CONTRACT 4016 Professional Services Agreement CLOSED401fi.,,,
AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this 6th day of October, 2009,
between the CITY OF EL SEGUNDO, a municipal corporation, hereinafter
referred to as "City" and MWW Group hereinafter referred to as "Consultant ".
This Agreement shall be in full force and effect through September 30, 2010,
unless extended by mutual agreement of City and Consultant. In consideration
of the mutual covenants and conditions set forth herein, the parties agree as
follows:
1. SCOPE OF SERVICES. Consultant agrees to perform the services
set forth in Exhibit "A" "SCOPE OF SERVICES" and made a part hereof.
Consultant represents and warrants that it has the qualifications,
experience and facilities to property perform said services in a thorough,
competent and professional manner and shall, at all times during the term
of this Agreement, have in full force and effect, all licenses required of it by
law, including, but not limited to, a valid El Segundo Business License.
Consultants shall begin its services under this Agreement on October 1,
2008. Consultant shall complete each of the services set forth in Exhibit A
to the City's satisfaction. If the City is not satisfied with any such services,
the Consultant shall work on such matter until the City approves of the
service. Further, Consultant shall complete the services set forth in Exhibit
A strictly according to the schedule provided therein.
Additionally, Consultant shall provide the services specified in Exhibit A in
compliance with the following conditions: All work performed by
Consultant shall be directed through the City Manager or designee; all
work requested of Consultant by the City shall be directed by the City
Manager or designee; consultant shall submit periodic reports of work
product and progress on stated goals outlined in Exhibit A to the City
Manager not less frequently than once each month.
2. STATUS OF CONSULTANT. Consultant is and shall at all times
remain as to the City a wholly independent contractor. The personnel
performing the services under this Agreement on behalf of Consultant
shall at all times be under Consultant's exclusive direction and control.
Neither City nor any of its officers, employees or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees
or agents, except as set forth in this Agreement. Consultant shall not at
any time or in any manner represent that it or any of its officers,
employees or agents are in any manner officers, employees or agents of
the City. Consultant shall not incur or have the power to incur any debt,
obligation or liability whatever against City, or bind City in any manner.
Consultant shall not disseminate any information or reports gathered or
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created pursuant to this Agreement without the prior written approval of
City except information or reports required by government agencies to
enable Consultant to perform its duties under this Agreement.
3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS.
Consultant shall keep itself informed of applicable local, state and federal
laws and regulations which may affect those employed by it or in any way
affect the performance of its services pursuant to this Agreement.
Consultant shall observe and compLr` with all such laws and regulations
affecting its employees. City and its officers and employees, shall not be
liable at law or in equity as a result of any failure of Consultant to comply
with this section. Without limiting the foregoing, Consultant shall not
expend any funds in violation of: California Constitution, Article 16, Section
6; Government Code, Section 81000 et. seq. ( "Political Reform Act "); or
any other federal or state law governing the expenditure of public funds.
Consultant shall be solely responsible for submittal of all documents,
forms and other information that may be required by all applicable
agencies as a result Contractor's performing the services specified in this
Agreement.
4. PERSONNEL. Consultant shall make every reasonable effort to
maintain the stability and continuity of Consultant's staff assigned to
perform the services hereunder and shall obtain the approval of the City
Manager of all proposed staff members performing services under this
Agreement prior to any such performance.
5. COMPENSATION AND METHOD OF PAYMENT. Compensation
to the Consultant shall be paid as a fixed monthly retainer not to exceed
seven thousand two hundred and fifty dollars ($7,250) per month.
Payments shall be made in approximately thirty (30) days after receipt of
each invoice as to all non - disputed fees. If the City disputes any of
consultant's fees it shall give written notice to Consultant in 30 days of
receipt of an invoice of any disputed fees set forth on the invoice.
6. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not
be compensated for any services rendered in connection with its
performance of this Agreement which are in addition to those set forth
herein or listed in Exhibit "A ", unless such additional services are
authorized in advance and in writing by the City Manager. Consultant
shall be compensated for any additional services in the amounts and in
the manner as agreed to by City Manager and Consultant at the time
City's written authorization is given to Consultant for the performance of
said services.
7. ASSIGNMENT. All services required hereunder shall be performed
by Consultant, its employees or personnel under direct contract with
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Consultant. Consultant shall not assign to any subcontractor the
performance of this Agreement, nor any part thereof, nor any monies due
hereunder, without the prior written consent of City Manager.
8. FACILITIES AND RECORDS. City agrees to provide: suitably
equipped and furnished office space, public counter, telephone, and use
of copying equipment and necessary office supplies for Consultant's on-
site staff, if any. Consultant shall maintain complete and accurate records
with respect to sales, costs, expenses; receipts and other such information
required by City that relate to the' performance of services under this
Agreement. Consultant shall maintain adequate records of services
provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible.
