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CONTRACT 5561 Professional Services Agreement CLOSED Agreement No. 5561 PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES BETWEEN THE CITY OF EL SEGUNDO AND CANNON PREPARATION OF APPROVED MATERIALS LIST AND STANDARD WATER DRAWINGS PROJECT NO.: PW 19-02 This AGREEMENT is entered into this 17th da-V OfAlly0. 20l8, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and Cannon, 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 terms and conditions contained in this Agreement; C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to exceed Twenty lour Thousand. live IIun(Ired dollars ($24,500.00), 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 "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 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 -I- Agreement No. 5561 shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. 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. 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 above the total cost of the Agreement referenced in Section 1.C, above, must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 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. -2- Agreement No. 5561 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 of this Agreement will be from Atmust W 2018 to ALWUSt 15. 2019. 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: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and i i. 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: Proposal for Services. 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, -3- Agreement No. 5561 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 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 same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character. 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' 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. -4- Agreement No. 5561 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 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 public 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 must save harmless, indemnify and defend CITY and all its officers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property arising from, pertaining to the extent caused by the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives. 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 are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 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 -5- Agreement No. 5561 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 three (3) 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: ryp,of I11sLlralice L„ is 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-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 (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 -6- Agreement No. 5561 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. 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. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 26. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: If to CONSULTANT: If to CITY: Cannon City of El Segundo 3420 Ocean Blvd., Ste. 3040 Pubic Works Santa Monica, CA 90405 350 Main St. El Segundo, CA 90245 Attention: J. Eric Porkert, P.E. Attention: Arianne Bola 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. -7- Agreement No. 5561 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. 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. 30. 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. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, 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) Attachment to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 33. 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. 34. 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. 35. 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. 36. ACCEPTANCE OF FACSIMILE SIGNATURES. The Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection -8- Agreement No. 5561 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. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. 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. 40. 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] -9- Agreement No. 5561 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Ken Berkman Larry Kraempe Public Works Director Director,Public Infrastructure ATTI,"S'T: 77 Taxpayer ID No. -0246249 'T"'rac We.. er, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney By: i ivid If. Kin Assistant City Attorney Insurance Reviewed by: -10- Agreement No. 5561 EXHIBIT A Cannon June 25, 2018 Mr. Lifan Xu. PE City Engineer City of EI Segundo 350 Main Street EI Segundo, CA 90245-3813 PROJECT: PREPARATION OF APPROVED MATERIALS LIST AND STANDARD WATER DRAWINGS Dear Mr. Xu: In response to your request, Cannon is pleased to submit this updated scope of services proposal to provide professional engineering services to the City of EI Segundo for the above- referenced project. BACKGROUND The City of EI Segundo is committed to updating their standard water drawings and streamlining the acquisition of water system materials with an approved materials list. The City has a wealth of information collected by staff over many decades and is determined to capture and record this information to make it accessible to all City staff members and contractors with the goal of standardization and efficiency. Cannon's approach is to provide the City with a list of proposed standard drawings and an approved materials list for the City's review and comments. After receipt of the City's comments we will modify the standard drawings with the City's comments. Standard drawings will be provided in PDF format as noted on the attached list. The basis for updated and revised standard drawings will be existing City of EI Segundo standard drawings and other agency standards. We estimate a minimum of 10 standard drawings can be completed. An approved materials list will be provided in Excel format with industry standard-accepted materials as a basis. The approved materials list will be modified with the comments provided by City staff, and the approved material list established by the City. A preliminary materials list will prepared and presented to the City for comments and approval, and will serve as a guide to complete the standard drawings and approved materials list. To achieve the project scope of work, the following project tasks have been established. 