HomeMy WebLinkAboutChambers Group, Inc.-2007-04 (3) R,(-rh c N'rotvg-t- 3 1
PROFESSIONAL CONSULTANT SERVICES AGREEMENT rt /
Chambers Group, Inc.
Preparation of the Grand Terrace General Plan Update/Redevelopment Plan Amendment
Environmental Impact Report
THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is
made and entered into this 9�hday of December, 2008, ("Effective Date") by and between
the CITY OF GRAND TERRACE ("City"), a public entity, and Chambers Group, Inc.,
("Consultant").
1. Scope of Services. City agrees to retain and does hereby retain Consultant and
Consultant agrees to provide the services more particularly described in Exhibit "A", "Scope of
Services, Project Schedule, and Fees", attached hereto and incorporated herein by reference, in
conjunction with Preparation of the Grand Terrace General Plan Update/Redevelopment Plan
Amendment Environmental Impact Report("Project").
2. Term. This Agreement shall be effective on the date first written above unless
otherwise provided in Exhibit "A" and the Agreement shall remain in effect until December 31,
2009, unless otherwise terminated pursuant to the provisions herein.
3. Compensation/Payment. Consultant shall perform Services and r this
Agreement for the total sum not to exceed Fifty-Eight Thousand Doll rs($ 58,000.00 able in
accordance with the terms set forth in Exhibit "A". Said payment s in accordance
with City's usual accounting procedures upon receipt and approval of an itemized invoice setting
forth the services performed. The invoices shall be delivered to City at the address set forth in
Section 4 hereof.
4. Notices. Any notices required to be given hereunder shall be in writing and shall be
personally served or given by mail. Any notice given by mail shall be deemed given when
deposited in the United States Mail, certified and postage prepaid, addressed to the party to be
served as follows:
To City: To Consultant:
The City of Grand Terrace Chambers Group, Inc
Attn: Joyce Powers 17671 Cowan Avenue, Suite 100
22795 Barton Road Irvine, California 92614
Grand Terrace, California 92313
5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay
the general prevailing wage rates of per diem wages and overtime and holiday wages determined
by the Director of the Department of Industrial Relations under Section 1720 et seq. of the
California Labor Code and implemented the City Council of the City of Grand Terrace. The
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Director's determination is on file and open to inspection in the office of the City Clerk and is
referred to and made a part hereof, the wage rates therein ascertained, determined, and specified
are referred to and made a part hereof as though fully set forth herein.
6. Contract Administration. A designee of the City will be appointed to administer
this Agreement on behalf of the City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultant shall exercise
the reasonable professional care and skill customarily exercised by reputable members of
Consultant's profession practicing in the Metropolitan Southern California Area, and shall use
reasonable diligence and best judgment while exercising its professional skill and expertise.
8. Personnel. Consultant shall furnish all personnel necessary to perform the Services
and shall be responsible for their performance and compensation. Consultant recognizes that the
qualifications and experience of the personnel to be used are vital to professional and timely
completion of the Services. The key personnel listed in Exhibit "B" attached hereto and
incorporated herein by this reference and assigned to perform portions of the Services shall
remain assigned through completion of the Services, unless otherwise mutually agreed by the
parties in writing, or caused by hardship or resignation in which case substitutes shall be subject
to City approval.
9. Assignment and Subcontracting. Neither party shall transfer any right, interest, or
obligation in or under this Agreement to any other entity without prior written consent of the
other party. In any event, no assignment shall be made unless the assignee expressly assumes the
obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant
shall not subcontract any portion of the work required by this Agreement without prior written
approval by the responsible City's Contract Administrator. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement, including without
limitation, the insurance obligations set forth in Section 12. Consultant acknowledges that any
transfer of rights may require City Manager and/or City Council approval.
10. Independent Contractor. In the performance of this Agreement, Consultant, and
Consultant's employees, subcontractors and agents, shall act in an independent capacity as
independent contractors, and not as officers or employees of the City of Grand Terrace.
Consultant acknowledges and agrees that City has no obligation to pay or withhold state or
federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or
to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor,
shall be responsible for any and all taxes that apply to Consultant as an employer.
