HomeMy WebLinkAboutContracts & Agreements_127-2007_CCv0001.pdf AGREEMENT FOR THE PROVISION OF
PROFESSIONAL ENVIRONMENTAL CONSULTING SERVICES
This agreement for the provision of environmental consulting services (this
"Agreement") is made and entered into this 7th day of August, 2007, by and between the
City of Redlands, a municipal corporation (hereafter "City") and EIP Associates, a
division of PBS&J (hereafter "Consultant"), who are sometimes referred to herein
individually as a"Party" and,together, as the "Parties."
In consideration of the mutual promises contained herein, City and Consultant
hereby agree as follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 Engagement of Consultant. City hereby retains Consultant to perform
professional environmental consulting services (the "Services") associated with City's
environmental review of the proposed "Redlands Commons" project (the "Project") as
set forth in. Consultant's proposal which is attached hereto as Exhibit "A" and
incorporated herein by this reference, and upon the terms and conditions described
herein. Consultant's Services shall include, but not be limited to, if necessary, the
preparation of a Draft Environmental Impact Report, Responses to Comments, Notice of
Completion, Mitigation Monitoring and Reporting Program, Statement of Facts and
Findings, Statement of Overriding Considerations, associated supporting technical
documents and a Notice of Determination all in accordance with.Exhibit "A." Consultant
shall determine the method, details and means of performing the Services, and Consultant
shall perform the Services to the best of its ability and with the skill, expertise and level
of competency presently maintained by other practicing professionals providing similar
services in the industry. Consultant shall prepare all environmental documents required
for the Project by this Agreement in conformance with the California Environmental
Quality Act("CEQA") and the State and City's CEQA guidelines.
ARTICLE 2 - COMPENSATION
2.1 Compensation. As compensation for its performance of the Services, City
shall pay to Consultant an amount not to exceed one hundred forty-seven thousand three
hundred thirty-eight dollars ($147,338) in accordance with the hourly rates and estimates
of expenses contained in Exhibit "A." Payment to Consultant shall be made monthly,
upon City's receipt of an itemized invoice describing the items for which payment is
requested. Invoices shall document the status of the Services associated with the fees
billed, and are due and payable within thirty (30) days of the date they are received by
City.
ARTICLE 3 - INSURANCE AND INDEMNIFICATION
3.1 Consultant's Insurance - General Requirements.
DJM\Agree',EIP Associates Agreement
All insurance required by this Agreement shall be maintained by Consultant for
the term of this Agreement. Except for Workers' Compensation and employer's liability
insurance, City shall be named as an additional insured for such policies and such.
insurance shall be primary with respect to City and non-contributing to any insurance or
self-insurance maintained by City. The insurance policies shall include provisions
prohibiting cancellation of the policies except upon thirty(30) days prior written notice to
City. Consultant shall provide City with Certificates of Insurance and endorsements
evidencing such insurance prior to commencement of the Services.
3.2 Workers'Compensation and Employer's Liability.
A. Consultant shall secure and maintain Workers' Compensation and
Employer's Liability insurance throughout the term of this Agreement in an amount
which meets statutory requirements with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its
elected officials, officers and employees, for any losses arising from the Services
performed by Consultant for City by expressly waiving Consultant's immunity for
injuries to Consultant's employees, and Consultant agrees that the obligation to
indemnify, defend and hold harmless provided for in this Agreement extends to any claim
brought by or on behalf of any employee of Consultant. This subsection shall not apply
to any losses resulting from the sole negligence of City, its elected officials, officers,
employees or agents. To the extent any of the losses referenced herein were caused by,
or resulted from, the concurrent negligence of City, its elected officials, officers,
employees or agents, the obligations provided herein to indemnify, defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officials, employees or agents.
3.3 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
($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate for public
liability, property damage and personal injury is required.
3.4 Business Auto Liability Insurance. Consultant shall secure and maintain
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 to perform the
Services,hired and non-owned vehicles, and employee non-ownership vehicles.
3.5 Assignment and Insurance Requirements. Except for those subcontractors
identified in Exhibit "A," 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 Parties to assign or subcontract a portion of the Services,
Consultant shall. add require such assignee or subcontractor to obtain the insurance
DJM\Agree\EIP Associates Agreement
policies required hereby and provide City with a certificate of insurance and the
insurance endorsements prior to any Services being performed by the assignee or
subcontractor. Assignment does not include printing or other customary reimbursable
expenses that may be provided for in this Agreement.
