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HomeMy WebLinkAboutItem No. 10 Amend. No. 1 PSA VCS Env CEQA services East Lake Spec PlanPage 1 of 2 REPORT TO CITY COUNCIL To:Honorable Mayor and Members of the City Council From:Grant Yates, City Manager Prepared by: Grant Taylor, Community Development Director Date:July 11, 2017 Subject:First Amendment to the Professional Services Agreement with VCS Environmental for CEQA Services related to Amendment No. 11 to the East Lake Specific Plan Recommendation Authorize the City Manager to execute a First Amendment to the Professional Services Agreement with VCS Environmental for additional services for the completion of the Environmental Impact Report for Amendment No. 11 to the East Lake Specific Plan in an amount not to exceed $56,199. Background The East Lake Specific Plan (ELSP) is a blueprint guide for the development of approximately 2,950 acres at the southern end of the City of Lake Elsinore. Originally, adopted in 1993, the ELSP has been amended nine times in a piecemeal fashion (one amendment application was not processed to completion) without the preparation of a single complete ELSP document. City staff is currently preparing Amendment No. 11 to the ELSP. The updated ELSP is a complete overhaul of the land uses and development regulations, circulation and drainage, and architectural guidelines; in order to streamline development, make the ELSP document user- friendly, protect the natural resources in the back basin, and ensure that the City’s “Action Sports Capital of the World” activities have a permanent location in the City. The City of Lake Elsinore serves as the lead agency to evaluate the environmental impacts of development projects proposed within the City. On October 14, 2014, the City Council approved a Professional Services Agreement with VCS Environmental (VCS) for Phase 1 of the East Lake Specific Plan Amendment that included preparation of an opportunities and constraints analysis, public outreach, meeting attendance and preparation of technical studies in an amount not to exceed $233,440. The original bid VCS submitted for two phases was $578,960 that included technical studies, preparation of the Draft EIR and environmental documentation. Staff worked with the consultant to obtain services for all of Phase 1 and a large part of Phase 2. VCS Environmental has completed scope of services including 1) Opportunities and Constraints Analysis, 2) Meeting Attendance, 3) Preparation of Technical Studies, 4) Public Outreach, and 5) Preparation of the Draft EIR. A separate contract was approved with VCS for Noise Analysis for $24,400 and the City entered into a contract with Linscott, Law & Greenspan Engineers for traffic analysis in an amount of $88,896. ELSP VCS Change Order July 11, 2017 Page 2 of 2 Staff, VCS and the City Attorney are currently working on preparing responses to comments received regarding the Draft EIR and the Draft Specific Plan. The comment letters received contained a substantial number of comments, many of which are lengthy and significant. In addition, considerable time will be required in planned outreach meetings with authors of the most significant of the comment letters in an attempt to gain consensus, make plan adjustments and provide applicable modifications to the mitigation measures, if any. Discussion The ELSP area has potential for significant economic development services and benefits to the City, residents, businesses and visitors. The originally approved 1993 ELSP has resulted in development of approximately one-fourth of the 2,950 acre East Lake area with the Links at Summerly golf course and residential development (i.e. Summerly and Serenity). The current undeveloped ELSP land use designations do not reflect market demand and are large infeasible due to significant environmental constraints and lack of infrastructure. The updated ELSP is a vision identified by the City Council to further the “Dream Extreme” and “Action Sports Capital of the World” branding the City has adopted. The proposed ELSP includes five land use designations, three overlay zones, and eight planning areas that would potentially allow 458,000 SF commercial/light industrial development, one golf course, up to four hotels (540 rooms), 36.4 acres of parks, 3,640 residential dwelling units, 67,500 square foot for restaurants, one airport, and up to 815 acres of habitat preservation/mitigation. This amount of development was based on the planning area’s carrying capacity in what impacts can be mitigated, what the market demands and what is realistically feasible. The City conducted an EIR scoping meeting on December 1, 2016 and a Community Meeting on May 3, 2017. Over 1,200 notices were mailed for each meeting to owners of property within ELSP’s boundaries and within 300 feet of the project boundaries and other interested parties. On June 20, 2017, the Planning Commission held workshop regarding the ELSP and overall the Commission was very supportive of the project. We are now entering the “home stretch” with preparation of responses to comments, outreach