3420 Ocean Park Blvd, Ste. 3040 Santa Monica CA 90405 T 310.664 1166 F 310 664 8877 CannonCorp.us Agreement No. 5561 Proposal: Preparation of Approved Materials List and Standard Water Drawings SCOPE OF WORK Task 1_ 10/ Complete Standard Drawings and Approved Materials List Cannon will compile and prepare a list of individual standard drawings and an approved materials list for submission to City staff for review and comments. Task 2— 10% Submittal Review Meeting, Cannon will orchestrate and attend a 10% complete submittal review meeting. The meeting will focus on discussing the City's comments and clarify City preferences. The 10% submittal review meeting will provide an opportunity for City staff and the consultant team to steer and further clarify critical elements of the project. During the meeting, the approved materials list will also be discussed and the key material identified for use in preparing the standard drawings and approved materials list. Task 3—50.✓ Complete Standard Drawwrincls and Aproved Materials List Cannon will incorporate the comments from the 10% submittal review meeting, research product data, and prepare a 50% complete submittal of the standard drawings and approved materials list for submission to City staff for review and comments. Task 4—50% Submittal Review Meetinq Cannon will orchestrate and attend a 50% complete submittal review meeting. The meeting will continue to focus on discussing the City's comments and further refine understanding of the City's preferences. The 50% submittal review meeting will provide an additional opportunity for City staff and the consultant team to clarify critical elements of the project. Task 5—90% Complete Standard Drawin,cls and Approved Materials List Cannon will incorporate the comments from the 50% submittal review meeting, research product data, and prepare a 90% complete submittal of the standard drawings and approved materials list for submission to City staff for review and comments. Task 6—90% Submittal Review Meeting Cannon will attend a 90% complete submittal review meeting. The meeting will continue to focus on discussing the City's comments and further refine understanding of the City's preferences. The 90% submittal review meeting will provide a near complete opportunity for City staff and the consultant team to make comments for the 100% submittal. Task 7— 100% Complete Standard Drawincis and Approved Materials List Cannon will incorporate the comments from the 90% submittal review meeting, research product data, and prepare a 100% complete submittal of the standard drawings and approved materials list for submission to City staff for review and comments. Task 8— Optional Standard Drawincl and Approved Material List Maintenance Cannon can manage and update the standard drawings and specifications on a time and materials basis annually, upon receipt of a task order prepared by the City. Project No. 180607 Agreement No. 5561 Proposal: Preparation of Approved Materials List and Standard Water Drawings p Estimated Fee: We estimate a fee of$24,500.00 to complete the scope of work described above, excluding Task 8. Services for professional engineering will be provided on a time and materials basis. Billing will be based on the percentage of time required for each task. It is our understanding that this project qualifies for California Prevailing Wages. The fee for Task 8 can be negotiated depending on the level of support the City would like to receive. Completion Schedule: It is estimated the project will require 18 weeks from the Notice to Proceed. Each submittal package is estimated to require three weeks, and a two week period is estimated for City staff review. If this proposal meets with your approval, please contact us. Sincerely, A^ J. Eric Porkert, P.E. General Manager, Sr. Principal Engineer C 57562 JEP: jep Via: e-mail: Xu, W ImC,r tt;��:r�a�Irl_on ert Project No. 180607 Agreement No. 5561 Proposal: Preparation of Approved Materials List and Standard Water Drawings Proposed and Future Estimated Final WATER Standard Drawings Drawing Type 1 Water Main Trench Detail PDF ............................................ 2 Design Requirements-Water Mains in the Vicinity of Sanitary Sewers I PDF 3 Cut-In Tee for Ductile Iron Pipe PDF 4 Gate Valve Installation and Cut-In PDF 5 3/4"—2" Copper Branch Service PDF ........ _. ... ..—............... 6 New 3"—8" Water Service Installation With Backflow Preventer I PDF 7 Restrained Length Table (if required) I PDF 8 Adjustable Valve Box With Cap PDF 9 Meter Box Detail PDF 10 Cutting and Plugging Water Mains PDF ' 11 Fire Hydrant Assembly PDF 12 1" or 2"Air and Vacuum Release PDF 13 Flush-out Assembly PDF 14 Tracer Wire for PVC and Tracer Wire Test Ports PDF 15 2" through 4" Manifold Assembly PDF 16 3"-8" and Above Meter Installations with Back Flow Device PDF 17 3" and Above Water Service PDF 18 New Fire Service InstallationPDF ._m 19 Water Main Encasement Detail P D F 20 Temporary Connections for the Initial Filling of New Water Mains PDF 21 �, Meter and Backflow Device—Landscape OnlyVII PDF Project No. 180607 Agreement No. 5561 9y3 O X N If�> Q) CJO NLO �p�1p COCQ� O fM N N fA (q rN fA d! 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