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HomeMy WebLinkAboutMichael Brandman Associates-2007-30 .Client Agreement for MBA Projar No. Professional Services g=001P This Agreement is Between City of Grand Terrace("CLIENT")and MICHAEL BRANDMAN ASSOCIATES,a California Corporation,( CONSULTANT")to Prepare an Environmental Impact Report for the Mixed Use Specific Plan Project on 100 acres in the City of Grand Terrace Effective Date: December 11,2007 Base Price:$ 115,000.00 Base Price. The Base Pnce shown above represents the compensation for the performance of the services as specifically shown above or as attached as Exhibit A(Scope of Work)and Exhibit B(Work Products and Schedule).All services will he performed in accordance with the tenns and conditions outlined on both the front and reverse side of this Agreement. Retainer.CLIENT will deliver to CONSULTANT,upon execution of this Agreement and prior to the start of services,a retainer in the amount of S0_This retainer shall be held by CONSULTANT and applied to the final invoice(s)due under this Agreement. Payment for Services.Compensation shall be paid to CONSULTANT as follows:A)Invoices will be submitted by CONSULTANT to CLIENT monthly for services performed and expenses incurred during the prior month.Invoices shall be in CONSULTANT's standard format relating to the type of basic tee agreed upon(expense receipts will not be attached).B)CLIENT shall review invoices promptly upon receipt,and unless notified otherwise in writing,invoice shall be considered approved after ten(10)calendar days.C)Payment for each invoice shall be due within thirty(30)calendar days from the date of invoice. D)If CLIENT fails to pay by the due date,this will create a hardship on CONSULTANT.CONSULTANT reserves the right to stop work,retain materials and charge interest at the legal rate prevailing at the time the services are performed.E) Standard Fees and Charges are subject to automatic increase on October I of each year to accommodate staff annual salary adjustments and cost of hying increases.If CONSULTANT is paid for services rendered to date, CONSULTANT shall protect CLIENT from all liens and slop notices related to the services provided under this Agreement. Termination Upon Completion of Work.This Agreement will terminate upon the earlier of:A)completion and delivery to CLIENT of all work specified in Exhibits A and B to this Agreement by CONSULTANT;or B)unless earlier terminated as set forth in Section 6 of the terms and conditions specified on the reverse side of this fonts. Notice.CONSULTANT shall be deemed duly and properly given notice upon personal delivery or upon four(4)business days following deposit in the U.S. Mail,if sent to CONSULTANT postage prepaid to: Thomas J.McGill.Ph.D. Michael Brandman Associates 621 E.Carnegie Dr.Ste 100 San Bernardino,CA 92408 or personally delivered to CONSULTANT at an alternative address specified to CLIENT in writing by CONSULTANT. CLIENT shall be deemed duly and properly given notice upon personal delivery or upon four(4)business days following deposit in the U.S.Mail,if sent to CLIENT postage prepaid to: Gary Koontz.Community Development Director City of Grand Terrace 22795 Barton Road Grand Terrace,CA 92313-5295 or personally delivered to CLIENT at an alternative address specified to CONSULTANT in writing by CLIENT. Public Relations. CLIENT will endeavor to include the name of CONSULTANT in all project-related press releases and promotional materials and advertisements to which CONSULTANT's services contributed including any onsite project identification signage that typically identifies the project architect,general contractor,and other specialists involved in the development of the project. Agreement Execution.The Agreement must be signed by CLIENT promptly. After thirty(30)calendar days,the unsigned Agreement may be subject to an increase in fees and schedule modification. I.TIME OF PERFORMANCE A.Completion_CONSULTANT will commence work as soon as practical after the date of execution of this Agreement.All services set forth in Exhibit A, SCOPE OF WORK, will be completed as outlined in Exhibit B. WORK PRODUCTS AND SCHEDULE, contingent upon CLIEN 's responsibilities outlined in Section 3.B.Change Orders. If CLIENT requests modification to the SCOPE OF WORK or preparation of additional work products,or if the project is suspended,delayed,or interrupted in all or part of the work,an appropriate extension of time of performance and adjustment of compensation will be mutually agreed upon in writing and incorporated into this Agreement. 2.INDEPENDENT CONTRACTOR CONSULTANT will perform the services hereunder as an independent contractor and will not act as or be construed to be an employee of CLIENT. Michael Brandman Associates O tWPWIN.Clieni PN.M338S{try of Grand Teuare3385 0001 P Covmndoe (11,006) • Terms and Conditions for Professional Services 3.CLIENT RESPONSIBILITIES CLIENT shall: A) Designate in writing, one person to act on CLIENT's behalf B) Provide complete and accurate information on the project and communicate all expectations in a timely manner as to allow for the etlicient flow of the project. C)Arrange for access to the site.D) Review all draft documents submitted by CONSULTANT and provide written comments in a reasonable time.E)Pay all invoices when due. F)Be responsive in all ways to the CONSULTANT. 