HomeMy Public PortalAboutAgreement_2015-05-04_Bartel AssociatesMay 4, 2015
9701 Las Tunas Drive •Temple City •California 91780 • 626-285-2171
Bartel Associates, LLC.
Attn: John Bartel
411 Borel Avenue, Suite 101
San Mateo, CA 94402
Dear Mr. Bartel:
The City Council, at their regular meeting held on April 7, 2015, approved the Agreement for
Services with Batel Associates, I.I.C. Enclosed you will find a fully executed agreement for your
record.
Should you have any
questions,
please
do not
hesitate to call Tracey Hause, Administrative
Services Director, at
(626) 285-2171
A
4205.
Sincerely,
Peggy Kuo
City Clerk
Enclosure
AGREEMENT COVER SHEET
Type of Contract
IConsultant Services Professional Services Public Works Other:
Meeting Date of Approval (Only If Applicable)
Apma, 73 2015
Date
Contact Information
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Phone Number:
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Scope (Type of Project)
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Term of Contract
Beginning Date Contract Completion Date
Contract Reviewed By
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Administrative Services Director Other:
Insurance
❑ Additional Insured Endorsement Cancellation Provision General/Auto/Workman Comp.
Expiration Date: Notes:
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Date
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
BARTEL ASSOCIATES, LLC
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
BARTEL ASSOCIATES, LLC
This Agreement for Services ("Agreement") is entered into as of this day of
April, 2015 by and between the City of Temple City, a municipal corporation ( City") and
Bartel Associates, LLC ("Service Provider"). City and Service Provider are sometimes
hereinafter individually referred to as "Party" and hereinafter collectively referred to as
the "Parties."
RECITALS
A. City has sought, by direct negotiation the performance of the services
defined and described particularly in Section 2 of this Agreement.
B. Service Provider, following submission of a GASB 45 Other Post
Retirement Benefits (OPEB) Actuarial Valuation Fee Estimate and Data Request for the
performance of the services defined and described particularly in Section 2 of this
Agreement, was selected by the City to perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to
enter into this Services Agreement and the City Manager has authority to execute this
Agreement.
D. The Parties desire to formalize the selection of Service Provider for
performance of those services defined and described particularly in Section 2 of this
Agreement and desire that the terms of that performance be as particularly defined and
described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants
made by the Parties and contained here and other consideration, the value and
adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this
Agreement, the Term of this Agreement is for four (4) months commencing on the date
first ascribed above.
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SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set
forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services') and made a part of
this Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Service Provider shall be deemed to be in Default of this Agreement.
The City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Service Provider to continue performing the
Services.
SECTION 3. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection
with its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment' of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay
Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part
of this Agreement by this reference. The total compensation, including reimbursement
for actual expenses, shall not exceed Nine Thousand Five Hundred dollars ($9,500),
unless additional compensation is approved in writing in accordance with Section 26
"Administration and Implementation" or Section 28 "Amendment' of this Agreement..
(b) Each month Serv
ice Provider shall furnish to City an original invoice for all
work performed and expenses incurred during V month. The invoice shall
detail charges by the following categories: labor (by sub -category), travel, materials,
equipment, supplies, and sub -Service Provider contracts. Sub -Service Provider
charges shall be detailed by the following categories: labor, travel, materials, equipment
and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include
payment of labor on an hourly basis (as opposed to labor and materials being paid as a
lump sum), the labor category in each invoice shall include detailed descriptions of task
performed and the amount of time incurred for or allocated to that task. City shall
independently review each invoice submitted by the Service Provider to determine
whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed,
the invoice shall be approved and paid according to the terms set forth in subsection
(c). In the event any charges or expenses are disputed by City, the original invoice
shall be returned by City to Service Provider for correction and resubmission.
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(c) Except as to any charges for work performed or expenses incurred by
Service Provider which are disputed by City, City will use its best efforts to cause
Service Provider to be paid within forty-five (45) days of receipt of Service Provider's
correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this
Agreement shall not be deemed to waive any defects in work performed by Service
Provider.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally
accept Service Provider's work within sixty (60) days after submitted to City. City shall
reject work by a timely written explanation, otherwise Service Provider's work shall be
deemed to have been accepted. City's acceptance shall be conclusive as to such work
except with respect to latent defects, fraud and such gross mistakes as amount to
fraud. Acceptance of any of Service Provider's work by City shall not constitute a
waiver of any of the provisions of this Agreement including, but not limited to, Section
16 "Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement shall become the sole property of City and may be used, reused or
otherwise disposed of by City without the permission of the Service Provider. Upon
completion, expiration or termination of this Agreement, Service Provider shall turn over
to City all such original maps, models, designs, drawings, photographs, studies,
surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this
Agreement any maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files or other documents prepared, developed or
discovered by Service Provider in the course of providing the Services pursuant to this
Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of
Performance' of this Agreement shall not extend to such use of the maps, models,
designs, drawings, photographs, studies, surveys, reports, data, notes, computer files,
files or other documents.
SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records
demonstrating or relating to Service Provider's performance of the Services. Service
Provider shall maintain any and all ledgers, books of account, invoices, vouchers,
canceled checks, or other documents or records evidencing or relating to work,
services, expenditures and disbursements charged to City pursuant to this Agreement.
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Any and all such documents or records shall be maintained in accordance with
generally accepted accounting principles and shall be sufficiently complete and detailed
so as to permit an accurate evaluation of the services provided by Service Provider
pursuant to this Agreement. Any and all such documents or records shall be
maintained for three (3) years from the date of execution of this Agreement and to the
extent required by laws relating to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to
this section shall be made available for inspection, audit and copying, at any time during
regular business hours, upon request by City or its designated representative. Copies
of such documents or records shall be provided directly to the City for inspection, audit
and copying when it is practical to do so; otherwise, unless an alternative is mutually
agreed upon, such documents and records shall be made available at Service
Provider's address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records
required to be maintained pursuant to this section may be lost or discarded due to
dissolution or termination of Service Provider's business, City may, by written request,
require that custody of such documents or records be given to the City. Access to such
documents and records shall be granted to City, as well as to its successors -in -interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent
contractor and not an officer, employee or agent of City. Service Provider shall have no
authority to bind City in any manner, nor to incur any obligation, debt or liability of any
kind on behalf of or against City, whether by contract or otherwise, unless such
authority is expressly conferred under this Agreement or is otherwise expressly
conferred in writing by City.
(b) The personnel performing the Services under this Agreement on behalf of
Service Provider shall at all times be under Service Provider's exclusive direction and
control. Neither City, nor any elected or appointed boards, officers, officials, employees
or agents of City, shall have control over the conduct of Service Provider or any of
Service Provider's officers, employees, or agents except as set forth in this Agreement.
Service Provider shall not at any time or in any manner represent that Service Provider
or any of Service Provider's officers, employees, or agents are in any manner officials,
officers, employees or agents of City.
(c) Neither Service Provider nor any of Service Provider's off
icers,
employees or agents, shall obtain any rights to retirement, health care or any other
benefits which may otherwise accrue to City's employees. Service Provider expressly
waives any claim Service Provider may have to any such rights.
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SECTION 9. STANDARD OF PERFORMANCE.
Service Provider represents and warrants that it has the qualifications,
experience and facilities necessary to properly perform the Services required under this
Agreement in a thorough, competent and professional manner. Service Provider shall
at alltimes faithfully, competently and to the best of its ability, experience and talent,
perform all Services. In meeting its obligations under this Agreement, Service Provider
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing services similar to the Services required of Service
Provider under this Agreement. In addition to the general standards of performance set
forth this section, additional specific standards of performance and performance criteria
may be set forth in Exhibit "A" "Scope of Work' that shall also be applicable to Service
Providers work under this Agreement. Where there is a conflict between a general and
a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND
LICENSES.
Service Provider shall keep itself informed of and comply with all applicable
federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect
during the term of this Agreement. Service Provider shall obtain any and all licenses,
permits and authorizations necessary to perform the Services set forth in this
Agreement. Neither City, nor any elected or appointed boards, officers, officials,
employees or agents of City, shall be liable, at law or in equity, as a result of any failure
of Service Provider to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing
wage laws do not apply to this Agreement because the Agreement does not involve any
of the following services subject to prevailing wage rates pursuant to the California
Labor Code or regulations promulgated thereunder: Construction, alteration, demolition,
installation, or repair work performed on public buildings, facilities, streets or sewers
done under contract and paid for in whole or in part out of public funds. In this context,
"construction" includes work performed during the design and preconstruction phases
of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the
basis of race, color, religious creed, national origin, ancestry, sex, age, physical
handicap, medical condition or marital status in connection with or related to the
performance of this Agreement.
