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HomeMy WebLinkAboutC-1725M CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. C'.. i 7 2 �r This Agreement is made and entered into this 1ST DAY OF JANUARY 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and SPANOS- HAWKEY, LLC/ A LIMITED LIABILITY COMPANY with its principal place of business at 4715 Webb Canyon Road, Claremont, California 91711 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECPTAm 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 Literacy 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 Literacy Services Program ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 Gen- ral 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 Literacy 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 Tenn. The term of this Agreement shall be from January 1, 2001 to June 30, 2002, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. n ITM rQATrM4 <11 09 3.1.3 Renewal. This contract may be renewed for successive one -year terms by means of a written amendment approved by both parties. 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. 3.2.5 City's Representative. The City hereby designates Kent Ross, City Librarian, or his or her designee, Janet Sporleder, Assistant City Librarian 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 W rOT IMNYrIQ\ C V71 99 %W 1410 Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Dena Spanos - Hawkey, 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 her 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 without limitation a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law, Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2. 10 Insurance. V NnN iUMU 10It V71 V4 Sri► 1000 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. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. VIM YU0,M Qt C(77 09 (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' CoMMnsation 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. SMcial 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 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. DIMY 199 %6W Wr/' 3.2.9 Safe . 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 Compgnsation. 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 the lesser of (a) One Hundred Fifty -Four Thousand, Nine Hundred Ninety -Five Dollars and Seventy -Five Cents ($154,995.75) and, (b) the amount actually received during the term of the Agreement by City as grant funds from the California State Library. 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 Parties acknowledge and agree that pursuant to a Joint Powers Agreement which expired on or about June 30, 2000, but which the City of South Pasadena might assert was extended beyond that date, to which the Cities of Arcadia and South Pasadena were parties, the City of South Pasadena may possibly seek reimbursement from City for certain goods and services provided by the City of South Pasadena and of which City is a purported beneficiary. City and Consultant agree that Consultant (a) shall direct the City of South Pasadena to bill Consultant for all such goods and services of which City was a purported beneficiary, (b) shall promptly pay South Pasadena for such goods and services from the first payment or payments made by City to Consultant under this Agreement and, (c) shall defend, indemnify and hold harmless City and its officials, officers, employees and agents from and against any and all claims made by the City of South Pasadena against City and its officials, officers, employees and agents for payment for such goods or services. 3.3.2 Pa moment of Compensation. Consultant shall submit to City a copy of the semi- annual CLSA (California Library Services Act) financial report which indicates work completed by Consultant. The statement shall describe services provided since the initial commencement date, as appropriate, through the date of the statement. Compensation provided by the City to the Consultant will be in semi - annual payments based on the receipt of the CLSA grant award. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. o troy M%VY10 It 417 1 ov 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 Insect }on. 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. The Consultant is responsible for reporting financial and statistical information semi - annually to the State Library of California, fulfilling the requirements outlined in the CLSA grant. 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 (30) 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 terminate the whole or any part of this Agreement at any time and without cause by giving written notice to City of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. 3.5.12 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: V irm 701%telcM C V71 99 err No Consultant: City: Dena Spanos- Hawkey Spans- Hawkey, LLC 4715 Webb Canyon Road Claremont, California 91711 City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Kent Ross, City Librarian Arcadia Public Library 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. 3.5.3.2 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. 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 indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall V%MTM \XT 1QkSCO1ao 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 covered by this indemnification. 