Consultant shall provide free access to the representatives of City or its
designees at reasonable times to such books and records, shall give City
the right to examine and audit said books and records, shall permit City to
make transcripts therefrom as necessary, and shall allow inspection of all
work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
9. TERMINATION OF AGREEMENT. This Agreement shall expire on
September 30, 2010, unless extended by mutual agreement of City and
Consultant. The City upon 30 days written notice or 120 days by
contractor written notice may terminate with or without cause this
Agreement. In the event of such termination, Consultant shall be
compensated for non - disputed fees under the terms of this Agreement up
to the date of termination.
10. COOPERATION BY CITY. All public information, data, reports,
records, and maps as are existing and available to City as public records,
and which are necessary for carrying out the work as outlined in the
Scope of Services, shall be furnished to Consultant in every reasonable
way to facilitate, without undue delay, the work to be performed under this
Agreement.
11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of,
or in the event of termination, suspension or abandonment of, this
Agreement, all original maps, models, designs, drawings, photographs,
studies, surveys, reports, data, notes, computer files, files and other
documents prepared in the course of providing the services to be
performed pursuant to this Agreement shall, become the sole property of
City. With respect to computer files, Consultant shall make available to
the City, upon reasonable written request by the City, the necessary
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computer software and hardware for purposes of accessing, compiling,
transferring and printing computer files.
12. RELEASE OF INFORMATIONICONFLICTS OF INTEREST.
A. All information gained by Consultant in performance of this
Agreement shall be considered confidential and shall not be released by
Consultant without City's prior written authorization excepting that
information which is a public record and subject to disclosure pursuant to
the California Public Records Act, Government Code, 6250, et se g.
Consultant, its officers, employees, agents or subcontractors, shall not
without written authorization from the City Manager or unless requested by
the City Attorney, voluntarily provide declarations, letters of support,
testimony at depositions, response to interrogatories or other information
concerning the work performed under this Agreement or relating to any
project or property located within the City. Response to a subpoena or
court order shall not be considered "voluntary" provided Consultant gives
City notice of such court order or subpoena.
If Consultant or any of its officers, employees, consultants or
subcontractors does voluntarily provide information in violation of this
Agreement, City has the right to reimbursement and indemnity from
Consultant for any damages caused by Consultant's conduct, including
the City's attorney's fees.
Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons,
complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court
order or subpoena from any party regarding this Agreement and the work
performed thereunder or with respect to any project or property located
within the City. City retains the right, but has no obligation, to represent
Consultant and /or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests
provided by Consultant. However, City's right to review any such
response does not imply or mean the right by City to control, direct, or
rewrite said response.
B. Consultant covenants that neither they nor any officer or
principal of their firm has any interest in, or shall they acquire
any interest, directly or indirectly which will conflict in any
manner or degree with the performance of their services
hereunder. Consultant further covenants that in the
performance of this Agreement, no person having such
interest shall be employed by them as an officer, employee,
agent, or subcontractor without the express written consent
of the City Manager.
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13. DEFAULT. In the event that Consultant is in default of any
provision of this Agreement, City shall have no obligation or duty to
continue compensating Consultant for any work performed after the date
of default and can terminate this Agreement immediately by written notice
to the Consultant.
14, INDEMNIFICATION. Consultant agrees to the following:
A. Indemnification for Professidnal Services. Consultant will save
harmless and indemnify, including, without limitation, City's defense costs
(including reasonable attorney's fees), 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.
B. 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.
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
will survive termination of this Agreement.
E. 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.
F. Consultant represents it is skilled in the professional calling
necessary to perform the services and duties agreed to hereunder by
Consultant, and City relies upon the skills and knowledge of Consultant.
Consultant shall perform such services and duties consistent with the
standards generally recognized as being employed by professionals
performing similar service in the State of California.
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G. Consultant is an independent contractor and shall have no authority
to bind City nor to create or incur any obligation on behalf of or liability
against City, whether by contract or otherwise, unless such authority is
expressly conferred under this agreement or is otherwise expressly
conferred in writing by City.
CONSULTANT HAS READ THIS SECTION 14 IN ITS ENTIRETY
AND KNOWINGLY AND WILLINGLY ACCEPTS THE
OBLIGATIONS CONTAINED HEREIN.
15. INSURANCE.
A. Insurance Requirements. Consultant shall provide and
maintain insurance acceptable to the City Attorney in full force and effect
throughout the term of this Agreement, against claims for injuries to
persons or damages to property which may arise from or in connection
with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers
with a current A.M. Best's rating of no less than A:VII. Consultant shall
provide the following scope and limits of insurance:
(a) Minimum Scope of Insurance. Coverage shall be at
least as broad as:
(i) Insurance Services Office form Commercial
General Liability coverage (Occurrence Form
CG 0001).