ARTICLE 4 - SCHEDULE, TERMINATION AND MISCELLANEOUS PROVISIONS
4.1 Schedule for Completion. The schedule for completion contained in
Exhibit "B" illustrates a time frame for document preparation that has been established by
Consultant. City and Consultant recognize that delays could occur for reasons outside the
control of Consultant. If this situation occurs, an extension of the due date for
completion may be permitted by City.
4.2 Suspension. Consultant acknowledges that the developer of the Project is
obligated to fund all costs incurred by City under this Agreement and to cooperate with
City by providing information relating to the Project, and that the developer is required to
make periodic advance payments to City in connection with this Agreement. If the
developer of the Project fails to make any required payment to City, or if the developer
fails to cooperate with City by failing to provide City with information or data relating to
the Project, Consultant acknowledges that City shall have the right to require Consultant
to suspend or cease work under this Agreement without liability to Consultant.
4.3 Termination. City may terminate this Agreement at any time, without
cause, by prior written notice to Consultant. Upon such termination, Consultant shall
deliver to City all documents, reports, materials and work of any nature pertaining to the
Services to be performed under this Agreement that are in the possession of Consultant or
under its control. In such event, Consultant shall be paid for the Services performed to
the date of termination based on time and reimbursable billings. The total sum paid to
Consultant in the event of termination of this Agreement shall not exceed the sum set
forth in Section 2.1 hereof.
4.4 Hold Harmless and Indemnification.
A. Consultant shall indemnify, hold harmless and defend City and its
elected officials, officers, employees and agents from and against any and all claims
causes of action, losses and liability, including attorneys' fees, arising from injury or
death to persons or damage to property occasioned by any negligent or intentional
wrongful act or omission of Consultant, its officers, employees and agents in performing
the Services.
B. City shall indemnify, hold harmless and defend Consultant and its
officials, employees and agents from and against any and all claims causes of action,
losses and liability, including attorneys' fees, arising from injury or death to persons or
damage to property occasioned by any negligent or intentionally wrongful act or
omission of City, its elected officials, officers, employees and agents in performing the
Services.
DJM'NAgree\EIP Associates Agreement
4.5 Independent Contractor. This Agreement is for the performance of
professional services to City and does not make the employees of Consultant employees
of City for the purpose of payroll deductions, unemployment insurance or any other
benefits. Consultant shall at all times during the term of this Agreement retain the status
of an independent contractor.
4.6 Notices. All notices, including bills and payments, shall be in writing and
may be given by personal delivery or by mail. Notices sent by mail shall be addressed as
follows:
City:
Jeff Shaw
Community Development Director
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant:
Alison Rondone
Project Manager
EIP Associates, a Division of PBS&J
12301 Wilshire Boulevard, Suite 430
Los Angeles, CA 90025
When so addressed, notices shall be deemed served upon deposit in the United States
Mail, postage prepaid, in all other instances, notices shall be deemed given at the time of
actual delivery. Changes may be made to the addresses of the persons to whom notices
are to be given by giving notice pursuant to this section.
4.7 Nondiscrimination. During the performance of this Agreement,
Consultant shall not discriminate on the grounds of race, color, national origin, sex,
sexual orientation or disability, or any condition related thereto in the selection and
retention of employees and sub-consultants and the procurement of materials and
equipment.
4.8 Ownership of Documents. The reports, drawing, maps and other
documents prepared under this Agreement by Consultant shall be and remain the property
of City upon compensation of Consultant for its Services.
4.9 Attorneys' Fees, In the event any action is commenced to enforce or
interpret 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.
WNtAgree"EIP Associates Agreement
4.10 Entire Agreement. This Agreement supersedes any and all other
agreements, either verbal or in writing, between the Parties hereto with respect to the
matters contained herein. Each Party to this Agreement acknowledges and agrees that no
representations, inducements, promises or agreements, verbal or otherwise, have been
made by any Party, or anyone acting on behalf of any Party, which are not embodied
herein, and that no other agreement, stipulation or promise not contained in this
Agreement shall be valid or binding on either Party.
4.11 Books and Records. Consultant shall maintain books and accounts of all
Project related costs and all expenses. Books shall be available at all reasonable times for
examination by City at the office of Consultant.
4.12 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
4.13 No Third Parties Beneficiaries. This Agreement shall not be deemed to
confer any rights upon any third parties as beneficiaries of this Agreement (including, but
not limited to, the developer of the Project), nor obligate either of the Parties to this
Agreement to any person or entity not a Party to this Agreement.