to EIR commenters, further outreach to property owners and stakeholders, and final edits to the ELSP document. The environmental consulting firm, VCS Environmental, has already gone beyond their scope of services and has exceeded their budget at their cost (at least $48,000) to assist the City. Staff is requesting an additional $56,199 for VCS Environmental to complete the responses to comments, work with staff and the City Attorney, prepare a matrix of comments, provide additional air quality and traffic analysis in support of the responses to comments, provide increased support at public hearings, attend additional outreach meetings, and assist with City Council briefings. Fiscal Impact $56,199 for additional meetings and to complete responses to comments and the Final EIR. Exhibits Amended Professional Services Agreement with VCS Environmental for ELSP A – Change Order Request for ELSP dated June 16, 2017 B – Original Professional Services Agreement with VCS Environmental for ELSP City of Lake Elsinore VCS Environmental July 11, 2017 Page 1 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES VCS Environmental CEQA Services - East Lake Specific Plan Amendment No. 11 This Amendment No. 1 to Agreement for Professional Services (“Amendment No. 1”) is made and entered into as of July 11, 2017 by and between the City of Lake Elsinore, a municipal corporation (“City), and VCS Environmental, a California Corporation (“Consultant”). RECITALS A.The City and Consultant have entered into that certain Agreement for Professional Services dated as of October 14, 2014 (the “Original Agreement”) attached hereto as Exhibit B. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement. B.The Original Agreement provided for compensation to Consultant in an amount not to exceed Two Hundred Thirty-Three Thousand Four Hundred Forty dollars ($233,440). C.Consultant has completed scope of services including 1) Opportunities and Constraints Analysis, 2) Meeting Attendance, 3) Preparation of Technical Studies, 4) Public Outreach, and 5) Preparation of the Draft EIR. D.The parties now desire to amend the Original Agreement to include services by Consultant to complete the Final EIR and increase compensation to pay for the additional services as set forth in this Amendment No. 1. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, City and Consultant agree as follows: 1.Section 2, subpart C, Term, is hereby amended to add the following: Unless earlier terminated as provided elsewhere in the Original Agreement, this Amendment No. 1 shall commence immediately and shall continue until the services and related work are completed in accordance with the Consultant’s Proposal for Additional Work (Exhibit A). 2.Section 3, Compensation, is hereby amended to read in its entirety as follows: Compensation to be paid to Consultant shall be in accordance with the fees set forth in Consultant’s Proposal (Exhibit A to the Original Agreement). In no event shall Consultant’s compensation for services set forth in Exhibit A to this Amendment No. 1 exceed Fifty-Six Thousand One Hundred Ninety- Nine dollars ($56,199) without additional written authorization from the City. Aggregate compensation for Consultant services completed pursuant to the Original Agreement and Amendment No. 1 shall not exceed Two Hundred Eighty-Nine Thousand Six Hundred Thirty-Nine City of Lake Elsinore VCS Environmental July 11, 2017 Page 2 dollars ($289,639) without additional written authorization from the City. Notwithstanding any provision of Consultant’s Proposal to the contrary, out of pocket expenses shall be reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 3.Except for the changes specifically set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed on the respective dates set forth below. “CITY” CITY OF LAKE ELSINORE, a municipal corporation Grant Yates, City Manager Date: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney “CONSULTANT” VCS Environmental, a California corporation By:Julie Beeman,____________ Its:President________________ Exhibits: A.Consultant’s Proposal for Additional Work B.Original Agreement EXHIBIT B EXHIBIT A CONSULTANT’S PROPOSAL FOR ADDITIONAL WORK EXHIBIT B ORIGINAL AGREEMENT [ATTACHED] EXHIBIT A CONSULTANT'S PROPOSAL [ATTACHED] EXHIBIT A VAS Environmental F PHr SOLUT!Ot6- (F)P, NEPA. Sion) y_Requ. io?y June 16, 2017 Grant Taylor City of Lake Elsinore 130 S. Main Street Lake Elsinore, California 92530 Subject: Change Order Request for Responses to Comments for the East Lake Specific Plan Amendment No. 11 Environmental Impact Report (EIR) Dear Grant. Please consider this letter a change order request for VCS Environmental (VCS) to provide additional assistance to the City of Lake Elsinore in support of the East Lake Specific Plan Amendment No. 11 Environmental Impact Report (EIR). The following are the proposed tasks and associated costs. 1. Response to comments beyond time originally scoped for this task, $27,760 including coordination with biologists, Air Quality, and Traffic technical consultants, revisions to the EIR, and incorporating Specific Plan Amendment edits throughout the EIR (assumes 160 hours). Comment letters received total 29, containing 675 total comments. 