11. Indemnification.
11.1 Indemnity. Except as to the sole negligence or willful misconduct of the City,
Consultant shall defend, indemnify and hold the City, and its officers, employees and agents,
harmless from any and all loss, damage, claim for damage, liability, expense or cost, including
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attorneys' fees, which arises out of or is in any way connected with the performance of work
under this Agreement by Consultant or any of the Consultant's employees, agents or
subcontractors and from all claims by Consultant's employees, subcontractors and agents for
compensation for services rendered to Consultant in the performance of this Agreement,
notwithstanding that the City and/or City may have benefitted from their services. This
indemnification provision shall apply to any acts or omissions, willful misconduct or negligent
conduct, whether active or passive, on the part of Consultant or of Consultant's employees,
subcontractors or agents.
11.2 Attorney's Fees. The parties expressly agree that any payment, attorneys' fees,
costs or expense that the City incurs or makes to or on behalf of an injured employee under the
City's self-administered workers' compensation is included as a loss, expense or cost for the
purposes of this Section, and that this Section shall survive the expiration or early termination of
the Agreement.
12. Insurance.
12.1 General Provisions. Prior to the City's execution of this Agreement, Consultant
shall provide satisfactory evidence of, and shall thereafter maintain during the term of this
Agreement, such insurance policies and coverages in the types, limits, forms and ratings required
herein. The rating and required insurance policies and coverages may be modified in writing by
the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited
by law.
12.1.1 Limitations. These minimum amounts of coverage shall not constitute any
limitation or cap on Consultant's indemnification obligations under Section II hereof.
12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or
subcontractors as required by this Agreement shall be deemed inadequate and a material breach
of this Agreement, unless such policy or coverage is issued by insurance companies authorized
to transact insurance business in the State of California with a policy holder's rating of B+ or
higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior
written notification of intended cancellation has been given to City by certified or registered
mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employees and agents make no representation
that the types or limits of insurance specified to be carried by Consultant pursuant to this
Agreement are adequate to protect Consultant. If Consultant believes that any required insurance
coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant
deems adequate, at Consultant's sole expense.
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12.2 Workers' Compensation Insurance: By executing this Agreement, Consultant
certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the
State of California requiring every employer to be insured against liability for workers'
compensation, or to undertake self-insurance before commencing any of the work. Consultant
shall carry the insurance or provide for self-insurance required by California law to protect said
Consultant from claims under the Workers' Compensation Act. Prior to City's execution of this
Agreement, Consultant shall file with City either(1) a certificate of insurance showing that such
insurance is in effect, or that Consultant is self-insured for such coverage, or (2) a certified
statement that Consultant has no employees, and acknowledging that if Consultant does employ
any person, the necessary certificate of insurance will immediately be filed with City. Any
certificate filed with City shall provide that City will be given ten (10) days prior written notice
before modification or cancellation thereof.
12.3 Commercial General Liability and Automobile Insurance. Prior to City's
execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the
term of this Agreement, commercial general liability insurance and automobile liability
insurance as required to insure Consultant against damages for personal injury, including
accidental death, as well as from claims for property damage, which may arise from or which
may concern operations by anyone directly or indirectly employed by, connected with, or acting
for or on behalf of Consultant. The City, and its officers, employees and agents, shall be named
as additional insureds under the Consultant's insurance policies.
12.3.1 Consultant's commercial general liability insurance policy shall cover both bodily
injury (including death) and property damage (including, but not limited to, premises operations
liability, products-completed operations liability, independent Consultant's liability, personal
injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence
and a general aggregate limit in the amount of not less than$2,000,000.
12.3.2 Consultant's automobile liability policy shall cover both bodily injury and
property damage in an amount not less than $500,000 per occurrence and an aggregate limit of
not less than $1,000,000. All of Consultant's automobile and/or commercial general liability
insurance policies shall cover all vehicles used in connection with Consultant's performance of
this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles,
Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and
hired vehicles.
12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or
original certificates and additional insured endorsements evidencing the coverage required by
this Agreement, for both commercial general and automobile liability insurance, shall be filed
with the City and shall include the City and its officers, employees and agents, as additional
insureds. Said policies shall be in the usual form of commercial general and automobile liability
insurance policies, but shall include the following provisions:
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It is agreed that the City of Grand Terrace and its officers, employees and agents,
are added as additional insureds under this policy, solely for work done by and on
behalf of the named insured for the City of Grand Terrace.
