CONTRACT 5954 Professional Services Agreement CLOSEDAgreement No. 5954
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO AND
TINA GALL
This AGREEMENT is entered into and takes effect this 15th day of July, 2020, by
and between the CITY OF EL SEGUNDO, a general law city and municipal corporation
("CITY") and Tina Gall, an individual ("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in
the SCOPE OF WORK, 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 twenty-five
thousand dollars ($25,000.00) for CONSULTANT's services as outlined in the
Scope of Work in Exhibit A, attached herein. 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 attached herein.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit A, which is
incorporated herein.
B. CONSULTANT will, using a standard of care equal to, or greater than, the
degree of skill and diligence ordinarily used by reputable professionals, with a
level of experience and training similar to CONSULTANT, performing under
circumstances similar to those required by this Agreement, furnish labor,
technical, administrative, professional and other personnel, vehicles,
transportation, and all tests, testing and analyses, calculation, and all other
means whatsoever, except as herein otherwise expressly specified to be
furnished by CITY as specified in Exhibit A, Scope of Services, necessary or
proper to perform and complete the work and provide the professional
services required of CONSULTANT by this Agreement.
3. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY that lists the tasks
performed, the number of hours to complete the task during the billing period,
and the total cumulative amount due for each completed task.
4. POLITICAL REFORM ACT. CONSULTANT agrees that CONSULTANT will be
considered a public official subject to the Political Reform Act of 1974 for
purposes of this Agreement. CONSULTANT agrees and warrants that
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CONSULTANT has no financial interests which may be materially affected by the
project(s) for which CONSULTANT 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 CONSULTANT's official
position to influence the governmental decisions underlying the subject
project(s).
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT represents that CONSULTANT
has
Thoroughly investigated and considered the scope of services to be
performed;
ii. 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 represents 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.
6. KEY PERSONNEL. CITY understands and agrees that CONSULTANT may
subcontract out some of the work described in this Agreement to a sub -
consultant. In the event CITY objects to the continued involvement with this
Agreement by any other person selected by CONSULTANT to perform services
under this Agreement, CONSULTANT agrees that it will replace such persons
with individuals that are agreed to by CITY.
7. TERM. The term of this Agreement will be from the beginning date of this
Agreement until June 30, 2021. 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;
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B. Termination as stated in Section 14
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required by this
Agreement; and
2. CITY gives CONSULTANT a written Notice to Proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of
the contracted services. If delay occurs, CONSULTANT must notify CITY within
48 hours, in writing, of the cause and the extent of the delay and how such delay
interferes with the Agreement's schedule. CITY may, but is not required to,
extend the completion time, when appropriate, for the completion of the
contracted services.
10. 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.
11. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
a Taxpayer Identification Number.
12. 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.
13. 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 subsequent breach of the same or any other
term, covenant, or condition contained in this Agreement, whether of the same or
different character.
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14. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause. Notice of termination will be in writing.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty days before the effective
termination date.
C. 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
rendered in accordance with the terms and conditions of this agreement up to
the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
D, Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
E. 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 art work, prepared pursuant to this Agreement, will be released
by CONSULTANT to any other person or 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.
18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save harmless
and indemnify, including, without limitation, CITY's defense costs (including
reasonable attorney's fees), from and against any and all suits, actions, or
claims, of any character whatever, brought for, or on account of, any injuries
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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, reasonable 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 and
employees.
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 is it performed. CONSULTANT will be free to
contract for similar 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.
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A. CONSULTANT agrees that CITY, or designee, has the right to review, obtain,
and copy all records pertaining to the performance of this Agreement.
CONSULTANT agrees to provide CITY, or designee, with any relevant
information requested and will permit CITY, or designee, access to its
premises, upon reasonable notice, during normal business hours for the
purpose of interviewing employees and inspecting and copying such books,
records, accounts, and other material that may be relevant to a matter under
investigation for the purpose of determining compliance with this Agreement.
CONSULTANT further agrees to maintain such records for a period of three
years following final payment under this Agreement.
B. Upon inspection, CONSULTANT will promptly implement any corrective
measures required by CITY regarding the requirements of this Section.
CONSULTANT will be given a reasonable amount of time to implement said
corrective measures. Failure of CONSULTANT to implement required
corrective measures will result in immediate termination of this Agreement.
C. CONSULTANT will keep all books, records, accounts and documents
pertaining to this Agreement separate from other activities unrelated to this
Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times
this Agreement is effective, CONSULTANT must procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation 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. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto) or an acceptable equivalent.
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D. 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 maintain the
insurance in effect for a period of three years after this Agreement expires or
is terminated ("extended insurance"). Such extended 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 omissions of CONSULTANT, or its officers,
employees or agents during the time this Agreement was in effect.
E. CONSULTANT will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, 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 terminate this Agreement.
23.. 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:
ollows:
CITY:
Planning & Building Safety Dept.
