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HomeMy WebLinkAboutContracts & Agreements_29A-2019PS I I (1 24 19) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement foi the provision of professional environmental consulting services ("Agreement") is made and entered in this 15ti' day of February, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Environment Planning Development Solutions, Inc (dba EPD Solutions, Inc), a California corporation ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE I — ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide environmental scoping, preliminary traffic analysis and modeling, and environmental document preparation services for City (the "Services") 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services ARTICLE 2 — SERVICES OF CONSULTANT 21 The Services that Consultant shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws ARTICLE 3 ---- RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 32 City designates Brian Desatnik, Director of City's Development Services Department, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 41 Consultant shall perform and complete the Services in a prompt and diligent manner L Icaldjcn\Agreements\EPD Solutions Agreement.PS I I doc PS 1 1 (1 24 19) 42 Consultant shall complete the Services by April 30, 2019, unless the Services are terminated earlier as provided for herein 43 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff ARTICLE 5 —PAYMENTS TO CONSULTANT 5 1 Total compensation for Consultant's performance of the Services shall not exceed the amount of thirty thousand dollars ($30,000 00) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Compensation" attached hereto and incorporated herein by reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no Iater than thirty (30) days after receipt and approval by City of Consultant's invoice 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered marl, with return receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section Cy Buan Desatnik, Director Development Service Department 35 Cajon Street, Ste 20 P O Box 3005 (mailing) Redlands, CA 92373 bdesatnik@cityofredlands org (909) 798-7555 Consultant Konnie Dobreva, J D Director of Environmental Planning EPD Solutions, Inc 2030 Main Street, Suite 1200 Irvine, CA 92614 konnie@epdsolutions com Telephone (949) 794-1183 Fax (949) 752-0597 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant Consultant shall provide City with certificates of insurance and endorsements L Icaldpn\Agreements\EPD Solutions AgreementTS i i doe 2 PS 1 1 (1 24 19) evidencing such insurance prior to commencement of the Services Insurance policies shall Include a provision prohibiting cancellation oi. modification of the policy except upon thirty (30) days prior written notice to City A Workers' Compensation and Employer's Liability Insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured of exempt from the woikers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability Insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required City shall be named as an additional insured and such Insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance oI self-insurance maintained by City D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Panties to assign or subcontract a portion of the Services, Consultant shall add such assignee of subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 62 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury of death to persons or damage to property occasioned by any negligent act or omission by, of the willfill misconduct of, Consultant, of its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment of interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property of investment that would be affected in any mannel or degree by the performance of Consultant's Services § Consultant further covenants and L 1ca1djm\Agreements\EPD Solutions Agreement.PS I 1 doc 3 Ps 1 l (1 24 19) represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant A Does not snake a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in snaking a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a positron specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Pair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City CIerk ARTICLE 8 M.. GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment of attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 83 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth Consultant shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Consultant are for its account L Icaldjm\AgreementslEPD solutions Agreement.PS 1 1 doc 4 PS l l (1 24 19) only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 84 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination 85 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services foi a period of three (3) years, or for any longer period required by Iaw, from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Consultant 86 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one of more of the sentences, clauses, paragraphs or sections contained in this Agreement 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 of invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement L Icaldyn\AgreementslEPD Solutions Agreement.PS 1 I doc 5 PS 1 1 (1 24 19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS By / 'JtU�, aW IM01"J — J e Mc nnell, Acting City Manager Attest (71�� Aa�� JKre Donaldson, City Clerk LicaldjmlAgreements\EPD Solutions Agreement, PS 1 l.doc 6 ENVIRONMENT PLANNING DEVELOPMENT SOLUTQNS, INC Krout, Ps l i (1 24 19) EXHIBIT "A" SCOPE OF SERVICES This environmental work (traffic analysts) is being performed foi the possible ballot measure ZD that may be placed on the November 2019 ballot to amend the General Plan and a growth control ordinance The general parameters of the draft ballot measure are The Transit Villages Planning