PROFESSIONAL CONSULTANT SERVICES AGREEMENT
ALBERT A. WEBB ASSOCIATES
CEQA Environmental Review for the Riverside Alive Project THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this day of - 2023 ("Effective Date"), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and ALBERT A. WEBB ASSOCIATES, a California corporation ("Consultant").
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" ("Services"), attached hereto and incorporated herein by reference, in conjunction with the CEQA Environmental Review for the Riverside Alive Project ("Project").
2. Term. This Agreement shall be effective on the date first written above and shall remain in effect for one (1) year, unless otherwise terminated pursuant to the provisions herein.
The term may be extended for three (3) additional one-year periods, not to exceed four (4) years, upon mutual written agreement of the parties, based upon acceptable performance of the Consultant, acceptable fees and subject to the same terms and conditions of this Agreement.
Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed Six Hundred Forty Thousand Nine Hundred Fifty-Nine Dollars ($640,959.00), payable in accordance with the terms set forth in Exhibit "B." Said payment shall be made 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
Community & Economic Development Dept. Albert A. Webb Associates City of Riverside Attn: Stephanie Standerfer, Vice President Attn: Paige Montojo 3788 McCray Street
3900 Main Street Riverside, CA 92506
Riverside, CA 92522
1 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 by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm 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 in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
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.
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 "C 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.
Assignment and Subcontracting. Neither party shall assign 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 acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City 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. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
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 Riverside. Consultant acknowledges and agrees that the 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. 2 11. Indemnification.
11.1 Design Professional Defined. For purposes of this Agreement, "Design Professional" includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Protessions Code, and a business entity offering landscape architectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.
11.2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant's professional negligence based on the percentage of Consultant's liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City's employees, officers, managers, agents, and Council Members ("Indemnified Parties") from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and 3 penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.
11.4 Defense Obligation For Other Than Design Professional Liability.
Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended"') from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant, or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultant or anyone employed or working under the Consultant.
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 11 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 A 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.
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
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 contractor'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. 5 12.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 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 along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with 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:
It is agreed that the City of Riverside, 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 Riverside.
12.3.4 The insurance policy or policies shall also comply with the following provisions:
1. The policy shall be endorsed to waive any right of subrogatior against the City and its sub-consultants, employees, officers an agents for services performed under this Agreement
b. If the policy is written on a claims-made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No.
CG 20010413 shall be provided to the City.
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. 6 Upon City's request, Consultant shall provide 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 Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside 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. If the City is required to employ another consultant to complete Consultant's work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.
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. Consultant shall not release to others information furnished by City without prior express written approval of City.
19. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense 7 but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.
Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit "C," 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 "C" 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.
21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency 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.
22. General Compliance With Laws. Consultant shall keep fully 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. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.
Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.
24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.
25. 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 26 hereof. In ascertaining the work actually rendered through the 8 termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.
25.1 Other than as stated below, City shall give Consultant thirty (30) days' prior written notice prior to termination.
25.2 City may terminate this Agreement upon fifteen (15) days' written notice to Consultant, in the event:
25.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or
25.2.2 City decides to abandon or postpone the Project.
26. 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.
27. 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.
Venue. 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 the Superior Court, County of Riverside, 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 each party will bear their own attorney's fees and costs.
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, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, 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.
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 9 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
31. 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.
32. 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.
33. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 : Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section, a "digital signature" is defined in subdivision (d) of Section 16.5 of the Government Code and is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one and the same instrument and shall be binding on the parties hereto.
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.
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.
34.2 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.
