Prescott Communications DBA Cable Engineering Services P OFESSIONAL SERVICES AGREE NT
THIS AGREEMENT is made and entered into this 20 th day of May 2005, by and
between the City of Rancho Palos Verdes hereinafter referred to as "CITY", and
Prescott Communications, Inc. a/k/a Cable Engineering Services, 10640 Sepulveda
Blvd., Mission Hills, CA 91345, hereafter referred to as "CONSULTANT".
WHEREAS, the City seeks to extend it's primary network connection via fiber cable
from City Hall to the location known as Point Vicente Interpretive Center (hereinafter
called "remote location") located approximately 14 mile from the City location.
WHEREAS, the City desires to engage the CONSULTANT to perform engineering
services and project management regarding the installation of fiber cable between City
Hall and PVIC and CONSULTANT desires to perform such services in accordance with
the terms and conditions of this Agreement.
IN Consideration of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The CONSULTANT shall do, perform, and carry out in a good and professional
manner engineering services and project management services as described in
the attached letter, dated May 9, 2005.
1.2 Schedule of Work
Upon receipt of a written Notice to Proceed from the CITY, CONSULTANT shall
perform the services in such sequence as to assure their expeditious completion and
best carry out the purposes of the Agreement. Installation of the fiber cable shall be
completed prior to September 15, 2005. 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 shall pay COSNSULTANT $5,000 upon satisfactory
completion of work performed, including the provisions of Section 1.1.
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(b) ay CI request additional specified under this agreement. All
such work must be authorized in writing by the Director of Finance and Information
Technology prior to commencement.
2.2 Payment Address
All payments due CONSULTANT shall be paid to: Prescott Communications,Inc.
D/b/a Cable Engineering Services
10640 Sepulveda Blvd.,#1
Mission Hills,CA 91345
2.3 Terms of Compensation
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) business 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
shallp erform 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
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
orp olicies 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.
F to
3.3 Professi 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 certificates 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 insureds.
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.
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 6.11.
(b) In a event of termination or cancella ion 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 2000 SR-2 or lower format; in addition,
CONSULTANT shall provide CITY with said document both in a printed format and
electronically as requested by the CITY.
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 Person
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 engineering services pursuant to this Agreement shall be licensed
as a Civil Engineer 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 of all proposed staff members who will perform such services.
CONSULTANT may associate with or employ associates or sub-consultants 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 litigation, including reasonable attorney fees 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
4
over the conduct ofULTANT or any of the CONSUL T'S employees, except
as herein set forth. NSULTANT expressly warrants not o, 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 sub-
consultants 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
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:
Jon Arnold, Construction Manager
Prescott Communications, Inc. a/k/a Cable Engineering Services
10640 Sepulveda Blvd.
Mission Hills, CA 91345
If to CITY:
Dennis McLean, Director of Finance & Information Technology
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
se
9
IN WITNESS REOF, the parties hereto have ex.ed this Agreement as of
the date and year first a ove written.
CONSULTANT 1fIfm)By: fge4t
P 0) PEN %
(Title)
By:
` -fr
(Title)
CIN OF RAN HO A LOS VE" �ES
4t)
Dennis McLean
Director of Finance and Information Technology
TRANSMITTAL TRANS AL: 24365
DATE: May 24,2005III
TO: DENNIS MCLEAN FROM: MARTY PRES
CITY OF RANCHO PALOS VERDES CABLE ENGINEERING SERVICES
30940 Hawthorne Blvd. (818)898-2352
Rancho Palos Verdes CA 90275
VIA: U.S. Mail
PROJECT NUMBER: 99004
PROJECT NAME: BID/PROPOSAL
MEMO:
Drawing No. Description No of Dwgs Size Type of Dwg.
