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CONTRACT 3977 Professional Services Agreement397 . PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND ELLASOTELO This AGREEMENT is entered into this 20th day of August, 2009, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and ELLA SOTELO, an individual ( "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 in the manner set forth in the attached Exhibit `B," which is incorporated by reference. CONSULTANT understands and agrees that funding for CONSULTANT's services are derived solely from the state of California's budget allocation to the Office of the Chief Information Officer, Public Safety Communications Division, 9 -1 -1 Emergency Communications Office. CITY is not obligated, under any circumstances, to pay CONSULTANT in the event CITY cannot be reimbursed by the state of California for any reason including, without limitation, for the State's failure to allocate monies to the Office of the Chief Information Officer, Public Safety Communications Division, 9 -1 -1 ZAGER ommunications Office. L-- CONSULTANT 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit "A," which is incorporated by reference. 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. -1- 3977•... 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. 4. 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 `B "). 5. NON - APPROPRIATION OF FUNDS. As set forth above, payments owed to CONSULTANT are dependent upon the state of California. At the time this Agreement was executed, both Parties understood that payments due and payable to CONSULTANT for Services are within the State's current budget and within an available, unexhausted and unencumbered appropriation of the state of California, Office of the Chief Information Officer, Public Safety Communications Division, 9 -1 -1 Emergency Communications Office. In the event the state of California has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will immediately terminate. Under no circumstances is CITY obligated to use CITY's own monies, whether through the General Fund or otherwise, to pay CONSULTANT. 6. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it 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. 7. TERM. The term of this Agreement will be from October 1, 2009 to September 30, 2010. This Agreement will automatically renew on its anniversary date unless terminated by either -2- Sy / 7 . s, • .a party before that date. Under no circumstances will the term of this Agreement be extended beyond five (5) years after its effective date. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 21 of this Agreement; and ii. CITY gives CONSULTANT a written notice to proceed. B. 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. 9. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below (check all that apply): A. ® Exhibit A: Scope of Work; B. ® Exhibit B: Schedule of Rates. 10. 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. 11. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 12. 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. 13. 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. -3- 39 77 . << . A 14. 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'S own cost; CITY will not be obligated to compensate CONSULTANT for such work. 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. 15. 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. 16. 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 public 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. 17. 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, volunteers, 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 -4- 39 77 . . 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 21, 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. 18. 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. 19. 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. 20. 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 -5- 3977.0,.3 transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 21. 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 (check all that apply): Type of Insurance Limits ® Commercial general liability: $1,000,000 B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. 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." D. 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 14. 22. USE OF SUBCONTRACTORS. 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. 23. 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: Fool If to CONSULTANT: Ella Sotelo 2202 Robruce Lane Hacienda Heights, CA 91745 3 9 7 7. 0• ,. If to CITY: City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Communication Center Manager 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. 24. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 25. 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. 26. 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. 27. 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. 28. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 29. 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 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. 30. 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. -7- 3977-,.•t 31. 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. 32. 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 executive manager, or designee, may execute any such amendment on behalf of CITY. 33. 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. 34. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 35. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 36. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 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 CITY. [Signatures on next page] -8- 3977.,,,4 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. APPRC MARK 0 Ella Sotelo Ella Sotelo Consultant Taxpayer ID No. On -file R2 3977.=,. EXHIBIT A Scope of Services A. The CONTRACTOR will serve as the Los Angeles 9 -1 -1 County Coordinator. CONTRACTOR must perform the duties set forth in the State of California, Office of the Chief Information Officer, Public Safety Communications Division, 9 -1 -1 Emergency Communication Office Operations Manual, Chapter VIII, County Coordinator and MSAG Responsibilities. Chapter VIII of the 9 -1 -1 Operations Manual, is attached hereto as Exhibit A -1 and incorporated herein by this reference. The specific duties to be performed by the CONTRACTOR include, without limitation, the following: 1. Act as a central point of contact for the phone companies and the State 9 -1 -1 Office. 