CONTRACT 6425 Professional Services AgreementAgreement No. 6425
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
CLINICAL LABORATORY OF SAN BERNARDINO, INC.
WA 22-01: WATER AND WASTE WATER CHEMICAL AND
MICROBIOLOGICAL ANALYSES SERVICES
This AGREEMENT is entered into this 24th day of June, 2022, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and CLINICAL
LABORATORY OF SAN BERNARDINO, INC., 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 Thirty Thousand dollars ($30,000) 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 cure any shortcomings to
CITY's satisfaction. Costs associated with curing the deficiencies will be borne by
CONSULTANT.
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Agreement No. 6425
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. 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 July 1, 2022 to June 30, 2024, 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
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.
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:
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Agreement No. 6425
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, 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.
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Agreement No. 6425
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. 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.
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Agreement No. 6425
C. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and certified volunteers.
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:
T �e of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
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Limits
$2, 000,000
$1,000,000
$1,000,000
Statutory requirement
Agreement No. 6425
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
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 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 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: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 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.
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Agreement No. 6425
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:
Clinical Laboratory of San Bernardino, Inc.
PO Box 329
San Bernardino, CA 92402
Attention: Steven Martinez
Phone: 909-825-7693
Email: smartinez@clinical-lab.com
If to CITY:
City of El Segundo
400 Lomita St.
El Segundo, CA
Attention: Anthony Esparza
Phone: 310-524-2746
Email: aesparza@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 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 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
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Agreement No. 6425
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.
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 (.pdo 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
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Agreement No. 6425
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO
Darrell George,
Interim City Manager
ATTEST:
Tracy eaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By: ,
Joaquin V
uez, Deput
Insurance Reviewed by:
City of El Segundo PSA for Design Services
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CLINICAL LABORATORY OF SAN
BERNARDINO, INC. .
Name: Steven Martinez
Title: Laboratory Director
Taxpayer ID No. 95-2504488
EXHIBIT A
Agreement No
GIIII� d I,�a1 ,ii�ii IIiPVI 'wt))tliI�,VI�I' �' t° I' i"-� ) Bell, t) t- �Il°`ui91V I t u
June 16, 20202
Ni'Chelle Wiggins
City of El Segundo
400 Lomita Street
El Segundo, CA 90245
Re: Scope of Work
Dear Ms. Wiggins;
Clinical Laboratory of San Bernardino, Inc. provides the City of El Segundo with water and waste
water chemical and microbiological analyses. Analyses include weekly bacteria (coliform) samples, quarterly
disinfection by-product samples, and other less frequent analyses required by the Calif. Regional Water Board,
Public Health or other regulatory agencies. This service also includes scheduled weekly pick up of samples,
each Wednesday, and non-scheduled pick up of samples when requested by your staff.
Please contact me if you have any questions or need further information.
Thank you.
Sincerely,
40M
Steven Martinez
Laboratory Director
Clinical Laboratory of San Bernardino, Inc.
(909) 825-7693
snartmnez ,clinical-lab.cor
Post Office Box 329 San Bernardino, CA 92402 (909) 825-7693 Fax (909) 825-7696 FLAP Number 1088
Agreement No. 6425
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Analytical Services Quotation
2022-2024 Bid Date: 07/01/2022
El Segundo City Water Dept.
Anthony Esparza
Bid Expires: 06/30/2024
TAT
Unit
Matrix
Parameters
Method
(days)
Price,
Water
Total Coliform/E coli (Present/Absent)
SM 9223
5
$8.00
Water
Total Trihalomethanes
EPA 524.2
10
$35.00
Water
Haloacetic Acids
EPA 552.2
10
$100.00
Stu Styles
Client Services Manager
Clinical Laboratory of San Bernardino
Post Office Box 329 San Bernardino, CA 92402 (909) 825-7693 Fax (909) 825-7696 ELAP Number 1088