MCA-WA CA DESIGN PROFESSIONAL 6-28-18 Page 1
CONSULTANT WORK AGREEMENT
FOR DESIGN SERVICES – CIVIL ENGINEERING
Agreement No.: 25403 Dated: May 26, 2022
Job Number(s): 70220820 Renaissance Phase 3
Rialto Airport
This Work Agreement is issued pursuant to and is hereby made a part of that certain Master Consultant Agreement between the parties identified below as "CLIENT" and "CONSULTANT ", dated May 15, 2015, and numbered M70220SF (the “Master Agreement”). This Work Agreement specifically incorporates herein by reference all the terms and conditions of said Master Agreement as though set forth in full herein. (If the Master Agreement is a Master Consultant Agreement (Short Form) then this Master Agreement includes all of the provisions of the original Master Agreement referred to in such Master Consultant Agreement (Short Form).) All references, if any, in the Master Agreement to “Lewis Operating Corp., a California corporation” shall be amended to read “Lewis Management Corp., a Delaware corporation.” The term “Agreement” whenever used in the Master Agreement or this Work Agreement shall mean the Master Agreement as amended, modified, and supplemented by this Work Agreement.
1. General Information:
(a) CLIENT: LEWIS-HILLWOOD RIALTO COMPANY, LLC,
a Delaware limited liability company
1156 North Mountain Avenue
Upland, California 91786
Telephone: (909) 985-0971
Telecopier:
(b) CONSULTANT: KEC ENGINEERS, INC.,
a California corporation
13201 9th Street
Chino, California 91710
Telephone: (909) 628-6234
Telecopier: (909) 628-7320
(c) VENDOR NUMBER: 276253
(d) OWNER: Lewis-Hillwood Rialto Company, LLC
(e) Project: Tract/Legal:
Name: Renaissance
Location: Rialto Airport
City: Rialto
County: San Bernardino
State: California
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MCA-WA CA DESIGN PROFESSIONAL 6-28-18 Page 2
2. (a) CLIENT’s Authorized Representative is Glen Crosby who can be reached at (909) 985-0971.
(b) CONSULTANT's Authorized Representative is Kavous Emami who can be reached at (909) 628-6234.
3. Scope of Services: The work comprising CONSULTANT's Services shall be as follows:
COMMUNITY FACILITIES DISTRICT (CFD) PROGRAM MANAGEMENT
RENAISSANCE – RIALTO AIRPORT DEMOLITION
RIALTO, CALIFORNA
CONSULTANT shall provide CFD program management services for Project located at North Linden Avenue in Rialto, California, including, but not necessarily limited to , the services described below.
CONSULTANT shall provide the following:
Prepare an engineering site plan depicting the existing buildings with approximate dimensions of the building
footprints to be demolished
Review the Pre -Demolition Survey for Asbesto s, Lead - based paint & Hazardous Building Materials (prepare by
Converse Consultants) in detail and insert the survey
conditions in the demolition bid specifications
Prepare bid documents and bid packages including Special Provisions (Specifications) and advertise Project in
accordance with the State of California Public Contract Code
Coordinate with CLIENT Project Manager and /or a
designated CLIENT staff member.
Publish Project in a court adjudicated paper in
accordance with the California Public Contract Code
Reach out to prospective bidders
Respond to Requests for Information (RFI’s) and Requests for Clarification (RFC’s) during the bid period
Attend and manage pre-bid meeting and job walks
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Coordinate all activities with CLIENT’s Project team
during the bid period
Attend bid opening meeting and conduct the bid opening
Work with CLIENT’s Project Manager to award contracts to the lowest responsive and responsible bidder
Issue “Notice of Award” to the lowest responsive
responsible bidder
Obtain the Department of Industrial Relations ( DIR)
project identification (ID) number
Review bonds, insurance, workers compensation and
contract agreement documents
Issue “Notice to Proceed”
Prepare agenda and attend pre -construction meeting and answer questions
Attend Construction Progress Meetings at the Project
Manager’s Request and on the as needed basis
Coordinate the permit procurements
Track and ensure responses to the Contractor’s RFI ’s during construction
Coordinate and inform Project Manager of all activities, changes, potential conflicts throughout the bidding and construction
Review payroll certificates
Prepare and process contractor’s change orders
Review and process contractor’s monthly billings
Coordinate construction activities w ith CLIENT’s field superintendent
Negotiate and issue all contract change orders
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Perform site visits on an as-need basis
Prepare documentation and record the “Notice of
Completion” (NOC)
Prepare and compile all reimbursable costs
Prepare draw requests
TOTAL FOR THE ABOVE SCOPE OF SERVICES, TIME AND MATERIALS,
PER THE RATES HEREIN,
NOT TO EXCEED.....................................$50,000.00
INVOICE BILLING AND SUBMISSION PROCEDURE GUIDELINES
All Invoices Must Be Submitted Via Email to the Following Email Address:
Email:
[email protected]
PLEASE NOTE:
All invoices received by Mail or Hand Delivered will not be accepted after the date of this document
.
