HomeMy WebLinkAboutContracts & Agreements_38-1994_CCv0001.pdf Chambers Group, InQ GENERAL CONDMONS
Effective May L 1994
SERVICES. Chambers Group, Inc. ("Chambers Group") shall perform its services ("Services") in
accordance with its proposal, or, in accordance with the Scope of Work agreed upon by the Parties that
is hereby incorporated herein and attached hereto as Exhibit A.
ACCESS. Client grants or shall obtain for Chambers Group and its subcontractors authority to enter the
property upon which Chambers Group's services are to be performed("Site"). Chambers Group will take
reasonable precautions to minimize damage to the Site and adjoining properties and any cost of correction,
repair, or replacement shall be borne by Client.
CLIENT INFOR54ATION. Client warrants the completeness and accuracy of information supplied by it
to Chambers Group and acknowledges that Chambers Group is relying upon such information without
verification by Chambers Group of its completeness and accuracy.
Client agrees to advise Chambers Group in writing prior to commencement of Services of the existence
of dust,fumes, gas,noise,vibrations or other particulate or nonparticulate matter at or near the Site that
may create a potential health hazard or nuisance to anyone working within the area and the existence
and identity of any known hazardous substance or waste materials. In the event any such conditions are
encountered during the course of Chambers Group's Services, Client agrees that the Services, schedule,
and fees may be adjusted.
STANDARD OF SERVICES AND WARRANTY. Chambers Group shall perform its Services in accordance
with generally accepted engineering and scientific practices adopted by environmental firms performing
services of a similar nature at the time Services are rendered. Client acknowledges that the Services may
involve the use of tests, calculations, analyses, and procedures that are in constant state of change and
refinement and that changes in methods and procedures have been made, are now being made, and are
expected to be made in the future.
Chambers Group warrants that, if any of its completed Services fail to conform to the above professional
responsibility standard, Chambers Group will, at its expense, perform corrective Services of the type
originally performed as may be required to correct any such defective Services of which Chambers Group
is notified by Client in writing within six(6)months after the completion of Services. Chambers Group's
total aggregate responsibility for defective Services shall not exceed the lesser of fifty thousand dollars
($50,000) or one hundred percent(100%) of the amount paid for Services. Chambers Group shall, for the
protection of Client, request from all vendors and subcontractors from which Chambers Group procures
equipment, materials, or services, guarantees which will be made available to Client to the full extent of
the terms thereof. Chambers Group's responsibility with respect to such equipment, services, and
materials shall be limited to the assignment of such guarantees and rendering assistance to Client in
enforcing the same.
Except as provided in this section, Chambers Group MAKES NO OTHER WARRANTY, EXPRESS OR
IMPLIED, and Chambers Group shall have no other liability to Client for defective Services, whether
caused by error, omission, negligence, or otherwise.
CONFIDENTIAL INFORMATION. Chambers Group will not knowingly disclose to others any
confidential information furnished by Client in connection with this project. Any information that Client
intends to be covered by this paragraph shall be clearly marked "Confidential." These restrictions shall
not apply to information that (i) Chambers Group had in its possession prior to disclosure by the Client,
(ii)becomes public knowledge through no fault of Chambers Group,(iii)Chambers Group lawfully acquires
from a party not under an obligation of confidentiality to the Client, (iv) is independently developed by
Chambers Group,or(v)Chambers Group is required to disclose by law or administrative order. Chambers
Group will not publish, in any technical articles or otherwise, information obtained from the Services in
a manner that would identify the Client's project without prior consent,
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FORCE MAJELTRE. Chambers Group will have no liability for any failure to perform or delay in
performance due to any circumstances beyond its reasonable control,including,but not limited to,strikes,
riots, wars, fires, floods, explosions, acts of nature, acts of governments, labor disturbances, delays in
transportation, or inability to obtain material or equipment.
ENTIRE AGREEAHM. The Client's engagement of Chambers Group represents Client's acceptance of
Chambers Group's Commercial Terms (Exhibit B) and these General Conditions, which constitute the
entire understanding and supersede any prior or subsequent communications, representations, or
agreements of the parties, whether oral or written, including Client's additional or different terms and
conditions that may be contained in any purchase order, work order, invoice, acknowledgment form,
manifest,or other document forwarded by Client to Chambers Group to which notice of objection is hereby
given. If any portion of the Commercial Terms or these General Conditions is held invalid or
unenforceable, the parties shall renegotiate this Agreement to effect the original intent to the maximum
possible extent, and any remaining portions shall continue in full force and effect. There shall be no
assignment of the rights or obligations by either party and any assignment shall render the duties and
obligations of the other party null and void. Termination of this agreement or the Services for any reason
shall not affect or minimize the respective rights, obligations, and limitations of liability contained herein.
