CONTRACT 3184 Professional Services Agreement CLOSED3181 •:.0
Agreement No.
AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
TINA GALL AND ASSOCIATES
This AGREEMENT is entered into this first day of July, 2003, by and between the CITY
OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and TINA GALL
(CONSULTANT). .
1. RECITALS. This Agreement is entered into with reference to the following facts,
objectives and understandings between the parties:
A. CITY is a recipient of Community Development Block Grant (CDBG) funds
through the County of Los Angeles. The CDBG program is funded by the U.S.
Department of Housing and Urban Development (HUD) pursuant to Title 1 of the
Housing and Community Development Act of 1984 as amended ( "ACT ").
B. CITY approved the provisions of federal funds under the ACT to be used to
provide professional services required under CITY's Community Development
Block Grant Program.
2. 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 an hourly rate
of $65.00 per hour for CONSULTANT's services. CITY may modify this
amount as set forth below. Unless otherwise specified by written amendment to
this Agreement, CITY will pay this sum as specified in the attached Exhibit "A,"
which is incorporated by reference.
3. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
are incorporated herein. CONSULTANT will utilize CITY Community
Development Block Grant (CDBG) funds to contract for CDBG Administrative
services for a three -year period beginning July 1, 2003 and ending June 30, 2006,
and subject to annual review.
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
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C. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
11. 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.
12. 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.
13. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT" own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 2(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
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F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
14. NOTICE OF BREACH AND OPPORTUNITY TO CURE. Neither party will be
deemed to be in breach of this Agreement based on a breach that is capable of being cured until
it has received written notice of the breach from the other party. The party charged with breach
will have fifteen (15) days from the date of receiving such notice in which to cure the breach or
otherwise respond. If the circumstances leading to the charge that the Agreement was breached
have not been cured or explained to the satisfaction of the other party within fifteen (15) days
from the date on which the party received notice of breach, the non - breaching party may
terminate this Agreement.
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. CITY will indemnify and hold
CONSULTANT harmless for any use of the work product other than as contemplated by this
Agreement.
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
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, employees and representatives
from and against any and all suits, actions, or claims, of any character
whatever, brought for, or on account of, any injuries or damages
sustained by any person or property resulting or arising from any
negligent or wrongful act, error or omission by CONSULTANT or
any of CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance. Should
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CITY be named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not, arising
out of this Agreement, or its performance, CONSULTANT will
defend CITY (at CITY's request and with counsel satisfactory to
CITY) and will indemnify CITY for any judgment rendered against it
or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, and representatives.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 25, 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
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least four (4) years
after termination or final payment under this Agreement.
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:
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Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits (combined single)
$1,000,000
$1,000,000
$1,000,000
$1,000,000
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B. Commercial general liability insurance will meet or exceed the requirements of ISO -
CGL Form No. CG 00 01 1185 or 88. The amount of insurance set forth above will be a
combined single limit per occurrence for bodily injury, personal injury, and property
damage for the policy coverage. Liability policies will be endorsed to name CITY, its
officials, and employees as "additional insureds" under said insurance coverage and to
state that such insurance will be deemed "primary" 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 1185 or 88, or equivalent. 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 01
06 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 and such other
evidence of insurance or copies of policies as may be reasonably required by CITY from
time to time. Insurance must be placed with insurers with a current A.M. Best Company
Rating equivalent to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at CONSULTANT's
expense and deduct the cost of such insurance from payments due to CONSULTANT
under this Agreement or terminate pursuant to Section 0.
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3184•.
22. CDBG REQUIREMENTS. During the performance of this Agreement, CONSULTANT
agrees to comply with the following federal provisions:
A. Executive Order 11246 requires that during the performance of this Agreement,
CONSULTANT agrees not to discriminate against any employee or applicant for
employment because of race, religion, sex color or national origin. CONSULTANT will
comply with all provisions of Executive Order 11246 of September 24, 1965 and of the
rules, regulations, and relevant orders of Secretary of Labor. CONSULTANT will furnish
all information and reports required by Executive Order 11246 of September 24, 1965,
and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto,
and will permit access to books, records and accounts by the AGENCY and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations and orders.
B. Title VI of the Civil Rights Act of 1964 provides that no person will, on the grounds
of race, color, or national origin, be excluded from participation in, be denied the benefits
of, or be subjected to discrimination under any program activity receiving federal
financial assistance.
C. Section 109, Title 1 of the Housing and Community Development Act of 1974
provides that no person in the United States will, on the grounds of race, color, national
origin, or sex be excluded from participation in, be denied the benefits of, or be subjected
to discrimination under any program or activity funded in whole or in part with funds
made available under this title.
D. Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973
prohibits discrimination on the basis of age or with respect to an otherwise qualified
handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973,
will also apply to any such program or activity.
E. CONSULTANT must also comply with all regulations of the Americans with
Disabilities Act (ADA) of 1990 (42 USC §§ 12101 et. seq.).
