CONTRACT 5300 Professional Services Agreement CLOSED Agreement No. 5300
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
TOYER STRATEGIC CONSULTING,LLC
This AGREEMENT is entered into this GIJf J' day of March, 2017, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and TOYER
STRATEGIC CONSULTING,a Washington limited liability company("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 a sum not to
exceed six thousand, two hundred fifty dollars ($6,250) for CONSULTANT's
services. CITY may modify this amount as set forth below. Unless otherwise
specified by written amendrncnt to this Agreement, CITY will pay
CONSULTANT at intervals 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"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.
3. PERFORMANCE STANDARDS. While performing this AVi ent, 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.
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Agreement No. 5300
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY with a progress report on the tasks
outlined in the project scope,as set forth in Exhibit A.
S. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the evert the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK,
A. CITY's city manager ("Manager") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ("Additional
Work') to complete the Scope of Work. If Additional Work is needed, the
Manager 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 Manager 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 for Additional Work that would cause the total arnotwt of the
Agreement to exceed $25,000 must be approved by CITY's city council. All
Additional Work will be subject to all other terms and provisions of this
Agreement.
7. FAMILIAkUTY 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 periartned;and
iii. Understands the facilities, difficulties, and restrictions attewling
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 coudi.tions that may
materially affect the performwice of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed excW at
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Agreement No. 5300
CONSULT 's own risk until written instructions are received from CITY.
8. TERM. The term of this Agreement will be for one (1) year. This Agreement will
automatically renew, on an annual basis, on its anniversary date unless otherwise terminated.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the works in Exhibit W;
13. Termirtation as stated in Section 16,
9. TIME FOR PERFIORMANCE.
A. CONSULTANT will not perfbm any work under this Agreement until:
im. CONSULTANT ftimishes proof of insurance as required under Section 23
of this Agreement;and
ii. CITY gives CONSULTANT a written notice to proceed.
& Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed,any such professional services am at CONSULTANT's
own risk,
10. TIME, EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULT 's control,CITY may grant a time extension for the completion of the contracted
services. If delay occurs, CONSULTANT must notify the Martager within forty-eight hours(48
hours),in writing,of the cause and the extent of the delay and how such delay interfem with the
Agreement's schedule. The Manager will extend the completion time, when appropriate, for the
completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, *0 Main
body of Us Agreement takes precedence over the attwhed Extibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A. Scope of Work and Fee Schedule.
12. 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 audiorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be dotermined in accordance with written agreement between the parties.
13. TAXPAYER I DYNTI FI'CATION NUMBER. CONSULTANT will provide CITY with a
'faxpayer Identification Number.
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Agreement No. 5300
14.PERNIITS 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.
15.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 some or any
other term, covenant,or condition contained in this Agreement,whether of the same or different
character.
16. TERAIUNATION.
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 eil:ective
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 terninated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17.OWNERSHIP OF DOCUMENTS. All doctmrents, data, studies, drawings,maps,models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
property. CONSULTANT may retain copies of said docunents 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. 5300
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 DOCUI'VIEN'TS. 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 Agreernent, 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 magaAnes, will be approved and
distributed solely by CITY,unless otherwise provided by written agreem,ent between the parties.
19.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
® Indemnftation for Professional Services. CONSULTANT win 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.
u. Indemx#kvdon 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, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. 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 twderstood and agreed, that the foregoing provisions will survive
termination of this A „ em ,nt.
D. The requirements as to the types and limits of insurance coverage to be
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Agreement No. 5300
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, dwtmments, 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.
23.INSURANCE.
A. Before commencing performna mc;e 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:
gyve of insurance Limits
Commercial general liability: $1,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
the most recent ISO-COL Form. The amount of insurance set forth above will be
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Agreement No. 5300
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" wider said
insurance coverage and to state that such insurance will be dmmca,l `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, 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 renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such 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.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92,including symbol l (Any Auto).
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:VIl."
F. Should CONSULTANT,for any reason,fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such covenige at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
24.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.
