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HomeMy WebLinkAboutContracts & Agreements_20-1992_CCv0001.pdf AGREEMENT This Agreement is made and entered into this 7th _ day of April, 1992 by and between the CHAMBERS GROUP, INC. (hereinafter referred to as 11CGI11) and the CITY OF REDLANDS, (hereinafter referred to as "City") . I. PURPOSE. The purpose of this Agreement is to establish the terms and conditions for CGI 's preparation of an Initial Study and Notice of Preparation of Environmental Impact Report pursuant to the California Environmental Quality Act (110EQA11) and to provide preliminary consultation with the U.S. Army Corps of Engineers relative to compliance with the National Environmental Policy Act ("NEPA") . GENERAL A. Incorporation of Documents This Agreement incorporates the following documents which are made a part hereof by this reference: • Scope of Work and Services (Attachment A) • Schedule of Fees (Attachment B) B. Conflicts in Documents City shall give written notice to CGI within twenty one (21) days after execution of this Agreement of any conflicts it determines exist among or between the above referenced documents. Failure to provide such written notification shall not result in the waiver of - any rights of City. Recommendations by City for interpretation, clarification, resolution, or correction of the WM94605 documents shall accompany the notification of conflict and shall not be implemented without CGI and City written approval. III. PRICE Compensation for the services performed by CGI under this Agreement shall not exceed $4, 700. 00, unless increased by written amendment to the Scope of Work and Services, executed by the parties hereto. IV. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. No rights, remedies and warranties available to CGI or City under this Agreement or by operation of law are waived or modified unless expressly waived or modified by CGI or City in writing. V. SEVERABILITY If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are and shall be deemed severable. DJM94605 -2- VI. TERMINATION, SUSPENSION, AND CHANGES IN SCOPE OF WORK A. Termination In the event City terminates this Agreement for any reason prior to complete and final delivery of all products and services specified in the Scope of Work and Services, City shall reimburse CGI for actual expenses incurred by CGI to that date. CGI shall stop work immediately upon receiving written notice from City that services shall be terminated and the date of receipt by CGI of the notice shall constitute the date of termination. B. Suspension of Work In the event City suspends work for any reason, CGI agrees to immediately suspend work until further written notice from City to resume work is received by CGI. If such suspension results in unavoidable increases in costs, an equitable adjustment to the price of this Agreement will be negotiated with City in accordance with Subsection C of this paragraph. C. Amendment to Scope of Work or Schedule No amendments shall be made to this Agreement except by written agreement executed by CGI 's Project Manager or Project Principal and an authorized representative of City. Amendment of the Scope of Work and Services Schedule of Fees or Agreement price shall only occur as set forth in this Paragraph. In the event City provides written notice to CGI of a proposed amendment of the work requirement under this Agreement, as soon as possible, but in no event later than one week after receipt of the proposed amendment, CGI shall provide written notice to City of the amount of any price increase or decrease due to such change, supported by full and DJM94605 -3- complete documentation. CGI shall also propose any adjustment in the Schedule of Work and Services set for completion of the entire work that is directly attributable to the change of work. VII. ADJUSTMENTS TO COMPENSATION FOR SUSPENSION OF WORK OR AMENDMENTS TO THE SCOPE OF WORK OR SCHEDULE A. Adjustments to Compensation or Schedule If City agrees to adjustments to compensation proposed by CGI for suspension of work or amendments to the Scope of Work and Services or Schedule of Fees according to the provisions of Section VI, then CGI shall proceed with the work at the agreed price and Schedule of Work and Services as amended. CGI does not hereby waive the right to further pursue a claim for a cost or schedule adjustment if such adjustment is warranted by actual work required and documentation supporting the extent of such necessary work is maintained by CGI. Work subject to such amendment(s) shall be performed in accordance with all applicable requirements of this Agreement, including any amendments hereto. VISI. SCHEDULE AND DELIVERABLE PRODUCTS AND SERVICES A. Schedule CGI 's performance under this Agreement shall be completed in accordance with the Scope of Work and Services described in Attachment A. B. Deliverable Products and Services The Scope of Work and Services, set forth in Attachment A, describe the deliverable products and services CGI shall provide under this Agreement. Deliveries of products shall be made on or DJM94605 -4 before the dates specified in Attachment A. If a delay in delivery is caused by unforeseeable events beyond the control and without the fault or negligence of CGI, CGI shall not be liable for such delays. All deliverable products and services shall be in accordance with generally accepted standards within the industry. IX. FORCE MAJEURE Neither City nor CGI shall be deemed to be in default in the performance of the terms of this Agreement if either party is prevented from performing by causes beyond its control, including, but not limited to: acts of God or the public enemy, interference, rulings or decisions by municipal, federal, state or other governmental agencies, boards or commission; any laws and/or regulations of such municipal, state, federal, or other governmental bodies; any catastrophe resulting from flood, fire, explosion, or other causes beyond the control of the defaulting party. If any of the stated contingencies occur, the party delayed by force majeure shall immediately give the other party or parties written notice of the cause of the delay. The party delayed by force majeure shall use reasonable diligence to correct the cause of the delay, if correctable, and if the condition that caused the delay is corrected, the party delayed shall immediately give the other party or parties written notice thereof and shall resume operations under this Agreement. In the event of a delay or other actions of the state instrumentalities, departments, or agencies which delay or other actions