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SECTION 13. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions
of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et sea., as
amended, and in connection therewith, shall not employ unauthorized aliens as defined
therein. Should Service Provider so employ such unauthorized aliens for the
performance of the Services, and should the any liability or sanctions be imposed
against City for such use of unauthorized aliens, Service Provider hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed, together with
any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
(a) Service Provider covenants that neither it, nor any officer or principal of its
firm, has or shall acquire any interest, directly or indirectly, which would conflict in any
manner with the interests of City or which would in any way hinder Service Provider's
performance of the Services. Service Provider further covenants that in the
performance of this Agreement, no person having any such interest shall be employed
by it as an officer, employee, agent or subcontractor without the express written
consent of the City Manager. Service Provider agrees to at all times avoid conflicts of
interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
(b) City understands and acknowledges that Service Provider is, as of the
date of execution of this Agreement, independently involved in the performance of non -
related services for other governmental agencies and private parties. Service Provider
is unaware of any stated position of City relative to such projects. Any future position of
City on such projects shall not be considered a conflict of interest for purposes of this
section.
(c) City understands and acknowledges that Service Provider will, perform
non -related services for other governmental agencies and private Parties following the
completion of the Services under this Agreement. Any such future service shall not be
considered a conflict of interest for purposes of this section.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such
information is in the public domain or already known to Service Provider. Service
Provider shall not release or disclose any such information or work product to persons
or entities other than City without prior written authorization from the City Manager,
except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the City Manager or unless requested by the
City Attorney of City, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work
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performed under this Agreement. Response to a subpoena or court order shall not be
considered "voluntary" provided Service Provider gives City notice of such court order
orsubpoena.
(c) If Seryice Provider, or any officer, employee, agent or subcontractor of
Service Provider, provides any information or work product in violation of this
Agreement, then City shall have the right to reimbursement and indemnity from Service
Provider for any damages, costs and fees, including attorneys fees, caused by or
incurred as a result of Service Providers conduct.
(d) Service Provider shall promptly notify City should Service Provider , its
officers, employees, agents or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions or other discovery request, court order or subpoena from any party
regarding this Agreement and the work performed thereunder. City retains the right, but
has no obligation, to represent Service Provider or be present at any deposition,
hearing or similar proceeding. Service Provider agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests
provided by Service Provider. However, this right to review any such response does not
imply or mean the right by City to control, direct, or rewrite said response.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional. Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent
permitted by law, Service Provider shall indemnify, protect, defend and hold harmless
City and any and all of its officials, employees and agents ("Indemnified Parties") from
and against any and all liability (including liability for claims, suits, actions, arbitration
proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys fees and
costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, any negligent or
wrongful act, error or omission of Service Provider, or by any individual or entity for
which Service Provider is legally liable, including but not limited to officers, agents,
employees or sub -contractors of Service Provider, in the performance of professional
services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service
Provider shall indemnify, protect, defend and hold harmless City, and any and all of its
employees, officials and agents from and against any liability (including liability for
claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys fees and costs, court costs, interest, defense costs, and
expert witness fees), where the same arise out of, are a consequence of, or are in any
way attributable to, in whole or in part, the performance of this Agreement by Service
Provider or by any individual or entity for which Service Provider is legally liable,
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including but not limited to officers, agents, employees or sub -contractors of Service
Provider.
(c) Indemnification from Sub -Service Providers. Service Provider agrees to
obtain executed indemnity agreements with provisions identical to those set forth in this
section from each and every sub -Service Provider or any other person or entity involved
by, for, with or on behalf of Service Provider in the performance of this Agreement
naming the Indemnified Parties as additional indemnitees. In the event Service
Provider fails to obtain such indemnity obligations from others as required herein,
Service Provider agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth herein is binding on the successors,
assigns or heirs of Service Provider and shall survive the termination of this Agreement
or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this
section to the contrary, design professionals are required to defend and indemnify the
City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of
a design professional to claims, suits, actions, arbitration proceedings, administrative
proceedings, regulatory proceedings, losses, expenses or costs that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the design
professional. The term "design professional," as defined in Section 2782.8, is limited to
licensed architects, licensed landscape architects, registered professional engineers,
professional land surveyors, and the business entities that offer such services in
accordance with the applicable provisions of the California Business and Professions
Code.
