CONTRACT 3383 Professional Services Agreement CLOSED3783 .
AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into this 1St day of October, 2004,
between the CITY OF EL SEGUNDO, a municipal corporation, hereinafter
referred to as "City" and Urban Dimensions hereinafter referred to as
"Consultant ". This Agreement shall be in full force and effect through March 31,
2005, unless extended by mutual agreement of City and Consultant. In
consideration of the mutual covenants and conditions set forth herein, the parties
agree as follows:
1. SCOPE OF SERVICES. Consultant agrees to perform the services
set forth in Exhibit "A" "SCOPE OF SERVICES" and made a part hereof.
Consultant represents and warrants that it has the qualifications,
experience and facilities to 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 dated October
1, 2003 and amended May 1, 2004. Consultant shall perform each of the
services set forth in Exhibit A to the City's satisfaction. Further, Consultant
shall complete the services set forth in an amended Exhibit A, dated May
2004, strictly according to the schedule provided therein.
Additionally, Consultant shall provide the services specified in Exhibit A in
compliance with the following conditions: All work performed by
Consultant shall be directed through the City Manager or designee; all
work requested of Consultant by the City shall be directed by the City
Manager or designee; consultant shall submit periodic reports of work
product and progress on stated goals outlined in Exhibit A to the City
Manager not less frequently than once each month.
2. STATUS OF CONSULTANT. Consultant is and shall at all times
remain as to the City a wholly independent contractor. The personnel
performing the services under this Agreement on behalf of Consultant
shall at all times be under Consultant's exclusive direction and control.
Neither City nor any of its officers, employees or agents shall have control
over the conduct of Consultant or any of Consultant's officers, employees
or agents, except as set forth in this Agreement. Consultant shall not at
any time or in any manner represent that it or any of its officers,
employees or agents are in any manner officers, employees or agents of
the City. Consultant shall not incur or have the power to incur any debt,
obligation or liability whatever against City, or bind City in any manner.
Consultant shall not disseminate any information or reports gathered or
created pursuant to this Agreement without the prior written approval of
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City except information or reports required by government agencies to
enable Consultant to perform its duties under this Agreement.
3. CONSULTANT'S KNOWLEDGE OF APPLICABLE LAWS.
Consultant shall keep itself informed of applicable local, state and federal
laws and regulations which may affect those employed by it or in any way
affect the performance of its services pursuant to this Agreement.
Consultant shall observe and 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. Without limiting the foregoing, Consultant shall not
expend any funds in violation of: California Constitution, Article 16, Section
6; Government Code, Section 81000 et. seq. ( "Political Reform Act "); or
any other federal or state law governing the expenditure of public funds.
Consultant shall be solely responsible for submittal of all documents,
forms and other information that may be required by all applicable
agencies as a result Contractor's performing the services specified in this
Agreement.
4. PERSONNEL. Consultant shall make every reasonable effort to
maintain the stability and continuity of Consultant's staff assigned to
perform the services hereunder and shall obtain the approval of the City
Manager of all proposed staff members performing services under this
Agreement prior to any such performance.
5. COMPENSATION AND METHOD OF PAYMENT. Compensation
to the Consultant shall be paid as a fixed monthly retainer not to exceed
eight thousand dollars ($8,000) per month. Payments shall be made in
approximately thirty (30) days after receipt of each invoice as to all non -
disputed fees. If the City disputes any of consultant's fees it shall give
written notice to Consultant in 30 days of receipt of an invoice of any
disputed fees set forth on the invoice.
6. EXPENSES — It is understood that Consultant may incur expenses
during the performance of work specified in "Exhibit A" that are not
included in the retainer paid to Consultant by City (e.g., printing costs for
materials distributed by Consultant, postage for public meeting
announcements, meeting room fees, and other related expenses). Upon
approval of City Manager, Consultant may submit such expenses to City
for reimbursement. All requests for reimbursement must be accompanied
by valid original invoice or receipt from vendor providing service on behalf
of Consultant. No expense shall be reimbursed by City in the event
Consultant has not obtained prior approval from City Manager. In no
event, shall such requests for reimbursement exceed one - thousand
dollars ($1,000.00) per month.
7. ADDITIONAL SERVICES OF CONSULTANT. Consultant shall not
be compensated for any services rendered in connection with its
performance of this Agreement which are in addition to those set forth
herein or listed in Exhibit "A ", unless such additional services are
authorized in advance and in writing by the City Manager. Consultant
shall be compensated for any additional services in the amounts and in
the manner as agreed to by City Manager and Consultant at the time
City's written authorization is given to Consultant for the performance of
said services.
7. ASSIGNMENT. All services required hereunder shall be performed
by Consultant, its employees or personnel under direct contract with
Consultant. Consultant shall not assign to any subcontractor the
performance of this Agreement, nor any part thereof, nor any monies due
hereunder, without the prior written consent of City Manager.