1 Section 3 of the Housing and Community Development Act of 1968, as
amended, 12 USC §§ 1701 et. seq., Compliance in the Provision of Training,
Employment and Business Opportunities requires that the work to be performed
under this Agreement is on a project assisted under a program providing direct
federal financial assistance from the Department of Housing and Urban
Development and is subject to the requirements of Section 3 of the Housing and
Urban Development Act of 1968, as amended, 12 USC § 1701u. Section 3
requires that, to the greatest extent feasible, opportunities for training and
employment be given to lower income residents of the project area and contract
for work in connection with the project be awarded to business concerns, which
are located in or owned in substantial part by persons residing in the area of the
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3184 .
project. The parties of this Agreement will comply with the provisions of said
Section 3 and the regulations issued pursuant thereto by the Secretary of Housing
and Urban Development set forth in 24 CFR § 135, and all applicable rules and
orders of the Department issued thereunder before executing this Agreement. The
parties to this Agreement certify and agree that they are under no contractual or
other disability that would prevent them from complying with these requirements.
2. Lobbying Certification. CONSULTANT must include the language of this
certification in all subcontracts; all subcontractors must certify and disclose
accordingly.
F. It is understood that each person/entity /firm who applies for a Community
Development Commission contract, and as part of that process, must certify that they are
familiar with the requirements of Los Angeles County Chapter 2.160 (Los Angeles
County Ordinance 93- 0031). Persons /entities /firms acting on behalf of the above named
firm must comply with the County Code. Any person/entity /firm seeking a contract with
Community Development Commission will be disqualified for such a contract; be denied
the contract; be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or
any other person or entity acting on behalf of the above named firm fails to comply with
the provisions of the County Code.
23. USE OF CONSULTANT. CONSULTANT must obtain CITY's prior written approval to
use any consultants while performing any portion of this Agreement. Such approval must
approve of the proposed consultant and the terms of compensation. The consultants listed in
Exhibit `B" are hereby approved.
24. 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.
25. 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
James Hansen, Director of Community,
Economic and Development Services
City of El Segundo
350 Main Street
El Segundo, CA 90245
Phone: (310) 524 -2300
CONSULTANT
Tina Gall, Principal
3945 Hollyline Avenue
Sherman Oaks, California 91423
Phone: (818) 205 -9878
Facsimile (818) 205 -9892
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
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actual delivery. Changes may be made in the names or addresses of persons to who notices are
to be given by giving notice in the manner prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27. 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.
28. 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.
29. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets for the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one (1 ) Attachment 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.
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 city 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.
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34. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
35. 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.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
a municipal c oration.
Mike Gordon, Mayor
It
ATTEST:
(0-9s"1W
Cindy ortesen,
City Clerk
APPROVED AS
MARK D. HEN,'.
IW
Warl H. Berger,
Assistant City )
t
TINA GALL,
an Individual.
Azz
Tina Gall, PrAcipal
Taxpayer ID No..
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EXHIBIT
SCOPE OF SERVICES
Tina Gall will provide professional Community Development Block Grant (CDBG)
consulting services for program administration, implementation and monitoring. The
proposed CDBG services to be offered are as follows:
• Provide technical assistance for the administration and implementation of
the City of El Segundo's CDBG projects and activities;
• Prepare Memorandums of Understanding with the Los Angeles County
Community Development Commission (CDC) including project
descriptions and budgets;
• Prepare and process amendments to Memorandums of Understanding for
continuing projects;
• Prepare and publish public hearing notices for citizen comment on all
proposed CDBG projects and allocation of funds;
• Coordinate and provide technical support and audit preparation for all
programmatic monitoring conducted by the Community Development
Commission, and draft responses to any monitoring findings or
concerns, including corrective action plans, if necessary. Consultant will
develop and maintain all necessary documentation for the Single Audit
Act, if applicable;
• Conduct CDBG programmatic and financial monitoring of all subrecipients;
Prepare and complete Community Development Commission reports and
documents including, but not limited to, the quarterly Comprehensive
Performance Report, Contractor /Subcontractor Activity Report, and labor
standards report;
• Prepare staff reports for City Council review and approval of CDBG
projects and budgets; and attend City Council meetings, as necessary;
• Assist City staff in the preparation of Request for Proposals for
professional services funded under the CDBG Program, to ensure
compliance with all federal procurement standards and guidelines;
• Provide CDBG financial management assistance, including preparation of all
reimbursable funding requisitions. This will include monthly review of the
City's revenue and expenditure reports and general ledger detail to ensure
consistency with CDBG annual project budgets, and maintenance of all
financial documentation of CDBG expenditures including invoices,
warrants, timesheets, etc;
• Davis -Bacon and Section 3 Monitoring for contract compliance for CDBG-
funded construction projects may be offered as part of project - related
activities;
• Represent the City and act as liaison to the Community Development
Commission;
• Ensure compliance with all applicable federal, state and local laws and policies
including maintaining current files of CDBG regulations and handbooks,
circulating relevant CDBG information and policy changes with all CDBG-
funded subrecipients, and attendance at all CDC - mandated CDBG
training workshops and/or, meetings;
• Provide on -site services at El Segundo City Hall, Department of Community,
Economic and Development Services, at least one day per week;
• Attend, when necessary, El Segundo City Council meetings, or other related
meetings upon request.
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