CONTRACT 5783 Professional Services Agreement CLOSEDAgreement No. 5783
PROFESSIONAL SERVICES AGREEMENT
w:. BETWEEN
M, THE CITY OF EL SEGUNDO AND
SCS ENGINEERS
This AGREEMENT is made and entered into this 21st day of August, 2019, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and SCS ENGINEERS, a Virginia Corporation ("CONSULTANT"). The parties
agree as follows:
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 Fifty Thousand dollars ($50,000) 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
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Agreement No. 5783
cure any shortcomings to C|TY's satisfaction. Costs mmo4oa1ed with curing the
deficiencies will be borne byCONSULTANT,
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Aoreannent.
CONSULTANT must submit adetailed invoice toCITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in
Exhibit ^A^) the tasks parfnnned, the percentage of the task completed during the billing
period, the cumulative percentage completed for each task, the total coat of that work
during the preceding billing month and a oVrnu/ebve cash flow curve showing projected
and actual expenditures versus time todate,
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an avaHmb|e, unexhauobad
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
f(soe| year, this /\omaernent will cover only those ums1e incurred up to the conclusion of
the current fiscal year.
6. FAMILIARITY WITH WORK
A. Bvexecuting this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
ii Carefully considered how the services should beperformed; and
Di Understands the fanUities, difficu|des, and restrictions attending
performance mfthe 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 eXiobng, before commencing the
een/|ceg 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 C(]NSULTANTm mvvn risk until written
instructions are received from CITY.
7. TERM. The tamn of this Agreement will be from October 1. 2019. to September 30,
2020. 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";
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Agreement No. 5783
B. Termination as stated in Section 15,
0�� - * �_,J
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
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.
9. TIME EXTENSIONS, Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within
forty-eight (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.
10. 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
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Scope of Work, Budget, Proposal for Services
11. 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.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. 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.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
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Agreement No. 5783
any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15. TERMINATION
A Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before
the effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately
cease performance under this Agreement unless otherwise provided in
the termination notice. Except as otherwise provided in the termination
notice, any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY
will not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared
by CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination,
not to exceed the total costs under Section 1(C).
E Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.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.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials; including graphic art
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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.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence
or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, 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 22, and any
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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.
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.
20. 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 it is 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:
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
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Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
Agreement No. 5783
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 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 155.
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. 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
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Agreement No. 5783
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.
25. 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:
Ifto CONSUL'I-AN'I:
.............................
SCS Engineers
438 S. Marengo Avenue
Pasadena, CA 91 101
Attention: Michelle P. Leonard
Any such written communications
received by the addressee upon
prepaid and properly addressed a
deemed given at the time of actin
addresses of persons to whom nc
prescribed in this paragraph.
If to CITY:
City of EI Segundo
Public Works
350 Main St.
EI Segundo, CA 90245
Attention: Ken Berkman
by mail will be conclusively deemed to have been
deposit thereof in the United States Mail, postage
noted above. In all other instances, notices will be
I delivery. Changes may be made in the names or
tices are to be given by giving notice in the manner
26.CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27. 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.
28.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.
29. 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.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
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Agreement No. 5783
31. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and
assigns.
32. 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.
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.AUTHORITYIMODIFICATION. 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.
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 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.
39.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.
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Agreement No. 5783
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Agreement No. 5783
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITE'' EL SEGUNI 4 SCS ENGINEERS
46 4f"sm,
oll knick Micheile Leonard
City Manager Vice President
ATTEST- "Y
T69
City Clerk
APPROVED AS TO FORK
Mark)—HleT-e
City Attorney
City of El Segundo Professional Services (REV 2018.05)
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EXHIBIT A Agreement No. 5783
Environmental Consulting & Contracting
September 18, 2019
Ms. Jasmine Allen
Senior Management Analyst
350 Main St.
EI Segundo, CA 90245
Subject: Proposal to Provide Solid Waste Consulting Services, FY 2019-2020
Dear Ms. Allen:
The City of EI Segundo (City) has requested a proposal from SCS Engineers (SCS) to provide solid
waste consulting services for the 2019/2020 fiscal year, beginning October 1, 2018. This work will
include assisting the City with CalRecycle compliance, implementing the commercial hauler permit
system, and other solid waste services, as needed.
SCOPE OF WORK
The following scope of work has been prepared based on our ongoing work with the City, and the
City's needs for Fiscal Year 2019/2020.
Task 1. Residential Services Monitoring
SCS worked with the City on the process to procure the new residential services contract with EDCO.
