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HomeMy WebLinkAboutContracts & Agreements_230A-2021AGREEMENT FOR THE PROVISION OF PROFESSIONAL ENVIRONMENTAL CONSULTING SERVICES FOR A PRIVATE PROJECT This agreement for the provision of professional environmental consulting services ("Agreement") is made and entered into this 8th day of December, 2021 ( "Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Lilburn Corporation, a California corporation ("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 1 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 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," titled "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 1 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 perform 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 March 31, 2022. 1 L.\ca\djm\Agreements\Lilburn Corp Environment Agmt.EA-7.2.FY21-0062.doc.jn 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 If the Initial Study ("IS") prepared by Consultant concludes that a Mitigated Negative Declaration ("MND") should be prepared, the total compensation for Consultant's performance of the Services for such MND shall not exceed the amount thirty one thousand four hundred fifty six dollars ($31,456) For the preparation of any other environmental documents deemed appropriate or necessary by the IS, City shall pay Consultant on a time and materials basis, up to the not to exceed amount, in accordance with the rates set forth in Exhibit "B," titled "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 later than thirty (30) days after receipt and approval by City of Consultant's invoice. 5 3 Any notice or other 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, (ii) five (5) days after deposit in first class certified, registered or express mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), 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, or such other 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 bdesatnik@cityofredlands org (909) 798-7555 Consultant. Cheryl A. Tubbs, Vice President Lilburn Corporation 1905 Business Center Drive San Bernardino, CA 92408 cheryl@lilburncorp com (909) 890-1818 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage 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 2 L:\ca\djm\Agreements\Lilburn Corp. Environment Agmt.EA-7.2.FY21-0062.doe.jn 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 A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit "C," titled "Workers' 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 carriers acceptable to City in the minimum amount 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 C 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 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 or 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 or subcontractor 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 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 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. 3 L.\ca\djm\Agreements\Lilburn Corp Environment Agmt.EA-7.2.FY21-0062.doc.jn 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) 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) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant 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 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. 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 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. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. 8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor 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 4 L.\ca\djm\Agreements\Lilburn Corp. Environment Agmt.EA-7.2.FY21-0062.doc.jn 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 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 (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 5 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 6 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, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8 7 This Agreement 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 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. 5 L:\ca\djm\Agreements\Lilburn Corp Environment Agmt.EA 7.2.FY21-0062.doc.jn IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS Charles M Duggan, Jr , trit MAger ATTEST nne Donaldson, City Clerk LILBURN CORPORATION Cheryl A 6 L \ca\djm\Agreements\Lilbum Corp Environment Agmt.EA 7.2.FY21 0062.doc.jn C bs, Vice President EXHIBIT "A" SCOPE OF SERVICES Approach and Methodology The City of Redlands is requesting the services of an environmental consulting firm to prepare and process a California Environmental Quality Act (CEQA) document for a proposed Warehouse/Storage Facility to be located at the northeast intersection of Park Avenue and Alabama Street within the East Valley Corridor Specific Plan Our methodology for preparation of the CEQA Initial Study, public review noticing, and presence at public hearings, as requested in the City's Scope Request is described herein Our scope of work will lead to the completion of CEQA compliance for the City's consideration of adopting a Mitigated Negative Declaration and approval of the project Our overall approach is summarized below Following this summary, the tasks required are described in detail ❑ Meet with City and Applicant to Review ProposedProject ❑ Prepare a