All other correspondence related to contracts, invoicing or work authorizations should be Emailed or Mailed to:
Address: SoCalLand Invoices
c/o Lewis Management Corp.
1156 North Mountain Avenue
Upland, California 91786
Please ensure all work invoiced has been contracted,
invoices must include all applicable documentation and
clearly show the following:
Contract number / Change Order number / Purchase Order
number
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Progressive Billing Worksheet showing line item(s) with the quantities and amount(s) for the invoiced billing
period
Lien Releases for invoiced work, including
subcontractors
4. CONSULTANT shall attend the preconstruction meetings if so requested by CLIENT and provide appropriate input.
5. Schedule: The schedule for completion of the above-described Services is estimated to be December 30, 2022.
6. Fees and Payment Schedule: CONSULTANT shall be compensated for the above-described Services at the following rates:
(a) For completion of all Services set forth in “Scope of Services”:
$50,000.00
(b) For additional services requested and preauthorized by CLIENT’s written change order to this Agreement ,
including site inspections, and added graphic
presentation work, CONSULTANT s hall be compensated at
the hourly rates set forth as follows:
Engineering Services Hourly Rate
Principal Engineer/Project Manager $160
*Licensed professionals $160
Project Engineer $125
Designer/Drafter $95
Administrative $75
*Licensed professionals include architects, landscape
architect and electrical engineer.
Direct/Reimbursable Expenses:
All direct/reimbursable expenses will be reimbursed at
cost, at the time they occur, with no additional mark - up. Mileage is reimbursed at the current standard IRS
rate. Travel time is not considered a reimbursable
expense
7. Changes to Master Agreement.
Notwithstanding anything to the contrary in the Master
Agreement, and whether or not the below language is already DocuSign Envelope ID: 65C9490D-1563-4503-9A82-D1DB8ED596A4 MCA-WA CA DESIGN PROFESSIONAL 6-28-18 Page 6
a part of the Master Agreement, Paragraph 1 of the Master Agreement (formerly entitled “Retainer”) is deleted in its entirety and replaced wi th the following Paragraph 1 (now entitled “Nature of Services”):
“1. Nature of Services: CLIENT may retain CONSULTANT
to perform that work and/or to deliver those
materials as set forth in various Work Agreements
and Purchase Orders duly executed by CLIENT and
CONSULTANT, and any work and/or materials not
enumerated which are a normal consequence of
CONSULTANT's work assignment under such individual
Work Agreements or Purchase Orders (collectively,
the " Services"). Only Services performed by
CONSULTANT which are set forth in a Work Agreement
or Purchase Order shall be compensated for by
CLIENT as otherwise provided in such Work Agreement
or Purchase Order. Services not specifically set
forth either in a Work Agreement or a Purchase Order
will not be au thorized, and CLIENT shall not be
contractually or otherwise bound by, or responsible
for, any Services so performed unless such other
Services, and the compensation therefor, are
specifically described in a separate writing
executed by both CLIENT and CONSULTANT.
“(a) Work Agreements . Except as provided with
regard to Purchase Orders described in
Paragraph 1(b) below, each specific work
assignment to be performed by CONSULTANT will
be defined by a separate document captioned
"Work Agreement ", which will r efer to this
Agreement and which will set out such
information as may be necessary to define
adequately the specific work assignment (the
"Project"), the Services required, the
compensation for such Services and
reimbursement, if any, for certain expenses as
set forth in said Work Agreement. Each Work
Agreement will be executed by both parties and
will incorporate this Agreement by reference.