(ii) Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability,
including code 1 "any auto" and endorsement
CA 0025, or equivalent forms subject to the
written approval of the City.
(iii) Workers' Compensation insurance as required
by the Labor Code of State of California and
Employer's Liability insurance and covering all
persons providing services on behalf of the
Consultant and all risks to such persons under
this Agreement. (Not needed if Self - employed
with no employees.)
(iv) Errors and omissions liability insurance
appropriate to the Consultant's profession.
(b) Minimum Limits of Insurance. Consultant shall
maintain limits of insurance no less than:
(i) General Liability: $1,000,000 per occurrence for
bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form
with a general aggregate limit is used, either the
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general aggregate limit shall apply separately to the
activities related to this Agreement or the general
aggregate limit shall be twice the required occurrence
limit.
(ii) Automobile Liability: Including owned, non -
owned and hired vehicles for bodily injury and
property damage with (See cover letter (page
1) for actual dollar level Requirements):
0 At least $1,000,000 per occurrence.
❑ $100,000 - $300,000 per occurrence.
❑ As required by State Statutes. A copy
of your current policy must be submitted
naming yourself and or your company.
(iii) Workers' Compensation and Employer's
Liability: Workers' Compensation as required
by the Labor Code of the State of California
and Employers Liability limits of $1,000,000 per
accident.
(Iv) Errors and Omissions or Malpractice or
Professional Liability: At least $1,000,000
per occurrence.
B. Other Provisions. Insurance policies required by this
Agreement shall contain the following provisions:
(a) All Policies. Each insurance policy required by this
paragraph 15 shall be endorsed and state the coverage shall
not be suspended, voided, canceled by the insurer or either
party to this Agreement, reduced in coverage or in limits
except after 30 days' prior written notice by Certified mail,
return receipt requested, has been given to the City.
(b) General Liability and Automobile Liability
Coverages.
(I) City, its officers, officials, and employees and
volunteers are to be covered as additional insureds as
respects: liability arising out of activities Consultant
performs, products and completed operations of
Consultant; premises owned, occupied or used by
Consultant, or automobiles owned, leased or hired or
borrowed by Consultant. The coverage shall contain
no special limitations on the scope of protection
afforded to City, its officers, officials, or employees.
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(iii) Consultant's insurance coverage shall be
primary insurance as respect to City, its officers,
officials, employees and volunteers. Any insurance or
self insurance maintained by City, its officers, officials,
employees or volunteers shall apply in excess of, and
not contribute with, Consultant's insurance.
(ili) Consultant's insurance shall apply separately
to each insured against whom claim is made or suit is
brought, except with respect to the limits of the
insurer's liability."
(v) Any failure to comply with the reporting or other
provisions of the policies including breaches of
warranties shall not affect coverage provided to
the City, its officers, officials, employees or
volunteers.
(c) Workers' Compensation and Employer's Liability
Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of
subrogation against City, its officers, officials, employees
and agents for losses arising from work performed by
Consultant for City.
C. Other Requirements. Consultant agrees to deposit with
City, at or before the effective date of this contract,
certificates of insurance necessary to satisfy City that the
insurance provisions of this contract have been complied
with. The City Attorney may require that Consultant furnish
City with copies of original endorsements effecting coverage
required by this Section. The certificates and endorsements
are to be signed by a person authorized by that insurer to
bind coverage on its behalf. City reserves the right to
inspect complete, certified copies of all required insurance
policies, at any time.
(a) Consultant shall furnish certificates and
endorsements from each subcontractor identical to those
Consultant provides.
(b) Any deductibles or self- insured retentions must be
declared to and approved by City. At the option of the City,
either the insurer shall reduce or eliminate such deductibles
or self - insured retentions as respects the City, its officers,
officials, employees and volunteers; or the Consultant shall
procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and
claims.
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(c) The procuring of such required policy or policies of
insurance shall not be construed to limit Consultant's liability
hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.
16. ENTIRE AGREEMENT. This Agreement is the complete, final,
entire and exclusive expression of the Agreement between the parties
hereto and supersedes any and all other agreements, either oral or in
writing, between the parties with respect to the subject matter herein.
Each party to this Agreement acknowledges that no representations by
any party which are not embodied herein and that no other agreement,
statement, or promise not contained in this Agreement shall be valid and
binding.
17. GOVERNING LAW. The City and Consultant understand and
agree that the laws of the State of California shall govern the rights,
obligations, duties and liabilities of the parties to this Agreement and also
govern the interpretation of this Agreement. Any litigation concerning this
Agreement shall take place in the Los Angeles County Superior Court.