PROFESSIONAL SERVICES AGREEMENT ENCLOSED
WORKERS'COMPENSATION INSURANCE
CERTIFICATE OF LIABILITY INSURANCE
LETTER TO TED VEGVAR FROM JON ARNOLD
COVER LETTER
Please Sign, Date and Fax to(818)898-9186
Received By: Date:
.
0 cable
" 8/70788/1.
services
PRESCOTT COMMUNICATIONS INC.
May 24, 2005
Mr. Dennis McLean
Director of Finance
Information Technology
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Dear Mr. McLean:
Enclosed is the Professional Services Agreement, which has been signed by myself and Jon
Arnold, as well as the Certificates for General Liability and Workers' Compensation insurance;
there is also a copy of a letter to Ted Vegvar from Jon Arnold.
I look forward to working with you. If you have any questions, please do not hesitate to call me.jA;
y,
a yPrescott
Pr-sident
P escott Communications, Inc.
A.b.a Cable Engineering Services
MP:df
Enclosures
10640 SEPULVEDA BLVD. SUITE 1 • MISSION HILLS, CA 91345 • (818) 898-2352
III ill
CERTHOLDER COPY
STATE P.O. BOX 420807,SAN FRANCISCO, CA 94142-0807
COMPENSATION
INSURANCE
FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 05-20-2005 GROUP:
POLICY NUMBER: 723240-2005
CERTIFICATE ID: 119
CERTIFICATE EXPIRES: 03-01-2006
03-01-2005/03-01-2006
CITY OF RANCHO PALOS VERDES
DEPT OF FINANCE & INFORMATION TECHNOLOGY
30940 HAWTHORNE
RANCHO PALOS VERDES CA 90275
This is to certify that we have issued a valid Worker's Compensation insurance policy in a form approved by the California
Insurance Commissioner to the employer named below for the policy period indicated.
This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer.
We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an insurance policy and does not amend,extend or alter the coverage afforded by the
policy listed herein.Notwithstanding any requirement,term or condition of any contract or other document with
respect to which this certificate of insurance may be issued or to which it may pertain,the insurance afforded by the policy
described herein is subject to all the terms,exclusions,and conditions,of such policy.
4(A4r)"— 4,44„,..,_a e . 1.9"..L
AUTHORIZED REPRESENTATIVE PRESIDENT
EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE.
ENDORSEMENT #1600 - MARTIN PRESCOTT - EXCLUDED.
ENDORSEMENT #1600 - LYNN PRESCOTT - EXCLUDED.
ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 03-01-2004 IS
ATTACHED TO AND FORMS A PART OF THIS POLICY.
EMPLOYER
PRESCOTT COMMUNICATIONS, INC DBA: CABLE
ENGINEERING SERVICES
10640 SEPULVEDA BLVD # 1
MISSION HILLS CA 91345 [ERN,CN]
PRINTED:05-20-2005
SCIF 10262E Accept this certificate only if you see a faint watermark that reads"OFFICIAL STATE FUND DOCUMENT PAGE 1 OF 1
0 0
CeS cable
engineering
services
PRESCOTT COMMUNICATIONS INC.
10640 Sepulveda Blvd.#1•Mission Hills,CA 91345.(800)488-2352
May 9,2005
Mr. Ted Vegvari
It Department
City of Rancho Palos Verdes
Dear Ted:
For your review and consideration, the following is a price quote for Cable Engineering Services
to perform aerial engineering for your new 12 strand fiber placement.
This work will include aerial engineering, makereadys, pole research, strand mapping, pole
applications, Project Management and Inspection. The pole applications will require that the City
of Palos Verdes have a lease agreement in place with SCE prior to making the application.
Deliverables will include construction drawings along with makeready sheets detailing exactly
where on the pole to place the new fiber and what rearrangement's, if any, need to be made to
create space. CES will also submit the pole application form.
Lump Sum Price, Not to Exceed $5,000.00
Sincerely,
Jon Arnold
Construction Manager
Prescott Communications Inc.
Cable Engineering Services
818-898-2352