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HomeMy WebLinkAboutC-19404 _ 2d In CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 2,5" day of _ 6Z b NO%V H , 200 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 Moreland & Associates, Inc., a California Corporation with its principal place of business at 1201 Dove Street, Suite 680, Newport Beach, CA 92660 ( "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 infrastructure valuation 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 GASB 34 infrastructure valuation 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 infrastructure valuation 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. RVPUB\NGS \557188 �.e ,"W 3.1.2 Term. The term of this Agreement shall be from January 1, 2003 to June 30, 2003, 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: Michael A. Moreland, Partner. 3.2.5 City's Representative. The City hereby designates Tracey L. Hause Administrative 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 RVPUB\NGS \557188 2 fir.✓ I%WV 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 Kathryn Beseau, Partner, 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. RVPUB \NGS \557188 3 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 DELETED. 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, RVPUB \NGS \557188 4 err w v' 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 except for non - payment of premium for which notice shall be ten (10) days; 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. 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 ANIII, 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. RVPUB \NGS \557188 5 ,*me rd' 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 twenty three thousand ($23,000) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City 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 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. RVPUB \NGS \557188 6 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: Michael Moreland Moreland & Associate, Inc 1201 Dove Street, Suite 680 Newport Beach, CA 92660 City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Tracey L. Hause, Administrative 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. RVPUB\NGS \557188 7 %we , 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 negligent 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 RVPUBUQGSl557188 8 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 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. RVPUB\NGS1557188 9 �w `* w 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. 3.6 Subcontracting. RVPUBWGS \557188 10 n 3.6.1 Prior Approval Required. the work required by this Agreement, except as approval of City. Subcontracts, if any, shall c provisions stipulated in this Agreement. CITY OF ARCADIA By: UN4- William R. Kelly City Manager Date: U/wo ATTEST: Clerk APPROVED AS TO FORM.- Y . Ofa;t-74 Stephen P. Deitsch City Attorney E5 Consultant shall not subcontract any portion of expressly stated herein, without prior written ontain a provision making them subject to all MORELAND & ASSOCIATES, INC. By: Michael Moreland Partner RVPUB\NGS \557188 11 CONCUR: Departme t Head 1%4W I,t% GASB 34 Infrastructure Valuation Services Scope of Work City of Arcadia Scope of Work The following scope of work has been developed based on: (1) the information included in the City's Request for Proposal; (2) discussions with City staff; (3) our understanding of the project and the City's objectives as we have described them in the Project Understanding section of our proposal, and; (4) our Project Team's experience on other GASB 34 assignments. Task 1 — Project Start -Up ► As a first step for initiation of the project and this task, a "kick -off' meeting will be held with City staff. The meeting will cover the following items: • Definition of roles and responsibilities of Psomas', the City's key personnel, and Moreland & Associates, Inc. • Confirmation of the project goals and objectives and the City's expectation for an "end product" • Review of Psomas' Draft Work Plan and identification of any items that need to be redirected • Identification of key issues that are critical for the success of the project • Names of key contacts at the City to obtain additional information and/or data • Review of project schedule • Definition of communication protocols to be followed for the project Psomas will distribute meeting notes. ► Finalize Psomas' Work Plan based on comments, if any, received at kick -off meeting. 