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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
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This Agreement is made and entered into this2 day of G. , 2002 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 L. S. Lichty and Associates, a Sole Proprietorship with its
principal place of business at 12882 Dean Street, Santa Ana, CA 92705 ( "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 telephone system needs
assessment and procurement 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 a Telephone System Needs
Assessment and Procurement Project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional telephone system needs assessment and
procurement 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 May 7, 2002 until the
completion of assignment based on the Scope and Schedule of Services described in Exhibits A
and B, attached, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the ' term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the 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: Larry Lichty.
3.2.5 City's Representative. The City hereby designates Don Penman, Assistant
City Manager/Development Services Director, or his designee, to act as its representative for the
performance of this Agreement ( "City's Representative "). City's Representative shall have the
power to act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or his or her
designee.
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3.2.6 Consultant's Representative. Consultant hereby designates Larry Lichty,
or his designee, to act as its representative for the performance of this Agreement ( "Consultant's
Representative "). Consultant's Representative shall have full authority to represent and act on
behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his best skill and attention, and shall be responsible
for all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. 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 Liabilitv. (Intentionally Omitted)
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 Liabilitv. 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,
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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 Liabilitv. 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, 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:VIIl, 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
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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.
3.2.9 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 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 Twenty -Four Thousand Seventy Dollars ($24,070.00) without written
approval of City's Assistant City Manager/Development 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. The work shall be performed in phases and the City may determine
not to proceed with all phases of the work as shown under Scope of Services, Exhibit A.
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.
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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.
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:
L. S. Lichty & Associates
12882 Dean Street
Santa Ana, CA 92705
Attn: Larry Lichty
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman
Assistant City Manager /Development Services Director
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Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data, Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
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
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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.
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 Cit3�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 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
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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.
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.
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3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By: 4W
William R. Kelly
City Manager
Dated: f1 JA .2002
ATTEST:
fug
fW Clerk
APPROVED AS TO FORM:
P 4a�d
Stephen P. Deitsch
City Attorney
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L. S. LICHTY & ASSOCIATES
Larry S-//—LiChty da
C,wej tit
[Title]
CONCUR:
S-6-02
Department Head Date
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EXHIBIT "A"
SCOPE OF SERVICES
PHASE I - NEEDS ANALYSIS
The project will commence with a review of current records and billing statements, and existing
equipment for all City facilities and then interviews will be conducted with designated
administrators and key personnel. Following these tasks discussions will be held with our key
contacts to review our findings to date and determine if any additional research is necessary.
Finally, a report of findings, alternatives and cost estimates will be presented which may be
carried forward for the development of an approved design and specifications.
The following is a general outline of the tasks which will be included:
• Initiate project, meet and set schedule, obtain study data
• Examine all related records, drawings and billing statements
• Audit records and billing statements and provide spread sheet of findings (City will
immediately be informed of any over - billing errors or irregularities)
• Analyze current local and long distance usage
• Examine current telemanagement procedures and cost accounting
• Review public directory listings
• Inventory current equipment quantities (instrument types, modems, faxes, etc.)
• Review plans for new Police Facility
• Interview administrators and key personnel
• Establish day -to -day operational characteristics (departmental functions, schedules, etc.)
• Forecast long range growth and change
• Analyze intra -city voice network needs
• Determine voice mail needs /potential traffic
• Outline various technological applications and industry trends
• Determine feasibility of re -use of any existing equipment
• Recommend methods of disposal of unused equipment
• Meet and review findings, possible alternatives and potential suppliers
• Develop macro design of equipment and features
• Analyze future maintenance alternatives
• Advise of staffing requirements (if any)
• Outline alternatives for system management and cost tracking
• Draw comparative analysis between existing and recommended design
• Develop budgetary pricing for all considered alternatives
• Develop report of findings and recommendations
• Present and review report with our key contacts
• Attend Council meeting as required
It is anticipated that interviews will include designated administrators and key personnel.
Interviews normally last 45 minutes to 1 hour and should be done in % or full day increments.
We are flexible with the number of interviews and the time required per interview as well as
follow -up interviews that may become apparent or necessary for the good of the project.
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PHASE II — ACQUISITION
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This project phase will include the development of specifications and the RFP process. Upon
approval of the basic design, a final design will be developed and a draft specification will be
presented. With approval and direction from the City, we will proceed with the acquisition of
new equipment. The decision on how to acquire the equipment does not need to be made until
this time.
We have extensive experience with all forms of acquisition including; Open formal bidding,
purchase using piggyback agreements, acquisition through the State's Master Award Schedule
(CMAS) and others. We will customize your specification to fit ypur methods. There will be no
additional cost regardless of the City's desired method of acquisition (i.e. formal bid, RFQ,
CMAS, etc.).