AGREED AND D: AGREED AND AUTHORIZED:
CHAMB GR INC. CITY OF REDLANDS
h U.
Smith nature
7- (— , \,/ Swen Larson, Mayor
71tie Title
/, —) )-2- �� December 27 , 1994
Date' Date
ATTEST:
tTtl-e: I)Lorrie/ b zer, City Clerk
Cis, 6f' dlands
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EXHIBIT A - SCOPE OF WORK
PART I
1.1 SCOPE OF SERVICES
In reviewing the EIR for the Citrus Plaza Project, Chambers Group will operate as an
extension of existing City staff to review and comment on the adequacy of the project's EIR.
For ease of review, the following approach has been divided into four distinct tasks in order
to coordinate with the approach proposed by the Applicant's EIR consultant. In accordance
with direction from City staff, Chambers Group will not participate in Tasks 1 and 4.
L1.1 Task 1:
Chambers Group understands that City staff will meet with the Applicant's EIR consultant
in the early stages of the EIR preparation to ensure that they are familiar with the City's
requirements for the project's EIR. Per direction from City staff, Chambers Group will not
participate in this task.
L1.2 Task 2: Adniini�tratiye Draft and Draft EIR
Upon submittal of the Administrative Draft EIR by the Applicant's consultant, the City of
Redlands will provide Chambers Group with five copies of this document and associated
appendices. Upon provision of the Administrative Draft EIR, Chambers Group will review
the EIR to ensure compliance with applicable state and City laws and guidelines. Chambers
Group will also conduct a thorough review of the EIR to ensure that the EIR accurately
portrays the environmental impacts associated with the proposed project and alternatives.
The review of the project's Administrative Draft EIR will be the only review of the complete
EIR text.
In determining the compliance/adequacy of an EIR prepared for the Citrus Plaza Project
under CEQA, two broad areas will be evaluated. The first is a review of the content of the
EIR to ensure that it contains the items prescribed in both CCEQA and Redlands
Environmental Guidelines. The second area of evaluation concerns the technical analysis
contained in the EIR.
Content
The CE QA Guidelines and the City's Guidelines for the Implementation of CE QA both
outline the portions of an EIR that are required content. Table 1.1-1 provides a list of the
items that must be included in an EIR for it to be deemed adequate. This list will be used
by Chambers Group staff to ensure that all needed items are included.
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Table I.1-1
REQUIRED EIR CONTE
Required Section (CEQA)
Table of Contents (Section 15122)
Summary (Section 15123)
Introduction
Project Description (Section 15124)
Significant Environmental Effects of Proposed Project (Section 15126a); Environmental
Impacts
Unavoidable Significant Environmental Effects (Section 15126b)
Mitigation Measures (Section 15126c)
Mitigation Monitoring Program (Public Resources Code Section 21481.6)
Cumulative Impacts (Section 15130)
Alternatives to the Proposed Action (Section 15126d)
Growth Inducing Impacts (Section 15126g)
Local Short-Term Uses Versus Long-Term Productivity (Section 15126e)
Irreversible Environmental Changes (Section 15126f)
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Technical Analysis
From discussions with City staff, it is our understanding that the following resource areas
will be covered in the EIR, and associated EIR review.
► Land Use ► Hydrology/Water Quality
► Traffic/Circulation ► Hazardous Materials
► Air Quality ► Cultural Resources
► Geology & Seismicity ► Aesthetic Analysis
► Public Services/Utilities
Based on this list of resources, Chambers Group has assembled a team of experts that can
directly address these items (see Section 1.2.1). This team was selected not only for their
expertise in a given resource area, but also because of their knowledge of the Redlands area.
All of the individuals assigned to this project have also worked on the Hidden River Country
Club Estates Specific Plan EIR and the review of the Sunset Canyons EIR in Redlands. This
familiarity with the City provides the Chambers Group team with a depth of knowledge that
we feel is a unique asset to the City.
For each resource area, six aspects will be evaluated. This evaluation will be conducted
based on a review of the Administrative EIR and associated appendices provided by the City.
The following paragraphs define the types of analysis that will be performed for each resource
area.
