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HomeMy WebLinkAboutC-1761 --. C17 (0/ is u; ,4 _- CITY OF ARCADIA - PROFESSIONAL SERVICES AGREEMENT- - . HIGHLAND OAKS SPECIFIC PLAN 1. PARTIES AND DATE. This Agreement is made and entered into this ?i__h day of Arl 1 , 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California . 91066-6021 ("City") and The Planning Consortium, an unincorporated partnership with its principal place of business at 1111 Town and Country Road, Suite 37, Orange, California 92868 ("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 planning and design review services, Environmental Impact Reports (EIRs) and California EnvironmentaiQuality Act (CEQA) compliance services to public clients, is 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 Highland Oaks Specific Plan (Application Nos.: SP 00-0.01 & TM 51941) ("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 The Planning Consortium iP 1 J customary work necessary to fully and adequately supply the professional planning and design review services, EIRs and CEQA compliance 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. 3.1.2 Term. The term of this Agreement shall be from April 2, 2001 to April 5, 2002 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 2 The Planning Consortium r ' 7 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 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 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 CO. The key personnel for performance of this Agreement are as follows: John Bitterly and W. Dean Brown. 3.2.5 Citv'.s:Representative. The City hereby designates Donna L. Butler, 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 John Bitterly and/or W: Dean Brown, 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 The Planning Consortium t � 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. Consultant warrants that all employee and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. 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.:Requlations. 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, 4 The Planning Consortium directors, officers, employees and agents, 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. 3.2.10 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. 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 or subcontractors. Consultant shalt also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum_Scope of .Insurance, Coverage shall be at least as broad as the latest version of the following: (1) General Liability Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's ,Liability Insurance. (B) Minimum Limits of. Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. 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 per accident for 5 The Planning Consortium 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. 3.2.1_0.3 Professional Liability Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) 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, employees, agents and volunteers shall be covered as additional insured with respect to the Work or 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, employees, agents and volunteers, 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, agents 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, employees, agents and volunteers 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, employees, agents and volunteers, or if excess, shall stand 6 The Planning Consortium 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, agents and volunteers 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. Intentionally Omitted. (D) Al.Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty_(.30) days prior written notice by certified mail, return receipt requested, has been 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, employees, agents and volunteers. 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, employees, agents and volunteers. 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, employees, agents and volunteers; 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:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification..of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for 7 The Planning Consortium 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. 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. 3.2.11 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. 3:3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and incorporated herein by reference. The total compensation shall not exceed forty-five thousand, five hundred dollars and no cents ($45,500.00) without written approval of City's Community Development Administrator (Donna L. Butler). 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 an 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 8 The Planning Consortium periods, as appropriate, through the date of the statement City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall be reimbursed only for those specific items included.in this Agreement. Consultant shall not be reimbursed for any other expenses unless authorized in writing by 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 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. 