2. Strategy and coordination with the City Attorney and City Staff regarding $3,834 responses to comments which may result in litigation, and updates to responses to comments and EIR as needed based on this coordination (assumes 22 hours). 3. Prepare a summary matrix of comments and proposed responses for City $990 Staff, City Manager, City Council, and Planning Commission (assumes 6 hours). 4. Air Quality specialist assistance with responses to comments and $4,750 attendance at one City Council meeting. 5. Traffic specialist assistance with responses to comments and attendance $1,750 at one City Council meeting. 6. Additional VCS staff attendance at one Planning Commission Meeting and $5,145 one City Council meeting (assumes 25 hours) (President, Senior Project Manager, and Project Manager would attend one Planning Commission meeting and one City Council meeting). 7. One staff attendance at three, four-hour meetings with key $6,470 stakeholders/commenters, which may include California Department of VCS Environmental 130900 Rancho Viejo Road Suite 100 San Juan Capistrano California 92675 1 949.489.2700 1 vcsenvironmental.com June 16, 2017 Page 2 Fish and Wildlife, US Fish and Wildlife Service, and/or Center for Biological Diversity, including a total of 30 hours for preparation/internal coordination prior to meetings and incorporation of suggested edits (assumes 42 hours) 8. Reimbursable Expenses $500 Total $51,199 Optional Task 1. Additional As -Needed Coordination and Meetings with City Attorney, City $5,000 Manager, and/or City Staff Related to Development of Strategy and/or to Provide Decision Makers Briefings (assumes 20 hours). Assumptions: • Please note 29 comment letters containing a total of 675 comments have been received as of June 6, 2017. This task assumes no additional significant comments will be received from a Responsible or Trustee agency. ■ Based on a preliminary review of comments, recirculation of the EIR is not anticipated. Therefore, this scope of work excludes any tasks related to recirculation. Thank you for consideration of our request. To authorize VCS to proceed, please sign below and return. Please do not hesitate to contact Sean Noonan with any questions at 949.234.6072. Sincerely, �U" vjo� Julie Beeman President Authorized Date EXHIBIT B LIST OF SUBCONTRACTORS [ATTACHED] MyMmil:lir: 1) K, 1, S I H I '�"' E J February 12, 2015 VCS Environmental Attn: Julie Vandermost 30900 Rancho Viejo Road Sari Juan Capistrano, CA 92675 RE: PROFESSIONAL SERVICES AGREEMENTS Dear Ms. Vandermost: Enclosed for your files is the fully executed copy of the Professional Services Agreement for the East Lake Specific Plan and the Professional Services Agreement for MSHCP, Back Basin, and Regulatory Permit Assistance. If You have any questions, please do not hesitate to give this office a call, Sinoerely, J Virginia JS' loom�) City Clerk Enclosures cc: Community Development Department Finance Department AGREEMENT FOR PROFESSIONAL SERVICES [Fast Lake Specific Plan] This Agreement for Professional Services (the "Agreement") is made and entered into as of October 14, 2014, by and between the City of Lake Elsinore, a municipal corporation ("City") and VCS Environmental, Inc, a California corporation ("Consultant"). A. The City has determined that it requires the following professional services: preparation Specific Plan documents, including an opportunities and constraints analysis and technical studies (Phase 1) and East Lake Specific Plan Amendment and Environmental Impact Report (Phase 2). B. Consultant has submitted to City a proposal, dated August 25, 2014 and arnerided October G, 2014, attached hereto as Exhibit A ("Consultant's Proposal") and incorporated herein, to provide professional services to City pursuant to the terms of this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to perform the services described in this Agreement on the terms and conditions described herein. D. City desires to retain Consultant to perform the services as provided herein and Consultant desires to provide such professional services as set forth in this Agreement. AGREEMENT 1. Scope of Services. Consultant shall perform the services described as Phase 1 in Consultant's Proposal (Exhibit A). Consultant shall provide such services at the time, place, and in the manner specified in Consultant's Proposal (Exhibit A), subject to the direction of the City through its staff that it may provide from time to time. Time of Performance. a. Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the professional services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the professional services contemplated pursuant to this Agreement according to the agreed upon performance schedule in Consultant's Proposal (Exhibit A). b. Performance Schedule. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform the Phase 1 services within the time period(s) established in the Consultant's Proposal (Exhibit A). When requested by Consultant, extensions to the time period(s) specified may be approved in writing by the City Manager, VCS Professional Services Agnit 2014 2 Page 1 G. Tenn. The term of this Agreement shall commence upon execution of this Agreement and shall continue until the Phase 1 services and related work are completed in accordance with the Consultant's Proposal (Exhibit A). Upon completion of the Phase 1 work, the City may extend the Tenn of this Agreement to engage Consultant to complete the Phase 2 work as described in the Consultant's Proposal. Such extension shall be in the form of a written amendment submitted to and approved by the City Council, 3. Compensation, Compensation to be paid to Consultant stall be in accordance with the fees set forth in Consultants' Proposal (Exhibit A), which is attached hereto and incorporated herein by reference. In no event shall Consultant's compensation for the Phase 1 work exceed Two Hundred Thirty -Three Thousand Four Hundred -Forty dollars ($233,440) without additional written authorization from the City. In the event the City elects to extend the Term of this Agreement, compensation for the Phase 2 work shall be as set forth in Consultant's Proposal. Notwithstanding any provision of Consultant's Proposal to the contrary, out of pocket expenses set forth in Exhibit A shall be. reimbursed at cost without an inflator or administrative charge. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment. 4. Method of Payment. Contractor shall promptly submit billings to the City describing the services and related work performed during the preceding month to the extent that such services and related work were performed. Contractor's bills shall be segregated by project task, if applicable, such that the City receives a separate accounting for work done on each individual task for which Contractor provides services, Contractor's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Contractor no later than forty-five (45) days after receipt of the monthly invoice by City staff, 5. Reserved, 6. Sus ensign or Termination. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least thirty (30) days prior written notice. Upon receipt of such notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City, Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "Method of Payment" herein. %. Ownersbip of Doctaments. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notepad internal documents, shall bec,orne the property of the City upon payment to Consultant for such work, and the City shall have the scale right to use such materials in its discretion without further compensation to Page 2 Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. City acknowledges that any use of such materials in a manner beyond the intended purpose as set forth herein shall be at the sole risk of the City. City further agrees to defend, indemnify and hold harmless Consultant, its officers, officials, agents, employees and volunteers from any claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therein), arising out of the City's use of such materials in a manner beyond the intended purpose as set forth herein. a. Licensinq of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require that all subcontractors agree in writing that City is granted a nonexclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. b. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the services under this Agreement. Ivor shall such materials be disclosed to any person or entity riot connected with the performance of the services under this Agreement. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs relating to project for which Consultant's services are rendered, or any publicity pertaining to the Consultant's services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. Consultant's Books and Records. a, Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement_ b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or, for any longer period required by law, from the date of termination or completion of this Agreement. Page 3 G. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at anybnne during regular business houru, upon written request by the City Mane0er, City Attorney, City Auditor ora designated representative of these officers. Copies of such doournent9 shall be provided to the City for inspection atCity Hall when it is practical {ndnso, [8henwioe, unless an alternative iamUtumUy oqnsed upon. the records shall be available at Consultant's address indicated for receipt of notices in this Agreement. clWhere City has reason to believe that auoh records or documents may be lost or discarded due to dioso|udoo, disbandment or termination of Consultant's bua|OeoG. Qty may, by written request by any of the above-named officers, require that custody of the records be given to the City and that the records and documents he maintained in Qty Hall, /\cm»ma to Such records and documents shall be granted to any party authorized by Cnnsu|taD1. Consultant's representatives, orConsultant's auoc8$So[-in-|ntemsat. 9, Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed shall act as and be at] independent contractor and shall not act as an agent or employee of the City. 10 PERS Eligibility. |nthe event that Consultant nrany emp|oyae, age0t, or subcontractor of Consultant providing services under this Agreement dai[nS or is determined by m court ofcompetent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City. Consultant shall iOdemnifv, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf ofConsultant or its employees, @gento, or oubcon{raoto[a, as well as for the payment of any penalties and interest on auoh cuntr|buUona, which would otherwise be the responsibility of City. Notwithstanding any other federal, state and |ouo| |avvo, cndem, ordinances and regulations tDthe contrmry. Consultant and any of its eOnp|Uyoe», agenta, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, o/ any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 11 . Consultant (including prinnipa|s, associates and professional employees) covenants and represents that it does 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 incume, interest in nao| property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Conau|tantimnutodosignatadennp|oyeevvith|ntheD1ea0in�ofthePNitioa|RefonnAct because Consultant. - a. will conduct research and arrive at conclusions with respect to his/her rendition of iAformatioD, aUvice, recommendation or counsel independent of the control and direction of the City or of any City o0icia|, other than normal agreement moni(oring� and Page b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation or counsel. (PPPC Reg. 18700(a)(2).) 12, Professional Ability of Consultant. 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, Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of duality ordinarily to be expected of competent professionals in Consultant's field of expertise, 13. Corn liagce _ with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations. 14, jgnsps. Consultant represents and warrants to City that it has the licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Lake Elsinore business license. 15. Indemnity. Consultant shall indemnify, defend, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the sole negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. 16. 1nSUrance Requirements. CA. Insurance. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, unless modified by the City's Risk Manager, the following insurance policies. i. Workers' COmgensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non -renewal of all Page 5 Workers' Compensation policies ml.ist be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. In the event that Consultant is exempt from Worker's Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California, Consultant shall submit to the City a Certificate of Exemption from Workers Compensation Insurance in a form approved by the City Attorney. ii. General Liability Coverage, Consultant shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the: general aggregate limit shall be at least twice the required occurrence limit. Required commercial general liability coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form GG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Forum Comprehensive General Liability. No endorsement may be attached limiting the coverage. iii. Automobile _Liability Cay ragg. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non -owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Automobile liability coverage must be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/30) Code 1 ("any auto"). Pio endorsement may be attached limiting the coverage. iV, Professional Liability Coyerpge. Consultant shall maintain professional errors omissions liability insurance appropriate for Consultant's profession for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's services under this Agreement; whether such services are provided by the Consultant or by its employees, subcontractors, or sub consultants. The amount of this insurance shall not be loss than one million dollars ($1,000,000) on a claims-i`nade annual aggregate basis, or a combined single limit per occurrence basis. b. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the following specific, language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insured with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipn'aent furnished in connection with such work or operations. ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Page 6 Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv, The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this Policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City. G. Deductibles and Self -Insured Retegfians. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions. d. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. 