Comprehensive Project Description for use in the Initial Study ❑ Peer review Applicant's Technical Studies (up to seven) for CEQA adequacy ❑ Prepare Draft Initial Study and Mitigation Monitoring and Reporting Program (MMRP) ❑ Finalize Initial Study and MMRP ❑ Prepare required CEQA notices including Notice of Intent (NOI), Notice of Completion (NOC) and SCH Summary Form ❑ Submit Notices to State Clearinghouse electronically and produce and Circulate Initial Study as directed by City • Review and Discuss Comments Received on Document, prepare or assist City staff with Responses ❑ If appropriate, prepare Mitigated Negative Declaration for Cityadoption, or other environmental documents for the project ❑ Meet with City staff prior to public hearing(s) ❑ Attend up to four public hearings to support Citystaff ❑ File Notice of Determination (NOD) with the San Bernardino County Clerk of the Board • Provide monthly progress reports and invoices TASK 1 MEET WITH PROJECT APPLICANT AND CITY, REVIEW PROPOSED PROJECT AND OBJECTIVES 7 L \ca\djm\Agreements\Lilburn Corp Environment Agmt.EA 7 2.FY21 0062.doc,ln The purpose of this task is to collect and review all pertinent background data necessary to conduct the environmental analysis It will be necessary to obtain sufficient design detail and site disturbance information to conduct an adequate environmental evaluation. We will review the Site Plan, Grading Plan, and Landscape Plan, as well as the project objectives. Any focused technical studies provided to the City by the Applicant will be obtained during the meeting for peer review and incorporation into the Initial Study TASK 2 DEVELOP PROJECT DESCRIPTION In this task we will prepare a CEQA Project Description for use in the Initial Study and for reviewing and preparing the technical reports. The Project Description will be developed in cooperation with City staff and the Applicant. The Project Description will include a summary of the project as proposed, a discussion of the existing conditions of the site and vicinity, a discussion of the site plans, and graphics. The graphics prepared for use in the Initial Study will be based in part on exhibits prepared to date by the project designers and engineers Lilburn Corporation will review the Applicant's architectural renderings for adequacy in portraying changes in the visual character of the site. We will photograph the site to document surrounding land uses and current site conditions. Final approval of the Project Description will be provided by the City TASK 3 PEER REVIEW FOCUSED STUDIES The City of Redlands will provide Lilburn Corporation with technical studies (as listed in City's November 3, 2021 request for a scope and cost) that will be prepared by the Applicant. Most studies will be reviewed in-house with the exception of the Preliminary Water Quality Management Plan which will be reviewed by Joseph E. Bonadiman Associates, and the traffic and noise studies which will be reviewed by Ganddini Group Lilburn Corporation will provide the City with peer review memos summarizing results of the reviews for up to seven studies. TASK 4 PREPARE INITIAL STUDY & MMRP Based on the findings of the technical studies prepared and reviewed, and the information contained in the Project Description, we will prepare an Administrative Draft Initial Study to evaluate all potential environmental impacts associated with the proposed project. We will utilize the City's current format for an Initial Study The Initial Study will include mitigation measures for any identified significant or potentially significant impacts, and supporting documentation as required. We will incorporate relevant and available information from the site visit and the technical studies. Lilburn Corporation will address all CEQA and City -required environmental resource areas. We will summarize and incorporate the findings of all technical studies provided to us We will assist Planning staff with identifying and/or refining any necessary mitigation measures that would result from the City's consultation with local Native American Tribal Governments. Mitigation measures would be incorporated as necessary into the Initial Study to address potential impacts during the Project's construction phase. 8 L:\ca\djm\Agreements\Lilburn Corp. Environment Agmt.EA-7.2.FY21-0062.doc.jn Lilburn Corporation will submit the Administrative Initial Study electronically for the City's review The City will then provide comments/revisions to Lilburn Corporation Following completion of the review by staff, we will revise the document as necessary and prepare a final draft Initial Study We will also prepare a Mitigation Monitoring and Reporting Program (MMRP) to include mitigation measures identified The MMRP will be circulated as part of the Initial Study The City may conduct a final review before determining the document is ready to release for public review Notices and Circulation Upon approval of the Initial Study, Lilburn Corporation will prepare notices for the City to conduct a 30-day public review Our cost estimate includes the preparation of the Notice of Intent (NOI) and circulating to local agencies and interested parties including Native American tribes We will be responsible for circulating the document electronically to the State Clearinghouse along with the Notice of Completion and Summary Form for Electronic Submittal