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 9 The Planning Consortium • • i 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: Consultant: The Planning Consortium 1111 Town and Country Road, Suite 37 Orange, CA 92868 Attn: John Bitterly or W. Dean Brown City: City of Arcadia . 240 West Huntington Drive Arcadia, CA 91066.6021 Attn: Donna L. Butler, Community Development Administrator 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 Property. 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 10 The Planning Consortium t I w~�j 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-fo-..Consultant-bay 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. 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 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 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 attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands., causes of action, costs, expenses, liability, loss, damage or 11 The Planning Consortium 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 _ - ... Agr-eement1 including-without limitation--the-payment-of-all-consequential--damages-and-._......_... ... attorneys fees and other related costs and expenses. Consultant shall defend, 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, employees, agents or volunteers. .Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, 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, employees, agents or volunteers. 3.5.7 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. 3.5:8 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 12 The Planning Consortium • 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-partticipated-fully-in-thepreparati orrof-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, employees, agents, and volunteers 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. 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, 13 The Planning Consortium 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 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. 3:6 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, 14 The Planning Consortium , without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. City of Arcadia The Planning Consortium • _ A _ _____ r e , 1 I By: - ilIntlriA 'WM By: 411::,t , iiiAlb... William R. Kelly J.7Bitierly II I City Manager • Principal Attest: . By: -c----e•-•A ,43\ 2 e D. Alford - City Clerk Approved as to Form: , By: P. 0-eAll'tL Stephen P. Deitsch City Attorney . . • 15 The Planninn rtnnearfilim EXHIBIT "A" • SCOPE OF SERVICES The design evaluation, preparation and certification of the EIR will be done in two primary phases: Phase 1 includes the design evaluation. and preparation of the Draft EIR_forpublic-comment—and-Phase-2—includes the-public-review/-public-hear-ing-process- _ and preparation of the Final EIR and Mitigation Monitoring Plan. The following summarizes the primary tasks of each phase followed by a breakdown of any subtasks to be completed in each phase and the deliverable products. PHASE 1: Design Evaluation.and Preparation of the Draft EIR In this phase, the design of the Project is evaluated, and the Draft EIR is prepared for circulation for public comment. The following is a detailed breakdown of the tasks and subtasks of Phase 1. Tasks and Subtasks 1) Review materials and finalize Initial Study. 2) Prepare the Notice of Preparation and letters to appropriate agencies. 3) Prepare for and attend the Scoping Meeting. 4) Design Evaluation • Analysis of the overall:planning concept (grading impact, street alignment, lot placement) and its relationship to the existing underlying topography. • Evaluation of lot configurations (relative to topography, vehicular access, adjacent uses and other factors). • Evaluation of slope design (from a civil engineering; aesthetic and environmental perspective). • Evaluation of earthwork quantity impact. • Evaluation of slope drainage devices design. • Discussion of landform grading concepts in relationship to the project. • Conclusions and recommendations to be presented in a written report with • graphics as necessary (lot design alternatives, slope alternatives, etc.) for the City's use in responding to the design of the proposed project. As work progresses, City staff would be consulted regarding the direction and detail needed for any alternative project designs. A_1 The Planning Consortium • 5) Preparation of the Draft.EIR. a) Field survey of the project site and surrounding neighborhood. b) Meetings (six meetings anticipated) and on-going coordination with City Staff and other agencies/organizations. c) Preparation of the Introduction sections, including Introduction, Executive Summary, Authority, Project Description and Project Description. d) Existing Conditions,*Significant Impacts'and Mitigation Measures sections: • Geology, Soils. and Seismicity: peer review of applicant's geotechnical/soils report by Lotus Consulting Engineering, Inc. and summarizing of information into the EIR section. • Topography and Grading: peer review of applicant's grading/hydrology plan by James J. Brennan, Inc. analysis of grading impacts to existing topographic conditions. • Biological Resources: review of applicant's biological report by The Planning Consortium and summarizing of information into the EIR section. • Traffic and Circulation: peer review of applicant's traffic and circulation report by PRC Corps; Inc. and summarizing of information into the EIR section, considering both short-term (construction) and long-term (operational) traffic impacts. • • Land Use Compatibility: analysis of existing land use conditions in the neighborhood and the proposed project's impact on land use compatibility, privacy and development standards. • Aesthetics: analysis of the existing aesthetic conditions and public viewsheds of the property and the proposed project's impact on such viewsheds: If •required, photo simulations could be prepared by Focus 360 (note: if the .City does want photo simulations, the fees for Focus 360's services can be added as Extra Work). • Public Services: analysis of the project's impacts to fire and police services for a.project in a.