HomeMy WebLinkAboutAGMT - Chambers Group Inc (Lower Santa Ana River Sand Mgmt Proj CEQA Addendum East Beach)PROFESSIONAL SERVICES AGREEMENT
FOR
Lower Santa Ana River Sand Management Project, CEQA
Addendum for East Beach
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
2.
Chambers Group, Inc.
5 Hutton Centre Drive, Suite 750
Santa Ana, CA 92707
949 - 261 -5414
This Professional Services Agreement ( "the Agreement') is made as of March 14, 2016
(the "Effective Date "), by and between Chambers Group, Inc. ( "Consultant'), a
Corporation and the City of Seal Beach ( "City "), a California charter city, (collectively,
"the Parties").
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RECITALS
A. City desires certain professional services.
B. Pursuant to the authority provided by its City Charter and Government
Code § 37103, if applicable, City desires to engage Consultant to provide Professional
Consultancy services in the manner set forth herein and more fully described in Section
1.
C. Consultant represents that the principal members of its firm are qualified
professional Consultants and are fully qualified to perform the services contemplated by
this Agreement in a good and professional manner; and it desires to perform such
services as provided herein.
NOW THEREFORE, in consideration of the Parties' performance of the
promises, covenants, and conditions stated herein, the Parties hereto agree as follows.
AGREEMENT
1.0 Scope of Services
1.1. Consultant shall provide those services ( "Services ") set forth in the
attached Exhibit A. To the extent that there is any conflict between Exhibit A and this
Agreement, this Agreement shall control.
1.2. Consultant shall perform all services under this Agreement on a timely,
regular basis and in a manner reasonably satisfactory to the City.
1.3. In performing this Agreement, Consultant shall comply with all applicable
provisions of federal, State, and local law.
1.4. As a material inducement to City to enter into this Agreement, Consultant
hereby represents that it has the experience necessary to undertake the services to be
provided. In light of such status and experience, Consultant hereby covenants that it
shall follow the customary professional standards in performing all services.
1.5. By executing this Agreement, Consultant represents that, to the extent
required by the standard of practice, Consultant (a) has investigated and considered the
scope of services to be performed, (b) has carefully considered how the services should
be performed, and (c) understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement.
2.0 Term
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The term of this Agreement shall commence as of the Effective Date and shall
continue for 90 working days unless previously terminated as provided by this
Agreement.
3.0 Consultant's Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit A
for Services but in no event will the City pay more than $7,967. Consultant will not be
compensated for any work performed not specified in the Scope of Services unless the
City authorizes such work in advance and in writing.
4.0 Method of Payment
4.1. Consultant shall submit to City monthly invoices for all services rendered
pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end
of the month during which the services were rendered and shall describe in detail the
services rendered during the period, the days worked, number of hours worked, the
hourly rates charged, and the services performed for each day in the period. City will
pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold
any applicable federal or state payroll and other required taxes, or other authorized
deductions from payments made to Consultant.
4.2. Upon receipt of 24 hours' notice from City, Consultant shall allow City or
City's agents or representatives to inspect at Consultant's offices during reasonable
business hours all records, invoices, time cards, cost control sheets and other records
maintained by Consultant in connection with this Agreement. City's rights under this
Section 4.2 shall survive for two years following the termination of this Agreement.
5.0 Termination
5.1. This Agreement may be terminated by City, without cause, or by
Consultant based on reasonable cause, upon giving the other party written notice
thereof not less than thirty 30 days prior to the date of termination.
5.2. This Agreement may be terminated by City upon 10 days' notice to
Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement
of comprehensive general liability insurance as required by this Agreement at least 20
days before the expiration date of the previous policy.
6.0 Party Representatives
6.1. The City Manager is the City's representative for purposes of this
Agreement.
6.2. Lisa Louie is the Consultant's representative for purposes of this
Agreement. It is expressly understood that the experience, knowledge, capability, and
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reputation of Lisa Louie were a substantial inducement for City to enter into this
Agreement. Therefore, Lisa Louie shall be responsible during the term of this
Agreement for directing all activities of Consultant and devoting sufficient time to
personally supervise the services hereunder. Consultant may not change its
representative without the prior written approval of City, which approval shall not be
unreasonably withheld.
7.0 Notices
7.1. All notices permitted or required under this Agreement shall be deemed
made when personally delivered or when mailed 48 hours after deposit in the United
States Mail, first class postage prepaid and addressed to the party at the following
addresses:
To City: City of Seal Beach
211 - 8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Chambers Group, Inc.
5 Hutton Centre Drive, Suite 750
Santa Ana, CA 92707
Attn: Lisa Louie, Project Manager
7.2. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
8.0 Independent Contractor
8.1. Consultant is an independent contractor and not an employee of the City.
All services provided pursuant to this Agreement shall be performed by Consultant or
under its supervision, and all personnel shall possess the qualifications, permits, and
licenses required by State and local law to perform such Services, including, without
limitation, a City of Seal Beach business license as required by the Seal Beach
Municipal Code. Consultant will determine the means, methods, and details of
performing the services. Consultant shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the services and compliance with
the customary professional standards.
8.2. Any additional personnel performing services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries,
and other amounts due such personnel in connection with their performance of services
under this Agreement and as required by law. Consultant shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited
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to: Social Security taxes, income tax withholding, unemployment insurance, disability
insurance, and workers' compensation insurance.
8.3. Consultant shall indemnify and hold harmless City and its elected officials,
officers and employees, servants, designated volunteers, and agents serving as
independent contractors in the role of City officials, from any and all liability, damages,
claims, costs and expenses of any nature to the extent arising from Consultant's
personnel practices. City shall have the right to offset against the amount of any fees
due to Consultant under this Agreement any amount due to City from Consultant as a
result of Consultant's failure to promptly pay to City any reimbursement or
indemnification arising under this Section 8.