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 be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. The City will indemnify and hold harmless the Consultant for any legal actions resulting from acts of the City or its employees or agents, and will defend Consultant, and reimburse Consultant, its employees and/or volunteers for any costs incurred in defending a legal action. 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, with thirty-(30) day prior written notice to the Consultant. Failure to notify Consultant may be considered cause for Consultant to terminate this contract. 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. DAM ID \11/11Ic MI 90 ,*Ar+ *MW 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; Severabilitv. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 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 Parry 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. DUM 1A1TV:C \It V71 00 1 *4000 `Vad 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. It is recognized that consultant will contract for specific professional services as maybe necessary to carry out this contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA SPANOS- HA.WKEY, LLC By: By i yam R. Ke11y Dena Span s- Hawkey City Manager Consultant Attest: ty Clerk Approved as to Form: Stephen P. Deitsch City Attorney »vot rwNwrr_ck «7 V" �%W .0 ExHim "A" SCOPE OF SERVICES Literacy Services to be provided to the City of Arcadia ( "City") by Spanos - Hawkey, LLC: ■ Recruit, screen, train and assign volunteer tutors for adult literacy students in Arcadia ■ Recruit, screen and provide tutoring and/or small class instruction for adult literacy students ■ Provide literacy workshops and training for tutors and learners ■ As funding permits provide a minimum of six (6) Families for Literacy programs per year ■ Provide literacy and English as a second language referrals when necessary ■ Select and provide instructional materials and workbooks as funding provides • When funds are available select and purchase materials for Literacy Collection of the Arcadia Public Library ■ Staff the Arcadia Public Library Literacy Services office as is needed ■ Advertise literacy programs and services to Arcadia residents x Provide a monthly report on literacy services to the Arcadia City Librarian ■ Responsible for reporting financial and statistical information to the State Library of California, fulfilling the requirements outlined in the CLSA grant/s. ■ Complete and submit all required CLSA reports, Plans of Service and grant proposals according to the guidelines of the California State Library and provide a copy to the City Librarian ■ Participate in local and state literacy organizations ■ Serve as an ex- officio member of the SPARC (Successful Partners Adult Reading Centers) Inc. Board of Directors (501 03 non - profit) ■ Maintain accurate financial and statistical records ■ All office furniture, equipment, software, books and supplies purchased with Arcadia CLSA grant funds or donated by SPARC, Inc. to the Arcadia Public Library will remain with the library for Literacy services. (The exceptions are the TV/VCR and KET videotapes (vault copies) which belong to SPARC, Inc., and the publication rights to Kids' Play which belong to Dena Spanos- Hawkey. In -kind support to be provided to the Arcadia Library Literacy Program managed by "Consultant," for the duration of the contract agreement: • Dedicated office space located in the office on the left side of the Information Services Desk for literacy program management • In -kind services to include, but not limited to, telephone, fax and Internet/city network connections, computer technical support for the Literacy Services office at the Arcadia Public Library • Use of the Library Conference Room and Auditorium for literacy programming • Use of the three (3) study rooms for literacy tutors and adult learners • Use of the copy machine for flyers and other program related materials • Storage space in the basement for literacy program materials and supplies D1rW M %X7/29%C S'I I o0 M ExHisrr "B" SCHEDULE OF SERVICES M ■ Literacy Services will be provided January 1, 2001 through June 30, 2002. ■ The contract services are for January 1, 2001 through June 30, 2002, subject to a thirty-(30) day notice of cancellation by the City. ■ Semi - annual statistical and financial reports are filed with the California State Library (January 2001, July 2001, January 2002, July 2002). A copy of all reports will be given to the City Librarian or his designated representative. ■ Annual CLSA grant proposals and all required reports will be completed by Consultant. A copy of all reports and grant proposals will be given to the City Librarian. ■ Monthly Literacy Services reports will be provided to the City Librarian or his designated representative. DIM ,rn W10 1;99 1 V C n EXHIBIT "C" COMPENSATION n I. AMOUNT OF COMPENSATION: For performing and completing all services pursuant to Exhibit "A" Scope of Services, and for providing all personnel, labor and materials required therefore. City shall pay Contractor in accordance with 3. 