HomeMy WebLinkAboutCHAMBERS GROUP, INC.a,4 wry Or ,3unru Hnu
-,� Clerk of the Council
AGREEMENT TERMINATION FORM
Please complete this form in its entirety when the attached agreement and all
amendments (if any) are no longer in effect.
Note: If your agreement is grant related, please ensure that all grant retention requirements
have been satisfied prior to signing the termination form.
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Return form to the Clerk of the Council Office (M-30).
Call 647-1520 if you have any questions.
The agreement with
COTC Office Use Only
City of Santa Ana
JUN 2 3 W1
Clerk of the Council
No. N-2019-050 was completed on, ig ,?-C% and final payment has been made.
(List all amendments. Use space below if needed.) f Ck
Department:
Phone/Ext.:
N-2019-050-01
Signature:
Date:
Revised. 10-1 B-16
JNTrURANC;E NOT ON FILE
WORK "rviAY N T PROCEED
CLERK OF COUNCIL
DATEMAP 1 1 2019
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THIS AGREEMENT is made and entered into this 19th day of February, 2019 by and between
Chambers Group, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing tinder the Constitution and laws of the State of California
("city").
N-2019-050
AGREEMENT TO PROVIDE ENVIRONMENTAL CONSULTANT SERVICES
RECITALS
A. The City previously entered into Agreement No. A-2013-007 with Consultant,
dated January 7, 2013, for the provision of environmental consultant services.
These services included the preparation of the Lincoln/Fairhaven Access Trail
Addendum to the Santa Ana Second Main Track Project Final Environmental
Impact Report.
B. Agreement No. A-2013-007 has expired, and now the City wishes to enter into a
new Agreement with Consultant to revise and update the above -referenced
Addendum.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably
be expected from a professional contracting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows;
1. SCOPE OF SERVICES
Consultant shall perform the services that are described in Consultant's proposal that is
attached as Exhibit A.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
under this Agreement, the rates and charges identified in Exhibit A. The total
annual sum to be expended under the term of this Agreement, including any
extension periods, shall not exceed $25,000.
b. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work which fails to meet the standards of
performance set forth in the Recitals and Scope of Work, which may reasonably be
expected by City.
Page 1 of 8
3. TERM
This Agreement shall commence on the date first written above and terminate on February
18, 2020, unless terminated earlier in accordance with Section 17, below. The term of this
Agreement may be extended for a 1-year period upon a writing executed by the City Manager and
City Attorney.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to
fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONSULTANT
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are.the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
6. ONVNERS14M OF MATERIALS
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 worris 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 subConsultants to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subConsultant 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 provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
Page 2 of 8
7. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain
and shall require its subConsultants, if any, to obtain and maintain insurance as described below:
a, Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents,
volunteers and representatives as additional insured(s) and shall include, but not be
limited to protection against claims arising from bodily and personal injury,
including death resulting therefrom and damage to property, resulting from any, act
or occurrence arising out of Consultant's operations in the performance of this
Agreement, including, without limitation, acts involving vehicles. The amounts of
insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property
damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and representatives as additional insured(s); (b) be primary with respect
to insurance or self-insurance programs maintained by the City; and (c) contain
standard separation of insureds provisions.
n. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include
coverage for owned, hired and non -owned automobiles,
c. Worker's Compensation Insurance. In accordance with the California Labor Code,
Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance, ,. Prior to
commencing the performance of the work under this Agreement, Consultant agrees
to obtain and maintain any employer's liability insurance with limits not less than
$1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved by the City.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect, by
Consultant, without thirty (30) days prior written notice to the City.
Page 3 of 8
(iv) Consultant shall supply City with a fully executed additional insured
endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination, Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the
City.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, consultants, special counsel, and representatives from liability: (1) forpersonal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the
operations of the Consultant or its subConsultants, agents, employees, or other persons acting on
their behalf which relates to the services described in section I of this Agreement; and (2) from
any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
fees and costs for special counsel to be selected by the City, regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement. City may make all reasonable
decisions with respect to its representation in any legal proceeding. Notwithstanding the
foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above
indemnity shall be limited, to the extent requiredby Civil Code Section 2782.8, to claims that arise
of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
?. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Consultant to the City pursuant to this Agreement.