350 Main Street
EI Segundo, CA 90245-3813
Attn: Gregg McClain, Planning Manager
310-524-2393
gmcclain@elsegundo.org
CONSULTANT:
Tina Gall
3945 Hollyline Avenue
Sherman Oaks, CA 91423
818-205-9878
tgall@elsegundo.org
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.
24. 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 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
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award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
25. 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.
26. 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 or in the Federal
District Court in the District of California in which Los Angeles County is located.
27. ENTIRE AGREEMENT. This Agreement, and its Exhibits, 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.
28. 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.
29. 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.
30. 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.
31. 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 signed by both parties.
CITY's city manager, or designee, may execute any such amendment on behalf
of CITY.
32. EXECUTION OF AGREEMENT; COUNTERPARTS; ELECTRONIC
SIGNATURES. This Agreement may be executed in several counterparts, each
of which will be deemed to be an original and all of which will constitute one and
the same instrument. 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
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a party is delivered by electronic mail in "portable document format" (i.e., .pdf)
form, or by facsimile transmission. Such signature will be deemed to be and
treated in all respects as an original signature.
33. COVENANTS AND CONDITIONS. The parties agree that all of the provisions
hereof will be construed as both covenants and conditions, the same as if the
words importing such covenants and conditions had been used in each separate
paragraph.
34. CAPTIONS. The captions of the paragraphs of this Agreement are for
convenience of reference only and will not affect the interpretation of this
Agreement.
35. FORCE MAJEURE. In no event shall either CONSULTANT or the CITY have
any claim or right against the other for any failure of performance where such
failure of performance is caused by or is the result of causes beyond the
reasonable control of the other party due to any occurrence commonly known as
a "force majeure," including, but not limited to: acts of God, fire, flood, or other
natural catastrophe; acts of any governmental body, labor dispute or shortage;
national emergency; insurrection; riot; or war.
36. 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 using a standard of care equal to,
or greater than, the degree of skill and diligence ordinarily used by reputable
professionals, with a level of experience and training similar to CONSULTANT,
performing under circumstances similar to those required by this Agreement.
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 agency.
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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
�cott Mitnick,
ity Manager
ATTEST:
for
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
for
Mark D. Hensley,
City Attorney
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Tina Gall
Taxpayer ID No. on file
Tina Gall
3945 Hollyline Avenue
Sherman Oaks, California 91423
Cell Phone: (818) 469-6822
Email: tq alI@elseaundo.ora
July 20, 2020
Agreement No. 5954
Mr. Sam Lee, Director
Planning and Building Safety Department
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Subject: Statement of Qualifications for Affordable Housing Consulting Services
Dear Mr. Lee:
I am pleased to submit this Statement of Qualifications to provide affordable housing
consulting services to the City of EI Segundo. With more than twenty-five years'
experience in housing and community development, I offer a collaborative approach
to achieving a community's housing development objectives from citizen and
stakeholder engagement to project planning, development, and implementation.
AFFORDABLE HOUSING CONSULTING SERVICES
i
• To guide and coordinate the City's design and implementation of projects that
produce and preserve affordable housing.
Goals:
• Identify city and neighborhood housing plans that evaluate the market and
regulatory factors driving housing affordability challenges and identify policy and
programmatic solutions;
M Direct affordable housing policy and programs that maximize the impact of
public funds and leverage local land use regulations to foster affordability; and,
Ensure that the development of housing sites provide access to opportunity for
households and support neighborhood revitalization.
Agreement No. 5954
Proposed Scooe of Services.
• Coordinate the design, evaluation, and implementation of development
projects that produce and preserve affordable housing.
• Review proposed affordable housing development projects for consistency with
municipal guidelines, land use and financial feasibility.
• Manage affordable housing developer solicitation and selection processes,
including the review, evaluation, and analysis of development proposals.
• Prepare staff reports, resolutions, and other documents necessary for Planning
Commission and City Council.
• Collaborate with City staff and other consulting team members in the disposition
and development of real property assets consistent with direction from the City
Council and with the City's affordable housing goals.
• Respond to the community and various stakeholders to inform and promote the
City's affordable housing development process.
• Assist City staff with any required analysis of conditions, terms, covenants, and
affordable housing restrictions incorporated as part of an Affordable Housing
Agreement between the City and an affordable housing provider.
• Arrange with City staff and consulting team members to prepare financial
analysis of land use options, or other related analysis, such as pro forma review of
proposed developments.
• Coordinate local entitlement processing and environmental review of proposed
affording housing developments.
Schedule of Fees
Services will be invoiced monthly based upon an hourly rate of $100.00 per hour, for a
total not -to -exceed amount of $25,000 through September 30, 2021. Fees for consulting
services are inclusive of all normal business overhead.
References will be furnished upon request.
Should you have any questions, please contact me. I look forward to your reply.
Sincerely,
Tina Gall
i