(e) Citv's Negligence. The provisions of this section do not apply to claims
occurring as a result of City's sole negligence. The provisions of this section shall not
release City from liability arising from gross negligence or willful acts or omissions of
City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the
term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and
made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These requirements are subject to amendment or waiver if
so approved in writing by the City Manager. Service Provider agrees to provide City
with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expert
ise and experience of Service Provider are material considerations for
this Agreement. City has an interest in the qualifications and capability of the persons
and entities who will fulfill the duties and obligations imposed upon Service Provider
under this Agreement. In recognition of that interest, Service Provider shall not assign
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or transfer this Agreement or any portion of this Agreement or the performance of any
of Service Provider's duties or obligations under this Agreement without the prior written
consent of the City. Any attempted assignment shall be ineffective, null and void, and
shall constitute a material breach of this Agreement entitling City to any and all
remedies at law or in equity, including termination of this Agreement pursuant to
Section 20 "Termination of Agreement." City acknowledges, however, that Service
Provider, in the performance of its duties pursuant to this Agreement, may utilize
subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Providers staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff
and sub -contractors, if any, assigned to perform the Services prior to and during any
such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by
giving thirty (30) days written notice of termination to Service Provider. In the event
such notice is given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time
upon thirty (30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation
under this Agreement, then, in addition to any other remedies, either Service Provider,
or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed
and expenses incurred by Service Provider, prepared as set forth in Section 4
'Compensation and Method of Payment" of this Agreement. This final invoice shall be
reviewed and paid in the same manner as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement.
SECTION 21. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement,
the City shall not have any obligation or duty to continue compensating Service Provider
for any work performed after the date of default. Instead, the City may give notice to
Service Provider of the default and the reasons for the default. The notice shall include
the timeframe in which Service Provider may cure the default. This timeframe is
presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Service Provider is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment
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on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some
or all of the outstanding invoices during the period of default. If Service Provider does
not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to give
notice of the Service Provider's default shall not be deemed to result in a waiver of the
City's legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if
any, caused by delay in performance or failure to perform due to causes beyond the
control of Service Provider. Such causes include, but are not limited to, acts of God,
acts of the public enemy, acts of federal, state or local governments, acts of City, court
orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather.
The term and price of this Agreement shall be equitably adjusted for any delays due to
such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and
available to City as public records, and which are necessary for carrying out the
Services shall be furnished to Service Provider in every reasonable way to facilitate,
without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by telecopier or certified mail, postage
prepaid and return receipt requested, addressed as follows:
To City: City of Temple City
Attn; City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: John Bart
el
411 Borel Avenue, Suite 101
San Mateo, CA 94402
Notice shall be deemed effective on the date personally delivered or transmitted
by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the
United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
The
person or persons
executing this Agreement
on behalf
of
Service Provider
represents
and .warrants that
he/she/they has/have the
authority
to
so execute this
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Agreement and to bind Service Provider to the performance of its obligations
hereunder.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code,
SECTION 27. BINDING EFFECT.
This
Agreement
shall
be binding upon the heirs, executors, administrators,
successors
and assigns
of the
Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made
in writing and approved by the Service Provider and by the City. The City Manager
shall have the authority to approve any amendment to this Agreement if the total
compensation under this Agreement, as amended, would not exceed the City
Manager's contracting authority under the Temple City Municipal Code. All other
amendments shall be approved by the City Council, The Parties agree that the
requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant.
Waiver by any Party of any breach of the provisions of this Agreement shall not
constitute a waiver of any other provision nor a waiver of any subsequent breach or
violation of any provision of this Agreement. Acceptance by City of any work or
services by Service Provider shall not constitute a waiver of any of the provisions of this
Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the
laws of the State of California. In the event of litigation between the Parties, venue in
state trial courts shall lie exclusively in the County of Los Angeles, California. In the
event of litigation in a U.S. District Court, venue shall lie exclusively in the Central
District of California, in Los Angeles.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, the prevailing Party in such litigation or other proceeding
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shall be entitled to an award of reasonable attorney's fees, costs and expenses, in
addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire,
complete, final and exclusive expression of the Parties with respect to the matters
addressed therein and supersedes all other agreements or understandings, whether
oral or written, or entered into between Service Provider and City prior to the execution
of this Agreement. No statements, representations or other agreements, whether oral
or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be
read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Pegg Kuo
City Clerk
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CITY OF TEMPLE CITY
Bry n Cook
City Manager
APPROVED AS TO FORM
Eric S. ail
City Attorney
By: V 'x.—iL g )
To 9, RA L
Its: "Q D !✓ N rt
By:
Its:
NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
E
the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF tM,< �}N%W&'D
On �W(L 2 Z ,22015,before rr
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personally appeared V V`
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NOTARYPUBLIC - CALIFORNIA4
s ALAMEINCCOUNIY =
My Comm. Exp, Sept. 05, 2018
I11lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllltllllllllllllllillll�
Name of Signers)
who proved to me on the basis of satisfactory evidence to be the
personA whose name( is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/er/their authorized capacity(jes), and that by
his/facer/tW signature(e) on the instrument the person(s), or the
entity upon behalf of which the person(-*) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and
correct.
WITNESS my hand and official seal.