-hill'side residential area. • Effects Found Not To Be Significant: Discussion of environmental effects in subjects found not to be significant through the Initial Study (i.e.: archaeo/ paleo, noise, air quality, etc.). If further analyses of impacts in these fields are A_2 The Planning Consortium • found to be merited, we will provide such analyses under change orders as approved by the City. • Unavoidable Significant Effects and Growth-Inducing Impacts Sections. • Alternatives to the Proposed Project: This section shall consider alternatives to the project as proposed. These alternatives would be a range of. reasonable alternatives to the project as proposed, including the °no project" alternative required by CEQA. The other alternatives would consider a reduced lot project, modified development standards (one vs. two story homes, etc.) and alternative project designs. Our firm has a strong background in developing reasonable alternatives for hillside residential projects. 6) Deliverable Product a) A written report with graphics as necessary of the analysis of the project's design will be delivered during the third (3rd) week after the start date set by the City. b) Five (5) copies of the Screencheck Draft EIR will be delivered within four (4) to six (6) weeks of a start date set by the City. Approximately three (3) weeks after receiving City comments on the Screencheck Draft EIR, seventy-five (75) copies and one (1) electronic/reproducible copy of the Draft EIR will be delivered. 7) Preparation of the Notice of Completion. PHASE 2: Public Review/Public Hearings and Preparation of the Final EIR and Mitigation Monitoring Plan The Planning Consortium will respond to all comments received on the Draft EIR during the public review period and incorporate comments and responses to comments into the Final EIR document. Comments from the public hearings before the Planning Commission and City Council shall also be incorporated into the Final EIR comments. Tasks and Subtasks. 1) Preparation of the Response to Comments on the Draft EIR and preparation of the Final EIR. 2) Delivery of twenty-five (25) Final EIRs, twenty-five (25). Technical Appendices and one (1) electronic/reproducible copy. A-3 The Planning Consortium 3) Attendance at four (4) public hearings before the Planning Commission and City Council. 4). Response to comments from the public hearings and preparation .of the Final EIR document. 5) Preparation of the Notice of Determination. 6) Prepare the Mitigation Monitoring Plan. 7) Delivery of five (5) close-out binders of the Final EIR Document. A=4 The Planning Consortium EXHIBIT "B" SCHEDULE OF SERVICES The following is a timeline for the Design Evaluation and preparation of the Draft EIR for the Highland Oaks Specific Plan. The timing for the preparation and adoption of -----_-__.. the-Final-E-tR-would-be-dependent-upon-the-time-to-respond-to-comments-and-the-pubtie hearing schedule. Week 1 (Beginning with the date of this Agreement on p.1) During this week, City Staff, The Planning Consortium (TPC) and applicant representatives will meet on-site for the site visit to discuss the project. Also during this week, TPC will kick off the Design Evaluation of the project with James Brennan (TPC engineer). The NOP will be issued this.week. Week 2 This week's activities include continued research and review of the applicant's technical studies, preparation of the Draft EIR and preparation of the Design Evaluation. Week 3 The Design Evaluation will be completed this week and discussed at a meeting with City Staff (if necessary). Also during this week, the Scoping Meeting will be held with the public. Weeks 4— 6 The Screencheck Draft EIR will be completed during this week for City Staff review (sections will be forwarded to Staff as they are available). After six (6)weeks, the work product will be a Screencheck Draft EIR (complete text and draft graphics) for Staff review and comment. Weeks ? & 8 This is the City Staff comment period on the Screencheck Draft EIR. Weeks9 & 10 Finalize Draft EIR & Issuance of NOC — Approximately two (2) weeks to incorporate City Staff comments and reproduce the required number of Draft EIRs for circulation. The Draft EIR with the NOC will be made available for public and agency comments (45 day comment period). B-1 The Planning Consortium • EXHIBIT "C" COMPENSATION PHASE 1: Design Evaluation and Preparation of the Draft EIR Tasks and Subtasks. . Hours. . Amount _..__........__._......._1.)-_ Review-r iaterials-and-fin alize-Initial-Study.._...__................._....._....=.._..--24-......... $2940:00-........_..--........__..... 2) Prepare the Notice of Preparation and letters to appropriate agencies. 