1.1 of Agreement. II. PAYMENT SCHEDULE: Payment by the City to Contractor shall be due and payable on the following dates and in the following amounts contingent upon receipt of funds from the California State Library: At contract signing $44,284.50 January 1, 2001 $44,284.50 July 1, 2001 $33,213.38 January 1, 2002 $33,213.38 $154,995.76 ■ No funds in addition to the CLSA (California Library Services Act) funds will be required from the City of Arcadia for Literacy Services. ■ In the event that additional funds may become available through grant proposals written by the Consultant on behalf of the Arcadia Public Library to the California State Library, the amount for services provided may be increased by mutual agreement of the Consultant and City. III. SUPPLEMENTAL WORK: Services provided by Consultant at the written request of the City, which are beyond the scope of this contract, shall be paid by the City to the Consultant at a rate of $100 per hour. DIM TR11.TrIM [ (7199 FROM : NANCY BOND INSURANCE SERVICES FAX NO. : 626 294 1715 Jan. 04 2001 01:53PM P1 {HVtGIV{VGP THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RCSPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANC9 AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. HMiR TYPE OF INSURANCE M POLICYep OU$t !FFlC71YE X TION LMMTS GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 A COMMERCIAL GENERAL LIABILITY GC036949 01/01/2001 01/01/2002 cIREDALIAOEtAnyone(nl) f 304,000 CLAIMS MADE M OCCUR MED EXP Anv"I+srron) f 5 000 PERSONAL i ADV INJURY f 1,000,000 O GENERAL AGGREGATE S 2,000,000 GENL AGGREGATE LIMIT APPLIES Ph ft: PROOUCT6 - COMPIOP AGO i 2,000 000 POLICY PRO- ro LOC jECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT f 1,000,000 (Ea HICC40nH) ANY AUTO - -- - ALL OWNED AUTOS BODILY INJURY f (Per Peron) SCHEDULED AUTOS NIRPO AUTOS $OOPLY INJURY I (Pp azz4* l) NON -OWNED AUTOS PROPERTY OAVAGE El AUTO ONLY - EA ACCIDENT f OAR AGE LIABILITY ANY AUTO OTHER THAN EA ACC 3 ❑ AUTO ONLY. AGG S lXCESS LIABILITY EACH OCCURRENCE f OCCUR CLAIMS MADE AGGREGATE f f r I ❑ DEDUCTIBLE S RETENTION 3 A U- U WORKERS COMPENSATION AND LIO EMPLOYERC' LIABILITY E.L EACH ACCIDENT f E L DISEASE . EA EMPLOYE f E L DISEASE - POLICY LIMIT Is OTHER DESCRIPTION OF OXPRATION$ILOOATIONBMEHICLESSXCLUSIONS ADDED BY ENDORSEMOMSPECIAL PROVISIONS CERTIFICATE HOLDER NAMED ADDITIONAL INSURED ^ LANDLORD City of Arcadia, it's Directors, Officials, Officers, Employees. Agents and Volunteera all named additional insured CITY or ARCADIA 20 A. DUARTE ROAD AftCADTA, CA 91006 $MOULD ANY OF THE ABOVE OESCRIBED POUCIES BE CANCELLED BEFORE YNE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 030 DAYS WRITTEN NOTICE TO THE CERTIFICATE MOLDER NAMED TO THE LEFT, BUT FAILURE TO DO $0 ENALL IMPOSE NO OBLIGATION OR VAWLITV OF ANY KING UPON THE INSURER, ITS AGENTS OR n cm h AMENDMENT NO. 1 TO AGREEMENT FOR LITERACY SERVICES BY AND BETWEEN THE CITY OF ARCADIA AND SPANOS- HAWKEY, LLC /A LIMITED LIABILITY COMPANY. This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a municipal corporation in the state of California, and SPANOS- HAWKEY, LLC /A LIMITED LIABILITY COMPANY with respect to that certain Professional Services Agreement between the parties dated July 1, 2001 ( "Agreement "). The parties agree as follows: 1. Section 3.1.2 of the Agreement is amended by deleting "June 30, 2002" and by substituting therefor "June 30, 2003." 2. Section 3.3.1 of the Agreement is amended by adding the following: 3.3.1 Compensation. For Fiscal Year 2002 -2003 commencing July 1, 2002, Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C -l" attached hereto and incorporated herein by reference. The total compensation shall not exceed the lesser of: (a) FORTY FOUR THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS ($44,285.00) (CLSA, California Library Services Act) and EIGHTEEN THOUSAND DOLLARS ($18,000.00) (ELLI, English Language Literacy Intensive) and (b) the amount actually received during the term of the Agreement by City as grant funds from the California State Library. 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. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA CONSULTANT PEA "Spanos- Hawkey, LLC" By City Manager Dated: August 21 , 2002 itle ATTEST: ity Clerk APPROVED AS TO FORM: City Attorney CONCUR: n C' y ibrarian EXHIBIT "C -1" COMPENSATION FISCAL YEAR 2002 -2003 cm I. AMOUNT OF COMPENSATION: For performing and completing all services for Fiscal Year 2002 -2003 pursuant to Exhibit "A" Scope of Services, and for providing all personnel, labor and materials required therefore, City shall pay Contractor in accordance with 3. 1.1 of Agreement. II. PAYMENT SCHEDULE: Payment by the City to Contractor for Fiscal Year 2002 - 2003shall be due and payable on the following dates and in the following amounts contingent upon receipt of funds from the California State Library: At contract signing (July 1, 2002) $22,142.50 (CLSA) $ 9,000.00 (ELLI) Total $31,142.50 January 1, 2003 Total $22,142.50 (CLSA) $ 9,000.00 (ELLI) $31,142.50 In the event that additional funds may become available through grant proposals written by the Consultant on behalf of the Arcadia Public Library to the California State Library, the amount for services provided may be increased by mutual agreement of the Consultant and City. III. SUPPLEMENTAL WORK: Services provided by Consultant at the written request of the City during Fiscal Year 2002 -2003, which are beyond the scope of this contract, shall be paid by the City to the Consultant at a rate of $100 per hour.