HomeMy WebLinkAboutC-1629 CITY OF ARCADIA
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (hereinafter referred to
as "Agreement") is made and entered into this ` day of VV , 1999,
by and between the City of Arcadia, a Municipal Corporation, (hereinafter referred to as
"Arcadia") and Serar and Associates, (hereinafter referred to as "Consultant").
RECITALS
WHEREAS, Arcadia has selected Serar and Associates to undertake the
professional services as fully described in Exhibit "A" (copy attached) for the
Renovation of City Hall; and
WHEREAS, Consultant represents that it has experience and technical
competence to act as Consultant to Arcadia for the services required by this contract.
NOW THEREFORE, the parties agree as follows:
1. REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE
The representatives of the parties who are primarily responsible for the
administration of this Agreement and to whom formal notices, demands and
communications shall be given, are as follows:
All notices and written communications sent to Arcadia under the Agreement
shall be sent to the following address, unless authorized in writing to be sent
elsewhere by Arcadia:
CITY OF ARCADIA
Don Penman
Deputy City Manager/Development Services Director
240 W. Huntington Drive
Arcadia, CA 91007
All communications sent to Consultant shall be sent to:
SERAR AND ASSOCIATES
Rudy Serar
314 N. First Avenue
Arcadia, CA 91006
Any such notices and written communications by mail shall be conclusively
deemed to have been received by the addressee five (5) days after the deposit
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thereof in the U.S. Mail, first-class postage and properly addressed as noted
above, or upon actual receipt thereof if delivered by personal service.
2. DESCRIPTION OF WORK
Arcadia hereby engages Consultant, and Consultant accepts such engagement,
to perform the services set forth in the attached "Exhibit A" incorporated as part
of this Agreement, Arcadia's principal representative, or the representative's
designee, shall have the right to review and inspect the work during the course
of its performance at such times as may be specified by the representative.
3. COMMENCEMENT AND COMPLETION OF WORK
A. The execution of this Agreement by the parties constitutes an authorization to
proceed, unless otherwise provided by the terms of this Agreement.
B. The work described in "Exhibit A" shall be completed in accordance with the
schedule set forth in said Exhibit or as otherwise agreed upon in writing by
amendments to this Agreement.
4. DATA PROVIDED TO CONSULTANT
Arcadia shall provide to Consultant to the extent feasible, all data, including
reports, records, and other information, as requested by Consultant to perform
this Agreement.
5. OWNERSHIP OF DOCUMENTS
All files, records, reports, studies and other documents prepared or obtained by
this Agreement shall be the property of Arcadia. Basic notes, computations,
computer diskettes and similar data prepared or obtained by Consultant under
this Agreement shall, upon request, be made available to Arcadia without
restriction or limitation on their use. Consultant shall deliver such materials to
Arcadia according to the terms of this Agreement. Consultant shall have the
right to make duplicate copies of such materials and documents for his/her files
as may be authorized in writing by Arcadia.
6. RELEASE OF INFORMATION
All information gained by Consultant in performance of this Agreement shall not
be released by Consultant without Arcadia's prior written authorization.
Confidentiality and disclosure shall be subject to the California Public Records
Act. (Government Code Section 6250 et. seq.)
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7. CONFLICTS OF INTEREST
Consultant covenants that neither they nor any officer or principal of their firm
have any interest in, nor shall they acquire any interest, directly or indirectly
which will conflict in any manner or degree with the performance of their services
hereunder. Consultant further covenants that in the performance of this
Agreement, no person having such interest shall be employed by them as an
officer, employee, agent, or subconsultants (see warranty - Section 15).
8. COMPENSATION AND PAYMENT
A. Consultant agrees to provide the services set forth in the attached "Exhibit A"
hereto, for a fee based on time and materials not-to-exceed $6,000. Should
Arcadia request, in writing, that Consultant perform additional work and
services beyond those required under this Agreement, compensation for such
services shall be on a time and material basis as outlined in "Exhibit B"
attached hereto and made a part hereof.
B. On or before the tenth (10th) day of each calendar month following the
commencement of the work, Consultant shall cause to be made and
submitted to Arcadia a written value of the time for all work completed and
materials incorporated into the project up to the first day of that month. If
Arcadia requests, the consultant shall provide Arcadia along with the invoice,
copies or verification of all work performed for which Arcadia is being
invoiced. In reviewing and approving such invoice, Arcadia may consider, in
addition to other facts and circumstances, the relationship of the work
completed to the work remaining to be done. Arcadia shall have the right to
retain ten percent (10%) of the estimated cost of the work as partial security
for Consultant's performance of this Agreement. Within thirty (30) days after
approval of Consultant's invoice, Arcadia shall pay to Consultant that balance
of such invoice after deducting therefrom all prior payments and all sums to
be retained as partial security under the terms of this Agreement.
C. Upon satisfactory completion of all work and services described in "Exhibit A",
and Arcadia's approval thereof, Arcadia shall pay Consultant for the total
amount remaining due for each increment or phase of the work, including all
funds retained as partial security. Final payment shall be made by Arcadia to
Consultant within thirty (30) days after Arcadia's written acceptance of the
work.
