HomeMy WebLinkAboutC-2552AMENDMENT NO. CONSULTING SERVICES
BY AND BETWEEN THE CITY OF ARCADIA AND BEATRICE PICON,
SOLE PROPRIETOR k (A k-4
This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California, and Beatrice Picon, a Sole Proprietor with respect to that certain
Professional Services Agreement between the parties dated July 29, 2010
( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Agreement, the term is hereby extended to June
30, 2013 and is the final year of a three (3) year agreement.
2. Pursuant to Section 3.3.1 of the Agreement, the total compensation is hereby
reduced by $4,298 for a new total compensation of $26,292, as referenced in the
attached amended Exhibit "C ".
3. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 3 on the date set
forth below.
CITY OF ARCADIA
By:
ominic Lazz o
City Manager
Dated: 2012
APPROVED AS TO FORM:
Stephen Deitsch, City Attorney
CONSULTANT
By: f,
Beatrice Pi
Sole Proprietor
CONCUR:
J1
s dl<ruc)COberg,
Assistant City Manager/
Development Services Director
Exhibit
COMPENSATION
•
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Total compensation is not to exceed $26,292 during the term of the agreement based
on the completion of 12 rehabilitation projects at a per project rate of $2,191. Hourly
billing rate is established at $60 and office hours shall not exceed 9 hours per work
week. There are no reimbursable amounts as part of this agreement.
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This Amendment No. 2 ("Amendment No. 2") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California, and Beatrice Picon, a Sole Proprietor with respect to that certain
Professional Services Agreement between the parties dated July 29, 2010
("Agreement").
The parties agree as follows:
1. Pursuant to Section 3.3.1 of the Agreement, the total compensation is hereby
increased by $1,800 for a new total compensation of $32,390.
2. 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
By:
Dominic Lazza6Ekt6
City Manager
Dated - �LnA. ti 2012
ATT T:
City Pf rk
APPROVED AS TO FORM:
40�
Stephen Deitsch, City Attorney
L *J, �A
. kj
By:
Beatrice icon-.,
Sole Proprietor
CONCUR:
"
%Jason 'kruckeber 91
Assistant City Manage jl
Development Services Director
LA
/10 v. f,1-0
AMENDMENT NO. 1 TO AGREEMENT FOR CONSULTING SERVICES 6'2552 —
BY AND BETWEEN THE CITY OF ARCADIA AND BEATRICE PICON,
SOLE PROPRIETOR
This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California, and Beatrice Picon, a Sole Proprietor with respect to that certain
Professional Services Agreement between the parties dated July 29, 2010
( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Agreement, the term is hereby extended to June
30, 2012.
2. Pursuant to Section 3.3.1 of the Agreement, the total compensation is hereby
reduced by $19,810.00 for a new total compensation of $30,590.00, as
referenced in the attached amended Exhibit "C ".
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 ARCADIA
By:
Donald Penman, City Manager
Dated: nL 1) , 2011
ATT T:
Gs� . L;
Ci Clerk
APPROVED AS TO FORM:
6f�
Steph n Deitsch, City Attorney
CONSULTANT
By: iKA4�� i `��
Beatric icon, Ojle Proprietor
CONCUR:
Jason Kruckeberg,
Assistant City Manager/
Development Services Director
Exhibit "C"
COMPENSATION
AMENDMENT NO. 1
Total compensation is not to exceed $30,590 during the term of the Agreement based
on the completion of 13 rehabilitation projects at a per project rate of $2,353. Hourly
billing rate is established at $60. There are no reimbursable amounts as part of this
Agreement.
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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
ADMINISTRATION OF THE CDBG HOUSING REHABILITATION PROGRAM
1. PARTIES AND DATE.
This Agreement is made and entered into this � lay of J—UA11,
2010 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 Beatrice Picon, Sole
Proprietorship with its principal place of business at 391 Y2 Baldwin Avenue, Sierra
Madre, CA 91024 ( "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 Housing
Rehabilitation 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 Housing
Rehabilitation Program 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 Housing
Rehabilitation 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.
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• 1°
3.1.2 Term. The term of this Agreement shall be from July 20, 2010 to
June 30, 2011, 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 prior written 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 prior 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: Beatrice
Picon.
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3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his 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 Beatrice
Picon, 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. 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
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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.
