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AGREEMENT FOR CONSULTING SERVICES - HELLMAN
RANCH SPECIFIC PLAN EIR PREPARATION
1 THIS AGREEMENT, is made and entered into this /0 day of
2 l� f1 %' ` , 1996, by and between the CITY OF SEAL BEACH (hereinafter called
3 "CITY "), and P &D ENVIRONMENTAL SERVICES, (hereinafter called "CONSULTANT ").
4 RECITALS
5 WHEREAS, the approval of a ! /e L/ A. (the "project ") for a
6 parcel of land located in the City of Seal Beach has been requested by Hellman Properties, (the
7 "developer "); and
8 WHEREAS, the California Environmental Quality Act, the State EIR Guidelines,
9 and the CITY's local EIR Guidelines require the preparation of an Environmental Impact Report
10 (hereinafter "EIR ") prior to the CITY' s decision on the project; and
11 WHEREAS, CONSULTANT represents that it is able to prepare the EIR in
12 conformance with all applicable laws and guidelines;
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 NOW, THEREFORE, the parties agree as follows:
2 Section 1. Consultant's Services. CONSULTANT agrees to
3 perform professional services in connection with the project as set forth in the Statement of
4 Work set forth in Exhibit A hereto, which is incorporated herein by this reference. Further
5 CONSULTANT agrees to perform the following services:
6 (a) CONSULTANT shall prepare an Environmental Impact Report
7 (EIR) for CITY on the project known as the Hellman Ranch Project and other materials related
8 to the project on file with the CITY. Such materials shall be made available to CONSULTANT.
9 The EIR shall be prepared in compliance with all applicable laws including Chapter 7C and
10 Articles 17 and 29.5 of Chapter 28 of the Code of the CITY, as amended, the California
11 Environmental Quality Act (hereinafter referred to as "CEQA "), as amended, and the State EIR
12 Guidelines, as amended.
13 If changes to existing laws, rules, regulations or policies of any
14 state, federal or local governmental authority having jurisdiction over the project occur during
15 the term of this Agreement that require modification of the EIR, CONSULTANT will perform
16 such additional services on a time - and - materials basis.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 (b) When requested, CONSULTANT shall attend and participate in
2 meetings with CITY staff and public hearings before the CITY' s Environmental Quality Control
3 Board, Planning Commission and City Council which involve the EIR. Included within the
4 compensation provided for pursuant to Section 3 of this Agreement, are the following:
5 (1) Initiation meeting with CITY staff, property owner,
6 developer and consulting team;
7 (2) Up to five (5) technical coordination meetings, including
8 three (3) meetings with staff /property owner /developer and two (2) meetings with other involved
9 public agencies; and
10 (3) Up to eight hearings or public meetings which include one
11 (1) scoping session and one (1) public hearing with the Environmental Quality Control Board,
12 three (3) Planning Commission meetings, and three (3) City Council meetings.
13 For additional meetings which CONSULTANT is requested to attend by CITY,
14 CONSULTANT shall be compensated at the rate set forth in the "Schedule of Fees" attached
15 hereto as Exhibit B and incorporated herein by reference.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 (c) CONSULTANT shall supply CITY with at least
2 the following documents:
3 Product Copies
4 Notice of Preparation/
5 Initial Study (NOP /IS) 1
6 Screencheck Draft Environmental 7
7 Impact Report (SEIR)
8 Notice of Completion (NOC) 1
9 Draft Environmental Impact 40
10 Report (DEIR)
11 Final Environmental Impact 25
12 Report (FEIR)
13 Notice of Determination (NOD) 1
14 (d) CONSULTANT shall respond in writing, in the manner required
15 by CEQA and the State and local Guidelines, to those comments raised by CITY's staff and
16 public review of the Draft EIR, in order to facilitate the completion of the Final
17 EIR.
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Consultant Agreement -- P&D Environmental Services
Hellman Ranch EIR
November, 1996
1 Section 2. Time of Performance. CONSULTANT shall timely perform
2 such services as follows:
3 (a) The "Draft Notice of Preparation /Initial Study (NOP /IS)" shall be
4 completed'and delivered to CITY' s staff and property owner /developer for review within fifteen
5 (15) days of receipt by CONSULTANT of the properly executed copies of this Agreement.