D. _EXTRA SERVICES. If after work commences pursuant to this Agreement, it
becomes apparent that additional work not originally contemplated as within
the scope of this Agreement may be necessary such as that shown on Exhibit
"A", or otherwise, if such services are performed, Contractor shall be
compensated at Contractor's prevailing time and materials rate schedule as
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outlined in "Exhibit B". The Contractor shall inform Arcadia in writing of the
need for such additional work. No additional work shall be done without the
prior written approval of Arcadia.
9. MANAGEMENT
The City Manager or his designee shall represent Arcadia in all matters
pertaining to the administration of this Agreement, including without limitation,
coordination of all necessary meetings and conferences, and review and
approval of all products submitted by the Consultant. Authority to enlarge the
scope of services or change the compensation due to Consultant is subject to
approval of the City Council.
10. INDEPENDENT CONTRACTOR
Consultant is and shall at all times be deemed to be an independent contractor
and shall be solely responsible for the manner in which it performs the services
required by the terms of this Agreement. Nothing herein contained shall be
construed as creating the relationship of employer and employee, or principal
and agent, between Arcadia and Consultant or any of the Consultant's
employees or any subconsultants. Consultant assumes sole responsibility for
the acts of its employees and any subconsultants as related to the services to be
provided during the course and scope of their employment.
11. CONSULTANT'S PERSONNEL
A. All services required under this Agreement shall be performed by Consultant,
or under Consultant's direct supervision, and all personnel shall possess the
qualifications, permits and licenses required by State and local law to perform
such services.
B. Consultant shall be solely responsible for the satisfactory work performance
of all personnel engaged in performing services required by this Agreement,
and compliance with all reasonable performance standards established by
Arcadia.
C. Consultant shall comply with all federal and state statutes and regulations
relating to the employer/employee relationship, including but not limited to,
minimum wage, non-discrimination, equal opportunity, workers'
compensation, hazardous/unsanitary or dangerous surroundings, the Fair
Labor Standards Act, 29 U.S.C., 201, et. Seq., and the Immigration Reform
and Control Act of 1986 8 U.S.C. 245 (a).
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12. SUBCONTRACTING, DELEGATION AND ASSIGNMENT
This Agreement covers professional services of a specific and unique nature.
Consultant shall not delegate, subcontract or assign its duties or rights
hereunder, either in whole or in part, without the prior written consent of Arcadia.
Any proposed delegation, assignment or subcontract shall provide a description
of the services to be covered, identification and qualifications of the proposed
assignee, delegee or subcontractor and an explanation of why and how the
selection was made.
13. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY
A. In the performance of this Agreement, Consultant shall not discriminate
against any employee, subcontractor, or applicant for employment because
of race, color, religion, ancestry, sex, national origin, disabilities or age.
Affirmative action relating to employment shall include, but not be limited to
the following: employment, upgrading, demotion or transfer; recruitment;
layoff or termination; rates of pay or other forms of compensation; and
selection for training including apprenticeship.
B. The provision of subsection A above shall be included in all solicitations or
advertisements placed by or on behalf of Consultant for personnel to perform
any services under this Agreement. Arcadia shall have access to all
documents, data and records of Consultant and its subcontractors for
purposes of determining compliance with the equal employment opportunity
and non-discrimination provisions of this Section, and all applicable
provisions of Executive Order No. 11246 which is incorporated herein by this
reference. A copy of Executive Order 11246 is available for inspection and
on file with Arcadia.
14. INDEMNITY AND INSURANCE
A. HOLD HARMLESS AND INDEMNITY. Consultant agrees to indemnify and
hold harmless Arcadia, their officers, and employees from any claims, suits
and liabilities for damage to person or property arising out of Consultant's
errors, omissions or negligent acts.
B. INSURANCE. Consultant shall carry commercial liability insurance with
combined single limits of at least $1,000,000 naming the City of Arcadia as
additional insured. Proof of such insurance in a form and content approved
by the Arcadia City Attorney is a condition precedent to execution of this
Agreement by Arcadia. Insurance shall be maintained with insurers listed "A"
or better in the Best's Insurance Guide and be authorized to do business in
the State of California.
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Consultant shall also maintain professional liability insurance covering errors
and omissions providing protection of at least $500,000 for errors and
omissions with respect to losses, claims, and liability arising from action of
consultants in performing pursuant to this Agreement.
C. WORKERS' COMPENSATION AND LIABILITY. A program of Workers'
Compensation insurance or state-approved self-insurance program in an
amount, form and as broad as to meet all applicable requirements of the
Labor Code of the State of California, including Employer's Liability with limits
of at least $500,000 per occurrence. Should the Consultant be self-
employed, he/she must certify under Section 3800 of the California Labor
Code, the performance of the work for which this contract is issued is without
employing any person in any manner so as to become subject to the
Workers' Compensation Laws of California.