In the event of a conflict between the body of this Agreement and Exhibit "A" - Scope of Services hereto, the terms contained in Exhibit "A" shall be controlling. 10 35. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit "A" - Scope of Services
Exhibit "B" - Compensation
Exhibit "C" - Key Personnel
[SIGNATURES ON THE FOLLOWING PAGE]
11 IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.
CITY OF RIVERSIDE, a California ALBERT A WEBB ASSOCIATES, INC., charter city and municipal corporation a California corporation 3y: Stephanie Stander
By: Print Name:
City Manager Title: Vice Presicent
(Signature of Board Chair, President, or Vice
President)
Attest: and
City Clerk
Print Name:_ TODA SMITH
Title: CFO
Certified as to Availability of Funds: (Signature of Secretary, Assistant Secretary, CFO, Treasurer, or Assistant Treasurer)
Bor Chielinancial Officer kusth
Approved as to Form:
By: Lill Senior Deputy City Attormey Secumen
23-1832 ALB 12/12/2023
12 EXHIBIT "A"
SCOPE OF SERVICES
RFP No. 2315
EXHIBIT A
SCOPE OF SERVICES
Task 1 - Kick-Off Meeting
Consultant will attend a virtual or in-person kick-off meeting with City staff, the Developers, and, if necessary, sub-consultants to discuss the environmental analysis and Environmental Impact Report (EIR) process. Consultant will prepare an agenda for the kick-off meeting and a draft schedule (using Microsoft Excel or Project) for review. The kick-off meeting will include a discussion of the Project Description, baseline, objectives, and scope of the Draft EIR. Consultant will prepare meeting minutes and a revised schedule and distribute to the City and applicant team.
Objectives of the kick-off meeting are as follows:
• Outline Project Description
• Identify City objectives for the EIR and the CEQA process • Explore community concerns regarding the Project
• Establish lines and preferred methods of communication between Consultant, the City, and the Developers
• Identify stakeholders (City departments, governmental agencies, community organizations and other parties) whose involvement in the CEQA process will be vital to successfully complete the BIR
• Discuss and refine the scope and timing of required Technical Studies that will inform analysis of the Initial Study and EIR
• Discuss the scope of the EIR and identify areas of potential controversy • Obtain relevant schedules, plans, applicant-provided technical reports and studies applicable to the Project
• Discuss mailing list for distribution
• Finalize the preliminary project schedule and discuss review periods and key milestones Task 1 Deliverables
• Kick-off Meeting - Virtual or In Person at City Hall (Scheduled by the City) • Electronic copies of Meeting Agenda (MS Word and Adobe PDF) and Draft Project Schedule (in Microsoft Excel or Project)
• Electronic copies of Meeting Minutes (MS Word and Adobe PDF) and Revised Project Schedule (in in Microsoft Excel or Project)
Task 2 - Preparation of Project Description
Consultant will prepare a comprehensive project description that reflects the current plans (grading plans, site plan, elevations, fencing plan, landscape plans, etc.), off-site infrastructure improvements (i.e. traffic signals, water and sewer pipeline extensions, power pole relocations), construction description and schedule, hours of operations, anticipated number of employees, etc., and required discretionary approvals. Exhibits will be prepared to illustrate the above information.
The project description will be provided to the City and Developers for review and comment.
Consultant will revise the project description to address all City and applicant comments using
RFP No. 2315
tracked changes. The final project description will provide the starting point for the analysis in the EIR.
Task 2 Deliverables
• Electronic copies of the revised, and final Project Description (MS Word and Adobe PDF)
• Electronic copies of pertinent exhibits (Adobe PDF)
Task 3 - Technical Studies
Consultant and its subconsultants will prepare a full suite of technical studies required to complete environmental review for the Project including, but not limited to, the studies outlined in the table below. Technical Studies shall be furnished to City Staff for quality control and completeness review which includes review of the technical studies accuracy and consistency of project related information (project description, plans, construction schedule, etc.), adequacy for the purposes of CEQA and for the site-specific conditions and the surrounding setting.
Consultant will address up to 2 separate rounds of review/comments from the City and Developers (assumes each round of comments includes all parties' comments provided at the same time to Consultant) for each of the required Technical Studies. In the event the City's comments/requested revisions are not satisfactorily addressed, the City reserves the right to reject the submission and the round of review shall not count toward the total.
