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CITY OF ARCADIA
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES (hereinafter referred to
as "Agreement") is made and entered into this 6th day of July, 1999, between the
Arcadia Redevelopment Agency (hereinafter referred to as "Agency"), and A.C.
Lazzaretto &Associates. (hereinafter referred to as "Consultant").
RECITALS
WHEREAS, Agency has selected Consultant to undertake the professional
services as fully described in Exhibit "A" (Request for Proposal, dated April 21, 1999)
and Exhibit "B" (Proposal dated May 20, 1999 including separate}fee schedule); and
WHEREAS, Consultant represents that it has experience and technical
competence to act as Consultant to the Agency 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 the Agency under the Agreement
shall be sent to the following address, unless authorized in writing to be sent
elsewhere by the Agency:
ARCADIA REDEVELOPMENT AGENCY
Don Penman, Deputy Executive Director
240 W. Huntington Drive
Arcadia, CA 91007
626-574-5414(Fax: 626-447-3309)
All communications sent-to Consultant shall be sent to:
A.C. LAZZARETTO &ASSOCIATES
Dominic D. Lazzaretto, Senior Analyst
Post Office Box 3073,
Burbank, CA 91504
818-569-4526 (Fax: 818-558-7088)
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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 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 or nationally recognized delivery
service company.
2. DESCRIPTION OF WORK
The Agency hereby engages Consultant, and Consultant accepts such
engagement, to perform the services set forth in the attached "Exhibit A" and
"Exhibit B" incorporated as part of this Agreement. The Agency'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" and "Exhibit B" 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
The Agency shall provide Consultant to the extent feasible financial, program,
project, audit, and other similar 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 the Agency. Basic notes, computations,
computer diskettes and similar data prepared or obtained by Consultant under
this Agreement shall, upon request, be made available to the Agency without
restriction or limitation on their use. Consultant shall deliver such materials to
the Agency 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 the Agency.
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6. RELEASE OF INFORMATION
All information gained by Consultant in performance of this Agreement shall not
be released by Consultant without the Agency's prior written authorization.
Confidentiality and disclosure shall be subject to the California Public Records
Act. (Government Code Section 6250 et. seq.)
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" and "Exhibit B" hereto, for a fee based on time and materials not-to-
exceed in two phases, $7,000 in phase-I; $111,000 in phase-II. Should the
Agency 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 C" 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
the Agency 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 the Agency
requests, the consultant shall provide the Agency along with the invoice, copies
or verification of all work performed for which the Agency is being invoiced. In
reviewing and approving such invoice, the Agency may consider, in addition to
other facts and circumstances, the relationship of the work completed to the
work remaining to be done. The Agency 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, the Agency 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 the Agency's approval thereof, the Agency 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
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the Agency to Consultant within thirty (30) days after the Agency'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
outlined in "Exhibit B". The Contractor shall inform the Agency in writing of the
need for such additional work. No additional work shall be done without the
prior written approval of the Agency.
9. MANAGEMENT
The Deputy City Manager/ Deputy Executive Director or his designee shall
represent the Agency 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 Agency Board.
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 the Agency 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 Federal, 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 the Agency.
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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).
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 the
Agency. 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. The Agency 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 the
Agency.
14. INDEMNITY AND INSURANCE
A. HOLD HARMLESS AND INDEMNITY. Consultant agrees to indemnify
and hold harmless the City of Arcadia and the Arcadia Redevelopment Agency,
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.
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B. INSURANCE Consultant shall carry general commercial liability insurance
with combined single limits of at least $1,000,000 naming the City of Arcadia and
the Arcadia Redevelopment Agency 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 the Agency. 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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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 $300,000 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 the Agency as follows:
A. Consultant has no knowledge that any officer or employee of the City and
Agency 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 the City and Agency,
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.
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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.
17. MODIFICATION OF AGREEMENT
The terms are subject to modification by mutual agreement between the Agency
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. The Agency may terminate this Agreement without cause upon ten (10)
days written notice to Consultant to the address specified in this Agreement.
Notice may include telephonic communication to Consultant to cease work.
Should the Agency terminate this Agreement, Consultant agrees to immediately
discontinue performance and deliver to the Agency 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. The Agency 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
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(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 Agency's
request, promptly surrender to Agency 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.
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 the Agency 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 Dominic D. Lazzaretto. No other person shall
be substituted in this capacity, and Dominic D. Lazzaretto shall communicate
directly with the City/ Agency project manager, Don Penman or his designee.
He/ She shall be available for contact by the Agency and shall attend all
meetings as requested by Agency, unless excused.
IN WITNESS WHEREOF, the parties,hereto have caused this Agreement to be
executed and attested by their respective officers thereunto duly authorized.
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ARCADIA REDEVELOPMENT AGENCY
"AGENCY"
By _ Oltkai
Executive Director
Dated: VPtett$T , 1999
Dated:Ihrli a 3/ 19 9 9
APPROVED AS TO FORM:
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By Stq&A Y". }lia
City/Agency Attorney
A.C. LAZZARETTO & ASSOCIATES
"CONSULTANT"
B`y ' 3 Dated: Z° , 1999
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