4.14 Venue. In the event that any legal action should be filed by either Party
against the other, the venue and forum for such action shall be the Superior Court of the
State of California for the County of San Bernardino or in the Federal District Court for
the Central District of the State of California. Each of the persons and entities who are
shareholders or partners of Consultant also agree to this venue and forum and further
agree that, if they are not residents of California at the time of such actions, service of
process may be made on them by delivery via United States registered or certified mail.
CITY OF REDLAND
Dated: August 7 , 2007
Joy arrison, Mayor
Attest:
L e Poyzer,; Jerk
iEIP t vision of PBS&J
Dated: August , 2007
Terri S. Vitar, Senior Program Manager
and Associate Vice President
DJM\Agree\EIP Associates Agreement
Affachment A
Scope of Work for Completion of the Redlands
Commons/Trojan Groves Concept Plan and Project Joint EIR
Task 1: Project Initiation and Organization/Preparation
The objectives of this task are to compile the relevant background data and reports, clearly define
the proposed project for analysis purposes, verify the list of cumulative projects, establish early
communication among various project team members, and familiarize the EIP project team with the
issues and concerns that the City determines to be necessary for proceeding with the project. EIP
will also coordinate and attend a "kick-off' meeting with the City, the EIR project team, and the
project applicant to review the project description for completeness, discuss key issues, and review
the project schedule. Based on the discussions and issues raised during the kick-off meeting, the EIP
Project Director and Project Manager will work with the City to refine the project schedule and key
administrative approval dates,if necessary.
Task 2: Review the Fourth Screencheck Draft EIR and technical reports
The purpose of this task is to review each section of the EIR for adequacy and determine if
additional analysis is required. EIP/PBS&I staff will also analyze the suggested mitigation measures
for feasibility and enforceability. A memorandum outlining our findings and further analysis needs
will be prepared and submitted to the City and applicant for review.
Task 3: Prepare a Fifth Screencheck Draft EIR
Preliminary review of the Fourth Screencheck Draft EIR reveals that many of the analyses are
incomplete, missing, or conclusory, and further analysis will be required. In particular,we note there
is no analysis of PGI23, global climate change, or noise impacts on new residents from adjacent uses.
The traffic analysis needs to be carefully reviewed to determine if its scope is appropriate for the
project. Many of the mitigation measures are unenforceable or deferred, and need to be rewritten, In
addition, there are a number of discrepancies in the project description that need to be resolved
throughout the document. It is our further recommendation that the document be reorganized in
such a way that the program-level analysis is clearly distinguished from the project-level analysis to
facilitate later tiering.
Based on the agreed-upon memorandum in Task 1, this task will consist of (1) revising the project
description and correlating with the technical sections to restore consistency throughout the
document, (2) augmentation or revision of existing analysis, (3) provision of additional mitigation
measures or project requirements, and (4) revision of existing mitigation measures. EIP/PBS&,j will
distribute five (5) printed copies of the Fifth Screencheck Draft EIR to City staff, and three (3)
printed copies of the document to applicant/counsel. One copy will also be submitted on CD.
Task 4: Meeting to discuss Fifth Screencheck Draft EIR
EIP/PBS&J project managers will attend a meeting with City staff, applicant, and applicant's
counsel to discuss the Fifth Screencheck Draft EIR.
Task 5: Preparation of Draft EIR
EIP/PBS&J will respond to staff comments on the Screencheck Draft EIR, complete necessary
revisions, and prepare the Draft EIR for publication. EIP/PBS&J will ensure that the Notice of
Completion is filed with the State Clearinghouse. EIP/PBS&J will prepare a Notice of Availability
for the City's use. It is understood that the City will be responsible for completion of an noticing
requirements as well as distribution of the Draft EIR to agencies and individuals not included in the
State Clearinghouse mailing.
Task 6: Meeting to Discuss Comments on Draft EIR
EIP/PBS&J project managers will meet with City staff, applicant, and applicant's counsel
immediately after the close of the comment period to discuss the comments on the Draft EIR and
to discuss any topical responses that may be appropriate.
Task 7: Prepare Screencheck Final EIR and MMRP
This task will result in the preparation of a Screencheck Final FIR, which will contain a list of
commenters, comment letters, and responses to comments on the Draft EIR. The City's Project
Director will compile and transmit all written comments on the Draft EIR throughout the public
review period and as one unified set of comments following the close of the public review period.
