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ARCADIA REDEVELOPMENT AGENCY
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE. I/
This Agreement is made and entered into this 1daY of //UVhl/Y ,2001 by and
between the Arcadia Redevelopment Agency, a public body, corporate and politic organized under
the laws of the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California_91066-6021 ("the Agency") and Stadler, Shober and Cline, Inc., dbaPacific- -:
Relocation Consultants,with its principal place of business at 100 W. Broadway, Suite 300, Lorig
Beach, CA 90802-4432 ("Consultant"). The Agency and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the Agency on the terms and conditions set forth in this Agreement.
Consultant represents that it is experienced in providing professional relocation services to public
clients, is licensed in the State of California, and is familiar with the plans of the Agency.
2.2 Project.
The Agency desires to engage Consultant to render such services for the Morlan Place project
("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the
Agency all labor,materials,tools,equipment,services,and incidental and customary work necessary
to fully and adequately supply the professional relocation 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 Term. The term of this Agreement shall be from October 2, 2001 to
December 31, 2003, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
RVLIT/DL/618946 1
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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. The
Agency 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 the Agency 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, the Agency shall
respond to Consultant's submittals in a timely manner. Upon request of the Agency,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 the Agency.
3.2.4 Substitution of Key Personnel. Consultant has represented to the Agency 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 the Agency. In the event that the Agency and Consultant
cannot agree as to the substitution of key personnel, the Agency 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 Agency, or who are determined by the Agency 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 Agency. The key personnel for performance of this Agreement are as follows:Barry McDaniel,
Mark La Bonte, and Julia Miranda.
3.2.5 The Agency's Representative. The Agency hereby designates the Agency's
Attorneys, Best Best & Krieger LLP, to act as its representative for the performance of this
Agreement (the "Agency's Representative"). All Project discussions and work products are
privileged and confidential. The Agency's Representative shall have the power to act on behalf of
the Agency for all purposes under this Contract. Consultant shall not accept direction or orders from
any person other than the Agency's Representative or its designee.
RVLIT/DU618946 2
3.2.6 Consultant's Representative. Consultant hereby designates Barry McDaniel,
or his designee, to act as its representative for the performance of this Agreement ("Consultant's
Representative"). Consultant's Representative shall have full authority to represent and act on behalf
of the Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services,using his best skill and attention, and shall be responsible for all
means,methods,techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with the Agency
staff in the performance of Services and shall be available to the Agency's staff,consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Consultant represents and maintains that it is skilled in the professional calling necessary
to perform the Services. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, Consultant
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including.a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant
shall perform,at its own cost and expense and without reimbursement from the Agency,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 Agency 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 Agency,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 Agency, Consultant shall be
solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold the
Agency, 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.
RVLIT/D1/618946 3
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence Work
under this Agreement until it has provided evidence satisfactory to the Agency 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 Agency that
the subcontractor has secured all insurance required under this section.
3.2.10.2 M_inimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of the.
Agreement by the Consultant,its agents,representatives, employees or subcontractors. Consultant
shall also require all of its subcontractors to procure and maintain the same insurance for the duration
of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers'Compensation and Employer's Liability:Workers'Compensation insurance as required
by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) •
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. [Intentionally Omitted]
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 Agency to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed
to state that: (1)the Agency,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 Agency, 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-
RVLIT/DU618946 4
insurance maintained by the Agency, 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.
(B) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Agency, 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 Agency, 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 Agency, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the Agency,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 Agency; 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 Agency,its
directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation ofInsureds;No Special Limitations. All insurance
required by this Section shall contain standard separation of insureds provisions. In addition, such
insurance shall not contain any special limitations on the scope of protection afforded to the Agency,
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 Agency. Consultant shall
guarantee that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Agency, 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 A:VIII,licensed to do business in California,
and satisfactory to the Agency.