Area (TVPA) for General Plan purposes will be the boundaries of the proposed specific plan The City proposes to exempt the TVPA from all provisions added by Measure U to the General PIan, including a Traffic Level of Service (LOS) limitations that are described in Measure U, such as maintaining or mitigating to LOS 'C' or the existing LOS whichever is applicable b The TVPA will be exempt from the Measure U restriction on creating new residential land uses (which will allow the City to implement a form based code for zoning that will be used for the specific plan) c Density in the TVPA will be allowed to increase over the present General Plan's limitation of approximately 27 DU/acre (which will allow the City to implement a form based code for zoning that will be used foi the specific plan) d Building height maximum in the TVPA proposed to be five stories or 68 feet high • The City suggests a "cap" on the building permits allowed per year in the TVPA of 400 pet year No cap is envisioned concerning density (expressed as DU/acre), TVPA zoning will address maximum buildout through building mass/form limitations and perhaps Floor -Area Ratio (FAR) • Reduction in residential building permits issued annually outside of the TVPA to be in the 200.300 range (reduced from the existing limitation of 400 annually) • The preliminary project description for the Transit Villages Specific Plan involves a Two thousand (2,000) dwelling units in the specific plan area, b Retail square -footage totaling approximately 265,000 square -feet in the specific plan area, c Office square -footage totaling approximately 238,000 square -feet in the specific plan area L 1cMdjm\AgrcementsTPD Solutions Agreement,PS I I doc 7 ENVIRONMENT I PLANNING I DEVELOPMENT SOLUTIONS, INC. February 15, 2019 City of Redlands Planning Division Attn- Brian Foote, Planning Manager 35 Cajon Street, Suite 20 Redlands, Calif 92373 Re- Proposal for Traffic Counts and Analysis in Support of the Measure U Ballot Measure CE0A Document Dear Mr Foote. Thank you for inviting us to propose on the traffic analysis effort in Support of the Measure U Ballot Measure CEQA Document Given our role as the traffic consultant and CEQA document preparer for the Transit Villages Specific Plan, we are the perfect fit to assist with this effort to limit duplication of work and timely completion of the analysis Below is our proposed scope of work for this work Scope of Work EPD will prepare additional traffic analysis to support Placeworks preparation of the Noise and Air Quality/Greenhouse Gas analyses for the proposed ballot measure that would exempt the Transit Villages Specific Plan from Measure U Some of the work required to prepare the analysis requested by Placeworks is already included in the traffic study scope for the Specific Plan, which effectively reduces this initial work, however, there will be additional work required to provide post -processed segment volumes in the timeframe requested and coordinate with Placeworks as they prepare the necessary CEQA document for the ballot measure The following is a description of the deliverables and dates to be provided - Project Trip Generation for the Transit Villages Specific Plan - March 1, 2019 - Existing and General Plan Buildout roadway segment volumes for baseline and with project conditions - March 20, 2019 - Vehicle Miles Traveled (VMT) within the Specific Plan area without and with proposed project- March 20, 2019 In order to meet these deadlines, the following tasks and schedule will need to be adhered to by the project team February 19 Delivery of final project description from City (number of DU's and SF of commercial) February 20 -- 22. Modeling of project land uses by EPD February 26 Traffic Study Area finalized and transmitted by EPD to City for approval February 28 City approves Study Area March 5-7 Conduct roadway segment traffic counts by traffic counter under EPD contract This scope of work and budget assumes up to 50 roadway segments This is in addition to the intersection volumes already scoped as part of the traffic study in the Transit Villages Specific Plan EIR scope of work City of Redlands Traffic Counts and Analysis February 15, 2019 March 14 Receive traffic count data from traffic counter under EPD contract March 14 — 19• Post Process and finalize volume development for roadway segments by EPD March 20. EPD to transmit segment volumes to Placeworks In order to meet this schedule, EPD will need to collect segment volumes Proposed Fee For the above scope of work, EPD proposes a fixed fee of $30,000, which includes labor and direct expenses Thank you for the opportunity to submit this proposal I am authorized to negotiate and contractually bind EPD Solutions This submittal is binding for 90 days Please direct any communications related to this proposal to Jeremy Krout, AICD, LEED GA President EPD Solutions, Inc 2030 Main Street, Suite 1200 Irvine, CA 92614 (949) 794-1181 jeremy@epdsolutions corn If this proposal is acceptable to you, please sign this page and return the signed document to me, which we will accept as a Notice to Proceed Respectfully submitted, EPD Solutions, Inc. Jeremy Kraut President Approved by Signature Printed Name and Title Date City of Redlands Traffic Counts and Analysis February 15, 2019 PROVISIONS OF AGREEMENT 1 City of Redlands ("Client") and Environment I Planning I Development Solutions, Inc ("Consultant") agree that the following Provisions of Agreement ("Provisions") shall be part of the agreement to Client dated February 15, 2019 for the services described therein ("Project") to which these Provisions are attached and both shall be considered and constitute the "Agreement" referenced herein 2 Client and Consultant agree to cooperate with each other in order to fulfill their responsibilities and obligations under this Agreement Both Client and Consultant shall endeavor to maintain good working relationships among