CONTRACT 5480 Professional Services Agreement Agreement No. 5480
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
LAWLES ENTERPRISES, INC.
This AGREEMENT is entered into this 14th day of February, 2018, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and LAWLES
ENTERPRISES, INC., a California corporation("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 terns
and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed fifty-thousand dollars ($50,000) per year 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 at the hourly rates
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 professio'i,,rl services re(juircd of-
CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will
use the appropriate generally accepted professional standards of practice existing at the time of
performance utilized by persons engaged in providing similar services. CITY will continuously
monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and
CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to
CITY's satisfaction. Costs associated with curing the deficiencies will be borne by
CONSULTANT.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly
rates for each personnel category and reimbursable costs (all as set forth in Exhibit"A")the tasks
performed, the percentage of the task completed during the billing period, the cumulative
percentage completed for each task, the total cost of that work during the preceding billing month
and a cumulative cash flow curve showing projected and actual expenditures versus time to date.
5. 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 event 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. N/A.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
8. TERM.- The-term-ofthis Agreement will be-for-one(1)-year, and-will-automatically-ren e\u,
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 work specified in Exhibit "A";
B. Termination as stated in Section 16,.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
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L CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. 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 Manager within forty-eight hours (48
hours), in writing, of the cause and the extent of the delay and how such delay interferes 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, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: Statement 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 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.
13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
14, PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain
--during-the-term-of-tis Agree ent;-all-necessary-pe its,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 same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
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16. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice,any additional work
performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should 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.
17. CONFIDENTIALITY. CONSULTANT agrees that any information received from CITY
and identified in writing as proprietary and confidential will not be disclosed or used by the
CONSULTANT, except for the purpose(s) set forth herein, without the prior written consent of
CITY. The CONSULTANT will use the same degree of care to avoid publication or dissemination
of the confidential and proprietary information of CITY as the CONSULTANT employs with
respect to—its own information of similar .importance and will only disclose the confidential and —
proprietary information to those employees who have a"need to know."CONSULTANT will take
appropriate action by way of instructions or written agreements with its employees receiving
confidential and proprietary information of CITY to advise such employees of all obligations under
this Agreement.
Termination or expiration of this Agreement will not be deemed to affect CONSULTANT's
obligations with respect to confidential information,and such obligations will continue in full force
and effect.
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18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense costs
for CITY and all its officers,volunteers, employees and representatives
from and against any and all suits, actions, or claims, of any character
whatever, brought for, or on account of, any injuries or damages
sustained by any 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, 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 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 CO SIJL`l°ANTaas required by Section 22, and any tapprOval o!`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.
19. 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.
0. 1N �,111�NI)EN„1., CON" `IIAC'rO . Cl"1"Y and C(: NSUI.,TAN agree that CONSULTA.N,.l.
will act as an independent contractor and will have control of all work and the manner in which is
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Agreement No. 5480
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.
21. 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 three (3) years
after termination or final payment under this Agreement.
22. 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:
)1.1?g of Insurance Limits
Commercial general liability: $2,000,000
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-CGL Form. The amount of insurance set forth above will be a
-combined -single--limit-per-occurrence for-bodily-injury,--personal injury,-and--
property damage for the policy coverage. Liability policies will be endorsed to
name CITY, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed"primary" such
that any other insurance that may be carried by CITY will be excess thereto. Such
endorsement must be reflected on ISO Form No. CG 20 10 11 85 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(3 0)days prior
written notice to CITY.
C-. Professionalliabilitycoverage will-be-on-an"occurrence basis"-if-such coverage is-
available, or on a"claims made"basis if not available. When coverage is provided
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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 1 (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: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 16.
23. 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.
24. NOTICES. All communications to either party by the other party will be deemed made when
received by such party at its respective naive and address as follows:
If to CONSULTANT: If to CITY:
Lawles Enterprises, Inc., El Segundo Police Department
Attn: Edward P. Eccles, President/CEO 348 Main St.
P.O. Box 365 El Segundo, CA 90245
El Segundo, California 90245 E-mail: ,llr� tt�cler,fx4 ,lse �a� do.rgr ,
Attention: Jaime Bermudez, Lieutenant
El Segundo Fire Department
Attn: Chris Donovan,Fire Chief
314 Main Street
El Segundo, CA 90245
cdol a,oy,1r;p@ j,�PgLN,N
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.
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Agreement No. 5480
25. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws
and regulations including, without limitation, CITY's conflict of interest regulations.
26. 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.
27. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally
for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party.
There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's
obligations under this Agreement.
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. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and
local laws applicable to this Agreement.
30. ENTIRE AGREEMENT. This Agreement, and its Exhibit, sets forth 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)Exhibit 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
executive manager, or designee, may execute any such amendment on behalf of CITY.
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Agreement No. 5480
34. 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.
35. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
36. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
37. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
3 8. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy
a public CITY.
[Signatures on next page]
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Agreement No. 5480
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
ki
CIT F SEGUNDO LAWLES ENTERPRISES, fl]�C.
.............................
g irpen Edward P.Eccles
Cit.. allay President CEO
4'1Y ;'a;z1g11
ATTEST:
wo' Taxpayer ID No. 95-4489689
I"ra y W06 r,
Cipf cler
APPRO ED AS TO FORM:
Mirk D. H' ensley,
U
City Attorney
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Agreement No. 5480
LAWLES ENTERPRISES,
INC.
CA PI Lic 17398
Exhibit A
Statement of Work and Fee Schedule
1. Services to be Performed
Contractor agrees to perform the following services for Client:
* Contractor will investigate and COMPLETE a Personnel Applicant Background for any Fire,
Police or any other Employee Applicant as requested and assigned by Client. All Background
Investigations will be completed, unless requested to discontinue by Client, or for any other
legal reason. (See Section 3 Payment as to completion Phase status billing).
* Contractor will conduct all Applicant Background Investigations based on City Department
Policies and California POST (Peace Officer Standards & Training) requirements.
*Contractor will initiate the Applicant Background Investigation after receiving the
Applicant's Personal History Statement (PHS), and Polygraph Investigation Report if required
and available from Client.
* Contractor will conduct Applicant Background Investigations based on Applicant's PHS &
Polygraph Report submitted, but will not be responsible for any other Applicant processing steps
as required by Client, including, but not limited to,Physical Agility Testing, Polygraph
Examination, Medical or Psychological Examination, Fingerprints/ "Live Scans", FBI/CII
criminal record checks, DMV Report, or Credit Report.
*All investigations will be performed off-site from Client's place of business.
2. Time for Performance
Contractor will perform the services according to the Schedule of Work set forth in Attachment 1
attached to and made part of this Agreement.
3. Payment
a) Full Background
Client will pay Contractor$2,000 per Full Background COMPLET ED for Fire
and Police Applicants. (Fees will be less based on Phases conducted less than
completion).
OFFICE[3101322-8200 FAX[3101322-8225
P.O.BOX 365 o EL SEGUNDO s CA 90244--
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Agreement No. 5480
b) Pre-Service or Lateral Applicants
Phase 1: Assigned Personal History Statement(PHS) and Pre-Employment
Questionnaire Statement (PEQ)reviewed by Investigator with Applicant
Interview. $300.
Phase 2: IF APPLICABLE for Pre-Service or Lateral At)pjicattts: Cleared
Phase 1, Prior Agency contact for Background, Personnel, Training and
Discipline files. $1,000.
Phase 3: After Polygraph Report received and reviewed, with no discrepancies,
full BackiYrOLUICl lnvestjwztion conducted. Letters and contacts with Employers,
Relatives, References, etc. $2,000.
C) Others
Client will pay Contractor$1,800 per COMPLETED Background for Clerks,
Jailers, Cadets, Tecll SatDD011 or anv others assianed. (Fees will be less based
on Phases conducted less than completion).
Phase 1: Assigned Personal History Statement(PHS) and Pre-Employment
Questionnaire Statement (PEQ) reviewed by Investigator with Applicant
Interview. $300.
Phase 2: After Polygraph Report received and reviewed, with no discrepancies,
full Backtyround lnvestif-,atlon conducted. Letters and contacts with Employers,
Relatives, References, etc. $1,800.
4. Equipment and Supplies
Contractor, at Contractor's expense, will provide all equipment, tools and supplies necessary to
perform the contractual services.
5. Expenses
Contractor will be responsible for all expenses required for the performance of the contractual
services, except for the following, which will be paid for by Client:
Travel-Expenses if required outside of Los-Angeles; Ventura;Orange, and Riverside Counties
California, including, but not limited to:
Airfare
Hotels
Per Diem
Mileage($.545 per mile).
Contractor shall submit an itemized statement of these expenses and Client shall pay Contractor
within 45 days from the date of each statement.
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Agreement No. 5480
6. Releases
Client shall obtain all necessary permissions and privacy waiver releases for materials included
in the Work Product. Client shall indemnify Contractor against all claims and expenses,
including reasonable attorney fees, due to Client's failure to obtain such permissions or releases.
7. Work Schedule
* Within 15 days of receipt of Applicant's PHS submitted to Contractor, Client will receive
status report on Applicants progress.
* Within 30 days of receipt of Applicant's PHS submitted to Contractor, Client will receive 2nd
status report on Applicants progress.
* Within 45 days of receipt of Applicant's PHS submitted to Contractor, Client will receive 3rd
status report on Applicants progress and projected completion.
8. Payment Schedule
Client will be invoiced for each Background completed; the Client agrees to pay such invoice
within 45 days of receipt.
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