HomeMy WebLinkAboutContracts & Agreements_160-2013_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the Provision of environmental site assessment services ("Agreement")
is made and entered in this 11` day of August, 2013 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City)" and Converse Consultants("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 site assessment services for City
(the"Services").
1.2 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
2.1 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.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of the Services.
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.
3.2 City designates Oscar Orel, Development Services Director, 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
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
,accordance with the schedule set forth in Exhibit "B," entitled "Schedule of Fees." which
is attached hereto and incorporated herein by this reference. The Services shall commence
within ten(10)days of the Effective Date of this Agreement.
4.2 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
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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 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Two Thousand One Hundred Fifty Dollars ($2,150). City shall pay Consultant
on a time and materials basis up to the not to exceed amount, in accordance with Exhibit
"B" entitled"Schedule of Fees.
5.2 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 project. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
Citv Consultant
Oscar Orci Norman Eke
Development Services Director Vice President
P.O. Box 3005 10391 Corporate Drive
Redlands,CA 92373 Redlands, CA 92374
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments
are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance 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 evidencing such insurance prior to
commencement of the Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty(30) days prior written notice
to City.
6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance in accordance with the laws of the State of California, with an insurance carrier
acceptable to City as described in Exhibit"C.11" entitled "Workers' Compensation Insurance
Certification,"which is attached hereto and incorporated herein by this reference.
6.3 Consultant, shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverao, ($1
of One Million Dollars ,000.000) per
--e I -
occurrence and Two Million Dollars (S2,000,000) aggregate for public liability, property
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damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributingto any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term of
this Agreement in the amount of One Million Dollars (S 1,000,000)per claim made.
6.5 Consultant shall have 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 or self
insurance maintained by City.
6.6 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 or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in anv
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall
perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making or any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(i]) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements-,
(iii) authoring City to enter into, modify or renew a contract,
(Iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) adopting or icies, standards or auidelines to.-
Z:� granting City approval of pol
City or for any subdivision thereof
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B. Does not serve in a staff capacity with City and, in that capacity, participate in making
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 position
specified in City's Conflict of interest Code under Government Code section 87302.
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. In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700
Statement of Economic Interests with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8—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.
8.2 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.
8.3 Project related documents, records, drawings, designs, cost estimates, electronic data files,
databases and any other documents developed by Consultant in connection with its
performance of the Services, and any copyright interest in such documents, shall become
the property of City and shall be delivered to City upon completion of the Services, or
upon the request of City. Any reuse of such documents, and any use of incomplete
documents, shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of 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 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.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City-, provided, however this Agreement
may be terminated by City, in its sole discretion, by providing fifteen (15) days prior
written notice to Consultant (delivered by certified mail, return receipt request
ed)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 inimediateIV
discontinue its provision of the Services and, within five (5) days of the date of the
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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,
draNving specifications, information and
s, sp ifications, reports, estimates, summaries and such other in
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.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, 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.
8.7 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, an amendment
to this Agreement shall be in writing, approved by City and signed by City and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or 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 or 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.
IN WITNESS WHEREOF, duly authorizes representative of the City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS CONVERSE CONSULTANTS
By:
13y:
Tina-Kundig,Finance Norman Eke
ATTEST:
Sam Irwin, City Clerk)
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Exhibit"A"
Scope of services:
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Converse Consultants (Converse) understands that the City of Redlands needs an Environmental
consultant to provide Phase I Environmental Site Assessment(ESA) services for APR! 0300-231-24; a
10 acre property located immediately east of Oakmont Park and west of Live Oak Canyon. The
purpose of this assessment is to determine the horizontal and vertical extent of substances, pollutant
or contamination of the site.
The scope of work for this project may include, but is not necessarily limited to the following:
• Converse will perform a records review to obtain and review records that will help identify
recognized environmental conditions in connection with the property; including but not limited to
federal, tribal, state and local government records.
• Converse will perform a records review of historical property use information.
• We will conduct on —site reconnaissance of the property to obtain information indicating the
likelihood of identifying indicating recognized environmental conditions in connection with the
property.
• Converse will perform interviews including but not limited to, owners, occupants, and
governmental officials to obtain information indicating recognized environmental conditions in
connection with the property.
• We will prepare and present evaluations and reports to the City. These documents will include
findings,opinions, conclusions, components and recommendations.
• We will identify recognized environmental conditions constituted by the presence or likely
presence of any hazardous substances on the property or into the soil, groundwater, or surface
water of the property.