9.0 Confidentiality
Consultant covenants that all data, documents, discussion, or other information
developed or received by Consultant or provided for performance of this Agreement are
deemed confidential and shall not be disclosed by Consultant without prior written
authorization by City. City shall grant such authorization if applicable law requires
disclosure. All City data shall be returned to City upon the termination of this
Agreement. Consultant's covenant under this Section shall survive the termination of
this Agreement.
10.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written
approval of City. Consultant is fully responsible to City for the performance of any and
all subcontractors.
11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by
assignment or novation, without the prior written consent of City. Any purported
assignment without such consent shall be void and without effect.
12.0 Insurance
12.1. Liability Insurance. Consultant shall procure and maintain in full force and
effect for the duration of this Agreement insurance against claims for injuries to persons
or damages to property and professional negligence which may arise from or in
connection with the performance of the services hereunder by Consultant, and its
agents, representatives, employees and subcontractors.
12.2. Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
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Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
Professional Liability insurance. Consultant shall provide to City the
standard form issued by the carrier.
12.3. Minimum Limits of Insurance. Consultant shall maintain limits no less
than:
General Liabilitv: $2,000,000 per occurrence and in the aggregate for
bodily injury, personal injury and property damage. Commercial General
Liability Insurance or other form with a general aggregate limit shall apply
separately to this Agreement or the general limit shall be twice the
required occurrence limit.
Automobile Liability: $1,000,000 per accident for bodily injury and
property damage.
Employer's Liability: $1,000,000 per accident and in the aggregate for
bodily injury or disease and Workers' Compensation Insurance in the
amount required by law.
Professional Liabilitv: $1,000,000 per claim /aggregate.
12A. Deductibles and Self- Insured Retentions. Consultant shall inform City of
any deductibles or self- insured retentions except with respect to professional liability
insurance.
12.5. Other Insurance Provisions. The general liability and automobile liability
policies are to contain, or be endorsed to contain, the following provisions:
12.5.1. City, its officers, officials, employees, designated volunteers
and agents serving as independent contractors in the role of City officials, are to be
covered as additional insureds as respects: liability arising out of activities performed
by or on behalf of Consultant; products and completed operations of Consultant;
premises owned, occupied or used by Consultant; or automobiles owned, leased, hired
or borrowed by Consultant. The coverage shall contain no limitations on the scope of
protection afforded to City, its officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of City officials which are not also
limitations applicable to the named insured.
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12.5.2. For any claims related to this Agreement, Consultant's
insurance coverage shall be primary insurance as respects City, its officers, officials,
employees, designated volunteers and agents serving as independent contractors in the
role of City officials. Any insurance or self- insurance maintained by City, its officers,
officials, employees, designated volunteers or agents serving as independent
contractors in the role of City officials shall be excess of Consultant's insurance and
shall not contribute with it.
12.5.3. Consultant's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
12.5.4. Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be canceled or materially modified except
after 30 days' prior written notice by first class mail has been given to City, or 10 days'
prior written notice by express overnight mail if cancellation is due to nonpayment of
premiums.
12.5.5 Each insurance policy, except for the professional liability policy,
required by this clause shall expressly waive the insurer's right of subrogation against
City and its elected officials, officers, employees, servants, attorneys, designated
volunteers, and agents serving as independent contractors in the role of City officials.
12.6. Acceptability of Insurers. Insurance is to be placed with insurers with a
current A.M. Best's rating of no less than A:VIII unless waived in writing by City's Risk
Manager.
12.7. Verification of Coverage. All insurance coverages shall be confirmed by
execution of endorsements on forms approved by City. The endorsements are to be
signed by a person authorized by that insurer to bind coverage on its behalf. All
endorsements are to be received and approved by City before services commence. As
an alternative to City forms, Consultant's insurer may provide complete, certified copies
of all required insurance policies, including endorsements effecting the coverage
required by these specifications.
13.0 Indemnification, Hold Harmless, and Duty to Defend
13.1 Indemnity for Design Professional Services. In connection with its design
professional services, Consultant shall hold harmless and indemnify City, and its
elected officials, officers, employees, servants, designated volunteers, and those City
agents serving as independent contractors in the role of City officials (collectively,
"Indemnitees "), with respect to any and all claims, demands, damages, liabilities,
losses, costs or expenses, including reimbursement of attorneys' fees and costs of
defense (collectively, "Claims" hereinafter), including but not limited to Claims relating to
death or injury to any person and injury to any property, which arise out of, pertain to, or
relate to in whole or in part to the negligence, recklessness, or willful misconduct of
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Consultant or any of its officers, employees, subcontractors, or agents in the
performance of its design professional services under this Agreement.
13.2 Other Indemnitees. In connection with any and all claims, demands,
damages, liabilities, losses, costs or expenses, including attorneys' fees and costs of
defense (collectively, "Damages" hereinafter) not covered by Subsection 13.1,
Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to
any and all Damages, including but not limited to, Damages relating to death or injury to
any person and injury to any property, which arise out of, pertain to, or relate to the acts
or omissions of Consultant or any of its officers, employees, subcontractors, or agents
in the performance of this Agreement, except for such loss or damage arising from the
sole negligence or willful misconduct of the City, as determined by final arbitration or
court decision or by the agreement of the parties. Consultant shall defend Indemnitees
in any action or actions filed in connection with any such Damages with counsel of
City's choice, and shall pay all costs and expenses, including all attorneys' fees and
experts' costs actually incurred in connection with such defense. Consultant's duty to
defend pursuant to this Subsection 13.2 shall apply independent of any prior, concurrent
or subsequent misconduct, negligent acts, errors or omissions of Indemnitees.