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
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the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
11. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care, "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by Consultant without reference to information disclosed by the City.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other tele,;:aphic commimication in
the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Page 5 of 8
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, CA 92702
Fax 714-647-5635
To Consultant: Chambers Group, Inc.
9620 Chesapeake Drive, Suite 202
San Diego, CA 92123
Attn: Thomas Strand
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
timeframes, weekends, federal, state, County or City holidays shall be excluded,
14, EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral
or written, between the parties In the event of a conflict between the terms of this Agreement and
any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be
modified except by written instrument signed by the City and by an authorized representative of
Consultant. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not
bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein.
15. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services which are the subject to this
Agreement performed by City personnel or by other Consultants retained by City.
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16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the Citys use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
18, NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed; relation, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities or in connection with any activities under this Agreement,
Consultant affirms that it is an equal opportunity employer and shall comply with all applicable
federal, state and local laws and regulations.
19. JURISDICTION -VENUE
This Agreement has bccn cxccutcd and dclivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
20. PROI+ESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Page 7 of 8
Santa .Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
21. MI$CELLANFOUS PROVISIONS
a, Each undersigned represents and warrants that Its signature heroin below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and.
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn,
b. All exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
A
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o
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
.By,
City Attorney
FOR APPROVAL
Agency
CITY OF SANTA ANA
STEVEN A. MENDOZA
Acting City Manager
Title: Q p 0
Page 8 of 8
Lincoln/Fairhaven Access Trail Addendum Project
City of Santa Ana
EXHIBIT A
Gilbert Castillo
City of Santa Ana
Public Works Agency
20 Civic Center Plaza
Santa Ana, CA 92701
February S, 2019
Subject: LINCOLN/FAIRHAVEN ACCESS TRAIL ADDENDUM TO THE SANTA ANA SECOND MAIN TRACK PROJECT FINAL
ENVIRONMENTAL IMPACT REPORT
Gilbert Castillo,
Chambers Group is pleased to provide this scope and cost for revisions to the previously prepared Lincoln/Fairhaven
Access Trail Addendum to the Santa Ana Second Main Track Project Final Environmental Impact Report (2013),
At the request of the City of Santa Ana (City), we have provided a scope and cost for revisions to the previously prepared
Addendum.
Scope of Work
Chambers Group can commence work on this project as soon as we receive written notice to proceed. We will
accomplish the scope of work as described below.
Task I: Revise Project Description
As described in Section 1.0 of the Santa Ana Second Main Track Project Final Environmental Impact Report (2009), the
Second Main Track project improved a 1.8-mile segment of the railroad owned by Orange County Transit Authority and
operated by South Costa Regional Rail Authority. The Second Main Track project included improvements to stations
and the existing track to improve operations for passenger and freight service.
Revised Project Description (2013)
The proposed project would construct a pedestrian/bicycle pathway consisting of decomposed granite along the west
side of the existing railroad to restore pedestrian and bicycle access between Lincoln and Fairhaven avenues.
Construction of the proposed project would include a connection point with the existing pedestrian/bicycle pathway
on the east side of the railroad. This connection point would also consist of decomposed granite and would be located
beneath the railroad bridge located at the northern end of the project site. The new pedestrian/blcycle pathway would
also provide access to Santiago Park and the Santiago Creek Bike Trail located north of the project site.
The new pedestrian/bicycle pathway would be separated from residents west of the project site by a privacy wall. The
proposed project would replace the existing privacy wall that varies in height and design with a new 8-foot high privacy
wall with a consistent design. The existing privacy wall is located on the properties of the residential units abutting the
railroad. The City would obtain right of entry permits for demolition of the existing privacy wall and construction of the
new privacy wall. The new pedestrian/bicycle pathway would be separated from the railroad by a welded wire mesh
fence. The southern portion of the project site would provide passive recreation opportunities through the introduction
of park benches, park entry signage, and a patterned concrete entrance walkway. Landscaping features such as poplar
and sycamore trees, shallow -rooted trees, shrubs, and grass would be planted along the entire length of the project
site. The proposed project would Include safety lighting.