► Environmental Setting. A full and detailed description of the project site and
surrounding environs is necessary in order to ensure that the full impacts of the project
are identified. The baseline information contained in this portion of the document is
necessary to accurately evaluate the context of each potential impact. In these sections,
the validity of the background data will be evaluated. This includes a review of the data
used, and the currency of the data.
► Significance Criteria. In evaluating the impacts associated with a project, the validity
of the significance criteria (thresholds) is the most critical aspects of an EIR. The EIR
should clearly delineate the thresholds used to define significance, and each significance
criterion should be supported by facts substantiating its use as a valid measurement of
impact.
► Methods Applied- The technical experts on the team will review the methods applied to
determine project impacts. For each resource, the field methods, assumptions, and types
of modeling utilized in the assessment of environmental impacts will be reviewed. Where
technical studies have been prepared in support of the EIR, Chambers Group will rely
on the findings of these studies in our evaluation of the EIR. Chambers Group will not
independently evaluate the modeling/calculations or field work performed.
► Mitigations AVpfied CEQA requires that all significant impacts be mitigated to a not
significant level if possible. An important consideration that will he used when
evaluating the mitigations provided in the EIR is the determination of each mitigations
applicability to the situation. That is:
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- does the mitigation achieve the desire result, and
- can the mitigation be implemented?
• Residual Inipacts. After the application of mitigations, the residual impact needs to be
discussed. If an impact can not be mitigated to a level of insignificance, the Applicant's
consultant should evaluate the potential for a project alternative to reduce the
significance of an impact.
► Alternatives. CEQA requires that alternatives to the proposed action be presented and
evaluated in the EIR. This review and evaluation shall include the No Project
Alternative, as well as other alternatives that reduce adverse impacts to the
environment. Chambers Group will review the EIR to see that a full range of
alternatives are included in the EIR. These alternatives will be reviewed for their ability
to reduce significant adverse impacts of the project. Chambers Group will also check to
see that information is provided to support the selection of the Environmentally Superior
Alternative.
In judging the adequacy of the analysis conducted in the EIR, the CEQA checklist prepared
for the project identifies a preliminary scope and focus of anticipated issues. This, along with
comment letters from agencies responding to the City's NOP and Chambers Group's
knowledge of the area will be used to ensure that the scope of analysis is adequate for
certification by the City Council.
Report on Review of Administrative Draft EIR
Following the review of the Administrative Draft EIR, which will take between 2 to 3 weeks
depending on the quality of the EIR, the City will be presented with a report that provides
a review of the document. This report will provide editorial comments on the document, a
discussion of areas needing further analysis, areas of controversy in technical approach, and
suggestions on changes needed in the document. This report will be to the point, and provide
clear direction on changes that the Applicant's consultant(s) will need to complete before the
City allows release of the Draft EIR to the public for review. Chambers Group's Project
Manager will be available to meet with City staff and the Applicant's consultant at one joint
meeting to discuss the contents of the review report.
Cris Review of Changes to Administrative Draft EIR
If necessary, Chambers Group will provide a consistency review of the changes made to the
Administrative Draft EIR to ensure that all changes requested by Chambers Group have
been incorporated into the Draft EIR prior to public release.
L1.3 3: Final E
Administrative Final EIR
The Final EIR will be comprised of two main sections: (1) a compilation of agency,
organization, and public comments on the Draft EIR with the appropriate responses, and
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(2) any changes to the Draft EIR that are required based on the agency and public review.
Since the number and scope of comments received can vary greatly, Chambers Group can not
effectively estimate the costs involved with such a review. For purposes of this proposal,
Chambers Group has assumed that no more than 35 agencies, organizations, or persons will
comment on the Draft EIR. Chambers Group will therefore review the responses prepared
by the Applicant's EIR consultant on comments from up to 35 agencies, organizations, or
persons. The review of responses to comments from agencies, organizations,or persons over
the first 35 commentors will be reviewed with compensation made on a time and materials
basis. If over 35 comments are to be reviewed, once the scope of this task is known,
Chambers Group will submit a cost estimate for the review and approval of the City as an
official change of scope prior to review of these responses in the Administrative Final EIR.
The review of the Administrative Final EIR will be conducted by the Chambers Group Project
Manager. This review will be focused on the following information:
► that all comments received have been adequately responded to in the Final EIR,
► that all comments that require changes in the content of the Draft EIR are included in
the Final EIR with the appropriate changes, and
that the format used in the Final EIR is in accordance with CEQA and City guidelines.
The review of the Administrative Final EIR will not include an evaluation of the document
by the technical experts used in the review of the Administrative Draft EIR. A review report
will be prepared and submitted to the City, and the Chambers Group project manager will
be available for one joint meeting with the City and the Applicant's consultant to discuss the
comments and changes requested.
