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CONTRACT 5974 Professional Services Agreement CLOSEDAgreement No. 5974 « PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND « TAVI DESIGN GROUP ENG 21-04: LIBRARY PARK LANDSCAPE DESIGN SERVICES This AGREEMENT is made and entered into this 8th day of October, 2020, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and TAVI DESIGN GROUP ("CONSULTANT"). The parties agree as follows: 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 a sum not to exceed Sixteen Thousand dollars ($16,000) 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 fifteen (15) days after such notification to Agreement No. 5974 cure any shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 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. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 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. 7. TERM. The term of this Agreement will be from November 1, 2020, to October 31, 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"; B. Termination as stated in Section 15. Agreement No. 5974 8. TIME FOR PERFORMANCE, A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and ii. 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 the Manager within forty-eight (48) hours, in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 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 Fee Proposal 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, Agreement No. 5974 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. 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 art work, 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 Agreement No. 5974 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 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. ii. 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. S. 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. Agreement No. 5974 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 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 three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvrae of Insurance Commercial general liability: Professional Liability Business automobile liability Workers compensation 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, Agreement No. 5974 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 thirty (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 three (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 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 155. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. Agreement No. 5974 25. 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: Tavi Design Group 12794 Washington Blvd. Culver City, CA 90066 Attention: Tavi Perttula Phone: 310-359-6789 Email: tavi@tavidesigngroup.com City of EI Segundo 350 Main Street EI Segundo, CA Attention: Arianne Bola Phone: 310-524-2364 Email: abola@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. 26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 27. 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 award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability. 28.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. 29. 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. 30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 31. 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. Agreement No. 5974 32. 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. 33. 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. 34. 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. 35. 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. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 38. 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. 39. 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. [Signatures on next page] Agreement No. 5974 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGU+JDO TAVI DESIGN GROUP Elias Says .� q' n " Name: Ta(vi Perttula Director of Public Works Title: President ATTEST: Taxpayer ID No. Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By.*yAsist avid King, t City Attorney Joseph Insurance Reviewed bg. Uli "% od.r �� TAVI DESIGN GROUP 2341 2V1 Street Santa Monica, Ca 90405 September 30, 2020 Library Park EI Segundo Public Library 111 West Mariposa Avenue EI Segundo, CA 90245 c/o Melissa McCollum mmccollum@elsegundo.org PROPOSAL Landscape Design Services for Library Park at EI Segundo Public Library Dear Melissa, It is our pleasure to offer this proposal for landscape architectural services for Library Park located at 111 West Mariposa Avenue, EI Segundo, CA 90405. This proposal and contract will define the agreement between EI Segundo Public Library (Owner) and Tavi Design Group (TDG). SCOPE OF SERVICES Scope shall include following areas: o Develop planting plan and garden layout for Construction Documentation, City Review, Permitting, and Construction Administration. o Incorporate a small stage, patio furniture, landscape lighting, Storybook Loop, and a sensory garden. o Comply with ADA and City of EI Segundo building codes. PHASES: Schematic Design: • Completed under previous scope. Design Development: • Coordinate plans with City Staff and Civil Engineers • Redesign stage using locally available materials • Define elements at each node and coordinate with Arts Commission. • Redraft proposed plans incorporating surveyed base drawings Construction Documentation: • 1:8 scale Plans: Hardscape and Planting. • Lighting layout. (Note: electrical plans by others) • Sections and enlargements as needed. • Details: Hardscape, Planting and Node elements. • Specs of proposed amenities. (le.stage, storybook displays, lights) • Irrigation Plans and Details. (Existing irrigation system to be assessed and documented by city staff.) • Water use calculations (MWELO) as required by the City of EI