14.0 Conflict of Interest
14.1. Consultant covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Consultant further
covenants that, in performance of this Agreement, no person having any such interest
shall be employed by it. Furthermore, Consultant shall avoid the appearance of having
any interest, which would conflict in any manner with the performance of the Services.
Consultant shall not accept any employment or representation during the term of this
Agreement which is or may likely make Consultant "financially interested" (as provided
in California Government Code §§ 1090 and 87100) in any decision made by City on
any matter in connection with which Consultant has been retained.
14.2. Consultant further warrants and maintains that it has not employed or
retained any person or entity, other than a bona fide employee working exclusively for
Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to
pay any person or entity, other than a bona fide employee working exclusively for
Consultant, any fee, commission, gift, percentage, or any other consideration contingent
upon the execution of this Agreement. Upon any breach or violation of this warranty,
City shall have the right, at its sole and absolute discretion, to terminate this Agreement
without further liability, or to deduct from any sums payable to Consultant hereunder the
full amount or value of any such fee, commission, percentage or gift.
14.3. Consultant warrants and maintains that it has no knowledge that any
officer or employee of City has any interest, whether contractual, noncontractual,
financial, proprietary, or otherwise, in this transaction or in the business of Consultant,
and that if any such interest comes to the knowledge of Consultant at any time during
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the term of this Agreement, Consultant shall immediately make a complete, written
disclosure of such interest to City, even if such interest would not be deemed a
prohibited "conflict of interest" under applicable laws as described in this Subsection.
15.0 Equal Opportunity
Consultant affirmatively represents that it is an equal opportunity employer.
Consultant shall not discriminate against any subcontractor, employee, or applicant for
employment because of race, religion, color, national origin, handicap, ancestry, sex,
sexual orientation, or age. Such non - discrimination includes, but is not limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff, or termination.
MO Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions
of Section 3700 of the California Labor Code that require every employer to be insured
against liability for Workers' Compensation or to undertake self- insurance in accordance
with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
17.0 Entire Agreement
This Agreement contains the entire Agreement of the Parties with respect to the
subject matter hereof, and supersedes all prior negotiations, understandings, or
agreements. This Agreement may only be modified by a writing signed by both Parties.
18.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not
void or affect the validity of the other provisions of this Agreement.
19.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
20.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either Party
as a result of this Agreement.
21.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach,
whether of the same or other covenant or condition. In no event shall the making by
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City of any payment to Consultant constitute or be construed as a waiver by City of any
breach of covenant, or any default which may then exist on the part of Consultant, and
the making of any such payment by City shall in no way impair or prejudice any right or
remedy available to City with regard to such breach or default. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual rights by custom, estoppel, or otherwise.
22.0 Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any
company or person, other than a bona fide employee working solely for Consultant, to
solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor
has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, City has the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
23.0 Attorneys' Fees
If a Party commences any legal, administrative or other action against the other
Party arising out of or in connection with this Agreement, the prevailing Party in such
action shall be entitled to have and recover from the losing Party all of its attorneys' fees
and other costs incurred in connection therewith.
24.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the event of any material discrepancy
between the terms of any exhibit so incorporated and the terms of this Agreement, the
terms of this Agreement shall control.
25.0 Corporate Authority
The persons executing this Agreement on behalf of the Parties warrant that they
are duly authorized to execute this Agreement on behalf of said Parties and that by their
execution, the Parties are formally bound to the provision of this Agreement.
(Intentionally Left Blank)
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IN WITNESS WHEREOF, the Parties hereto, through their respective authorized
representatives have executed this Agreement as of the date and year first above
CITY IF DEAL BE
M
im Basham, Interim Director
of Public Works
Approved as
2
I
City Attorney
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CONS
By: Iv I''IU W I, w
Name: MIKE MCENTEE
Its: CHIEF OPERATING OFFICER
By: ex",
Name: ALEX GURROLA
Its: PRESIDENT /CEO
oQpPO��,.
CHAMBERS
GROUP
March 11, 2016
(62384)
David Spitz
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
SUBJECT: COST PROPOSAL FOR EAST BEACH SAND RECEIVER SITE INCLUSION IN COUNTY OF
ORANGE CECIA ADDENDUM FOR THE LOWER SANTA ANA RIVER MAINTENANCE
DREDGING PROJECT
Dear Mr. Spitz,
Chambers Group submits this proposal to provide environmental documentation services for the inclusion
of East Beach as an additional sand receiver site for the Lower Santa Ana River (LSAR) Maintenance Dredging
Project (Project). East Beach would be added into the County of Orange (County) Addendum to the 1988
Supplemental Environmental Impact Statement /Environmental Impact Report (SETS /EIR) in compliance with
the California Environmental Quality Act (CECIA). Lisa Louie will be the Project Manager for this Project.
SCOPE OF WORK
Chambers Group can commence work on this Project as soon as we receive written notice to proceed (NTP).
We will accomplish the scope of work as described below:
Task 1: Literature Review and CECIA Addendum Language for East Beach
Including East Beach into the County Addendum will involve a brief analysis on whether the addition of
this receiver site would add any significant impacts requiring new mitigation measures. If the impact
level of any previously identified impacts increases to significant, then additional mitigation measures
would be required. This addition includes a project description of the activities proposed at East Beach,
including the volume and transportation of material to the new receiver site. The review and analysis of
impacts would follow the format of the addendum that is currently being prepared. This task assumes
the incorporation of new information related to East Beach as a new receiver site can be included within
the County addendum schedule. This task assumes that Chambers Group will utilize the environmental
information and analysis conducted in previous CECIA documents for nourishment at East Beach. If
conditions at the beach have changed significantly since the previous documents were prepared,
Chambers Group may need to conduct new studies, which may affect the project schedule. No new
studies are expected or proposed as part of this task; if required, Chambers Group would provide a
separate scope and fee.
