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HomeMy WebLinkAboutChambers Group, Inc.-2007-04 l7IL.- ' I r t CITY OF GRAND TERRACE-CHAMBERS CROUP,INC. PROFESSIONAL SERVICES AGREEMENT • This Professional Services Agreement(Contract) CLIENT only to the extent of the amount in is entered into effective March 8, 2007 by and dispute. between the City of Grand Terrace, ("CLIENT") and CHAMBERS GROUP, INC. 4.0 Work Authorizations: Authorizations for ("CONTRACTOR") (the "parties"). This work may be ordered only by the CLIENT Subcontract is intended to facilitate the project manager, in writing, by letter or fax performance of work ("Work") by referencing this Subcontract and the applicable CONTRACTOR. This contract establishes the Scope of Work. CONTRACTOR is not held terms and conditions under which contracted responsible for any work not agreed upon by Work is to be carried out. both parties and any attempts by the CLIENT to obtain such work is considered a breach of this 1.0 Scope of Work: CONTRACTOR shall contract. perform Work in accordance with this Agreement and the Scope of Work presented in 5.0 Performance of Work Standards: Attachment A, dated November 7, 2006 and CONTRACTOR shall perform Work in augmented on February 23,2007 as it pertains to accordance with the standards of care customary the preparation of exhibits for the General Plan in the industry and in strict accordance with the Update. agreed upon Scope(s) of Work. In the event that CONTRACTOR's Work fails to meet the above 2.0 Scheduling: CONTRACTOR standard and CLIENT notifies CONTRACTOR acknowledges that the schedule in the Scope of of such failure, CONTRACTOR shall re-perform Work is essential to CLIENT and that time is of its Work and correct any damage, which may the essence in the performance of this have resulted from its defective services. Subcontract. CONTRACTOR shall commence WORK on the date specified in the Scope of 6.0 Indemnity: CONTRACTOR agrees to Work and shall carry out the WORK release, defend, indemnify and hold harmless expeditiously. CONTRACTOR shall notify from any claims, demands, suits, subrogation, CLIENT immediately of any delay in meeting the liens, claims of liens, claims for taxes payable by schedule in the Scope of Work. Said Schedule is CONTRACTOR; causes of action, loss,expense, also provided in Attachment A, dated November or liability of any nature whatsoever, including, 7,2006. without limit, bodily injury, disease, personal injury, or death of any person and damage to or 3.0 Compensation: CONTRACTOR agrees to loss of property of any person or entity promptly submit all invoices for payment. (including, without limitation, reasonable Invoices will be submitted to CLIENT by the attorneys', experts' fees, laboratory and litigation 20'" of the month. Compensation for Work shall costs)("Claims")arising directly or indirectly out be based upon the rates specified in the Scope of of the acts or omissions of the CONTRACTOR, Work, which shall be updated annually for the his agents, employees, subcontractors, suppliers term of this contract. Compensation for the and representatives Scope of Work specified in Attachment A, dated November 7, 2006 and augmented on February Anything herein to the contrary notwithstanding, 23, 2007 is $93,405.34. If CONTRACTOR is in and regardless of the generality of the foregoing, compliance with this contract, CLIENT agrees to CONTRACTOR shall release, defend, indemnify pay CONTRACTOR within thirty working days and hold CLIENT harmless from and against any from receipt of CONTRACTORS invoice. and all liability which may arise as a result of Payment received after 30 days will be subject to bodily or personal injury or death of 15% per annum late charge. CLIENT shall have CONTRACTOR's employees. the right to withhold payment if CONTRACTOR is in default or has not honored its obligations to Page 1 of 4 CGI Prof Sery Sub MSA(02/07) 7.0 Insurance: CONTRACTOR shall provide CLIENT Certificates of insurance evidencing 10.0 Publications: CONTRACTOR shall coverage in amounts as follows: neither publish nor publicly disseminate any information or data derived or obtained from or a.Worker's Compensation: As required obtained in connection with any Work hereunder, by the laws of the jurisdiction in which except with the prior written consent of CLIENT. Work is to be performed. b. General Liability: Comprehensive 11.0 Ownership of Records: The transfer of public liability on an occurrence basis ownership of records,documents,plans,and covering bodily injury and property other project related material will take place after damage including the hazards of: the invoices are paid in full. Until then,the (1)premises and operations, (2) documents etc.remain the property Owner's and Contractor's protective; (3) CONTRACTOR. CONTRACTOR shall be blanket contractual, (4) personal injury entitled to maintain file copies,subject to (employee and contractual exclusions CONTRACTOR confidentiality agreement. deleted), (5) broad form property CLIENT shall not,except with damage, (6) products - completed CONTRACTORS'prior written consent,utilize operations, with a limit of not less than the same on other projects. Inventions or $1,000,000 per occurrence, $2,000,000 software conceived or developed by employees annual aggregate. of CONTRACTOR in the course of the Services shall belong exclusively to CONTRACTOR. c.Vehicle Liability: Owned, hired, and non-owned vehicles with limits not less 12.0 Reserved than $1,000,000 combined single limit. 