OPTIONAL
Though this section
is optional,
completing
this information can deter alternation of the document or fraudulent
reattachment of this
form to an
unintended
document.
CAPACITIES) CLAIMED BY SIGNERS)
Signer's Name:
Individual
Corporate Officer
Titles)
Partner(-*)
Attorney -In -Fact
Trustee(-*)
Guardian/Conservator
Other:
Signer is representing:
Name Of Persons) Or Entity(ies)
RN #4838-6958-3880 v3
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Limited
General
DESCRIPTION OF ATTACHED DOCUMENT
Title or Type of Document
Number Of Pages
Date Of Document
Signers) Other Than Named Above
A notary public or other
officer
completing this certificate
verifies only
the identity of the individual who
signed the document to
which
this certificate is attached,
and not the
truthfulness, accuracy, or validity
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2015, before me,
Date ame And I We Of Utticer e.g. lb Jane Doe, Notary Public")
personally appeared
Name ot bigner(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF P,ERJURY.-under,th,e laws of the
State of California that the foregoing paragraph is true and
correct:
WITNESS my hand and official seal
ignature of Notary Public
OPTIONAL
Though this section
is optional,
completing
this information can deter alternatiori of the documentor fraudulent
reattachment of this
form to an
unintended
document.
CAPACITIES) CLAIMED BY SIGNERS) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
Individual
Corporate Officer
Title(s) Title or Type of Document
Partner(s) Limited
General
OF Attorney -In -Fact Number Of Pages
Trustee(s)
Guardian/Conservator
Other:
Date Of Document
Signer is representing:
Name Of Person(s) Or Entity(les)
Signer(s) Other Than Named Above
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RIV #48 3 8-69583 8 80 v3
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EXHIBIT "X
SCOPE OF SERVICES
SEE ATTACHED
B-1
EXHIBIT "B"
COMPENSATION
The total
compensation for
the Services shall
not exceed
$9,500, as
provided in
Section
4 "Compensation
and Method
of
Payment"
of this
Agreement.
RIV #4838-6958-3880 v3
DRAFT 1/27/15
B-2
EXHIBIT A
February 17, 2015
Tracey Hause
Administrative Services Manager
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
Re: GASB 45 OPEB Actuarial Valuation Fee Estimate &Data Request
Dear Ms. Hause:
Bartel Associates would be pleased to provide actuarial consulting services to the City of Temple City.
phis letter summarizes the project scope and our fee estimate fora June 30, 2014 actuarial valuation for
the City's retiree healthcare plan.
fhe prior June 30, 2011 valuation can be used for the 2010/11, 2011/12 and 2012/13 fiscal years. The
June 30, 2014 valuation can be used for the 2013/14, 2014/15 and 2015/16 fiscal years. GASB 45
requires the City prepare a new valuation at least every 3 years. However, a new valuation is required if
there is a significant change to plan membership, benefit provisions, healthcare providers, funding policy,
or the basis of any long-term actuarial assumptions between the valuation date and the applicable fiscal
year.
Estimated Fees
We can offer the City a choice of two approaches for the actuarial valuation:
■ Full Consulting Valuation
A full consulfing valuation will include a meefing with the City to review the plan provisions, census
data, actuarial methods and assumptions, and valuation results. Our discussion outline for the meeting
will include:
1) Historical valuation results and demographic information;
2) Historical asset information including returns;
3) Gain and loss analysis with changes in the Actuarial Accrued Liability since the prior valuation;
4) 10 -year projection of the Net OPEB Obligation, ARC, Annual OPEB Cost, benefit payments;
5) Statistical comparison of City results with other Bartel Associates GASB 45 valuations;
6) Detailed participant statistics, including summary of healthcare plan and coverage elections; and
7) Summary of upcoming OPEB and CalPERS issues,
This approach provides the same scope of work as previous valuations we have prepared for the City
.
Our fee to prepare a "full consulting" valuation will be approximately $13,500. While this represents
the likely cost of the valuation, it is possible the valuation may require additional time. We understand
the City's budgeting needs and agree not to bill more than $15,500 unless the project scope changes.
Since our estimated fee only includes char
ges for time spent on the actuarial valuation, the City may want
to establish an additional consulting budget for other OPEB projects or consulting that may be needed
over the coming years until the next actuarial valuation is needed. For example, the City might include an
additional budget of 25% to 30% of our estimated fee in its contract or purchase order or with us to cover
unexpected requests. The amount of this consulting budget may be higher if the City has any
411 Borel Avenue,
Suite 101 •San
Mateo.
