CONTRACT 6252 Professional Services Agreement CLOSEDAgreement No. 6252
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN SERVICES
� BETWEEN
THE CITY OF EL SEGUNDO AND
BRANDOW & JOHNSTON
This AGREEMENT is entered into this 9th day of December, 2021, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and BRANDOW
& JOHNSTON, a California corporation ("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 Ten thousand, two hundred dollars ($10,200.00) 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 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 (all as set forth in Exhibit "A") the
tasks performed, the percentage of the task completed during the billing period, the cumulative
City of El Segundo PSA for Design Services
Page 1
Agreement No. 6252
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. ADDITIONAL WORK. N/A.
7. FAMILIARITY WITH WORK. By executing this Agreement, CONSULTANT agrees that it
has:
A. Carefully investigated and considered the scope of services to be performed;
B. Carefully considered how the services should be performed; and
C. Understands the facilities, difficulties, and restrictions attending performance of
the services under this Agreement.
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.
8. TERM. The term of this Agreement will be from December 10, 2021 to June 30, 2022,
unless otherwise terminated pursuant to Section 15.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
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.
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 Services and Fee Schedule
City of El Segundo PSA for Design Services
Page 2
Agreement No. 6252
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 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 upon thirty days'
written notice.
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
City of El Segundo PSA for Design Services
Page 3
Agreement No. 6252
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. This Agreement contemplates that CONSULTANT will act both as a
design professional (as defined by Civil Code § 2782.8) and for other management services.
Accordingly, CONSULTANT agrees to provide indemnification as follows:
A. CONSULTANT must save harmless, indemnify and defend CITY and all its
officers, 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 arising from,
pertaining to, or relating to the negligence, recklessness, or willful
misconduct of CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives. CONSULTANT's duty to defend consists of
reimbursement of defense costs incurred by CITY in direct proportion to the
CONSULTANT's proportionate percentage of fault. CONSULTANT's percentage
of fault will be determined, as applicable, by a court of law, jury or arbitrator. In
the event any loss, liability or damage is incurred by way of settlement or
resolution without a court, jury or arbitrator having made a determination of the
CONSULTANT's percentage of fault, the parties agree to mediation to determine
the CONSULTANT's proportionate percentage of fault for purposes of
determining the amount of indemnity and defense cost reimbursement owed to
the CITY; CONSULTANT and CITY must each pay half the mediator's fees.
Notwithstanding the above, in the event one or more defendants to a Claim is
unable to pay its share of defense costs due to bankruptcy or dissolution of the
business, the CONSULTANT must meet and confer with the CITY regarding
unpaid defense costs.
B. Defense For All Non -Design Professional Liabilities. Notwithstanding the
foregoing and without diminishing any rights of the CITY under subsection A, for
any liability, claim, demand, allegation against CITY arising out of, related to, or
pertaining to any act or omission of CONSULTANT, but which is not a design
professional service, CONSULTANT must defend, indemnify, and hold harmless
Indemnitees from and against any and all damages, costs, expenses (including
reasonable attorneys' fees and expert witness fees), judgments, settlements,
and/or arbitration awards, whether for personal or bodily injury, property damage,
or economic injury, to the extent that they arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT.
C. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and certified volunteers.
City of El Segundo PSA for Design Services
Page 4
Agreement No. 6252
D. It is expressly understood and agreed that the foregoing provisions are intended
to be as broad and inclusive as is permitted by the law of the State of California
and will survive termination of this Agreement.
The insurance coverage to be maintained by CONSULTANT as required by Section 22, will not
limit the liability of CONSULTANT hereunder. The provisions of this section will survive the
expiration or earlier termination of this Agreement.
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:
Type of Insurance Limits
Commercial general liability: $2,000,000 (This limit may be satisfied
through a standalone policy or in
combination with an umbrella/excess
policy.)
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
ISO-CGL Form No. CG 00 01 11 85 or 88, or equivalent. The amount of
City of El Segundo PSA for Design Services
Page 5
Agreement No. 6252
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. CITY's additional insured status will
apply with respect to liability and defense of suits arising out of CONSULTANT's
acts or omissions. 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 except ten (10) days for cancellation due to non-payment of premium
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, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement, a copy of an
Additional Insured endorsement confirming CITY has been given Insured status
under the CONSULTANT's General Liability policy, 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-, VI I."
