CONTRACT 6728 Professional Services Agreement CLOSEDAgreement No. 6728
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
HIRSCH & ASSOCIATES, INC.
This AGREEMENT is entered into this 141h day of August, 2023, by and between the CITY
OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and HIRSCH &
ASSOCIATES, 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 Eight thousand, three hundred dollars ($8,300.00) 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 percentage
City of El Segundo PSA for Design Services
Page 1
Agreement No. 6728
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 August 14, 2023 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
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. 6728
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 property.
City of El Segundo PSA for Design Services
Page 3
Agreement No. 6728
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.
R 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. 6728
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:
Iy2e 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
ISO-CGL Form No. CG 00 01 1185 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"
City of El Segundo PSA for Design Services
Page 5
Agreement No. 6728
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.
City of El Segundo PSA for Design Services
Page 6
Agreement No. 6728
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:
Hirsch & Associates, Inc.
2221 East Winston Road, Suite A
Anaheim, CA 92806
Attention: Charles Foley
Phone: 714-776-4340
Email: hy2u haiiandarch,com
If to CITY:
City of El Segundo
350 Main Street
El Segundo, Calif. 90245
Attention: Cheryl Ebert
Phone: 310-524-2321
Email: ceb rtelse undo.or
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. 6728
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. 6728
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO
as Sa,ssoon,
Public Works Director
ATT'IT:
Tracy Wea
City Clerk
Mark D. He sley,
City Attorn
Insurance Approved by: .
City of El Segundo PSA for Design Services
Page 9
HIRSCH & ASSOCIATES, INC.
B . Mark, irsch
Its: Secretary
Taxpayer ID No. 330299754
Agreement No. 6728
HIRSCH & ASSOCIATES, INC.
LANDSCAPE ARCHITECTURE & PLANNING
Ms. Cheryl Ebert August 10, 2023
Senior Civil Engineer
City of El Segundo
350 Main Street
EI Segundo, Ca. 90245
Dear Ms. Ebert,
As requested, proposal for Value Engineering Please contact me with questions or comments.
Value Enolneennq
• Revise construction plans to reduce costs including:
- Revise plans to include LED strip lighting on Monument letters as an alternate bid item
and add base bid lighting to be inground type flood lights (uplighting) to be located in
landscape.
Remove all landscape, hardscape (including ADA improvements), decomposed granite
as currently designed.
- Include irrigation and planting design for the restoration of grass and irrigation damaged
due to construction and accommodate the new Monument location.
- Revise specifications to require C-45 California Sign Contractors license for the
fabrication and installation of the sign. Allow a sub -contractor C-10 California Electrical
Contractor to perform the electrical work should the C-45 contractor elect to contract this
scope,
01 Wei ,t 4
Value Engineering eo t� " � � �� 1 I
Electrical Engineering..................................................... $3,100.00
Landscape Architect 4hrs @ $175 ....... $700.00 1
11
Desl ner 60 75 4 500.00
Total $8,300.00
2221 EAST WINSTON ROAD, SUITE A, ANAHEIM, CALIFORNIA 02606
PHONE 714-776-4340 FAX 714-776-4395 WWW.HAILANDARCH.COM LAJ11710