HomeMy WebLinkAboutItem No. 05 - PSA EPD Solutions Lakeside ProjectCity Council Agenda Report
City of Lake Elsinore 130 South Main Street
Lake Elsinore, CA 92530
www.lake-elsinore.org
File Number: ID# 21-293
Agenda Date: 8/24/2021 Status: Approval FinalVersion: 1
File Type: Council Consent
Calendar
In Control: City Council / Successor Agency
Agenda Number: 5)
Professional Services Agreement with EPD Solutions for Environmental Documentation for the
Lakeside Project
Authorize the City Manager to execute an Agreement for Professional Services with Environment
Planning Development (EPD) Solutions, Inc. to prepare California Environmental Quality Act (CEQA)
compliance documents in the amount not to exceed $64,250, in such final form as approved by City
Attorney.
Page 1 City of Lake Elsinore Printed on 8/19/2021
REPORT TO CITY COUNCIL
To: Honorable Mayor and Members of the City Council
From: Jason Simpson, City Manager
Prepared By: Damaris Abraham, Senior Planner
Date: August 24, 2021
Subject: Professional Services Agreement with EPD Solutions for Environmental
Documentation for the Lakeside Project
Recommendation
Authorize the City Manager to execute an Agreement for Professional Services with Environment
Planning Development (EPD) Solutions, Inc. to prepare California Environmental Quality Act
(CEQA) compliance documents in the amount not to exceed $64,250, in such final form as
approved by City Attorney.
Background
The City of Lake Elsinore serves as the lead agency to evaluate the environmental impacts of
development projects proposed within the City. The Community Development Department is
responsible for the preparation of the necessary information and, depending on the scope and
size of the project, will either prepare the environmental documents in-house or have a consultant
prepare the documents and studies. The project applicant (Tri Pointe Homes) through the
application fee process pays for the cost of preparing the environmental analysis.
Discussion
The applicant has submitted an entitlement application for a new residential development located
east of the intersection of Riverside Drive and Grand Avenue in the southwest portion of the City
(APNs 379-060-005, 022, 027). The project proposes the development of a new 138-unit
detached condominium community with three plan types (ranging in size from 1,793 sq. ft. to
2,288 sq. ft.) on an approximately 34.81-acre site. The project would subdivide the property into
one (1) 10.71-acre condominium lot with 138 detached condominium units, three (3) recreation
lots, one (1) sewer lift station, two (2) open space lots, private streets, and one (1) water quality
basin. The remainder approximately 15.65-acre portion of the site will be preserved as a natural
open space.
To date, several technical studies have been prepared for the proposed project including a Traffic
Report, Air Quality Report, Greenhouse Gas Emissions Report, Energy Report, Noise Report,
Hydrology Report, Biological Report, Cultural Resources Report, Phase 1 Environmental Site
Assessment, Paleontology Report, and Geotechnical Report. EPD Solutions, Inc. will utilize the
above technical studies to prepare a detailed analysis for the project as required by CEQA.
EPD Solutions Agreement
CC: August 24, 2021
Page 2 of 2
Fiscal Impact
The cost of preparing the environmental review will be paid by fees collected from the developer
through the City’s cost recovery program. All staff administrative time and consultant costs are
paid from the applicant’s fees. No General Fund budgets will be allocated or used for the
completion of the CEQA documents for the project.
Exhibits
A – Agreement
B – Proposal
@BCL@10116D4A Page 1
AGREEMENT FOR PROFESSIONAL SERVICES
ENVIRONMENT PLANNING DEVELOPMENT SOLUTIONS, INC.
ENVIRONMENTAL DOCUMENTATION FOR THE LAKESIDE PROJECT
This Agreement for Professional Services (the “Agreement”) is made and entered into as
of August 24, 2021, by and between the City of Lake Elsinore, a municipal corporation (‘‘City")
and Environment Planning Development Solutions, Inc. dba EPD Solutions, Inc., a California
Corporation ("Consultant").
RECITALS
A. The City has determined that it requires the following professional services:
CEQA consulting services for the Lakeside Project (“Project”).