EIP/PBS&J will confer with City staff to review written comments on the Draft EIR, including
comments from public meetings and hearings, to develop a general strategy for preparation of
responses. This scope of work assumes preparation of response to a total of 150 non-redundant
comments of medium. complexity. Responses that are within this proposal's scope of work and
budget consist of explanations, elaborations, or clarifications of the data contained in the Draft FIR.
If new analysis, issues, alternatives, or substantial project changes need to be addressed, or if the
effort exceeds the budget amount because of the number or complexity of responses, a contract
amendment may be needed. The Screencheck Final EIR will include all comments, as well as
responses to those comments, in the technical appendices. All comments will be numbered (to
indicate comment letter and comment number), and the responses to those comments will be
similarly numbered to allow easy correlation. In addition, where necessary, the text of the Draft EIR
will be revised in a format to 'indicate whether text has been deleted (by strike-out) or whether text
has been inserted (by underline). The Screencheck Final EIR will be submitted to City staff for
review and comment. It is impossible to place a not-to-exceed cost on preparing the responses to
comments, as this cost is highly variable and depends on the number of comments as well as their
complexity. Therefore, the cost for preparing the Screencheck Final EIR is an estimate only, and
reflects time to prepare responses to comments of an average number and average complexity, If an
inordinate number of comments is received or they are highly complex, an augment request may be
required.
EIP/PBS&-f will also prepare the Screencheck Draft INBL IRP concurrently with the preparation of
the Screencheck Final EIR upon finalization of project Mitigation measures. The _,\IMRP,%!ffll clearly
2
differentiate to which component of the project the mitigation measure is applicable. The MMRP
will be designed to ensure compliance with all adopted mitigation measures during project
implementation. The MMRP will be in table format, and will specify mitigation measures, standards
of success, parties responsible for implementation and monitoring, funding sources, timing and
frequency, criteria to determine compliance with conditions, and provisions for remedial measures
(if the success standards are not achieved). The MMRP will be designed to fit into the City's existing
entitlement and project review process.
Task 8: Meeting to Discuss Screencheck Final EIR
EIP/PBS&J project managers will attend a meeting with City staff, applicant, and applicant's
counsel to discuss the Screencheck Final EIR and MMRP.
Task 9: Preparation of Final EIR
This task includes incorporation of all edits and comments by City staff, applicant, or applicant's
counsel on the Screencheck Final EIR and MMRP, printing, and delivery to the City of twelve (12)
printed copies of the Final EIR and MMRP, one electronic version appropriate for posting on the
City's website, and five (5) complete documents on CD. An additional two (2) bound copies will be
submitted to the applicant/counsel. EIP/PBS&J will ensure that the Notice of Determination is
filed with the State Clearinghouse. It is assumed that the City's legal counsel will prepare the
Findings and Statement of�,ertiding Considerations, although EIP/PBS&J staff can perform this
task if requested by the City. A budget adjustment would be required if the City wishes EIP/PBS&J
to prepare the certification documents.
Task 10: Attendance at Public Hearings
The EIP/PBS&J Project Director or Project Manager and key technical staff will be available to
present the findings of the Draft EIR, answer technical questions regarding the EIR, answer general
questions regarding the environmental review process, and note significant comments -raised by the
interested public. It is assumed that the City will either formally record verbal testimony (and later
transcribe the testimony) or request that all public comments are also submitted 'in writing.
EIP/PBS&J will consider the comments collected by the City at the public hearing during
preparation of the Final EIR. The EIP/PBS&J Project Director and Project Manager will also be
available at Planning Commission and City Council public hearings and certification hearings, to
present the findings of the Final EIR, answer technical questions regarding the Final EIR, and
answer general questions regarding the environmental review process. This scope of work assumes
four (4), two before the Planning Commission and one committee (if applicable) during the Draft
EIR public review period, and two (2) Planning Commission and City Council hearings on the Final
EIR. EIP/PBS&J staff can attend additional meetings on a time-and-materials basis.
Task 11: Project Management and Coordination
This task assumes that up to four hours each week will be spent by two EIP/PBS&-J project
managers on project management and coordination tasks, including internal EIP/PBS&-J meetings,
for the life of the project, approximately 22 weeks.
