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STAFF REPORT
Development Services Department
DATE: December 16, 2014
TO: Honorable Mayor and City Council
FROM: Jason Kruckeberg, Assistant City Manager /Development Services Director
Jim Kasama, Community Development Administrator
By: Lisa Flores, Planning Services Manager
SUBJECT: PROFESSIONAL SERVICES AGREEMENTS FOR ON -CALL
ENVIRONMENTAL CONSULTING SERVICES WITH LSA ASSOCIATES,
INC., BONTERRA PSOMAS, AND PMC
Recommendation: Approve
SUMMARY
The Development Services Department is requesting authorization to execute
Professional Services Agreements with LSA Associates, Inc., BonTerra Psomas, and
PMC, for environmental consulting services for projects that are not exempt from the
California Environmental Quality Act (CEQA). It is recommended that the City Council
authorize and direct the City Manager to execute agreements with all three firms for a
term of three (3) years.
BACKGROUND
In accordance with the California Environmental Quality Act (CEQA), the City has
adopted the CEQA Guidelines as its procedures for the review of development projects
and other activities to ensure compliance with State law. Pursuant to these procedures,
the City is responsible for the preparation of environmental documents for the full range
of development projects with varying degrees of complexity.
Depending on the project, staff either prepares the environmental document in house,
enters into a contract with an environmental firm to prepare the environmental
document, or enters into a contract for a peer review of work submitted by the
applicant's consultant.
As the requirements of CEQA become more stringent each year, the preparation of
environmental documents has become much more technical and cumbersome. This,
along with the fact that the volume of new projects has increased, has prompted the
Development Services Department to seek on -call environmental assessment/CEQA
Agreement for On -Call Environmental Services
December 16, 2014
Page 2 of 3
services for a variety of private and public development projects. Having pre- approved
contracts with qualified consultants will allow staff to quickly select a consultant for a
project and expedite the review process.
DISCUSSION
Requests- for - Proposal (RFPs) were sent to nine (9) qualified planning firms in October,
2014. Eight (8) proposals were received and evaluated according to the firms' abilities,
qualifications, experience, team composition, and responsiveness to the RFP.
Proposals were received from the following firms:
FIRM
LOCATION
LSA Associates, Inc.
Riverside
BonTerra Psomas
Pasadena
PMC
Long Beach
PlaceWorks
Los Angeles
Kimley Horn
Orange
Rincon Consultants, Inc.
Ventura
Sapphos Environmental Inc.
Pasadena
MIG /Hogle- Ireland
Pasadena
After the review of the proposals, the following three firms were selected: LSA
Associates, Inc., BonTerra Psomas, and PMC. Although all of the proposing firms are
certainly capable, these three firms were chosen because of their depth of experience,
qualifications, and in -house technical staff, which will provide the Department the
flexibility it needs to assign projects appropriately, and will ensure timely processing of
development projects. These firms are known to City staff, have excellent references
from other neighboring jurisdictions, and have a great deal of experience with peer
review arrangements. The three firms selected also have a comparable range of hourly
rates and fees. Since the firms were not bidding on a specific project, there is no final
cost to use for comparison.
When the services of a consultant are required, staff will either solicit proposals from all
three firms, or will select one of these firms, based upon its particular qualifications in
relation to the project, the project schedule, or the price quoted by the firm to complete
the environmental services. If the firm is retained for a private development project or a
peer review, the firm will contract with the City, but will be paid by the project applicant.
This will be in the form of a reimbursement agreement, similar to what has been done
with other recent projects. Because all costs will be borne by the applicant, these
assignments are not intended to be presented to the City Council for approval.
However, if the firm is to be retained for a public purpose or a City project, all contracts
over $15,000 will be presented to the City Council in accordance with current policy.
Agreement for On -Call Environmental Services
December 16, 2014
Page 3 of 3
FISCAL IMPACT
There is no direct cost to the City for these environmental consulting services, except in
the case of a City project. For private projects, the applicants will be required to pay for
on -call environmental consulting services, and all costs associated with the processing
of their applications, through a reimbursement agreement. The proposal must conform
to the rates and requirements of the on -call contracts.