Mitigation Monitoring Program
As required by state law, a mitigation monitoring program will be required for the project.
Chambers Group staff will work with the City on defining an acceptable format for this
document and providing this to the Applicant's consultant. The resulting mitigation
monitoring program will be reviewed to make sure that the measures can be implemented,
that they have the desired effect upon the impacts reported in the EIR, that the timeline for
their implementation is included, and that the agency or party responsible for the
implementation of the mitigation measure is clearly identified.
L1.4 Task 4: -CEQA Tit ccjr�;r
This task covers the preparation of associated environmental documentation for the project,
such as the Notice of Completion, Notice of Determination, and Statement of Overriding
Considerations(if required). Per direction from City staff, Chambers Group will not provide
any review functions under this task.
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1.3 NORETINGS
The following meetings will be attended by the Chambers Croup project manager. Other
team members can attend meetings as needed on a time and materials basis. For purposes
of this proposal, each meeting has been assumed to take 3 hours, including travel time.
Nuniber of Meetings Steps
1 meeting Meet with staff and consultant on Administrative Draft
EIR
1 meeting Meet with staff and consultant on Administrative Final
EIR
1 meeting Planning Commission hearing on project
1 meeting City Council hearing on project
ss A-6
P-AIRI 11 - COST- SLUDULE, AL%M AS
YL 1 COST
Table 11.1-1 provides Chambers Group's costs to complete the scope of work outlined in
Section 2 of this proposal. The project costs have been broken down by the four project tasks
proposed. Chambers Group proposes a lump sum of$15,583.00 for the proposed effort. As
stated in Section 2, review of the Administrative Final EIR is limited to review of the
responses to the first 35 comments received on the Draft EIR. Review of responses from
more than 35 agencies, organizations, or persons (combined) is not included in this cost
estimate, and will be done on a time and materials basis in addition to the costs presented
in this section. The costs presented in this section are based on the assumptions presented
in Section 2 as well as those specified in Section 5.3 below.
H.2 SCHEDULE
The following is a schedule for the review of the Citrus Plaza Project EIR review. For
purposes of costing this project, Chambers Group has assumed a start to finish duration of
6 months from receipt of the Administrative Draft EIR by Chambers Group.
Time fi-om When
Documents Presented to Steps
Chambers Group
2 to 3 weeks Review of Administrative Draft EIR
1 to 2 weeks Review of corrected Draft EIR
2 weeks Review of Administrative Final EIR
1 week LReview of Mitigation Monitoring Program
Cba rsently to review the documents in the m minnunt time
necessar
H.3 ASSUMPTIONS
The cost estimate is based on the assumptions listed in the technical proposal and the
assumptions listed below.
► The cost to review the EIR and Mitigation Monitoring Program does not include activities
outside the Scope of Work presented in our proposal.
► Any agreed upon out-of-scope costs and additional work will be based on the Schedule
of Fees (see Table 11.3-1) and Chambers Group's Standard Terms and Conditions (see
Appendix).
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Table H.1-1
CHAMBERS GROUP COST ESTIM[ArfE
Rate/ Task 1 Task 2 Task 3 Task 4
Section Person Cost Scoping Admin Draft Draft Final EIR CEOA Total
Project Summary R.Rust $80 8 2 $800
Proj.Description R.Rust $80 4 2 $480
Land Use L Calvert-Hayes $65 7 2 $585
Traffic/Circulation R.Rust $80 4 2 $480
Traffic Consultant RKJK $2,070 67% 330% $2,070
Air Quality T.Brody $80 7 2 $720
Geology&Seismicity L.Calvert Hayes $65 7 2 $585
Public ServicestUtilffies R.Rust $80 6 2 $640
Hydrology/Water Quality J.Schock $80 8 2 $800
Hazardous Materials T.Brody $80 7 2 $720
Cultural Resources R.Mason $72 8 2 $720
Aesthetic Analysis R.Rust $80 6 2 $640
Growth InduceiCumulative L Calvert-Hayes $65 4 1.5 $358
Alternatives Analysis R.Rust $80 4 1 $400
Long-term vs.Short-term L Calvert-Hayes $65 1 0.5 $98
Mitigation Monitoring Plan L Calvert-Hayes $65 10 $650
Review Response to Comments R.Rust $80 14 $1,120
Project Management/Hearings R.Rust $80 15 5 4 $1,920
TOTAL(Technical Analysis) $13,785
Word Processing T.Hines $45 6 4 1.5 $518
Editor J.MacGillivray $50 4 3 1 $400
Finance Contracts $60 2 1 1 $240
Printing(5 copies each) 30 pages each $3.00 10 25 25 $180
Computer Usage $15,00 18 4 2 $360
ODC's $100 600% 201% 209% $100
TOTAL(Other Costs) $1,798
TOTAL BUDGET $15,583
This budget includes review of EIR and associated technical reports. Site visits,recalculation of
,inputs,and modeling are not included in the above figures.