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 15.
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.
City of El Segundo PSA for Design Services
Page 6
Agreement No. 6252
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:
Brandow & Johnston
3300 Irvine Avenue, Suite 245
Newport Beach, CA 92660
Attention: Garrett Freer
Phone: 949-862-8586
Email: G reer a isce.com
If to CITY:
City of El Segundo
350 Main Street
El Segundo, Calif. 90245
Attention: Cheryl Ebert
Phone: 310-524-2321
Email ceert elseunovor
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 Exhibits, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is One (1) Exhibit to this Agreement. 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; it will not be interpreted strictly for or against
either Party.
City of El Segundo PSA for Design Services
Page 7
Agreement No. 6252
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.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
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]
City of El Segundo PSA for Design Services
Page 8
Agreement No. 6252
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written,
CITY OF EL EG NDO
Elias Sass on,
Public Works Director
ATTEST:
for
Tracy Weaver,
City Clerk
APPR VED AS TO FORM:
Mar D. Hensley,
Ci
ty tt ttorney
Insurance Approved t
Hank Lu,
Risk Manager
City of El Segundo PSA for Design Services
Page 9
Zirandow & johnston
-AV4;
By: Garrett Freer
Its: Project Manager
Taxpayer ID No. - 82-3718072
w
Agreement ker.
IIII
AUTHORIZATION FOR
1 PROFESSIONAL SERVICES
BRANDOW &
JOHNSTON
EST. 1945
PROJECT: El Segundo High School —Stormwater Treatment Feasibility Report
REQUESTED BY: City of El Segundo
AGREEMENT DATE: November 30, 2021
DESCRIPTION OF ENGINEER SERVICES:
1. Phase I - Civil Engineering services related to the El Segundo High School project. The Civil scope
of work includes analysis of additional storm water treatment of areas outside of project limits,
including public right-of-way in Oak Avenue and onsite areas adjacent to original high school
improvements project limits. The Limit of Work and Scope of Work is based on discussions with
the City of El Segundo. The following scope items are included:
a. Civil Engineering Storm Water Treatment Feasibility Report - $ 3,500
i. Oak Avenue Study for Volume of Additional Storm Water Treatment
ii. Onsite (Private Study for Volume of Additional Storm Water Treatment
iii. Utility Design Analysis for Accommodating Additional Treatment Volume
Phase I Total - $3,500
2. Phase II — Subsequent to Phase I, Civil Engineering services related to the City of El Segundo
additional storm water treatment project. The Civil scope of work includes construction of storm
drain catch basin(s) along E Oak Avenue and storm drain laterals running onsite towards the high
school, ultimately tying into the proposed onsite storm drain system. The Limit of Work and Scope
of Work is based on discussions with the City of El Segundo. The following scope items are
included:
a. Civil Engineering Design- $ 3,500
i. Construction Documents
• Civil Site Plan for proposed storm drain catch basin(s) design
ii. Encroachment Permit Plan Check Comments
iii. Construction Administration
Phase II Total - $3,500
Add -Alternate scope — Topographic Survey - $3,200:
a. Conduct Topographic Survey of Oak Avenue, Eucalyptus Drive & onsite portion of track
atop existing SD outlet piping, and incorporate data into analysis.
• Limit of topo survey as per Exhibit A attached.
4. Assumptions:
a. Preparation of construction documents for local jurisdictional review are excluded.
b. A detailed Exhibit will be provided describing existing conditions as well as the proposed
alignment/sizing per the findings.
c. Cost estimate is assumed to be provided by others, if needed.
w
Agreement ker.
IIII
Client: City of El Segundo November 30, 2021
Project: El Segundo High School — Stormwater Treatment Feasibility Report
d. If needed, client shall coordinate and provide Consultant with approved geotechnical
report, indicating information necessary for sizing the structural thickness of pavements,
earthwork and excavation calculations, soil percolation rates, etc.
e. Underground utility scanning and mapping is excluded.
f. There are no existing easements within the limit of work.
g. For Phase 11, assume only permit needed for construction is an Encroachment Permit.
h. Fees: Owner shall pay all agency and utility company fees.
i. Assume attendance of (2) Board Hearing meetings.