Segundo. TAVI DESIGN GROUP 310.359.6789 OFFICE INFO@TAVIDESIGNGROUP.COM Pg. 1 Agreement No. 5974 TAVI DESIGN GROUP 12794 Washinaton Blvd Culver Citv, CA 90066 Permitting and Bidding (billed hourly) • Plan check corrections, if needed. • Provide rough cost estimate for budgeting. • Provide Request for Information responses. Construction Administration (billed hourly) • Site visits at key progress points • Request for information response • Plant Placement Meetings Included in Proposal: Project Meetings 2 City Meetings 2 Landscape Construction Observation 1 TOTAL 5 Note: This proposal does not include engineering, waterproofing or grading and drainage. Fees: Schematic Design $ Complete Design Development $ 3,500 Construction Documentation $ 7,500 Bidding and Permitting $ Hourly (estimated $1,000) Construction Administration $ Hourly (estimated $4.000) TOTAL $ 16,000 Please call if you have any questions regarding this proposal. We look forward to working with you on this project. Sincerely, Tavi Design Group Tavi Perttula, ASLA, LEED AP TAVI DESIGN GROUP Date: Accepted By: 310.359.6789 OFFICE INFO@TAVIDESIGNGROUP.COM Pg. 2 TAVI DESIGN GROUP 2341' 271h Street Santa Monica. Ca 90405 CONDITIONS Agreement No. 5974 1. This proposal is valid for thirty (30) days only. 2. Owner and Architect shall provide all necessary information and documents in the form of survey, reports and drawings required for the landscape architectural services to proceed. 3. All professional fees for surveyor, civil, structural, mechanical/electrical/plumbing (MEP) engineering, certified arborist, and water feature (mechanical, electrical, and waterproofing) design services are not part of Tavi Design Group's scope of work. 4. Design and drawings for all grading, irrigation, and drainage, design of all subsurface drainage, and any surface grading are not a part of Tavi Design Group's scope of work. 5. Coordination and submittal to governmental agencies by others. 6. Billing shall be on a monthly basis, as work is completed. Fees are due and payable upon presentation of invoice. Invoices for projects will be emailed as a PDF file to the Owner's billing or accounts receivable manager, or to the Owner's representative. Original copies are available upon request. 7. Professional fees for hourly services will be billed at current hourly rates. As of January 1, 2020, Principal time is billed at $175.00 per hour, Project Manager time is billed at $120.00, Draftsman/ Designer time is billed at $65.00 per hour and Administrative time at $55.00 per hour. Hourly rates are subject to change and client will be notified 30 days in advance of any change. 8. Reimbursables shall be billed at direct cost. Such expenditures may include but are not limited to the following: reproduction and blueprinting expenses. 9. Additional services when requested by Owner or Architect will be invoiced monthly at our current hourly rates. 10. At the inception of the work, Owner will determine the overall budget for landscape architectural work, with the assistance of Tavi Design Group, architect and cost consultant. At each phase of the work, if the cost estimate prepared by the cost consultant indicates that work produced by Tavi Design Group meets these budgetary guidelines. No value engineering will be provided by Tavi Design Group without additional compensation. 11. If the Owner finds it necessary to abandon the project, Tavi Design Group shall be compensated for all work completed under the Scope of Services per the schedule of payments designated under the Fee Schedule. 12. Once work has commenced on the work described under Scope of Design Services, any changes or additions requested by the Owner that constitute a substantial change to the work already completed are not included in this fee. This additional time will be invoiced monthly at our current hourly rates. 13. The Owner and Architect agree to limit Tavi Design Group's liability to the Owner, Architect, and to all construction contractors and sub -contractors due to the non willful acts, errors, or omissions of the Landscape Architect, such that the total aggregate liability of the Landscape Architect to all those named shall not exceed the liability limit of Tavi Design Group's errors and omission insurance policy. 14. Tavi Design Group shall maintain errors and omissions insurance coverage of no less than $1,000,000 thru the term of this agreement. 15. All documents furnished by Tavi Design Group under this proposal are instruments of Landscape Architect's services. They are not intended or represented to be suitable for reuse by Owner or others on extensions of the project or on any other project. Any reuse without specific written verification and adaptation by Tavi Design Group for the specific purposes intended will be at the user's sole risk and without liability or legal exposure to Tavi Design Group. 16. All questions in dispute under this agreement shall be submitted to arbitration at the choice of either party in accordance with the rules of the American Arbitration Association and judgment upon any award rendered may be entered in any court having jurisdiction. 17. Tavi Design Group may assist the Owner and Architect in coordinating schedules for delivery and installation of the Work, but shall not be responsible for malfeasance, neglect or failure of a contractor, subcontractor or material supplier to meet their schedules for completion or to perform their respective duties and responsibilities. 18. Tavi Design Group retains the right to take photographs and/or arrange for photography of the project; and the right to present the project in publications, upon consulting with the Owner. Owner reserves the right to withhold the name and other specific data from publication. TAVI DESIGN GROUP 310.359.6789 OFFICE INFO@TAVIDESIGNGROUP.COM Pg. 3