Task 3 Deliverables
Electronic copies (MS Word and Adobe PDF) of the technical studies, including but not limited to those listed in the Anticipated Technical Studies Table below, and as mutually agreed by the City and the selected Consultant.
The following technical studies are anticipated to be required for the Project to ensure a complete assessment of all potential environmental impacts:
Anticipated Technical Studies
Air Quality/GHG Analysis
Phase 1 and 2 Environmental Site
Assessment, as appropriate
Noise Analysis
Traffic Impact and VMT Analyses
Cultural Resources Report (Historic and
Tribal)
Geotechnical/Soils Report
Water Supply Assessment
Water Quality Management Plan and
Hydrology Report, as appropriate
Biological Memorandum
RFP No. 2315
Anticipated Technical Studies
*Additional technical reports may be required
based upon additional information provided
to the Planning Division
Task 4 - Initial Study and Notice of Preparation (NOP)
Subtask 4.1 Initial Study
Consultant will prepare the Initial Study utilizing the City's California Environmental Quality Act Environmental Checklist Form. The Initial Study will identify the CEQA topics and thresholds that are less than significant and those that are potentially significant to be addressed in the EIR.
At this stage, environmental issues on which the Project will have less than significant impacts will be identified and excluded from further analysis in the EIR.
Consultant will address City and Developer comments (as reviewed and deemed appropriate by the City using tracked changes, and will provide the City with the final Initial Study. Consultant will address up to 2 separate rounds of review/comments from the City and applicant (assumes each round of comments includes all parties' comments provided at the same time to Consultant).
In the event the City's comments/requested revisions are not satisfactorily addressed, the City reserves the right to reject the submission and the round of review shall not count toward the total.
Consultant will perform quality control of all documents submitted to the City for review. The final proof Initial Study will be transmitted to the City for final review and approval prior to distribution to OPR, interested parties, and outside agencies with the required Notice of Preparation (NOP, Subtask 3.2).
Subtask 4.2 Notice of Preparation
Consultant will prepare a Notice of Preparation (NOP) for the EIR to meet CEQA and the City's requirements using the City's standard template. Consultant will address City and Developer comments (as reviewed and deemed appropriate by the City) using tracked changes on the NOP and will provide the City with the final NOP. Consultant will prepare the State Clearinghouse submittal forms and the State Clearinghouse Summary Form. Consultant will prepare and distribute the Notice of Preparation, on behalf of and in coordination with the City (i.e. mailing notices to distribution list, posting with the County Clerk and State Clearinghouse). It is anticipated that the City will be responsible for noticing in a newspaper and posting NOP documents on the City's website. The mailing of the NOP will start the 30-day public review and comment period.
At the end of the 30-day public comment period, and after receipt of all comments from the State Clearinghouse, Consultant will meet with the City to review the comments received in response to the NOP, make a final determination as to which environmental topics have effects that are not significant and do not require further evaluation in the DEIR, and which topics are potentially significant and require further analysis in the DEIR, and to discuss the strategy to respond to the comments received
Subtask 4.3 - Tribal Consultation
RFP No. 2315
Consultant will facilitate notification of Native American Tribes and tribal entities to solicit interest in tribal consultation pursuant to Assembly Bill 52 and, if applicable, Senate Bill 18, including filing requests with the Native American Heritage Commission, preparing notification materials and mailings, monitoring requests for consultation and outcomes, and assisting with the coordination of government-to-government consultation meetings between the City and Native American Tribes.
Task 4 Deliverables
• Electronic copies (MS Word and Adobe PDF) of the revised and final Initial Study • Electronic copies of revised and final NOP (MS Word)
• Electronic submittal to State Clearinghouse
• AB 52 and/or SB 18 Tribal Consultation materials (NAHC lists, notices, proof of mailing, consultation tracking, etc.)