1 Obtain digital/electronic copies of all database programs and other pertinent mapping and/or plans. ► Conduct interviews with key staff identified at the kick -off meeting to obtain background information for the project. ► Meet with the City's Finance Director and auditing firm representative to review our proposed approach to the project and obtain approval that the approach will satisfactorily meet the City's objectives and audit requirements for GASB 34. Deliverables: ✓ Kick -off meeting minutes and action items ✓ Final Project Work Plan and Schedule ✓ Minutes of meeting with Finance Director and City's auditor Task 2 — Compile Inventory, Develop Networks /Subsystems, and Compile Date of Construction/Acquisition and Estimated Historical Cost ► An inventory of City owned and maintained major infrastructure assets will be compiled using information from the sources as described below for each of the assets prescribed in the City's RFP and through subsequent discussions with City staff. P S O M A S Scope of Work Page 4 of 8 � r.ri GASB 34 Infrastructure Valuation Services Scope of Work City of Arcadia Since very little information is available from the City on historical costs, current replacement costs will be estimated. A database will then be used to compile the estimated current replacement cost. The current replacement cost will then be deflated to the estimated date of construction to estimate the historical costs. The historical Engineering News Record (ENR) Cost Indexes for Southern California will be used for the deflator. The level of information regarding the date of original construction or acquisition of infrastructure assets available from the data sources varies for each asset. We propose to use various methods of developing the estimated construction/acquisition data where specific data are not readily available. One source could be the recordation date for subdivision maps on file at the City and making the assumption that the paving, sidewalks, curb and gutters, street lights, and sewers were constructed in conjunction with the development of the subdivision. Another source would be a very limited search of construction plans on file at the City. Through a limited search of various data sources it may be possible to estimate the time period that various geographic sectors in the City were developed, and to use that method to assign an estimated time period when infrastructure in the sectors was constructed. Since a large percentage of the City's infrastructure was constructed in the period prior to 1970, we propose to use the following group of years for recording the estimated construction/acquisition year: Year in Service 1990 — June 30, 2002 Year to Record Actual year, if possible 1985-1989 1987 1980-1984 1982 1970-1980 1975 Older than 1970 10 year increments using 1965, 1955, 1945, and so on It is assumed the City will compile infrastructure asset data for those assets acquired or placed in service in Fiscal Year 2002/2003. The following is a description of the methodology and sources of information and data Psomas will use to compile information for use in estimating the current replacement value, historical cost, and depreciated value for each prescribed asset: Streets Arterial Highway Pavement. We will use the City's Pavement Management System Database (PAVER) for arterial highways, which is being updated by Harding Lawson, to compile a segment -by- segment list of highways including the length, width, pavement area and year constructed. An average per square foot cost of pavement will be applied to the pavement area to develop the estimated current replacement cost for each segment and then total amounts calculated. P S O M A S Scope of Work Page 5 of 8 V y of cadia GASB 34 Infrastructure Valuation Services Scope of Work Capital additions to the system of arterial highways through June 30, 2002 will be included to the extent information is readily available in capital improvement reports or other