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AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
2==x, AGREEMENT FOR MAILING SERVICES
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This Amendment No. 1 ("Amendment No. 1") is hereby entered into this J day of
<ULY , 2021 by and between the City of Arcadia, a municipal corporation of the
State of California, and Urmila Periasamy dba: SoCal Mailing Services, a California Sole
Proprietor with respect to that certain Professional Services Agreement ("Agreement") between
the parties dated November 18, 2020.
The Parties agree as follows:
1. Section 3.1.2 of the Professional Services Agreement, the Term is hereby extended
from July 1, 2021 through June 30, 2022 ("Extended Term").
2. All terms and provisions of the Agreement not amended by this Amendment No. 1 are
hereby reaffirmed.
In witness whereof the Parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA URMILA PERIASAMY
dba: SoCal Mailing Services
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c azaret SOLE PoPe1 ETL r;
City Manager Title:
Dated: I2t 202) Dated: D' /0g/2-02)
By:
ATTEST:
Title:
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Dated:
City Clerk 6 !
- APPROVED AS TO FORM CONCUR:
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Stephen P. Deitsch Hue Quac`1___
City Attorney Administrative Services Director
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
OUTSIDE MAIL SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 12th day of November, 2020 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066-6021 ("City") and Urmila Periasamy, a sole proprietor, dba
SoCal Mailing Services with its principal place of business at 2328 Durfee Ave. Suite A,
El Monte, CA 91732 ("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 mail services to
municipal clients, is licensed in the State of California, and is familiar with the plans of
City.
2.2 Project. [INTENTIONALLY OMITTED]
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 mail services ("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 December 1, 2020
to June 30, 2021, with the option for three one-year extensions, 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.
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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. [INTENTIONALLY
OMITTED]
3.2.4 Substitution of Key Personnel. [INTENTIONALLY OMITTED]
3.2.5 City's Representative. The City hereby designates Hue C. Quach,
Administrative 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 Urmila
Periasamy, 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.
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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. 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 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 City, Consultant shall be solely responsible for all costs
arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, and employees 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.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform and
Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and
shall ensure that any subcontractors hired by Consultant to perform services under this
Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify,
defend and hold harmless the City, its directors, officials, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant, are
not authorized to work in the United States for Consultant or its subcontractor and/or any
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other claims based upon alleged IRCA violations committed by Consultant or Consultant's
subcontractor(s).
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 City 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 City that the subcontractor has secured all insurance required
under this section; provided, however, that in lieu thereof, the Consultant may provide
evidence to the City that all subcontractors are additional insureds under the Consultant's
policies of insurance.
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, subcontractors and volunteers. Consultant shall also name
and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the
following: (1) General Liability: Insurance Services Office Commercial General Liability
coverage for premises and operations, contractual liability, personal injury, bodily injury,
independent contractors, broadform property damage, explosion, collapse, and
underground, products and completed operations, (2) Automobile Liability: Insurance
Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed
by Consultant or for which Consultant is responsible; and (3) Workers'Compensation and
Employer's Liability: Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved by
City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate limit
of $2,000,000. 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 combined single limit per accident for bodily
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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 City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services operations
and for completed 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, and employees, 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 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 City, its directors, officials, officers, and employees
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, and
employees, 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, and employees 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 City, its
directors, officials, officers, and employees 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, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to non-
payment of premium, ten (10) days' notice of cancellation for non-payment of premium
may instead be given to the City.; and (B) any failure to comply with reporting or other
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provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the City, its directors, officials, officers, and employees.
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, and employees.
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, and employees; 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:VII, admitted or approved to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current 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. Copies of 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.
3.2.10.9 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 lifesaving 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.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
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coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, 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 those annual
total amounts for each applicable fiscal year, as set forth in Exhibit "C". 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 prior written authorization is obtained from the City.
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 prior 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.
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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. A
termination without cause by City shall not act as or be deemed a waiver of any potential
known or unknown City claims associated with Consultant's performance prior to the date
of termination.
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:
SoCal Mailing Services
2328 Durfee Ave. Suite A
El Monte, CA 91732
Attn: Urmila Periasamy
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Hue C. Quach, Administrative 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.
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3.5.3.1 Documents & Data. All materials and data, including
but not limited to, data on magnetic media and any materials and data required to be
made or kept pursuant to federal, state or local laws, rules or regulations, prepared or
collected by Consultant pursuant to this Agreement, shall be the sole property of the City,
except that Consultant shall have the right to retain copies of all such documents and
data for its records. City shall not be limited in any way in its use of such materials 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 and provided that Consultant shall be indemnified
against any damages resulting from such use, including the release of this material to
third parties for a use not intended by this Agreement.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, 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.
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 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees 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 attorney's fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8,
the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8,
to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's
choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
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actions or other legal proceedings of every kind that may be brought or instituted against
City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials,
officers, and employees, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by the active negligence or willful misconduct by the City or
its directors, officials, officers, and employees. Consultant shall reimburse City and its
directors, officials, officers, and employees, 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, and employees, and
shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether or
not Consultant has been named in the claim or lawsuit.
3.5.6 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.
3.5.7 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 attorneys' fees and all other costs of such action.
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.