The additional information for East Beach to the addendum is estimated to add up to six pages of text
and graphics. An electronic draft memo of the text to be added to the addendum will be provided to the
City for review within one (1) week of the finalization of the project description. Chambers Group will
incorporate comments from the draft memo into the electronic County Addendum and provide the
Revised County Addendum to the City at the same time as County review. This task assumes only one (1)
David Spitz
March 11, 2016
round of comments from the City and one (1) round of comments from the County on the additional
information for this receiver site. For costing purposes, this task assumes 20 hours for a Senior Project
Manager and 36 hours for an Assistant Planner to prepare the document, with additional support from
GIS and technical editing. If the level of effort is greater than this cost estimate assumes, Chambers
Group will notify the City in advance of conducting work beyond the scope and /or cost estimate.
Deliverable: Draft electronic memo of information to add to the County Addendum, Draft Revised
Addendum, and Final Revised Addendum
Schedule: Draft memo within one week of complete project description for activities at East Beach,
Draft and Final Revised Addendum according to County schedule
Estimated Cost: $7,067
Task 2: Project Meetings and Communication
Chambers Group will conduct a Project Initiation /Kick -off Meeting with the City via teleconference to
discuss the Project and receive all Project information, technical reports, and other available
information. Project progress will be communicated via telephone and email to facilitate timely review
and approvals necessary to make sure there is appropriate progress and task completion. Project
meetings may also include meetings with both the City and County to discuss Project progress. This task
includes up to six (6) hours for the Project Manager.
Deliverable: Progress Meeting Notes per meeting
Schedule: Duration of the Project
Estimated Cost: $900
COSTS
The services described in each task will be performed on a time and materials basis. The costs for each task are
shown below.
Task 1: CEQA Addendum Language for East Beach $7,067
Task 2: Project Meetings and Communication 900
Total V.967
ASSUMPTIONS
CLIENT will provide Chambers Group with copies of all known documentation relating to the physical or
other conditions concerning the Project site within five (5) working days after CLIENT has given
authorization to proceed. It is assumed that Chambers Group can use and rely on the data and
information contained in those documents as is without further technical review.
Cost and schedule are based on our best judgment of the requirements known at the time of the
proposal. If requirements are influenced by CLIENT needs and other circumstances appearing during
the Project, Chambers Group will accommodate CLIENT with revised cost and schedule changes.
= CHAMBERS
//N� GROUP
David Spitz
March 11, 2016
Page 3
• While Chambers Group will make every effort to manage each task to its estimated budget, by this
contract will only be responsible to stay within the limits of the total Project contracted amount.
• CLIENT or Chambers Group will not be expected to honor verbal promises or changes to any part of
this proposal unless documented in writing between CLIENT and Chambers Group. Change orders will
be issued and signed by CLIENT and Chambers Group before starting additional work not included in
the original proposal. Additional out -of -scope work will commence immediately after the change order
is signed.
• Chambers Group complies with IWO -4 -2001 (AB -60), Eight Hour Day Restoration and Work Place
Flexibility Act of 1999. Its standard workday is 8 hours, and when estimating Project costs we
assume that there will be no overtime required. However, Chambers Group will accommodate
CLIENT requests for longer days or other circumstances beyond its control to work more than 8
hours per day and pass along any additional charges that it is required to pay as a matter of law on a
time - and - material basis.
• Costs to the Project will be accrued and billed on a monthly basis on payment terms of net 30 days. A
reasonable interest charge will apply to any balance due over 30 days. Project deliverables may be
withheld if payments are not received within 90 days of invoicing.
• Chambers Group assumes for costing purposes that its normal insurance coverage of $1 million per
claim or occurrence for general liability, professional liability, workers compensation and
automobile liability are adequate for this Project.
• Chambers Group assumes that, by receipt of notice to proceed, full access to the property will be
provided by CLIENT, including keys to locked gates and advance notice to existing property tenants of
our right of entry. Additional time and expense incurred by Chambers Group staff denied access to the
property at the time prearranged for the field surveys will be billed separately to CLIENT on a time -and-
materials basis.
• Chambers Group can accommodate work delays and cancellations caused by strikes, accidents, acts of
God, delays imposed by CLIENT, or other delays beyond the control of Chambers Group. Chambers
Group reserves the right to pass through additional charges resulting from any such delays, including
demobilization and remobilization costs.
• If the contracted scope of work is stopped by CLIENT for convenience or otherwise, the contract shall
be considered complete and billing for work performed up to the time of cancellation shall become
due and payable immediately upon presentation of Chambers Group's invoice.
• Chambers Group is basing its proposed costs on its most recent Commercial Terms and Schedule of
Fees. Any agreed upon out -of -scope costs and additional work will be based on the same. Work that
has been approved and booked will not be subject to new rates if undertaken within 12 months after
signing contract.
• Chambers Group can accommodate special invoicing requirements such as special formats or special
backup materials. Requests for these special invoicing requirements may be billed as an approved
augment to the contract on a time - and - materials basis.
• GIS data can be submitted in any of the following formats: (1) All ESRI, AutoCAD compatible;
(2) AutoCAD (.dwg or .dxf); or (3) Microstation (.dgn). Acceptable image formats include: (1) TIF,
(2)1PG (J -Peg), (3) SID (Mr. Sid), and (4) ECW. Chambers Group may charge additional costs related
to translating the file into one of the above workable formats.
• Additional copies of documents beyond the scope in this proposal can be produced at $.15 per page
for text and $2.00 per page for photographs, plus staff time.