The following is a general outline of the tasks which will be included:
• Determine method of acquisition
• Finalize detailed design of equipment and features
• Obtain necessary City terms and conditions for inclusion in bid documents (1)
• Develop technical specifications for hardware
• Develop contractual terms (installation, maintenance, training, etc.) (1)
• Detail installation schedule
• Develop Exhibit "A" for telecom hardware (itemized breakdown of equipment by site)
• Develop vendor response forms
• Develop alternative /optional bid items
• Present specifications for final approval of terms and design
• Make necessary alterations to specifications
• Solicit bids (2)
• Schedule and conduct bidders conference with City staff
• Conduct job walk and plan review (following bid conference)
• Bid opening at the City according to City procedures
• Analysis of bids received for responsiveness and costs
• Develop spreadsheet and initial report of findings
• Review initial findings with staff for concurrence
• Check vendor references (by City and/or L.S. Lichty)
• Arrange product/vendor demos with finalist(s) for City staff (normally 1 full day)
• Follow -up meeting as necessary for discussion and review
• Develop Final Report of findings and recommendations
• Present Final Report of findings to staff
• Attend Council meeting as required for presentation and contract award
• Assist with finalizing contract and final documents to begin installation
(1) If desired, we will develop the specification package in it's entirety, including the Notice
Inviting Bids/Proposals, Instructions to Bidders, General Terms and Conditions, Specifications,
Response Forms, Contract, Bonds, etc. Otherwise, recommended specifications and terms can
be blended with the City's standard forms and procedures.
A -2
(2) Bid packages may be produced and distributed by the City or L.S. Lichty & Assoc. If
produced and distributed by L.S. Lichty & Assoc., in order to defer print and mailing costs, bids
will be provided to prospective bidders at the non - refundable fee of $25.00 each - payable to L.S.
Lichty & Assoc.
A -3
%W vao�
PHASE III - IMPLEMENTATION
The tasks detailed below assume all necessary coordination, installation supervision, inspection
and final approvals. Our involvement here is extremely beneficial to the success of the project.
We carry forward the continuity of the original design and project planning throughout the
system installation phase. L.S. Lichty will function as your inspector and supervisor for the
overall installation.
Our objective is to provide professional expertise and supervision while relieving the City and
City personnel of the need for day -to -day supervision - but always keeping you informed.
Furthermore, the actual cut over should be as seamless as possible with little or no disruption to
staff and the public. This portion of the project is intended to be all- encompassing and will
generally include the following:
• Kick -off meeting to include the vendor, City staff and L.S. Lichty
• Establish final installation schedule for project
• Establish ground rules for change orders and invoicing
• Conduct regular coordination meetings with all vendors, City staff and L.S. Lichty
• Coordinate relocation of Main Point of Entry (MPOE) with Pac Bell
• Oversee data base collection by telephone system vendor
• Review and approve instrument layout schematics
• Review and approve feature and restriction programming
• Coordinate revisions to internal directory
• Review and approve installation plan
• Review and approve any change orders
• Oversee placement of Telco orders
• Ongoing supervision and inspections of equipment installation for compliance
• Coordinate telephone system vendor and Pac Bell concurrent completion
• Oversee and approve training
• Observe final testing as specified and review all test data
• Finalize cut over schedule with City staff
• Final review and approval of vendor cut over plan
• On -site supervision of cut over to new equipment
• Conduct final inspections of installation
• Maintain contact with users for satisfaction and necessary follow -up
• Provide corrective "punch list" to vendor
• Conduct follow -up inspections
• Audit final invoices
• Recommend acceptance
• Follow up on performance - Upon satisfactory completion and final inspection/acceptance,
for 60 to 90 days, we will monitor performance and recommend any minor adjustments.
Beyond satisfactory acceptance and completion of this project, L.S. Lichty & Associates will
remain available to serve the City of Arcadia throughout the future with advice and management
on a regular basis or as needs arise. We also make it a practice to check with all previous clients
periodically to ensure their continued satisfaction and assist with any minor problems at no
charge.
A -4
Phase I -
Phase II -
Phase III -
M
M
EXHIBIT "B"
SCHEDULE OF SERVICES
Needs Analysis
Acquisition and Vendor Selection
Implementation
4 Weeks
6 Weeks
12 Weeks
The above schedule does not reflect time required by the City for its staff report preparation and
award of contract to vendor by City Council. Additionally, the overall time frame may be
extended by the City up to eighteen (18) months to fit City scheduling and priorities.
B -1
Phase I -
Phase II -
Phase III -
M
EXHIBIT "C"
COMPENSATION
Needs Assessment
Acquisition of Equipment
Implementation
$9,135.00
$5,085.00
$9,850.00
M
The Consultant's fees are inclusive of all expenses such as mileage, telephone, fax, and computer
time. If the City requires the Consultant to prepare and distribute bid packages, Consultant may
charge a non - refundable fee of $25.00 per packet to the bidder.
For additional services, Consultant's hourly rate will be $130.00.