3.2.10.8 Verification of Coverage. Consultant shall furnish the Agency
with original certificates of insurance and endorsements effecting coverage required by this
RVLIT/DU618946 5
Agreement on forms satisfactory to the Agency. 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 Agency if requested. All certificates and endorsements must
be received and approved by the Agency before work commences. The Agency reserves the right
to require complete, certified copies of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures;(B)instructions in accident prevention for all employees and subcontractors,such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation,including authorized
reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C"
attached hereto and incorporated herein by reference. The total compensation shall not exceed One
Thousand Dollars ($1,000) without written approval of the Agency's Executive Director. Extra
Work maybe authorized,as described below,and if authorized,will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to the Agency a monthly
itemized statement which indicates work completed and hours of Services rendered by Consultant.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date,or since the start of the subsequent billing periods,as appropriate,through the
date of the statement. The Agency shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by the Agency.
3.3.4 Extra Work. At any time during the term of this Agreement,the Agency may
request that Consultant perform Extra Work. As used herein, "Extra Work"means any work which
is determined by the Agency 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 the Agency's Representative.
RVLIT/DL618946 6
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records shall
be clearly identifiable. Consultant shall allow a representative of the Agency 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.
3.5 General Provisions.
3.5.1 . Termination of Agreement.
3.5.1.1 Grounds for Termination. The Agency may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination,and specifying the effective date thereof, at
least seven (7) days before the effective date of such termination. Upon termination, Consultant
shall be compensated only for those services which have been adequately rendered to the Agency,
and Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein,the Agency 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, the Agency may procure, upon such terms and in such manner
as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Consultant:
Stadler, Shober and Cline, Inc. dba
Pacific Relocation Consultants
100 W. Broadway, Suite 300
Long Beach, CA 90802-4432
Attn: Barry McDaniel
RVLIT/DL/618946 7
•
The Agency:
Arcadia Redevelopment Agency
240 West Huntington drive
Arcadia, CA 91066-6021
Attn: Don Penman, Development Services Department
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.
3.5.3.1 Documents & Data Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for the Agency to copy,use,modify,reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications,studies,drawings,estimates,and other documents or works of authorship fixed in any
tangible medium of expression,including but not limited to,physical drawings or data magnetically
or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement("Documents&Data"). Consultant shall require all subcontractors
to agree in writing that the Agency is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant represents and
warrants that Consultant has the legal right to license any and all Documents &Data. Consultant
makes no such representation and warranty in regard to Documents&Data which were prepared by
design professionals other than Consultant or provided to Consultant by the Agency. The Agency
shall not be limited in any way in its use of the Documents and Data at any time,provided that any
such use not within the purposes intended by this Agreement shall be at the Agency's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures,drawings, descriptions,computer program data,input record data,written information,
and other Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of the Agency,be used by Consultant for any purposes other than
the performance of the Services. Nor shall such materials be disclosed to any person or entity not
connected with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known,or has become known,to the related
industry shall be deemed confidential. Consultant shall not use the Agency's name or insignia,
photographs of the Project,or any publicity pertaining to the Services or the Project in any magazine,
trade paper, newspaper, television or radio production or other similar medium without the prior
written consent of the Agency.
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 maybe necessary,appropriate
or convenient to attain the purposes of this Agreement.
RVLIT/DL/618946 8
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 reason-
able attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the Agency,
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 defend,at Consultant's own
cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
kind that maybe brought or instituted against the Agency,its directors,officials,officers,employees,
agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be
rendered against the Agency or its directors, officials, officers, employees, agents or volunteers, in
any such suit, action or other legal proceeding. Consultant shall reimburse the Agency and its
directors,officials,officers,employees,agents and/or volunteers,for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds,if any,
received by the Agency, its directors, officials officers, employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.10 The Agency's Right to Employ Other Consultants. The Agency reserves right
to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign,hypothecate,or transfer,
either directly or by operation of law,this Agreement or any interest herein without the prior written
consent of the Agency. 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.
RVLIT/DU618946 9
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 the Agency include
its elected officials,officers,employees,agents,and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or intent of this
Agreement.