RECOMMENDATION
It is recommended that the City Council authorize and direct the City Manager to
execute Professional Services Agreements for On -Call Environmental Consulting
Services with LSA Associates, Inc., BonTerra Psomas, and PMC, for a term of three (3)
years.
Approved,
Dominic LazzaraW
City Manager
Attachment No. 1: Scope of Services
Attachment No. 2: Professional Services Agreements (3)
Attachment No. 1
Scope of Services
SCOPE OF SERVICES
The City exclusively reserves the right to select and assign a firm (or firms if desired) for
each project as it determines is in the best interest of the City and the specific project.
There is no guarantee of work, nor is there any implied or promised rotation method for
project assignments.
The SCOPE OF SERVICES and principal responsibilities may include environmental
peer review, but are not limited to, the following (all services may or may not be
necessary on each project).
All responsibilities of Lead Agency including:
1. Preliminary Review
2. Preparation of Initial Study
3. Determination of significance of environmental effects
4. Establishing threshold of Significance
5. Making Mandatory Findings of Significance
6. File the Notice of Determination
Following decision to prepare a Negative or Mitigated Negative Declaration:
1. Prepare Notice of Intent (NOI)
2. Provide NOI to all parties as required by CEQA
3. Prepare ND /MND, Mitigated Monitoring and Reporting Program, technical
studies, and submit to the City for review
4. Prepare and file State Clearinghouse forms with the Office of Planning and
Research, if necessary
5. Prepare and circulate Notice of Availability, if necessary
6. Prepare Response to Comments
7. Be available to present at the Planning Commission and City Council meetings, if
necessary
8. Prepare the Notice of Determination
Following determination that an Environmental Impact Report is required:
The EIR's shall meet all the requirements set forth in the California Environmental
Quality Act (Public Resources Code 2100 et seq.) and the State CEQA guidelines
(California Code of Regulations Section 15000 et seq.).
Identified impacts shall be designed as significant or insignificant pursuant to the criteria
of CEQA and the State CEQA guidelines, and any thresholds or criteria used by the
City. Indirect or secondary impacts of the project shall also be discussed and mitigation
measures recommended.
Mitigation measures should be described in detail and should be specific to the project.
Two types of mitigation measures should be recommended: measures addressing
impacts related to the primary impacts; and measures addressing impacts related to the
secondary impacts associated with the proposed project.
The alternative analysis, while mostly a qualified effort, shall make all efforts to use or
cite existing applicable detailed information to make for as meaningful a comparison as
possible to the proposed project.
It will be the responsibility of the successful firm(s) or consultant(s) to determine the
necessary staffing level required to perform the scope of services. The City will NOT
provide dedicated work space or office space, city staff or city resources, printing or
copying services, or clerical assistance in the performance of this agreement. The City
reserves the right to perform any portion of the scope of work with City personnel and /or
by other Consultants.
A comprehensive mitigation monitoring and reporting program, pursuant to Public
Resources Code Section 2108.6 shall be developed for applicable mitigation measures.
The monitoring program shall incorporate both monitoring by the county and reporting
by the developer, with subsequent report verification by on -site inspection, if necessary.
The consultant shall be available for a "kick off' meeting and to meet with one or more
of the City staff when given advance notice.
The consultant shall anticipate attending two (2) scoping meetings (one before the EIR
work begins and one during the Public Review period), and two (2) public hearings.
The consultant shall be prepared to respond to questions, make presentations and /or
participate in an advisory capacity during these meetings /hearings.
The format for all text documents, tables, and illustrations shall be in a digital PDF
format and hard copies. Document covers for all related documents shall be
coordinated so they appear as a "set." As much of the technical information as possible
shall be placed in the appendices. Duplication of information of the EIR shall be
avoided as much as possible. All hard copy of the administrative drafts, drafts, and final
documents shall be delivered in a digital PDF and a hard copy, double -sided document.
Attachment No. 2
Professional Services Agreements
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON -CALL ENVIRONMENTAL CONSULTING SERVICES WITH LSA ASSOCIATES, INC.
