CONTRACT 3201 Professional Services AgreementAgreement No. 3 Z U I - • - -
CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
RANDALL FUNDING & DEVELOPMENT, INC.
This AGREEMENT is entered into this I't day of July 2003, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and RANDALL
FUNDING & DEVELOPMENT, INC., a Delaware corporation ( "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 as set forth in
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 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. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public
official subject to the Political Reform Act of 1974 for purposes of this Agreement.
CONSULTANT agrees and warrants that it has no financial interests which may be materially
affected by the project for which the Initial Study, as specified in the SERVICES, is being
prepared. Such financial interests may include, without limitation, interests in business entities,
real property, or sources of income exceeding $250 received within the past year.
CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political
Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without
limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in
order to determine whether any conflict of interest would require CONSULTANT to refrain
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from performing the SERVICES or in any way attempting to use its official position to influence
the governmental decisions underlying the subject environmental clearances.
4. FAMILIARITY WITH WORK.. By executing this Agreement, CONSULTANT represents
that CONSULTANT has
A. Thoroughly 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.
5. TERM. The term of this Agreement will be from July 1, 2003, to June 30, 2005.
6. TIME FOR PERFORMANCE. CONSULTANT will not perform any work under this
Agreement until:
A. CONSULTANT furnishes proof of insurance as required under Section 19 of this
Agreement; and
B. CITY gives CONSULTANT a written notice to proceed.
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.
7. 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.
8. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
9. 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.
10. PROJECT COORDINATION AND SUPERVISION.
A. Daniel J. Randall is assigned as Contract Manager and will be responsible for job
performance, negotiations, contractual matters, and Will Easton is assigned as
Project Manager and will be responsible for coordination of grant writing projects
with CITY's Project Manager.
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B. Sgt. Carlos Mendoza is assigned as CITY's Project Manager and will be
personally in charge of and personally supervise or perform the technical
execution of the Project on a day -to -day basis on behalf of CITY and will
maintain direct communication with CONSULTANT's Project Manager.
11. 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.
12. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause. Notice of termination will be in writing.
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. 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).
D. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
E. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
13. 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.
14. 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
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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.
15. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional 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.
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, representatives, and certified volunteers.
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 19, 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.
16. 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.
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17. 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.
18. AUDIT OF RECORDS.
A. CONSULTANT agrees that CITY, or designee, has the right to review, obtain,
and copy all records pertaining to the performance of this Agreement.
CONSULTANT agrees to provide CITY, or designee, with any relevant
information requested and will permit CITY, or designee, access to its premises,
upon reasonable notice, during normal business hours for the purpose of
interviewing employees and inspecting and copying such books, records,
accounts, and other material that may be relevant to a matter under investigation
for the purpose of determining compliance with Government Code § 8546.7.
CONSULTANT further agrees to maintain such records for a period of three (3)
years following final payment under this Agreement.
B. CONSULTANT will keep all books, records, accounts and documents pertaining
to this Agreement separate from other activities unrelated to this Agreement.
19. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT must 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
Workers compensation
Limits (combined single)
$1,000,000
$1,000,000
$0
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 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 "primary"
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such that any other insurance that may be carried by City will be excess thereto.
Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88.
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 maintain the
insurance in effect for a period of three (3) years after this Agreement expires or
is terminated ( "extended insurance "). Such extended 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,
endorsements as required herein, 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.
20. 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.
21. 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.
22. 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 CONSULTANT
Daniel J. Randall, CEO
ESPD Randall Funding &Development, Inc.
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350 Main Street
El Segundo, CA 90245
Fax:
3201
Three Harbor Drive, Ste. 315
Sausalito, CA 94965
Fax: (415) 289 -1430
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.
23. 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.
24. 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. Notwithstanding the foregoing provisions, the State
of California may exercise the rights reserved for it under this Agreement to ensure compliance
with applicable California laws and regulations.
25. 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.
26. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There are three (3) 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.
27. EFFECT OF CONFLICT. In the event of any conflict, inconsistency, or incongruity
between any provision of this Agreement, its attachments, the purchase order, or notice to
proceed, the provisions of this Agreement will govern and control.
28. 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.
29. 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
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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.
30. 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.
31. 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.
32. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof
will be construed as both covenants and conditions, the same as if the words importing such
covenants and conditions had been used in each separate paragraph.
33. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
34. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, embargo, government action, civil or military authority, the natural elements, or
other similar causes beyond the Parties' control, then the Agreement will immediately terminate
without obligation of either party to the other.
35. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
36. 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.
[Signatures on next page]
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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, RANDALL FUNDING & DEVELOPMENT, INC.,
a general law city. a Delaware corporation.
e an a
City Maeager r 0W'r-*rWn
ATTEST:
C�
Cindy M esen,
City Clerk
F11
Secretary
N
City Attorney
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EXHIBIT A
COMPENSATION
CITY will pay CONSULTANT $5,000 due upon execution of this Agreement. In addition,
CITY will pay CONSULTANT $2,000 -$3000 per grant proposal authorized pursuant to this
Agreement. Payment is due to CONSULTANT upon receipt of Letter of Authorization (LOA).