• NOP distribution to State Clearinghouse, County Clerk, and agencies (and Administrative Record copies of NOP - delivery/receipt confirmations, proof of posting, etc.) Task 5 - Scoping Meeting
A public scoping meeting will be scheduled and held during the 30-day NOP comment period.
Consultant will assist the City, if needed, in scheduling and setting up the Scoping Meeting.
Consultant will attend, participate in, and present information at the Scoping Meeting. Consultant will prepare a Power Point presentation, agenda, sign-in sheets, and comment cards for the Scoping Meeting. Consultant will prepare a summary of all comments received during the Scoping Meeting.
Task 5 Deliverables
• Prepare Power Point presentation, agenda, sign-in sheets, and comment cards • Attend one (1) Scoping Meeting, present information, and respond to questions regarding the CEQA process
• Electronic copies (MS Word and Adobe PDF) of summary of comments received during the Scoping Meeting
Task 6 - Draft EIR
Subtask 6.1 Administrative Draft EIR
The Administrative (Admin) Draft EIR will be prepared in accordance with the State CEQA Guidelines and City of Riverside standards and policies including the City's CEQA Resolution (Exhibit F). The standards/criteria of significance will be developed based on CEQA Guidelines and tailored or refined as relevant to City requirements (e.g. General Plan policies, programs or guidelines, and adopted ordinances). The impact analysis will specify the standards of significant thresholds for each topic. Consultant will review all comment letters received on the NOP following the 30-day review period to ensure that all relevant concerns are addressed in the Draft EIR. Consultant will provide the Admin Draft EIR to the City for review and comment.
Environmental effects determined in the Initial Study as less than significant or insignificant and unlikely to occur need not be discussed further in the DEIR, unless information inconsistent with the finding in the Initial Study is subsequently received. Therefore, the DEIR will contain a brief discussion as to why an effect was determined to be less than significant or insignificant. However,
RFP No. 2315
if the analysis in the IS or comments received during the NOP or public scoping meeting indicates one or more of these topics could be potentially significant, that topic will be evaluated in the DEIR.
The Admin Draft will include:
• Executive Summary
• Introduction and Purpose
• Project Description
• Summary
• Project Location (Regional and Local Vicinity)
• Existing Site Conditions
• Schedule and Phasing
• Discretionary Actions and Land Use Entitlements
• Intended Use of the EIR
• Environmental Setting, Impacts & Mitigation Measures (unless excluded):
• Aesthetics
• Agriculture & Forestry Resources
• Air Quality
Biological Resources
Cultural Resources
Energy
Geology & Soils
Greenhouse Gas Emissions
Hazards & Hazardous Materials
• Hydrology & Water Quality
• Land Use and Planning
Mineral Resources
Noise
Population and Housing
• Public Services
Recreation
Transportation
• Tribal Cultural Resources
• Utilities and Service Systems
• Wildfire
• Other CEQA Topics
• Consistency with Regional Plans
• Significant Environmental Effects Which Cannot be Avoided • Significant Irreversible Environmental Changes
• Growth-Inducing Impacts
• Cumulative Impacts
• Alternatives to the Proposed Project
• Graphic Exhibits
• Appendices
• References
Subtask 6.2 Revised Administrative Draft EIR
RFP No. 2315
Consultant will address the City's and Developers' comments (as reviewed and deemed appropriate by the City. Consultant will address up to 2 separate rounds of review/comments from the City and applicant (assumes each round of comment includes all parties' comments provided at the same time to Consultant) using tracked changes. In the event the City's comments/requested revisions are not addressed in the Revised Administrative Draft EIR, the City reserves the right to reject the submission and the round of review shall not count toward the total. Consultant will ensure that all of the comments have been completely addressed before preparing the Public Review Draft of the EIR (Task 7).