5. This agreement is subject to the provisions of 'General Terms of Agreement' contained in Sections
I through X hereon.
ADDITIONAL SERVICES: Scope and fee for Additional Services, if any, will be as mutually agreed in
writing by B&J and Client.
CLIENT'S RESPONSIBILITIES: Client shall provide full information regarding requirements for the Project
and shall designate, when necessary, a representative authorized to act in the Client's behalf with respect
to the Project. The Client or Client's authorized representative shall review documents submitted by B&J
and render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of B&J's
services. The Client shall furnish required information as expeditiously as necessary for the orderly
progress of B&J's services and B&J shall be entitled to rely upon the accuracy and completeness thereof.
Client also agrees to provide B&J with all reports regarding the findings and recommendations provided by
appropriately licensed or qualified persons resulting from surveys of the Project site and facilities.
COMPENSATION: B&J shall be paid for these services on a lump sum basis which includes compensation
for professional services performed by B&J and others only as described in this Agreement. In addition to
the fee, B&J shall be paid for Reimbursable Expenses, cost of professional services performed by others
not specifically included in the description of services for this Agreement as described in Section II —
Reimbursable Expenses, approved additional services as mutually agreed between B&J and Client; and
Premium Payments for Overtime Work approved in advance by the Client.
ENGINEERING FEE: $ 10,200 not including customary Reimbursable Expenses incurred in the
performance of the services and described in Section 11 of this Agreement; plus cost of approved additional
services, if any; plus cost of professional services performed by others at cost plus 15%; plus Premium
Payments for Overtime Work. Client shall not be obligated to pay B&J any amount in excess of this
Estimated Engineering Fee and B&J shall not be obligated to continue performance of these services if to
do so would exceed this Estimated Engineering Fee until B&J has received a written authorization from
Client which includes additional compensation and any necessary extension of the schedule which are
satisfactory to B&J for continued performance of services. See Attachment "A" for billing rates.
GENERAL TERMS OF AGREEMENT
SECTION I Definitions
The following are definitions of certain terms as used in this Agreement:
A. "Direct Personnel Expense" Direct salaries earned by productive personnel while performing services
directly related to each work assignment and by their supervisors plus the cost for mandatory and
customary benefits provided by B&J to such individuals. Direct salaries are computed by using total
hours employed on each work assignment multiplied by the regular hourly rate of pay.
B. "Overtime Work" Hours worked by each employee in excess of the normal daily schedule or 40 hours
each week, whichever is greater.
C. "Premium Payments for Overtime Work" Direct salaries earned by each employee as computed using
hours of overtime work multiplied by one-half the regular hourly rate of pay.
D. "Certify", "Certification" These or derivative words when used in this Agreement or in any document
developed or arising out of this Agreement or services provided by B&J hereunder, mean the provision
by B&J of its professional opinion of Project conditions which result from knowledge of B&J, its
employees, or consultants that is gained from visual observations that have been performed.
Certification by B&J, its employees and consultants shall not relieve any other party of any contractual
or customary responsibility or obligation.
Authorization for Professional Services 250 Page 2 of 5
w
Agreement ker.
IIII
Client: City of El Segundo November 30, 2021
Project: El Segundo High School — Stormwater Treatment Feasibility Report
E. "Purchase Order" This term or such document, if used, by the Client in connection with this Project shall
be considered an accounting convenience for the Client in terms of defining a basis for tracking project
accounting for the Client only. All terms and conditions, if any, appearing on or attached to or referenced
by a Purchase Order (other than reference to this Agreement) are void and are superseded by the terms
and conditions of this Agreement.