18. ASSIGNMENT OR SUBSTITUTION. City has an interest in the
qualifications of and capability of the persons and entities who will fulfill
the duties and obligations imposed upon Consultant by this Agreement. In
recognition of that interest, neither any complete nor partial assignment of
this Agreement may be made by Consultant nor changed, substituted for,
deleted, or added to without the prior written consent of City. Any
attempted assignment or substitution shall be ineffective, null, and void,
and constitute a material breach of this Agreement entitling City to any
and all remedies at law or in equity, including summary termination of this
Agreement.
18. MODIFICATION OF AGREEMENT. The terms of this Agreement
can only be modified in writing approved by the City Council and the
Consultant. The parties agree that this requirement for written
modifications cannot be waived and any attempted waiver shall be void.
20. AUTHORITY TO EXECUTE. The person or persons executing this
Agreement on behalf of Consultant warrants and represents that
he /she /they has /have the authority to execute this Agreement on behalf of
his /her /their corporation and warrants and represents that he /she /they
has /have the authority to bind Consultant to the performance of its
obligations hereunder.
21. NOTICES. Notices shall be given pursuant to this Agreement by
personal service on the party to be notified, or by written notice upon such
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4016. ._
party deposited in the custody of the United States Postal Service
addressed as follows:
Cam:
Jack Wayt
City of El Segundo
350 Main Street
El Segundo, California 90245 -3895
Telephone (310) 524 -2301
Facsimile (310) 322 -7137
Consultant:
Coby King
MWW Group
660 South Figueroa Street, Suite 1400
Los Angeles, CA 90017
Telephone (213) 486 -6560
Facsimile (213) 486 -6501
The notices shall be deemed to have been given as of the date of
personal service, or three (3) days after the date of deposit of the same in
the custody of the United States Postal Service.
22. SEVERABILITY. The invalidity in whole or in part of any provision
of this Agreement shall not void or affect the validity of the other provisions
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed the day and year first above written.
Company N e: MWW Grou
By
Title SSeS
'J�
ATTEST:
Ok�A'em�
Cindy Mortesen
City Clerk
AP VED AST FO
r—
Mark D. Hensley
City Attorney
aJJ
EXHIBIT A
September 24, 2009
To. Jack Wayt
City Manager
Fm Coby King
Senior Vice President & General Manager /Los Angeles
RE Continued Public Affairs Work on LAX Issues
MWW Group is pleased to continue to serve as advisor to the City of El Segundo (the City or E1
Segundo) on issues relating to Los Angeles World Airports (LAWA) and Los Angeles International
airport (LAX).
With South Airfield issues mostly resolved, it is in the City's interest to remain actively engaged on
North Airfield issues, in particular how and when improvements to the Northside are planned and
implemented. Special attention needs to be paid to the dynamic between improvements that
address the legitimate safety issues which exist on the Northside, and LAWA's desire to make
improvements to fully accommodate the New Large Aircraft which are now operating at LAX.
it is our belief that while safety -only improvements can be implemented relatively quickly, efforts
by LAWA to implement broader improvements will be met with fierce resistance by both the
Westchester residential and business communities, and will be delayed for a long period of time.
It is in the city's interest that any improvements on the Northside be made as quickly as possible.
Additionally, as airport improvements are implemented, it is important to keep the channels of
communication open with LAWA as to any possible impacts on E1 Segundo and its residents. I will
continue to be a leading part of this dialogue between El Segundo and LAWA on resolving LAX
operational issues. We will continue to work with all parties to attempt to resolve concerns over
runway selection and early turns on the South Airfield.
We will continue to serve as E1 Segundo's representative to LAWA and City of Los Angeles officials
on all matters concerning LAX and its future. We are also working with appropriate offices of the
Los Angeles County Board of Supervisors. We will also continue to attend all meetings of the
Specific Plan Advisory Committee as well as the myriad of other meetings that are held concerning
LAX issues.
We also realize the importance of continuing to push the City of Los Angeles to "make good" on its
commitments to regionalize air service at its Ontario Airport as well as to push other
municipalities to do their part in meeting regional aviation demand as well. We will continue to be
an advocate for E1 Segundo in this regard. To this end, we will continue to help coordinate and
actively participate in the regular regionalization meetings between LAWA and the "Petitioners"
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from the settlement. We are also working with the City of Palmdale in connection with their
takeover of Palmdale Airport.
In addition, we are pleased to be able to bring our expertise in transportation issues to the Green
Line extension and the proposed Crenshaw Transit Corridor, as well as the Harbor Subdivision, As
these issues directly relate to LAX ground transportation issues, including the proposed LAX
People Mover, we see this as well within our scope.
Please let me know if you have any questions. Thank you.
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