6 (b) The CITY and property owner /developer shall respond in writing
7 with any comments or corrections to the "Draft Notice of Preparation/Initial Study (NOP /IS)"
8 within ten (10) days of receipt from CONSULTANT.'
9 (c) The "Final Notice of Preparation /Initial Study (NOP /IS)" shall be
10 completed and delivered to CITY's staff and property owner /developer within five (5) days of
11 receipt by CONSULTANT of the comments by CITY and property owner /developer on the
12 "Draft NOP /IS ". CONSULTANT shall be responsible for distribution of the Final NOP /IS to
13 all appropriate agencies and persons.
14 (d) The Screencheck Draft EIR shall be completed and delivered to
15 CITY's staff and property owner/ developer for review within ninety (90) days of delivery to
16 CITY of the Final Notice of Preparation /Initial Study.
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Consultant Agreement -- P&D Environmental Services
Hellman Ranch EIR
November, 1996
1 (e) CITY staff comments on the Screencheck Draft EIR shall be
2 delivered to CONSULTANT within twenty (20) days following delivery of such Screencheck
3 Draft EIR to the CITY.
4 (f) The Draft EIR shall be completed and delivered to CITY within ten
5 (10) days of receipt by CONSULTANT of CITY comments.
6 (g) The Final EIR shall be completed and delivered to CITY within
7 twenty (20) days after the end of the forty -five (45) day review period of the Draft EIR.
8 The foregoing time schedule may be modified by the mutual written consent of
9 the parties hereto.
10 Section 3. Compensation. CITY agrees to compensate CONSULTANT,
11 and CONSULTANT agrees to perform the tasks and deliver the products outlined in Exhibit A
12 for a fixed fee not to exceed $ 132,000.00.
13 Not included in this fixed fee are the costs incurred for attending meetings beyond
14 those specified in Section 1. (b) of this contract, the unavailability of key data such as traffic
15 volumes, analysis of key issues in addition to those identified in Exhibit A, changes in the
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 project description, plans or scope of work requiring reanalysis or rewriting of report sections,
2 additional alternatives or an expanded evaluation of project alternatives, printing additional
3 copies of any document specified in Exhibit A, and comments on the Screencheck Draft EIR or
4 Draft EIR requiring more than the time budgeted.
5 These additional expenses will be charged on a time and materials basis at the rate
6 set forth in Exhibit B.
7 Reimbursable expenses shall mean necessary out -of- pocket expenses incurred by
8 the CONSULTANT in the performance of this Agreement for postage, printing and duplication
9 costs, and messenger costs. Reimbursable expenses shall be billable at the actual costs
10 reasonably incurred therefor, plus a 10 % surcharge.
11 Within ten (10) days after the last day of any month, the CONSULTANT shall
12 submit an invoice to the CITY itemizing tasks performed and reimbursable expenses. CITY shall
13 pay within thirty (30) days of receipt the amount set forth in monthly statements submitted to
14 CITY by CONSULTANT describing in reasonable and understandable detail the services
15 rendered, and fees charged and expenses incurred by CONSULTANT during the previous month
16 in accordance with the billing standards set forth in Exhibit B.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 If CONSULTANT is requested by CITY to revise or supplement the Draft EIR
2 with additional data, information or analyses solely as a result of the Draft EIR's failure to
3 comply with the requirements of CEQA, or the State or local CEQA Guidelines,
4 CONSULTANT shall provide such revision or supplement at no additional cost to the CITY.
5 Section 4. Independent Contractor. CONSULTANT will act hereunder as
6 an independent contractor. This Agreement shall not and is not intended to constitute
7 CONSULTANT as an agent, servant, or employee of the CITY and shall not and is not intended
8 to create the relationship of partnership, joint venture or association between the CITY and
9 CONSULTANT.
10 Section 5. Assignment. CONSULTANT shall not assign, delegate, transfer
11 or hypothecate this Agreement or any interest therein directly or indirectly by operation of law
12 or otherwise without the prior written consent of the CITY. Any attempt to do so without such
13 consent shall be null and void and confer no right on any third party.
