ATTACHMENT A
CONSULTANT/PROFESSIONAL SERVICES
STANDARD PROVIDER AGREEMENT
SCOPE OF SERVICES
JENSEN HUGHES LLC., COST PROPOSAL
1 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT
BY AND BETWEEN
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
AND
JENSENS HUGHES, INC.
FOR
FIRE SPRINKLER ANALYSIS & DESIGN, PROJECT ESC24-062
THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 20___, for reference purpose only, is made and entered into by and between Southern California Logistics Airport Authority, a joint powers authority, located in the County of San Bernardino, State of California, hereinafter referred to as the “ SCLAA”, and Jensen Hughes, Inc., a state of Maryland corporation, hereinafter referred to as “Consultant.” The SCLAA and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.”
RE
CITALS:
W
HEREAS, the SCLAA requires Consultant/Professional Services Provider Agreement for Fire Sprinkler Analysis & Design; and
W
HEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and W
HEREAS, in light of the facts set forth above, the SCLAA desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Fire Sprinkler Analysis & Design; and
N
OW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
S
ection 1. RECITALS
The R
ecitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.
S
ection 2. SCOPE OF SERVICES
Consultant shall provide to the SCLAA thos e services s et forth in the Scope of Services, attached hereto as Exhibit “A”, and incorporated as part of this Agreement by this reference. 2 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
Section 3. COMPENSATION
The SC
LAA shall pay to Consultant a sum not to exceed One Hundred Ninety- two Thousand Seven Hundred and 00/100 Dollars ($192,700.00) for faithful performance of the services to be rendered under this Agreement, subject to the Cost Proposal provisions of Section 4, below. No expense reimbursements, including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “ B”, below; (ii) appear on Consultant’s monthly invoices to the SCLAA; (iii) are supported by the appropriate receipts and other such documentation as the SCLAA shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made i n accordance with any the SCLAA policy governing same.
S
ection 4. COST PROPOSAL
The SCLAA shall pay Consultant as provided in the Cost Proposal attached hereto as Exhibit “B” and incorporated as part of this Agreement by this reference. The provisions of Exhibit “B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the SCLAA detailed monthly invoices which include, if applicable, a description of all services/ tasks performed, the number of hours expended on each servic e/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the SCLAA approximately thirty (30) working day s following receipt of Consultant’s invoice.
Se
ction 5. RESERVED
S
ection 6. TERM OF AGREEMENT
Thi
s Agreement shall be for an Initial Term of commencing on the date of full execution of Agreement (the “Commencement Date”) and expiring on June 30, 2024 (the “Termination Date”) (the “Term”), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent agreement by the Parties, this Agreement may continue on a month-to-month basis until terminated pursuant to Section 21 below.
Thi
s Agreement may be extended for four (4) additional one-year periods (hereinafter “Option Periods”), at the option of SCLAA, subject to satisfactory performance as determined by SCLAA. SCLAA shall give Consultant sixty (60) days advance written notice prior to the expiration the initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should SCLAA decide to exercise its option(s) to extend.
I
n the event SCLAA does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then-current Term or Option Period without further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 below. Should SCLAA fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, SCLAA may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.
S
ection 7. INDEPENDENT CONTRACTOR STATUS
I
t is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint ventures, or partner of the SCLAA. Nothing in this Agreement shall be 3 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
interpreted or construed as creating or establishing the relationship of employer and employee between the SCLAA and Consultant or any employee or agent of Consultant . Both Parties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.
Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS REGARDING INDEPENDENT CONTRACTOR’S STATUS OF CONSULTANT
a. Consultant represents and acknowledges the following:
(1) The SCLAA is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the SCLAA.
(3) The services described in this Agreement can be performed without the use of the SCLAA equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the S CLAA must maintain any contractual relationship with Consultant on a continuing basis after termination of this Agreement.
(5) The SCLAA will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Consultant to perform the services described in this Agreement.
(6) Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the SCLAA.
b. The SCLAA represents and acknowledges the following:
(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.