The City will use the NOI to prepare and publish the legal notice in the Redlands Daily Facts (or other newspaper of general circulation) and we will post the NOI with the County Clerk TASK 5 FINAL DOCUMENTS Upon completion of the public review process, we will discuss any comments received with City staff and determine appropriate responses and prepare letters for the City to submit to the commenters Our cost assumes no more than five letters will be received and none from attorney's offices Lilburn Corporation would discuss with the City any substantive changes that should be made to the project or the Initial Study as a result of the comments received We will also update the MMRP as necessary in consideration of any public input that results in City changes to mitigation measures Lilburn Corporation will prepare the Notice of Determination (NOD) and upon City approval, we will file the notice with the County Clerk of the Board The Applicant will provide a check for the applicable NOD and any other notice filing fees that are required TASK 6 PROJECT MANAGEMENT & MEETINGS Throughout the project, coordination with the City will be regularly initiated to discuss results of analyses, obtain additional information as necessary, resolve any contract administration issues, and provide schedule updates We will attend a kick-off meeting and will participate in regular conference calls if directed Lilburn Corporation will attend a staff meeting to discuss the final CEQA document and findings prior to public hearings that will be scheduled with the Planning Commission (PC) and City Council Our Fee Proposal includes attendance at up to three public hearings Project Schedule The schedule presented below would provide for adoption of a Mitigated Negative Declaration and filing a Notice of Determination approximately six to seven months following the date of a Notice to Proceed and receipt of all Applicant -provided technical studies This assumes that 9 L \ca\djm\Agreements\Lilbum Corp Environment Agmt.EA 7 2.FY21 0062.doc.jn changes to the project proposal are not made after we begin work. The schedule for the completion is however flexible and may be modified depending on a number of factors including the amount of time the City will need to review the submittals and provide input, and the number of comments received on the Draft Initial Study Estimated durations for each of the major tasks identified in our Scope of Work are shown on the following schedule We are committed to meeting these targets assuming no constraints to the schedule occur that are outside of our control All personnel that will be assigned to this project have the capabilities to perform the work and their present workload has been accounted for in the schedule provided herein. Project Schedule for CEQA Consulting Services CRA No. 935 and LLA No. 663 Tasks Duration (working days) Site Visit, Kick-off Meeting 1 Prepare CEQA Project Description 4 days following Kick-off City Approval of Project Description 5 days Peer Review Focused Studies 2 weeks Prepare Administrative Draft Initial Study (incl. AQ/GHG Analysis, and MMRP (40 days from Authorization to Proceed and all Applicant studies) 35 days City Review of Administrative Draft Initial Study & MMRP 7 days Prepare 2"d Version of Administrative Draft Initial Study 10 days City Review and Comment; Compilation of Draft IS & MMRP for Public Review 11 days Print Copies of IS for Noticing/Circulation 3 days Public Review Period 30 days' Prepare Draft Responses to Comments 5 days City Review of Responses to Comments 2 days Prepare Final Responses to Comments 2 days Public Hearings (PC and City Council) The City may determine that a 20-day review period may be sufficient. 10 L.\ca\djm\Agreements\Lilburn Corp. Environment Agmt.EA-7.2.FY21-0062.doc.jn EXHIBIT "B" PROJECT COSTS AND HOURLY RATES [ATTACHED] 11 L.\ca\djm\Agreements\Lilburn Corp. Environment Agmt.EA 7.2.FY21-0062.doc Cost Estimate for Environmental Consulting Services Initial Study for CRA No. 935 and LLA No. 663 City of Redlands COST CATEGORY LABOR TOTAL ESTIMATED COSTS TASKS Principal/ / Pr°JeS Director Project Matta $180/hr. Sr. Emlron. $1885h Erviron. Ana'yst $98/hr Document Mama $123/5 Loon Subtotal Suhconwltantd Atha DlraE Costs Hours Costs Task 1: Site Visit, Kick-off Mtg with City & Applicant 1 3 3 7 $1,059 $1,059 Task 2: CEQA Protect Description 1 2 1 4 $663 $683 Task 3: Peer Review Technical Studies 5 5 10 $2,025 $4,500 $6,525 Task4: I nitial study& Notices for Public Review 2 20 105 4 131 $14,832 $14,832 Tasks: Final Documents/MM RP/NOD 1 6 2 6 4 21 $2,941 $2,941 Task 6: Project Mgn6., Staff Mtg (3) & Public Hearings (3) 4 24 2 30 $5,416 $5,416 TOTAL TASKS 14 55 7 119 8 203 $26,95$ $4,500 $31,456 Lilburn Corporation 11/3/2021 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 by one or more insurers 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 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 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 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 under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I 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 I 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 LILBURN CORPORATION By ,y,C Cheryl A TJ(bbs, Vice President 12 L\ca\dim \Agreements\Lilbum Corp Environment Agmt.EA 7 2.FY21-0062.doc Date /2-cj 2 /