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HomeMy WebLinkAboutShort Form of Agreement DraftSHORT FORM OF AGREEMENT BETWEEN CITY AND CONSULTANT FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of JULY 1, 2012 ( "Effective Date ") between CITY OF LAKE ELSINORE ( "City ") and THE ALTUM GROUP ( "Consultant ") Consultant agrees to provide the services described below to City for PLANNING SERVICES ( "Project "). Description of Consultant's Services: PLANNING SERVICES DESCRIBED BELOW WILL BE TrROVIDED BY RICHARD J. MACHOTT AT A RATE OF $75.00 PER HOUR AND $0.555 PER MILE OR PREVAILING STANDARD MILEAGE REIMBURSEMENT RATE (FOR MILEAGE INCURRED ON CITY BUSINESS) WHICHEVER IS HIGHER. HOURS ARE PROVIDED AS NECESSARY. TO CARRY OUT PROJECT LOADS CONTINGENT UPON APPROVAL OF THE CITY, MANAGER OR THE DIRECTOR OF COMMUNITY DEVELOPMENT. SERVICES INCLUDE BUT ARE NOT LIMITED TO: MANAGEMENT OF A VARIETY OF LAND USE PROJECTS; MEETINGS WITH PROJECT APPLICANTS, CITY�STAFF, PLANNING COMMISSION AND CITY COUNCIL; COORDINATION WITH ALL CITY,DIVISIONS AND OUTSIDE AGENCIES; CEQA AND MSHCP REVIEW; DOCUMENTATION OF ALL CASE FILE CORRESPONDENCE, EXHIBITS AND DOCUMENTS., PROCESSING WILL "BEGIN UPON PRESENTATION OF TIMESHEET (FORMAT PROVIDF AND APPROVED BY T14E CITY). AND INVOICE FOR SERVICES RENDERED. City an&Consultant further agree as .follows: 1.01 Basic Agreement A. Consultant shall provide, or cause to be provided, the services 'set forth "this Agreement, and City shall pay Consultants such' Services as set forth in Paragraph 9.01. 2.01 Payment Procedures A. Preparation of Invoices. Consultant will prepare a monthly invoice in accordance with Consultant's standard invoicing practices and submit the invoice to City. B. Payment of Invoices. Invoices are due and payable within 30 days of receipt. If City fails to make any payment due Consultant for services and expenses within 60 days after receipt of Consultant's invoice, the amounts due Consultant will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said sixtieth day. In addition, Consultant may, without liability, after giving seven days written notice to City, suspend services under this Agreement until Consultant has been paid in full all amounts due for services, expenses, and other related charges. Payments will be credited first to interest and then to principal. 3.01 Additional Services A. If authorized in writing by the City Manager, Consultant shall furnish services in addition to those set forth above. 1 of 5 EJCDC E -520 Short Form of Agreement Between Owner and Engineer for Professional Services Copyright 0 2002 National Society of Professional Engineers for EJCDC. All rights reserved. B. City shall pay Consultant for such additional services as follows: For additional services of Consultant's employees engaged directly on the Project an amount equal to the cumulative hours charged to the Project by each class of Consultant's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Consultant's consultants' charges, if any. 4.01 Termination A. The obligation to provide further services under this Agreement may be terminated: For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. b. By Consultant: 1) upon seven days written notice if Consultant believes that Consultant is being requested by City to furnish or perform services contrary to Consultant's responsibilities as a licensed professional; or 2) u0bo' seven days written notice if the Cotisitltapt's services for.the Project are delayed ,suspended for snore, than 90 days for reascii?s. beyond. Consultant's 3) Consultant s>a11_, have no liability to City on account. of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under paragraph 4.0l.A.l.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its failure and proceeds' diligently to cure such failure within no more than 30 days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, by City effective upon the receipt of notice by Consultant. B. The terminating party under paragraphs 4.0l.A.1 or 4.01.A.2 may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Consultant to demobilize personnel and equipment from the Project site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. C. Unless earlier terminated in accordance with the provisions hereof or extended by written amendment pursuant to Section 7.01 M, this Agreement shall expire June 30. 2012. g Law A. This,;Agreement is to be governed by the law of itate in which the Project is located. 6.01"Successors, Assigns, and Beneficiaries A. City",and Consultant each is hereby bound and the partners, successors, executors, administrators, and legal represent of City and Consultant (and to the extent permitted liy:paragraph 6.01.B the assigns of City and Consultant) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. ' B. Neither City nor Consultant may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 7.01 General Considerations A. Consultant represents and warrants to City that it has and shall maintain at all times during the term of this Agreement the licenses, permits, qualifications, insurance and approvals which are legally required of Consultant to perform the services hereunder. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. The standard of care for all professional services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of the subject profession 2of5 EJCDC E -520 Short Form of Agreement Between Owner and Engineer for Professional Services Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. practicing under similar circumstances at the same time and in the same locality. B. Consultant shall not at any time supervise, direct, or have control over any contractor's work, nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, for safety precautions and programs incident to a contractor's work progress, nor for any failure of any contractor to comply with laws and regulations applicable to contractor's work. C. Consultant neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between City and such contractor. D. Consultant shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any contractor's agents or employees or any other persons (except Consultant's own employees) at the Project site or otherwise furnishing or performing,1 n 1 ,of construction work; or for any decision made `,:`,on, interpretations or clarifications of the constrii0lon contract given by City without consultation and advice of Consultant. E. The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract as prepared by the Engineers Joint Contract Documents Committee (No. C -700, 2002 Edition). F. All desigWdocuments prepared or furnished by Consultant are,,, nstrurnents,„of service, and Consultant retains an ownership andpr9perty interest (including the copyright _and the right of reuse), in such documents, whether. ox<not the Project is completed. All other plans, studies, documents and other writmgs.prepared by and for Consultant hi lh course of implementing this Agreement shall become the property of the City upon payment to Consultant for suchwork, and the City, shall have the sole right to use such materials, in its discretion without further compensation to Consul ant ior, o any other party. Consultant shall, at Consultants expense, provide such reports, plans, studies, documents and other writings to City upon written request. G. To the fullest extent permitted by law, City and Consultant (1) waive against each other, and the other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that Consultant's total liability to City under this Agreement shall be limited to $25,000 or the total amount of compensation received by Consultant, whichever is greater. H. The parties acknowledge that Consultant's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste, and radioactive materials). If Consultant or any other party encounters a Hazardous Environmental Condition, Consultant rhay, at its option and without liability for consequential or any other damages, suspend performance of, services on the portion of the Project affected thereby.iintil City: (i) retains appropriate specialist < consultants 0 contractors to identify and, as appropriate, abate, reme'diale, or remove the Hazardous Environmental Condition; and (>i) warrants that the Site is in full compliance with applicable Laws and Regulations. L City and Consultant' agree that in the performance of the services under' this Agreement Consultant is an independent contractor and shall not act as an agent or employee of the City. Consultant shall obtain, no rights to retirement benefits or other benefits which accrue to City's employees, and Consultant hereby expressly ` waives any claim it may have to any such Consultant (including principals, associates and professional ,employees) covenants and represents that it 'toes not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. K. At Consultant's own cost and expense, Consultant has procured and shall maintain for the duration of this Agreement general liability, automobile liability, workers' compensation and professional liability insurance coverage as required by the City and as set forth in the attached certificate of insurance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. L. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 3 of 5 EJCDC E -520 Short Form of Agreement Between Owner and Engineer for Professional Services Copyright 0 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 8.01 Total Agreement A. This Agreement (consisting of pages 1 to 5 inclusive together with any expressly incorporated appendix), constitutes the entire agreement between City and Consultant and supersedes all prior written or oral understandings. This Agreement may only be amended, writt 4of5 EJCDC E -520 Short Form of Agreement Between Owner and Engineer for Professional Services Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved. 9.01 Payment (Lump Sum Basis) A. Using the procedures set forth in paragraph 2.0 1, City shall pay Consultant as follows: 1. A Lump Sum amount of $ 2. A Time and Materials amount of $ 75.00/hour incl. (Section Added) mileage 9.02 Rate and Mileage (Section Added) A. A rate of $75.00 per hour and $0.555 per mile or prevailing standard mileage reimbursement rate (for mileage incurred on City Business). Consultant shall not be compensated or reimbursed for mileage for commuting to /from Consultant's office or home to City Hall. 9.03 Contract Revisions (Section Added) A. All references to "Owner" and "Engineer" in standard Shork Fprfn of Agreement have been changed to "City" and "Consultant ", respectively. Address for giving notices: Citv Manaaer. City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 (951) 674 -3124 Tel. (951) 674 -2392 Fax Address for giving notices: 73 -255 El Paseo Drive, Suite 15 Palm Desert, CA 92260 760.346.4750 Tel 760.340.0089 Fax 5of5 EJCDC E -520 Short Form of Agreement Between Owner and Engineer for Professional Services Copyright © 2002 National Society of Professional Engineers for EJCDC. All rights reserved.