California 94402
main: G50/377-1600 •fax:
650/345-8057 •web:
www.bartel-associates.com
Tracey Hause
February 17, 2015 I
Page 2''�
expectations for plan changes, plan design studies, funding policy changes, cost projections, and other
day-to-day administrative, financial reporting, and consulting issues.
Please notethe above fee estimate includes sensitivity analysis showing an estimate of the PEMHCA
mplied subsidy in the valuation, and our fee quote above reflects this. If you do not wish to see this
analysis, please let us know and your valuation fees will be reduced by $2,000. However, we do believe
t is in the City's best interest to understand the magnitude of this significant change.
• The "implied subsidy" is the amount by which active employee premiums subsidize retiree
healthcare costs. This subsidy from actives to retirees occurs because active employees are, on the
whole, younger than retirees and because PEMHCA uses a blended premium for both actives and
retirees not eligible for Medicare.
• Most agencies participating in PEMHCA currently do not include an implied subsidy since
GASB 45 includes an exception from reporting the implied subsidy in disclosures for community -
rated plans. However, GASB 45 defers the determination as to whether an implied subsidy need be
calculated to the actuarial profession.
• The Actuarial Standards Board (ASB) of the American Academy of Actuaries released revised
Actuarial Standards of Practice (ASOP) No. 6, "Measuring Retiree Group Benefit Obligations" in
May 2014 requiring actuaries to calculate an implied subsidy with all retiree healthcare plan
valuations, including those for community -rated plans. All actuarial valuations dated March 31,
2015 or later must include an implied subsidy. Since your valuation is prior to this date, we are not
required to include it.
■ Compliance only Valuation
A compliance -only valuation will include a concise written report including a summary of the plan
provisions, census data, actuarial methods and assumptions, and valuation results. It will not include
tems (1) through (7) above, nor a meeting with the City.
Our fee to prepare acompliance-only valuation will not exceed $8,000. These fees do not include fees to
estimate the impact of the implied subsidy. if you want us to include the impact of the implied subsidy
fees will be higher by $1,500.
Please note that our fee
estimates assume:
■ We will bill the City at the following hourly rates:
Partner $250-$300
Assistant Vice President $200- $225
Associate Actuary $150
Actuarial Analyst $125
Administrative Support $75
■ The City has made no changes to its retiree healthcare plan or healthcare providers since the last
actuarial valuation as of June 30, 2011. (Please review the benefit summary from our last valuation
results outline and let us know of any changes.)
■ Participant census data requested will be provided completely and accurately in an Excel spreadsheet
with one record per participant.
■ All plan, financial, and census information requested will be provided and is internally consistent.
■ Costs and liabilities will be provided using one funding method and one set of assumptions including a
discount rate based on the portion of liability covered by trust assets and the City's contribution
policy.
411 Borel Avenue,
Suile 101 •San
Mateo,
California 9aa02
mam: 6 5 013 7 7-1G00 •fax:650/345-8057
•web:
www.partel-associates.com
Tracey Hause
February 17, 2015
Page 3
■ We will calculate the Actuarial Value of Assets and estimate the components of the Actuarial Accrued
Liability gain or loss since the last actuarial valuation.
■ GASB 45 costs and liabilities will be presented for the plan as a whole with no breakdowns for
employee groups.
■ For the full consulting valuation we will have one meeting with the City to review the valuation results
and will provide a preliminary valuation results discussion outline for the meeting. The discussion
outline will summarize the plan provisions, census data, actuarial methods and assumptions, and the
valuation results. For the compliance only valuation, we have not included fees for a meeting and
results will be provided in a written report.
■ There will be no additional charges for expenses (e.g., travel, telephone, copying, etc.). The hourly
rates listed above include our costs for these items.
■ We will invoice the City monthly based on time incurred, subject to the above maximum fees.
Please note that our fee estimate will be higher if:
■ Results are needed for additional assumptions, funding methods, contribution policies, or alternative
plan designs.
■ Results are needed for any changes in GASB's OPEB accounting rules. GASB is currently working
on revisions to GASB Statements Nos. 43 and 45 and anticipates issuing a final statement by
June 2015. We anticipate that the new standard will be effective for the City's 2017/18 fiscal year so
it will not likely affect the June 30, 2014 valuation.
■ The City requests additional meetings. We will base our fee for additional meetings on our billing
rates, the time needed for the meeting, any additional presentation material needed, preparation time,
and travel time.
■ The City requests a formal valuation report, an executive summary, or a draft financial statement
footnote. We estimate that our fees would be $2,000 for a formal valuation report, $1,500 for an
executive summary, and $1,000 for a draft financial statement footnote.