1. PARTIES AND DATE.
This Agreement is made and entered into this day of ,
2014 by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and LSA Associates,
Inc., a Corporation - with its principal place of business at 1500 Iowa Avenue, Suite 200,
Riverside, CA 92507. City and Consultant are sometimes individually referred to as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing professional
environmental services and in preparing documentation that is incompliance with the
California Environmental Quality Act (CEQA) to public and private clients, is
appropriately licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the On -Call
Environmental Consulting Services ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately provide professional on -call
environmental consulting services necessary for the Project ( "Services "). The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from December 2014 to
December 2017, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Lynn Calvert- Hayes, Principal in Charge.
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3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his or her
designee, to act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Lynn
Calvert- Hayes, or his or her designee, to act as its representative for the performance of
this Agreement ( "Consultant's Representative "). Consultant's Representative shall have
full authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
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directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
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Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self- insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.103 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self- insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
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insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self - insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in anyway.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
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the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safet . Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and
incorporated herein by reference. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
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execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. Ali notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
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Consultant:
City:
LSA Associates, Inc.
1500 Iowa Avenue, Suite 200
Riverside, CA 92507
Attn: Lynn Calvert- Hayes, AICP
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Lisa Flores, Planning Services Manager
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentialit .
3.5.3.1 Documents & Data; Licensing of Intellectual Pro pert .
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
Revised 04113
9
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney's fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant's Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
Revised 04/13
10
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction: References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
Reviscd 04:13
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidit l Severabilit . If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self - insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
Revised 04!13
12
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
By
Dominic Lazzaretto
City Manager
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Revised 04.,13
13
LSA ASSOCIATES, INC.
By
Signature
Print Name and Title
Date:
By
Signature
Print Name and Title
Date:
CONCUR:
Jason Kruckeberg, Assistant City
Manager /Development Services
Director
Exhibit "A"
SCHEDULE OF SERVICES
The City exclusively reserves the right to select and assign a firm (or firms if desired) for
each project as it determines is in the best interest of the City and the specific project.
There is no guarantee of work, nor is there any implied or promised rotation method for
project assignments.
The SCOPE OF SERVICES and principal responsibilities may include, but are not
limited to, the following (all services may or may not be necessary on each project).
All responsibilities of Lead Agency including:
1. Preliminary Review
2. Preparation of Initial Study
3. Determination of significance of environmental effects
4. Establishing threshold of Significance
5. Making Mandatory Findings of Significance
6. File the Notice of Determination
Following decision to prepare a Negative or Mitigated Negative Declaration:
1. Prepare Notice of Intent (NOI)
2. Provide NOI to all parties as required by CEQA
3. Prepare NDIMND, Mitigated Monitoring and Reporting Program, technical
studies, and submit to the City for review
4. Prepare and file State Clearinghouse forms with the Office of Planning and
Research, if necessary
5. Prepare and circulate Notice of Availability, if necessary
6. Prepare Response to Comments
7. Be available to present at the Planning Commission and City Council meetings, if
necessary
8. Prepare the Notice of Determination
Following determination that an Environmental Impact Report is required:
The EIR's shall meet all the requirements set forth in the California Environmental
Quality Act (Public Resources Code 2100 et seq.) and the State CEQA guidelines
(California Code of Regulations Section 15000 et seq.).
Identified impacts shall be designed as significant or insignificant pursuant to the criteria
of CEQA and the State CEQA guidelines, and any thresholds or criteria used by the
City. Indirect or secondary impacts of the project shall also be discussed and mitigation
measures recommended.
Mitigation measures should be described in detail and should be specific to the project.
Two types of mitigation measures should be recommended: measures addressing
impacts related to the primary impacts; and measures addressing impacts related to the
secondary impacts associated with the proposed project.
The alternative analysis, while mostly a qualified effort, shall make all efforts to use or
cite existing applicable detailed information to make for as meaningful a comparison as
possible to the proposed project.
It will be the responsibility of the successful firm(s) or consultant(s) to determine the
necessary staffing level required to perform the scope of services. The City will NOT
provide dedicated work space or office space, city staff or city resources, printing or
copying services, or clerical assistance in the performance of this agreement. The City
reserves the right to perform any portion of the scope of work with City personnel and /or
by other Consultants.
A comprehensive mitigation monitoring and reporting program, pursuant to Public
Resources Code Section 2108.6 shall be developed for applicable mitigation measures.
The monitoring program shall incorporate both monitoring by the county and reporting
by the developer, with subsequent report verification by on -site inspection, if necessary.