16 1,360.00 3) Preparation for and attendance at the Scoping Meeting (2 persons) 8 680.00 4) Design Evaluation Fixed Fee 2,000.00 5) Preparation of the Draft EIR a) Field survey of the project site and surrounding neighborhood. 8 680.00 b) Meetings (six meetings anticipated) and on- going coordination with City Staff and other agencies/organizations. 12 1,020.00 c) Preparation of the Introduction sections, including Introduction, Executive Summary, Authority, Project Description and Project Description. 12 1,020.00 d) Existing Conditions, Significant Impacts and Mitigation Measures sections: • • Geology, Soils and Seismicity: peer review of applicant's geotechnical/soils report by Lotus Consulting Engineering, Inc. Fixed Fee 2,000.00 • Summarizing of information into the EIR section. 8 680.00 C-1 The Planning Consortium • Topography and Grading: peer review of • applicant's grading/hydrology plan by James J. Brennan, Inc. Fixed Fee 3,000.00 • Analysis of grading impacts to existing topographic conditions. 8 5aa0 • Biological. Resources: review of applicant's biological report by The Planning Consortium and summarizing of information into the EIR section. 12 1,020.00 • Traffic- and Circulation: peer review of applicant's traffic and circulation report by PRC Corps, Inc. Fixed Fee 1,500.00 • Summarizing of information into the EIR section. 12 1,020.00 • Land Use Compatibility: analysis of existing land use conditions in the neighborhood and the proposed project's impact on land use compatibility, privacy and development standards. 16 1,360.00 • Aesthetics: analysis of the existing aesthetic conditions and public viewsheds of the property and the proposed project's impact on such viewsheds. 16 1,360.00 • Public Services: analysis of the project's impacts to Fire and Police Services. 8 680.00 el Effects Found Not To Be Significant: Discussion, of environmental effects in subjects found not to be significant through the Initial Study (i.e.: archaeo/ paleo, noise, air quality, etc.). If further analyses of impacts in these fields are found to be merited, we will provide such analyses C-2 The Planning Consortium ' • under change orders as approved by the City. 8 680.00 • Unavoidable Significant Effects and Growth- Inducing Impacts Sections. 8 680.00 _........._..... _..._......._._..__.•_ ltesnative o he Proposed Project_This_.. ........ .....__..._.._...... .... _. _. section shall consider alternatives to the project as proposed. 36 3,060.00 • Graphics (billed at $50.00 an hour) 24 1,200.00 • Clerical (billed at $35.00 an hour) 36 1,260.00 6) Expenses . Photowork and reprographics 500.00 Reproduction: • Five (5) copies of the Screencheck Draft 125.00 EIR One (1) electronic copy of the Screencheck Draft EIR 0.00 Seventy-five (75) copies of the Draft EIR 1,875.00 Seventy-five (75) copies 'of the Technical Appendix 1,875.00 One (1) electronic copy of the Draft EIR 0.00 7) Preparation of Notice of Completion 0.00 TOTAL PHASE 1 BUDGET $33,355.00 PHASE 2: Public Review/Public Hearings and Preparation of the Final EIR and Mitigation Monitoring Plan Tasks and.-Subtasks. Hours Amount 1) Preparation of the Response to Comments on the Draft EIR and preparation of the Final EIR. 48 $4,080.00 C-3 The Planning Consortium 2) Attendance at four(4) public hearings before the Planning Commission and City Council. 16 1,360.00 3) Response to comments from the public hearings and preparation of the Final.EIR.document.. 1.6_ 1,36.0.00 4) Preparation of the Notice of Determination. 4 340.00 5) Prepare the Mitigation Monitoring Plan. 24 2,040.00 6) Graphics (billed at $50.00 an hour). 8 . 400.00 7) Clerical (billed at ($35.00 an hour) 24 840.00 8) Expenses: Photowork and reprographics 225.00 Reproduction: Twenty-five (25:) copies of the Final EIR 625.00 Twenty-five (25) copies of the Technical Appendix . 625.00 One (1) electronic copy of the Final EIR 0.00 • Five (5) close-out binders of Final EIR Document $250.00 TOTAL PHASE 2 BUDGET $12,145.00 TOTAL BUDGET . $45,500.00 This is an estimate of the time and budget needed for the described tasks. The City of Arcadia will not be billed for unnecessary work or for work completed in less time than estimated. The noted mileage and photowork costs are included in the above estimated budget, as well as the noted number of public hearings. Should additional tasks, analyses, subconsultant technical studies, reproduction or hearings/meetings be required beyond this scope of work, it shall be deemed "extra" and billable above the estimated budget through prior approval by City of Arcadia. C-4 The Planning Consortium The Planning Consortium will bill the City directly for professional services as follows: Retainer(25%) $11,375.00 Design Evaluation and Preparation of Draft EIR (50%) 22,750.00 Conclusion_of public hearings/Final.EIR. 11 375_00_ TOTAL BUDGET $45,500.00 • C-5 The Planning Consortium THE ØLANNIN CONSORTIUM LAND PLANNING®ENVIRONMENTAL STUDIES April 13, 2001 Mr.James M. Kasama Associate Planner Development Services Department Community Development Division City of Arcadia 240 West Huntington Drive Arcadia, California 91007 Re: Exemption from Workers' Compensation and Employer's Liability (Highland Oaks Specific Plan EIR) Dear Mr.Kasama: • As per your request, the following is statement why The Planning Consortium is exempt from carrying Workers' Compensation and Employer's