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► The proposed cost estimate includes printing of the number of pages and documents as
indicated below. Additional copies of the documents and pages will be billed at
Chambers Group's standard rate.
Document Na of Copies Na of Pages
Per Document
Comments on review of Administrative 10 30
Draft EIR
Comments on Draft Revisions 25 30
Comments on Mitigation Monitoring 25 30
Program
► The City will provide Chambers Group with five (5) complete copies of all documents to
be reviewed (including technical appendices) at no cost to Chambers Group.
► The Project Manager will attend a maximum of two public hearings,one scoping meeting,
and two coordination meetings as defined in Section 2.3. Each meeting is assumed at
3 hours each. Other technical staff'or additional hours required to attend meetings will
be billed as an add-on at rates provided in the Schedule of Fees (Table II.3-1).
► This cost proposal covers the review of a Administrative Draft EIR, a review of the
changes proposed to the Administrative Draft EIR based on this review, and the review
of a Mitigation Monitoring Program. If the Administrative Draft EIR is found to require
major changes that would require another complete review of the EIR, Chambers Group
reserves the right to renegotiate the scope and associated costs for performing this
additional review.
► Costs against the project budget will be accrued on a monthly basis and billed per the
terms as set forth in the contract. Terms will be Net 30 days. A 1 percent per month
interest charge will be applied for any balance due over 30 days.
► This cost estimate is good for a period of 30 days from the proposal due date
(i.e., August 20, 1994). Beyond 30 days, Chambers Group reserves the right to
reevaluate the estimated costs.
► The costs provided herein are based on the project and EIR description contained in the
Technical Proposal for the Preparation of an Environmental Impact Report, Mitigation
Monitoring and Reporting Program and Associated CEQA Documentation prepared by
Ultrasystems and dated July 13, 1994. The scope of work may be expanded as a result
of scoping, workshops, or response to the Notice of Preparation. Should such change in
scope of work be contemplated, Chambers Group reserves the right to modify the
estimated costs and schedule accordingly.
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Table II.3.1
CHAMBERS GROUP, INC.'S - SCHEDULE OF FEES - 1394
t3taaTltle �+
Project principal 41110.40
Program Manager 95.00
Senior Project Manager 85.00
Project Manager 80.00
Principal Planner 80.00
Senior Planner 66•DO
Associate Planner 50.00
Senior Environmental Analyst $5.00
Environmental Analyst 45.00
GIS Analyst 66.00
Senior Environmental WneerlSdentist 80.00
Senior Environmental Specialist 65.00
Environmental Specialist 60.00
Senior Biologist.Wildlife Biologist,Botanist 65A0
Associate Biologist 55.00
Senior MarindAquatic Biologist 80.00
Associate MarindAquatic Biologist 55.00
Director of Cultural Resources 72.00
Senior Principal Investigator 72.00
Senior Archasologle M storian 60.00
Surveyor/Cartographer 55.00
Archaeological Field DirectorllAb Director 50.00
Associate ArchaeologistfFieid Crew 35.00
Report Production Manager 60.00
Word Processor 45.00
Graphics Specialist 45.00
'technical Editor 50.00
Contracts Administrator 60.00
ClerkAYData Entry 30.00
Othur d I -I aorta itrard,pintiM SuPPUBS,Gim]arm billed at cwt plus 15910.
GmumAtade are baled at cast plus I5%.
GIS Msdriae'1'kme Is billed at$30 perr Mur,PC uaaV io baMed at$15 perMur.
A10
► Change orders will be issued and signed by the City and Chambers Group before starting
additional work not provided for in the original proposal. If the City's authorized
representative is not available for a signature, the additional out of Scope Work will not
commence until the change order is signed.
► If the original Scope of Work is interrupted due to no fault of Chambers Group, the
contract shall be considered complete and billing for work performed up to the time of
cancellation shall become due and payable immediately upon presentation of Chambers
Group's invoice.