12.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement,
Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors
and omissions professional liability insurance in the minimum amount of$1,000,000 to protect
the City from claims resulting from the Consultant's activities.
12.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to
carry insurance, in an amount sufficient to cover the risk of injury, damage or loss, that may be
caused by the subcontractors' scope of work and activities provided in furtherance of this
Agreement, including, but without limitation, the following coverages: Workers Compensation,
Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's
request, Consultant shall provide the City with satisfactory evidence that Subcontractors have
obtained insurance policies and coverages required by this section.
13. Business Tax. Consultant understands that the Services performed under this
Agreement constitutes doing business in the City of Grand Terrace, and Consultant agrees that
Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Grand Terrace
Municipal Code and keep such tax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
15. City's Right to Employ Other Consultants. City reserves the right to employ other
Consultants in connection with the Project.
16. Accounting Records. Consultant shall maintain complete and accurate records with
respect to costs 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.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other materials
either created by or provided to Consultant in connection with the performance of this
Agreement shall be held confidential by Consultant, except as otherwise directed by City's
Contract Administrator. Nothing furnished to Consultant which is otherwise known to the
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, website, or other similar medium without the prior written consent
of the City.
18. Ownership of Documents. All reports, maps, drawings and other contract
deliverables prepared under this Agreement by Consultant shall be and remain the property of
City upon City's compensation to Consultant for its services as herein provided. Consultant shall
not release to others information furnished by City without prior express written approval of
City.
19. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in
Exhibit `B", represents and warrants that by the execution of this Agreement, they have no
interest, present or contemplated, in the Project affected by the above-described Services.
Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit `B" have
any real property, business interests or income interests that will be affected by this project or,
alternatively,that Consultant will file with the City an affidavit disclosing any such interest.
20. Solicitation. Consultant warrants that Consultant has not employed or retained any
person or City to solicit or secure this Agreement, nor has it entered into any agreement or
understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure
this Agreement. For breach of this warranty, City shall have the right to terminate this
Agreement without liability and pay Consultant only for the value of work Consultant has
actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise
recover from Consultant the full amount of such commission, percentage, brokerage or
commission fee. The remedies specified in this section shall be in addition to and not in lieu of
those remedies otherwise specified in this Agreement.
21. General Compliance with Laws. Consultant shall keep filly informed of federal,
state and local laws and ordinances and regulations which in any manner affect those employed
by Consultant, or in any way affect the performance of services by Consultant pursuant to this
Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and
regulations, and shall be solely responsible for any failure to comply with all applicable laws,
ordinances and regulations.
22. Amendments. This Agreement may be modified or amended only by a written
Agreement and/or change order executed by the Consultant and City.
23. Termination. City, by notifying Consultant in writing, shall have the right to
terminate any or all of Consultant's services and work covered by this Agreement at any time. In
the event of such termination, Consultant may submit Consultant's final written statement of the
amount of Consultant's services as of the date of such termination based upon the ratio that the
work completed bears to the total work required to make the report complete, subject to the
City's rights under Sections 15 and 24 hereof. In ascertaining the work actually rendered
through the termination date, City shall consider completed work, work in progress and complete
and incomplete reports and other documents only after delivered to City.
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23.1 Other than as stated below, City shall give Consultant thirty (30) days prior written
notice prior to termination.
23.2 City may terminate this Agreement upon fifteen (15) days written notice to
Consultant, in the event:
23.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or
23.2.2 City decides to abandon or postpone the Project.
24. Offsets. Consultant acknowledges and agrees that with respect to any business tax or
penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe
to the City, City reserves the right to withhold and offset said amounts from payments or refunds
or reimbursements owed by City to Consultant. Notice of such withholding and offset shall
promptly be given to Consultant by City in writing. In the event of a dispute as to the amount
owed or whether such amount is owed to the City, City will hold such disputed amount until
either the appropriate appeal process has been completed or until the dispute has been resolved.