Data Requirements
In order for us to begin the GASB 45 valuation, please provide:
■ Written summary of the City's retiree healthcare plan provisions, including a description of the City's
contributions for active and retired employees if they have changed since the .lune 30, 2011 actuarial
valuation. This summary will be used as the basis of retiree healthcare benefits provided by the City
for the June 30, 2014 actuarial valuation.
■ Copies of the most recent MOUS for bargained employee groups and agreements for unrepresented
groups if not available on the City's website.
■ Total City pay-as-you-go costs for retiree healthcare benefits for 2011/12, 2012/13 and 2013/14.
Please provide the pay-as-you-go costs separately for medical, dental and vision.
■ The City's most current CalPERS PEMHCA resolution(s).
■ The City's June 30, 2014 CaIPERS health premium invoice, including a list of the City's contribution
for each employee and retiree.
■ PARS plan asset information:
• PARS trust statements showing a reconciliation of the market value of assets between trust start
date and June 30, 2014, including contributions, benefit payments, and expenses.
• investment allocation on June 30, 2014 in broad asset classes (equity, fixed income, cash, etc.).
• Investment policy, including target asset allocation and asset class investment ranges.
411 Borel Avenue,
Suite 101 •San
Mateo,
California 94402
main: 650/377-1600 •fax:
650/345-8057 •web:
www.bartel-associates,com
Tracey Hause
February 17, 2015
Page 4
■ Any anticipated changes to Che current funding policy.
■ CalPERS pension plan tiers and their effective dates.
■ Active and retired participant data as of the June 30, 2014 valuation date in an Excel workbook format.
Active and retired participant information can be provided on separate worksheets.
• Active Data - name, employee number (not Social Security number), gender, birth date, hire date,
healthcare plan (medical, dental, vision), single/2-party/family coverage (medical, dental, vision),
CaIPERS pension plan tier (e.g. 2.5%@55, 2%@62, etc.), total CalPERS service including service
at other agencies (if available), bargaining or employee group, and annualized PERSable
compensation. Indicate the pay period for the compensation reported. Include any active
employees who have waived healthcare coverage.
We request PERSable payroll so that the ARC as a percentage of payroll will be comparable to that
provided by CalPERS for the pension plan. The City can provide a different amount for payroll,
such as base pay, if more convenient, but the ARC as a percentage of payroll may then not be on
the same basis as presented for the CalPERS pension plan.
• Retiree Data- name, employee number (not Social Security number), gender, birth date, hire date,
retirement type (service retirement, disability retirement, surviving spouse), retirement date,
healthcare plan (medical, dental, vision), single/2-party/family coverage (medical, dental, vision),
bargaining or employee group, spouse's birth date (if available), portion of premium paid by the
City (medical, dental, vision), and portion of premium paid by the retiree (medical, dental, vision),
Include any retirees or surviving spouses of retirees who have waived coverage.
• The City can request a copy of its June 30, 2014 CalPERS PEMHCA database by downloading and
submitting the CalPERS "GASB 45 Data Extract Request and Non -Disclosure Agreement" and the
"GASB 45 Data Extract Receiving Party Sending Electronic Information Agreement" from the
CalPERS website. This data extract may be helpful to the City in assembling the requested
employee census information, including retirees who waived coverage. If the City wants us to use
the CalPERS data extract for the valuation, it should (1) add PERSable compensation and CalPERS
pension plan tier to each active record, (2) add bargaining unit or employee group to each active
and retiree record if results are needed by employee group, (3) add dental and vision information
(medical plan, coverage, portions of premium paid by City and retiree) to each active and retiree
record, (4) remove any retirees who are not eligible to participate in the City's retiree healthcare
plan, for example, if they did not retire directly from the City, and (5) make any additions,
deletions, or changes necessary to make the file current as of the valuation date.
• In lieu of individual PERSable compensation, the City can provide the current average PERS pay
rate for employees and for each bargaining unit or employee group if results are needed by
employee group. Indicate the pay period for the compensation reported.
• In order to maintain confidentiality, please do not provide Social Security numbers on any of the
information provided. We will delete any files that include Social Security numbers and request
revised files.
■ We may need additional data depending on our review of the City's retiree healthcare plan design.
Timing
Normally, we will need 4 to 6 weeks to complete the valuation after we receive all the requested
information and the City replies to any questions we may have after our initial review of the data
provided. The City should therefore provide the requested data early enough so we can complete the
valuation in time to meet any needs the City may have for the valuation results.
411 t3orel Avenue,
Suite 101 •San
Mateo,
California 94402
main 656(377-1660 •fax.