25.NOTICES. All corxrrranucations to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
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Agreement No. 5300
H U') 0NS )t JANT� If to CITY:
Tover Strategic Consulting,Lff (_;qty of T"'l Set�,andn
3705 Colby Avenue, Suite 3 .350 Main Stn�et
Everett, WA 98201 Ll Segundo,C\- 90245
425-344-1523 jkttention.. Barbara Voss
Any such written communications by niafl will be conclusively deomed to have becti r civcd by
the addressee upon devo%t thereof m the T-1nited States Mall, postage prepaid and properly
addressed as notod above.. In all other instances, notices wifl be d given at the time of
actual delivery. Changes may be made in the name.,;or addrcsses or persons to whom notices are
to W given by giving nodw. in the manner prescribed in this paragraph
26. CONFLICT OF INTEREST, CUNSULIANI will cry pity '%Xith ill C*nffict of intere"O
laws and regrWatioms includin& without limitation,C!TY's conflict ofirytem%legulalions,
27, SOLICH'ATION, CONSULTANT uiaiataiiis and warrants that it has not employW nur
retained any company or persoin, other than CONSU I • ANT's hona fide cmp Nagy m, to solicit or
secure this Agreement. Further, CLINSULTANT warranis that it has not paid nor has it agreed
to pay any icompany or peers. other than C NSWA AN 's bona fide employee, any fee,
commission, percentage, brokerage fee gift or other comnderation confirigmt upon or result"ng
Cram the award or maldng of this Agreenn+.nl. Should k'ON'SLA.,TANT breach ir violate this
warrasity. CITY may rescind this Agreemomt without liability,
28, TIHRJD PARTY BENEFICIAREEiS.. Ibis Agreement and every provision herein is
generally for the exclusive benefit of C NSULI ANT and CITY and not for the benefit of any
other l3 arty. There will be no ftwidental or other beneficiaries of any of CONSULTANT'S Or
Cad 's obligations under this Agreement.
29.INTERPRETATION This Agreement was drafted in, and will 1w exuts"ed in a=rdmice
vAth the laws of the State of Califorriia, and exclusive venuc for any action involving this
agreement wfll be in Los Angeles County
30, C: NCB WrTH LAW CONSULTANT agrees to compl) w1h all fed state,
and local laws applicable to this Agreement,
21.ENTIRE AGREEMENT This Agreement, and its Exhibit sets forth the entire
understanding of the parLies. There are nu other miderstandings, t or other agreements
expressed or hnpUeda onal or written, flie•e is chne (1,N Exhibit to this Agreement, T1'6',s
Agreemcni will bind and inure to the beneht of the patties to this Agrezment and any subsequent
5uCcesson, and 4ssignb,
32. RULES OF CONSTRUCTION. Lach Party had the oppoitunity to independently review
this Agreement with legal counsel. Accordingly, this 4,gre erne ent will be crams simply, as a
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Agreement No. 5300
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
33.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.
34.AUTHORITYIMODI 'ICATION. 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 wnendrnent on behalf of CITY.
35.ACCEPTANCE OF ELECTRONIC 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 electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature
will be treated in all respects as having the same effect as an original signature.
36.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
37.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should perfor . ice 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.
39.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has d'emonstra'ted 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]
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Agreement No. 5300
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
I CIT'�' O. EL 8 , UNDO TOYER STRATEGIC CONSULTING,
I 4T'1',0 9E LLC
L
a -,8 cn�
le iia�d Toyer
an*" Its:Founder
fin,
C an, r
ATTEST-
&f. Taxpayer II)No.
v wg'era
"
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y ,i
APPR()VED AS TO FORM:
for
Mark D. Hensley.,,.)
City Attorney
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Agreement No. 5300
+
REVISED OPOSL FOR SERVICES
CITY OF EL SIEGUNDO ECONOMIC DMLOPMENT
PROPOSED PROJECT STAFFING
This project would be managed,performed and completed by David Toyer.
PROJECT SCOPE
To complete the project objectives,the Consultant proposes the following general scope of work:
• Consultant review of current city strategic plan and EDAC economic development strategy
• Initial phone interviews(30-45 minutes)with two City Council representatives and four to six roemhers of
the EDAC.