8. FACILITIES AND RECORDS. City agrees to provide: suitably
equipped and furnished office space, public counter, telephone, and use
of copying equipment and necessary office supplies for Consultant's on-
site staff, if any. Consultant shall maintain complete and accurate records
with respect to sales, costs, expenses, receipts and other such information
required by City that relate to the performance of services under this
Agreement. Consultant shall maintain adequate records of services
provided in sufficient detail to permit an evaluation of services. All such
records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible.
Consultant shall provide free access to the representatives of City or its
designees at reasonable times to such books and records, shall give City
the right to examine and audit said books and records, shall permit City to
make transcripts therefrom as necessary, and shall allow inspection of all
work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
9. TERMINATION OF AGREEMENT. This Agreement shall expire on
March 31, 2005, unless extended by mutual agreement of City and
Consultant. The City upon 30 days written notice or 90 days by contractor
written notice may terminate with or without cause this Agreement. In the
event of such termination, Consultant shall be compensated for non -
disputed fees under the terms of this Agreement up to the date of
termination.
10. COOPERATION BY CITY. All public information, data, reports,
records, and maps as are existing and available to City as public records,
and which are necessary for carrying out the work as outlined in the
Scope of Services, shall be furnished to Consultant in every reasonable
way to facilitate, without undue delay, the work to be performed under this
Agreement.
11. OWNERSHIP OF DOCUMENTS. Upon satisfactory completion of,
or in the event of termination, suspension or abandonment of, this
Agreement, all original maps, models, designs, drawings, photographs,
studies, surveys, reports, data, notes, computer files, files and other
documents prepared in the course of providing the services to be
performed pursuant to this Agreement shall, become the sole property of
City. With respect to computer files, Consultant shall make available to
the City, upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling,
transferring and printing computer files.
12. RELEASE OF INFORMATION /CONFLICTS OF INTEREST.
A. All confidential information gained by Consultant in
performance of this Agreement shall not be released by Consultant
without City's prior written authorization excepting that information which is
a public record and subject to disclosure pursuant to the California Public
Records Act, Government Code. 6250, et se g. Consultant, its officers,
employees, agents or subcontractors, shall not without written
authorization from the City Manager or unless requested by the City
Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning
the work performed under this Agreement or relating to any project or
property located within the City. Response to a subpoena or court order
shall not be considered "voluntary" provided Consultant gives City notice
of such court order or subpoena.
If Consultant or any of its officers, employees, consultants or
subcontractors does voluntarily provide information in violation of this
Agreement, City has the right to reimbursement and indemnity from
Consultant for any damages caused by Consultant's conduct, including
the City's attorney's fees.
Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons,
complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court
order or subpoena from any party regarding this Agreement and the work
performed thereunder or with respect to any project or property located
within the City. City retains the right, but has no obligation, to represent
Consultant and /or be present at any deposition, hearing or similar
proceeding. Consultant agrees to cooperate fully with City and to provide
City with the opportunity to review any response to discovery requests
provided by Consultant. However, City's right to review any such
response does not imply or mean the right by City to control, direct, or
rewrite said response.
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(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. Specifically, in this
connection, Consultant shall not provide any services to any other
person, organization, public entity, or business that relates to airports
in the Southern California region without the express written consent of
the City. 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 with the express
written consent of the City.
13. DEFAULT. In the event that Consultant is in default of any
provision of this Agreement, City shall have no obligation or duty to
continue compensating Consultant for any work performed after the date
of default and can terminate this Agreement immediately by written notice
to the Consultant.
14. INDEMNIFICATION. Consultant agrees to the following:
A. Indemnification for 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.
B. Indemnification for other Damages. Consultant indemnifies and
holds City harmless from and against any claim, action, damages, costs
(including, without limitation, attorney's fees), injuries, or liability, arising
out of this Agreement, or its performance. Should City be named in any
suit, or should any claim be brought against it by suit or otherwise,
whether the same be groundless or not, arising out of this Agreement, or
its performance, Consultant will defend City (at City's request and with
counsel satisfactory to City) and will indemnify CITY for any judgment
rendered against it or any sums paid out in settlement or otherwise.
C. For purposes of this section "City" includes City's officers, officials,
employees, agents, representatives, and certified volunteers.
D. It is expressly understood and agreed that the foregoing provisions
will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage
to be maintained by Consultant as required by this Agreement, and any
approval of said insurance by City, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
Consultant pursuant to this Agreement, including, without limitation, to the
provisions concerning indemnification.
F. Consultant represents it is skilled in the professional calling
necessary to perform the services and duties agreed to hereunder by
Consultant, and City relies upon the skills and knowledge of Consultant.
