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HomeMy WebLinkAboutContracts & Agreements_10-2005_CCv0001.pdf AGREEMENT FOR THE PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT AND ASSOCIATED DOCUMENTS FOR. THE ENTITLEMENT APPLICATIONS COMMONLY KNOWN AS THE "BULLDOG COMMONS PROJECT" This Agreement is made and entered into this 18th day of January,2005,by and between the City of Redlands, a municipal corporation ("City") and ECORP Consulting, Inc. ("Consultant"). In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE 1 - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant and Consultant hereby accepts the engagement to prepare an Environmental Impact Report (EIR) and associated documents (the "Services") for the entitlement applications commonly known as the Bulldog Commons Project ("Project"). 1.2 The Services performed by Consultant under this Agreement shall be done in a professional manner, and Consultant represents that it is skilled and has the professional expertise necessary to provide high quality Services to City for the Project at the level of competency presently maintained by other practicing professional consultants in the industry providing similar types of Services. ARTICLE 2 - RESPONSIBILITIES OF CONSULTANT 2.1 The specific Services which Consultant shall perform are described in Exhibit "A" entitled "Proposal to Prepare an Environmental Impact Report for the Bulldog Commons Development Project" which is attached hereto and incorporated herein by this reference. 2.2 Consultant shall comply with all applicable Federal, State and local laws in its performance of the Services including, but not limited to, all applicable Labor Code laws, all non- discrimination laws, including the Americans with Disabilities Act, and the Fair Employment and Housing Act. ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City shall provide Consultant with all information in City's possession pertinent to the Services. 3.2 City will provide access to and make provision for Consultant to enter upon City property as required by Consultant to perform the Services. 3.3 City will designate a person to act as City's representative with respect to the Services and such person shall have complete authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the Services. c remist l.plaaaH(R Contact CUT 836 upd l ARTICLE 4 - PERIOD OF SERVICE 4A Consultant shall perform the Services in a prompt and diligent manner in accordance with the schedule provided on Page 16 of Exhibit "A." Z__ ARTICLE 5-- PAYMENT AND NOTICE 5.1 For its performance of the Services, Consultant shall be paid on a time and materials basis in accordance with the rates specified in Exhibit "A." Notwithstanding the foregoing, Consultant's compensation for the Services shall not exceed $20,155. 5.2 Payments by City to Consultant shall be made within thirty days after receipt and approval of Consultant's invoice, by warrant payable to Consultant. Invoices shall be billed on a monthly basis. 5.3 All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. No'tices, bills and payments sent by mail should be addressed as follows: City: Manuel Baeza, Associate Planner City of Redlands Community Development Department PO Box 3005 Redlands, CA 92373 Consultant: Donald R. Mitchell, Southern California Operations Manager ECORP Consulting, Inc. 412 East State Street Redlands, CA 92373 Notices shall be deemed given upon deposit in the United States mail, in all other instances,notices shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this Section. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Consultant's Insurance to be Primary All insurance required by this Agreement shall be maintained by Consultant for the term of this Agreement and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City. Consultant shall not perform any Services unless and until all required insurance listed below is obtained by Consultant. Consultant shall provide City with Certificates of Insurance and endorsements evidencing such insurance prior to commencement of the Services. All Insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to the City. 6.2 Workers' Compensation and Employer's Liability .1 ecreports"PlawEIR Contract CUP 836 wpd A. Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in amounts which meet statutory requirements with an insurance carrier acceptable to City. B. City and Consultant expressly waives all rights to subrogation against the other,their respective elected officials, officers and employees for losses arising from the Services performed under this Agreement. Consultant expressly waives Consultant's immunity for injuries to Consultant's employees and agrees that its obligation to indemnify and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage resulting from the sole negligence of City, its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees, the obligations provided herein to indemnify, defend and hold harmless are valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the term of this Agreement comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of one million dollars 61,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. Consultant shall obtain an endorsement that the City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to City. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. Certificates of insurance and endorsements shall be delivered to City prior to commencement of the Services. 6.4 Professional Liability Insurance. Consultant shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars ($100.000) per claim made and two million dollars (2,000,000) annual aggregate. Certificate of liability insurance and endorsement shall be delivered to City prior to commencement of the Services. 6.5 Business Auto Liability Insurance, Consultant shall have business auto liability coverage, with minimum limits of one million ($1,000,000)per occurrence,combined single limit for bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used on the project,hired and non-owned vehicles,and employee non-ownership vehicles. Consultant shall obtain an endorsement that the City shall be named as an additional insured and a certificate of insurance shall be delivered to City prior to commencement of the Services. 6.6 Assivnment and Insurance Reu—irements. Consultant is expressly prohibited from assigning any of the Services to be performed under this Agreement without the express written consent of City. In the event of mutual agreement reement between the parties to assign a portion of the Services, Consultant shall add the assignee as an additional insured and provide City with the insurance endorsements prior to any work being performed by the assignee. Assignment does not include printing or other customary reimbursable expenses that may ccre[)01-11;IpIaWEIR("0111trac,CUP 836 be provided for in this Agreement. 