656/345-8657 •web:
www.6artel-associates.com
Tracey Hause
February 17, 2015
Page 5 7
We look forward to continue working with you and the City. Please call me (650-377-1601) or Deanna
/an Valer (650-377-1612) with any questions regarding this letter.
Sincerely,
John E. Bartel
President
c: Deanna Van Valer, Bartel Associates, LLC
\\bartcafsd l\bartel_assooiates\clients\city of temple city\proposels\2014\ba templeei IS -02-17 opeb X30.14 gasb 45 fee letfer.doc
411 Borel Avenue,
Suite 101 •San
Maleo,
California 04402
main: 6501377-1600 •fax:6
501345-8057 •web:
www.bartel-associales.com
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Service Provider shall provide and maintain
insurance, acceptable to the City, in full force and effect throughout the term of this
Agreement, against claims for injuries to persons or damages to property which may
arise from or in connection with the performance of the Services by Service Provider, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than ANIL
Service Provider shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shalt be at least as broad
as:
(1) Commercial General Liabilitv. Insurance Services Office
form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability, including code 1 "for non -owned and
hired autos" and endorsement CA 0025, or equivalent forms subject to the written
approval of the City.
(3) Workers' Compensation.. Workers' Compensation insurance
as required by the Labor Code of State of California covering all persons providing
Services on behalf of the Service Provider and all risks to such persons under this
Agreement.
(4) Professional Liabilitv. Professional liability insurance
appropriate to the Service Provider's profession. This coverage may be written on a
"claims made" basis, and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be
applicable to claims based upon, arising out of or related to Services performed under
this Agreement. The insurance must be maintained for at least three (3) consecutive
years following the completion of Service Provider's services or the termination of this
Agreement. During this additional three (3) year period, Service Provider shall annually
and upon request of the City submit written evidence of this continuous coverage.
2. Minimum Limits of Insurance. Serv
ice Provider shall maintain limits
of insurance no less than:
(1) Commercial General Liabilitv. $1,000,000 general
aggregate for bodily injury, personal injury and property damage.
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(2) Automobile. $1,000,000 per accident for bodily injury and
property damage. A combined single limit policy with aggregate limits in an amount of
not less than $2,000,000 shall be considered equivalent to the said required minimum
limits set forth above.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence.
(4) Professional Liabilitv. $1,000,000 per occurrence.
B. Other Provisions. Insurance policies required by this Agreement shall
contain the following provisions:
1. All Policies. Each insurance policy required by this Agreement
shall be endorsed and state the coverage shall not be suspended, voided, cancelled by
the insurer or either Party to this Agreement, reduced in coverage or in limits except
after 30 days' prior written notice by certified mail, return receipt requested, has been
given to City.
2. Commercial General Liabilitv and Automobile Liabilitv Coverages.
(1) City, and its respective elected and appointed officers,
officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities Service Provider performs; products and
completed operations of Service Provider; premises owned, occupied or used by
Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider.
The coverage shall contain no special limitations on the scope of protection afforded to
City, and their respective elected and appointed officers, officials, or employees.
(2) Service Provider's insurance coverage shall be primary
insurance with respect to City, and its respective elected and appointed, its officers,
officials, employees and volunteers. Any insurance or self-insurance maintained by
City, and its respective elected and appointed officers, officials, employees or
volunteers, shall apply in excess of, and not contribute with, Service Provider's
insurance.
(3) Service Provider's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
(4) Any failure to comply with the report
RN #4838-6958-3880 0
ing
or other provisions of
the insurance policies,
including breaches of
warranties, shall
not affect coverage
DRAFT 1/27/15
C-2
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager
otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation
against City, and its respective elected and appointed officers, officials, employees and
agents for losses arising from work performed by Service Provider.
C. Other Requirements. Service Provider agrees to deposit with City, at or
before the effective date of this Agreement, certificates of insurance necessary to
satisfy City that the insurance provisions of this contract have been complied with. The
City may require that Service Provider furnish City with copies of original endorsements
effecting coverage required by this Exhibit "C". The certificates and endorsements are
to be signed by a person authorized by that insurer to bind coverage on its behalf. City
reserves the right to inspect complete, certified copies of all required insurance policies,
at any time.
1.
Service
Provider
shall furnish certificates and endorsements from
each
subcontractor
identical
to those
Service Provider provides.
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At the option of City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City or its respective elected or
appointed officers, officials, employees and volunteers or the Service Provider shall
procure a bond guaranteeing payment of losses and related investigations, claim
administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall
nOL be construed to limit Service Provider s liability hereunder nor to fulfill the
indemnification provisions and requirements of this Agreement.
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C-3