Consultant shall perform such services and duties consistent with the
standards generally recognized as being employed by professionals
performing similar service in the State of California.
G. Consultant is an independent contractor and shall have no authority
to bind City nor to create or incur any obligation on behalf of or liability
against City, whether by contract or otherwise, unless such authority is
expressly conferred under this agreement or is otherwise expressly
conferred in writing by City.
CONSULTANT HAS READ THIS SECTION 14 IN ITS ENTIRETY
AND KNOWINGLY AND WILLINGLY ACCEPTS THE
OBLIGATIONS CONTAINED HEREIN.
15. INSURANCE.
A. Insurance Requirements. Consultant shall provide and
maintain insurance acceptable to the City Attorney in full force and effect
throughout the term of this Agreement, against claims for injuries to
persons or damages to property which may arise from or in connection
with the performance of the work hereunder by Consultant, its agents,
representatives or employees. Insurance is to be placed with insurers
with a current A.M. Best's rating of no less than A:VII. Consultant shall
provide the following scope and limits of insurance:
(a) Minimum Scope of Insurance. Coverage shall be at
least as broad as:
(1) Insurance Services Office form Commercial
General Liability coverage (Occurrence Form
CG 0001).
(ii) Insurance Services Office form number CA
0001 (Ed. 1/87) covering Automobile Liability,
including code 1 "any auto" and endorsement
CA 0025, or equivalent forms subject to the
written approval of the City.
(iii) Workers' Compensation insurance as required
by the Labor Code of State of California and
Employer's Liability insurance and covering all
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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.)
(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.
$100,000 - $300,000 per occurrence.
As required by State Statutes. A copy
of your current policy must be submitted
naming yourself and or your company.
(iii) Workers' Compensation and Employer's
Liability: Workers' Compensation as required
by the Labor Code of the State of California
and Employers Liability limits of $1,000,000 per
accident.
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.
(1) 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.
(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.
B. 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) 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.
(b) The procuring of such required policy or policies of
insurance shall not be construed to limit Consultant's liability
hereunder nor to fulfill the indemnification provisions and
requirements of this Agreement.
16. ENTIRE AGREEMENT. This Agreement is the complete, final,
entire and exclusive expression of the Agreement between the parties
hereto and supersedes any and all other agreements, either oral or in
writing, between the parties with respect to the subject matter herein.
Each party to this Agreement acknowledges that no representations by
any party which are not embodied herein and that no other agreement,
statement, or promise not contained in this Agreement shall be valid and
binding.
17. GOVERNING LAW. The City and Consultant understand and
agree that the laws of the State of California shall govern the rights,
obligations, duties and liabilities of the parties to this Agreement and also
govern the interpretation of this Agreement. Any litigation concerning this
Agreement shall take place in the Los Angeles County Superior Court.
18. ASSIGNMENT OR SUBSTITUTION. City has an interest in the
qualifications of and capability of the persons and entities who will fulfill
the duties and obligations imposed upon Consultant by this Agreement. In
recognition of that interest, neither any complete nor partial assignment of
this Agreement may be made by Consultant nor changed, substituted for,
deleted, or added to without the prior written consent of City. Any
attempted assignment or substitution shall be ineffective, null, and void,
and constitute a material breach of this Agreement entitling City to any
and all remedies at law or in equity, including summary termination of this
Agreement.
18. MODIFICATION OF AGREEMENT. The terms of this Agreement
can only be modified in writing approved by the City Council and the
Consultant. The parties agree that this requirement for written
modifications cannot be waived and any attempted waiver shall be void.
20. AUTHORITY TO EXECUTE. The person or persons executing this
Agreement on behalf of Consultant warrants and represents that
he /she /they has /have the authority to execute this Agreement on behalf of
his /her /their corporation and warrants and represents that he /she /they
has /have the authority to bind Consultant to the performance of its
obligations hereunder.
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21. NOT ICES. 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:
C
Jeff Stewart
City of El Segundo
350 Main Street
El Segundo, California 90245 -3895
Telephone (310) 524 -2334
Facsimile (310) 322 -7137
Consultant:
Denny Zane
Urban Dimensions
506 Santa Monica Boulevard, Suite 223
Santa Monica, CA 90401
Telephone (310) 899 -6767
Facsimile (310) 899 -6765
The notices shall be deemed to have been given as of the date of
personal service, or three (3) days after the date of deposit of the same in
the custody of the United States Postal Service.
22. SEVERABILITY. The invalidity in whole or in part of any provision
of this Agreement shall not void or affect the validity of the other provisions
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed the day and year first above written.