13.0 Termination: This contract may be d. Unless the applicable Scope of Work terminated by CLIENT,with or without cause, at provides otherwise, CONTRACTOR any time In the event of termination without shall also supply cause, in full discharge of any obligations to CONTRACTOR in respect to this contract, Professional Errors and Omissions CLIENT shall pay for costs and noncancellable Insurance with a limit of at least commitments incurred prior to the effective date $1,000,000 per claim. of the termination. It is agreed that in the event of any proceedings, voluntary or involuntary, in 8.0 Acceptability and Evidence of Insurance: bankmptcy or insolvency, by or against CONTRACTOR shall have its liability insurance CONTRACTOR,including any reorganization or carriers name CLIENT as Additional Insureds on arrangement proceeding, or in the event of the its liability policies. The insurance afforded to appointment, with or without CONTRACTOR'S the Additional Insureds shall be primary consent of an assignment for the benefit of insurance. If an Additional Insured has other creditors or of a receiver; or if CONTRACTOR insurance, which is applicable to the loss on an is unable to supply sufficient capable workers or excess or contingent basis, the amount of the appropriate materials or equipment to execute CONTRACTOR'S insurers liability shall not be WORK; or if CONTRACTOR defaults in reduced by the existence of such other insurance. performance of any obligation under this Subcontract and fails to correct such default 9.0 Independent Contractor: within twenty-five (25) working days following CONTRACTOR is an independent contractor written notice thereof from CLIENT, CLIENT and as such shall be subject to and operate under may, without regard to any other rights or all applicable federal and state laws regarding remedies of CLIENT, withhold disputed employer's liability, Worker's Compensation, payments to CONTRACTOR, terminate federal Social Security, and unemployment CONTRACTOR's rights to continue performance compensation insurance. CONTRACTOR of WORK for default by written notice expressly agrees that employees of specifying the date of termination, and take CONTRACTOR engaged in the performance of possession of all WORK and any or all of Work hereunder are not, nor shall they be, CONTRACTOR's materials (whether delivered treated or considered employees of CLIENT. or on order), tools and equipment at the jobsite Page 2 of 4 CGI Prof Sery Sub MSA(02/07) and finish WORK by whatever means CLIENT 18.0 Reserved elects. 19.0 Severability: If any provision of this The Parties specifically agree, however, that Agreement is finally determined to be contrary CONTRACTOR's violation of any to, prohibited by, or invalid under applicable Environmental Requirement or any requirement laws or regulations, such provision will be relating to health or safety shall not be subject to renegotiated so as to give effect to the intent of CONTRACTOR's twenty-five (25) working day the parties to the maximum possible extent. Such cure right, and that, in the event of any such determination and renegotiation shall not affect violation, CLIENT may terminate this or invalidate the remaining provisions of this Subcontract in whole or in part for default Agreement except, as modifications may be immediately upon notice to CONTRACTOR. required for consistency with renegotiated terms. In the event of termination for default, 20.0 Governing Law: This Contract shall be CONTRACTOR shall be and remain liable to governed by the laws of the State of California. CLIENT for any and all damages of any nature, Any arbitration or litigation arising from this which were occasioned by the default. Subcontract shall take place in Orange County, California. 14.0 Assignment of Subcontracts: In the event of termination for any reason, CONTRACTOR 21.0 Attorneys' Fees: In the event of any agrees to assign all of its subcontracts to action, including, without limit, arbitration or CLIENT. litigation, to enforce any provision of this Contract, the prevailing party shall be entitled to 15.0 Entire Contract: This contract and the recover from the other such attorneys' fees and Scope of Work constitute the entire agreement costs as may be reasonably incurred, including between the Parties respecting the subject matter the costs of reasonable investigation, preparation of this Subcontract and supersede all prior and professional or expert consultation incurred representations, understandings and agreements, by reason of such action. whether oral or in writing, between the Parties respecting the subject matter of this Subcontract. 22. Waiver of Covenants, Conditions or This Subcontract and the Scope of Work may be Remedies: The waiver by one Party of the modified only by subsequent written performance of any covenant or condition under modifications mutually agreeable to both parties. this Contract shall not invalidate this Contract If CLIENT elects to utilize order form, nor shall it be considered a waiver by it of any confirmation or other form as a convenience, for other covenant or condition under this Contract. billing purposes or in accordance with its customary practice,CONTRACTOR will refer to IN WITNESS WHEREOF, the Parties the same in invoices or correspondence, with the have caused this Contract to be executed as of understanding that this Subcontract supersedes the day and year first above written. all inconsistent terms. CITY OF GRAND TERRACE 16.0 Reserved. By(Signature) ✓�RGI 17.0 Dispute Resolution: This Dispute Resolution provision applies to all claims, (Print Name) rite n At, _C cNt.-M2 disputes, controversies, and cause of action of any nature, whether based on contract, tort, Title: C /T7 /1-7,9Wdat7-. statute or other legal theory ("Claims") arising out of or related to this Agreement,or the breach Date: 3-8-07 thereof, to the exclusion of all other formal or informal forms of dispute resolution. Any Claim shall be settled by binding arbitration in CHAMBERS GROUP,INC. accordance with the Fast Track Construction Arbitration Rules of the AAA. Page 3 of 4 CGI Prof Sery Sub MSA(02/07) By(Signature) (Print Name) James M.Smithwick,Ph.D. Title: Director of Environmental Planning Date: March 8.2007 Page 4 of 4 CGI Prof Sery Sub MSA(02/07)