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HomeMy WebLinkAboutC-1653 0 y"O - S. �Ir�, rs 1�i5 /2-r7/1 e Y ;AC � J 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) 1 - /-., 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. 2 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 3 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. 4 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. 5 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. .4) • - - - •y_ ' • - _ . . - . ... .__ - a 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. 6 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 7 t (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. 8 > ARCADIA REDEVELOPMENT AGENCY "AGENCY" By _ Oltkai Executive Director Dated: VPtett$T , 1999 Dated:Ihrli a 3/ 19 9 9 APPROVED AS TO FORM: nn By Stq&A Y". }lia City/Agency Attorney A.C. LAZZARETTO & ASSOCIATES "CONSULTANT" B`y ' 3 Dated: Z° , 1999 nrocidernt- D.�o c.• 5T DpM,N■L L{aZ2 E ri` =. 9