(2) The SCLAA will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement. Nothing contained in this Agreement shall prevent the SCLAA from hiring Consultant’s employees or assistants after termination of this Agreement.
(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the SCLAA on a continuing basis after termination of this Agreement.
(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.
(5) Consultant is not required to devote full time to the business operations of the SCLAA in order to perform the services set forth in this Agreement.
4 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
(6) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at the SCLAA or on the SCLAA or City- owned property.
(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the P ayment Schedule set forth in Exhibit and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in t his Agreement in any particular order or sequence.
(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.
Section 9. NOT AGENT OF THE SCLAA
a. Nothing contained in this Agreement shall be deemed, construed, or represented by the SCLAA or Consultant or by any third person to create the relationship of principal and agent.
b. Consultant shall have no authority, express or implied, to act on behalf of the SCLAA in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the SCLAA to any obligation whatsoever.
Section 10. LICENSES AND PERMITS
Consultant represents that it has obtained and will maintain at all times during the Initial Term (and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement.
Section 11. STANDARD OF PERFORMANCE; WARRANTY
a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to C. Eric Ray, Airport Director, or his designee.
b. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the services and work to be performed;
(2) Has investigated the issues regarding the scope of services to be provided;
(3) Has carefully considered how the services and related work should be performed; and
(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.
5 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
Section 12. FAMILIARITY WITH WORK
Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the SCLAA, Consultant shall immediately inform the SCLAA of such fact and shall not provide any services, except at Consultant 's risk, until written instructions are received from C. Eric Ray, Airport Director, or his designee.
Section 13. CONFLICTS OF INTEREST
Consultant covenants that it does not have a ny interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it.
In the event the SCLAA determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the Authority Secretary’s Office pursuant to the written instructions provided by the Authority Secretary. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the SCLAA.
Section 14. COMPLIANCE WITH LAWS
Consultant shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members.
Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY
INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Commercial General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the acts or omissions of the Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.
b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement , (and during the Option Period, if applicable), Commercial Vehicle Liability Insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the SCLAA. 6 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
Section 17. PROFESSIONAL LIABILITY INSURANCE
Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omi ssions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.
Section 18. ADDITIONAL INSURED
Notwithstanding any inconsistent statement in any requi red insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability , shall be endorsed to name the SCLAA, the City of Victorville, their officers, employees, servan ts, volunteers, agents and independent contractors, including, without limitation, the Authority Legal Counsel, as additional Insureds.
Section 19. WAIVER OF SUBROGATION RIGHTS
Consultant shall require the carriers of all required insurance policies , with exception to Professional Liability, to waive all rights of subrogation against the SCLAA, the City of Victorville and their officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.
Section 20. PROOF OF INSURANCE COVERAGE; REQUIRED
ENDORSEMENTS
a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the Authority Secretary certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) bus iness day prior to the commencement of any services to be performed under this Agreement.
b. The policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the SCLAA shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
c. Each policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the SCLAA of such termination or expiration.
d. Each policy and certif icate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.
e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the SCLAA, its officers, officials, employees, and volunteers. Any insurance or self - 7 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
insurance maintained by the SCLAA, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”
Section 21. TERMINATION OR SUSPENSION
a. This Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the SCLAA shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. This Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance wri tten notice of s uch termination or suspension. In the event of such termination, the SCLAA shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
Section 22. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 23. INDEMNIFICATION
a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the SCLAA, its officers, employees, representatives, and agents (the “SCLAA Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the SCLAA (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the SCLAA Indemnitees.
b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limi ted to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.
(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the SCLAA Indemnitees shall be limited to the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.
(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this reference. Nothing in 8 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the SCLAA Indemnitees.
c. The SCLAA does not and shall not waive any rights that it may have against Consultant under this Section, because of the acceptance by the SCLAA, or the deposit with the SCLAA, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.
d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.
Section 24. REPORTS
Upon request by C. Eric Ray, Airport Director, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the SCLAA concerning Consultant's performance of the services required by this Agreement.