Liability insurance. The Planning Consortium is an unincorporated partnership between John Bitterly and W. Dean Brown. We are the sole proprietors and members of the firm. We do contract with a consultant, Amy Nowak, for occasional graphic, clerical and organizational services on a project-by-project basis. Ms. Nowak also provides these services of other firms besides ours and is not an employee as defined by the Labor Code of the State of California. Due to a lack of employees, The Planning Consortium is not required to carry Workers' Compensation and Employer's Liability insurance. Should you have any questions,please call me at(714) 569-0616. Sincerely, , 0 -)f-d)--Min hn Bitterly Project Manager 1 1 1 1 Town and Country Road •Suite 37 • Orange, CA 92868 • 714 569 • 0616 Certificate of Insurance • 1 of 1 #29633 Agency Name and Address: THIS CERTIFICATE IS ISSUED AS A MATTER OF Professional Practice Insurance Brokers, Inc. INFORMATION ONLY AND CONFERS NO RIGHTS UPON 2244 West Coast Highway, Suite 200 THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES Newport Beach, CA 92663 NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED THE POLICIES LISTED BELOW. Insureds Name and Address: Companies Affordin Policies: The Planning Consortium.._. . A.American Motorists Insurance L�ompany .. ... 1111 Town&Country Road, #37 e:Lloyd's of London Orange, CA 92868 C• D. E. F. COVERAGES:THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH POLICIES. TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE • POLICY LIMITS A GENERAL LIABILITY 7RS66044301 02/11/01 02/11/02 General Aggregate: $2,000,000 © Commercial General Liability Products-Com/Ops ❑ Claims Made Aggregate: $2,000,000 ® Occurrence Personal and Adv.Injury:$1,000,000 ❑ Owner's and Contractors Each Occurrence: $1,000,000 Protective ❑ Fire Dmg.(any one fire): $300,000 A AUTO LIABILITY 7RS66044301 02/11/01 02/11/02 Combined Single Limit: $1,000,000 ❑ Any Automobile ❑ All Owned Autos Bodily Injury/person: $0 ❑ Scheduled Autos Bodily Injury/accident: $0 © Property Damage: $0 Hired Autos © Non-owned Autos ❑ Garage Liability EXCESS LIABILITY ❑ Umbrella Form Each Occurrence: ❑ Other than Umbrella Form Aggregate: WORKERS' Statutory Limits COMPENSATION Each Accident: AND EMPLOYER'S LIABILITY Disease/Policy Limit: Disease/Employee: $ PROFESSIONAL APA106 10/13/99 10/13/02 Per Claim $1,000,000 LIABILITY* Aggregate $1,000,000 $0 Description of Operations/Locations/Vehicles/Restrictions/Special items: RE:THE CITY OF ARCADIA PROJECT. GENERAL LIABILITY ONLY:ADDITIONAL INSURED ENDORSEMENT ATTACHED. *Written at aggregate limits of liability not less than amount shown. Certificate Holder: THE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED. City of Arcadia CANCELLATION: 240 W. Huntington Drive SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY,ITS AGENTS OR REPRESENTATIVES WILL MAIL 30 Arcadia, CA 91066 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,EXCEPT IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE 10 DAYS NOTICE WILL BE GIVEN. Authorized Representative: Ojatu 04/16/01 cc: 4 ` KEMPER PREMIER E ORSEMENT FOR ARCHITECTURE ANt ciiJGINEERING FIRMS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: 1. THE FOLLOWING IS ADDED TO THE BUSINESS OWNERS LIABILITY COVERAGE FORM, BP 71 08: ADDITIONAL INSURED -- BY CONTRACT,AGREEMENT OR PERMIT City of Arcadia, its Directors, Officials, Officers, Employees, Agents and Designated Volunteers Item 5.of Section C.—WHO IS AN INSURED, is deleted and replaced by the following: Any person or organization (named above)to whom or to which you are obligated by virtue of a written contract, agreement or permit to provide such insurance as afforded by this policy is an insured,but only with respect to liability arising out of: a. "Your work"for that insured by you, including work or operations performed on your behalf for that insured; b. Permits issued by state or political subdivision for operations performed by you;or c. Premises you own, rent,occupy or use. This provision does not apply unless the written contract or agreement has been executed,or the permit has been issued, prior to the"bodily.injury," "property damage,""personal injury"or"advertising injury." This provision does not apply to any person or organization included as an insured under Additional Insured—Vendors. This insurance is primary and is not additional to or contributing with any other insurance carried by or for the benefit of Additional Insureds. 2. Separation of Insureds: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured;and b. Separately to each insured against whom claim is made or"suit"is brought. Nothing herein contained shall vary, alter or extend any provision or condition of the Policy other than as above stated. NAMED INSURED: The Planning Consortium POLICY NO: 7RS 660443-01 AMERICAN MOTORIST INSU-ANCE COMPANY 44-VVI 1 0 Authori ed Signature: Karen Castro ISSUED: 04/16/01 Notice of Cancellation 1. If we cancel this policy for any reason other than non-payment of premium,we will mail written notice at least 30 days before the effective date of cancellation to the Additional Insureds on file with the Company. 2. If we cancel this policy for non-payment of premium,we will mail written notice at least 10 days before the effective date of cancellation to the Additional Insureds on file with the Company.