3
Redlands Commons/Trojan Groves Concept Plan EIR
Cost Proposal
xrs C
T,tS
1.0 Project Initiation and Organization/Preparation 5 5 5 15 $ 2,450
2.0 Review Fourth Screencheck Draft and Technical Reports 9 9 12 6 36 $ 5,550
3.0 Prepare Fifth Screencheck Draft EIR 28 44 60 8 32 172 $ 24,560
4.0 Meeting to Discuss Fifth Screencheck Draft EIR 10 10 20 $ 3,800
50 Prepare and Publish Draft EIR 32 32 20 24 108 $ 17,120
6.0 Meeting to Discuss Comments on Draft EIR 10 10 20 $ 3,800
7.0 Prepare Screencheck Final EIR and MMRP 48 56 56 16 32 208 $ 31,520
8.0 Meeting to Discuss Screencheck Final EIR/MMRP 10 10 20 $ 3,800
9,0 Preparation of Final EIR 32 32 32 24 120 $ 18,440
10.0 Attendance at Public Hearings 20 20 40 $ 7,600
11.0 Project Management and Coordination 20 48 68 $ 12,080
Total Hours 224 2761 1851 30 112 827
Hourly Rate $ 220 $ 160 $ 110 $ 135 $ 115
TOTAL EIP LABOR $ 49,280 $ 44,160 $ 20,350 $ 4,050 $ 12,880 $ 130,720
Expenses
Reproduction $ 12,500
In-House Printing $ 350
Mileage $ 750
Delivery/Postage $ 200
Photos/Graphics $ 150
Miscellaneous $ 500
15%administrative fee $ 2,168
Subtotal-Expenses $ 16,618
TOTAL EIP BUDGET 147,338'
NOTES:Attendance at additional meetings on a time-and-materials basis pursuant to current billing rate schedule.
E-1-P
EIP, a division of PBS&J
California Science and Planning
HOURLY BILLING RATES AND JOB CLASSIFICATIONS
Senior Division Manager/ Principal Technical Professional $190-$260/hour
Senior Program Manager/Senior Project Director/ Senior Planner IV/
Senior Scientist IV $175-$220/hour
Program Manager/Senior Environmental Manager III/ Project Director/
Senior Planner III/Senior Scientist III $150-$190/hour
Senior Environmental Manager/ Senior Planner II/ Senior Scientist II/
Senior Engineer II $120-$160/hour
Associate Environmental Manager/Associate Planner/ Senior Scientist I $95-$125/hour
Environmental Specialist / Planner II/ Scientist II $85-$110/hour
Environmental Analyst / Planner I/ Scientist I $65-$90/hour
Senior Administrator $90-$120/hour
Senior Word Processor $75-$100/hour
Word Processor $65-$90/hour
Administrative $55-$80/hour
Technical Aide I /Technical Intern I $45-$65/hour
Mileage $.485/mile
In addition,identifiable, non-salary costs that are directly attributable to the project (i.e.,travel, meals,lodging,
auto rentals, printing and copies, graphic materials, phone charges, equipment and specialized computer
charges, etc.) and subcontractor fees include a 15% administration charge to cover overhead and
administration.
1. This schedule is effective until January 1, 2008, and is subject to annual and/or periodic revisions thereafter,
as necessary to accommodate inflationary trends, salary adjustments, and the general costs of business.
2. Invoices will be submitted by Consultant monthly. Client will notify Consultant, in writing, of any objections
to an invoice within ten (10) days of the date of invoice. Otherwise, the invoice shall be deemed
acceptable by the Client. Amounts indicated on invoices are due and payable immediately upon receipt.
3. A late payment finance charge at a rate of 18% per annum (or the maximum amount allowed per law if
lower) will be applied to any unpaid balance commencing 30 days after the date of the original invoice.
4. Fees for litigation and expert witness services will be charged at $450.00 per hour with a 4-hour minimum
per day.
A rfivisioli of
Attachment B
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Kickoff meeting by July 20
{ Review of existing technical studies and Fourth Screencheck Draft
July 27
Completion of Fifth Screencheck Draft EIR August 20
Meefing to Discuss Fifth Screencheck Draft EIR August 23
City review of Fifth Screencheck Draft EIR August 20—August 31
City Comments to PBS&J September 4
Publication of Draft EIR September 14
Public Review Period September 14—October 29
Meeting to Discuss Comments on the Draft EIR Week of October 29 or November 5
Completion of Screencheck Final EIR(Responses to Comments and Draft MMRP) November 21
Meeting to Discuss SFEIR November 28
Completion of Final EIR/MMRP December 14
Certification Hearing First week January