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,
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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,
and employees 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.
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, sexual orientation or age. Such non-discrimination shall include,
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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.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are
hereby incorporated into this Agreement by this reference.
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.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA SOCAL MAILING SERVICES
> /31 aur
By - �• � By
Dominic Lazzaretto Signature
City Manager
Date: 'i- cv- 1t 12,07A) Urmila Periasamy, Proprietor
Print Name and Title
ATTEST: Date: 11-12-20
Revised 04i 13
12
Y
City Cle Signature
APPROVED AS TO FORM:
Print Name and Title
Date:
Stephen P. Deitsch
City Attorney CONCUR:
jii----`-'-----3
Hue C. Quachi,-
Administrative Services Director
Revised 04/13
13
EXHIBIT"A"
SCOPE OF SERVICES
The Consultant shall perform the following tasks:
1. Pickup, meter, and delivery to the United States Post Office (USPO) of all outgoing
mail generated daily by the City and all services typically associated with outside mail
services.
2. Due to the impact of COVID-19 pandemic, the City currently has mail picked up 3
times a week. Once the restrictions related to the COVID-19 pandemic are lifted, the City
anticipates going back to daily pickup (alternate Fridays).
3. Currently, the City has one (1) pickup at approximately 3:00 p.m. The City requires
at least one (1) pickup per day as late in the day as possible with the assurance that it
will be metered and taken to the USPO the SAME DAY. The City would consider more
than one (1) pickup per day if it is to our advantage and there would be no additional
costs.
4. The City will provide a document daily that will include the number of pieces being
mailed and by which department. Vendor will be required to submit a report showing the
daily number of pieces received and the amount of postage used on a weekly basis.
5. Mail is to be picked up daily, except major holidays, at 240 W. Huntington Drive,
Arcadia, CA 91007. Major holidays include, but are not limited to New Year's Day,
President's Day, Memorial Day, 4th of July, Labor Day, Veteran's Day, Thanksgiving Day
and Christmas Day. Vendor will be required to pick mail up earlier in the day on those
days that the City will be open only until 12:00 PM. Commitment to provide the City with
a weekly cost and count of the mail run, as well as verification of delivery to the USPO is
mandatory.
6. Vendor will also be required to fold, insert and meter approximately 7,700 water
bills per month. The City will provide all bills including inserts and return envelopes.
Water bills to be metered and mailed the SAME DAY and billed separately from the daily
City mail.
7. The City will provide all funds for metering the mail.
B-1
Exhibit "B"
SCHEDULE OF SERVICES
On the day City Hall is open, and except for the major holidays that the Post Office is
closed, Consultant shall pick up mail at 240 W Huntington Drive, Arcadia, CA 91007 every
day
On a monthly basis, City Staff may request the Consultant to pick up the water bills at
240 W Huntington Drive, Arcadia, CA 91007 every day
B-1
Exhibit "C"
COMPENSATION
Daily Mail Water Bills
Cost to pick up mail: $ 45.00 per day $50.00 per pick up
up to 500 pieces
Additional charges for more
than 500 pieces, up to
2,000 pieces:
$25.00
Cost to Meter Daily Mail: $0.05 per piece N/A
Cost to fold, insert, seal and N/A Up to 4 inserts:
meter Water Bills: $0.08 per piece
Additional inserts:
$0.085 per piece/sheet
Pre-sort Charges, if $0.00 per piece $0.00 per piece
applicable:
First Class Postage
(excluding any fees):
Up to 1 ounce: $0.50 per piece $0.477 per piece
1—2 ounces: $0.65 per piece $0.477 per piece
Over 2 ounces: $0.80 per piece $0.477 per piece
c-i
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Tuesday, November 17, 2020 10:56 AM
To: Rachelle Arellano
Subject: RE: Steve's Review Folder - November 17, 2020
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Rachelle, I have reviewed and approve as to form the PSA for outside mail services with Urmila Periasamy. You may use
my stamped signature for this purpose.
Thanks.
Steve
Stephen Deitsch
Partner
stephen.deitsch@bbklaw.com
T:(909)483-6642 C: (951)662-9343
www.BBKiaw.com C7 --
Stay at home and public health orders issued in multiple counties across the U.S. require our office: io b
physically closed, Because all staff are working remotely, all documents (including correspondence,
pleadings, and discovery) will be served via e-mail until further notice. Because we may not receive regular
mail or other deliveries during this period of time, plecsecopies of any?n ng 11.r<11 ce'nne°by rL guk r
or delivery. Send all e-served documents in your case to the e-mail addresses for any Best Best& Krieger LLP
attorney who has appeared in your case, or who has communicated with you by e-mail on your matter,
From: Rachelle Arellano [mailto:rarellano@arcadiaca.gov]
Sent: Tuesday, November 17, 2020 8:53 AM
To: Stephen Deitsch
Cc: City Attorney
Subject: Steve's Review Folder - November 17, 2020
CAUTION - EXTERNAL SENDER.
Hi Steve,
Attached for your review is a zip folder containing the following items:
1. Covenant— 1219 S. First St.
2. Covenant — 2301 Sewanee Lane
3. PSA— Outside Mail Services
4. PSA— Urban Water Management Plan Update
1