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HomeMy WebLinkAboutContracts & Agreements_119B-20191A72(129191 AGREEMENT FOR THE PROVISION OF PROFESSIONAL ENVIRONMENTAL CONSULTING SERVICES FOR A PRIVATE PROJECT Tliis agreement for the provision of professional environmental consulting services ("Agreement") is made and entered into this 20th day of June, 2019 ( Effective Date'), by and between the City of Redlands. a municipal corporation ("City") and ELMT Consulting ("Consultant"). who 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 1 — ENGAGEMENT Of CONSULTANT 1 I City hereby engages Consultant to provide professional environmental consulting 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 e\pertlse necessary to provide the Services to City at a level of competency presently maintained by othei practicing professional consultants in the industry providing like and similar types of Services w ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particulaily described in Exhibit 'A " entitled "Scope of Services, including a project schedule 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 this Agreement including, but not limited to, State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 I City shall make available to Consultant information in its possession that may assist Consultant In performing the Services 3 2 City designates Brian Desatnik, City's Development Services Director, or his designee, 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 perforin and complete the Services in accordance with the project schedule The Services shall commence on the Effective Date of this Agreement and be completed on or before June 30, 2019 1 1Laldjm\Agrccmentstl 1 Nli Consultor, 1 mironment \gmt,r'A 7 2 doc In 1A72(12919) 4 2 If Consultant s Services include deliverable electronic visual presentation mates tals such matettals shall be delivered in a form and made available to the City, consistent with City Council adopted policy foi the same It shall be the obligation of Consultant to obtain a copy oI 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 two thousand dollais ($2,000) City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "B " entitled Project Costs and Hourly Rates, which is attached hereto and incorporated herein by this reference 5 2 Consultant shall submit an invoice to City describing the Services performed the dates the Services were performed, and the number of hours spent and by whom, upon completion of the Services City shall pay Consultant no latei than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or othei communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person (it) five (5) days after deposit in first class certified, registered of express mail with return receipt requested, (iii) on tine actual delivery date if deposited with an overnight courier, of (iv) on the date sent by facsimile if confirmed with a copy sent contemporaneously by first class, certified registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, 01 such othei address as a Party may provide notice in accordance with this section City Brian Desatnik Director Development Service Department 35 Cajon Street, Ste 20 P 0 Box 3005 (mailing) Redlands CA 92373 bdesatnikccityofred1ands org (909) 798-7555 Consultant Thomas McGill Managing Directoi ELMT Consulting 2201 N Grand Avenue #10098 Santa Ana. CA 9271 1 tmcgill@elmtconsulting coin (951) 285-6014 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant foi 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 prioi to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prioi wr itten notice to City 9 L leakijm\Agreemcnts-EI Consuiting fm rromnent lgittt-F A 7 2.doi in 1A 7241 29 19) A Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance call ler acceptable to City oi certification to City that Consultant is self-insured oi exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C entitled "Woi kers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive General Liability insurance with cavilers acceptable to City 111 the minimum amount of One Million Dollars ($1,000 000) pet 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 C Business Auto Liability coverage, with minimum limits or One Million Dollars ($1,000 000) pet occuirence, 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 piimary and non-contributing to any insurance 01 self-insurance maintained by City D 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 01 subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee 01 subcontractoi 6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials. employees and agents from and against any and all claims, losses of liability, including attorneys fees, arising from injury 01 death to persons or damage to property occasioned by any negligent act of omission by or the willful misconduct of Consultant of 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 1n any real property that may be the subject of this Agreement or any other source of income interest in real property of investment that would be affected in any manner of degree by the pei formance of Consultant s Services Consultant furthei covenants and represents that in the performance of its duties hereunder, no person having anv such Intel est shall perform any Services undei this Agreement 7 2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant n 1 lea ldjmlAgrcementsli 1 M'1 C onsultmg 1 m �ronnient Amt 1 A 7 2.dot jn I,\72(12919) A Does not make agovernmental decision whether to (i) approve a rate, rule of regulation or adopt of enforce a City law, (n) issue deny, suspend or revoke any City permit, license application certification. approval order of sun ilai authorization oi entitlement (111) authorize City to enter into, modify or renew a contract, (iv) grant 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) giant City approval to a plan design report study 01 similai item, (vi) adopt, of giant City approval of, policies standards oi guidelines for City oi tot any subdivision thereof B Does not serve in a staff capacity with City and in that capacity participate in making a governmental decision 01 otherwise perform the