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AMENDMENT NO. 3 TO AGREEMENT FOR PROGRAM
MANAGEMENT SUPPORT CONSULTING SERVICES BY AND
BETWEEN THE CITY OF ARCADIA AND
BUCKNAM & ASSOCIATES, INC.
This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by
and between the City of Arcadia, a municipal corporation of the State of
California, and Bucknam & Associates, Inc. with respect to that certain
Professional Services Agreement between the parties dated February 10, 2004
( "Agreement ").
The parties agree as follows:
1. Section 3.1.2 of the Agreement is hereby amended by deleting
June 30, 2007 and substituting therefore until terminated per
guidelines under Section 3.5.1 Termination of Agreement.
2. The contract amount shall be reduced by seven percent (7 %). The
revised total compensation payable by the City to the Contractor
shall not exceed FORTY -ONE THOUSAND EIGHT HUNDRED
FIFTY DOLLARS AND NO CENTS ($41,850.00)
3. Section 3.2.9 shall be amended to include the following
language:
lmmiwation Reform and Control Act. Contractor
acknowledges that Contractor, and all subcontractors hired
by Contractor to perform services under this Agreement, are
aware of and understand the Immigration Reform and
Control Act ( "IRCA'). Contractor is and shall remain in
compliance with the IRCA and shall ensure that any
subcontractors hired by Contractor to perform services under
this Agreement are in compliance with the IRCA. In addition,
Contractor agrees to indemnify, defend and hold harmless
the City, its agents, officers and employees, from any
liability, damages or causes of action arising out of or
relating to any claims that Contractor's employees, or the
employees of any subcontractor hired by Contractor, are not
authorized to work in the United States for Contractor or its
subcontractor and/or any other claims based upon alleged
IRCA violations committed by Contractor or Contractor's
subcontractor(s).
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In witness whereof the parties have executed this Amendment No. 3 on
the date set forth below.
CITY OF ARCADIA
By: - - r�
Donald Penman
City Manager
Date: q121'0q
ity Cl rk Date
CON�V !
Pat Malloy, Assistant,,('
ssistant ity M9,66ger /
Public Works Services Dire or
BUCKNAM & ASSOCIATES, INC.
By: C
(Print Name & Title)
Dated:
v /t40
AMENDMENT'RO. 2 TO AGREEMENT FA PROGRAM G.1 19 "
MANAGEMENT SUPPORT CONSULTING SERVICES BY
AND BETWEEN THE CITY OF ARCADIA AND BUCKNAM
AND ASSOCIATES
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and
between the City of Arcadia, a municipal corporation of the state of California, and
Bucknam and Associates, a California Corporation with respect to that certain
Professional Services Agreement between the parties dated February 10, 2004
( "Agreement').
The parties agree as follows:
1. Section 3.1.2 of the Agreement is hereby amended by deleting January 31,
2005 and by substituting therefore June 30, 2007.
2. Section 3.3.1 of the Agreement is hereby amended by deleting SEVENTY
THOUSAND TWO HUNDRED DOLLARS AND NO CENTS
($70,200.00) and by substituting therefore SIXTY FIVE THOUSAND
DOLLARS AND NO CENTS ($65,000.00).
3. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date
set forth below.
CITY OF ARCADIA BUCKNAM AND ASSOCIATES
By_, U1A B�
City Manager
4M
2006
APPROVED AS TO FORM:
City Attorney
Fsi deew-
Title
CONCUR:
Pat Malloy'
Public Works Services Director
AMENDMENXO. 1 T A REE T •
O G MEN FAIR PROGI�
MANAGEMENT SUPPORT CONSULTING SERVICES BY G20'+q -•
AND BETWEEN THE CITY OF ARCADIA AND BUCKNAM
AND ASSOCIATES
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the City of Arcadia, a municipal corporation of the state of California, and
Bucknam and Associates, a California Corporation with respect to that certain
Professional Services Agreement between the parties dated February 10, 2004
( "Agreement ").
The parties agree as follows:
I., Section, a. 1.2 of the Agreement is hereby amended by deleting January 31,
2005 and by substituting therefore June 30, 2006.
2. Section 3.3.1 of the Agreement is hereby amended by deleting SEVENTY
THOUSAND TWO HUNDRED DOLLARS AND NO CENTS
($70,200.00) and by substituting therefore SIXTY TWO THOUSAND
TWO HUNDRED FIFTY DOLLARS AND NO CENTS ($62,250.00).