sources of the City. This applies not only to arterial highways, but to all of the assets described below. Local /Residential Street Pavement. We propose to compile an inventory of local/residential streets using the same data source described above for arterial highways. Alleys. An inventory of alleys will be compiled by scaling the length for each alley segment recorded on the City's street atlas maps or from actual improvement plans, if available. The alley lengths will be used to calculate the current replacement costs using an estimated construction cost per lineal foot (or mile) of alley. A method similar to that used for local /residential streets will be used to assign year- built. Curb and Gutter. The length of curb and gutter included in the City PAVER database will be used for the arterial highways and for local/residential streets will be used as the basis of estimating the quantity of curb and gutter. Current unit construction costs per lineal foot will be used to estimate the current replacement cost. Sidewalk. The same method used for curb and gutter will be used to estimate the quantity and replacement costs of sidewalk. Sewers The inventory (AutoCAD) map included with the City's Master Plan of Sewers together with the inventory of pipe lengths, compiled by City staff from the AutoCAD mapping, will be used to compile pipe lengths by pipe size and material type. An average per lineal foot cost by pipe size and material type will be applied to develop the estimated current replacement costs. Traffic Signals The City's consultant, Willdan, will be compiling an inventory of the City's traffic signal facilities. It is our understanding that the inventory will include that data needed for GASB 34 infrastructure report. We will use that data source to compile the valuation and depreciation information. An average cost per signalized intersection will be used to estimate the current replacement cost, or we will use the cost information included in the inventory database furnished by the City. Date of construction will be the date included in the database, furnished by the City. Bridges The City has bridge inspection reports prepared for reporting to Caltrans for all bridge structures (including box culverts with spans of 20 feet or greater) in the City. The information has been included in the City's asset database, CITYTECH. The relevant data needed to compile an inventory and estimated current replacement cost estimates is included in the reports. Average per square foot structure costs will be used for cost estimating. P S O M A S Scope of Work Page 6 of 8 M GASB 34 Infrastructure Valuation Services City of Arcadia Scope of Work The inspection reports include information on the date of original construction and of widenings /improvements. ► Monthly progress meetings will be held with City staff and at key milestone steps for this task. Meeting notes with action items will be prepared. Deliverables: ✓ Meeting notes with action items ✓ Inventory listing of the major infrastructure assets (hard copy and electronic format) ✓ Estimated current replacement cost and historical cost data for each network and subsystem (hard copy and electronic format) Assumptions: ✓ The digital /electronic copies of data and mapping will be provided at no cost to Psomas ✓ Workspace will be provided at the City's Public Works Maintenance offices for use by a Psomas staff person while compiling inventory data, if needed ✓ Field verification of the facilities is not part of this scope of work Task 3 — Develop Useful Lives and Depreciation Method, and Calculate Accumulated Depreciated Value ► We will develop a discussion of alternatives and then a preliminary proposal of the useful life of the infrastructure assets for review and approval by the City staff. At this juncture of the project, it would also be desirable to obtain concurrence of the City's Finance Director and GASB 34 auditing firm to ensure that it will be acceptable at the time of auditing our final work products. ► The estimated historical cost of infrastructure assets will be depreciated over the agreed upon life using the straight -line method, which is the simplest and most common depreciation method. ► An aggregate depreciated value and