• Converse will provide expert witness services relating to Phase I Environmental Site
Assessments.
CONVERSE will generally follow the standard practices of the American Society for Testing Materials
(ASTM) Phase ! Environmental Site Assessment Process (Standard: E1527-05). The ASTM
Standard E1527-05 is intended to satisfy one of the requirements to qualify for the Landowner Liability
Protections (LLP) within the scope of the Comprehensive Environmental Response, Compensation
and Liability Act (CERCLA), that is, the practices that constitute all appropriate inquiry (AAI, 40 CFR
Part 312) into the previous ownership and uses of the property consistent with good commercial or
customary practice.
Based on CONVERSE'S understanding of the property, and the Client's needs, budget and schedule as
presented,the following Scope of Services is proposed:
1. Review of regulatory agency records to help identify recognized environmental conditions in
connection with the property; generally, this review will be limited to public information that is
readily available and practically reviewable at a reasonable time and cost; examples of standard
environmental sources typically reviewed include:
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Listing Approximate Minimum
Search Distance
Federal National Priority List(NPL)Sites 1.0 mile
Federal Delisted NPL Site List 0.5 miles
Federal CERCLIS Sites 0.5 miles
Federal CERCLIS NFRAP Site List 0 5 miles
m� Federal RCRA(Resource-Conservation & Recovery Act
Federal RCRA CORRACTS Facilities List 1.0 mile
Federal RCRA non-CORRACTS TSD Facilities List 0.5 miles
Federal RCRA Generators List Property&Adjoining Properties
Federal institutional con ing controls registr�es Property Only
Federal Emergency Response Network System (ERNS) List Property Only
State and Tribal list of hazardous waste sites identified for
investigation or remediation:
State and tribal equivalent NPL 1.0 mile
State and tribal equivalent CERCLIS 0.5 miles
State and tribal landfill and/or solid waste disposal sites 0.5 miles
State and tribal leaking storage tank sites 0.5 miles
State and tribal registered storage tank lists Property&Adjoining Properties
State and tribal voluntary cleanup sites 0.5 miles
State and tribal institutional control s/eng in eering controls Property Only
registries
State and tribal voluntary cleanup sites 0.5 miles
State and tribal brownfield sites 0.5 miles
Local regulatory records and aoume, such as the fire department, health department' air pollution
district, sanitation district, etc.will bacontacted asappropriate.
Agency fi|eewill bereviewed asdetermined bythe Environmental Professional. The probable cost for
file nsviexm(m)has been included |nour fee.
2. Acunent USGS 7.5 Minute Topographical Map (or equivalent) ehm|| be reviewed to describe the
physical setting. Additional review of site area geology and subsurface/surface potential for
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pollutant transport from public sources to evaluate depth to groundwater and generalized gradient
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will beconducted ifappropriate.
3. Historical use informatibn will be obtained through the review, as appropriate, of such documents
asaerial photographs, fire insurance maps, building permits, and USGS topographical maps. The
purpose of the historical review is to help identify uses that may have led to recognized
environmental conditions in connection with the property, The actual number of documents
reviewed will depend upon the site. CONVERSE will attempt tocomplete the historical review back
tothe property's first developed use, orback to1g4O. whichever isearlier.
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4. Visual survey of property and adjacent sites for indications of potential for contamination or
contamination generators. CONVERSE will make one visit to the property for interviewing site
personnel and conducting a site reconnaissance. The objective of the site reconnaissance is to
obtain information indicating recognized environmental conditions in connection with the property.
5. A reasonable attempt will be made to interview the owner(s), site manager(s), major occupant(s)
and occupant(s) as required by ASTM 1527-05 and whose operations are likely to indicate
recognized environmental conditions in connection with the property.
6. A reasonable attempt will be made to contact State or local government officials regarding
recognized environmental conditions in connection with the property.
7. The results of the field site reconnaissance will be summarized, along with summaries of the site
personnel interviews, site characteristics, records review, historical review, and potential for
contamination; this will be used to develop findings, opinions and conclusions in a draft and final
report.
8. Opinions for additional appropriate investigation (unrelated to potential Phase Il assessment
activities) are required by ASTM 1527-05. This opinion, if appropriate, will be provided in the
report.
Our findings, along with appropriate supporting data, will be presented in an environmental site
assessment report. Two bound copies of the report will be submitted to the 'Client. An electronic file
(PDF formant)of the final document will also be provided to the Client.
