CONTRACT 4780 Professional Services Agreement CLOSEDAgreement No. 4780
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
LANDRUM & BROWN, INC.
FOR
ACOUSTICAL TESTING AND SUPPLEMENTAL DESIGN SERVICES
FOR THE
RESIDENTIAL SOUND INSULATION PROGRAM
This AGREEMENT is entered into this � day ofk� 2015, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and
LANDRUM & BROWN, INC., a -A - _ Corporation. ( "CONSULTANT ").
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 a sum not to
exceed One hundred and five thousand, three hundred and forty dollars and no
cents ($105,340.00) 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.
2. SCOPE OF SERVICES,
A. CONSULTANT will perform services listed in the attached Exhibit `B," which is
incorporated herein.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
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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.
In consideration of the services to be provided by the CONSULTANT, the CITY will pay
CONSULTANT on the basis and in the amounts calculated in accordance with the rates
set forth in Schedule A. Compensation payable on a lump sum basis is payable in
monthly installments proportionate to the amount of work completed. Progress
payments, with detailed performance summary as shown in percentages for each line
item, must be made through the time and date where services were last performed.
Invoices for services must be submitted in accordance with percentages of completion of
each task identified in the Scope of Services Exhibit `B."
5. ADDITIONAL WORK.
A. CITY's Program Coordinator may determine, at the Program Coordinator's sole
discretion, that CONSULTANT must perform additional work ( "Additional
Work ") to complete the Scope of Work. If Additional Work is needed, the
Program Coordinator, with the City Manager's written approval, will give written
authorization to CONSULTANT to perform such Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Program Coordinator with written
notification that contains a specific description of the proposed Additional Work,
reasons for such Additional Work, and a detailed proposal regarding cost.
C. Payments over $105,340 for Additional Work must be approved by the City
Council. All Additional Work will be subject to all other terms and provisions of
this Agreement.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that CONSULTANT has
Carefully investigated and considered the scope of services to be
performed;
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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 February 4, 2015, to Sc tember 30 21115.
Unless otherwise determined by written amendment between the parties, this Agreement
will terminate in the following instances:
A. Completion of the work specified in Exhibit `B ";
B. Termination as stated in Section 15.
TIME FOR PERFORMANCE.
CONSULTANT will not perform any work under this Agreement until:
A. CONSULTANT furnishes proof of insurance as required under Section 23 of this
Agreement; and
B. CITY gives CONSULTANT a written, signed, and numbered purchase order in
addition to a written Notice to Proceed. This Agreement will supersede any
conflicting provisions included on the purchase order or notice to proceed issued
pursuant to this Agreement.
Ca Should CONSULTANT begin work in advance of receiving written authorization
to proceed, any such professional services are at CONSULTANT's own risk.
9. TIME EXTENSIONS.
Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY
may grant a time extension for the completion of the contracted services. If delay occurs,
CONSULTANT must notify the Program Coordinator within forty-eight (48) hours, in
writing, of the cause and the extent of the delay and how such delay interferes with the
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Agreement No. 4780
Agreement's schedule. The Program Coordinator will extend the completion time, when
appropriate, for the completion of the contracted services.
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. PROJECT COORDINATION AND SUPERVISION.
A. Alan Hass will be assigned as CONSULTANT'S Project Manager and will be
responsible for job performance, negotiations, contractual matters, and
coordination with the CITY'S Project Manager.
B. Should the Project Manager or Project Engineer be unable to complete his /her
respective responsibilities on any specific project assignment as set forth herein,
for any reason, he /she will be replaced by another qualified person approved by
the Program Coordinator.
14. 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.
15. TERMINATION,.
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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 termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
16. 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.
17. 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
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Agreement No. 4780
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.
18. 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.
19. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
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
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, except for such loss or damage arising from CITY's sole
negligence or willful misconduct.
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
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maintained by CONSULTANT as required by Section 23, 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.
20. 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.
21. 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.
22. 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.
23. 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:
Type of Insurance
Commercial general liability:
Professional Liability
Limits (cpan'bi�ned single')
$1,000,000
$1,000,000
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Business automobile liability $1,000,000
Workers compensation Statutory requirement.