accumulated depreciation amount will be compiled for final reporting to the City. ► An average annual depreciation amount per year to be applied for remaining years will be compiled, as well as a calculation of the remaining years, over which to apply the annual depreciation amount. ► Monthly progress meetings will be held with City staff and upon reaching appropriate milestones in this task. Meeting notes will be prepared. Deliverables: ✓ Meeting notes and list of action items ✓ Useful life discussions and proposal ✓ Accumulated depreciation and remaining depreciated (net book) values of Networks and Subsystems ✓ Average annual depreciation amount per year to be applied for the remaining years, and number of remaining years to apply annual depreciation amounts P S O M A S Scope of Work Page 7 of 8 �1rr 'ftw GASB 34 Infrastructure Valuation Services Scope of Work City of Arcadia Task 4 — Final Report A draft final report that includes the following elements will be prepared and submitted for review and approval by the City: • Description of the process and methodology used to develop the accumulated depreciation of the City's major infrastructure assets according to Networks and Subsystems • Discussion of the methodology used to calculate the historical costs of the infrastructure assets • Discussion of the alternatives and recommended useful life • Discussion of the depreciation method used to calculate the depreciated value • Aggregate depreciated value and accumulated depreciation amount of the assets will be recapped in the report • Average annual depreciation amount per year to be applied for the remaining years, and number of remaining years to apply annual depreciation amounts • Copies of back -up data Psomas will provide the City with digital/electronic copies of software databases used to compile the inventory data, estimated replacement values, estimated historical costs, and accumulated depreciation for each network and system. The City will then be able to use the programs to maintain its infrastructure inventory. A copy of the spreadsheet for an Excel database program we have developed for use on other GASB 34 consulting assignments is included herewith as a sample of the deliverable we will provide the City. Assumptions: ✓ No public presentations will be required of the Consultant ✓ At the time of submitting the draft report, a presentation will be made to the City's project team. Recommendations will also be included in the report pertaining to future procedures and practices the City may want to consider for reporting of its infrastructure assets in future years as it applies to the depreciation method. ✓ If necessary, a meeting will be held with City staff to discuss the City's review comments on the draft final report. Deliverables: ✓ Draft Final Report (4 copies) ✓ Meeting minutes ✓ Four (4) copies of a final report with the City staff review comments incorporated will be submitted to the City ✓ If necessary, a meeting will be held with City staff to discuss the City's review comments on the draft final report P S O M A S Scope of Work Page 8 of 8 n EXHIBIT "B" SCHEDULE OF SERVICES Project Start Up — January 2003 0 Compile Inventory, Develop Networks /Subsystems, Compile Date of Construction/Acquisition and Estimated Historical Cost — January through April 2003 Develop Useful Lives and Depreciation Method and Calculate Accumulated Depreciated Value — January through April, 2003 Final Report — May 2003 RVPUB \NGS \557188 B -1 m Not to exceed $23,000.00 RVPUB \NGS \557188 EXHIBIT "C" COMPENSATION C -1 E5 Utn i lHtU PUBLIC ACCOUNTANTS November 20, 2002 Ms. Tracey Hause Administrative Services Director City of Arcadia 240 W. Huntington Drive Arcadia, CA 91007 Dear Ms. Hause: fi REM79u i-M-0— _ —_. _, ---- - -- N�ACH, CALIFORNIA 92660 (949) 221 -0025' 570 RANCHEROS DRIVE, SUITE 260 SAN MARCOS, CA 92069 (760) 752 -3390 As a result of our meeting on October 28, 2002, and further discussions and review of the City's infrastructure records by Mr. Gary Dysart, we are amending our proposal to the City for infrastructure services dated September 30, 2002. The scope of services as described in our original proposal has been expanded to include the additional services as described in the attached