Further Revision (2019)
CHAMBERS
/pl` GROUP 63121 www_chambersgroupinc.com
Lincoln/Fairhaven Access Trail Addendum Project
City of Santa Ana
GROUP
The update to the Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second Main Track Project Final
Environmental Impact Report (2013) will include the following revisions to the Project Description:
• The City will not replace any walls along the residential side but will design the pathway to keep the existing walls
to have a minimum 6-foot height clearance from the pathways finished surface up to the top of the existing walls.
• The City will construct 6-foot tall welded wire mesh fence with vines along the pathways on both sides.
Task 2: Draft Addendum
Chambers Group will revise the previously prepared Lincoln/Fairhaven Access Trail Addendum to the Santa Ana Second
Main Track Project Final Environmental Impact Report (2013). Revisions to the Addendum will include updates to the
analysis, as necessary, to Incorporate the revised Project Description, Additionally, Chambers Group will revise the
Addendum to include the updated Appendix G of the CECtA Guidelines. Updates to Appendix G include, but are not
limited to, the addition of Energy and Wildfire as individual impact areas, major revisions to the transportation impact
area, minor revisions to geology and soils, hydrology and water quality, biological resources, and cultural resources,
and the movement of paleontological resources from cultural resources to geology and soils impact area.
Task 3: Final Addendum
Chambers Group will revise the Draft Addendum following receipt of one set of integrated comments on the Draft
Addendum from the City. Per the direction of the City, if an addendum is deemed as the appropriate CEQA document,
Chambers Group will prepare an Addendum Summary that highlights the proposed project components, brief
discussion on impacts to resource areas, and proposed mitigation measures.
Deliverables: One (1) electronic PDF copy of the Final Addendum; three (3) hard copies and one (1) CD containing an
electronic PDF copy of the Final Addendum for City use if requested.
Schedule
Chambers Group will prepare a Draft Addendum for City review within three weeks of notice to proceed. Chambers
Group will revise the Draft Addendum and produce a Final Addendum within two weeks of receipt of comments from
the City.
Cost
Task 1: Revise Project Description $800.00
Task 2: Draft Addendum $2,600.00
Task 3: Final Addendum $1,600.00
Total $5,000.00
Authorization
If the City of Santa Ana elects to use a purchase order or other document to commence the services or for billing or
accounting purposes, Chambers Group will refer to such document by number in its correspondences, invoices, and
work products; however, Chambers Group's Terms and Conditions will prevail over any such document, and only
Chambers Group's Terms and Conditions shall apply with respect to the services, superseded by a definitively written
contract when executed by the parties.
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= t CHAMBERS
/p�` GROUP 631z1 www.CIIamhersyrOupinC.COm
Lincoln/Fairhaven Access Trail Addendum Project
City of Santa Ana VCHAMBERS
GROUP
This scope of work will be performed under Chambers Group's General Terms and Conditions. If this scope of work and
cost meet with your satisfaction, please execute this letter and return it to Chambers Group as our authorization to
begin work. The schedule and cost quoted herein are valid for 30 days.
Thank you for the opportunity to provide this proposal, and we look forward to having the opportunity to continue
working with you.
Thomas Strand will be the Project Manager and Primary Point of Contact. If you have any questions or require
additional information regarding this scope of work and cost estimate, please contact Thomas directly. His
Information is as follows:
Thomas Strand, Project Manager
9620 Chesapeake Drive, Suite 202
San Diego, CA 92123
858.541.2800 x7105
tstrand@chambersgroupinc.com
Sincerely, Authorized By:
CHAMBERS GROUP, INC. City of Santa Ana
Corinne Lytle Bonine, PMP
Managing Environmental Planner, Signature
Senlor Project Manager
Date
CHAMBERS A-3
/lh� GROUP G3121 www.chambersGroupinc, cam