2. Act as liaison between the telephone companies and Public Safety Answering Points (PSAP) within the county on issues related to call routing and jurisdictional boundaries. 3. Prepare Emergency Service Numbers (ESN) assignments for jurisdictions within the county. 4. Distribute ESN assignments to PSAPs in the county. 5. Arbitrate and resolve ESN boundary assignment problems between PSAPs. 6. Assign default ESNs on 9 -1 -1 trunk groups for telephone companies. 7. Annually review Master Street Address Guide (MSAG) printout for accuracy and/or changes. 8. Correct ESN assignments on the MSAG printout. 9. Conduct training sessions for the PSAP staff (i.e., MSAG reconciliation and MSAG change request form procedures). 10. Make copies of the MSAG or MSAG discrepancy list and distribute the list to each jurisdiction within the county. 11. Collect MSAG change forms from the PSAPs and monitor their reconciliation effort. 12. Review the MSAG change documents for accuracy and acquire the proper signatures. 13. Update MSAG changes received from PSAPs through the MSAG maintenance database. 14. Interface with the telephone companies for Automatic Location Identification (ALI) updates, inserts, changes, deletions and trouble reports involving misrouted calls. 15. Conduct periodic countywide meetings for county PSAP representatives to discuss items such as operational needs, MSAG, State policies and procedures, county policies and procedures, a telephone company's network or equipment changes, etc. 16. Work with the State 9 -1 -1 Office staff, the California Highway Patrol (CHP) and PSAPs, in the routing of wireless 9 -1 -1 calls. 3977•... EXHIBIT B SCHEDULE OF RATES A. CITY shall compensate CONTRACTOR for satisfactory performance of services rendered and expenses incurred under this Agreement. Compensation for services rendered will be based on the actual hours worked by CONTRACTOR at the hourly rates set forth below, in an amount not to exceed One Hundred Seventy Thousand Dollars ($170,000) for the first contact year. The maximum amount of compensation, hourly and expense rates for any extension(s) thereafter shall be specified in a properly executed and authorized written amendment to this Agreement. B. The maximum amount of compensation or the rate of compensation may be increased by written amendment to the Agreement at any time during the Agreement period should the CITY receive notification, in writing, from the State of California that the annual reimbursement commitment to the CITY has been increased. Hourly Rates: A. For the initial twelve (12) month period of this Agreement, the rate of compensation to CONTRACTOR shall be Fifty -Eight Dollars ($59.00) per hour. This hourly rate is inclusive of all overhead costs. If CONTRACTOR works less than one whole hour, compensation will be prorated in quarter -hour increments. B. For the second twelve (12) month extension option, the rate of compensation to CONTRACTOR shall be Fifty -Nine Dollars ($60.00) per hour. This hourly rate is inclusive of all overhead costs. If CONTRACTOR works less than one whole hour, compensation will be prorated in quarter -hour increments. C. For the third twelve (12) month extension option, the rate of compensation to CONTRACTOR shall be Sixty Dollars ($61.00) per hour. This hourly rate is inclusive of all overhead costs. If CONTRACTOR works less than one whole hour, compensation will be prorated in quarter -hour increments. D. For the forth twelve (12) month extension option, the rate of compensation to CONTRACTOR shall be Sixty -One Dollars ($62.00) per hour. This hourly rate is inclusive of all overhead costs. If CONTRACTOR works less than one whole hour, compensation will be prorated in quarter -hour increments. E. For the fifth twelve (12) month extension option, the rate of compensation to CONTRACTOR shall be Sixty -Two Dollars ($63.00) per hour. This hourly rate is inclusive of all overhead costs. If CONTRACTOR works less than one whole hour, compensation will be prorated in quarter -hour increments. 3977•..,. Reimbursable Expenses: A. Mileage Rates: CONTRACTOR shall be reimbursed for the direct costs of mileage for travel necessary to perform the duties under this Agreement. Mileage will be reimbursed at a cents - per -mile rate in an amount equal to the annual standard car mileage allowance as determined by the Internal Revenue Service ( "IRS "). The current rate set by the IRS is $0.55 per mile, effective November 24, 2008. B. Travel Rates: CONTRACTOR shall be reimbursed for direct costs of transportation, lodging, meals, and incidental expenses to undertake necessary out -of -town travel and/or overnight travel. 1. The class of air travel shall be limited to standard coach. The lack of seating on flights is justification only in the event that the travel had to be undertaken on very short notice through no fault of CONTRACTOR. 2. Meals and associated tips shall be limited to sixty -four dollars ($64.00) per day. (El Segundo Revised Per Diem Reimbursable Rate, effective October 1, 2008.) C. Other Rates: 1. Conference registration fees, and incidental expenses related to 9 -1 -1 County Coordinator business, and, annual membership dues to the National Emergency Number Association ( "NENA ") shall be reimbursed as outlined in pages 4 — 6 of the State of California, Office of the Chief Information Officer, Public Safety Communications Division, 911 Emergency Communications Office, 9 -1 -1 Operations Manual, Chapter III, Funding. Chapter III of the 9 -1 -1 Operations Manual, is attached hereto as Exhibit B -1 and incorporated herein by this reference. Disallowed Expenses: A. Should the State of California disallow any of the expenses submitted and refuse to provide reimbursement, CITY will in turn disallow payment for those same expenses to CONSULTANT. Immediately following notification of payment refusal from the State, the disallowed expenses will be withheld by CITY from the next payment to CONSULTANT.