17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 4€3 hours from the time of mailing if mailed as provided in this section. If to City: City of Lake Elsinore Attn: City Manager 130 South Main Street Lake Elsinore, CA 92530 With a copy to: City of lake Elsinore Attn: City Clerk 130 South Main Street Lake Elsinore, CA 92530 If to Consultant: VCS Environmental Attn: Julie Vandermost 30900 Rancho Viejo Road San Juan Capistrano, CA 92675 10. Entire Aareernent. This Agreement constitutes the complete and exclusive staternent of Agreement between the City and Consultant. All prior written and oral Page; 7 communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement. 19, Amendments, 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, 20, Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant and the subcontractors listed in Exhibit B. Consultant shall be fully responsible to City for all acts or omissions of any subcontractors. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement except as provided in Exhibit B without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of those subcontractors. clothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 21. Waiver. Waiver of a breach or default under this Agreement shall riot constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 22, Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.. 23. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 24, Li�ti ati4n xpense and Attomeys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees, 25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and a cap on the costs of mediation. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in interest. .LAMS shall provide the parties with the names of five qualified mediators. Each panty shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. The costs of mediation shall be shared equally, provided, however, if the parties are unable to agree on a maxirnUrn cost of mediation or if the dispute remains unresolved after mediation, either party may commence litigation. 26. Exe-cittion, This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Page 8 27. Authority to Enter Agree rnent. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. The City Manager is authorized to enter into an amendment or otherwise take action on behalf of the City to make the following modifications to the Agreement: (a) a name change, (b) grant extensions of time; (c) non - monetary changes in the scope of services; and/or (d) suspend or terminate the Agreement. 23. 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 shall have 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. 29.gu,4CJ �apartunity Einployment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 30. Preva,il.in.cg Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1170, et seq., as well as California Code of Regulations, 'Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Consultant agrees to fully comply with all applicable federal and state labor laws (including, without limitation, if applicable, the Prevailing Wage Laws). It is agreed by the parties that, in connection with the Work or Services provided pursuant to this Agreement, Consultant shall bear all risks of payment or non-payment of prevailing wages Linder California law, and Consultant hereby agrees to defend, indemnify, and hold the City, and its officials, officers, employees, agents, and volunteers, free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The foregoing indemnity shall survive termination of this Agreement. 31, Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on next page] Page 9 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above. "QTY CITY 8FLAKE ELS|NORE.amunicipal corporation _ Grant Yal6s, City Manager ATTEST: APPROVEDAZ(OLRM: Attachments: Exhibit A—Consultant's Proposal Exhibit B — List of Subcontractors "CONSULTANT"' VCS Environmental, Inc. By: Julie Vandernnost Beeman Its: President Page 10 EXHIBIT CONSULTANT'S PROPOSAL HED] EXH|B[[/\ 1 F VCS Environmental East Lake Specific Plan Amendment and Environmental Impact Report Cost Proposal Phase I —Work Products Opportunities & Constraints Analysis A Drrft. Opportunities & Constraints Report (research, prepare draft report includinggraphics) B Final Opportunities & Constraints Report (incorporate City comments and finalize:) C Visioning D Engineering C Copies— Draft: 5 bound, 1 reproducible, 1 CD (PDE and MS Word) D Copies m. Final: 10 bound, 1 reproducible, 1 CD (PDF and MS Word) Meeting Attendance A 1.0 rneetingrs and rneeting, preparation (5 scoping and 5 follow-up) B Transportation for meetings C Agendas, graphics & minutes for stakeholder meetings 3 Prepare Technical Studies A Biological Survey and MSHCP B "Traffic Impact: Analysis C Engineering and Flydrology/Drainage Study D VCS Consultation, review, and edits for technical reports 4 Project_ Management and Public Outreach A Project Management:, coordination and consultation Phase 2 -- Work Products 1 Specific Plan A Draft Specific. Plan B Copies — Administrative: 10 bound, 1 reproducible, 1 CD (PDF and MS Word) C Copies— Draft: 15 bound, a reproducible, 1 CD (PDF and MS Ward) _ Cost Propo-sal $10,P,75 $8,375 $19,625 $60,200 $1,600 $1,600 .