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� CONVERSE services will be performed in accordance with the enclosed General Conditions (GC99-1)
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�� �nn ���this proposal. Our services are for the sole benefit and exclusive use ofthe C 'City of
Redlands in accordance with the Gene "| Conditions (included in the Appendices) under which these
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services have been provided. The fee for the Scope of Services described will be billed on a time and
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materials not-to-excoedof$2.15O.00. Payment terms are net 3Odays.
The final report will bepresented onAugust l6. 2O13. deadline,Due 0othe tight
deviations 8nnnthe
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�= ASTMStandard and AAwill beencountered and addressed oamlimitation,
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Exhibit"B"
Schedule of Fees
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CONVERSE CONSULTANTS
Schedule of Fees
Environmental Personnel
Introduction
11 is the objective of Converse Consultants t provide its clients will- puaiizy Protessfona; and technical services and a continuing
source of professionai advice and opinions. S',e,vtces w,lf be Performed in a manner consistent with that level of care and skiff;
ainamy exercised by members of the piofes"iQf) 1':U1rf;'of!V practicinia in the same under strn,ia, conditions. This fee, schedule
is valid through january 31, 2014.
Hourly Charges for Personnel
Staff assignments will depend on personnel availability, job complexi-v, project site location and experience level required to satisfy
the technical requirements of the project,and tc meet the prevailing Standard of professional caro.
Field Technical Services
Soils Technician $66
Senior Soils Technician 76
Supervisory Soils Technician 91
Professional Services(Field and Officer
Staff Professional $71
Senior Staff Professional 86
Project Professional 98
Senior Professional 126
Principal Professional 146
Principals/Consultants 181
Office Support
ClericallWord Processing $64
Drafting 63
CAD OperatoriDrafting I'vilanager 72
An overtime charge of 50 percent of the above hourly rates(excluding Professional Services)will be added for time in excess of eight hour-,
per day and for all time on Saturdays, Sundays and holidays An overtime charge of 100 percent of the above hourly rates (excluding
Professional Services)will be charged on Sunday if hours worked was seven continuous eight hours per day in one work week,not counting
vacation or sick leave within the week.Travel time to and frorn the job site will be charged at the hourly rates for the appropriate personnei
Expenses
1. Exploration expenses (drilling,trenching,etc..) are charged at cost plus fifteen percent
2, Travel and subsistence expenses (transportation, room and board, em) for individuals on projects requiring travel andror
living away from a principal office are charged at cost plus fifteen percent.
3. Automobile and truck expenses are charged at cost plus fifteen percent irentals; or at a rate of fifty -five cents per mile for
cornpany-owned vehicles traveling between principal office andProject.
4. Otherrout-of-pocket direct project expenses (aerial photos, long-distance telephone calls, permits, outside nrinting services,
tests, etc,) are charged at cost plus fifteen percent,
Invoices
1, invoices will be submitted to the Client on a monthly basis, and a final bill will be submitted upon completion of services,
2. Payment is due Upon presentation of invoice and IS past-due thirty days from invoice date, in the event Client fails to make
any payment to Converse when due, Converse may immed?atelv cease work hereunder until said payment,together with a
service charge at the rate of eighteen Percent her annum (but not exceedino the maximum allowed by law) from the cl,je
date, has been received. F-6,lher, converse may al its sole uptrur, and discretion WIL'Se to perform any further wcrk,,
irrespective of oavmen-I froin Cher-, ir too event Ciieni fcii's to cav Converse for„�ervices vh�,n,said 0aymen's are due
Clien! shall day attorneys` fees m �thet coits ..._,J re n ccliecting ariv deknquert arrount
General Conditions
-7he terms and raov'sions cd the Converse Genera' Condi":,i; a'e mccir"uraied W10 t1--: c., as though sell forth in h-if, f a
COPV Of`lie General Conditions does net accc,npa,y thit; —her"! sncuid request a t;opy f,cm this office,_
COnvCrse Consultams EP2013
EXHIBIT "C"
WORKERS'COMPENSATION INSURANCE CERTIFICATION TO PERFORM
ENVIRONMENTAL SITE ASSESSMENT SERVICES
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 in one or more insurer 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 Director
of Industrial Relations of ability to self-insure and to pay any compensation that
may become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to
be insured against liability for Workers' Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work of this Agreement. (Labor Code §1861).
CONVERSE CONSULTANTS
By:
Norman Eke,Vi President Date:
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