CONTRACT 6063 Professional Services AgreementAgreement No. 6063
Agreement No._[City Clerkassigns]_
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
JEFFREY B. LOVE, P.C. ESQ, DBA JL GROUP, LLC
This AGREEMENT is made and entered into this 12th day of November, 2020, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and JEFFREY B. LOVE, P.C. ESQ, DBA JL GROUP, a limited liability
corporation ("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform to confidential
personnel investigative services ("Services");
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 Forty-nine Thousand, nine hundred and fifty dollars
($49,950.00) for CONSULTANT's services. CITY may modify this amount
as set forth below.
2. SCOPE OF SERVICES. CONSULTANT will perform the Services, and 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
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 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
City of El Segundo Professional Services (REV 2018.05)
Page 1 of 11
Agreement No. 6063
Agreement No._[Cify Clerk assigns]_
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 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 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 17, 2020, to June 30, 2021.
Unless otherwise determined by written amendment between the parties, this
Agreement will terminate in the following instances:
A. Completion of the Services; or
B. Termination as stated in Section 15.
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
City of El Segundo Professional Services (REV 2018.05)
Page 2 of 11
Agreement No. 6063
Agreement No._[City C/erkassigns]_
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. N/A.
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
thisAgreement.
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 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.
City of El Segundo Professional Services (REV 2018.05)
Page 3 of 11
Agreement No. 6063
Agreement No._(City Clerk assigns]_
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
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18. INDEMNIFICATION..
A. CONSULTANT agrees tothefollowing:
L 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
City of El Segundo Professional Services (REV 2018.05)
Page 4 of 11
Agreement No. 6063
Agreement No._[City Clerkassigns]_
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.
i. The attorney investigator CONSULTANT must be able to seek out
and discover facts and support the report's conclusions without
concern about being a possible respondent of a claim or being
named as a defendant in a potential future lawsuit by any current or
former CITY employee who might be unhappy with the contents,
findings, conclusions, or outcome of the investigative report.
Accordingly, as a result of the services performed or the findings
made by this attorney investigator CONSULTANT, relating to this
investigation, the CITY agrees to provide a defense to attorney
investigator, at its expense, through its own legal counsel, or at the
CITYs option, it will provide reimbursement for separate legal counsel
for attorney investigator, chosen by the CITY. The CITY will also
indemnify and hold the attorney investigator CONSULTANT harmless
with respect to any judgment entered against attorney investigator or
with respect to any and all terms of settlement of any third- party
claims relating to the services rendered under this agreement.
However, this indemnification clause shall only apply to claims,
lawsuits, or demands against the attorney investigator by third parties
(not the CITY itself) arising out of this investigation.
City of El Segundo Professional Services (REV 2018.05)
Page 5 of 11
Agreement No. 6063
Agreement No._(Cify Clerk assigns]_
r r ar r ar • �► r
1
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
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
City of El Segundo Professional Services (REV 2018.05)
Page 6 of 11
Agreement No. 6063
Agreement No._[City Clerk assigns]_
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:
Tyne of Insurance Limits
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 1185 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
City of El Segundo Professional Services (REV 2018.05)
Page 7 of 11
Agreement No. 6063
Agreement No._[City Clerk assigns]_
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.
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:
If to CONSULTANT:
Jeffrey B. Love, P.C. Esq.
30025 Alicia Pkwy, #327
Laguna Niguel, CA 92677
Attention: Jeffrey Love
Phone: (949) 282-8181
Email: Lovejb@gmail.com
Any such written communications
received by the addressee upon
prepaid and properly addressed a
deemed given at the time of actu.
addresses of persons to whom nc
prescribed in this paragraph.
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA
Attention: Joseph Lillio
Phone: 310-524-2318
Email: jlillio@elsegundo.org
by mail will be conclusively deemed to have been
deposit thereof in the United States Mail, postage
noted above. In all other instances, notices will be
it delivery. Changes may be made in the names or
tices are to be given by giving notice in the manner
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
City of El Segundo Professional Services (REV 2018.05)
Page 8 of 11
Agreement No. 6063
Agreement No._[City Clerkassigns]_
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 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.
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; itwill 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 bywritten 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.
City of El Segundo Professional Services (REV 2018.05)
Page 9 of 11
Agreement No. 6063
Agreement No._[City Clerkassigns]_
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]
City of El Segundo Professional Services (REV 2018.05)
Page 10 of 11
Agreement No. 6063
Agreement No._[City Clerk assigns]
M
IN WITNESS WHEREOF- the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO JEFFREY B. LOVE, P.C., ESQ
JL GROUP, LLC.
cost Mitnick, Jeffrey B, Love, P.C., ESQ
ity Manager d
ATTEST
for
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
1
3 � L(,--k fnr
Mark D. Hensley,
City Attorney
City of El Segundo Professional Services (REV 2018.05)
Page 11 of 11