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 A��RCCA��DIA BUCKNAM ND ASSOCIATES
D�
By �ix.0. w BY -�
City, Manager
'Datt
Clerk
2005
APPROVED AS TO FORM:
City Attorney
9; j Gf Nn
Title
CONCUR:
Pat Malloy
Public Works Services Director
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this hday of 2004 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 Bucknam & Associates, A CALIFORNIA
CORPORATION, with its principal place of business at 30131 Town Center Drive, Suite 295,
Laguna Niguel, CA 92677 ( "Consultant "). City 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 City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Program Management
Support consulting 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 Water System Seismic
Reliability Study 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 City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Program Management Support
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 date of execution to
January 31, 2005, 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.
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. The key personnel for performance of this Agreement are
as follows: C. Stephen Bucknam, Jr., P.E. .
K
3.2.5 City's Representative. The City hereby designates Pat Malloy, Public
Works Services Director, or his or her designee, 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 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 C. Stephen
Bucknam, Jr., P..E., or his or her 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 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 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 Protect.
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.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not continence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. hi 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 hnsurance. 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. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
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:
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(A) General Liabilitv. 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.
(B) Automobile Liabilitv. 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' Compensation and Employers Liabilitv
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• 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 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.
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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 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.
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.
33.1 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 SEVENTY THOUSAND TWO HUNDRED DOLLARS AND NO CENTS
($70,200.00) without written approval of City's Public Works Services Director. Extra Work
may be authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City 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. City shall, within forty -five (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 City.
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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 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 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.
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 (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
City, 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, 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:
Consultant:
City:
Bucknam & Associates
30131 Town Center Dr., Suite 295
Laguna Niguel, CA 92677
Attn: C. Stephen Bucknam, Jr., P.E. - (949) 363 -6461
City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Pat Malloy, Public Works Services Director
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 Propert y. This
Agreement creates a non - exclusive and perpetual license for City 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 City 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 City. City 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 City'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 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. Consultant shall not use
City'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 City.
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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 defend, 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
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall 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. 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 not be
restricted to insurance proceeds, if any, received by the City, 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 City's Right to Employ Other Consultants. City 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.
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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.
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, 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.
10
i,.
0 i
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 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 may be 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 City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
By: UYV l By:
William R. Kelly, City Manager
Dated: B`� 12004
ATTEST:
iKi# Clerk
BUCKNAM & ASSOCIATES
C. St ucknam, Jr., P.E.
President
APPROVED AS TO FORM: IN
Stephen P. Deitsch Departmen Head Date
City Attorney
11
EXHIBIT "All
SCOPE OF SERVICES
Consultant shall provide the following services:
ATTACHED
A -1
naM & — ddociated Jnc
Scope of Services
L EPA Grata Program Adminlistratiork,
This proposal covers consulting services for the following EPA funded federal programs and
projects in FY 02, 03 & 04 for the City of Arcadia, which are currently underway or about to
commence:
Planning Programs
O East Raymond Basin Water Resources Plan
Design Projects
O Orange Grove Booster Pump Station Replacement
Construction Projects
O Santa Anita Reservoir No. 4, Replacement of SA Reservoirs 1 & 2
O Chapman Well
O Pressure Regulating Stations
O Baldwin Reservoir Structural Rehabilitation
A. General Consultation of Water System EPA Funded Programs
• Provide consultation and advisement to the Public Works Services management team
regarding the administration and monitoring of water system federally funded programs
projects.
• Grant administration for EPA funded projects will be provided to assure that program and
project costs are documented in accordance with federal requirements. Assistance will be
provided in conjunction with EPA Audits of ongoing programs and projects. Administration of
Davis Bacon requirements will also be provided to comply with federal regulations as well.
Assistance in preparing annual MBE/WBE and Financial reports to EPA on federally funded
projects will be provided.
• Support and consultation relative to the mitigation monitoring relative to the California
Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA)
processes for federally funded Water System CIP programs and projects as requested.
Review of initial studies, environmental checklists, and draft and final documentation for
1
1h
it P
•
Categorical Exemptions, Negative Declarations, EIR's /EIS's under CEQA and NEPA
respectively.