6.7 Hold Harmless and Indemnification. Consultant shall indemnify, hold harmless City, i elected officials, officers and employees from and against any and all actions, claims demands, lawsuits, losses and liability, for damages to persons or property, including costs and attorneys'fees,that may be asserted or claimed by any person,firm,entity, corporation, political subdivision or other organization arising out of or in connection with,Consultants's negligent and/or intentionally wrongful acts or omissions in performing the Services, but excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wrongful acts of City, its elected officials, officers, and employees or agents. ARTICLE 7 - GENERAL CONSIDERATIONS 7.1 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 recover its reasonable attorneys" fees. 7.2 Consultant's key personnel proposed for the performance of the Services are: Anne Surdzial, AICP, Project Manager CEQA/NEPA Manager Evelyn Chandler Cultural Resources Manager Kathy Buescher Simon, Principal Wildlife Biologist Consultant agrees that these key personnel will be made available and assigned to the Project, and that they will not be replaced without concurrence from City. 7.3 All documents, records, drawings, electronic data files and data base, photographic prints and negatives, designs and specifications, cost estimates, and other documents developed by Consultant pursuant to this Agreement and any co n the above described documents shall become the property of City and shall be delivered toyright interest�City upon completion of Services. 7.4 Consultant and City agree that Consultant is, for all purposes under this Agreement, an independent contractor with respect to the Services provided pursuant to this Agreement and not an employee of City. All personnel provided by Consultant pursuant to the provisions of this Agreement are to be employed by Consultant for its account only, and in no event shall Consultant or any 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. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the Parties. 7.5 Unless earlier terminated as provided for below, this Agreement shall terminat completion of the Services and acceptance by City. e upon 7.6 City may terminate this Agreement at any time, without cause, by prior written notice to Consultant identifying the termination date. 7.7 Upon receipt of termination notice.Consultant shall promptly discontinue all Services and cu�wperts'i�1an#aR C,�tt�:cC CUP 816 wpd 4 deliver or otherwise make available to City,copies of all data,design calculations draw specifications, reports, estimates, summaries and other information and materials asay have been accumulated by Consultant in performing he Services. Consultant shall be compensated on a pro-rata basis for any work completed up to he date of termination. i 7.8. This Agreement, including Exhibit "A," represents the entire agreement and understanding between the Parties as to the matters contained herein and any prior negotiations,proposals or oral agreements are superseded by this Agreement. Any amendment to this Agreement shall be in writing and approved by the City Council of City and signed b Consultant. g y City and 7.10 This Agreement and every provision hereof is for the exclusive benefit of the Parties to this Agreement and not for the benefit of any third party applicant for the Project and the owner of the real property onuwhigch he Projec, but not t is proposedited toto be constructed. p 7.11 This Agreement shall be governed by and construed in accordance with he laws of the State of California. IN WITNESS WHEREOF. duly authorized representatives of he parties have signed in confirmation of this Agreement. CITY OF REDLANDS ATTEST: By: I • avor C� Clerk ECORP Consulting, Inc. By Donald R. I itchDate ell, Southern California Operations Manager J ccl�ePOIU�p7aaJAR Contract CUP 836_wpd 5 PROPOSAL TO PREPARE AN EXHIBIT „A" NVIROTHE BULLDOG COMMONS DEVELOPMENT PMENT PMENTAL OT REPORT FOR RC}JECT ECORP will provide the Scope of Work detailed in this proposal on a time and materials basis. The cost for this work is provided in Table 5-1. Additional work will be performed based on the rates in Table 5-2. Table 5.1 Budget Summary Task 1 Task 4 ------ Kickoff? Task 2 Task 3 Final EIR/ Task 5 Project Admin. Draft EIR/ Draft Final Task 8 Descri tion Draft EiR Notices MMRP EiR/MMRP Labor $3,731 $3,938 q40 Meetin $ TOTAL Other Direct Costs $30 5 $2, $2,580 $2,784 $1,500 518 951 Total $275 $2,428 $50 3 781 54 211 �888 52,810 ��05 � 53 204 51,540 520,155 Table 5-2 RATE SCHEDULE FOR PROFESSIONAL SERVICES' Principal .................. .......................... ......... ........................ -........................... ...................$150.00 190.00 Senior Engineer...................... ............................................................. .........................$95.00-150.00 Senior Ecologist......................... .................................................................... $95.00-150.00 Senior Scientist............................. .............................................................. ....$85.00-150.00 ................... Cultural Resource Specialist............................... ......................................... ......$75.00-100.00 ................ Project Managers ............................. .................................................................................$80.00-150.00 Biologist....................... ..................................... ............................................................ $55.00-95.00 CAD/GIS/Software Specialist ...............................................................$60.00-75.00 Environmental Specialist........................... ............................... ..................................$55.00-80.00 Lab Technician............... .......................................................................... $45.00-75.00 .......................... Assistant Project Manager/Administrative Assistant ................................... ....................$40.00-55.00 Word Processing/Production Coordinator.............. .......... .......................................... ......$40.00-45.00 xpense Relmbursement/Other• 1. Calor copies, equipment and other direct expenses are reimbursed with a 14% administrative handling charge(excluding mileage and per diem). 2. Subcontractor expenses are reimbursed with a 12%administrative handling charge. 3. Mileage is reimbursed at$0.37 per mile. 4. Per Diem, depending upon geography, may be charged where overnight stays are required. 5. Expert Witness Testimony, including Depositions, are billed at time and a half, Bates effective August 2004 and are subject to change. 8