F. "Cost Estimate" This term or derivative terms mean a professional opinion provided by B&J or its
consultants of the probable construction cost of the Project. In providing opinions of probable
construction cost, the Client understands that B&J has no control over costs or the price of labor,
equipment or materials, or over the construction contractor's method of pricing, and that the opinions of
probable construction costs provided are made on the basis of B&J's qualifications and experience. B&J
makes no warranty, expressed or implied, as to the accuracy of such opinions as compared to actual
bids or actual costs.
SECTION II Reimbursable Expenses
B&J may incur expenses such as the following while performing the required services. None of these
expenses are included in the Compensation for services. When requested by the Client, B&J may incur
such expenses which shall be reimbursed by the Client as follows:
A) On the basis of cost plus 15%, unless prepaid by Client, for items such as the following:
1) Fees paid for securing approvals of documents prepared by B&J and its consultants by authorities
having jurisdiction over the Project.
2) Travel and subsistence expenses for travel to points outside Los Angeles and Orange Counties.
3) Communication costs including delivery charges, express mail and postage.
4) Fees and expenses for special consultants, and for other services and data furnished on behalf of
the Client.
5) All charges relating to photographs, photostats and other special reproductions required for the
Project.
6) Expenses for reproduction, binding, and delivery of technical reports; of all construction documents
issued to Client, contractors, B&J and others; and of all leasing data required by Client or its
consultants.
B) Travel utilizing personal vehicles shall be reimbursed at $0.535 per mile plus tolls and parking expenses
at cost plus 15%.
C) On the basis of cost for Premium Payments for Overtime Work required for the Project.
SECTION III Payments Due
All Compensation for professional services earned and Reimbursable Expenses incurred shall be due and
payable monthly upon presentation of invoices therefore, with payment of 75% of the Engineering Fee to
be received prior to issuance of any construction documents for review by governmental agencies having
jurisdiction. Client concurs that time is of the essence with respect to payment of these invoices, and that
timely payment is a material part of the consideration of this Agreement. If payment in full is not received
by B&J within 30 days after such presentation, B&J shall:
A) Be paid a monthly service charge (not an interest charge) of 1-1/2% per month on the unpaid balance
from the date of the invoice, but the payment of such charge shall not excuse the default in payment;
and
B) Have the right to:
1) Suspend all work until payment is received and at no liability to B&J if Client is damaged by the
suspension; and/or,
2) Terminate the unperformed portion of this Agreement at no liability to B&J if Client is damaged by
the termination.
Any payment received by B&J more than 30 days after presentation of invoice to Client shall first be applied
to accrued service charge and then to the principal unpaid amount. Payment of invoices is in no case
subject to reduction, discounting, or set-off by Client. In addition to all other amounts to be paid to B&J,
Client shall reimburse B&J for all costs and expenses incurred, including consultants' and attorneys' fees
and Direct Personnel Expense plus 100% for personnel of B&J, should B&J institute collection procedures,
commence arbitration, or file suit to collect amounts due to B&J under this Agreement.
Authorization for Professional Services 250 Page 3 of 5
w
Agreement ker.
IIII
Client: City of El Segundo November 30, 2021
Project: El Segundo High School — Stormwater Treatment Feasibility Report
SECTION IV Services
During the performance of professional services under this Agreement, instruments of service such as
design studies, engineering calculations, drawings, specifications and other documents will be prepared as
required to communicate the intent and detailed requirements for the Project. These documents may
represent imperfect data and may contain conflicts, errors, omissions and code violations which will be
corrected when identified. B&J, its employees and consultants use that standard of care, skill and diligence
customarily followed by architects and engineers in this and similar communities. Construction is the sole
responsibility of the Contractor(s) and B&J does not guarantee the work of any Contractor(s).
SECTION V Ownership of Documents and Indemnity for Unauthorized Use
Reports, drawings, calculations, specifications, and other Instruments of Service, whether in hard copy or
machine-readable form, are and shall remain the property of B&J. Client shall be permitted to retain copies,
including reproducible copies, of the reports, drawings and specifications and, following completion of the
Project, the original drawings and specifications for information and reference in connection with the use
and occupancy of the Project by Client. Submission or distribution of these documents to meet official
regulatory requirements or for similar purposes in connection with the Project is not publication which is
prohibited hereby. Client hereby releases B&J and agrees to defend, indemnify, and hold B&J, its partners,
employees, and consultants harmless of, from and against any claims, loss, cost damage or expense of
any nature, including attorneys' fee, arising out of, based upon, or relating to any use of these documents
under any circumstances in which B&J is not then performing services on the project for which the
documents are being used.
