CONTRACT 5587 Professional Services Agreement Agreement No. 5587
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
BREATHE SAFE ENVIRONMENTAL, INC.
This AGREEMENT is entered into this Olt' day of October, 2018, by and between the
CITY OF EL SEGUNDO,a municipal corporation and general law city("CITY")and BREATHE
SAFE ENVIRONMENTAL, 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 terms
and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed thirty-six thousand dollars ($36,000) for the term of the agreement, 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 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.
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. In the event the cost of such Additional Work causes the total amount of this
Agreement to exceed $25,000, such Additional Work 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.
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
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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 10/01/2018 to 09/30/2021. 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
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 Exhibit(s)will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: Scope of Work;
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.
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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 tennination 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 tenninated 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. 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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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 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 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
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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 three (3) years
after tennination 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:
rLpe 01711Isurallce 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-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
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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 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"AMI."
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:
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If to CONSULTANT: If to CITY:
Breathe Safe Environmental, Inc. City of El Segundo
3010 Wilshire Blvd., Suite 260 314 Main Street
Los Angeles, CA 90010 El Segundo, CA
Attention: Sandy M. Salas, CEO Attention: Christopher Donovan, Fire Chief
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. 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 Exhibits, 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.
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.
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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
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 perfonnance 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]
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Agreement No. 5587
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SEGUNDO BREATHE SAFE ENVIRONMENTAL
INC.
Gre .,s-pc 1'. Sandy M Salas
Cit VC
lanaLm- CEO
ATTEST:
Taxpayer ID No. 82-0820720
Fi'ac. INA/ct INA/cer.
City Clerk CA Entity#: C4185404
APPROVED AS TO FORM:
a r D. S
lie c�
City Attorney
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_t*�
01T 6 Agreement No. 5587
Bregathe Safe Envivelmileinal
Brealk'41Snife' AN INDUSTRIAL HYGIENE COMPANY
Environmental
QUO Yii,
City of EI Segundo
350 Main Street DATE: September 21, 2018
EI Segundo,CA 90245 QUOTE# 180829 FD
(310)524-2228 TAX ID# 83-1706301
Attn: Carol Lynn Urner, MPA TERM: 10/01/18-09/31/21
Senior Management Analyst
PROJECT:
FIRE/POLICE RESPIRATOR FIT TESTING&TRAINING
Performing quantitative fit testing for full or half face respirators using TSI Portacount equipment includes training on respirator capabilities and
limitations;pre-and post equipment inspection;proper donning and doffing;equipment maintenance,cleaning,storage;emergency procedures;
performing user seal check.Completing required documentation for fit testing and training.
� a • • e
QUANTITATIVE FIT TESTING-FULL FACE
Quantitative Fit Testing or Full Face Respirators using a TSI Portacount in
accordance with California OSHA Title 8:5144 appendix A. 110 $60.00 $ 6,600.00
Full Face Respirator Training Course— Classroom Respirator Training in accordance
with Cal OSHA Respiratory Protection Standard Title 8:5144. 10 $125.00 $ 1,250.00
Equipment fee; TSI Portacount,Probes
(Portacount fee waived only if 10 employees are tested on the same day) 10 X99-99 $ 1'A9A:g8:
waived
,QUALITATIVE FIT TESTING -P100's or N95
I
P100/N95 respirator training delivered at the time of fit testing Included
P100/N95 Fit Test in accordance with Cal OSHA Respiratory Protection Standard 5144. 110 $25.00 $ 2,750.00
i
(Medical Approvals/Clearances&Follow-up as needed,Provided By a Licensed I
Practitioner in Accordance with OSHA Medical Determination Requirements. 110 $10.00 $ 1,100.00 I
0
Administrative
Documentation:Providing appropriate fit test records and respirator training modules. Included
Wallet-sized Certification Cards Issued to employees upon successful fit test. 110 $0.50 N/C
i
Subtotal $ 11,700.00
net 10 $ 11,583.00
net 45 $ 11,875.50
net 90 $ 12,051.00
TOTAL DUE(INET 30) $ 11,.700.00
Breathe Safe Environmental, LLC
3010 Wilshire Blvd. Suite 260 Los Angeles California 90010
Tel: (213)291-8513 FAx(888)805-5118
Email: info@breathe-safe-environmentaI.com