result in additional work, costs, or expenses incurred by CGI, an equitable DJM94605 -5- price adjustment may be negotiated to cover such increased costs of work, provided that CGI can clearly demonstrate the nature and amount of such increases in cost. Disagreements as to adjustments to compensation or schedule will be resolved as defined in paragraph VI. X. INDEMNITY A. City shall defend, indemnify and hold harmless CGI, its officers, agents and employees from any loss or liability by reason of property damage, personal injury or death arising out of City's negligent acts or omissions in performing its obligations under this Agreement. B. CGI shall defend, indemnify and hold harmless City, its elected officials, officers, agents, employees and attorneys from and against any loss or liability by reason of property damage, personal injury or death arising out of CGI, its agents and employees negligent acts or omissions in performing their obligations under this Agreement. XI. LIMITATION OF LIABILITY In no event shall CGI be liable to City for incidental, special or consequential damages in connection with or arising out of its entry into this Agreement or the furnishing of products or services hereunder. DJM94605 -6- XII. QUALITY All delivered products and services shall be as described in Attachment A and are subject to approval by City within a reasonable time after delivery. If delivered products and services are not acceptable to the City, CGI shall endeavor to correct any documented deficiencies within a reasonable time after being notified of said deficiencies. XIII. PROGRESS PAYMENTS AND INVOICING Unless otherwise agreed to in writing, payment shall be made monthly in accordance with actual costs incurred. Invoices for actual work performed in a calendar month shall be submitted monthly. Payment is due not later than thirty (30) days from the date the invoice is received by the City. XIV. EFFECTIVE DATE This Agreement shall not become effective until City and the applicant for the Project enter into and execute a written agreement relating to the funding and processing of the Initial Study and Notice of Preparation to be prepared hereunder. Xv. ENTIRE AGREEMENT This Agreement, together with Attachments and materials referenced herein, constitutes the entire agreement of the parties hereto as to the matters contained herein. DJM94605 -7- CHAMBERS GROUP, INC. CITY OF #£DADS BY: ^- B/: ° » ° © will " , z� Somas C. Ryan \ ® \°aƒ°\. < `ty` z Redlands TITLE: Vice president ATTEST: � -Ci t le£k j y+ 3 -n- ATTACHMENT A SCOPE OF SERVICES AND SCHEDULE SCOPE OF SERVICES CGI shall prepare an Initial Study and Notice of Preparation in accordance with the provisions of the California Environmental Quality Act ("CEQA") and shall provide preliminary consultation with the U.S. Army Corps of Engineers relating to compliance with the National Environmental Policy Act ("NEPA") for the proposed development project commonly referred to as the "Hidden River County Club" project (the "Project") . CGI does not expect that the Project Initial Study will result in a finding of no significant impact (leading to a negative declaration) . Thus, the primary purpose of the Initial Study will be to meet all Federal and State statutory and other legal requirements, to identify Federal statutory requirements, and to assist in focusing the Environmental Impact Report, (11EIR11) and NEPA environmental document. The specific tasks to be conducted by CGI are described below: 1. Project Description - The applicant for the Project and its consultant have prepared a preliminary development plan which CGI will use to prepare a Project description for the Initial Study. CGI will provide the Project description to City for review prior to commencement of the Initial Study. 2. Environmental Setting - CGI shall provide a brief description of the environmental setting of the Project site focusing on all relevant environmental features. Additional information about such environmental conditions shall be given in the analysis section to support the Initial Study. 3. CEQA Checklist - CGI shall complete the CEQA Initial Study checklists, or other checklist contained within City's CEQA guidelines, and provide a discussion of all checklist entries. All checklist entries shall also be discussed as to the DJM94605 ATTACHMENT A (Continued) Page 2 potential for the Project to cause significant adverse impacts. In accordance with statutory and case law, CGI shall provide specific justification for all "no" answers (which serves as the statement of finding of no significant impact and supports the elimination of issues from the impact discussion within the EIR) . Because CGI believes that an EIR should be prepared, CGI shall not develop mitigation measures within the Initial Study (such as would lead to approval of a negative declaration) . The Initial Study will include the results of consultation with the Corps of Engineers and preliminary understanding as to whether an environmental assessment (""EA'") or EIS shall be prepared to satisfy NEPA. 4. Consultation with Agencies - As required by Federal and State law, and in accordance with City Is CEQA Guidelines, CGI shall consult with all responsible agencies and trustee agencies on behalf of City during preparation of the Initial Study. At the discretion of City, this consultation may be conducted by City staff. 5. Screencheck Initial Study - Five copies of the screencheck Initial Study will be provided to City for review and comment. Suggested changes shall be discussed with City and the final Initial Study and Notice of Preparation will be prepared. 6. Final Initial Study - CGI shall provide sufficient copies of the revised Initial Study and Notice of Preparation to meet City's mailing and processing needs. CGI shall distribute the Initial Study and NOP to appropriate agencies. 7. Environmental Review Committee - CGI shall attend all applicable City Environmental Review Committee meetings) at which the Initial Study is considered. DJM94605 -2- ATTACHMENT A (Continued) Page 3 a. Coordination with Applicant and Client - During preparation of the Initial Study, CGI shall coordinate with the Applicant, its consultant and City to insure accuracy of documentation. SCHEDULE AND COST The draft Initial Study will be completed within twenty five (25) calendar days of the date of contract execution. CGI shall conduct the Scope of Work on a time and materials basis with a not-to-exceed compensation limit of $4,700. 00. Billing rates of CGI staff are provided in the Schedule of Fees, which is included as Attachment B. DJM94605 -3-