• Assistance to the Director, General Manager and staff in the review and preparation of the
annual CIP as it related to federally funded water system improvements projects and
programs.
• Perform special assignments and prepare reports for the General Manager and Director
upon request.'
• General consultation & assistance to Public Works Services Engineering management and
staff as required. Services include assistance in briefing new City staff when hired.
It. Ganerat Program Management for the Federal Water Resources Program (WRP)
A. Coordination with EPA
• Coordination with the United States Environmental Protection Agency ( USEPA) to establish
agreements for continued construction funding in FY 2004 & 2005 for the City's WRP.
• Coordination with City and EPA on meeting CEQA and NEPA requirements for the FY 2004
& 2005 programs and projects
• Assist in tracking state and federal legislation and regulations potentially affecting WRP
issues.
B. Consultation in Conjunction with the Federal Appropriations for Federal FY 2005
• Provide consultation relative to the conceptual development of federal funding program
proposals for subsequent stages of the WRP including Authorizations and Appropriations
under the U.S. Environmental Protection Agency (EPA), U.S. Army Corps of Engineers,
Bureau of Reclamation and Federal Emergency Management Agency (FEMA) Programs.
• Liaison, technical consultation and coordination with the City's Washington DC advocacy
firm.
C. Program Management of the East Raymond Basin Watershed Program (ERBWP)
• Act as Program Manager for the City and the City of Sierra Madre on the ERBWP Feasibility
Study being proposed for funding through the USEPA in FY 2003.
• Assist the City in seeking supplemental State funding for the ERBWP through applicable
Department of Water Resources grant programs. Assist in consideration of other
supplemental funding programs such as the Rivers & Mountains Conservancy (RMC).
• Represent the City with EPA, City of Sierra Madre, Raymond Basin Management Board, Los
Angeles County Public Works Department and the State Department of Water Resources,
on the on the ERBWP.
2
•
• Assist in tracking state and federal legislation and regulations potentially affecting the
ERBW P.
D. Consultation on State Water Resources and Office of Emergency Services Grant
Programs
• Technical assistance in working with the State Office of Emergency Services (OES) in
seeking Pre - Disaster Mitigation Grants for seismic risk to water systems.
• Provide consultation with OES on the implementation of the Utilities Regional Assessment
of Mitigation Priorities (URAMP) computer model for pre- disaster mitigation grants for water
systems.
• Provide assistance in preparing applications to OES for pre- disaster mitigation grants for
applicable WRP projects
It is suggested that contract performance reviews with the Director or his representatives be
conducted on a bi- weekly basis throughout the duration of the consulting assignment; to assure
that both performance and fiscal goals are met. Written status reports will be prepared on a
monthly basis and submitted with monthly invoices for the program services delivered.
-30131 TOM Center Dr., Ste. 295 - Management Studies & Services
Laguna Niguel, CA 92677 - Public Works Management - Water Resources Planning
(949) 363 -6461 - Fax (949)363 -6505 - Federal and State Grant Support -City Engineering Service
E -Mall: csbiraprodi2L.ngt - Operational Studies - Asset Management
3
EXHIBIT "B"
SCHEDULE OF SERVICES
ATTACHED
�I
nam & - Adociafed J"nc
Schedule and Fee Estimate
•
Scope Items I and II can be accomplished on a time and materials basis not to exceed basis in
accordance with the standard hourly rate schedule attached. Our anticipated fee including labor
and reimbursable expenses is projected to average $5,850 per month to a maximum of $70,200
for a twelve -month period from January 2004 through December 2004. Should the City
desire to increase the service level above the hours outlined above or require other services not
described herein, a fee adjustment would be negotiated and mutually agreed upon by both
parities. Please note that we consider the level of work efforts described above and
compensation for same to be fully negotiable.