“(b) Purchase Orders. The term " Purchase Order"
refers to Services requested by CLIENT and
performed, or to be per formed, by CONSULTANT
as evidenced by a document issued by CLIENT,
describing a request for work or materials not
a part of the scope of Services otherwise
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contemplated by a Work Agreement or other
contract documents. It is intended that a
Purchase Order will address tasks of a minor
nature which do not necessarily come within
the scope of any previously executed Work
Agreement. Each Purchase Order issued by
CLIENT will identify CONSULTANT, CLIENT, this
Agreement (by name, number, project location,
or oth er identifying characteristic), the
scope of the Services to be provided, and the
compensation therefor. After issuance of each
Purchase Order, the parties hereto will be
bound by all the terms and conditions of this
Agreement upon the CONSULTANT’s commencement
of performance of the Services identified in
the Purchase Order. Thereafter, or, if an
ongoing Service (such as trash pick-up), from
time to time thereafter, the CONSULTANT shall
issue an invoice for payment identifying, at
least, CONSULTANT, CLIENT, the Purchase Order
(by name, number, project location, or other
identifying characteristic) and, directly or
indirectly by reference, this Agreement. Such
invoice issued by CONSULTANT shall be, and
shall be deemed to be, CONSULTANT’s
confirmation of its acceptance of the Purchase
Order issued by CLIENT and the incorporation
by reference of all of the terms and
provisions of this Agreement. To avoid
misunderstanding, the parties hereto agree
that CONSULTANT’s actual acceptance of the
Purchase Order shal l be evidenced by the
commencement of its performance of the
Services upon receiving the Purchase Order
either in writing or orally while the written
Purchase Order is being prepared by CLIENT
(which written Purchase Order shall be the
definitive expressio n of the Services and
compensation therefor unless CONSULTANT, upon
receipt of such written Purchase Order,
promptly raises an objection or
clarification).”
Notwithstanding anything to the contrary in the Master
Agreement, and whether or not the below lang uage is already a part of the Master Agreement, Paragraph 15 of the Master DocuSign Envelope ID: 65C9490D-1563-4503-9A82-D1DB8ED596A4 MCA-WA CA DESIGN PROFESSIONAL 6-28-18 Page 8
Agreement is deleted in its entirety and replaced with the following:
“15. Indemnification:
“(a) To the fullest extent permitted by applicable
law, CONSULTANT shall indemnify, defend and
hold harmless CLIENT, Lewis Management Corp.,
a Delaware corporation, as their interests
appear, and their respective successors,
assigns, members, partners, officers,
directors, shareholders, emplo yees, agents,
affiliates, parents, and subsidiaries, and
each of them (collectively, for purposes of
this Paragraph 15 only, "Indemnitees"), from
and against any and all claims, demands,
liabilities, damages, costs or expenses,
including attorneys' fees an d court costs,
(collectively, “ Claims”) made against
Indemnitees by third parties to the extent,
BUT ONLY TO THE EXTENT, that such Claims arise
out of, pertain to, or relate to the
negligence, recklessness, or willful
misconduct of CONSULTANT. In no event shall
the cost to defend charged to CONSULTANT
exceed CONSULTANT’s proportionate percentage
of fault, such percentage to be reasonably
established initially by written notice
delivered by CLIENT to CONSULTANT promptly at
the time of the initial Claim and s ubject
thereafter to (i) any further good faith
negotiated settlement or (ii) any final
determination pursuant to the dispute
resolution provision in this Agreement. To
the extent it is determined by settlement or
final determination, as provided in the
previous sentence, that CONSULTANT has
overpaid to CLIENT its proportionate share of
CLIENT’s cost to defend , then CLIENT shall
promptly refund to CONSULTANT any such excess
costs. However, if it is so determined that
CONSULTANT has not paid to CLIENT CONSULTANT’s
full share of CLIENT’s cost to defend, then
CONSULTANT shall promptly pay over to CLIENT
the amount of any such unpaid share.