< CHAMBERS
�i /N` GROUP
David Spitz ,
March 11, 2016
Paee 4
• Chambers Group does not anticipate any challenges to a document it produces. In this unlikely event,
Chambers Group assumes that it will be reimbursed by CLIENT for all costs internal and external that
result. These costs are not included in the Project cost.
• The cost presented in this proposal for the scope defined is valid for a period of 30 days from the
proposal due date. Beyond 30 days, Chambers Group reserves the right to reevaluate the costs.
• Except as expressly provided to the contrary in CLIENT's contract, Chambers Group's Terms and
Conditions shall apply.
• Chambers Group staff that are promoted to a different billing category while working on the Project
will be invoiced at the new category rate, however, the overall contract cost to CLIENT will not change
for the agree upon work.
• Chambers Group assumes participation in all CLIENT meetings pertaining in any way to its scope of
work, and cannot be responsible for Project commitments or Project assignments that are made
without Chambers Group's participation and concurrence.
AUTHORIZATION
This letter was prepared by Chambers Group solely for your internal use in evaluating Chambers Group's
business proposal and deciding whether or not to contract with Chambers Group to perform the services
described above. Chambers Group considers the pricing and other business information the property of
Chambers Group. This proposal and the information contained herein shall not be used for any purpose
other than as specifically stated and shall not be disclosed to any other party without Chambers Group's
written consent.
If CLIENT 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.
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 one of the copies of 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.
CHAMBERS
'i�l`� GROUP
David Spitz
March 11, 2016
Page 5
Thank you for the opportunity to provide this proposal to the City. We look forward to continuing to work
with you. Please call me at (949) 261 -5414 extension 7289 if you have any questions or comments regarding
this proposal.
Sincerely,
Authorized By:
CHAMBERS GROUP, INC. City of Seal Beach
L a Louie
Senior Project Manager
Attachments — Commercial Terms, General Conditions
Signature
Date
= ` = CHAMBERS
/ /t�� GROUP
David Spitz
March 11, 2016
GENERAL CONDITIONS
1.0 Services to be Performed by Chambers Group, Inc. Chambers Group, Inc. (CHAMBERS) shall perform consulting
services ( "Services ") in accordance with its proposal or in accordance with the Scope of Work agreed upon by the Parties.
Upon execution by the Parties, each Scope of Work, together with this Agreement, shall be taken to constitute a separate
contract.
1.1 Invoicing and Payment. The CLIENT will pay CHAMBERS for performance of CHAMBERS' Services, in accordance
with the payment terms set forth in the Scope of Work pertaining to such Services. CHAMBERS' fee schedules are revised
annually. The fee schedule in effect at the time the Services are performed shall apply to the Services.
CHAMBERS shall invoice CLIENT monthly for its Services, unless another invoicing schedule is set forth in the applicable Scope
of Work. Invoices are due upon presentation and are past -due thirty (30) days from the date of the invoice. Should any
invoice for payment remain outstanding for sixty (60) days or more, CLIENT agrees that CHAMBERS may suspend Services
and /or demand prepayment of fees at CHAMBERS' option. In instances where CHAMBERS is acting in a subcontractor
relationship, the CLIENT will pay CHAMBERS within ten (10) days from receipt of payment from CLIENT or within sixty (60)
days whichever is earlier. In the event of a dispute over payment, CLIENT shall pay all undisputed amounts in accordance with
this Agreement. CLIENT agrees to pay a service charge of one and one -half (1 -1/2) percent per month, compounded monthly
from the past due date of the invoice, on past due accounts, subject to any limitations imposed by applicable usury laws.
Notwithstanding and in addition to the provisions of the paragraph entitled "Disputes' in the event that it becomes necessary
for CHAMBERS to contract for collection services to obtain payment of amounts due under this Agreement, CHAMBERS shall
be entitled to reasonable collection costs.
CLIENT's default or delay in making timely payments relieves CHAMBERS from CHAMBERS' obligations, if any, to: (i) provide
payment to any lower- tiered subcontractors and suppliers; (ii) remove liens and stop notices if they occur; and (iii) indemnify
the CLIENT for any payments he or she must make to lien claimants. In the event that CLIENT is entitled to and does settle any
lien claim that arises in connection with the Project, CLIENT may recover from CHAMBERS no more than the amount actually
expended by the CLIENT to settle the claim.
CHAMBERS has and will continue to use all reasonable care to assure that assumptions used to prepare estimates of price
and schedule are realistic, but schedule and cost will necessarily change if the assumptions prove to be inaccurate as a result
of unforeseen or unpredictable events.
If at any time CHAMBERS or its officers or employees should be required or requested to prepare for or give expert or witness
testimony or otherwise participate in a judicial or administrative proceeding involving the CLIENT or concerning matters in
any way related to the Services under any Scope of Work, CLIENT agrees that such activities shall be deemed an approved
change to the Scope of Work.
1.2 Retainer. CHAMBERS reserves the right to charge CLIENT a retainer. Retainer will be held and used to offset the final
invoice for CHAMBERS' services.
1.3 Performance of Services. CHAMBERS shall perform its Services in accordance with the standards of care and
diligence customarily practiced by members of the profession performing professional consulting services of a similar nature.
If, during the one (1) year period following completion or termination of Services, whichever is earlier, under the applicable
Scope of Work, it is shown that there is an error in the Services as a result of CHAMBERS' failure to perform the Services in
accordance with the above standard, and CLIENT has notified CHAMBERS in writing of the error within such one year period,
CHAMBERS shall re- perform, at no cost to CLIENT, such corrective Services within the original Scope of Work, as may be
necessary to remedy such error and to conform the Services to the above stated standard.