A number of requirements were included in the contract, including services and reporting. As
required under the Compliance Order, and part of the LIP, the City must monitor and report on the
residential recycling programs being implemented in the City, including holiday trees, shredding
events, and bulky item collection. SCS will monitor the information provided by EDCO, and retain the
data for reporting in the LIP quarterly report, as well as the CalRecycle Electronic Annual Report.
Task 2 Commercial Hauler Permit Implementation
SCS assisted with development of the hauler permit ordinance and permit application. Initially, SCS
will establish a procedure to review the applications and will review the first two applications. We will
work with City staff on the process so staff can review the remaining applications.
Following approval of the permits, SCS will review the data submitted by the permitted commercial
haulers, and using this information, we will identify AB 341 and 1826 compliant and noncompliant
businesses and M -F complexes. A major responsibility for the City for MCR and MORe compliance is
performing annual monitoring of the businesses that are subject to the laws, to identify those
businesses that are in compliance, and those that are not. SCS will maintain a database of the
information that will be used to track and report on an ongoing basis. AS part of this task, SCS will
also identify businesses that may need to be visited to determine their level of compliance, and to
provide technical assistance.
438 S. Marengo Ave.. Pasadena, CA 91 101 1 626-792-9593 1 eFax 562-427-0805
Agreement No. 5783
Ms. Jasmine Allen
September 18, 2019
Page 2
Task 3 CalRecycle /LIP Compliance Implementation
A requirement of the Compliance Order is to develop and maintain a compliance documentation
database to track and document the progress of each of the compliance order tasks. SCS will
develop the database and maintain it through the year. The City must also submit LIP status reports
to CalRecycle on a quarterly basis, based on the calendar year. The reports use CalRecycle's
electronic, quarterly reporting format. For each task, we will explain the status of the task, and the
actions that have been taken to complete the task. If work has fallen behind schedule or has not
been completed, we will explain the reason(s) for the delay or incompletions. For this fiscal year, it is
assumed four quarterly reports and one annual will be prepared and submitted.
Task 4 Education and Outreach
As required under the Compliance Order, and part of the LIP, we will design and develop outreach
and education materials for the residential and commercial green waste programs, C&D debris
diversion requirements under CalGreen, and other diversion programs at City facilities and events.
For budget purposes, it is assumed the City will produce and distribute the outreach materials.
The City is responsible to provide outreach to businesses and M -F complexes on AB 341 and 1826.
For this task, SCS will work with the City to develop new outreach materials, including but not limited
to, letters, website posting, handouts at city facilities (City Hall, library, etc.). For budgeting purposes,
it is assumed the City will be responsible for production and/or distribution of the materials.
Task 5 Electronic Annual Report
SCS will prepare the Electronic Annual Report (EAR) that is due to CalRecycle each year. SCS will
prepare a draft of the EAR for review by the City. We will incorporate any edits received from the City,
and prepare the final EAR for submittal on August 1, 2019.
Task 6 Other Services as Requested
SCS will provide other services as may be requested by the City, including, but not limited to,
Disposal Reporting system tracking, preparation of form 303, for and attendance at meetings,
communications with CalRecycle, tracking of legislation and regulation, etc.
Agreement No. 5783
Ms. Jasmine Allen
September 18, 2019
Page 3
PROJECT FEES
The proposed fees to complete the above-described scope of work are included in Exhibit 1. The
fees include the labor and direct costs to undertake each task. Work will be invoiced monthly, based
on the number of hours spent on each task during the month.
Exhibit 1, Project Fees
We appreciate the opportunity to continue our work with the City, and look forward to a productive
year ahead.
1
2
3
4
5
6
Vice President
Sustainable Materials Management
DESCRIPTION
Specialist
SCS Engineers
Residential
Commercial
... ........... ........ ......._.........._.............................
CalRecycle/LIP
Education
..._.��.
Electronic
Other
Project Total
Services
Hauler Permit
Compliance
and
Annual
Services
Monitoring
Implementation
Implementation
Outreach
Report
Rate
Rale
Name
/Hour
Hours
Hours
Hours
Hours
Hours
Hours
Hours
Cost
PM
Leonard
$270
4
6
4
4
2
20
40
$10,600
SMM Profesional
Duran;
$140
10
30
10
20
10
30
110
$15,400
SMM Associates
Gomez,
Hoffman
$110
20
80
20
40
24
30
214
$23,540
Total Labor
34
116
34
64
36
80
364
Budget by Task
$4,680
$14,620
$4,680
$8,280
$4,580
$12,900
$49,740
TOTAL BUDGET
............. .... ......
.....
$49,740
We appreciate the opportunity to continue our work with the City, and look forward to a productive
year ahead.
Sincerely,
Michelle P. Leonard
Amber Duran
Vice President
Sustainable Materials Management
Specialist
SCS Engineers
SCS Engineers