C -1
Policy Number: 14988574
Date Entered: 6/14/2000
DA DDYYYACORDL , CERTIFICAT F LIABILITY INSURAN( 2/5/2002
PRO?UCES Dennis De Frete insurance Agency THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
18282 E Santa Clara Avenue ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Santa Ana, CA 92705 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
(714)368 -1592
97 -20 -337 INSURERS AFFORDING COVERAGE NAIC #
INSURED L S Lichty i Associates INSURER A: Farmers Insurance Exchange
INSURERB:Truck Insurance Exchange
12882 Dean Street INSURER C:
Santa Ana CA 92705 -- -
� INSURER D: INSURER E:
E:
CAVGRAPCQ nnni Ann A M.
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOWIYQWMNG
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.
INSR L --
1POLICY EFFECTIVE LITCY EXPIRATION -- - LIMITS - -- - - -
PE OF INSURANCE POLICY NUMBER
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR
ATTEN: DON PENMN /ASST CITY MGR
L LIABILITY
AUTHOR&M REPRESENTATIVE
EACH OCCURRENCE
$2,000,000
A
MMERCIAL GENERAL LIABILITY
14988574
12/7/2001
12/1/2002
DAMAGE TO RENTED -- -_ --
PREMISES(Ea.ocauencee_
_ — - --
CLAIMS MADE OCCUR
-$
MED EXP (Any one person)
$ 5 , 000
PERSONAL S ADV INJURY
$ 2 , 000 , 000
:XPOLICY
GENERAL AGGREGATE
$ 2,000,000
PRODUCTS- COMP/OPAGG
$ lnc
GREGATELIMITAPPLIESPER:
PRO LOC
AUTOMOBILE
LIABILITY
-
COMBINED SINGLE LIMB
$
ANY AUTO
(Ea fern)
A
ALL OWNED AUTOS
BODILY INJURY
� $250,000
SCHEDULED AUTOS
019635892
2/10/2002
2/10/2003
(Per person)
-
HIRED AUTOS
..� RECEIVED
BODILY INJURY
(P- ewe)
$ 500,000
NON -OWNED AUTOS
$ 100,000
- --
- - -- -- - - - - - -- - - --
PROPERTYDAMAGE
(Per acadent)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT
$
- - - -� -- - - - -
$
- - - - -- - --
- ANY AUTO
-
T
yevelO P
eu Services;
EA ACC
OTHER THAN - ---
BUR
Div1310D
AUTO ONLY: AGG
$
EX_CESSIUMBRELLALIASILITY
14988598
1/15/2002
1/15/2003
EACH OCCURRENCE
$ 1,000,000
B
OCCUR C CLAIMS MADE
COV SCHED AUTO ONL
AGGREGATE
$ 1, 000,000--___
-
-- -
$ - -- -- - -
DEDUCTIBLE
- -
RETENTION $250.00
$
WORKERS COMPENSATION AND
WC STATU- OTH-
ITORY__LIM(TS_- 1EFi-
EMPLOYERS'LIABIUTY
---
-. -- - _--- - - -_ --
ANY PROPRIETOR/PARTNER/EXECUTIVE
EACH ACCIDENT E.L.
- - -- -- - -
$ - -- - - - - -- --
OFFICER/MEMBER EXCLUDED?
E.L. DISEASE - EA EMPLOYEE
$
K , desub er e und
_ -- -- - _ - - - - -- -
- - - - -- - - - - - -- -- --
SPECIAL PROVISIONS below
I
E L. DISEASE -POLICY LIMIT
$
OTHER
RIP N OF CArt1f1C to HOlde! CasnOAC)ditl�Ona1C'J' DC1 BY ENDORSEMENT/ SPECIAL PROVISIONS
CITY OF ARCADIA ITS DIRECTORS OFFICIALS OFFICERS EMPLOYEES AGENTS AND VOLUNTEERS
CERTIFICATE HOLDER CANCFI I ATIAN
CITY OF ARCADIA ETAL
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAL 30 DAYS WRITTEN
PO BOX 60021
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
ARCADIA CA 91066 -6021
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR
ATTEN: DON PENMN /ASST CITY MGR
REPR NTATIVES.
AUTHOR&M REPRESENTATIVE
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CONTRACTORS (Porn ®)
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COMMI MICIAL MNS4l LIABILITY G&ARARE PART
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- MAY,;-21 -02 03:39 PM L° ICHTY 714577g664 P.02
L.S. LICHTY & ASSOCIATES
TELECOMMUNICATIONS CONSULTING
12882 DEAN STREET
SANTA ANA, CALIFORNIA 92705
(714) 730.8211
May 21, 2002
Mr. Don Penman
Assistant City Manager
City of Arcadia
240 West Huntington Drive
P.O. Box 60021
Arcadia, CA 91066 -6021
Dear Mr. Penman;
This is to confirm that L. S. Lichty & Associates is a Sole Proprietorship with no employees and is
not required to carry Workers' Compensation Insurance.
Other required certificates of insurance are being forwarded under separate cover.
Should you have any questions or need additional information, please call me direct at (800) 726-
8211,
Sinc ly,
�iry ichty, RCDD
Ind endent Consultant
voice DATA (NFRASTRUCTURE