Section 25. RECORDS
a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable C. Eric Ray, Airport Director, or his designee, to evaluate the cost and the performance of such services.
b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
c. C. Eric Ray, Airport Director, or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.
d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to C. Eric Ray, Airport Director, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.
Section 26. RESERVED
Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK
a. Any and all documents and information obtained from the SCLAA or prepared by Consultant for the SCLAA shall be kept strictly confidential unless otherwise provided by applicable law. All the SCLAA data, documents and information shall be returned to the SCLAA upon termination of the Agreement.
b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly 9 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
without the prior written approval of C. Eric Ray, Airport Director, or his designee, or as required by applicable law.
c. Consultant shall not disclose to any other entity or person any information regarding the activities of the SCLAA, except with the prior written approval of C. Eric Ray , Airport Director, or his designee, or as required by applicable law.
d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the SCLAA and shall be surrendered to the SCLAA upon the completion of Consultant’s services or when requested by C. Eric Ray , Airport Director, or his designee. Such materials may be used, reused or otherwise disposed of by the SCLAA without the permission of Consultant.
e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
Section 28. PRINCIPAL REPRESENTATIVES
a. Bruce Campbell, FSPE, Vice President , or his designee, is designated as the principal representative of Consultant for purposes of communicating with the SCLAA on any matter associated with the performance of the services set forth in this Agreement.
b. C. Eric Ray, Airport Director, or his designee, shall be the principal representative of the SCLAA for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.
c. Either Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.
Section 29. MODIFICATIONS AND AMENDMENTS; EXTRA SERVICES
a. This Agreement may be modified or amended only by a written instrument signed by both Parties.
b. During the I nitial Term, the SCLAA may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the SCLAA to be necessary for the proper completion of Fire Sprinkler Analysis & Design, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.
Section 30. ENTIRE AGREEMENT
a. This Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the SCLAA and Consultant with respect to the subject matter of this Agreement.
b. This Agreement contains all of the covenants and agr eements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges 10 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement.
c. No agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.
Section 31. AMBIGUITIES
This Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity exi sting herein shall not be interpreted against either of them. Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.
Notwithstanding the foregoing, the Parties agree that Exhibit “ B” is attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Consultant/Professional Services Standard Provider Agreement and Exhibit “B”, the terms of this Consultant/Professional Services Standard Provider Agreement shall control and nothing set forth in Exhibit “ B” shall be deemed to supersede any of the provisions of this Consultant/Professional Services Standard Provider Agreement.
Section 32. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:
To the SCLAA: C. Eric Ray, Airport Director
Southern California Logistics Airport Authority
18374 Phantom West
Victorville, CA 92394
To Consultant: Bruce Campbell, FSFPE, Vice President
Jensen Hughes, Inc.
3610 Commerce Drive, Ste 817
Baltimore, MD 21227-1652
b. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.
Section 33. NON-LIABILITY OF THE SCLAA OFFICERS AND
EMPLOYEES
No officer or employee of the SCLAA shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by the SCLAA or for any amount, which may become due to Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.
11 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
Section 34. REVIEW BY ATTORNEYS
Each Party hereto has had its attorney(s) review this Agreement and all related documents.
Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.
Section 35. WAIVER
a. No waiver shall be binding unless executed in writing by the Party making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
c. Failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.
Section 36. ASSIGNMENT
This Agreement shall not be assigned by either Party without prior written consent of the other Party.
Section 37. CARE OF WORK
The performance of services by Consultant or the payment of money by the SCLAA shall not relieve Consultant from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the SCLAA, when such incomplete, inaccurate or defective work is due to the negligence of Consultant.
Section 38. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.
Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.
Section 40. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.
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Section 41. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.
Section 42. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.
Section 43. DEFAULT
a. Failure or delay by any Party to this Agreement to perform any materi al term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The Party claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. In the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.
Section 44. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.
Section 45. VENUE
All proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.
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Section 46. ATTORNEYS’ FEES
I
n the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.