3.5.14 Amendment;Modification. No supplement,modification,or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach,whether of the same or other covenant or condition. No waiver,benefit,privilege,
or service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 Invalidity;Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely for
Consultant,to solicit or secure this Agreement. Further,Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission,percentage,brokerage fee, gift or other consideration contingent
upon or resulting from the award or making of this Agreement. For breach or violation of this
warranty,the Agency shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of the Agency, during the term of his or her
service with the Agency, 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 ofrace,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 the Agency's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in
effect or hereinafter enacted.
RVLIT/D1/618946 1.0
3.5.20 Labor Certification. By its signature hereunder,Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every employer
to be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement maybe signed in counterparts,each of which
shall constitute an original.
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 the Agency. Subcontracts,if any,shall contain a provision making them subject to all provisions
stipulated in this Agreement.
ARCADIA REDEVELOPMENT AGENCY STADLER, SHOBER AND CLINE,INC.
dba PACIE RELOCATION
CONSULT• T
By: 41eftbf
William R. Kelly :arry cDaniel
Executive Director
Title A cce._
Attest: Approved as to Form:
:ency Secretary Stepheb P. Deitsch
Agency Attorney
RVLIT/DL618946 11
EXHIBIT "A"
SCOPE OF SERVICES-RELOCATION
STADLER,SHOBER AND CLINE,INC.,DBA
PACIFIC RELOCATION CONSULTANTS
Phase 1
The Consultant, through windshield and visual surveys of the businesses on the proposed Morlan
Place Project site,discussions with City staff,review of sales tax and business information provided
by City staff,and Pacific Relocation Consultant's(PRC)professional expertise in relocating similar
businesses in other cities in Los Angeles County, shall provide to the Agency per the Schedule of
Performance a report of the estimate (low to high range) of the total costs of relocating each of the
known businesses on this revised 4-acre+site. The report shall include relocating detail as to costs,
e.g., actual move, utility reconnections, administrative costs (business stationery, etc.), consultant
relocation fee, etc. The report shall be provided in three (3) copies.
The Consultant shall meet with the Agency in two 2-hour meetings: (a) at Notice to Proceed, and
(b) at submittal of the preliminary budget estimate.
Phase 2
Upon written Notice to Proceed for each business,the consultant shall proceed with implementation
of relocation of the businesses per the California Redevelopment and Relocation Laws, Guidelines
and Agency Relocation Guidelines.
The Consultant shall also provide the property management services,if so requested by the Agency
in writing.
•
RVLIT/DU618946 A-1
•
EXHIBIT "B"
SCHEDULE OF PERFORMANCE RELOCATION
STADLER,SHOBER AND CLINE,INC.,DBA
PACIFIC RELOCATION CONSULTANTS
Phase 1 Date
1. Agency shall forward Agreement to Consultant for execution 09/20/01
2. Consultant shall return executed Agreement, with insurance, 09/22/01
to the Agency
3. Consultant and key staff shall attend initial orientation 10/02/01
meeting on the project-Notice to Proceed 9:30 a.m.
4. Consultant shall submit the Budget report to the Agency(3 copies) 12/03/01
Phase 2
Following Notice to Proceed from the Agency, Consultant shall provide Approx.
relocation assistance to displaced businesses and property management 2002 to
services following their move and prior to clearance mid-2003
RVLIT/DIJ618946 B-1
EXHIBIT "C"
COMPENSATION
STADLER,SHOBER AND CLINE,INC.,DBA
PACIFIC RELOCATION CONSULTANTS
Phase 1 -Budget Estimate $ 1,000
Phase 2 -Relocation Implementation of Revised Site $210,000
Property Management $ 5,000
Administrative set-up fee- $80/occupied unit
Trust Account set-up fee- $300
Monthly Management fee- $80/occupied unit
Sub-Contractor Charge - 15% of invoiced amount- $30 minimum
(Does not include possible Public Storage Property Management fee, est. $35,000)
RVLIT/D11618946 C-1