The consultant shall be available for a "kick off' meeting and to meet with one or more
of the City staff when given advance notice.
The consultant shall anticipate attending two (2) scoping meetings (one before the EIR
work begins and one during the Public Review period), and two (2) public hearings.
The consultant shall be prepared to respond to questions, make presentations and /or
participate in an advisory capacity during these meetings /hearings.
The format for all text documents, tables, and illustrations shall be in a digital PDF
format and hard copies. Document covers for all related documents shall be
coordinated so they appear as a "set." As much of the technical information as possible
shall be placed in the appendices. Duplication of information of the EIR shall be
avoided as much as possible. All hard copy of the administrative drafts, drafts, and final
documents shall be delivered in a digital PDF and a hard copy, double -sided document.
10ITI.1 jli -iii
COMPENSATION
LSA ASSOCIATES. INC.
LSA IN -HOUSE DIRECT EXPENSES
JUNE 2014
LACORPIcontract.doc «06114/! 4»
Unit Cast
Reproduction (8.5 x 11)
BIW
$.07 per page
Reproduction (8.5 x l 1)
Color
$.40 per page
Reproduction (11 x 17)
B/W
$.1Q per page
Reproduction (11 x 17 )
Color
$.75 per page
CD Production
$5.00 per CD
Plotting
$3.75 per sf
Mileage On Road
$.56 per mile
Mi1ea e Off Road
$.71 per mile
GPS Unit
$75.00 per day
Total Station Surveying Instrument
$50.00 per day
Level (Laser or Optical)
$25.00 per day
Laser Rangefinder
$25.00 per day
Sound Meter
$75.00 per day
Aerial Photo
Cost
Boat Rental
$50.00 /day
Water Quality Meter
$25.00 /day
LACORPIcontract.doc «06114/! 4»
LSA ASSOCIATES, INC.
HOURLY BILLING RATES EFFECTIVE JUNE 2414
Job Classification
Hourly
Cultural
Rate
Planning
Environmental
Transportation
Air/Noise
Resources
Biology
GIS
Range 1,2
Principal
Principal
Principal
Principal
Principal
Principal
Principal
$130 -315
Associate
Associate
Associate
Associate
Associate
Associate
Associate
$85 -200
Senior Planner
Senior
Senior Transportation
Senior Air Quality/
Senior Cultural
Senior
Senior GIS
$90 -175
Environmental
Planner /Engineer
Noise Specialist
Resources Manager
Biologist/Botanist/
Specialist
Planner
Wildlife Biologist/
Ecologist/Soil Scientist/
He etolo ist/Arborist
Planner
Environmental
'Transportation
Air Quality/Noise
Cultural Resources
Biologist/Botanist/
GIS Specialist
$85 -125
Planner
Planner /Engineer
Specialist
Manager
Wildlife Biologist/
Ecologist/Soil Scientist/
He etolo ist/Arborist
Assistant Planner
Assistant
Assistant
Air Quality/Noise
Cultural Resources
Assistant Biologist/
Assistant GIS
$55 -100
Environmental
Transportation
Analyst
Analyst
Botanist/Wildlife
Specialist
Planner
Planner /Engineer
Biologist/Ecologist/Soil
Scientist/Herpetologist/
Arborist
Field Services
Senior Field Crew /Field Crew
$55 -85
Office Services
Research Assistant/Technician
$45-60
Graphics
$90 -120
Office Assistant
$60-95
Word Processing/Technical
$75 -95
Editing
I ne nourty rate Tor work Invoivmg actual expenses in court, giving depositions or similar expert testimony, will be billed at $400 per hour regardless ofjob classifications.
Z Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion at that time.
LACORPIeontract.doc 46/14114» 4
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON -CALL ENVIRONMENTAL CONSULTING SERVICES WITH
BONTERRA PSOMAS
1. PARTIES AND DATE.
This Agreement is made and entered into this day of ,
2014 by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and BonTerra Psomas,
a CORPORATION, with its principal place of business at 2 Executive Circle, Suite 175,
Irvine, CA 92614 ( "Consultant "). City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing professional
environmental services and in preparing documentation that is incompliance with the
California Environmental Quality Act (CEQA) to public and private clients, is
appropriately licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the On -Call
Environmental Consulting Services ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately provide professional on -call
environmental consulting services necessary for the Project ( "Services "). The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
Revised OV 13
3.1.2 Term. The term of this Agreement shall be from December 2014 to
December 2017, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. in order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnels for performance of this Agreement are as
follows: Joan Patronite Kelly, Corporate Director of Planning and Resources
Management and Kristin Starbird, Senior Project Manager.
