CONTRACT 3122 Professional Services Agreement CLOSEDAgreement No. 0 L° •
AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
CWA AIA, INC.
FOR
DESIGN OF INTERIOR MODIFICATIONS TO THE CITY LIBARAY
This AGREEMENT is entered into this 1st day of July, 2003, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and CWA AIA,
INC. ( "CONSULTANT ").
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 forty -three thousand dollars ($43,000) 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 "B," which is
incorporated herein.
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 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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4. 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:
i. 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.
5. 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.
6. 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
Director, 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.
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C. Payments over $43,000 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.
7. 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.
8. TERM. The term of this Agreement will be from July 1, 2003 to July 1, 2004. 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 ";
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE. CONSULTANT will not perform any work under this
Agreement until:
A. CONSULTANT furnishes proof of insurance as required under Section 24 of 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.
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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.
10. 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.
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. PROJECT COORDINATION AND SUPERVISION.
A. CONSULTANT's professional services will be actually performed by, or
immediately supervised by, a professional (or professionals) licensed to practice
architectural design in the State of California.
B. Mr. James Nardini will be assigned as CONSULTANT'S Project Manager and
will be responsible for job performance, negotiations, contractual matters, and
coordination with the CITY'S Project Manager.
C. 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.
15. 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
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other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16. 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
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.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17. 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.
18. 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,
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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.
19. 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 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.
20. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. 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.
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 Section 24, 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
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concerning indemnification.
21. 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.
22. 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 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.
23. 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 four (4) years
after termination or final payment under this Agreement.
24. 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
Commercial general liability:
Professional Liability
Business automobile liability
Limits (combined single)
$1,000,000
$1,000,000
$1,000,000
Workers compensation $1,000,000
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 1185 or 88. 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
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"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.
25. 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.
26. 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.
27. 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
Andres Santamaria
Director of Public Works
City Hall
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CONSULTANT
James Nardini
Vice President
CWA AIA, INC.
a 3,
G
350 Main Street 320 Arden Avenue, Suite 210
El Segundo, CA 90245 Glendale, CA 91203
Fax: (310) 640 -0489 Fax: 818- 240 -5456
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.
28. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
29. 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.
30. 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.
31. 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.
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.
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 city manager, or designee, may execute any such amendment on behalf of CITY.
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35. 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.
36. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
37. 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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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
a municipal c oration.
Mary e A
City anager
ATTEST:
—aggbaivnm C&)
Cindy M rtesen,
City Clerk
APPROVED
MARK D. H:
LIM
karl H. Berger
Assistant Cit/
.TTORNEY
Taxpayer ID No. A f ✓/ 7,
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Fee Schedule
Schematic and Development $6,300.00
Design Development $4,200.00
Construction Documents $2,168.88 V) 0004116
Bidding Phase $2,100.00
Construction Phase $8,400.00
Total Not to Exceed Fee: $4Z000.0 0
Reimbursable Estimated Estimated Not to Exceed: X1000.00
Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect
and Architect's employees and consultants directly related to the Project, as identified in the following Clauses:
a. Transportation in connection with the Project.
b. Fees paid for securing approval of authorities having jurisdiction overthe Project;
c. Reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service;
(Architect will give the Owner a one set of original specifications and electronic files or originals of drawings for their
use for duplications required for Bidding and Construction Phases.)
d. Renderings, models and mock -ups requested by the Owner;
e. Other similar direct Project- related expenditures.
The above fee includes, Architectural, Interior Design and Structural, Mechanical, Electrical Engineering Services.
Hourly Fee Schedule
Principal.............................................................................................................. ............................... $150.00
Directorof Discipline.. ......................................................................... ...................- ........... ........................ $150.00
Associate Architect /Project Arch itectlProject Manager ............................................................... _ ............ $100.00
Architect/Job Captain: .................................................................................................... ............................... $90.00
InteriorDesigner: ............... ........................................................................................................................... $90.00
ConstructionManager: ............ .................................................................................................................. $90.00
SeniorDraftsperson; ...................................................................................................... ............................... $80.00
Draftsperson: .............................................................._........................ ............................... ......._.................$65.00
JuniorDraftsperson: ....................................................................................... ....................................... ..... $55.00
Clerical: ............. ........................................................................................................................................ $45.00
Expenses
Automobile expenses are charged for vehiwlar travel to and from the project from CWA's office at the rate of
$34.5 per mile.
ARCHITECTURAL PLANNING INTERIOR DESIGN
Exhibit "B"
Scope of Service and Milestones
Schematic and Development (Four Weeks)
• Project kick off meeting
• Gather information and plans
Verify conditions
• Establish program requirements
• Identify project budget
• Analyze existing data /power capabilities
• Weekly progress meetings with staff
• Develop phasing strategy (If required)
• Design Space Plan Concepts
Furniture, Staff Service Desk, Staff Area /System Studies
City Review and Approval (Two Weeks - Estimate)
Design Development (Two Weeks)
• Finalize Space Plan Studies
• Select furniture, workstations, colors, and materials
Final Statement of Probable Cost.
Finalize Requirements
Prepare final documents, presentation materials as required
Weekly progress meetings (as required)
Review and Develop bid packages with owner
Final Design Development for City Approval and Review
City Review and Approval (Two Weeks - Estimate)
Construction Documents ( Four Weeks)
• Prepare Construction Documents
• Prepare Specifications
• Prepare FFE Bid packages
Plan Check and City Review (Two Weeks - Estimate)
Bidding Phase (Four Weeks - Estimate)
• Answer RFI (s)
• Review Bids
Construction Phase (Sixteen Weeks - Estimate)
• Attend meetings as required
• Answer RFI's
• Review Shop Drawings
• Review Progress Payments and Change Orders
• Final Punchlist