SECTION VI Limitation of Liability and Remedy
Client agrees that, notwithstanding any law or any provision of this Agreement to the contrary, any liability
related to this Agreement and the services hereunder, which is the result of the negligent acts, errors or
omissions of B&J, its partners, employees, agents and consultants and any remedy therefore to Client and
to all construction Contractors, Subcontractors and suppliers related to this Agreement or to the services
provided hereunder, shall be limited solely to insurance proceeds in the amounts of General Liability of $1
million single occurrence and $2 million in the aggregate and Professional Liability to $2 million single
occurrence and $2 million in the aggregate. In no event shall any such liability or remedy for any such
liability exceed an amount equal to the total Engineering Fee recorded on page 1 of this Authorization which
has been paid to B&J for this Project. Neither the assets nor any other property of any partner, employee
or agent of B&J shall be subject to any liability, claim, remedy, execution or obligation of any nature arising
out of or related to this Agreement or to the services provided hereunder. Further, in no event shall either
party be liable to the other for consequential damages, incidental damages, or any economic loss damages
relating to this Agreement or the Project.
SECTION VII Termination
This Agreement may be terminated within 7 days of written notice by the Client should the Project be
permanently abandoned or by B&J prior to written approval by Client. In the event of termination, the
Compensation earned by B&J for all services performed through the period of notice shall be paid in full.
Upon termination, all invoices presented by B&J for services and for Reimbursable Expenses shall become
immediately due and payable.
SECTION VIII Dispute Resolution
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be initially
submitted to mediation conducted in Los Angeles, California. In the event mediation does not successfully
resolve the dispute, either party may pursue resolution in a court of competent jurisdiction located in Los
Angeles County, California.
SECTION IX Indemnification of B&J
Client releases and shall defend, indemnify and hold B&J, its partners, employees, and consultants
harmless of, from and against any and all claims, costs, expenses (including attorney's fees), judgments,
penalties, liabilities or losses of any kind whatsoever arising out of (a) the presence of hazardous materials
on the job site, (b) the dispersal, discharge, escape, release, saturation or other presence of any kind of
contaminant or pollutant in connection with the Project, (c) requirements of the Americans with Disabilities
Act, Public Law 101-336, which have not been incorporated into the building codes applicable to the Project,
and (d) erroneous information or direction given to either Client or B&J by government officials. During the
Authorization for Professional Services 250 Page 4 of 5
w
Agreement ker.
IIII
Client: City of El Segundo November 30, 2021
Project: El Segundo High School — Stormwater Treatment Feasibility Report
term of the Agreement and following its expiration or termination for any reason, neither Client nor B&J may
assign this Agreement or any right, claim, cause of action, duty or obligation under it without the prior written
consent of the other party. This Section IX shall remain in effect and survive the suspension, abandonment,
termination, or completion of this Agreement.
SECTION X Governing Law
This Agreement shall be governed by the laws of the State of California. Applicable governmental
regulations, building codes and ordinances in effect at the date of this Agreement shall govern the
professional services performed under this Agreement.
IN WITNESS WHEREOF, on the day and year first written above, the parties hereto have executed this
Agreement in multiple counterparts, each of which counterpart shall be deemed an original.
BRANDOW & JOHNSTON (B&J HBK, INC.)
A California Corporation
Jim Pearson, S.E., President
Licensed Structural Engineer #4335
By:
./Y
Garrett Freer
Project Engineer
CLIENT:
By:
Name/Title:
Authorization for Professional Services 250 Page 5 of 5
KIRM m ".. --
........... .............................................................................................. I'll, ....................
Tqm Survey Oak
MIAv IE u(:;ayI[.)Ws IDir
Tqm Survey tirack
oveir ex�sflng SD
ffir as tiruckvre
—1— 1 t 'RF,
ant No. 6252
El Segundo High School