HomeMy WebLinkAboutContracts & Agreements_198B-2023EA-7.2 (12.8.21)
AGREEMENT 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 25th day of October, 2023 ("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, and his designees,
as City's representatives 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 September 30, 2024.
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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 not exceed the
amount forty-two thousand six -hundred thirteen dollars ($42,613). City shall pay
Consultant on a time and materials basis, up to the not to exceed amount, in accordance
with 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.O. 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@lilburncrop.com
(909) 890-1818 Ext. 2
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 evidencing
such insurance prior to conunencement 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.
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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.
E. If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the Entity requires and shall be entitled to the broader coverage and/or
the higher limits maintained by the contractor. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available
to the Entity.
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
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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 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
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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.
8.4 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.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
eteLJfi
Charles M. Duggan, Jr.,
City Manager
ATTEST:
ie Donaldson, City Clerk
LILBURN CORPORATION.
a /
Cheryl Aubbs, Vice President
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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 approximate 357,610 square -foot warehouse facility to
be located at the southwest corner of West Lugonia Avenue and California Street
on approximately 16.09 acres. The property is within the Special Development
District of the East Valley Corridor Specific Plan and the proposed warehouse
facility is an allowable use subject to approval of a Planned Development
Application.
Lilburn Corporation's methodology for review of Applicant -provided technical
studies, 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.
❑ Review Proposed Project with City staff
❑ Prepare a Comprehensive Project Description for use in the Initial Study
❑ Peer review Applicant's Technical Studies (up to six) 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
❑ Prepare Mitigated Negative Declaration for City adoption
❑ Meet with City staff (assume one meeting)
❑ Attend up to two public hearings tosupport City staff
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❑ File Notice of Determination (NOD) with the San Bernardino County Clerk of
the Board
❑ Provide monthly progress reports and invoices
TASK 1: SITE VISIT, REVIEW PROPOSED PROJECT WITH CITY STAFF
Initially, we will conduct a site visit to photo -document the Project Site and
surrounding property conditions. We will subsequently 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 in
a meeting or call with City staff.
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 drafted to 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 submit the Project Description to the City
for review and approval before proceeding with subsequent tasks.
TASK 3: PEER REVIEW APPLICANT -SUBMITTED STUDIES
The City of Redlands will provide Lilburn Corporation with technical studies (as
listed in City's April 11, 2022, request for a scope and cost) that will be prepared
by others for the Applicant. Studies will be reviewed by Principals or Lilburn
Corporation or our qualified subconsultants. The Hydrology Study will be
reviewed by Joseph E. Bonadiman Associates, Inc., the Biology Report by
Jennings Environmental, and the Cultural/Paleontology Assessment by CRM
Tech, Inc. Lilburn Corporation will review the AQ/GHG/Energy/Health Risk
Assessment, the Soils/Geotechnical Report, and the Phase I ESA. At the
completion of each review, we will provide the City with peer review memos
summarizing results of the reviews and the need for any amendments.
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
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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. The technical studies' findings and recommendations will
be summarized in a manner that responds to the checklist questions. We will also
evaluate potential impacts in the areas of Aesthetics, Agriculture/Forestry,
Geology & Soils, Hazards/Hazardous Materials, Hydrology/Water Quality, Land
Use, Noise, Public Services, Utilities, and Wildfire. 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.
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 whether 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
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letters will be received and responded to. Lilburn Corporation would discuss with
the City any substantive changes that should be made tothe project or the Initial
Study as a result of the comments received, as well as the possible need to respond
to additional letters/comments. 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 8
months following the date of a Notice to Proceed (NTP) and assuming all
Applicant -provided technical studies will be received within 6 weeks of the NTP.
This assumes that 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.
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Project Schedule for CEQA Consulting Services PD No. 7
Tasks
Duration
(Calendar Days)
Site Visit, Kick-off Meeting
1
Prepare CEQA Project Description
10 days following Kick-off
City Approval of Project Description
10 days
Peer Review Focused Studies
2 weeks
Prepare Administrative Draft Initial Study (incl. AQ/GHG
85 days
Analysis, Noise Analysis, and MMRP (85 days from
Authorization to Proceed and all Applicant studies)
City Review of Administrative Draft Initial Study & MMRP
10 days
Prepare 2nd Version of Administrative Draft Initial Study
14 days
City Review and Comment; Compilation of Draft IS & MMRP
for Public Review
12 days
Print Copies of IS for Noticing/Circulation
3 days
Public Review Period
30 daysl
Prepare Draft Responses to Comments
5 — 15 days
City Review of Responses to Comments
2 days
Prepare Final Responses to Comments
2 days
Public Hearings (PC and City Council)
TBD
The City may determine that a 20-clay review period may be sufficient.
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EXHIBIT "B"
PROJECT COSTS AND HOURLY RATES
Cost Estimate: for Environmental Consulting Services.
Warehouse Facility at Lugonia and California (PI? No. 7)
City of Redlands.
COST CATEGORY
TASKS'.
Task 1: Site VW
hokin
birt' I r
53.2116e.
r5,q ,a
ielna
315111r.
Fr,
1'ns-hxnr,
otiuJxl
A05g.
LABOR
C r4i
il4rath (1.
Y7 zFs.
06.461461664.
Almix�t
51i 416.
3793
Oita l 1Xr u.:
0404
$717
Talk 2:: CEQA ProIett Description
2.
2
5616
$946
Tark 3: Pear Review Tec}suica1. Studies
7
17
13,42(
Task 4 ins4ia! Stud} & Notices far Pub& Reraiest
4
164
4
I St
$119,711
111,714
Task 5, DoctunesalaiRPNOD
1?
1259.
Tails 6:: Project 11ginr., Stag/AV (1), & Public Hunt nge. Q
3
26
14,131
$4,E34
TOTAL TASKS
2_5
32
13
$32,1=03
$12,613
111hurrr Corp*ratsssra
00064 kro44156.M00;tiydr.044,0
CreA9 Lcrh 535,541 tCx44ile.. ,m4N4
Jeiriieigr $750{ilulajyi
•. Ad(dIt10-47<I rerG* r1+'J, 66k e t d€$54t}
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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 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: ( may/-44,
Cheryl A. Tub , Vice President
Date: /
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