CONTRACT 3464 Professional Services Agreement CLOSEDAgreement No. 3464
AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
CALTROP CORPORATION
FOR
CONSTRUCTION MANAGEMENT SERVICES
This AGREEMENT is entered into this 6 day of May, 2005, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and CALTROP
Corporation, a California Corporation (Corporation No. C1733958; "CONSULTANT ").
1. RECITALS. This Agreement is made with reference to the following facts and objectives:
A. This Agreement is for Construction Management services provided for the
Douglas Street Grade Separation Project.
B. The Douglas Street Grade Separation Project consists of relocating various utility
lines, constructing a railroad shoofly with the coordination of the BNSF railroad,
and constructing two bridges.
C. Among other things, the Project will provide a concrete pedestrian bridge and a
steel girder railroad bridge, constructing retaining walls, connecting Douglas
Street under the proposed bridges, constructing a parking lot, installing drainage
systems, irrigation, landscaping, and street lighting.
2. 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;
3. PAYMENTS.
A. CITY agrees to pay CONSULTANT a sum not to exceed one million seven
hundred sixty five thousand four hundred seventy five dollars ($1,765,475.00) for
CONSULTANT's services.
B. The method of payment for the following items is based on actual cost plus a
fixed fee in accordance with this Agreement.
C. Reimbursement for allowable labor costs incurred by CONSULTANT in
performing this Agreement, exclusive of any fixed fee, is subject to the following:
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i. If salary increases are included in the cost proposal, the salary increase
will be reimbursable if the new salary is within the salary range identified
in the final Cost Proposal and is approved by the City Contract Manager.
ii. For personnel subject to prevailing wage rates, all salary increases which
are the direct result of changes in the prevailing wage rates are
reimbursable.
D. The method of payment for this Agreement, unless otherwise provided, is based
on reimbursement of actual costs plus a fixed fee. The City will reimburse
CONSULTANT for actual costs including labor costs, employee benefits, travel,
equipment rental, overhead, and other estimated costs set forth in
CONSULTANT's cost proposal, unless additional reimbursement is provided for
by amending this Agreement. In no event will CONSULTANT be reimbursed for
indirect costs at a rate that exceeds the City approved indirect rate set forth in the
cost proposal. In the event that CITY determines that additional work beyond that
specified in the cost proposal and contract is required to produce a satisfactory
product, the direct costs reimbursable by the State may be increased by contract
amendment to accommodate that additional work.
E. In addition to the allowable incurred costs, the City will pay CONSULTANT a
fixed fee of ten percent (10 %) as indicated in Exhibit A. This fixed fee is
nonadjustable for the term of this Agreement unless the Scope of Work is
significantly changed and an adjustment is made by amendment, or in the event of
termination before the agreed termination date, for which an adjustment will be
determined by the Contract Manager in accordance with 48 C.F.R. § 49.305 -1.
F. Reimbursement for transportation and subsistence costs cannot exceed the rates to
be paid non - represented /excluded State employees under current State
Department of Personnel Administration rules detailed in Caltrans Travel &
Expense Guide.
G. Any subconsultant contracts in excess of $25,000 entered into as a result of this
Agreement must contain all of the provisions of this Section.
H. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48
C.F.R. §§ 31.000- 31.703 will be used to determine the allow - ability of individual
items of cost.
I. CONSULTANT also agrees to comply with Federal procedures in accordance
with 49 C.F.R. §§ 18.1- 18.52, Uniform Administrative Requirements for Grants
and Cooperative Agreements to State and Local Governments.
J. Any costs for which payment was made to CONSULTANT that are determined
by subsequent audit to be unallowable under 48 C.F.R. §§ 31.000- 31.703 or 49
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C.F.R. §§ 18.1 - 18.52, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments, must be repaid by
CONSULTANT.
4. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit `B," which is
incorporated herein.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, inspection equipment, vehicles,
transportation, and calculations, and all other means whatsoever, except as herein
otherwise expressly specified to be furnished by CITY or Contractor, necessary or
proper to perform and complete the work and provide the professional services
required of CONSULTANT by this Agreement.
C. CONSULTANT will, in a professional manner, administer and document
construction activities in accordance with Federal, State, and Metropolitan
Transportation Authority ( "MTA ") practices and guidelines necessary or proper
to preserve CITY's funding reimbursements as required in each respective
cooperative agreement related to the Project.
D. CONSULTANT will, in a professional manner, administer and document
construction activities in accordance with Chapters 15 "Advertise and Award
Project," 16 "Administer Construction Contracts," and 17 "Project Completion"
of the Caltrans Local Assistance Procedures Manual (see:
http: // ruralits. org /hq /LocalPrograms /lam/lapm.htm); implementing all
management practices and guidelines necessary or proper to preserve CITY's
funding reimbursement requirements related to the Project.
5. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION.
CONSULTANT's DBE goal is five percent (5 %) while performing the Scope of
Services.
6. 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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7. PREVAILING WAGES.
A. Pursuant to Labor Code § 1720, and as specified in 8 California Code of
Regulations § 16000, CONSULTANT may be required to pay its workers
prevailing wages. It is CONSULTANT's responsibility to interpret and
implement any prevailing wage requirements and CONSULTANT agrees to pay
any penalty or civil damages resulting from a violation of the prevailing wage
laws.
B. In accordance with Labor Code § 1773.2, copies of the prevailing rate of per diem
wages are available upon request from CITY's Engineering Division or the
website for State of California Prevailing wage determination at
htlp://www.dir.ca.gov/DLSR/PWD. CONSULTANT must post a copy of the
prevailing rate of per diem wages at the job site.
C. CITY directs CONSULTANT's attention to Labor Code §§ 1777.5, 1777.6 and
3098 concerning the employment of apprentices by CONSULTANT or any
subconsultant.
D. Labor Code § 1777.5 requires CONSULTANT or subconsultant employing
tradesmen in any apprenticeship occupation to apply to the joint apprenticeship
committee nearest the site of the public works project and which administers the
apprenticeship program in that trade for a certificate of approval. The certificate
must also fix the ratio of apprentices to journeymen that will be used in the
performance of the contract. The ratio of apprentices to journeymen in such cases
will not be less than one to five except:
When employment in the area of coverage by the joint apprenticeship
committee has exceeded an average of 15 percent in the 90 days before the
request for certificate, or
ii. When the number of apprentices in training in the area exceeds a ratio of
one to five, or
iii. When the trade can show that it is replacing at least 1/30 of its
membership through apprenticeship training on an annual basis state -wide
or locally, or
iv. When CONSULTANT provides evidence that CONSULTANT employs
registered apprentices on all of his contracts on an annual average of not
less than one apprentice to eight journeymen.
V. CONSULTANT is required to make contributions to funds established for
the administration of apprenticeship programs if CONSULTANT employs
registered apprentices or journeymen in any apprenticeable trade on such
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contracts and if other consultants on the public works site are making such
contributions.
vi. CONSULTANT and any subconsultant must comply with Labor Code §§
1777.5 and 1777.6 in the employment of apprentices.
vii. Information relative to apprenticeship standards, wage schedules and other
requirements may be obtained from the Director of Industrial Relations,
ex- officio the Administrator of Apprenticeship, San Francisco, California,
or from the Division of Apprenticeship Standards and its branch offices.
E. CONSULTANT and its subconsultants must keep an accurate certified payroll
records showing the name, occupation, and the actual per diem wages paid to
each worker employed in connection with this Agreement. The record will be
kept open at all reasonable hours to the inspection of the body awarding the
contract and to the Division of Labor Law Enforcement. If requested by CITY,
CONSULTANT must provide copies of the records at its cost.
8. DISPUTES AND REMEDIES.
A. Claims, disputes, and other matters in question between the Parties arising out of
or relating to this Agreement or the breach thereof, must be resolved by the
following procedure:
CITY and CONSULTANT will exercise their best efforts to resolve
disputes through the development of a consensus. A meeting may be
requested by CITY or CONSULTANT at any time for the purpose of
resolving a dispute. A determination by CITY's Public Works Director
will be made within two (2) weeks after a meeting to resolve the dispute;
ii. If unresolved within thirty (30) days, then CITY's CITY manager, or
designee, will make a final determination;
iii. Following the CITY manager's final determination, the Parties may
submit any unresolved matters to non - binding mediation. The parties
may, but are not required to be, represented by counsel in mediation.
iv. If the Parties do not agree to mediation, or if mediation does not resolve
the Parties' dispute, the matter may be pursued in Los Angeles County
Superior Court.
B. The Parties' rights and remedies under this Agreement are in addition to any other
rights and remedies provided by law.
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9. ADDITIONAL WORK.
A. CITY's city engineer ( "Engineer ") may determine, at the Engineer's sole
discretion, that CONSULTANT must perform additional work ( "Additional
Work") to complete the Scope of Work. If Additional Work is needed, the
Engineer, with the City Manager's written approval, will give written
authorization to CONSULTANT to perform such Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Director with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
C. Payments over $10,000.00 for Additional Work must be approved by the City
Council. All Additional Work will be subject to all other terms and provisions of
this Agreement.
10. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that, to the best of
CONSULTANT's knowledge and belief, CONSULTANT has
i. Carefully investigated and considered the scope of 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.
11. TERM.
The term of this Agreement will be between May 6, 2005 and June 6, 2007. Unless
otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit `B ".
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B. Termination as stated in Section 16 of this agreement.