Task 6 Deliverables
• Electronic copies (MS Word and Adobe PDF) of the Administrative Draft EIR exhibits and appendices (includes front cover of the document) including revisions • Electronic copies (MS Word and Adobe PDF) of the Administrative Draft EIR exhibits and appendices (includes front cover of the document) including revisions • Comment tracking matrix (MS Excel)
Task 7 - Proof Copy of Public Review Draft EIR
Consultant will submit a proof copy of the Draft EIR for final review and approval by the City prior to printing and distribution for public circulation and review. Consultant will prepare a Notice of Availability (NOA) and Notice of Completion (NOC) to meet CEQA and the City's requirements. Consultant will address City comments on the NOA and NOC using tracked changes and will provide the City with the final versions. Consultant will address up to 1 round of review/comments from the City and applicant (assumes each round of comment includes all parties' comments provided at the same time to Consultant) using tracked changes. In the event the City's comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total. Consultant will prepare and distribute the Notice of Availability, on behalf of and in coordination with the City (mailing notices to distribution list, posting with the County Clerk and State Clearinghouse).
Task 7 Deliverables
• Electronic copies (MS Word and/or Adobe PDF) of the draft and final Notice of Availability (NOA) and Notice of Completion (NOC)
• Electronic copies (MS Word and Adobe PDF) of a Final proof copy of Draft EIR including exhibits and appendices
• Fourteen (14) bound hardcopies' of the DEIR with exhibits and electronic copies of the appendices on thumb drives (includes front cover of document) • Four (4) bound sets of hardcopies of the appendices
• Electronic submittal of Executive Summary and of the DEIR and Appendices to the State Clearinghouse
1 Number of hardcopies are provided, regardless of number of pages of the document.
RFP No. 2315
• Administrative Record copies of NOA and NOC (delivery/receipt confirmations, proof of posting with County Clerk and State Clearinghouse, etc.) Task 8 - Final EIR
Subtask 8.1 Administrative Draft Final EIR
Final EIR
The Final EIR will consist of the Final EIR Introduction, "Comments and Responses" section including bracketed comment letters, Draft EIR Errata (or, if necessary, Revised Draft EIR), any new or revised Appendices, and the Mitigation Monitoring and Reporting Program (MMRP).
Response to Comments
The Consultant team will organize, collate and respond to written comments received on the Draft EIR during the 45-day public review period. This task includes coordination of responses to comments from any Sub-consultants responsible for preparation of technical studies.
Although not required, the CEQA Guidelines recommend responding, if possible, to comments received after the close of the public review period. Since the number and nature of the comments cannot be identified at this time, once all comments are received, Consultant will meet with the City to discuss and determine the approach that will be utilized in the responses and if the budgeted amount is adequate to cover the level of effort needed to respond to all of the comments received.
Estimated costs for this Subtask should assume up to 75 comment letters that will require a response. If fewer comments are received, less will be charged for this Subtask; if more comments are received or comments are received that require additional modeling or analysis, then more budget for this Subtask may be needed.
Following review of the Draft Responses to Comments, Consultant will respond to one consolidated set of comments from the City and Developers (as reviewed and deemed appropriate by the City) and finalize this section for inclusion in the Final EIR. Consultant will address up to 2 rounds of review/comments from the City and applicant (assumes each round of comment includes all parties' comments provided at the same time to Consultant) using tracked changes. In the event the City's comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total. After City approval of the "proof" responses to comments, Consultant will produce final responses for distribution by the City to outside agencies. Responses to comments will be included in the FEIR.
Errata
Consultant will prepare an Errata section for inclusion with the Responses to Comments, minor changes, additional information, or corrections made from the DEIR to the FEIR. If the City deems necessary, an underline/strikethrough version of the Draft EIR will be provided in lieu of the Errata.