CHAMBERS shall, for the protection of CLIENT, demand available warranties, indemnities and guarantees with respect to
machinery, equipment, materials and services from all vendors and subcontractors with who CHAMBERS contracts, and shall
render all reasonable assistance to CLIENT for the purpose of enforcing the same.
Except as expressly stated above, CHAMBERS makes no other warranty, expressed or implied, concerning any materials or
services furnished pursuant to this agreement.
P"'ef
CHAMBERS
//N GROUP
David Spitz
March 11, 2016
Page 7
1.4 Indemnity. CHAMBERS shall release, indemnify and hold CLIENT harmless from and against any and all claims,
demands, losses, expenses and causes of action resulting from or arising out of a failure of CHAMBERS to: (a) comply in
material respects with federal, state and local laws and regulations applicable to the Services; or (b) bodily injury or death of
persons, or damage to or destruction of property to the extent that the same results from the negligence or willful
misconduct of CHAMBERS, its employees, officers or agents while engaged in the performance of the Services.
1.5 Limitations. For any errors, omissions or other acts, including any damages based in contract, tort or other causes of
action, CHAMBERS' liability, including that of its employees, agents, and officers shall not exceed amounts recovered under
the scope and limits of CHAMBERS' insurance, described in the Paragraph entitled "Insurance' below, plus CHAMBERS'
undertaking to correct errors, as stated in the Paragraph entitled "Performance of Services," above.
CLIENT shall release, defend, indemnify and hold CHAMBERS and its employees, officers and agents harmless from and
against any and all other claims, demands, losses and causes of action.
1.6 Insurance. Commencing with performance of the Services, and for the entire term of this Agreement, CHAMBERS
shall maintain the following insurance, and shall, upon the request of CLIENT, furnish copies of insurance certificates
evidencing the following coverages:
TYPE AND LIMITS
Workers' Compensation: Statutory Limits
Employer's Liability: $1,000,000 per occurrence
Commercial Liability Insurance, including Contractual Liability, Property Damage, Bodily Injury and Death and Automobile
Liability, $1,000,000 combined single limit, $1,000,000 annual aggregate
1.7 Changes. In the event CLIENT desires to make changes in the Services and so notifies CHAMBERS, CHAMBERS will
perform such changes and additional work pursuant to the terms, conditions and pricing of this Agreement and the
applicable Scope of Work. CLIENT acknowledges that the individual signing this Agreement on its behalf, or any authorized
representative of CLIENT, may amend or change any Scope of Work.
1.8 Termination. Either Party may, prior to completion and without cause, terminate the Services under any or all
Scopes of Work at any time upon five (5) working days' written notice to the other. In event that CLIENT terminates this
Agreement without cause; CHAMBERS shall be paid for Services performed to the date of termination plus non- cancelable
commitments entered into prior to CHAMBERS' receipt of notice of termination, and actual, reasonable, termination costs.
1.9 Term. The term of this Agreement is one year from its effective date; however, this Agreement shall automatically
be renewed for consecutive one -year terms unless terminated by either Party. Termination shall not affect the rights,
obligations and remedies of the parties.
1.10 Disputes. Anything herein to the contrary notwithstanding, any claim, dispute or other matter in controversy
(herein called "dispute "), whether based on contract, tort, statute, or other legal theory (including but not limited to any
claim of fraud or misrepresentation), arising out of or related to the Agreement, or breach thereof, shall be settled according
to the procedures set forth in this "Disputes' Paragraph exclusively; provided, however, that (1) either party may seek
preliminary judicial relief if, in its judgment, such action is necessary to avoid irreparable damage during the pendency of such
procedures; and (2) nothing in this "Disputes" paragraph shall prevent either party from exercising the rights of termination
or suspension set forth in the paragraphs within this Agreement entitled "Invoicing and Payment" or "Termination." Despite
such judicial relief, termination or suspension, the Parties shall continue to participate in good faith in the procedures set
forth in the paragraph entitled "Disputes." All negotiations and mediations conducted under this paragraph will be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence.
1.10.1 Notice. Any Party may give the other Party written notice of any dispute not resolved in the normal course
of business ( "notice of dispute "). Within fifteen (15) days after delivery of the notice of dispute, the receiving Party shall
submit to the other a written response. The notice and response shall include: (a) a statement of each Party's position and a
summary of arguments supporting that position, and (b) the name and title of the executive who will represent that Party
= = CHAMBERS
"ifP� GROUP
David Spitz
March 11, 2016
and of any other person who will accompany the executive. Within twenty (20) days after delivery of the notice of dispute,
the executives of both Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one Party to the other
will be honored,
1.10.2 Mediation. If the dispute has not been resolved by direct negotiations within thirty (30) days of the
disputing Party's notice, or if the Parties failed to meet within twenty (20) days, the Parties shall endeavor to settle the
dispute by mediation in Orange County or Los Angeles, California according to California law regarding confidentiality of
mediation procedures and other procedures set by the parties. If the parties are unable to agree upon mediation procedures
within the same thirty- (30) day period, the mediation shall be administered by the American Arbitration Association ( "AAA ")
under its Commercial Mediation Rules in effect on the date of the notice of dispute to AAA. The costs of mediation shall be
borne equally by the Parties.
1.10.2.1 Unless otherwise agreed in writing by the Parties, mediation will be commenced by notice of
demand for mediation served by either Party upon the other in the same manner as otherwise provided for notice in this
Agreement, and with the AAA within ten (10) days after the expiration of the period set forth in the subparagraph entitled
"Mediation" above.
1.10.3 Arbitration. If the Parties have attempted in good faith to resolve the dispute by executive negotiations,
mediation is initiated and the dispute remains unresolved thirty (30) days after mediation is initiated, or on whatever date
the mediator sooner determines, or the Parties sooner agree in writing, that the dispute cannot be resolved by mediation,
the dispute shall be settled by arbitration in Orange County, California under the then current Commercial Rules of
Arbitration ( "Rules ") of the AAA, as supplemented or modified by this Agreement.