14 Section 6. Document Ownership. CITY and CONSULTANT agree that
15 any and all documents, studies or plans prepared as a result of this Agreement shall be the sole
16 property of CITY. All reports, information, data and exhibits prepared or assembled by
17 CONSULTANT in connection with the performance of its services pursuant to this Agreement
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 are confidential until released by CITY to the public and CONSULTANT agrees that they shall
2 not be made available to any individual or organization without prior written consent of the
3 CITY prior to such release. All such reports, information, data and exhibits shall be delivered
4 to CITY upon demand without additional cost or expense to CITY. The Draft EIR and Final EIR
5 shall be provided to CITY in hard copy reproducible form and also in Word Perfect 5.0 or 5.1
6 format. All charts, tables, figures, and maps which are prepared with computer -based mapping
7 or spread -sheet programs shall be provided to CITY in a format acceptable to CITY.
8 CONSULTANT shall retain unlimited rights to the future use of reports and data produced as
9 a result of this agreement.
10 Section 7. City: Liaison. CONSULTANT shall perform under the
11 general supervision of the City Manager of CITY or his designee, and all communications,
12 instructions and directions on the part of the CITY shall be communicated exclusively through
13 the City Manager or his designee.
14 Section 8. Personnel. Sylvia M. Salenius, Vice President shall be assigned
15 to, and shall have direct responsibility for management of the project. No change shall be made
16 in this assignment without the prior written approval of the CITY. CONSULTANT may secure,
17 at CONSULTANT's sole cost and expense, such other persons as may, in the opinion of
18 CONSULTANT, be needed to comply with the terms of this Agreement. If such persons are
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 retained by CONSULTANT, CONSULTANT warrants that such persons shall be fully qualified
2 under applicable State, Federal and local law to perform the services for which CONSULTANT
3 retains them.
4 In addition to personnel employed directly by the CONSULTANT, CONSULTANT shall
5 have the right to engage such subcontractors as it may deem necessary to the performance of its
6 services hereunder with the prior approval of the CITY, which approval shall not be
7 unreasonably withheld.
8 Section 9. Data and Services to be Furnished by City. All information,
9 data, records, and maps as are in possession of CITY and necessary for the carrying out of this
10 work shall be available to CONSULTANT without charge.
11 Section 10. Insurance. The CONSULTANT agrees to maintain at its
12 expense, during the term of this Agreement, all necessary insurance for its employees engaged
13 in the performance of this Agreement, including, but not limited to, workers' compensation
14 insurance, and to provide the CITY with satisfactory evidence of such insurance coverage upon
15 the CITY's request.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 CONSULTANT further agrees that a clause substantially similar to this section will be
2 included in any subcontract executed under this contract.
3 CONSULTANT agrees to maintain in full force and effect during the term of this
4 Agreement commercial general and automobile liability insurance with limits of not less than
5 $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of any one
6 occurrence, and $500,000 for property damages or a combined single limit of $1,000,000. Such
7 insurance shall indemnify the CITY from all liability from loss, damage, or injury to persons
8 or to property arising from negligence by CONSULTANT in the performance of services under
9 this Agreement.
10 Such insurance policy shall include a severability of interests clause substantially similar
11 to the following: "The insurance afforded by this policy applies separately to each insured
12 against whom a claim or suit is made or suit is brought, except with respect to the limit of the
13 insurer's liability ".
14 Such insurance shall be primary to any other similar insurance and shall name the City
15 of Seal Beach, its officers, agents and employees, as additional insureds. The insurance policy
16 shall contain a provision that prohibits cancellation, modification, or lapse without thirty (30)
17 days' prior written notice to the CITY. The insurance certificate evidencing such insurance shall
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 be submitted to the CITY for review and thereafter the CITY shall have the right to approve or
2 disapprove any insurance procured by CONSULTANT under the standards of this section.
3 Further, CONSULTANT agrees to maintain in full force and effect during the term of
4 this Agreement professional errors and omissions insurance in an amount not less than $500,000.
5 Procurement of insurance by CONSULTANT shall not be construed as a limitation of
6 CONSULTANT's liability or as full performance of CONSULTANT's duties to indemnify, hold
7 harmless, and defend under this Agreement. Notwithstanding procurement of insurance by
8 CONSULTANT, CONSULTANT's duties to indemnify, hold harmless, and defend under this
9 Agreement shall be for the full and total amount of any damage, injury, or loss caused by or
10 incident to CONSULTANT's acts or omissions under this Agreement.