CompanP y Name: Urban Dimensions
By
Title Q lv ,C-,L
CITY F EL EGUND
M 6k
ayor
ATTEST:
Cindy Mortestan
City Clerk
APPRO D AS TO FORM•
Mark . Hensley
City Attorney
rr,� iJ
URBAN DIMENSIONS
gTR.ATEGIC SERVICES, PUBLIC AFFAIRS & COMMUNICATIONS
506 Santa Monica Blvd., Ste 223, Santa Monica, CA 90401 310- 899 -6767 PHONE 310 - 899 -6765 FAX
Work Plan
for the City of El Segundo
Effective October 2004 through March 2005
Primary Objectives:
• Maintain regional coalition supporting a 78 MAP capacity limit at LAX and implementation of a
regional airport plan.
• Work to maintain SCAG commitment to LAX at 78 map and regional airport system
• Collaborate with El Segundo's consulting team to develop and secure legally enforceable constraints
on LAX capacity
• Develop strategy to effectively counter the LAX Master Plan if adopted without legally enforceable
capacity constraints.
• Assure SCAG 2004 RTP implementation work to support regional airport plan and facilitate
development of appropriate regional airports, particularly, Inland Empire airports.
• Work to build consensus among regional allies regarding the appropriate course of regional aviation
development.
• Identify legislative opportunities to advance aviation objectives and resist legislative efforts that
compromise these objectives.
• Maintain presence in press and media of our regional approach and objectives.
1. Regional Airport Plan: Advance strategies to facilitate the implementation of a regional airport
plan in Southern California through promoting and integrating Inland Empire airports into Los
Angeles' air cargo industry, government and media awareness. Participate at SCAG to ensure
improvement projects that facilitate the appropriate distribution of passengers and cargo to
Inland Empire airports per the 2004 Regional Transportation Plan.
■ Develop strategies to advance the awareness of the potential for Inland Empire airports by
the members of the Los Angeles City Council.
■ Develop strategies to advance the visibility of Inland Empire airports in the Southern
California media market.
■ Develop workable incentives and other strategies that will stimulate the air cargo industry to
move or add operations to the Inland Empire
2. Issue Research and Development: Provide the substantive underpinning to our strategies by
conducting research into issues and developing alternative policy choices to advance.
3. LAX Master Plan Alternative D /Consensus Plan: Work to ensure that any LAX Master Plan
adopted by the LA City Council contains legally enforceable constraints that limit LAX to the
capacity of its existing facilities, which is estimated at 78 MAP. Develop strategy to effectively
counter the LAX Master Plan if adopted without legally enforceable capacity constraints.
WORK PLAN FOR THE CITY OF EL SEGUNDO 3 S 8 3 • . .
EFFECTIVE OCTOBER 2004 THROUGH MARCH 2005
■ Monitor and assess developments in Alt. D and alternative plans; develop response to
plan elements and alternative approaches to advance as needed; manage press inquiries
and develop appropriate responses
■ Maintain consultation with local and regional allies and constituencies.
■ Collaborate with El Segundo's consulting team to implement appropriate strategies to
ensure LAX capacity limits.
4. SCAG: Participate in monthly meetings of the Aviation Task Force. Prepare strategies and
responses to aviation issues to ensure that a constrained LAX and the regional airport plan are
preserved in the 2004 Regional Transportation Plan. Prepare and advance strategies to facilitate
development of regional airports, particularly, Inland Empire airports.
■ Monitor SCAG Transportation & Communications Committee, and Regional Council
agenda/meetings; report concerns and recommendations to the City; Intercede on issues
that impact regional airport plan
■ Maintain relationships with TCC /RC members
■ Advance Maglev /High -speed rail strategies that facilitate the regional airport plan;
5. Regional Coalition Development: Maintain relationship with regional coalition participants to
maintain common directions; mobilize participation as needed at SCAG, on state and federal
issues, etc;
• Maintain liaison with coalition partners on the LAX Master Plan and provide counsel and
advice to El Segundo about handling any differences in approach that may arise between El
Segundo and its coalition partners on Master Plan issues.
6. Aviation Issues Committee Staff: Act as staff for Mayor Kelly McDowell, Chair of the South
Bay Cities Council of Governments Aviation Issues Committee. Schedule and coordinate
speakers and presentations, prepare agendas, staff meetings and draft meeting minutes.
7. Federal and State issues: Monitor developments on state and federal level that affect
LAX/regional airport planning; consult with El Segundo's lobbyists; prepare responses as
determined and directed; mobilize regional and local coalition on state and federal issues;
8. Press and Media Outreach: Continue to shape the debate on LAX expansion, regional airport
plan. Work to maintain interest of regional press and media in LAX issue and El Segundo and
regional coalition leadership; prepare op -eds for publication in local media; coordinate
interviews /appearances as needed.
9. Collaborate with El Segundo Consulting Team: Continue collaboration with El Segundo's
Consulting Team on key LAX issues as needed.
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