-30131 Town Center Dr., Ste. 295 - Management Studies & Services
Laguna Niguel, CA 92677 - Public Works Management - Water Resources Planning
-(049)363-Ml - Fax (949)36 &6505 - Federal and State Grant Support - City Engineering Service
E -Mail: csbir(o)orodicv.net - Operational Studies - Asset Management
EXHIBIT "C"
COMPENSATION
ATTACHED
[in
Catecory
Rate
Principal
$ 205
Senior Project Manager
165
Project Manager
152
Senior Engineer/ Planner
142
Construction Manager
136
Management Analyst
126
Project Engineer/ Planner
120
Engineer / Senior Technician / Planner/ Senior Inspector
99
Assistant Engineer/ Technician / Planner / Inspector
84
CADD Operator
82
Administrative Assistant
73
Clerical/ Word Processing
65
Forensic Services
Quote
Reimbursables
Mileage
$ 0.40 1mile
Subconsultant Services
Cost + 15%
Reproduction
Cost + 15%
Travel & Subsistence
Cost + 15%
Fees & Permits
Cost + 15%
Computer Services (External)
Cost + 15%
Rates Effective 411103
30131 Town Center Dr., Ste. 295 - Management Studies & Services
Laguna Niguel, CA 92677 - Public Works Management - Water Resources Planning
- (949) 363.6461 - Fax (949)363 -6505 - Federal and State Grant Support - City Engineering Service
- E -Mail: csbir(iDprodigy.net - Operational Studies
1
Certificate of Insurance
_r
NOTWITHSTANDINGNSU REQUIREMENT, TERM H CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH S, RESPECT
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. E %CLU:
TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE
A
]I IYl V VYJG
tice Agency Name and Address:
THIS CERTIFICATE IS ISSUED AS A MATTER OF
s, Inc.
INFORMATION ONLY AND CONFERS NO RIGHTS UPON
72244a
HigNOT
THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES
A 92663
AMEND, EXTEND OR ALTER THE COVERAGE
$500,000
AFFORDED THE POLICIES LISTED BELOW.
$1,000,000
Bodily Injury/person:
Insureds Name and Address:
Companies Affording Policies:
Bucknam & Associates, Inc.
A United States Fidelity & Guaranty Co.
30131 Town Center Drive, Suite 295
B. St. Paul Fire & Marine Insurance Co.
C.Continental Casualty Company
Laguna Niguel, CA 92677
D
E.
F.
Protective
Disease /Policy Limit:
NOTWITHSTANDINGNSU REQUIREMENT, TERM H CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH S, RESPECT
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. E %CLU:
TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE
A
GENERAL LIABILITY
BKO1584476
09/01/03 -
09/01/04
$2,000,000
❑X Commercial General Liability
Each Occurrence:
$1,000,000
Fire Dmg. (any one fire):
$500,000
❑ Claims Made
$1,000,000
Bodily Injury/person:
$0
Bodily Injury/accident:
® Occurrence
Property Damage:
$0
Each Occurrence:
cc:
❑ Owner's and Contractors
Statutory Limits
Each Accident:
Protective
Disease /Policy Limit:
$1,000,000
Disease /Employee:
$1,000,000
Per Claim
$1,000,000
A ggregate
$2,000,000
A
AUTO LIABILITY
❑ Any Automobile
BKO1584476
09/01103
09/01/04
❑ All Owned Autos
❑ Scheduled Autos
0 Hired Autos
❑X Non -owned Autos
❑ Garage Liability
EXCESS LIABILITY
❑ Umbrella Form
❑ Other than Umbrella Form
B
WORKERS'
WVA7742209
09101/03
09101/04
COMPENSATION
AND EMPLOYER'S
LIABILITY
C
PROFESSIONAL
LIABILITY'
SFAI 13988680
01/02/02
01/02/05
nave run 1 Nt VUL10Y FGKIUU
HICH THIS CERTIFICATE MAY BE
i, AND CONDITIONS OF SUCH P01
POLICY LIMITS
General Aggregate:
$2,000,000
Products- Con✓Ops
THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED
Aggregate:
$2,000,000
Personal and Adv. Injury: $1,000,000
Each Occurrence:
$1,000,000
Fire Dmg. (any one fire):
$500,000
Combined Single Limit:
$1,000,000
Bodily Injury/person:
$0
Bodily Injury/accident:
$0
Property Damage:
$0
Each Occurrence:
cc:
Aggregate:
Statutory Limits
Each Accident:
$1,000,000
Disease /Policy Limit:
$1,000,000
Disease /Employee:
$1,000,000
Per Claim
$1,000,000
A ggregate
$2,000,000
$0
Description of Operations/ Locations /Vehicles /Restrictions /Special items:
GENERAL LIABILITY ONLY: CITY OF ARCADIA, ITS DIRECTORS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS ARE NAMED AS
ADDITIONAL INSURED PER THE ATTACHED ENDORSEMENT. WORKERS' COMPENSATION ONLY: WAIVER OF SUBROGATION APPLIES PER THE ATTACHED
ENDORSEMENT.