15. CONSULTANT'S WARRANTIES AND REPRESENTATIONS
Consultant warrants and represents to Arcadia as follows:
A. Consultant has no knowledge that any officer or employee of Arcadia has any
interest whether contractual, noncontractual, financial, proprietary or
otherwise, in this transaction or in the business of the Consultant, and that if
any such interest comes to the knowledge of Consultant at any time, a
complete written disclosure of such interest will be made to Arcadia, even if
such interest would not be deemed a prohibited "conflict of interest" under
applicable laws.
B. Upon the execution of this Agreement, Consultant has no interest, direct or
indirect, in any transaction or business entity which would conflict with or in
any manner hinder the performance of services and work required by this
Agreement, nor shall any such interest be acquired during the term of this
Agreement.
16. RESOLUTION OF DISPUTES (ATTORNEY FEES)
A. Disputes regarding the interpretation or application of any provisions of this
Agreement shall, to the extent reasonably feasible, be resolved through good
faith negotiations between the parties.
B. If any action at law or in equity is brought to enforce or interpret any
provisions of this Agreement, the prevailing party in such action shall be
entitled to reasonable attorney's fees, costs and necessary disbursements, in
addition to such other relief as may be sought and awarded..
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17. MODIFICATION OF AGREEMENT
The terms are subject to modification by mutual agreement between Arcadia and
Consultant which such changes shall be incorporated by authorized written
amendments to this Agreement. The parties agree that. the requirements for
prior written changes, amendments, or modifications to this Agreement may not
be waived and any attempted waiver shall be void.
18. TERMINATION
A. City may terminate this Agreement without cause upon five (5) days written
notice to Consultant to the address specified in this Agreement. Notice may
include telephonic communication to Consultant to cease work. Should City
terminate this Agreement, Consultant agrees to immediately discontinue
performance and deliver to City the work which he has completed, including
all maps, data, reports and like materials. Consultant shall receive a fee
equal to an amount which bears the same relationship to the total fee
payable pursuant to Section 8 that the amount of work performed by
Consultant prior to such termination bears to the total work to be performed
by Consultant to this Agreement.
B. City may terminate this Agreement with cause effective immediately upon
written notice of such termination to Consultant, based upon the concurrence
of any of the following events:
1. Material breach of this Agreement by Consultant;
2. Cessation of Consultant to be licensed, as required;
3. Failure of Consultant to substantially comply with any applicable of
federal, state or local law or regulation;
4. Filing by or against Consultant of any petition under any law for the
relief of debtors; and
5. Filing of a criminal complaint against Consultant for any crime, other
than minor traffic offenses.
C. WORK PRODUCT. In the event of termination, Consultant shall, at City's
request, promptly surrender to City all completed work and work in progress
and all materials, records, computerized information and notes developed,
procured, or produced pursuant to this Agreement. Consultant may retain
copies of such work product as a part of its record of professional activity.
19. ENTIRE AGREEMENT AND AMENDMENTS
A. This Agreement supersedes all prior proposals, agreements and
understandings between the parties and may not be modified or terminated
orally.
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B. No attempted waiver of any of the provisions hereof, not any modification in
the nature, extent or duration of the work to be performed by Consultant
hereunder, shall be binding unless in writing and signed by the party against
whom the same is sought to be enforced.
20. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California.
21. EFFECTIVE DATE
This Agreement shall become effective as of the date set forth below in which
the last of the parties, whether Arcadia or Consultant, executes said Agreement.
22. KEY PERSON
It is acknowledged and agreed that the key person and contact for the
performance of this Agreement is Rudy Serar. No other person shall be
substituted in this capacity, and Rudy Serar shall communicate directly with the
City project manager Don Penman. He shall be available for contact by the City
and shall attend all meetings as requested by City, unless excused.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and attested by their respective officers thereunto duly authorized.
CITY OF ARCADIA
"CITY"
By Dated: -i0, , 1999
City Manager i k S. ': ∎ - ND ASSOCIATES
l ANT"
B Dated: G ter' , 1999
APPROVED AS TO FORM:
By {G U. fldi N, ,
City Attorney IP
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EXHIBIT A
Scope of Services
The Scope of Services for the upper City Hall renovation include the following
Schematic Design Services. Subsequent work on design development and
construction documents will be part of an another agreement or amendment to
this agreement with a separate fee schedule.
• Review existing floor plan for upper City Hall including the Community
Development Division (Planning, Building, Business License and Code
Enforcement), Cashier area, proposed Engineering Division area, conference
space, private offices, main corridor, entry foyer and storage and file areas.
• Review these areas for exiting, accessibility, structural (as needed in
particular areas, lighting and Fire Code; measure as required for items not
shown clearly on existing drawings.
• Prepare schematic design drawings including floor plans, sections and interior
elevations of public accessible areas as needed.
Consultant will meet with user groups to develop the work product as described
above. Deputy City Manager/Development Services Director will be the project
coordinator and schedule meetings at mutually convenient times for City and
consultant.
Consultant shall not be responsible for preliminary budget estimate.
EXHIBIT B
For additional services of the consultant, the following hourly rates
are as follows:
Principal/Architect $90/hour
Project Architect $75/hour
Draftsman $55/hour
Administration/Clerical $40/hour
For additional services of consultants working for Serar and
Associates, a multiple of 10% times the amounts billed to Serar shall
apply.