1.10.3.1 In the event that all or a portion of the dispute is the responsibility in whole or in part of a person
or entity who is under no obligation to arbitrate such matter with the Parties in the same proceeding, the Parties shall delay
or stay arbitration between them pending the determination, in a separate proceeding, of the responsibility and liability of
such person or entity. Each Party agrees that any arbitration instituted by them under this subparagraph entitled
"Arbitration," may, at the election of the other Party, be consolidated with any other arbitration proceeding involving a
common question of fact or law between the electing Party and any other persons or entities. In any dispute concerning the
application of this subparagraph entitled "Arbitration," the question of arbitrability shall be decided by the appropriate court
and not by arbitration.
1.10.3.2 There shall be a single arbitrator appointed according to the Rules. If the Parties fail to select an
arbitrator within ten (10) days after a demand for arbitration, AAA shall select the arbitrator. The arbitrator shall be neutral
and must be knowledgeable in the subject matter of the dispute. The mediator who has served in that capacity under the
Subparagraph entitled "Mediation" above shall not be eligible to serve as arbitrator.
1.10.3.3 In advance of the hearing, the arbitrator may compel the Parties to exchange a detailed
statement of their claims, including the names and addresses of the witnesses and a brief description of the documents on
which they intend to rely. The arbitrator may exclude from the hearing the introduction of any evidence or the testimony of
any witness not disclosed to the other Party in advance as ordered by the arbitrator. The arbitrator may also permit the oral
depositions of the Parties to be taken. However, there shall be no other pre- hearing discovery unless and then only to the
extent that all Parties otherwise agree in writing.
1.10.3.4 Except for good cause, or in case of emergency, the arbitration hearing shall commence within
thirty (30) days after the notice of demand for arbitration is given and shall, except for unusual and unanticipated
circumstances, proceed during each business day thereafter until concluded.
1.10.3.5 The award may not grant any relief that could not be granted in court litigation to resolve the
dispute under the law of the place governing the substance of the dispute. A monetary award may only be made for
compensatory damages, and if any other damages (whether exemplary, punitive, consequential or other) are included, the
award shall be vacated and remanded, or modified or corrected as appropriate to promote this damage limitation. The
arbitrator shall award the prevailing party in the arbitration its reasonable attorneys' fees and costs incurred in connection
with the arbitration. Any Party who succeeds, by claim or counterclaim, in court proceedings to stay litigation or compel
CHAMBERS
% /�N` GROUP
David Spitz
March 11, 2016
Page 9
arbitration shall also be entitled to recover all costs incurred in connection with such proceedings, including attorneys' fees to
be awarded by the court. In addition, the arbitrator shall award the costs of administration by AAA as he or she may in his or
her judgment decide.
1.10.3.6 Except as otherwise expressly provided in this subparagraph entitled "Arbitration," the award
rendered by the arbitrator shall be final and judgment may be entered upon it in any court having jurisdiction. However,
within fifteen (15) days after the date of the arbitration award, either Party may request the arbitrator to correct clerical,
typographical or computational errors in the award and to make an additional award as to claims presented in the arbitration
proceedings but not dealt with in the award.
1.10.3.7 Either Party can appeal to the U.S. District Court for the Southern District of California, if such
court has jurisdiction, and otherwise to any state court of record in California having jurisdiction, to vacate and remand, or
modify or correct the arbitration award: (a) for any grounds specified in this subparagraph entitled "Arbitration ", or (b) if
there is no substantial evidence to support the facts found in the arbitration award.
1.10.4 All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the
procedures specified in this Paragraph entitled "Disputes" are pending. The Parties will take such action, if any, required to
effectuate such tolling.
GENERAL PROVISIONS
2.0 Severability. If any provision of this Agreement is finally determined to be contrary to, prohibited by, or invalid
under applicable laws or regulations, such provision will be renegotiated so as to give effect to the intent of the Parties to the
maximum possible extent. Such determination and renegotiation shall not affect or invalidate the remaining provisions of this
Agreement.
2.1 Use of Reports or Services. CHAMBERS' opinions, reports or Services may not be utilized in prospectuses, proxy
solicitations, loan applications, or other documents or transactions reasonably expected to influence investment decisions
without CHAMBERS' prior written consent. Nothing contained in or relating to the formation of this Agreement is intended to
make any person or entity who is not a signatory to the Agreement a third party beneficiary. No one other than CLIENT shall
be entitled to use and rely on the opinions, Services or reports produced hereunder.
2.2 Execution and Counterparts; Assignment. This Agreement and any Scope of Work may be executed and delivered in
two or more counterparts and by each Party hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and both of which taken together shall constitute but one and the same instrument. This
Agreement may not be assigned by one Party without the consent of the other.
2.3 Remedies, Choice of Law. Neither Party shall be held liable for indirect or consequential damages of any nature
whatsoever, howsoever arising. The obligations, responsibilities, warranties and liabilities of the Parties with respect to the
Services shall be solely those expressly set forth in this Agreement. Remedies and limitations on liability shall apply regardless
of whether an action is brought in contract, or is based on either Party's negligence, strict liability or another theory of law.
The limitations stated in this Agreement extend collectively to the Parties' partners, joint venturers, licensors, insurers, and
affiliates. CLIENT and CHAMBERS agree that any legal action with respect to the Services to be performed under this
agreement shall be brought solely against the Parties, and not against affiliated companies, individual officers, employees or
former employees of the Parties. This Agreement shall be governed by California law.