members of the project team 3 Consultant will perform its professional services in the manner identified in the Agreement up to the identified maximum professional services fee Services provided on a time and materials basis or additional services will be charged based on the following hourly billing rates. List of Standard Hourly Rates Position Hourly Rate President $195 Principal En sneer Director of Transportation Planning $200 Directors of Planning, Environmental Planning, Development $175 Senior Engineer $165 Senior Associate Project Manager $160 Associate Environmental Analyst/Planner $125 Project Planner Assistant Project Manager $115 Professional Staff GIS Graphics $95 Support Staff $55 Once the maximum fee is reached, Consultant will stop work unless Consultant and Client agree to increase the maximum fee amount or Client agrees to pay for additional services in accordance with Consultant's billing rates identified herein This rate schedule is subject to change due to the granting of wage increases and/or other employer benefits to field or office employees during the lifetime of this agreement 4 Consultant's services will be performed in a timely manner consistent with good professional practice and the desire that the Project proceed as expeditiously as practical, and Consultant will use its best efforts to meet any reasonable Project schedule which shall be extended for reasonable cause or by mutual consent 5 This Agreement supersedes all negotiations and prior agreements concerning the Project and is intended as a complete and exclusive statement of the entire Agreement between Client and Consultant concerning the Project Subsequent modifications to this Agreement shall be in writing and signed by both Client and Consultant 6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding on Client and Consultant 7 If the scope of services includes Consultant's assistance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a representation, warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency $ Client acknowledges that its right to utilize reports and other documents of Consultant provided pursuant to this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this Agreement, and Client has performed all its obligations under this Agreement, including but not limited to payment for services rendered 9 Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes, use or reuse of the electronic files for any other project by anyone other than Consultant City of Redlands Traffic Counts and Analysis February 15, 2019 10 Right to Suspend Services If the Client fails to make payments when due or otherwise is in breach of this Agreement, Consultant may suspend performance of services upon five (5) calendar days' notice to the Client Consultant shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client Upon payment in full by the Client, Consultant shall resume services under the proposal agreement, and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension 11 Client acknowledges Consultant has the right to complete all services agreed to be rendered pursuant to this Agreement In the event this Agreement is terminated before the completion of all services, unless Consultant is responsible for such early termination, Client agrees to release Consultant from all liability for services performed In the event all or any portion of the services by Consultant are suspended, abandoned, or otherwise terminated, Client shall pay Consultant all fees and charges for services provided prior to termination, not to exceed the contract limits specified herein, if any Client acknowledges if the project services are suspended and restarted, there will be additional charges due to suspension of the services which shall be paid for by Client as extra services pursuant to paragraph 2 Client acknowledges if project services are terminated for the convenience of Client, Consultant is entitled to reasonable termination costs and expenses, to be paid by Client as extra services pursuant to paragraph 2 12 All fees and other charges due Consultant will be billed monthly and shall be due at the time of billing unless specified otherwise in this Agreement If Client fails to pay Consultant within thirty (30) days after invoices are rendered, Consultant shall have the right in its sole discretion to consider such default in payment a material breach of this entire Agreement, and, upon written notice, Consultant's duties, obligations and responsibilities under this Agreement may be suspended or terminated. In such event, Client shall promptly pay Consultant for all outstanding fees and charges due Consultant at the time of suspension or termination If Consultant elects to suspend or terminate Consultant's services pursuant to this provision, Consultant is entitled to reasonable suspension or termination costs or expenses 13 Consultant will provide Client with monthly invoices for services rendered and costs advanced Client agrees that all billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) days from the date of receipt of such billing, notifies Consultant in writing of alleged inaccuracies, discrepancies, or errors in billing 14 Client agrees to pay a monthly late payment charge, which will be the lesser of one and one half percent (1-1 /2%) per month or a monthly charge not to exceed the maximum legal rate, which will be applied to any unpaid balance commencing thirty (30) days after the date of the billing If Client notes any inaccuracies, discrepancies, or errors in billing pursuant to paragraph 13, late fees shall only apply beginning on the thirty-one (31) days after the inaccuracies, discrepancies, or errors hove been corrected 15 (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the design or construction of the project or following completion of the project, Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation, unless the parties mutually agree otherwise (b) Subdivision (a) shall not preclude or limit Consultant's right to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims court (c) Subdivision (a) shall not preclude or limit Consultant's right to record, perfect or enforce top notice remedies 16 Prints or document printing will be billed directly to Client by the print company at no additional Consultant administrative cost, or billed by Consultant at cost plus fifteen percent (15%) All other reimbursable expenditures will be invoiced at cost plus fifteen percent (15%) handling fee Sub - consultant costs not included in this proposal will be billed at cost plus twenty-five percent (25%) Mileage will be billed at the standard Federal rate as provided for under Internal Revenue code City of Redlands Traffic Counts and Analysis February 15, 2019 17 Performance: Services provided by Consultant will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances 18 Survival Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled 19 Waiver of Consequential Damages Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any consequential damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it was committed by the Client or Consultant, their employees, agents, subconsultants or subcontractors Consequential damages include, but are not limited to, loss of use and loss of profit, loss of business, loss of income, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty 20 Indemnity The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorneys fees and defense costs, to the proportionate extent caused by the Consultant's negligent performance of professional services under this Agreement and those of anyone for whom the Consultant is legally liable. This indemnity obligation with respect to Consultant's professional services shall only apply to the extent such Claims EA/are determined by a court of competent jurisdiction to have been caused by the negligence of the Consultant The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, to the extent caused by the Client's negligent acts or omissions in connection with the project associated with this agreement, the negligence of Client's contractor, its subcontractor, Client's other consultants and the acts of anyone for whom the Client is legally liable Neither the Client nor the Consultant shall be obligated to indemnify the other party in any manner whatsoever for the other party's sole negligence 21 The parties acknowledge that each is a business entity, and that each intends that its involvement with the Project should not subject its affiliated individuals to personal exposure for the risks attendant to that involvement, and therefore any claim which either party has or might have concerning the Project and or this Agreement shall be asserted only against the other's business entity and not against any EPD's employees, officers, directors, or principals 22 Consultant will be legally liable for only the services expressly undertaken pursuant to this Agreement, and not otherwise Consultant will not be legally liable for the providing of, or the failure to provide other services, even if information from others is incorporated into Consultant's instruments of service for ease of reference or otherwise Further, and without limitation, Consultant will not be responsible for delays or other matters beyond its reasonable control, for inaccurate information provided to it by Client or other reasonably reliable sources, for site conditions of which it was not informed, for hazardous materials or toxic substances at the Project site, for construction means, methods, techniques, sequences or procedures, including without limitation excavation, shoring, demolition or erection procedures or construction safety precautions and programs, for the timeliness or quality of contractor performance or for the failure of any contractor to perform work in accordance with the Project's construction documents, or for actions or inaction of third parties including other consultants, utility companies and governmental or quasi governmental agencies 23 Limitation of Liability In recognition of the relative risks and benefits of the project associated with this agreement to both the Client and the Consultant, the risks have been allocated such that the Owner agrees, to the fullest extent permitted by law, to limit the liability of the Consultant to the Client/Owner for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert witness fees and costs, so that the total aggregate liability of the Consultant to the Client/Owner shall not exceed an amount equal to the Consultant's insurance limits pursuant to the Certificate of Insurance provided by City of Redlands Traffic Counts and Analysis February 15, 2019 the Consultant to the Owner, whichever sum shall be less, regardless of theories of liability or causes of action asserted against Consultant unless otherwise prohibited by law 24 No Third Party Beneficiaries. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or the Consultant PS I 1 (1 24 19) EXHIBIT "B" COMPENSATION EPD Solutions, Inc , will conduct the above scope for the not -to -exceed cost of $30,000 EPD Solutions will bill on a time -and -materials bans, but will not exceed this cost estimate without prior written authorization from the City L Icaldjm\Agreements\EPD Solutions AgreementTS 1 t doe 14 PS I 1 (1 24 19) EXHIBIT ttC" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Directoi of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE l I am aware of the provisions of Section 3700 of the Labor Code which requires every ployer to be insured against liability for Workers' Compensation or to undertake self- insurance elfinsurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code § 186 1) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct E P D SOLUT ONS, INC Date -Z-A4-1; ly By Je e y Krout, Pr sident/CEO L %cakdjm\Agreements\EPD Solutions Agreement.PS 1 1 doc 15