11 Section 11. Indemnification. CONSULTANT agrees to indemnify and hold
12 harmless the CITY, its officers, agents, and employees from and against any and all liability or
13 expense, including' defense costs and legal fees, and claims for damages of any nature
14 whatsoever, including but not limited to, bodily injury, death, personal injury, or property
15 damage arising from or connected with CONSULTANT's operations or its services hereunder
16 resulting from CONSULTANT's reckless or negligent acts, errors, or omissions or
17 CONSULTANT's willful misconduct.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 Section 12. Termination. The executory provisions of this Agreement may be
2 terminated by CITY upon ten (10) days' written notice to the CONSULTANT without further
3 action by the CITY. The executory provisions of this Agreement may be terminated by the
4 CONSULTANT upon thirty (30) days' written notice to the CITY. In the event of such
5 termination by the CITY, the CITY shall pay the CONSULTANT for work completed to the
6 date of such termination, provided such work is in a form useable to the CITY.
7 Section 13. Notice. Any notice required to be given to the
8 CONSULTANT shall be deemed duly and properly given upon delivery, if sent to
9 CONSULTANT postage prepaid to:
10 P &D Environmental Services
11 Attn: Sylvia M. Salenius, Vice President
12 1100 Town and Country Road, Suite 300
13 Orange, CA 92868
14 or personally delivered to CONSULTANT at such address or other address specified to the
15 CITY in writing by CONSULTANT.
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 Any notice required to be given to the CITY shall be deemed duly and properly
2 given upon delivery, if sent to the CITY postage prepaid to:
3 City of Seal Beach
4 Director of Development Services
5 211 Eighth Street
6 Seal Beach, Ca. 90740
7 or personally delivered to CITY at such address or other address specified to the
8 CONSULTANT in writing by the CITY.
9 Section 14. Entire Agreement. This Agreement, together with Exhibit A
10 hereto, constitutes the entire agreement between the parties. The CITY and the CONSULTANT
11 hereby acknowledge that they have neither made not accepted any other promise or obligation
12 with respect to the subject matter of this Agreement.
13 Section 15. Conflict of Interest. CONSULTANT hereby warrants for itself,
14 its employees, and subcontractors that those persons presently have no interest and shall not
15 obtain any interest, direct or indirect, which would conflict in any manner with the performance
16 of the services contemplated by this Agreement. No person having such conflicting interest shall
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 be employed by or associated with CONSULTANT in connection with this project.
2 CONSULTANT hereby warrants for itself, its employees, and subcontractors that no such
3 person shall engage in any conduct which would constitute a conflict of interest under any CITY
4 ordinance, state law or federal statute. CONSULTANT agrees that a clause substantially similar
5 to this section shall be incorporated into any subagreement which CONSULTANT executes in
6 connection with the performance of this Agreement.
7 CONSULTANT hereby agrees that for a period of two years following the termination
8 of this Agreement, it shall not represent or consult with, accept employment or contract with,
9 any person or entity, except the CITY, with respect to an application to the CITY for a variance,
10 conditional use permit, subdivision or parcel map, zone change, general plan amendment or any
11 other land use approval concerning the property subject to the above mentioned applications
12 whereof the CITY or any of its agencies renders its decision in any quasi-judicial or legislative
13 capacity. CONSULTANT agrees that a clause substantially similar to this section shall be
14 incorporated into any subagreement which CONSULTANT executes in connection with the
15 performance of this Agreement.
16 Section 16. Breach of Agreement. No breach of any provision of this
17 Agreement can be waived unless in writing. Waiver of any one breach of any provision shall
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Consultant Agreement -- P &D Environmental Services
Hellman Ranch EIR
November, 1996
1 not be deemed to be a waiver of any other breach of the same or any other provision of this
2 Agreement.
3 Section 17. Litigation Costs. Should any dispute under this Agreement lead
4 to litigation, the prevailing party shall be entitled to reasonable attorneys' fees for the
5 prosecution of the action.
6 EXECUTED on the day and year first above stated.
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"CONSULTANT" P &D ENVIRONMENTAL SERVICES
Name of Firm
B Ate,
lvia u • , en
Vice Pr 1 sident
"CITY" CITY OF SEAL BEACH
By 11,1_
City Manager
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Consultant Agreement -- P&D Environmental Services
Hellman Ranch EIR
November, 1996
ATTEST: APPROVED AS TO FORM:
• 4717,
Clerk ity Attorney
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