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CONTRACT 3136 Professional Services Agreement CLOSED3130•..' AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this e _ day of _A?9.tL. , 2003, between the CITY OF EL SEGUNDO, a municipal corporation, hereinafter referred to as "City" and the RoccRS4 pssoc.ikTc-s hereinafter referred to as "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 properly 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 APR I L % 2003. 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. 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 (1) PSA - $10,000 and above value - City Manager 2 against City, or bind City in any manner. Consultant shall not disseminate any information or reports gathered or created pursuant to this Agreement without the prior written approval of City except information orreports 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 comply 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. 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 as set forth in Exhibit "B" hereto and made a part hereof. 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 (1) PSA - $10,000 and above value - City Manager 3 said services. 7. ASSIGNMENT. All services required hereunder shall be performed by Consultant, its employees or personnel under direct contract with 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. B. 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. The Consultant's performance hereunder shall be completed by J u,� 1; Zo©3 at which time this agreement shall terminate. 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. (1) PSA - $10,000 and above value - City Manager 4 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 computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 12. RELEASE OF INFORMATION /CONFLICTS 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 3 6250, et seg. 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. (1) PSA - $10,000 and above value - City Manager 5 4, 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 reim- bursement 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. 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. 6 (1) PSA - $10,000 and above value - City Manager 14. INDEMNIFICATION. A. 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. B. 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. City, its elected and appointed officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees ") shall have no liability to Consultant or to any other person for, and Consultant shall indemnify, defend, protect and hold harmless the Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims "), which the Indemnitees may suffer or incur or to which the Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of or allegedly caused by the performance or failure to perform by Consultant of Consultant's services under this agreement or the negligent or willful acts or omissions of Consultant, its agents, officers, directors or employees, in performing any of the services under this agreement. If any action or proceeding is brought against the Indemnitees by reason of any of the matters against which Consultant has agreed to indemnify the Indemnitees as (1) PSA - $10,000 and above value - City Manager 7 above provided, Consultant, upon notice from the CITY, shall defend the Indemnitees at Consultant's expense by counsel acceptable to the City. The Indemnitees need not have first paid any of the matters as to which the Indemnitees are entitled to indemnity in order to be so indemnified. The insurance required to be maintained by Consultant under paragraph 15 shall ensure Consultant's obligations under this paragraph 14(b), but the limits of such insurance shall not limit the liability of Consultant hereunder. The provisions of this paragraph 14(b) shall survive the expiration or earlier termination of this agreement. The Consultant's indemnification does not extend to Claims occurring as a result of the City's negligent or willful acts or omissions. 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). Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and (1) PSA - $10,000 and above value - City Manager 8 a n q 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 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): ❑ At least $1,000,000 per occurrence. ❑ At least $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 (1) PSA - $10,000 and above value - City Manager 9 (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. (ii) 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. (1) PSA - $10,000 and above value - City Manager 10 (iii) 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. (iv) 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. (1) PSA - $10,000 and above value - City Manager 11 - s I ' d bii4a (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. (1) PSA - $10,000 and above value - City Manager 12 19. 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. 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 party deposited in the custody of the United States Postal Service addressed as follows: Cam. City of El Segundo City Clerk's office 350 Main Street, Room 5 El Segundo, California 90245 -3895 Telephone: (310) 524 -2307 Facsimile: (310) 615 -0529 Consultant. Attention: 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 (1) PSA - $10,000 and above value - City Manager 13 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. 23. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 24. NO THIRD PARTY BENEFICIARY. This Agreement and every provision herein is 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. 25. 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. 26. 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 and will be interpreted as being drafted jointly by the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Company Name: 0 By: Title: hkt Phone: ,o-�� -b-- Fax: S�OS�- e -mail: 1 d0�) ON�ReS�vC.0 Title: Phone: Fax: e-mail: Signatures continued on next page. (1) PSA - $10,000 and above value - City Manager 14 CITY O SE NDO: Cit ager ,mss APPROVED AS TO CONTENT: PSA Originator /Contact initials APP Mark V. Hens City Attorney/ IJ/ (1) PSA - $10,000 and above value - City Manager 15 EXHIBIT A SCOPE OF SERVICES Rogers and Associates (Consultant) will customize an environmental education program for the City of El Segundo (the City) designed to teach the City's families and children about environmental stewardship in their local area. This program will leverage existing media opportunities and school /community outreach components of the County of Los Angeles' award - winning Environmental Defenders program. Prior to beginning all project work, Consultant will meet with the City to finalize this proposal's content and implementation plan. The program will include the following elements: Consultant will conduct a customized school assembly program at each of the City's elementary schools (St. Anthony, Richmond Street, Center Street), reinforcing the Three R's (Reduce, Reuse and Recycle) and storm water pollution prevention. Such outreach will include prizes and giveaways for students, teachers and administrators. Consultant will participate in the City's Annual Hometown Fair in the Spring of 2003 by providing a booth with Environmental Defenders characters Al Luminum and Poly Ethelyne. The booth will engage children and families in interactive environmental games with prizes and educational information. The City will be a partner of 'A Our Planet," KNBC's and the County of Los Angeles' on -air and online environmental education campaign. The 'A Our Planet" program provides tips, news items and promotions around environmental awareness, as well as a customized 'A Our Planet" Web site to Los Angeles County residents. As part of the community outreach portion of the program, the City will receive the following: o 25 15- second on air sponsorships to be included during an environmental message (statistic or tip) with mention of the City by name, its logo, tagline and Web site or 1 -800 number • Two month logo inclusion on "4 Our Planet" Web site reaching more than 3 million users each month • Inclusion of the City's Hometown Fair announcement on the 'A Our Planet's" online community calendar. • On air coverage of either one of the City's schools conducting the Environmental Defenders assembly program or of one local entity engaged in an environmental preservation /conservation effort. 7 1 ..a 4 EXHIBIT B TERMS OF PAYMENT Consultant will provide the services shown in Exhibit A for a cost not to exceed $40,000. This amount will be paid in three installments, based on completion of the following schedule of deliverables: $5,000 — Customized school assembly program at each of the City's elementary schools (St. Anthony, Richmond Street, Center Street). $5,000 — Participation in the City's Annual Hometown Fair in Spring 2003 with staffed Environmental Defender booth, Sort and Save game, and giveaways. $30,000 - Purchase and coordination of City's ad buy as part of KNBC's "4 Our Planet" initiative with the County of Los Angeles. Deliverable will be billed by R &A when a media purchase invoice has been received by KNBC.