Notwithstanding the three previous sentences, in
the event one or more defendants to any such
Claim is unable to pay its share of defense
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costs due to bankruptcy or dissolution of the
business, CONSULTANT shall meet and confer
with other parties to the Claim regarding
unpaid defense costs. CONSULTANT’s duty to
indemnify, including the duty and the cost to
defend, is limited as provided in this Paragraph
15. “(b) Moreover, to the extent this Agreement is a
“construction contract” as defined in
California Civil Code Section 2783, this
indemnity shall not extend (1) to any Claims
arising from the sole negligence or willful
misconduct of, or any defect in design
furnished by, Indemnitees or (2) to any Claims
to the extent, BUT ONLY TO THE EXTENT, such
Claims arise from any such Indemnitee’s active
negligence or that of its employees. CLIENT
and CONSULTANT hereby expressly acknowledge
and agree that in the event CLIENT or
Indemnitees provide CONSULTANT with any
designs whatsoever, such designs are provided
merely as a recommendation. If CONSULTANT
incorporates such designs into any plans or
work which are the subject of the Services,
CONSULTANT shall be deemed to have exercised
its own professional judgment and adopted such
designs as its own and the indemnity to the
extent provided for herein shall be fully
effective.
“(c) CONSULTANT’s defense obligation, to the extent
it ex ists, shall arise immediately upon
written notice of Claims being provided to
CONSULTANT and includes, subject to
subparagraph (a), the obligation to defend any
Indemnitee with respect to any alternative
dispute resolution proceeding authorized as
well as matters related to investigation and
resolution of Claims. The provisions of this
Paragraph 15 shall survive expiration or
termination of this Agreement and shall
continue until such time as it is determined
by final judgment that the Claims against
Indemnitees are fully and finally barred by
any applicable statute of limitations and/or
statute of repose.“
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8. Authority of Parties . Any corporation signing this Agreement, and each agent, officer, director, or employee signing on behalf of such corporation, but in his individual capacity, represents and warrants that said Agreement is duly authorized by and binding upon said corporation, duly adopted by said Board of Directors and transcribed in full in the minutes of said corporation. Any individual signing th is Agreement on behalf of a partnership or business entity other than a corporation represents that such other entity has power and authority to enter into this Agreement, and by such person's act is bound hereby.
9. Electronic Signatures . Each party agrees that if this Agreement utilizes “Electronic signature(s),” whether digital or encrypted, such Electronic Signatures are intended to authenticate this writing and to have the same force and effect as manual signatures. As used herein, an Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, (including facsimile signatures) pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) as amended from time to time.
10. Counterparts. This Agreement may be executed in multiple counterparts, each of which when executed (either as an Electronic Signature or manual signature) and delivered shall be an original, but all of which shall constitute one and the same Agreement. Any signature page of this instrument may be detached from any counterpart without impairing the legal effect of any signatures thereof, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature
pages. Delivery by any Party of an executed counterpart page electronically shall be as binding an execution and delivery of this instrument by such Party as if the oth er Party had received the actual physical copy of the entire instrument with an ink signature from such Party. So long as this Agreement is fully executed, at least in counterparts, any counterpart set of the Agreement executed by the Party against whom e nforcement of this Agreement is sought shall be
admissible into evidence as an original hereo f to prove the contents hereof.
11. Except as provided herein, all provisions of the Agreement shall remain in full force and effect.
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12. The Agreement (including this Wor k Agreement) fully and completely expresses the agreement of CONSULTANT and CLIENT.
There are no covenants, warranties, or representations which are not expressly set forth in the Agreement (including this Work Agreement) and if either party hereto has at tempted to make such covenants, warranties, and/or representations, promises or prior agreements, the same are superseded by the Agreement (including this Work Agreement).
THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK
SIGNATURES FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the parties have executed this Work Agreement effective as of the date first above written.
CLIENT: R
I
1 M
I
1 LEWIS-HILLWOOD RIALTO COMPANY, LLC,
a Delaware limited liability company
By: LEWIS-RIALTO COMPANY, LLC,
a Delaware limited liability company – It’s Managing Member
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation - Its Sole Manager
By: OS1_______________________
Name: ON1_____________________
Its: Authorized Agent
Date Accepted:
OD1
CONSULTANT:
KEC ENGINEERS, INC.,
a California corporation
Signature:
CS1
Print Name:
CN1
Title:
CT1
Contractor’s License No.:
(if applicable)
License Expiration Date:
Date Accepted:
CD1
DocuSign Envelope ID: 65C9490D-1563-4503-9A82-D1DB8ED596A4 Kavous Emami
May 26, 2022 | 4:48 PM PDT
President
J. Scott Crawford
May 27, 2022 | 12:16 PM PDT