Revised OV 13
3.2,5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his or her
designee, to act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Joan
Patronite Kelly and Kristin Starbird, or their designee, to act as its representative for the
performance of this Agreement ( "Consultant's Representative "). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
Revised 04113
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.91 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA_ In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and /or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability. Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability.
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Revised 04/13
Compensation and Employer's Liability. Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self- insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability. $1 ,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability. Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self- insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
(B) Automobile Liabilitv. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
Revised (M13
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self- insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self - insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Covers e. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
Revised 04/13
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and
incorporated herein by reference. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
Revised 04113
7
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Revised 04/13
Consultant:
City:
BonTerra Psomas
2 Executive Circle, Suite 175
Irvine, CA 92614
Attn: Joan Patronite Kelly, AICP
City of Arcadia
244 West Huntington drive
Arcadia, CA 91007
Attn: Lisa Flores, Planning Services Manager
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Pro pert .
This Agreement creates a non- exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
Revised 04113
9
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attomey's fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant's Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
Revised 04113
10
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.1 D City's Right to Emplov Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
Revised 04113
1�
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 EQual Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination_
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original,
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
Revised 04113
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3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
By
Dominic Lazzaretto
City Manager
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Re vised 04,'] 3
13
BONTERRA PSOMAS
By
Signature
Print Name and Title
Date:
By
Signature
Print Name and Title
Date:
CONCUR:
Jason Kruckeberg, Assistant City
Manager /Development Services
Director
Exhibit "A"
SCHEDULE of SERVICES
The City exclusively reserves the right to select and assign a firm (or firms if desired) for
each project as it determines is in the best interest of the City and the specific project.
There is no guarantee of work, nor is there any implied or promised rotation method for
project assignments.
The SCOPE OF SERVICES and principal responsibilities may include, but are not
limited to, the following (all services may or may not be necessary on each project).
All responsibilities of Lead Agency including:
1. Preliminary Review
2. Preparation of Initial Study
3. Determination of significance of environmental effects
4. Establishing threshold of Significance
5. Making Mandatory Findings of Significance
5. File the Notice of Determination
Following decision to prepare a Negative or Mitigated Negative Declaration:
1. Prepare Notice of Intent (NOI)
2. Provide NOI to all parties as required by CEQA
3. Prepare NDIMND, Mitigated Monitoring and Reporting Program, technical
studies, and submit to the City for review
4. Prepare and file State Clearinghouse forms with the Office of Planning and
Research, if necessary
5. Prepare and circulate Notice of Availability, if necessary
6. Prepare Response to Comments
7. Be available to present at the Planning Commission and City Council meetings, if
necessary
8. Prepare the Notice of Determination
Following determination that an Environmental Impact Report is required:
The EIR's shall meet all the requirements set forth in the California Environmental
Quality Act (Public Resources Code 2100 et seq.) and the State CEQA guidelines
(California Code of Regulations Section 15000 et seq.).
Identified impacts shall be designed as significant or insignificant pursuant to the criteria
of CEQA and the State CEQA guidelines, and any thresholds or criteria used by the
City. Indirect or secondary impacts of the project shall also be discussed and mitigation
measures recommended.
Mitigation measures should be described in detail and should be specific to the project.
Two types of mitigation measures should be recommended: measures addressing
impacts related to the primary impacts; and measures addressing impacts related to the
secondary impacts associated with the proposed project.
The altemative analysis, while mostly a qualified effort, shall make all efforts to use or
cite existing applicable detailed information to make for as meaningful a comparison as
possible to the proposed project.
It will be the responsibility of the successful firm(s) or consultant(s) to determine the
necessary staffing level required to perform the scope of services. The City will NOT
provide dedicated work space or office space, city staff or city resources, printing or
copying services, or clerical assistance in the performance of this agreement. The City
reserves the right to perform any portion of the scope of work with City personnel and /or
by other Consultants.