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ection 47. EFFECTIVENESS OF AGREEMENT
Thi
s Agreement shall not be binding upon the SCLAA, until signed by the authorized representative(s) of Consultant , approved by the Authority Risk Manager, and executed by the authorized the SCLAA personnel or Authority Board Chairman.
Section 48. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING
AGREEMENT
a. E
ach of the Parties to this Agreement hereby represents that all necessary and appr
opriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The
persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.
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ection 49. COUNTERPARTS
Thi
s Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement. (
END OF THIS PAGE)
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.
S
OUTHERN CALIFORNIA LOGISTICS JENSEN HUGHES, INC.
AIRPORT AUTHORITY
By
:______________________________ By:________________________ Elizabeth Becerra, Bruce Campbell, FSFPE,
Authority Chairman Vice President
D
ated: ___________________________ Dated:_______________________ A
TTEST
B
y:________________________________
Jennifer Thompson,
Authority Secretary
D
ated:_____________________________
S
OUTHERN CALIFORNIA LOGISTICS Approved as to Standard
AIRPORT AUTHORITY Form
By
:___________________________________ By:____________________________ Sandra Bostick, Andre de Bortnowsky,
Authority Risk Manager Authority Legal Counsel
D
ated:________________________________ Dated:_________________________ 15 Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24- 062
EXHIBIT A
SCOPE OF SERVICES
S
ee Attachment
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
ESC24-062 Hangar Fire Sprinkler Analysis and Design
SC
OPE OF SERVICES
The Scope of Services described below shall be performed by a licensed Fire Protection Engineer (FPE) firm to determine the feasibility of transitioning SCLA’s current AFFF hangar fire suppression systems to water only wet -pipe systems in each of the seven aircraft hangars. The services provided shall be in accordance with the 2022 Edition of NFPA 409 , w hich allows Fire Risk Assessments to be performed to allow alternative methods of fire protection in aircraft hangars. The Fire Risk Assessments, which include a Fire Hazard Analysis, and subsequent wet pipe transition designs shall be performed in two phases, based upon the California Building Code occupancy classification of each hangar. The first phase shall include f our hangars used for aircraft maintenance operations that are classified as Storage (S) occupancy. The second phase shall include three hangars used for aircraft painting operations that are classified as Hazard (H) occupancy.
P
hase I – Hangars 676, 678, 681, and 683 (S-Occupancy)
1. On-s
ite evaluation of each aircraft hangar.
2. F
ire Hazards Analysis performed for each aircraft hangar.
3. P
reparation of an Alternate Materials and Methods Request (“AMMR”) for each hangar.
4. In-per
son meeting with the A uthority Having Jurisdiction to present the FHA and AMMR for each hangar (Phase I only).
5. A
utomatic foam/water sprinkler conversions to w et-pipe system design sketches and specifications for each hangar.
6. A
ssist SCLA staff in evaluating contractor bid packages related to the wet -pipe conversion project for each of the 4 hangars in Phase I.
7. T
hree in-person trips during contractor installation/modifications of the sprinkler systems, where the final trip will be for acceptance testing by the contractor(s).
Phase II – Hangars 746, 747, and 756 (H-Occupancy)
1. On-s
ite evaluation of each aircraft hangar.
2. F
ire Hazards Analysis performed for each aircraft hangar.
EXHIBIT A
16/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062
3. P
reparation of an Alternate Materials and Methods Request for each hangar.
4. A
utomatic foam/water sprinkler conversions to w et-pipe system design sketches and specifications for each hangar.
5. A
ssist SCLA staff in evaluating contractor bid packages related to the wet -pipe conversion project for each of the 3 hangars in Phase II.
6. T
hree in-person trips during installation/modifications of the sprinkler systems, where the final trip will be for the acceptance testing by the contractor(s).
EXHIBIT A
17/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062
EXHIBIT B
C
OST PROPOSAL
S
ee Attachment
18/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
19/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
20/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
21/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
22/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
23/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062 EXHIBIT B, COST PROPOSAL, PROJECT ESC24-062
24/Consultant/Professional Services Provider Standard Agreement /Jensen Hughes, Inc./Project ESC24-062