In addition, CITY agrees to pay CONSULTANT an incentive payment in an amount equal to 5%
of all funding that CITY receives on grant proposals submitted by CONSULTANT not to exceed
$20,000 per award. CITY agrees to pay such amount within thirty (30) days after notification of
grant funding from the granting agency.
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EXHIBIT B
SCOPE OF WORK
1. Generally
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The services to be provided in this Agreement will be directed to one or more of the following
priority areas (collectively, "priority areas "):
• Public Safety;
• Homeland Security;
• Technology;
• Infrastructure;
• Other areas /departments, as mutually agreed upon by both parties.
2. Description of Work
A. CONSULTANT agrees to provide grant writing and funding services on
behalf of CITY. CONSULTANT agrees to provide any and all services required
to effectively achieve the objective of this Agreement. Any work conducted
outside the scope of this Agreement is subject to additional fees and no such
additional work shall be undertaken except pursuant to an amendment to this
Agreement signed by both parties.
B. Within thirty (30) days before or after execution of this Agreement,
CONSULTANT agrees to facilitate and conduct a on -site Needs Assessment to
identify the priority areas.
C. CONSULTANT will research potential funding sources for CITY to
identify potential grant funds for Client. CONSULTANT will advise CITY of
potential funding sources via a weekly "Federal Grants Alert."
D. CONSULTANT will conduct continued research during the term of this
Agreement and compile a report of grant funding sources as they become
available or are announced.
E. CONSULTANT will provide this information weekly to CITY in the
Federal Grants Alert.
F. CITY may review the Federal Grants Alert and contact CONSULTANT if
any sources listed address any of the priority areas.
G. CITY may elect to receive the Federal Grants Alert via electronic mail.
One copy of said alert will be furnished to CITY's Representative each week.
H. As soon as possible, and in all cases before CITY's authorization to
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prepare an application for funding, CONSULTANT will notify CITY of the
amount of matching funds, if any, which may be required from CITY in order to
qualify for an award of funding, or which may be required to complete tasks
identified in the objectives of a specific application.
I. The parties may discuss the potential funding sources and identify sources
of particular interest to CITY.
J. CONSULTANT will provide a copy of the Request for Proposal ( "RFP ")
for each funding source specified by CITY, such copy to be provided within five
(5) working days of request and subject to the availability of the RFP.
K. CITY understands that the RFPs contain all conditions, regulations, and
requirements associated with the grant for use of any funds awarded by the
funding source. CITY accepts responsibility for understanding the terms and
conditions and for complying with said terms and conditions.
L. CITY should review the requested RFPs within five (5) working days
from the date of CITY's receipt of RFPs, or by a time mutually agreed upon by
both parties.
M. After CITY's review, CITY must authorize CONSULTANT in writing to
prepare and submit an application ( "Letter of Authorization ") before
CONSULTANT prepares any application. CITY has the right to review and
approve any application that CONSULTANT prepares.
N. Both parties agree, that if in CONSULTANT's professional opinion
CONSULTANT's efforts are unlikely to result in securing funding for a specific
application, CONSULTANT can decline to pursue that application.
O. For any application authorized to be prepared by CONSULTANT,
CONSULTANT will collaborate with CITY to develop a program design for the
parameters of such grant application.
P. CONSULTANT must provide CITY with a written list of all information
reasonably necessary to submit the application.
Q. CITY should use its best efforts to provide CONSULTANT requested
materials within five (5) working days of the program design meeting, or by a
time mutually agreed upon by both parties.
R. "Provision of information" or "provision of requested materials" includes,
without limitation, the reasonable provision of complete and accurate disclosure
of financial, programmatic or other information CONSULTANT requests to
complete authorized applications.
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S. CONSULTANT is responsible to write grant applications identified by,
and in cooperation with, CITY.
T. CONSULTANT will review all potential funding opportunities with CITY
and receive written approval to submit applications from CITY, before any
solicitation efforts by CONSULTANT.
U. As CONSULTANT requests requisite supporting information from CITY,
CITY should use its best efforts to provide requested materials within seven (7)
working days, or within such other time mutually agreed upon by both parties.
V. Multi -year awards are included in calculating funds "received," to include
any and all funding sources authorized by CITY and solicited by
CONSULTANT under this Agreement. For example, a grant award of
$200,000 /year for a two -year period is considered an award of $400,000, and
incentive awards will be calculated based upon this $400,000.
3. CITY's responsibilities
A. CITY will comply with all reasonable requests of CONSULTANT and
provide access to public documents necessary for CONSULTANT to provide
services under this Agreement.
B. CITY understands the services offered and described in this Agreement
are time - sensitive, and CITY should with all CONSULTANT's informational
requests by ensuring CONSULTANT receives all reasonable requests for
information within the time period, as specified in this Agreement.
C. CITY will promptly notify CONSULTANT regarding receipt of
notification of grant award, grant rejection, or a request for more information that
is received by CITY from the funding agency. Whenever possible, CITY agrees
to provide CONSULTANT with copies of any letters, faxes or other notification
of any grant award or rejection received from the funding agency.
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