$18,155 $1.3,560 $695 $3,900 $103,785 $12,600 $54,000 $34,600 $2,585 $9,225 -- $9,225^ TOTAL $233,440 $136,700 $130,000 $1,300 $5,400 Cily of Lake Llsinore Preparation of a Specific. Plan Amendment Cast Lake Specific Plan RFP preparation of an Environmental Impact Report 2 Final Specific Plan $4,500 A Final Specific Plan � —J ��— .� -• ---- - $2,000 0 Copies- Final Specific.: Plan: 15 bound copies, 1 reproducible, 1 CD (PDF and MS Word) $2,500 3 Prepare Initial Study and Notice of Preparation $12,663 A Administrative Draft IS and NOP (includes finalization of the project description) $8,340 B NOP and IS Public Draft (incorporate City comirents and finalize) $3,045 C Distribute and document proof of delivery $950 D Postage for public noticing $58 F Cople.s Administrative: 1 bound and 1 CD (PDF and MS Word) $15 F Copies Public: 1 bound, 1 reproducible and 1. CO (PDF and MS Word) $15 G Copies - NOP for distribution: 120 $240 4 Prepare Technical Studies A Cultural and Paleontological B Noise Irnpact C Air Quality, Healrh (tisk Assessment and GHGs Q Geotechnical/Seismic Study F Phase 1 ISA F VCS consultation, review, arid, edits for technical reports $6,9,628 $18, /98 $11,480 $12,325 $12,440 $12,000 $2,585 5 Prepare Administrative ®raft and Draft Environmental Impact Report .$58,498 A Administrative Draft E.IR (Prepare for City review and comn•rent) $40,525 B Draft FIR (incorporate City comments and finalize) $10,450 C City review and incorporate comments on finial draft $2,375 D Distribute and documcsrit: proof of delivery and Notice of Completion (newspaper, mailings, $1,975 State. Clearinghouse and agencies) F Advertising in newspaper and postage for public noticing $308 F Copies - Administrative: 5 bound and 1 CD (PDF an(] MS Word) $380 G Copies - Draft FIR: 15 bound, 1 reproducible and 1 CD (PDF and MS Word) $1,205 H Copiers - Executive Summary: 16 bound, 1. reproducible and 1 CD (PDF and MS Word) $1,2.80 _ 6 Prepare Administrative Final EIR and Mitigation Monitoring and Reporting Program A Response to c:orornenfs (assumes minor cornments) B Mitigation Monitoring? and Reporting Plan (prepare for City review) C Copies -- Administrative draft response to comments; 5 bound, 1 reprvdeu::ible, 1 CD (PDF and MS Word) D Copies -- Administrative draft: MMRP: 5 bound, 1 reproducible, :1 CD (I'D[-' and MS Word) 7 Prepare and Distribute rinal FIR A Final FIR with intro, response to comments, copiers of continent letters, errata, changes frorn Draft FIR and MMRP (prepare for City review) B Final FIR (incorporate City comments and finalize for distribution) C Copies - f=inal FIR: 15 bound copies, 1, reproducible, 1 CD (PDF and MS Word) $8,410 $4,930 $2,T70 $35S $355 $8,720 $5,645 $1,870 $.7.,205 Cast Proposal � �_� � - 2 City of Lake Elsinore Preparation of a Specific Plan Amtwndnaent East. Lake Specific Plan REP Preparation ofan Environmental Impact Report 8 Findings _ — $6,465 A Findings of Fact and Statement: of Overriding Consideration (prepare administ rative draft for $4,035 City review) B f=indings of L -tact and Statement of Overriding Consideration (incorporate City comments and $_1.,705 finalize) C: File the Notice of Deterrninat:ion $665 D Copies, Administrative Findings:3 bound copies, 7. reproducible, 1 CD (PDF and MS Word) $25 E Copies - -final finding-,: 6 bound copies, 1 reproducible, 1 CD (PDF and MS Word) $35 9 ! —Muting Attendance - $30,711 A 1 scoping meeting and 4 public hearings and meeting,; preparation — $12,000 B '1 kick off nneeting and up to 10 meetings with City staff and meeting preparation $17,600 C Transportation for meetings $7,171 1.0 Project Management and Public Outreach - - _ -_ $9,225 A Project Management, coordination and consultation � - $9,225 - — -- — .. -- - --- —_ f0i'At$345,520 Phase 3 Work Products 1 Regulatory & Permitting - A Master Section 1600 Streambed Alteration Agre. meat: B MSHCP Consistency Dote rmination and DBESP Total Phase 1 & 2: $578,960 TBD TBD TOTAL TBD Cost Proposal rt — T 3 City mLake Elsinore East Lake s m/ Plan RFP Preparation aaspeuncPlan xme^umnm Neparationm an EnvironrneraalImpact ne , $��~�Environmental ° ��� ��8�������� ������ K�""".v~^""^o,~~m,�K�8 VCS Environmental Klffl�l 1=1 Pesiderx $225/hour Vice President $Z15/hour Senior Project Manager 5190/1)our Project Manager $180/hour Assistant Project Manager $170/ho(it Project Coordinator $150/hnur Senior Biologist $190/hour � Biologist 180/hour Field Biologist �l50/huur Field Assistant $75/hou/ Office Assistant/Word Processing $65/11OLir REIMBURSABLE EXPENSES. Expensess incurred directlyforthe Client's project will be. billed at the, actual cost and are not included in the original contract amount. ExpenxeSinc|ude' but are not limited to, reprographics, Federal Fxpress, necessary transportation costs including mileage by automobile at the IRS reimbursement rate, toll road fees, meals and lodgine, cornputerservices and photocopying. PAYMENT DUE. Invoices are due upon presentation and shall be considered past due if not paid within 15 (fifteen) ca|enda/Jnys of the due date. Finance charges, computcJ by a "Periodic Kmto^ of 1-112% per month, will 6echarXedor) all past due amountu. CHANGE ORDERS. Change Orders may be subject to future feeschedule increases. Cost Proposal 4