HomeMy WebLinkAboutContracts & Agreements_200-2012_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of services associated with the preparation of technical
Studies to evaluate the environmental impact of grading activities at Heritage Park
("Agreement") is made and entered in this 5th day of December, 2012 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and ECORP Consulting. Inc.
("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 Cultural resources and biological services
surveys to evaluate the environmental impact of grading activities propose to be
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undertaken at City's Heritage park.(the
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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
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the performance of this Agreement including, but not limited, to State prevailing wage
laws.
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 Citv designates Christopher Boatman. Senior Project Manager, 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. and
within four(4) weeks from the Effective Date of the Agreement. The Services shall
commence immediately upon the Effective Date of this Agreement.
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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 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 be in the
amount of Seven Thousand Three Hundred Eighty Dollars ($7,380). City shall pay
Consultant the fixed amounts for each respective task comprising the Services, in
accordance with Exhibit **B,," entitled Project Schedule and Rates, which is attached
hereto and incorporated herein by this reference.
5.2 Consultant shall submit an invoice to City describing the work performed by Consultant
upon completion of the Services. Consultant's invoice shall include a brief description of
each task comprising the Services performed and the dates the Services were performed.
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
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mail should be addressed as follows,
Cit-v Consultant
Fred Cardenas, Director Anne Surdzial
Quality of Life Department ECORP Consulting, Inc.
City of Redlands 215 North 5th Street
35 Cajon Street, Suite 222 Redlands, CA 92374
P.O. Box 3005 (mailing)
Redlands, CA 92')73
When so addressed. such notices shall be deemed given upon deposit in the United States
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Mail. Chanizes 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 53:).
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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(3)0)days prior
written notice to Citv.
6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California, with an insurance carrier acceptable to City as
described in Exhibit-C,- 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 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. 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,
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
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of this Agreement in the amount of One Million Dollars 01,000,000)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
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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 and negligent act, omission or failure to act by Consultant, 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
any 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;
(n) 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 granting City approval of policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in making
a governmental wvernmental 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 Linder Government Code section 8730?.
73 In the event City officially determines that Consultant Must disclose its financial
interests, Consultant shall complete and file a Fair Political Practices Commission Form
700. State of Economic Interests with the City Clerks' off ice 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-VvTitten 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 anv 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 tinder this Agreement an independent contractor and shall
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perform the Services as an independent contractor. Neither City nor of its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply necessary tools and instrumentalities required to
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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 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 at=t, 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 five (5) days prior written
notice to Consultant (delivered by certified mail, return receipt requested)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 immediately
discontinue its provision of the Services and. within five (5) days of the date of the
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,
drawings,specifications, reports, estimates, summaries and such other information and
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))
ears.or for any longer period required by law, from the date of final payment to
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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
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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
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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
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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.
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CITY O�EDLANDS ECORPCo ultin(-, In
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By: y;
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nrlqueartlne46tyagger 'Id-R.DonMitchell, Vice President
Attest:
Sam Irwin. City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Task One—Biological Reconnaissance Survey and Report
ECORP will conduct a baseline biological survey of the project area. identify any potential
biological constraints to development and, if applicable, make recommendations based on the
findings. Prior to conducting the survey. ECORP will conduct a database search to identify
biological resources that have previously been recorded or observed within the site vicinity.
Based on preliminary investigations of the property using aerial photography. the site tl Z:� ite appears to
be mostly developed and have minimal biological resource constraints. The survey will consist
of a site walkover,taking photographs to document the visit, developing a plant and wildlife
species list, characterizing the habitats within the project area, and providing recommendations
regardinc,the management of biological resources on the site. ECORP will document the results
of the database search and survey work in a brief letter report.
Task 2—Cultural Resources Survey and Report
ECORP will conduct a cultural resources survey of the Heritage Park property (approximately 18
acres), in the City of Redlands, San Bernardino County. The purpose of the study is to determine
whether cultural resources could be affected by the proposed project. The Scope of Work and
Cost Estimate presented below contain the technical approach and costs proposed by ECORP for
this study.
The scope of work consists of all work necessary to prepare a cultural resources survey report
that can be used as a technical report in support of a CEQA environmental document. The report
will assist the City in complying with the requirements of CEQA. The scope of work- includes:
Records Search
A records search from the San Bernardino Archaeological Information Center(SBAIC)will be
obtained by ECORP. The records search will provide information about previous cultural
resources investigations and previously recorded cultural resources within 0-5-mile of the Project
APE. Historical maps will also be consulted to help identify cultural resources from the historical
period.
Native American Consultation
ECORP will request a search of the Sacred Lands File and a list of Native American contacts for
the project area from the Native American Heritage Commission (NAHC) in Sacramento.
ECORP will send letters to the listed contacts requesting information about resources in the
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project area of concern to Native Americans. Any responses will be included in the report.
Field SUrvev
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An ECORP archaeologist will carry out an intensive pedestrian field survey for the Project Area.
The archaeologists will walk transects spaced 15 meters apart. Any cultural resources found in
the Project Area will be recorded on DPR 523 site record forms.
Report
A technical report will be prepared documenting the methods and results of the record searches
and field survey. The report will include a brief summary of the environmental setting and the
ethnographic,prehistoric, and historic background of the project area. It will provide a summary
of the methods employed and a description of all resources recorded. The results of the Native
American consultation will be provided in the report. The DPR 5231 records for any resources
recorded will be provided in an appendix to the report.
EXHIBIT "B"
PROJECT SCHEDULE AND RATES
SCHEDULE
Reports will be completed 4 weeks after receiving the authorization to proceed.
RATES
This task will be billed at a Fixed Fee of$21.880 for the biological resources task and
$4.500 for the cultural resources task. for a total of S7,380.
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EXHIBIT `C'
WORKERS' COMPENSATION INSURANCE CERTIFICATION
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 A'orkers* 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).
ECORP Consulting, Inc.
Donald R. Mitchell, Vice President Date:
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