Subtask 8.2 - MMRP
In compliance with CEQA Guidelines Section 21081.6, Consultant will prepare a Mitigation Tonitoring and Reporting Program (MMRP) that incorporates all mitigation measures from th IR Consultant will prepare a Draft MMRP that will be submitted to the City and applicant fc
RFP No. 2315
review and comment. Consultant will address up to two (2) rounds of comments from City and Developers' comments (as reviewed and deemed appropriate by the City) on the Draft MMRP.
Subtask 8.3 - Responses to Late Comments
Consultant will prepare responses to comments received after the close of the 45-day public review period as needed. Estimated costs should reflect a reasonable amount of time and effort for this Subtask. Up to two rounds of late comments are expected based on the assumption of two public hearings. Consultant will prepare responses each time to the satisfaction of the City. In the event the City's comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total. This Subtask should include up to two teleconference meetings with the City to determine the best strategy for responding to late comments.
Subtask 8.4 - Draft Final EIR
Consultant will address up to 2 separate rounds of review/comments from the City and Developer (each round of comments includes all parties' comments) on the Final EIR/Responses to Comments. In the event the comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total. Consultant will ensure that all of the City's comments have been completely addressed before preparing the Final EIR for public hearing.
Subtask 8.5 - Final EIR
Consultant will submit a proof copy of the Final EIR for final review and approval by the City prior to printing and distribution to commenting agencies. Consultant will be responsible for distributing the Comments and Responses to Responsible Agencies, 10 days prior to the public hearing, as required by CEQA.
Task 8 Deliverables
• Attend one (1) meeting with Planning on Final EIR/Responses to Comments • Electronic copies (MS Word and Adobe PDF) of the Draft Final EIR, Responses to Comments (including late comments), Errata, and MMRP
• Electronic copies (MS Word and Adobe PDF) of the Final EIR, Responses to Comments (including late comments), Errata, and MMRP
• Electronic copies (Adobe PDF) and fourteen (14) hardcopies and thumb drives of the Public Review Final EIR including exhibits and appendices Task 9 - Findings of Fact and Statement of Overriding Considerations Consultant will prepare draft Findings of Fact and draft Statement of Overriding Considerations, if necessary. Consultant will address up to two (2) rounds of comments from City on the Draft Findings and Statement of Overriding Considerations. In the event the City's comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total.
Task 9 Deliverables
• Electronic copies (MS Word and Adobe PDF) of the draft Findings of Fact and Statement of Overriding Consideration
2 Number of hardcopies are provided, regardless of number of pages of the document.
RFP No. 2315
• Electronic copies (MS Word and Adobe PDF) and eleven (11) hardcopies and thumb drives of the Public Review Findings of Fact and Statement of Overriding Consideration
Task 10 - Public Hearings
Consultant will attend public hearings held for consideration of the DEIR/FEIR for the Project.
These hearings are anticipated to include one (1) Planning Commission meeting and up to two (2) City Council meetings on the EIR. The Consultant Project Manager will be prepared to answer technical questions related to the EIR and relevant comments on the EIR raised during the public hearing meetings. Technical analysis specialists are expected to also be in attendance as necessary.
Estimate costs should include pre-meetings to coordinate responses to potential questions with City Team, Consultant's Team, and Developers' Team as necessary.
Task 10 Deliverables
• Attendance at up to three (3) Project hearings (Planning Commission and City Council)
• Attend one (1) preparatory meeting with the City/Developers team before each public hearing
Task 11 - Notice of Determination
Consultant will prepare a Notice of Determination (NOD) to meet CEQA and the City's requirements, using the City's standard template. Consultant will address City comments on the NOD and will provide the City with the final versions. Consultant will incorporate 1 round of comments to the satisfaction of the City. In the event the City's comments/requested revisions are not addressed the City reserves the right to reject the submission and the round of review shall not count toward the total. Consultant will file the NOD with the County Clerk and State Clearinghouse and provide proof of filing to the City. The applicable CEQA filing fee should be factored into the estimated cost for this Task.