12. TIME FOR PERFORMANCE.
CONSULTANT will not perform any work under this Agreement until:
A. CONSULTANT furnishes proof of insurance as required under this Agreement;
and
B. CITY gives CONSULTANT a written, signed, and numbered purchase order in
addition to a written Notice to Proceed. This Agreement will supersede any
conflicting provisions included on the purchase order or notice to proceed issued
pursuant to this Agreement.
C. 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.
13. 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 City Engineer within forty -eight
hours (48 hours), in writing, of the cause and the extent of the delay and how such
delay interferes with the Agreement's schedule. The City Engineer will extend
the completion time, when appropriate, for the completion of the contracted
services.
14. 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.
15. TAXPAYER IDENTIFICATION NUMBER.
CONSULTANT will provide CITY with a Taxpayer Identification Number.
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16. 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.
17. PROJECT COORDINATION AND SUPERVISION.
A. CONSULTANT's professional services will be actually performed by, or
immediately supervised by Sean Rouhani, a professional (or professionals)
licensed to practice Construction Management Services in the State of California.
CONSULTANT'S Project Manager is responsible for job performance,
negotiations, contractual matters, and coordination with the CITY'S Project
Manager.
B. Should the Project Manager or Project Engineer be unable to complete his/her
respective responsibilities on any specific project assignment as set forth herein,
for any reason, he /she will be replaced by another qualified person approved by
the City Engineer.
18. 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.
19. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
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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" 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.
20. NOTICE OF BREACH AND OPPORTUNITY TO CURE.
Neither party will be deemed to be in breach of this Agreement based on a breach
that is capable of being cured until it has received written notice of the breach
from the other party. The party charged with breach will have fifteen (15) days
from the date of receiving such notice in which to cure the breach or otherwise
respond. If the circumstances leading to the charge that the Agreement was
breached have not been cured or explained to the satisfaction of the other party
within fifteen (15) days from the date on which the party received notice of
breach, the non - breaching party may terminate this Agreement.
21. 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. CITY will indemnify and hold CONSULTANT harmless for any use of
the work product other than as contemplated by this Agreement.
22. 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 City
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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.
23. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense costs for
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 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.
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. 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 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.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, and representatives.
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 this Agreement, 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.
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24. 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.
25. INDEPENDENT CONTRACTOR.
CITY and CONSULTANT agree that CONSULTANT will act as an independent
consultant and will have control of all work and the manner in which is it
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.
26. AUDIT OF RECORDS.
A. 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 four (4) years after termination or final
payment under this Agreement.
B. The state of California Federal Highway Administration ( "FHWA "), and any duly
authorized representative of the Federal government having jurisdiction under
Federal laws or regulations (including the basis of Federal funding in whole or in
part) will have access to any books, records, and documents of CONSULTANT
that are pertinent to the contract for audits, examinations, excerpts, and
transactions, and copies thereof shall be furnished if requested.
27. 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:
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Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Limits (combined single)
$1,000,000
$1,000,000
$1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
the most recent ISO -CGL Forms. 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 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. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. 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.
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
A.M. Best Company Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16
of this agreement..
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28. USE OF CONSULTANT.
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. The consultants listed in
Exhibit `B" are hereby approved.
29. 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.
30. 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:
CITY
Steve Finton, City Engineer
City of El Segundo
350 Main Street
El Segundo, CA 90245
Fax: (310) 640 -0489
CONSULTANT
Michael Tahan, Vice President
CALTROP Corporation
1037 West Ninth Street
Upland, CA 91786
Fax: (909) 931 -0061
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.
31. CONFLICT OF INTEREST.
CONSULTANT will comply with all conflict of interest laws and regulations
including, without limitation, CITY's conflict of interest regulations.
32. SOLICITATION.
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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.
33. 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.
34. ENTIRE AGREEMENT.
This Agreement, and its Attachments, sets for the entire understanding of the
parties. There are no other understandings, terms or other agreements expressed
or implied, oral or written. There are two (2) attachments to this Agreement.
This Agreement will bind and inure to the benefit of the parties to this Agreement
and any subsequent successors and assigns.
35. 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.
36. 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.
37. 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
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actions described herein. This Agreement may be modified by written amendment.
CITY's city manager, or designee, may execute any such amendment on behalf of
CITY.
38. ACCEPTANCE OF FACSIMILE 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 facsimile
transmission. Such facsimile signature will be treated in all respects as having the
same effect as an original signature.
39. TIME IS OF ESSENCE.
Time is of the essence for each and every provision of this Agreement.
40. 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
agency.
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r
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
a municipal - oration.
Mary tre , tf
City Manager
ATTEST:
i
Ci�d'vy- . y
APPP
MAR
CALTROP Corporation
Ap—'e4d-
S. Michael Tahan
Vice President
';4 . z
'Li Ada Marquez,
Corporate Secretary
Taxpayer ID No. 95- 44559048_
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