Agreement No. 4780
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance coverage and to state that such insurance will be deemed
"primary" 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, Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. Professional liability insurance will name CITY, its officers, and employees as
additional insured on each policy. In addition, it will provide primary coverage
and contain a provision that any other policy that may afford coverage to CITY
will be deemed excess and not concurrent coverage.
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 15.
24. USE OF SUB - CONSULTANTS.
CONSULTANT must obtain CITY's prior written approval to use any sub - consultants
while performing any portion of this Agreement. Such approval must approve of the
proposed consultant and the terms of compensation. The sub - consultants listed in Exhibit
"B" are hereby approved.
25. INCIDENTAL TASKS.
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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.
26. NOTICES,
All communications to either party by the other party will be deemed made when
received by such parry at its respective name and address as follows:
CITY
CONSULTANT
James S. O'Neill
Alan G. Hass, P.E.
City of El Segundo
Landrum & Brown
350 Main Street
171 Milk Street, Suite 21
El Segundo, CA 93010
Boston, MA 02109
Phone: (310) 524 -2352
Phone: (619) 757 -7660
Fax: (310) 662 -4052
Fax: (513) 746 -2163
Email: j n ill d) egkaµma€lo�q
Email: has (ii )l�aiid���im- browri,com
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.
27. CONFLICT OF INTEREST„
CONSULTANT will comply with all conflict of interest laws and regulations including,
without limitation, CITY's conflict of interest regulations.
28. 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.
29. INTERPRETATION.
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Agreement No. 4780
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.
30. ENTIRE AGREEMENT.
This Agreement, and its Exhibits, set 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) Exhibits to this Agreement. This Agreement will bind and
inure to the benefit of the parties to this Agreement and any subsequent successors and
assigns.
31. 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.
32. 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.
33. 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.
34. 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.
35. TIME IS OF ESSENCE.
Time is of the essence for each and every provision of this Agreement.
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36. STATEMENT OF EXPERIENCE.
By executing this Agreement, CONSULTANT represents that it has demonstrated
trustworthiness and possesses the quality, fitness and capacity to perform the Agreement
in a manner satisfactory to CITY. CONSULTANT represents that its financial resources,
surety and insurance experience, service experience, completion ability, personnel,
current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing
the proposed contract and has a demonstrated capacity to deal fairly and effectively with
and to satisfy a public agency.
37. LIQUIDATED DAMAGES.
It is agreed to by all parties that:
A. Damage(s) will be incurred by the CITY (in terms of Program reputation,
inconvenience, lost productivity, additional administrative costs, delays to
anticipated construction, and potentially lost grant funding — both tangible and
intangible) whenever the CONSULTANT fails to complete work in accordance
with the Work description including, without limitation:
i. Delivery of completed test reports in accordance with the delivery dates
proposed by the CONSULTANT
B. The actual value of actual damage(s) to the CITY is very difficult, if not
impossible, to ascertain with any degree of certainty or accuracy.
C. Accordingly, the Parties negotiated and agreed that for each calendar day during
which the default occurs, CONSULTANT will pay the CITY as and for liquidated
damages, and not as a penalty, the following:
i. Twenty -five dollars ($25) for each and every calendar day beyond the
delivery dates of completed test reports for each Home:
D, CITY may deduct the amount of liquidated damages from any money due or that
may become due the CONSULTANT under the Agreement in cases where
liquidated damages are not paid to the CITY
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Agreement No. 4780
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO,
ATTEST:
Tr cy Wok cr,
ty Clerk' .
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
By: P
David H, fiat
Assistant City Attorney
LANDRUM & BROWN, INC.
rig rry ..a%�:
Presid -nt.
Dennis Peters ................._��
Vice President / Business Manager
Taxpayer ID No.
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61
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Agreement No. 4780
Acoustical Testing Schedule
City of El Segundo
Residential Sound Insulation Program
Home Time
1 8 :00 a.m. — 9:30 a.m.
2 9:30 a.m. —11:00 a.m.
3 11:00 a.m. —12:30 p.m.
Lunch 12:30 p.m. —1:30 p.m.
4 1:30 p.m. — 3:00 p.m.
5 3:00 p.m. — 4:30 p.m.
(Note: testing schedules allows for about 1 hour 20 minutes of testing and 10 minutes
travel time between properties.
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