• Two pre-planning sessions by phone(30-45 minutes)with City Economic Development Manager,a City
Council representative,Chair of the EDAC and the City Manager(a/k/a"the advisory group').
• One logistics call(15-30 minutes)with the City Economic Development Manager prior to initial facilitated
session to set final location details,etc.
• Consultant to meet one on one(45 minutes each)with each of the five members of City Council.
• Consultant hold a facilitated session with the members of EDAC,City Manager:and Economic Development
Manager.
• Consultant will develop an initial outline to discuss with the advisory group post-session.
• Consultant meeting by phone(45-60 minutes)with the advisory group to discuss post-session reactions
and feedback,observations and clarifications.
• Consultant preparation of draft framework,
• Consultant to present draft framework to a joint City Council and EDAC meeting and facilitate Finalizing the
framework.
• Consultant will prepare a final framework report and any accompanying'final'recommendations that will
be delivered to the CIient(electronically unless otherwise defined).
• Consultant will coordinate a call(30-60 minutes)with Client and/or Client's representatives to answer any
final questions or discuss further the final recommendations.
PROJECT TIMING (ESTIMATE)
Engagement(Contract Signed): March 20
Consultant Start: March 20
Approx.Date of Facilitated Session: April 121h or April 191h
Target Presentation Date: April 19th or May 17th
Approx.Project Completion: May 17tb
PROJECT BUDGET&ASSUMPTIONS
1. Consultant will charge Client a fixed fee of$6250 for the project,which includes Consultant's rime,
expertise,office supplies,and general and travel expenses.
1. Consultant shall receive an initial payment of 50°x6 of consultant fee within 14 days of engagement with
remaining balance payable within 30 days of receipt of a final Invoice.
2. City is responsible for securing venue,paying any rental fees,media/projection fees and etc.that may be
related to the holding of the facilitated planning sessions.
3. City is responsible for providing any food,refreshments or etc.during the facilitated sessions.
INEWMMMOMMONOMMENINAVENNONNOMM
Agreement No. 5300
CLIENT AUTHORIZATION TO PROCEED
Dated thWTAayof Mar.C6 2017
I»m. �N MswNtG 1 lxoa°l *cl r,i, ctit 9.�1 behalf of �.� ® XI�D.hereby authorize Toyer
� � ��'�. t i�N oret«cl w0ii tiuf, following scope of services and schedule of fees:
PROJECT SCOPE
To complete the recommended project,the Consultant proposes the following general scope of work:
► Consultant review of current city and EDAC economic development strategies,recent annual reports,etc.
• Initial phone interviews(30-45 minutes)with all five(5)council representatives and four to six(4-6)
members of the EDAC.
• Two pre-planning sessions by phone(30-45 minutes)with City Economic Development Manager,a council
representative,Chair of the EDAC and the City Manager(a/k/a"the advisory group").
• One(15-30 minute)logistics call with the City Economic Development Manager prior to initial facilitated
session to set final location details,etc.
• Consultant will travel to Client's location and hold two Facilitated sessions featuring a morning/aftemoon
facilitated session with either die EDAC or Council,followed by an afternoon/evening session for the other,
• Consultant will develop an Initial outline to discuss with advisory group post-session.
• Consultant meeting by phone(45-60 minutes)with the advisory group to discuss post-session reactions
and feedback,observations and clarifications.
Consultant preparation of draft framework.
• Consultant will travel to Client to present draft framework to a joint city council and EDAC meeting and
facilitate finalizing the framework.
Consultant will prepare a final framework report and any accompanying'flnal'recommendations thatwill
be delivered to the Client(electronically unless otherwise defined).
• Consultant will coordinate a 05 to 1.0 hour call with Client and;or Client's representatives to answer any
final questions or discuss further the final recommendations
PROJECT BUDGET
Based on the project scope the budget is estimated to be:
Consultant Fuc: b,250
i; lent � Co ltant
` c Toyer Strategic Consulting,LLC
B Y ..w Ale BY: David Toyer e r
Its Its Principal
Address Address;
3705 Colby Avenue,Suite 3
i )w.
Rverett,WA 98201