4.OWNERSHIP OF COPYRIGHTED MATERIALS AND DOCUMENTS All documents,studies,drawings,maps,models,photographs,and reports prepared by CONSULTANT under this Agreement will belong to CLIENT subject to full payment Ibr services performed by CONSULTANT. Both parties hereby agree to defend, indemnify,and hold harmless the other from all claims, damages,and expenses,including reasonable attorneys'fees arising out of any unauthorized changes or reuse of such materials and documents by the other party. 5.LIABILITY AM)INDEMNIFICATION A)CONSULTANT will be responsible,to the level of competency presently maintained by other practicing professionals engaged in the same type of work, and in the same or similar locality as CONSULTANT. CONSULTANT makes no other warranties,expressed or implied,as to the results of any studies, tests,reports,or opinions made pursuant to this Agreement.B)It is understood that any and all professional liability incurred by CONSULTANT throughout the course of rendering professional services on this project will be limited to compensation received by CONSULTANT for all services rendered on the project. C)Both parties to this Agreement will defend, protect, indemnify, and hold harmless the other party, its officers, directors, agents, affiliates. subcontractors,and employees from and against:(I)ail claims,losses,damages,liability,and costs of defense(2)bodily injuries including disease and death, property loss,or damage:and(3)injury to others that arise from the negligent acts,errors or omissions of the other,to the extent that each party is responsible for such damages and losses on comparative basis of fault and responsibility. 6.TERMINATION OF AGREEMENT A)Termination Default.This Agreement may be terminated in writing by giving seven(7)days written notice by either party provided that such notice is delivered by certified mail,return receipt requested. The terminating party shall first give the other party a five(5)day oppotnmity to correct the default prior to such termination.B)In the event this Agreement is terminated by either party,the CONSULTANT will be paid promptly for all services rendered and all expenses incurred prior to termination. 7.HAZARDOUS SUBSTANCES It is understood and agreed that in seeking the professional services of the CONSULTANT under this Agreement,CLIENT does not request CONSULTANT to undertake to perform any services,studies,or tests,or to make any determinations involving hazardous substances,as defined by federal law.Therefore, CONSULTANT undertakes no such obligation hereunder,and CLIENT agrees to hold harmless,indemnify,and defend CONSULTANT from and against any all claims,losses,damages,liability. B.INSURANCE A)Both parties to this Agreement will,during the term of this Agreement,procure and maintain the following:(I)Worker's Compensation Insurance as is required by law or regulation in effect as of the date of execution of this Agreement.(2)General liability coverage in which the minimum policy limit is 91,000,000,combined single limit for both bodily injury and property damage.Upon either party s request,the other party will provide certificates evidencing such insurance,giving the other party thirty(30)days prior written notice of any cancellation of,or material change in.the terms of each such policy_B) CONSULTANT makes no representation that the limits of liability specified to be carried by CLIENT under the terms of this Agreement are adequate to protect CLIENT against CLIENT'S undertaking under this agreement.C)CONSULTANT also agrees to carry Errors&Omissions insurance in the minimum amount of$1,000,000 by a qualified carrier in California,for the tem'of this agreement. 9.MISCELLANEOUS A)Governing Law.This agreement will be construed and governed pursuant to the laws of the State of California B)CONSULTANT will not discriminate against any employee or any applicant for employment because of sex,race/color,national origin/ancestry,citizenship,religion,mental or physical disability, veteran status,medical condition including genetic characteristics,age,marital status,sexual orientation,gender perception or identity,political affiliation, pregnancy, family or medical leave status, orany similar basis prohibited by law,in accordance with all requirements of state and federal low. C)Any controversy or claim arising out of or relating to this Agreement,or a breach of this Agremnent,will be settled by arbitration conducted by one arbitrator who will apply California law in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will commence within thirty(30)days of submittal of the dispute to arbitration.The arbitrator will be selected by the office of the American Arbitration Association.The losing party will pay the prevailing party such reasonable amounts for attorneys' lees, costs, and other expenses as may be allowed by the court or the arbitrator.D)This Agreement contains the entire agreement of the parties and supersedes all prior oral and written agreements,understandings,commitments, and practices between the parties. E)No waiver or any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision hereof IN WITNESS WHEREOF,the duly authorized representatives of the parties hereto have signed in confirmation of this Agreement. CLIENT acceptance and agreement by:by: Executed for MBA by: - I MMA S Sl II rJA4 ^1 1G.VB nice WilePrin Auto Nome hJpr:N re Authorized Signature ,t- r�Sgna(rme City / AA.45eY Regional Manager Tide JJ Title I� - IS) —07 Dale Date Michael Brandman Associates 0O.WPWIMClieor PN-Ra3385-Cny of Grad Tenace\3385,0001 P Contract doe (I 14e06)