A comprehensive mitigation monitoring and reporting program, pursuant to Public
Resources Code Section 2108.6 shall be developed for applicable mitigation measures.
The monitoring program shall incorporate both monitoring by the county and reporting
by the developer, with subsequent report verification by on -site inspection, if necessary.
The consultant shall be available for a "kick off' meeting and to meet with one or more
of the City staff when given advance notice.
The consultant shall anticipate attending two (2) scoping meetings (one before the EIR
work begins and one during the Public Review period), and two (2) public hearings.
The consultant shall be prepared to respond to questions, make presentations and /or
participate in an advisory capacity during these meetings /hearings.
The format for all text documents, tables, and illustrations shall be in a digital PDF
format and hard copies. Document covers for all related documents shall be
coordinated so they appear as a "set." As much of the technical information as possible
shall be placed in the appendices. Duplication of information of the EIR shall be
avoided as much as possible. All hard copy of the administrative drafts, drafts, and final
documents shall be delivered in a digital PDF and a hard copy, double -sided document.
Exhibit "B"
COMPENSATION
FEE SCHEDULE THROUGH DECEMBER 2017
For the City of Arcadia On -Call Environmental Services
PROFESSIONAL CLASSIFICATION HOURLY BILLING RATE
Principal -in- Charge
$210—$240
Technical Discipline Manager'
$150—$210
Senior Planner /Senior Project Manager
$130—$185
Principal Investigator, Archaeologist
$145
Principal Investigator, Paleontologist
$120
Senior Biologist/Senior Ecologist
$110—$150
Senior Restoration Ecologist
$125—$140
Project Manager
$120—$145
Air Quality /Climate Change/Noise Specialist
$125—$135
Planner /Assistant Project Manager
$90—$120
Field Monitor (depending on expertise)
$70—$130
Ecologist/Biologist
$90 —
$110
GIS Specialist
$120
Graphic Artist
$100
Project Assistant
$80—$85
Technical Writer /Editor
$90—$100
Administrative Assistant
$80
REIMBURSABLE COSTS
Mileage Federal Standard Mileage Rate
Reprographics (Outside) at cost plus 10%
Reprographics (Inside) Request Printing fee sheet
Other Out -of- pocket Expenses at cost plus 10%
Subconsultants at cost plus 10%
Plotting:
Field Maps $2.50 per sq ft
Display /Oversized /High Quality Graphics $10 per sq ft
Aerial Maps: Less than 500 acres $200
Aerial Maps: 500 -1,500 acres $350
Aerial Maps: Greater than 1,500 acres $500
Air Quality /GHG, Noise, Restoration /Regulatory Permitting, Biological Resources, and Cultural Resources.
2 Executive Circle, Suite 175, Irvine, CA 92614 * (714) 444 -9199 * (714) 444 -9599 Fax
225 South Lake Avenue, Ste. 1000, Pasadena, CA 91 101 * (626) 351 -2000 * (626) 351 -2030 Fax
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
ON -CALL ENVIRONMENTAL CONSULTING SERVICES WITH PMC
1. PARTIES AND DATE.
This Agreement is made and entered into this day of ,
2014 by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and PMC, a private
California Corporation - with its principal place of business at 2729 Prospect Park Drive,
Suite 220, Rancho Cordova, CA 95670. City and Consultant are sometimes individually
referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing professional
environmental services and in preparing documentation that is incompliance with the
California Environmental Quality Act (CEQA) to public and private clients, is
appropriately licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the On -Call
Environmental Consulting Services ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Sco e of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately provide professional on -call
environmental consulting services necessary for the Project ( "Services "). The Services
are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
Revised 641; 3
�w
3.1.2 Term. The term of this Agreement shall be from December 2014 to
December 2017, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the written approval of City, which shall not be
unreasonably withheld.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Philip 4. Carter, President.