2.4 Confidentiality. CHAMBERS agrees to hold in confidence and not to use or disclose to any third party without the
written consent of CLIENT any and all information relating directly to the Services provided, except as required by law or
regulation, or as needed to carry out work under this Agreement. This obligation of confidentiality shall expire five (5) years
after completion or termination of the Services under the applicable Scope of Work, and shall not apply to: (a) information in
CHAMBERS' possession or known to CHAMBERS prior to its receipt in connection with this Agreement or the Services; (b)
information independently developed by CHAMBERS at no cost to CLIENT and without the use of CLIENT's confidential
information; (c) information which is or becomes public knowledge through no fault of CHAMBERS; and (d) information which
is or becomes available on an unrestricted basis from a third party which CHAMBERS has no reason to believe has an
obligation of confidentiality.
CHAMBERS
/Ih� GROUP
David Spitz
March 11, 2016
Page 10
2.5 Ownership of Records. The transfer of ownership of records, documents, plans, and other project related material
will take place after the invoices are paid in full. Until then, the documents, etc. remain the property of CHAMBERS subject to
paragraph 2.4, above, all reports, logs, field data, field notes, calculations, estimates and other documents prepared by
CHAMBERS under this Agreement shall remain the property of CLIENT after receipt of final payment. CHAMBERS shall be
entitled to maintain file copies, subject to CHAMBERS' confidentiality agreement set forth in paragraph 2.4 above. CLIENT
shall not, except with CHAMBERS' prior written consent, utilize the same on other projects. Inventions or software conceived
or developed by employees of CHAMBERS in the course of the Services shall belong exclusively to CHAMBERS.
2.6 Force Majeure. Unless otherwise specified in this Agreement, CHAMBERS shall be obligated to perform its Services
within a reasonable period of time. Schedules are estimates only. CHAMBERS shall not be responsible for delays in the
completion of the Services if such delays are created by reason of any unforeseen cause or causes beyond CHAMBERS'
reasonable control, including, but not restricted to acts of God or the public enemy, acts or delays of governmental or
regulatory bodies, acts or delays of other contractors or CLIENT, fire, floods, epidemics, riots, quarantine restrictions, strikes,
civil insurrections, freight embargoes, and unusually severe weather. In the event of delay due to any such cause, CHAMBERS
shall be paid by CLIENT only for actual out -of- pocket costs occasioned by such delay, including standby costs, as a pre -
authorized change in the Scope of Work.
2.7 Compliance. CHAMBERS agrees to perform its Services in accordance with all applicable laws and regulations which
are in force and effect at the time of performance.
2.8 Information Obtained from Others. The parties agree that CHAMBERS will be supplied with certain information
and /or data by CLIENT and /or others, and that CHAMBERS will rely on same. CHAMBERS shall not be responsible for verifying
the accuracy of such information, unless the applicable Scope of Work provides for verification by CHAMBERS.
2.9 Provision of Information. CLIENT shall immediately notify CHAMBERS in writing of any new data, information or
knowledge in the possession of or known to CLIENT relating or relevant to performance of the Services. CLIENT recognizes
that new information may require revision of CHAMBERS' opinions or analyses.
2.10 Timely Review and Comment. CLIENT shall promptly review all documents, reports, data and recommendations
submitted by CHAMBERS and shall communicate with CHAMBERS to avoid delay in the performance of the Services.
2.11 Headings and Construction. Article and paragraph headings do not affect meaning. Neither Party hereto nor shall its
respective counsel be deemed the drafter of this Agreement. The language in all parts of this Agreement shall in all cases be
construed according to its fair meaning and not strictly for or against any Party hereto.
2.12 Independent Contractor. CHAMBERS shall perform its Services as an independent contractor and not an employee
or agent of CLIENT.
2.13 Notice. All notices and demands which any Party is required or desires to give to any other shall be given in writing
by telefax, personal delivery or by express courier service or by certified mail, return receipt requested, to the address set
forth below for the respective Party, to the attention of the respective designated representative. If any Party gives notice of
a change of name or address, notices to that Party shall thereafter be given as demanded in that notice. All notices and
demands given by telefax, personal delivery or by express overnight courier service shall be effective upon receipt at the
address given in the Scope of Work for Notices; all notices given by mail shall be effective on the third business day after
mailing to the receiving Party's representative.
2.14 Access. CLIENT warrants that it has or will obtain timely access for CHAMBERS to all necessary areas of the location
and any other property necessary for the performance of the Services.
2.15 Site Characteristics and Hazards. CLIENT will provide CHAMBERS with all relevant information available concerning
the location which could affect the Services. CHAMBERS will use all reasonable care to minimize damage to the location and
other properties, but has included only customary site cleanup in the Scope of Work.
2.16 Incorporation by Reference. In the event that the Scope of Work includes field work or requires services involving
hazardous substances,. Appendix B hereto shall apply, and is incorporated herein by this reference.
CHAMBERS
/ /l� GROUP
11ITJ) t� .
v4
April 11, 2016
Chambers Group, Inc.
5 Hutton Centre Drive, Suite 750
Santa Ana, CA 92707
Attn: Lisa Louie, Project Manager
RE: Professional Services Agreement for
Lower Santa Ana River Sand Management Project
CEQA Addendum for Each Beach
Dear Lisa:
CITY HALL
211 EIGHTH STREET
SEAL BEACH, CA 90740
(562) 431 -2527
www.sealbeachca.gov
Enclosed is one copy of the above referenced agreement. We have retained a copy for
our files.
If you have any questions regarding same, please contact the City Clerk's office at 562-
431 -2527, Ext. 1305.
Sincerely,
Winnie Bell
Part-Time Executive Assistant
City Clerk's Office
City of Seal Beach
wbell(a)sealbeachca.cwv
562 - 431 -2527 Ext.1304
Enclosure