proposal from Psomas. The change in scope of services will result in a change in our proposed fees. The total fees for our services, including the services provided by Psomas will be as follows: Level of Work Performed Partner ( Beseau and Moreland) Project Manager (Crays) Psomas Engineering: Gary Dysart Project Engineer Project Analyst Support Staff Out -of- pocket expenses Not -to- Exceed Fees Hours Rate Amount 30 $110 $ 3,300 60 65 3,900 36 150 5,400 10 135 1,350 14 125 1,750 100 65 6.500 22,200 800 We believe we have a good understanding of the scope of services that you require, and we are looking forward to providing these services to the City. Please call at your convenience if you have any questions or require any additional information. Very truly yours, MOREALND & ASSOCIATES, INC. Zathryn Beseau, Partner 1.14 02/26/03 WED 09:17 FAX 949 474 8991 ROBINSON INSURANCE rwj la 0 O 1 ACORD,,,, CERTIFICATE OF LIABILITY INSURANCE _ DATE (MMIDONY) 1 2/25/03 PRODUCER PHILIP B . ROBINSON INSURANCE 2081 BUSINESS CENTER OR. 4 200' IRVINE, CA 92612 9494749300 THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NBURED MORELAND & ASSOCIATES 1201 DOVE ST # 680 NEWPORT BEACH, CA 9 2 6 6 0 949 -2211 -0025 INSURER AIAMERICAN STATES INSURANCE CO. INSURER&PHILADELPHIA INDEMNITY INS CO. INSURER C: _INSURER 0: INSURER E: COVERAGES 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. INS- TYPE OF INSURANCE ! POLICY NUMBER POLICY EFFE) E POLICY tM DIAINNI LIMITS REPRESENTATN[!. '' GENERAL LABIUM 0 2 B 0 7 6 9 819 3-26-02 13-26-03 EACH OCCURRENCE s 1 0 0 0, 0 0 0 A 7 CCCOO— MMERCIAL GENERAL LIABILITY J CLAIMS MADE V j OCCUR FIRE DAMAGE (My ono Tire) $1 , 000, 0 0 0 MED EXP (My one parson) 110 0 0 0 PERSONAL 6 AOV INJURY GENERAL AGGREGATE $1, 000, 0 0 0 s2, 000, 00 0 I, GENL AGGREGATE_ LIMIT APPLIES/ "P�ER, j7 POLICY 7 l PRO- I V LOC j PRODUCTS - COMPIOP AGG I S 1 , 000, 0 0 0 AUTOMOBILE LIABILITY _ ANY AUTO i COMBINED SINGLE LIMIT (Ea accident) f 1, 000 000 A ALL OWNED AUTOS _+ 7I SCHEDULED AUTOS Vj HIRED AUTOS V NOWOWNED AUTOS I 0 2 BO7 6 9 819 I 3-26-02 i3-26-03 i BODILY INJURY (Par parson) f BODILY INJURY (Per accidanq : __ -- PROPERTY DAMAGE (Per Occident) f GARAGE LIABILITY I AUTO ONLY - E1 ACCIDENT f OTHER THAN EA ACC AUTO ONLY: AGG S ANY AUTO H – S EXCESS LIAAKITY I EACH OCCURRENCE $1 , 0 0 0, O 0 0 ALT OCCUR J CLAIMS MADE 01 CT 0 018 9 9 13 - 2 6- 0 ;? 3- 2 6- 0 3 AGGREGATE $1, 000, 0 0 0 I- DEDUCTIBLE I I— It - f $ RETENTION f I WORKERS COMPENSATION AND EMPLOYERS' LIABILITY wC STATU- OTH- T IMI ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1, 0 0 0, 000 A EL DISEASE - POLICY LIMIT fl, 000 000 01WC925745 4 -1 -02 4 -1 -03 OTHER B PROFESSIONAL IPHSDO31788 7 -1 -02 7 -1 -03 1,000,000 DESCRIPTION OF OPERATION SILOCATIONS IVEHICL.ES1EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVBL)NS CPA * IF CANCELED FOR NONPAYMENT 10 DAY NOTICE WILL BE GIVEN CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH LIABILITY LIMITED TO CLAIMS ARISING OUT OF THE INSUREDS OPERATIONS ONLY CERTIFICATE HOLDER 1 I ADDITIONAL NISURED: INSURER LETTER: CANCELLATION CITY OF AR CAD I A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION P.O. BOX 60021 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAN. 3 0 DAYS WRITTEN ARCAD IA CA 9106G-6021 NOTICE ID THE CERTIFICATE HOLDEA NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL , IMPOSE 140 OBLIGATION-OR LNIBILITY�F ANY KIND UPON THE INSURER, ITS AGENTS OR ATTN: CHRIS LUDLUM REPRESENTATN[!. '' AUTHORRED REPRESENT 1- _ FAX# 6 2 6- 8 21- 0 0 9 2 ACORD 25-S (7197) 0 ACORD CORPORATION 1988 Feb -13 -2003 02:37pm From- L, T -577 P102/004 F -305 -T =BD,. CERTIFICATE OF LIABILITY IN DATE TYPE OF r11URANCE 02,r11 -03 PRODUCER PHILIP B. ROBINSON INSURANCE 2 0 81 BUSINESS CENTER DR. # 200 IRVINE, CA 92612 9494749300 THIS CERTIRCATE IS ISSUED A$ A MATTER OF INFOPMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE: ALTER THE THIS AFFORDED BY THE EPNOLICIESeBELOW.: LIMITS A INSURERS AFFORDING COVERAG@ INiUR� MORELAND & ASSOCIATES 1201 DOVE ST ## 680 NEWPORT BEACH, CA 92660 1949-221-0025 INSUM-11k?,MERICAN STATES INSURANCE CO. INSURE. a: PHILADELPHIA INDEMNITY INS CO . - INSURCRC: WSURrR Di INSURE. F.. umvnnnumn THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED .DR MAY PERTAIN, THE INSURANCE AFFOHOED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 1'0 ALL THE TERMS, EXCLUSIONS AND CON13ITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF r11URANCE POLICY NUMBER PO Y +1BC7rus PO FYRATION LIMITS A GENERAL UAPIUrY T COMMERCUn, GENERAI.. LIAIILITY CLAIMS MACE i,L OCCUR 0 2 60 7 6 9 819 3-26-03 3- 2 6- 0 4 EACH OCCURRENCE 91 1 0 00 010 0 FIRE DAMAGE (MY ono fifo) $1, 000, 0;00 MED EXP my OM Few") 110' 000 PGRSONAL 4 ADU IN.IURY $1,000, G0 0 GENERAL AGGREGATE s2,000, 000 GEN'L AGOREGATE LIMIT APPLIES PER: I'OLiOV PRO. ' LOC PRODUCTS • COMP /OP AGO 11 O O O _1000, A 4UTOMDIILE WMLITT ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON•OWNEO AUTOS I 0 2 B07 6 9 819 3- 2 6- 03 3-26-04 COMBINED SINGLE LIMIT Eno., = 11 0 0 0, 0 00 BODILY INJURY (P•r Po1wN , $ J BODILY WJURY (Pot 0410VAU –� s PROPERTY DAMAGE liar AcoiaAnU i GARAOC WAILM ANY AUTO AUTO ONLY • EA ACCIDENT DTf�A THAN EA AM AUTD ONLY; ADO i f A EKCESS LIABAJIY T OCCUR n CLAIMS MADE DEDUCTIBLE RETENTION i O 1 CT 0 018 9 9 3- 2 6- 03 3-26-04 EACH OCCUAAIEMCl $1,'000' 0 0 0 AGGREGATE Ill-0001000 s I i i y A WORREAS COMMS47ION AND ENWLOVERW UADIUTY O 1 WC 9 2 5 7 4 5 4-1-02 4 -1- 0 3 W - A E.L. EACH AMOENT f 1 s 000, 0 0 0 E.L. DIBEAIE - EA EMPLOYE 11 0 0 0, 000 E.L. DISEASE . POLICY LIMIT ( 1 0 0 0 0 0 0 B OTHTA PROFESSIONAL PHSDO3178S 7 -1 -02 7 -1 -03 1,000,600 uLw.,.,II,V- Vf a v,- P, Pwwunaamm ii"'.mxL T{1--Mv CPA * If canceled for nonpayment 10 day notii:e will be given. Certificate holder is named as additinal insured w/ liability limited to Claims arising out of the ineurods operation only. Waiver of subrogation appy in favor of the CI_y of Arcadia,its Dirs.,Officiaj,e, Off _ice_r- EmDlveeB, Agents, & designated volteers . as resnenr_ rn wr & P.rnr% TA a1, r,,,l TRACY L. HOUSE ADMINISTRATIVE BERV. DIR. CITY OF ARCADIA P.O. BOX 60021 ARCADIA, CA 91066-2021 SHOULD MY OF TRIP LOVE 0l7CR19B0 POLICIU BE CANCRLL— BaP0147NE EI►IR'60M DATC TNGICOF, THC ISSUNO IIIURDR WILL MOEAVOR TO MAIL 3 0 DAVI WRITTEN NOTIUR TO TNI CERTIFICATE HOLDER MAW A TO THE LEFT, BUT PAiJJRE TO DO SO IpxALL IMP09E Nil OBLMATION OR UABM OF ANY RIND UPON THE INIURm' RI AOEN'(>{ OR Feb-13-2003 02:30pm From- T -577 P.003/004 F -305 Policy Number: 02B0769819 Commercial General Liability THIS ENDORSEMENT CHANGES THE POLICY. (PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. Schedule Name of Person or Organization: THE CITY OF ARCADIA, ITS DIRECTORS, OFFICALS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS (if no entry appears above, the information required to complete this endorsement will be shoym is the declarations as applicable to this endorsement.) WHO IS AN INSURED (Section 11) is amended to include as an insured the person or organization shown in the schadule, but only with respect to liability arising out of "your work" for that insured by or for you. CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 { J Feb -16 -2003 OI:00pm Fr • om- T -585 P. 002/002 F -364 � r"" M�tINIIDIIIOMINCF01iMiL1EAAii�" I' WORKERS COMPENSATION SAND EMPLOYERS WC O4 to oe LIABILITY INSURANCE POLICY (4 Policy Number: 01•WC925745 Name insured: Moreland & Associates WAIVER OF OUR R10HT TO RECOVER FROM OTWERS ENDORSEMENT - QkMRNIA '. We have the dght to recover our paymenls imm anyone Nable tar an logy coverer by this policy. We va not oriiotie our riDM ageUsl the pen on or organkft named in the Schedule, (This agreement eppilm only to the e4mt that you perform work under a wrlflen conlrad that require you to oblaln this agmwat from us.) t You must maintain paymn records acowely segregating the remuneration of your employees while engaged in the work descnbad In the Schedule. i. The aftonel premium for this enderument shall be 40066% % of the Cardomia workers' compewdlon premium „ otherwise due on such rommmlon. i Schedule Person ar Organisatlon 411 Description City of Arcadia officers, employees, agents and volunteers GAS:339 Infrastructure ; Valuation This endorsement changes the policy to which it is attached and effective on the date issued unless otherwise stated. �i (the information below is required only when this endorsement is issued subsequent to preparation ' of the policy.) Countersivned • i I • i a i 4 I• i 4 i