Revised 04113
2
3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his or her
designee, to act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Philip
O. Carter, President, or his or her designee, to act as its representative for the
performance of this Agreement ( "Consultant's Representative "). Consultant's
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant's Representative shall supervise
and direct the Services, using his best skill and attention, and shall be responsible for all
means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care: Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall use the standard of care
usual of its profession to keep itself fully informed of and in compliance with all
applicable local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of
such laws and regulations in connection with Services. If the Consultant performs any
work knowing it to be contrary to such laws, rules and regulations and without giving
Revised 04A3
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written notice to the City, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,
officers, and employees free and harmless, pursuant to the indemnification provisions of
this Agreement, from any claim or liability arising out of any failure or alleged failure to
comply with such laws, rules or regulations. Should Consultant encounter a conflict
between such laws, rules and regulations, Consultant shall notify City in writing and the
parties shall work cooperatively to resolve the conflict. In such an event, Consultant
shall not be considered in breach of its responsibilities under this section.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and /or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
Revised W13
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bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned (if any), leased,
hired, and borrowed by Consultant or for which Consultant is responsible; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured on the Commercian General Liability and Automobile Liability policies. Any
deductibles or self- insured retentions must be declared to and approved by City and
conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability.- $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self - insurance maintained by the City, Its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
Revised 0411
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(B) Automobile Liabilit . The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self- insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be canceled except
after thirty (30) days prior written notice by U.S. mail, of cancellation ; provided,
however, that in the event of cancellation due solely to non - payment of premium, ten
(1 D) days notice of cancellation for non - payment of premium may instead be given to
the City.; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its
directors, officials, officers, and employees. Consultant shall provide the advance
written notification for any material change to required policies herein which would not
otherwise be provided by the carriers.
3.2.10.5 Separation of Insureds: No Special Limitations. All
insurance required by this Section with the exception of Workers Compensation and
Professional Liability shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self - insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
Revised 04113
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3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries, and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach, tack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and
incorporated herein by reference. Extra Work may be authorized, as described below,
and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
Revised 04111
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of A reement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
Revised 04113
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3.5.2 Delivea of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose
Consultant:
City:
PMC
2729 Prospect Park Drive, Suite 220
Rancho Cordova, CA 95670
Attn: Philip O. Carter, President
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Lisa Flores, Planning Services Manager
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Pro pert .
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Documents and Data either created by or provided to Consultant in connection with the
Revised 0413
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performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Coo eration� Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
to the extent caused by any negligent alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
reasonable attorney's fees and other related costs and expenses. Notwithstanding the
foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8,
the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims caused by the negligence, recklessness, or willful misconduct of the
Consultant. Consultant shall defend with Legal Counsel mutually acceptable, at
Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its
directors, officials, officers, and employees to the extent caused by the alleged or actual
negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers,
employees, agents or subconsultants. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against City or its directors, officials, officers, and
employees, in any such suit, action or other legal proceeding arising from Consultant's
performance of the Services, the Project or this Agreement; except to the extent that
liability is caused by the negligence or willful misconduct by the City or its directors,
officials, officers, and employees. Consultant shall reimburse City and its directors,
officials, officers, and employees, for any and all legal expenses and costs incurred by
each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
Revised 49/13
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3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, each party in such litigation shall bear its own attorneys' fees and all
other costs of such action.
3.5.8 Governinq Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 _Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction, References Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Rev sed 04'1:
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3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party_ Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidit ; Severabilit . If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19Equal. Ogportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self - insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
Revised 04,1
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3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA PMC
By By
Dominic Lazzaretto Signature
City Manager
Date:
ATTEST:
City Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Revised 04 %13
13
Print Name and Title
Date:
By
Signature
Print Name and Title
Date:
CONCUR:
Jason Kruckeberg, Assistant City
Manager /Development Services
Director
Exhibit "A"
SCHEDULE OF SERVICES
The City exclusively reserves the right to select and assign a firm (or firms if desired) for
each project as it determines is in the best interest of the City and the specific project.
There is no guarantee of work, nor is there any implied or promised rotation method for
project assignments.
The SCOPE OF SERVICES and principal responsibilities may include, but are not
limited to, the following (all services may or may not be necessary on each project).
