Jones & Stokes Associates et.5
PROFESSIONAL SERVICES AGRAtIENT
THIS AGREEMENT is made and entered into this 2othday of January , 2004, by
and between the City of Rancho Palos Verdes hereinafter referred to as "CITY", and
Jones & Stokes 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
Environmental consulting services related to the Rancho Palos Verdes
Nike Missile Site at Point Vicente Park, Rancho Palos Verdes.
1.2 Description of Services
CONSULTANT shall:
1. Conduct site visit and review project information with City staff.
2. Conduct cultural resources record search.
3. Conduct Biological Record search.
4. Conduct Hazardous Materials Database search.
5. Consult with Regional Water Quality Control Board.
6. Obtain and review military documentation.
7. Prepare memorandum of findings and recommendations.
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. The Draft Memorandum of Findings and Recommendations will be
submitted to the CITY within four (4) weeks from the Notice to Proceed. 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 on a time
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and materials basis for a fixed fee of $8,500 for environmental consulting services as
indicated and further described in CONSULTANT'S scope of work and fee schedule
which is attached hereto and incorporated herein by Exhibit "A".
(b) CITY may request additional specified work under this agreement.
All such work must be authorized in writing by the City Manager prior to
commencement.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
Jones & Stokes Associates
17310 Red Hill Avenue, Suite 320
Irvine, CA 92614
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
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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 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 policy or
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policies shall contain endorsements naming the CIT , 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.
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
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document is prepared by CONSULTANT on a computer, CONSULTANT shall
preparesuch 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 on a
three and one-half inch (3 1/2")floppy diskette.
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.
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 City Manager 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
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costs of litigation, including reasonable attorneys' fee whic 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 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
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This Agreement represents the entire and in egrated 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:
Chad R. Beckstrom, AICP
Jones & Stokes Associates
17310 Red Hill Avenue, Suite 320
Irvine, CA 92614
If to CITY:
Les Evans, City Manager
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: 2 0` Jones & Stokes Associates
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