3.2.9.1 Immigration Reform and Control Act. Consultani
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 agents, 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
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, employees,
agents and volunteers 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
Revised 9/08 LM
underground, products and completed operations; (2) Automobile Liability: [Intentionally
Omitted] 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: [Intentionally Omitted] Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
City, its directors, officials, officers, employees, agents and volunteers 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
$1,000,000. 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. [Intentionally Omitted] $1,000,000 combined single limit per
accident for bodily injury and property damage; and (3) Workers' Compensation and
Employer's Liability.- [Intentionally Omitted] 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 Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3)
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:
(A) General Liabilitv. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers 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, employees 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 and volunteers shall be excess of the Consultant's insurance and shall not be
called upon to contribute with it in any way.
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(B) Automobile Liability. [Intentionally Omitted] 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 Liability
Coverage. [Intentionally Omitted] 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, 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
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.
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, admitted or approved to do
business in California, and satisfactory to the City.
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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 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.
3.2.10.10 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
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 FIFTY
THOUSAND FOUR HUNDRED DOLLARS AND ZERO CENTS ($50,400) without written
approval of the City Manager. 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.
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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.
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.
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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:
Beatrice Picon
391 Y2 Baldwin Avenue
Sierra Madre, CA 91024
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg
Assistant City Manager /Development 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 Property.
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.
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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, 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 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, 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 arising from Consultant's performance of the
Services, the Project or this Agreement; except to the extent that liability is caused by any
negligence or willful misconduct by the City or its directors, officials, officers, employees,
agents or volunteers. 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 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
Revised 9/08 LM
10
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 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 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.
3.5.12 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.
3.5.13 Amendment: Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 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.
Revised 9/08 LM
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 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.
3.5.17 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.
3.5.18 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,
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.
3.5.19 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.
3.5.20 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.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
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12
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
In
Donald Penman
City Manager
Dated: (a 9 , 2010
ATTEST:
/0� w J
City lerk
APPROVED AS TO FORM:
BEATRICE PICON
By: LL
[Name] U 1 5
1/MC7W4o_r
[Title]
Stephen P. Deitsch r
City Attorney
Revised 9/08 LM
13
CONCUR:
Jason Kruckeberg
Assistant City Man
Development Sery
r/
Director
l
EXHIBIT "A"
SCOPE OF SERVICES
The specific scope of services will include:
Processing of Applications
• Eligibility Determination
• Bid Processing (coordination, bid acceptance, licensing, and insurance)
• Prepare Grant Documents and process grant closing
• Preparation of Environmental Form (NEPA)
• Handle program inquiries /questions from Arcadia residents, contractors
and the general public
ii. Managing the Rehabilitation Work
• Property Inspection and Work Specifications
• Work Write -up and itemized cost estimate
• Photos and submissions to State Historic Preservation Office (if needed)
• Construction Management (inspections, progress payments, lien releases)
• Monitor lead - based paint and asbestos risk assessment inspection and
clearance
• Fund Disbursement
• Completion Documentation
iii. Miscellaneous Services
• Input information on LA CDC website at each phase of project
• Fund disbursement within two weeks of completion of each project
• Notice of Completion (filed with the County Recorder's Office)
• Accounting for disbursements to justify additional deposits
• Providing quarterly reports of accomplishments
• Recordkeeping and maintenance of files
• Related services as needed.
iv. Provide progress updates to staff frequently in addition to maintaining "Monthly
Progress Reports" showing the different phases of projects that must be
submitted with monthly billing /invoice.
v. Consultant will maintain regular office hours as agreed to between staff and
consultant; be available as needed for meetings outside of office hours.
SDPUB \SAKINS1744624.2
A -1
Exhibit "B"
SCHEDULE OF SERVICES
Services will be provided from July 21, 2010 through June 30, 2011 with the option of
two (2) one (1) year renewals at the end of the term.
S DPUB \SAKINS \744624.2
B-1
Exhibit "C"
COMPENSATION
Total compensation is not to exceed $50,400 during the term of the agreement based
on the completion of 23 rehabilitation projects at a per project rate of $2,191. Hourly
billing rate is established at $60. There are no reimbursable amounts as part of this
agreement.
SDPUB \SAKINS \744624.2
C -1