to supporting documentation for each hauler
3.8 Attempt to resolve any inconsistencies found with each hauler
3.9 Identify adjustments to the fee payments, if any
3.10 Additional work (contingency) to resolve reporting inaccuracies
Sub -total Hours
Fees
Task 4 Document Procedures and Adjustments
4.1 Document procedures performed and adjustments for fee payments, if any, for
each hauler
Sub -total Hours
Fees
Hilton Farnkopf Hobson, LLC
1/16/2004; 10:36 AM
Arcadia Contract Exhibit C workplan C-3
4 12 12 28
$880 $2,100 $1,140 $4,120
4
4
8
2
4
12
2
18
$880
$2,100
$190
$3,170
2
2
8
2
0
10
4
14
$0
$1,750
$380
$2,130
8
8
4
2
12
6
12
6
16
16
16
16
14
14
1
10
4
1
6
6
2
8
2
4
106
80
190
$880
$18,550
$7,600
$27,030
4
12
12
4 12 12 28
$880 $2,100 $1,140 $4,120
*W
City of Arcadia
Hauler Fee Payment Review
Calendar Years 2002 and 2003
Billing Rate
Task 5 Prepare Report
5.1 Prepare draft report with fee review findings
5.2 Review fee program asessment method & document findings/ recommendations
5.3 Review hauler reporting form and revise if appropriate
5.4. Meet once with City staff to discuss the findings
5.5 Review comments from City staff and haulers
5.6 Prepare final report
Sub -total Hours
Fees
Task 6 Project Management
6.1 Administer the project
6.2 Conduct internal quality reviews
6.3 Prepare the work papers at the conclusion of the project
Total
Reimbursable Expenses
Total with Reimbursable Expenses
Hilton Farnkopf Hobson, LLC
1/16/2004; 10:36 AM
Arcadia Contract Exhibit C workplan
C -4
Exhibit C
Ezzet Bice
Sr Vice Senior
President Associate Assistant Total
$220.00 $175.00 $95.00
2 16 6
2 4 0
2 4 2
4 6
1 2
1 2 4
12 34 12 58
$2,640 $5,950 $1,140 $9,730
1 2
1 2
2 2
Hours
2
6 2 10
Fees
$440
$1,050 $190 $1,680
Hours
26
180 112 318
Fees
$5,720
$31,500 $10,640 $47,860
$640
$48,500
,AEORD CERTIFICAT%,00F LIABILITY INSURAN + OP ID
DATE(MM /DD/YYYY)
HILTONF
01/09/04
PRODUCER
ISU`Concal Insurance Services
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
www.concal.com
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
PO Box 2905
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Dublin CA 94568 -0905
Phone: 925- 803 -2200 Fax: 925- 803 -2225
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
INSURER A: Preferred Employers Ins Co
$ 1000000
INSURER B: Lloyd's of London
-
HILTON, FARNKOPF & HOBSON
Kathleen Catton
2175 N California Ste 990
Walnut Creek CA 91596
INSURER C: Hartford Casualty Insurance Co
f_
it J
12/15/04
INSURER D:
$ 300000
INSURER E:
$ 10000
PERSONAL & ADV INJURY
:eiel` =1:I_[Ci3 --1
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
NSR
TYPE OF INSURANCE
POLICY NUMBER
DATEY/D/ EFFECTIVE
POLICY DTE MM/DDA/YY N
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1000000
C
X
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE I OCCUR
57SBAGB6653
12/15/03
12/15/04
PREMISES (Ea occurence)
$ 300000
MED EXP (Any one person)
$ 10000
PERSONAL & ADV INJURY
$1000000
GENERAL AGGREGATE
$ 2000000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP /OPAGG
$ 2000000
X POLICY P
JECT RO LOC
C
AUTOMOBILE
LIABILITY
ANY AUTO
57SBAGB6653
12/15/03
12/15/04
COMBINED SINGLE LIMIT
(Ea accident)
$ 1000000
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per person)
$
HIRED AUTOS
NON -OWNED AUTOS
X
BODILY INJURY
(Per accident)
$
pX
PROPERTY DAMAGE
(Per accident)
$
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
_
$
AUTO ONLY: AGG
EXCESS /UMBRELLA LIABILITY
OCCUR FI CLAIMS MADE
EACH OCCURRENCE
$
AGGREGATE
$
$
DEDUCTIBLE
RETENTION $
$
A
WORKERS COMPENSATION AND
MPLOYERS'LIABILITY
A
ANY PROPRIETOR/PARTNER/EXECUTIVE
WKN1121422
09/06/03
09
09/06/04
06
Xj TORY LIMITS I ER
E.L. EACH ACCIDENT
$ lOOOOOO.
OFFICERIMEMBEREXCLUDED?
If yyes, describe under
SP EC , AL PROVISIONS below
E.L. DISEASE - EA EMPLOYEE
$ 1000000.
E.L. DISEASE - POLICY LIMIT
$ 1000000,
OTHER
B
Professional Liab
01002001272A
06/01/03 06/01/04
Per Claim 1000000
Aggregate 1000000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
The City of Arcadia, its directors, officials, officers, employees, agents
and volunteers are included as additional insureds under the Hartford
liability policy #57SBAGB6653 per endorsement SSO4490593 attached.
Waiver of Subrogation applies to Workers' Compensation.
*10 Day Notice for Non - Payment
193 ii1IIleL'll3 ;Lei eja: GrAI lei 21 NWw0r 1,
CITYARC
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Arcadia
Public Works Services Dept.
11800 Goldring Road
PO Box 60021
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Arcadia CA 91066
REPRESENTATIVES.
AUTHORIZED REPRESENTATIV
AwKV za (zuuwua) 0 ACORD CORPORATION 198
�✓
A P AW
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON OR
ORGINIZATION
This endorsement modifies insurance provided under the following: 57SBAGB6653
BUSINESS LIABILITY COVERAGE FORM
C. Who is an insured in the BUSINESS LIABILITY
COVERAGE FORM is amended to include as an
insured the person or organization shown in the
Declarations but only with respect to liability arising
out of the operations of the named insured.
For losses covered under the BUSINESS LIABILITY
COVERAGE of this policy this insurance is primary
to other valid and collectible insurance which is
available to the person or organization shown in the
Declarations as an Additional Insured.
City of Arcadia, Its directors, officials, officers, employees, agents and volunteers
Form SS 04 49 05 93 Printed in U.S.A. (NS)
Copyright, Hartford Fire Insurance Company, 1993