`Wriffnn at nnnrnnntc limifc of linhilih, nni I....,. lL.n.... ,..� ,.L..,....
Certificate Holder:
THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED
WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED.
City of Arcadia
CANCELLATION:
Public Works Services
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION
11800 Goldring Avenue
DATE THEREOF, THE ISSUING COMPANY, ITS AGENTS OR REPRESENTATIVES WILL MAIL 30
DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EXCEPT IN
Arcadia, CA 91066 -6021
THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE 10DAYS
NOTICE WILL BE GIVEN.
Aulhonzed Repreeeniative: 10/18103
cc:
-' ARCHITECTS AND &INEERS PROGRAM ENDORS*NT
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
INSURED:BUCKNAM & ASSOCIATES INC.
POLICY NUMBER BXOISM476
POLICY PERIOD: 9101103 — 9/01/04
UNITED STATrs FIDELITY &
GUARANTY COMPANY
ADOMONAL INSURED: THE CITV OF ARCADIA. M DIRECTORS, OFFMAL.0. OFFICERS.
EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS
This endorsement modifies insurance provided b. "Bodily injury", "property damage ", "personal
under the following: oury", or "advertising injury" which is not caused in
whole or in part by the negligent acts or omissions of
BUSINESSOWNERS POLICY anyone directly or indirectly employed by a Nanred
Insured or for whose acts a Named Insured may be
Additional Instared: liable.
The following is added to paragraph 2. of
Section II. — WHO IS AN INSURED:
If you are required to add another person
or organization as an insured under this
policy by a written work contract or
agreement which is in a ffect during the
policy period and a certificate of
insurance has been issued listing that
person 0r0rgaaizationaaan Additional
Insured, that person or organization is an
insured. Such person or organization is
referred to in this Coverage Part as an
Additional Insured.
The following paragraph is added to Section I —
COVERAG£:
E. Additional Insured Exclusions
I. I n addition to the other exclusions applicable to
COVERAGES A., B. and C., the insurance provided
to an Additional Insured does not apply to:
a. "Property damage' to:
1) Property owned, occupied or used by the
Additional insured;
2) Property rented, leased or loaned to, in the care,
custody or control of, of over which physical control
is being exercised for any purpose by the Additional
Insured; or,
3) "Your work" performed for the Additional
Insured.
CLBP 21 81 04 01 Abbreviated
The following additional provision applies:
SECTION IV.5 Other Insurance is replaced by the
following:
5. Other Insurance
The insurance afforded by this Coverage Part is
primary insurance and we will not seek
contribution from any other insurance available
to the insured unless the other insurance is
provided by a conttactor. Then we will share
with that other insurance by the method
described below.
If all of the other insurance permits
contribution by equal shares, we will follow this
method also. Under this approach, each insurer
contributes equal amounts until it has paid its
Applicable limit of insurance or none of the loss
remains, whichever comes fast.
Tf any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer's
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
Printed in U.S.A.
WC 04 03 06 (Ed. 4 -84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -
CALIFORNIA
This endorsement changes the policy to which it is attached and is effective on the date issued
unless otherwise stated.
(The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.)
This endorsement, effective on 09/01/03 at 12:01 A.M. standard time,
forms a part of
DATE
Policy No. WVA7742209
Endorsement No.
of the ST. PAUL MERCURY INSURANCE COMPANY
(Name of Insurance Company)
issued to: BUCKNAM & ASSOCIATES INC.
Policy Expiration Date: 09/ 01/04
Premium (if any) $
NCCI Carrier Code 13692
bm 71�0
Cora Lim
Authorized Signature
We have the right to recover our payments from anyone liable for an injury covered by this policy.
We will not enforce our right against the person or organization named in the Schedule. (This
agreement applies only to the extent that you perform work under a written contract that requires
you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees
while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be 2.00 % of the California workers' compen-
sation premium otherwise due on such remuneration.
SCHEDULE
PERSON or ORGANIZATION
JOB DESCRIPTION
ALL OPERATIONS
CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND
DESIGNATED VOLUNTEERS