► Robert Kahn, John Kain and Associates will provide the City with a technical review of
the traffic study prepared for the project. Chambers Group assumes that we can use and
rely on the studies prepared for the EIR and provided to Chambers Group by the City.
► Cost and schedule estimates are based on our best judgment of the requirements known
at the time of the proposal and can be influenced favorably or adversely by Client needs
and other circumstances. For purposes of costing this project, Chambers Group has
assumed a start to finish duration of six months from receipt of the Administrative Draft
EIR by Chambers Group. Chambers Group will endeavor to perform the services and
accomplish the objectives within the estimated costs and schedule.
► No verbal promises or changes to any part of this proposal will be honored by Chambers
Group unless documented in writing and signed with an authorized signature from
Chambers Group.
► In the event that Chambers Group's employees are requested or subpoenaed by the
Client to give expert or witness testimony or otherwise participate in a judicial or
administrative proceeding involving the Client and the EIR at any time, such services
are not included as part of Chambers Group's Scope of Work or cost estimate hereunder.
► Chambers Group shall not be held responsible for work delays or cancellations caused
by strikes, accidents, acts of God, or delays beyond the control of Chambers Group.
HA OTHER PROVISIONS
This proposal was prepared by Chambers Group solely for your internal use in evaluating
Chambers Group's business proposal and deciding whether or not to contract with Chambers
Group to perform the services described in this proposal. Chambers Group considers the
pricing and other business information the property of Chambers Group. This proposal and
the information contained herein shall not be used for any purpose other than as specifically
stated above and shall not be disclosed to any other party-without Chambers Group's written
consent.
It is agreed that Chambers Group may, for the client's convenience, and upon client's verbal
authorization, commence performance of the services before execution of a written contract.
In such event, it is agreed that Chambers Group's Standard Terms and Conditions shall
apply with respect to the services until the parties execute another contract covering such
services. Chambers Group will confirm client's verbal authorization in writing for
commencement of services within 24 hours of such verbal authorization. Unless client
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instructs Chambers Group in writing not to proceed within 24 hours of receipt of Chambers
Group's written confirmation, parties shall be deemed to have agreed to the commencement
of services in accordance with Chambers Group's confirmation notice.
If the client elects to use a purchase order or other document to commence the services or for
billing or accounting purposes, Chambers Group will refer to such document by number in
its correspondence, invoices, and work products; however, Chambers Group's Terms and
Conditions(see Appendix)will prevail over any such document, and only Chambers Group's
Terms and Conditions shall apply with respect to the services, superseded by a definitively
written contract when executed by the parties.
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Chambers GSA InQ Exhibit B -Commercial Terms
Effective May 1. 1994
SCOPE OF SERVICES. Chambers Group,Inc.(Chambers Group)will perform the services in its proposal
as set forth in the Scope of Work (Exhibit A) ("Services") in accordance with the following Commercial
Terms. These services shall be performed on a lump-sum basis.
RETAINER Chambers Group may require advance deposit of funds on specific projects based upon
project cost estimates. In those instances, Chambers Group and the Client will mutually provide terms
for the deposit of advance payments and provisions for crediting such advances against invoices for
Services completed.
INVOICING AND PAYMENT. Invoices will be issued monthly and will indicate the percentage
completion of the Scope of Work reflected in the invoice. Payments are due at the address appearing on
the invoice within thirty (30) days of invoice date. Invoices not paid within thirty (30) days are subject
to interest from the thirty-first (31st) day at the rate of one and one-half percent (IV2%) per month
(eighteen percent [18%] per annum). In addition, Chambers Group may, after giving seven (7) days
written notice to Client, suspend Services without liability until the Client has paid in full all amounts
due Chambers Group on account of Services rendered and expenses incurred including interest on past
due invoices or terminate Services without liability. If there is a disputed amount on an invoice, Client
agrees to pay all undisputed amounts in the thirty (30) day period. In the event that Chambers Group
places Client's account in the hands of an attorney for collection, Client agrees to pay Chambers Group
all fees and expenses, including attorneys' fees and expert fees, necessitated thereby.
ESTMUTE OF SCBEDULES. Chambers Group's estimates of schedule are for Client's planning
assistance only. Schedule estimates are based on our best judgment of the requirements known at the
time of the proposal and can be influenced favorably or adversely by Client needs and other circumstances.
Chambers Group will endeavor to perform the Services and accomplish the objectives within the estimated
schedule.
AGREEMENT. The Commercial Terms and the attached General Conditions (Chambers Group Form
GENCONDLGEN) govern the performance of the services and rights and obligations of the parties.
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