Mia Lehrer and Associates (2010) •
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 6th day of April 2010, by and
between the City of Rancho Palos Verdes hereinafter referred to as"CITY", and Mia Lehrer
& Associates, hereafter referred to as "CONSULTANT".
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
Professional Landscape Architecture Services
1.2 Description of Services
CONSULTANT shall perform Services described in CITY'S Request for
Qualifications (RFQ).
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSULTANT
shall perform with due diligence the services requested by the CITY and agreed on by
CONSULTANT. CONSULTANT shall not be responsible for delay, nor shall
CONSULTANT be responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely
information or to approve or disapprove CONSULTANT'S work promptly, or delay or faulty
performance by CITY, other contractors, or governmental agencies, or any other delays
beyond CONSULTANT'S control or without CONSULTANT'S fault.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY agrees to compensate CONSULTANT for services in accordance
with attached (Exhibit—A) proposal submitted to the City at the time services are required.
(b) CITY may request additional specified work under this agreement. All
such work must be authorized in writing by the Director of Public Works or his/ her
designee prior to commencement.
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2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Mia Lehrer &Associates
3780 Wilshire blvd., Suite 250
Los Angeles, CA 90010
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the percentage of work
completed in the previous month. CITY agrees to pay all undisputed invoice amounts
within thirty(30) days of receipt of the invoice. CITY agrees to use its best efforts to notify
CONSULTANT of any disputed invoice amounts or claimed completion percentages within
ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify
CONSULTANT of a disputed amount of claimed completion percentage shall not be
deemed a waiver of CITY's right to challenge such amount or percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
2.4 Additional Services
CITY may request in writing that CONSULTANT perform additional services
not covered by the specific Scope of Work set forth in this Agreement, and CONSULTANT
shall perform such services and will be paid for such additional services in accordance with
CONSULTANT'S Standard Schedule of Hourly Rates.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
CONSULTANT will defend, indemnify and hold harmless CITY, its Boards
and its officers, employees and agents (collectively "CITY"), against any claim, loss or
liability that arises because of the sole or primary negligence or willful misconduct of
CONSULTANT, its agents, officers, directors or employees, in performing any of the
services under this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
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Liability Insurance, with minimum limits of One Million ($1,000,000.00) Dollars for each
occurrence and in the aggregate, combined single limit, against any personal injury,death,
loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million ($1,000,000.00) dollars. Said policy or
policies shall be issued by an insurer admitted to do business in the State of California and
rated in Best's Insurance Guide with a rating of A VII or better.
3.4 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.5 Notice of Cancellation
A. All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without thirty-(30) day's prior written notice to
CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
B. CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY may take out the necessary insurance
and pay, at CONSULTANT's expense, the premium thereon.
3.6 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts. The commercial general liability and professional liability
policy or policies shall contain endorsements naming the CITY, its officers, agents and
employees as additional insured.
3.7 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to city. The insurance policies (other than workers' compensation and
professional liability) shall include provisions for waiver of subrogation.
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ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time,with or without cause,
by either party upon sixty-(60) day's prior written notice. Notice shall be deemed served
upon deposit in the United States Mail of a certified or registered letter, postage prepaid,
return receipt requested, addressed to the other party, or upon personal service of such
notice to the other party, at the address set forth in Article 6.12.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT,
in an amount to be determined as follows:for work done in accordance with all of the terms
and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the
percentage of services performed prior to the effective date of termination or cancellation in
accordance with the work items; provided, in no event shall the amount of money paid
under the foregoing provisions of this paragraph exceed the amount which would have
been paid to CONSULTANT for the full performance of the services described in Article
2.1.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All plans, specifications, reports and other design documents prepared by
CONSULTANT pursuant to this Agreement are instruments of service, which shall be
deemed the property of the CITY. CITY acknowledges and agrees that all plans,
specifications, reports and other design documents prepared by CONSULTANT pursuant
to this Agreement shall be used exclusively on this Project and shall not be used for any
other work without the written consent of CONSULTANT. In the event CITY and
CONSULTANT permit the reuse or other use of the plans, specifications, reports or other
design documents, CITY shall require the party using them to indemnify and hold harmless
CITY and CONSULTANT regarding such reuse or other use, and CITY shall require the
party using them to eliminate any and all references to CONSULTANT from the plans,
specifications, reports and other design documents. If a document is prepared by
CONSULTANT on a computer, CONSULTANT shall prepare such document in a
Microsoft®Word format; in addition, CONSULTANT shall provide CITY with said document
both in a printed and electronic format.
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ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
A CITY representative shall be designated by the City Manager and a
CONSULTANT representative shall be designated by CONSULTANT as the primary
contact person for each party regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48)and the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1992 (42 U.S.C. § 11200, et seq.).
6.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSULTANT's services under this Agreement. Any
person who performs landscape architectural services pursuant to this Agreement shall be
licensed as an Architect by the State of California and in good standing. CONSULTANT
shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are
assigned to perform the services hereunder and shall obtain the approval of the Director of
Public Works or his/her designee of all proposed staff members who will perform such
services. CONSULTANT may associate with or employ associates or subconsultants in
the performance of its services under this Agreement, but at all times shall be responsible
for their services.
6.4 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve(12) months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Section 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
6.5 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the case shall be brought in a court of competent jurisdiction in Los Angeles County,
California, and the party prevailing in such action shall be entitled to recover its costs of
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litigation, including reasonable attorneys'fee which shall be fixed by the judge hearing the
case and such fee shall be included in the judgment.
(b) Should any legal action about the Project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.6 Assignment
This Agreement shall not be assignable by either party without the prior
written consent of the other party.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT'S direct employ,when it is appropriate and customary to
do so. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized consultants, and testing laboratories. CONSULTANT'S use of subcontractors
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.7 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent CONTRACTOR. Neither the CITY nor any of its agents shall have control
over the conduct of CONSULTANT or any of the CONSULTANT's employees, except as
herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner,
represent that it, or any of its agents, servants or employees, are in any manner agents,
servants or employees of CITY, it being distinctly understood that CONSULTANT is, and
shall at all times remain to CITY, a wholly independent contractor and CONSULTANT's
obligations to CITY are solely such as are prescribed by this Agreement.
6.8 Hazardous Materials
Unless otherwise provided in this Agreement, CONSULTANT and its
subconsultants and/or contractors shall have no responsibility for the discovery, presence,
handling, removal or disposal of, or exposure of persons to hazardous materials in any
form at the site of the Project.
6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.10 Extent of Agreement
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This Agreement represents the entire and integrated Agreement between
CITY and CONSULTANT and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended only by a
subsequent written agreement signed by both parties.
6.11 Notices
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
If to CONSULTANT:
Mia Lehrer Associates
3780 Wilshire blvd., Suite 250
Los Angeles, CA 90010
If to CITY:
Mr. Raymond Holland, Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: April 6, 2010
BY:
dTitlepr. ( o 'c4r
Dated: April 6, 2010 CITY OF RANCHO PALOS VERDES
A Municipal Corporation
BY: It
MAYOR /
AinMt�� City of Rancho Palos Verd
ATTEST: &fy clerk
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