All responsibilities of Lead Agency including:
1. Preliminary Review
2. Preparation of Initial Study
3. Determination of significance of environmental effects
4. Establishing threshold of Significance
5. Making Mandatory Findings of Significance
6. File the Notice of Determination
Following decision to prepare a Negative or Mitigated Negative Declaration:
1. Prepare Notice of Intent (NO[)
2. Provide NOI to all parties as required by CEQA
3. Prepare NDIMND, Mitigated Monitoring and Reporting Program, technical
studies, and submit to the City for review
4. Prepare and file State Clearinghouse forms with the Office of Planning and
Research, if necessary
5. Prepare and circulate Notice of Availability, if necessary
5. Prepare Response to Comments
7. Be available to present at the Planning Commission and City Council meetings, if
necessary
S. Prepare the Notice of Determination
Following determination that an Environmental Impact Report is required:
The EIR's shall meet all the requirements set forth in the California Environmental
Quality Act (Public Resources Code 2100 et seq.) and the State CEQA guidelines
(California Code of Regulations Section 15000 et seq.).
Identified impacts shall be designed as significant or insignificant pursuant to the criteria
of CEQA and the State CEQA guidelines, and any thresholds or criteria used by the
City. Indirect or secondary impacts of the project shall also be discussed and mitigation
measures recommended,
Mitigation measures should be described in detail and should be specific to the project.
Two types of mitigation measures should be recommended: measures addressing
impacts related to the primary impacts; and measures addressing impacts related to the
secondary impacts associated with the proposed project.
The alternative analysis, while mostly a qualified effort, shall make all efforts to use or
cite existing applicable detailed information to make for as meaningful a comparison as
possible to the proposed project.
It will be the responsibility of the successful firm(s) or consultant(s) to determine the
necessary staffing level required to perform the scope of services. The City will NOT
provide dedicated work space or office space, city staff or city resources, printing or
copying services, or clerical assistance in the performance of this agreement. The City
reserves the right to perform any portion of the scope of work with City personnel and/or
by other Consultants.
A comprehensive mitigation monitoring and reporting program, pursuant to Public
Resources Code Section 2108.6 shall be developed for applicable mitigation measures.
The monitoring program shall incorporate both monitoring by the county and reporting
by the developer, with subsequent report verification by on -site inspection, if necessary.
The consultant shall be available for a "kick off' meeting and to meet with one or more
of the City staff when given advance notice.
The consultant shall anticipate attending two (2) scoping meetings (one before the EIR
work begins and one during the Public Review period), and two (2) public hearings.
The consultant shall be prepared to respond to questions, make presentations and /or
participate in an advisory capacity during these meetings /hearings.
The format for all text documents, tables, and illustrations shall be in a digital PDF
format and hard copies. Document covers for all related documents shall be
coordinated so they appear as a "set." As much of the technical information as possible
shall be placed in the appendices. Duplication of information of the EIR shall be
avoided as much as possible. All hard copy of the administrative drafts, drafts, and final
documents shall be delivered in a digital PDF and a hard copy, double -sided document.
�11
Exhibit "B"
COMPENSATION
lluti,
F. COST PROPOSAL
PMC is committed to providing exceptional value to the City of Arcadia. For each project, PMC will
generate a cost estimate that considers the scope and complexity of the assignment. Such estimates will only
be prepared after PMC has met with City staff to generate a clear understanding of the assignment. Our goal
is to always establish budgets that are commensurate with the needs of the project as identified by City staff
and to identify strategies to reduce costs wherever possible without sacrificing legal defensibility or credibility.
FMC's rate schedule is included below.
Comprehensive
Project Director /Advisor
$180 -$225
Principal Planner
$150 -$180
Project Manager
$130 -$150
Assistant Project Manager
$120 -$130
Senior Planner
$120 -$150
Associate Planner
$95 -$120
Assistant Planner
$75 -$95
Planning Technician
$65 -$75
Biology
Project Director /Advisor
$180 -$225
Senior Biologist
$120 -$150
Associate Biologist
$90 -$120
Public Outreach
Project Director /Advisor
$180 -$225
Senior Public Information Officer
$120 -$150
Public Information Officer
$90 -$120
Public Engagement Coordinator
$90 -$120
Creative Services
Graphics Production Manager
$110 -$120
Graphic/Web Designer
$95 -$110
Administrative Services
Technical Editor
$85 -$125
Administrative Support
$65 -$95
GIS
Senior GIS Analyst
$120 -$150
GIS Analyst
$80 -$90
Project expenses (including any specialized subconsultanrs
that may be needed on
a task -by -task basis) will be billed at cost plus 10%.
lam"