25. Successors and Assigns. This Agreement shall be binding upon City and its
successors and assigns, and upon Consultant and its permitted successors and assigns, and shall
not be assigned by Consultant, either in whole or in part, except as otherwise provided in
paragraph 9 of this Agreement.
26. Venue and Attorneys' Fees. Any action at law or in equity brought by either of the
parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall
be tried in a court of competent jurisdiction in the County of San Bernardino, State of California,
and the parties hereby waive all provisions of law providing for a change of venue in such
proceedings to any other county. In the event either party hereto shall bring suit to enforce any
term of this Agreement or to recover any damages for and on account of the breach of any term
or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall
recover all costs thereof, including reasonable attorneys' fees, to be set by the court in such
action.
27. Nondiscrimination. During Consultant's performance of this Agreement, Consultant
shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry,
age, physical disability, mental disability, medical condition, including the medical condition of
Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status,
sex, or sexual orientation, in the selection and retention of employees and subcontractors and the
procurement of materials and equipment, except as provided in Section 12940 of the California
Government Code. Further, Consultant agrees to conform to the requirements of the Americans
with Disabilities Act in the performance of this Agreement.
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28. Severability. Each provision, term, condition, covenant and/or restriction, in whole
and in part, of this Agreement shall be considered severable. In the event any provision, term,
condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared
invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed
from this Agreement and shall not affect any other provision, term, condition, covenant and/or
restriction of this Agreement, and the remainder of the Agreement shall continue in full force and
effect.
29. Authority: The individuals executing this Agreement and the instruments referenced
herein on behalf of Consultant each represent and warrant that they have the legal power, right
and actual authority to bind Consultant to the terms and conditions hereof and thereof.
30. Entire Agreement: This Agreement constitutes the final, complete, and exclusive
statement of the terms of the agreement between the parties pertaining to the subject matter of
this Agreement, and supersedes all prior and contemporaneous understandings or agreements of
the parties. Neither party has been induced to enter into this Agreement by, and neither party is
relying on, any representation or warranty outside those expressly set forth in this Agreement.
31. Interpretation. City and Consultant acknowledge and agree that this Agreement is
the product of mutual arms-length negotiations and accordingly, the rule of construction, which
provides that the ambiguities in a document shall be construed against the drafter of that
document, shall have no application to the interpretation and enforcement of this Agreement.
31.1 Titles and captions are for convenience of reference only and do not define,
describe or limit the scope or the intent of the Agreement or any of its terms. Reference to
section numbers are to sections in the Agreement unless expressly stated otherwise.
31.2 This Agreement shall be governed by and construed in accordance with the laws
of the State of California in effect at the time of the execution of this Agreement.
31.3 In the event of a conflict between the body of this Agreement and Exhibit "A"
hereto, the terms contained in Exhibit"A" shall be controlling.
32. Exhibits. The following exhibit's attached hereto are incorporated herein to this
Agreement by this reference:
Exhibit"A"- Scope of Services, Project Schedule, and Fees
Exhibit"B" - Personnel
IN WITNESS WHEREOF City and Consultant have caused this Agreement to be duly
executed the day and year first above written.
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THE CITY OF GRAND TERRACE,A Public Entity CHAMBERS GROUP, INC.
By. By:
Acting City Manager
Attest:
[Panted Name]
City Clerk (Title]
APPROVED ASTQ FD By'-"
YI K [
City Attorney Prnted Name]
[Title]
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THE CITY OF GRAND TERRACE, CHAMBERS GROUP, INC.
A Public Entity
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By: c�tinz M Byre ,k
Y
Acting City Manager �
�mtc S•iss \t1kW i �\€.
� /� [Printed Name]
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Attest: O�?���-�� �‘27,-._ Cr Q'T•f(l4 11A , ,2 r
ity Clerk /�[JTititle] /
By: u / ,
APPROVED • TO FORM:
Mir,i/nge.,.2. lj2an‘0 iriy
By. L Ste`� [Printed Name] /� � // /q/
City Atto '�% C i t .0P Ali 6 ,a�fi//v ocC C /1IM ft i'S
[Title] U /v1
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EXHIBIT "A"
SCOPE OF SERVICES, PROJECT SCHEDULE, AND FEES
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