Task 11 Deliverables
• Electronic copies (MS Word and Adobe PDF) of the draft and final NOD • File NOD with County Clerk and State Clearinghouse and provide proof of filing NOD
Task 12 - Project Management and Coordination
Consultant will coordinate with the City and Developers, technical staff, and support staff toward the timely completion of the Initial Study/Notice of Preparation, the Draft EIR, and Final EIR.
Consultant will participate in bi-weekly conference calls with the City and applicant for the duration of completing Tasks 1-11 and provide status updates as needed.
Subtask 12.1 - Bi-Weekly Progress Conference Calls
Consultant will prepare agendas and memorandums of meeting minutes for bi-weekly coordination calls with City staff and, if needed, Developers, technical and support staff. Consultant will provide monthly invoices which include the itemized task list for tasks 1-11 contained herein. The monthly invoices will be detailed and include the current months charges, invoiced to date, unbilled/remaining budgets, and percentage complete for each task identified herein (Tasks 1-11). 3 Number of hardcopies are provided, regardless of number of pages of the document.
RFP No. 2315
Task 12 Deliverables
• Bi-weekly conference calls with the City and Developers • Electronic copies (MS Word and Adobe PDF) of agendas and memorandums of meeting minutes for bi-weekly calls
• Monthly invoices with itemized task list for Tasks 1-10, as described above • Status update communications as needed
Data Collection and Review
• CEQA document preparation effort will commence with completion of a project description (based on current site plans) that has been reviewed and approved by the City.
If the project description for the project changes after preparation of technical studies or preparation of the EIR documents has started, additional effort and associated budget may be required.
• This Scope of Services is based on the level of effort anticipated to be needed based on experience on recent projects and with the current federal and state laws, policies, and requirements in place at the time of this RFP. If new laws or policies are enacted subsequent to the preparation of this proposal, additional effort and associated budget may be required.
EXHIBIT "B"
COMPENSATION
Section 7. Pricing
Note: SUM for each task is BOLD
EXHIBIT B with subtask costs listed under each
COST PROPOSAL task sum.
Tasks Estimated Cost
Task 1: Kick-Off Meeting $3,500
Task 2: Preparation of Project Description $7,000
Task 3: Technical Studies $195,200
Air Quality/Greenhouse Gas Analysis/Energy $21,400
Noise - dBF $24,500
TIA $68,700
VMT $40,900
Cultural Resource Assessment - South Environmental $12,000 Bio Memo - South Environmental $6,900
Visual Simulations $20,800
Task 4: Initial Study and Notice of Preparation (NOP) $32,600 Subtask 4.1: Initial Study $27,200
Subtask 4.2: Notice of Preparation $5,400
Task 5: Scoping Meeting $5,900
Task 6: Draft EIR $156,500
Subtask 6.1: Administrative Draft EIR $122,800
Subtask 6.2: Revised Administrative Draft EIR $33,700
Task 7: Proof Copy of Public Review Draft EIR $7,900
Task 8: Final EIR $41,500
Subtask 8.1: Administrative Draft Final EIR $23,200
Subtask 8.2: MMRP $2,600
Subtask 8.3: Responses to Late Comments $10,500
Subtask 8.4: Draft Final EIR $1,100
Subtask 8.5: Final EIR $4,100
Task 9: Findings and Statement of Overriding Considerations $19,700 Task 10: Public Hearings $10,700
Task 11: Notice of Determination $4,400
Task 12: Project Management and Coordination $92,200
Subtask 12.1: Bi-Weekly Progress Conference Calls $53,400 Reimbursable Expenses $5,590
Subtotal $582,690
10% Contingency $58,269
Total Amount (This amount to be entered in Planet Bids) $640,959 19 EXHIBIT "C"
KEY PERSONNEL
Stephanie Standerfer, Vice President
Cheryl DeGano, Practice Area Leader
Eliza Laws, Senior Environmental Analyst
•