same 01 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 7 3 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 of interpret any of the terms or conditions ot this Agreement the prevailing Party shall in addition to any costs and other relief be entitled to the recovery of lis reasonable attorneys' fees including fees foi the use of inhouse counsel by a Party 8 2 Consultant shall not assign any of the Services except with the pi lot written approval of City and in stitct compliance with the terms and conditions ot this Agreement Any assignment 01 attempted assignment without such prioi written consent may in the sole discretion of City results in City's immediate termination of this Agreement 8 3 Consultant is foi all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City noi its agents shall have control over the conduct of Consultant or Consultant s employees, except as hetero set forth Consultant shall supply all necessary tools and instiumentalities requited to perform the Services Assigned personnel employed by Consultant are foi its account only, and in no event shall Consultant 01 personnel retained by it be deemed to have been employed by City or engaged by City foi the account ot, oi 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, noi shall Consultant have any authority express or implied to bind City to any obligation 1 lea\djni\AgreementsiLLNft C onsulting r m irnnntent 1;mt FA 7 2 do. _In 1A72(12919) 8 4 This Agreement may be terminated by City, in its sole discretion by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (I) 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 teimmation notice, deltvei 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 mateitals as may have been accumulated by Consultant in performing the Services Consultant shall be compensated on a pro -rata basis foi Services completed up to the date of termination 8 5 Consultant shall maintain books, ledgers invoices, accounts and othei records and documents evidencing costs and expenses related to the Services foi a period of three (3) years, of foi anv !angel period required by law from the date of final payment to Consultant pursuant to this Agreement Such books shall be available at reasonable times lot examination by City at the office of Consultant 8 6 This Agreement including the Exhibits incorporated herein by ieference, represents the entire agreement and undeistanding between the Parties as to the matters contained herein and any prior negotiations written proposals o1 verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein anv amendment to this Agreement shall be in writing approved by City and signed by City and Consultant 8 7 This Agleernent shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences clauses, paragraphs of sections contained in this Agreement is declared invalid void or unenforceable by a court of competent iuiisdietion the same shall be deemed severable from the remaindei of this Agreement and shall not affect impatr o1 invalidate the remaining sentences clauses, paragiaphs of sections contained herein unless to do so would deprive a Party of a material benefit of its bargain undei this Agreement l \caldpnlAgreemenls\l 1 MIC onsultm, 1 n‘ €ronrnent Agmt 1 A 7 2 (Ick. )u EA 72(1.2999) IN WITNESS WHEREOF duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF ' DLANDS rAPaYstd- Ja onnell. Asses .n City Manager Attest ne Donaldson City Clerk ELMtONSULTING cll., ThomJ McGill Managing Directoi L lcaldjin\Agreements\ELMT Consulting Environment Agmt. FA -7 2.d c.jn IA72(12919) EXHIBIT "A" SCOPE OF SERVICES ELMT will conduct a peer review of the Habitat Assessment Report ([CORP 2019) and SI3KR Trapping Study ([CORP 2019) prepared for the Sessums Property ELMT will first veiny the technical references/databases reviewed prior to conducting an on-site field investigation In addition any correspondence with the wildlife agencies and any governing biological management plans (e g 1 labitat Conservation Plan) prepared for managing habitat in the general area will also be reviewed to ensure completeness and consistency of- the information provided in the report Following the initial review of the 1labitat Assessment and SBKR Trapping Study an on-site field investigation/site reconnaissance will be conducted to ver ify/reconfii m biological resources documented in the two reports The field investigation will verily the type and extent of habitats found onsite suitability of the habitat to support special -status plant and wildlife species and proposed impacts to biological resources, if any ELMT will prepare a third -party peer review memorandum report that will include a comprehensive review of the report loi technical accuracy completeness of the impact assessment, and adequacy of any proposed mitigation measures and/oi permit requirements It concerns are noted ELMT will recommend actions to correct the noted concern or concerns 1 ILaldimlAgreenlcntsli 1 11,11C onsuiting i no ironmcnt ,\ put 1 A 7 2 dot. in EXHIBIT "B" PROJECT COSTS AND HOURLY RATES Biological Peel Res less, S 1 1caldJmlAgrccntcn€s\I 1 M1 Consulting 1 m rronntun Agntt.1-A 7 2 dcn)n $2,000 Total: $2,000 1A72(129I)) EA -72(12919) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one 01 more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing troin the Director of Industrial Relations, a certificate of consent to self -insure, eithei as an individual employer or as one employei 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 het employees CHECK ONE 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 of to undertake self- insurance in accordance with the provisions of that Code, and 1 will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted undei this Agreement. 1 shall not employ any person in any .mannei such that I become subject to the workers compensation laws of California Howevei at any time, if 1 employ any person such that 1 become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance 1 certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct ELMT Consulting Date. 1 ZZ-, del c*, Thomas McGill L lua\d.jm\Agreements\ELMT Consulting Environment Agmt.L.A 7 2.docc..in