CONTRACT 5840 Professional Services Agreement CLOSEDAgreement No. 5840
AGREEMENT FOR
PROFESSIONAL SERVICES
BETWEEN THE CITY OF EL SEGUNDO AND
MOORE IACOFANO GOLTSMAN, INC.
This AGREEMENT is entered into this 18th day of December, 2019, by and
between the CITY OF EL SEGUNDO, a general law city and municipal corporation
("CITY") and MOORE IACOFANO GOLTSMAN, INC. (DBA MIG, INC.), a California
Corporation ("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT for
CONSULTANT's services. CONSULTANT a sum not to exceed five
thousand dollars ($5,000.00) for CONSULTANT'S services. CITY may
modify this amount as set forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the
attached Exhibit 'A" which is incorporated by reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit A, which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement,
CONSULTANT will use the appropriate generally accepted professional standards of
practice existing at the time of performance utilized by persons engaged in providing
similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify
CONSULTANT of any deficiencies and CONSULTANT will have 15 days after such
notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing
the deficiencies will be borne by CONSULTANT.
Agreement No. 5840
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
A) the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date
5. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a
public official subject to the Political Reform Act of 1974 for purposes of this Agreement.
CONSULTANT agrees and warrants that it has no financial interests which may be
materially affected by the project(s) for which it is performing services. Such financial
interests may include, without limitation, interests in business entities, real property, or
sources of income exceeding $500 received within the past year. CONSULTANT further
warrants that, before executing this Agreement, it reviewed the Political Reform Act of
1974 and the Fair Political Practices Commission regulations, including, without limitation,
Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order
to determine whether any conflict of interest would require CONSULTANT to refrain from
performing the services or in any way attempting to use its official position to influence
the governmental decisions underlying the subject project(s).
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
KEY PERSONNEL.
CONSULTANT's key personnel assigned to perform work under this Agreement
and their level of responsibility are as follows but is not limited to:
Laura Stetson, Diana Gonzalez, and Genevieve Sharrow.
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8. TERM. The term of this Agreement will start on the Effective Date and end on
December 31, 2019. Unless otherwise determined by written amendment between the
parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit A;
B. Termination as stated in Section 15.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
1. CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work
written authorization to proceed,
CONSULTANT's own risk.
on any phase in advance of receiving
any such professional services are at
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Scope of Work and Budget
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
a Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or
condition contained in this Agreement will not be deemed to be a waiver of any
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subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B� CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of
service under this Agreement, no copies, sketches, or graphs of materials, including
graphic artwork, prepared pursuant to this Agreement, will be released by CONSULTANT
to any other person or public CITY without CITY's prior written approval. All press
releases, including graphic display information to be published in newspapers or
magazines, will be approved and distributed solely by CITY, unless otherwise provided
by written agreement between the parties.
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18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this
Agreement, except for such loss or damage arising from CITY's sole
negligence or willful misconduct.
Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify CITY for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
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service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least 3 years after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance
times this Agreement is effective,
the following types of insuranc(
minimum, with the limits set forth
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
: under this Agreement, and at all other
CONSULTANT will procure and maintain
with coverage limits complying, at a
below:
Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements
of the most recent ISO -CGL Form. The amount of insurance set forth above
will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance
will be deemed "primary" such that any other insurance that may be carried
by CITY will be excess thereto. Such endorsement must be reflected on
ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be
on an "occurrence," not a "claims made," basis and will not be cancelable
or subject to reduction except upon 30 days prior written notice to CITY.
C, Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of 3 years after this Agreement expires
or is terminated. Such insurance will have the same coverage and limits as
the policy that was in effect during the term of this Agreement and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
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omissions of CONSULTANT, or its officers, employees or agents during the
time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 05.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any sub -consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
CITY:
EI Segundo Planning & Building Safety Dept
350 Main Street
EI Segundo, CA 90245-3813
Attention: Gregg McClain, Planning Manager
Phone: 310-524-2393
gmcclain@elsegundo.org
CONSULTANT:
MIG, Inc.
537 S. Raymond Ave.
Pasadena, CA 91105
Attention: Laura Stetson
Phone: 626-744-9872
Istetson@migcom.com
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
25. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
26. SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor
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has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
27. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
28. INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
29. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal,
state, and local laws applicable to this Agreement.
30. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
31. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
32. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
33. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute
this Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
34. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (pdf) or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
35. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
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Agreement No. 5840
36. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
37. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
38. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO MIG, INC.
regg McClain,
Planning Manager
ATTEST:
Tracy Weaver„
City Clerk
APPROVED AS TO FORM;,
U'p
Mark D. Hensley,
City Attorney
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Agreement No. 5840
Exhibit: A
Scope of Work & Budget
December 5, 2019
Gregg McClain, Planning Manager
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Subject: Proposal for SB2 Grant Assistance
Dear Gregg:
Agreement No. 5840
Thank you for calling upon MIG to assist the City of EI Segundo with prepartion of an SB2 Planning
Grant Program (PGP) application to the State Department of Housing and Community Development.
The PGP was esablished to provide cities with the opportunity to obtain grant funds that will
streamline housing approvals and accelerate housing production. This proposal describes the tasks we
will undertake to help EI Segundo prepare a grant application prior to the December 20, 2019
deadline.
Scope of Services
The City of EI Segundo is eligible for up to $160,000 if the City:
■ Has an HCD-compliant housing element;
■ Has submitted a recent Annual Progress report;
■ Can demonstrate a nexus to accelerating housing production; and
■ Can demonstrate that the application is consistent with State Planning Priorities (Code
65041.1) and other planning priorities.
Task 1. Grant Application
MIG will prepare the grant application to request funding for the following Planning Division work
programs beginning once the grant has been awarded and concluding prior to June 2020:
1) Preparing a density bonus ordinance that meets current State law
2) Preparing an ordinance to address single -room occupancyy (SRO) developments
3) Preparing an ordinance to address transitional and supportive housing
4) Conducting public workshops and attending public hearings regarding items 1-3
5) In anticipation of the upcoming housing element update, undertaking a comprehensive sites
inventory analysis and diagnosis of zoning regulations to identify where and housing can be
accommodated to achieve the City Regional Housing Needs Assessment (RHNA) for the sixth
cycle housing element. This program may include a public workshop.
PLANNING I DESIGN I COMMUNICATIONS � MANAGE E N T' SCIENCEI TECHNOLOGY
Agreement No. 5840
Task 2. Resolution
We wil prepare a draft City Council resolution, as required by the PGP application, identifying the
City's reasons for pursuing grant funding.
Task 3. Supportive Tasks
MIG will also:
■ Provide cost estimates for each work program item.
■ Submit all grant materials for City review and comment and revise all materials based upon
City comments.
■ Conduct telephone meetings, as needed, to complete the application in a timely fashion. MIG
understands that this effort will be collaborative.
The City will:
■ Provide data and information as requested by MIG for the application needed.
■ Adopt and provide athe supporting resolution for application inclusion.
■ Provide an executed Government Agency Taxpayer ID Form for application .
■ Review and provide comments/edits to draft application.
■ Submit the application to the State of California.
Budget
We propose to work on a time -and -materials basis not to exceed $5,000. The following hourly billing
rates apply:
Laura Stetson - $225
Diana Gonzalez - $150
Genevieve Sharrow - $160
Administration - $85
If these terms are acceptable to the City, please issue a written Notice to Proceed while contract
arrangements are underway. We will initiate work immediately upon receiving such notification.
Sincerely,
Laura R. Stetson, AICP
Principal
MIG, Inc. 2