B. Consultant has submitted to City a proposal, dated July 26, 2021, 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 in
Consultant’s Proposal (Exhibit A). Consultant shall provide such services at the time, place, and
in the manner specified in Consultant’s Proposal, subject to the direction of the City through its
staff that it may provide from time to time.
2. 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 all 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.
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c. Term. The term of this Agreement shall commence upon execution of this
Agreement and shall continue until the services and related work are completed in accordance
with the Consultant’s Proposal (Exhibit A).
3. Compensation. Compensation to be paid to Consultant shall 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 exceed Sixty four
thousand and two hundred fifty dollars ($64,250) without additional written authorization from the
City. 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. Consultant 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. Consultant’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 Consultant provides services. Consultant’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
Consultant no later than forty-five (45) days after receipt of the monthly invoice by City staff.
5. Background Checks. At any time during the term of this Agreement, the City
reserves the right to make an independent investigation into the background of Consultant’s
personnel who perform work required by this Agreement, including but not limited to their
references, character, address history, past employment, education, social security number
validation, and criminal or police records, for the purpose of confirming that such personnel are
lawfully employed, qualified to provide the subject service or pose a risk to the safety of persons
or property in and around the vicinity of where the services will be rendered or City Hall. If the City
makes a reasonable determination that any of Consultant’s prospective or then current personnel
is deemed objectionable, then the City may notify Consultant of the same. Consultant shall not
use that personnel to perform work required by this Agreement, and if necessary, shall replace
him or her with a suitable worker.
6. Suspension 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 ten
(10) 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.
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7. Plans, Studies, Documents.
a. Ownership of Documents. 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
become the property of the City upon payment to Consultant for such work, and the City shall
have the sole right to use such materials in its discretion without further compensation to
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 shall have sole
determination of the public’s rights to documents under the Public Records Act, and any third-
party requests of Consultant shall be immediately referred to City, without any other actions by
Consultant.
b. Licensing 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, specif ications, 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.
c. 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. Nor shall such materials be disclosed to any person or
entity not 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.
8. 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.
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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.
c. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Manager, City Attorney, City Auditor or a designated
representative of these officers. Copies of such documents shall be provided to the City for
inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually
agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices
in this Agreement.
d. Where City has reason to believe that such records or documents may be
lost or discarded due to dissolution, disbandment or termination of Consultant’s business, City
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 be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Consultant, Consultant’s
representatives, or Consultant’s successor-in-interest.
9. Independent Contractor.
a. Consultant is and shall at all times remain as to the City a wholly
independent contractor pursuant to California Labor Code Section 3353. The personnel
performing the services under this Agreement on behalf of Consultant shall at all times be under
Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or
agents shall have control over the conduct of Consultant or any of Consultant’s officers,
employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or
in any manner represent that it or any of its officers, employees, or agents are in any manner
officers, employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatsoever against City, or bind City in any manner.
b. Notwithstanding any other federal, state and local laws, codes, ordinances
and regulations to the contrary and except for the fees paid to Consultant as provided in the
Agreement, Consultant and any of its employees, agents, 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, or 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 contributio n
to be paid by City for employer contribution and/or employee contributions for PERS benefits.
10. PERS Eligibility Indemnification. In the event that Consultant or any employee,
agent, or subcontractor of Consultant providing services under this Agreement claims or is
determined by a court of competent jurisdiction or the California Public Employees Retirement
System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such contributions,
which would otherwise be the responsibility of City.
11. Interests of Consultant. Consultant (including principals, 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
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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. 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.
Consultant is not a designated employee within the meaning of the Political Reform Act
because Consultant:
a. will conduct research and arrive at conclusions with respect to his/her
rendition of information, advice, recommendation or counsel independent of the control and
direction of the City or of any City official, other than normal agreement monitoring; and
b. possesses no authority with respect to any City decision beyond rendition
of information, advice, recommendation or counsel. (FPPC 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 quality ordinarily to be expected of competent professionals in Consultant’s field of
expertise.
13. Compliance with Laws.
a. Consultant shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation or bylaw
governing the conduct or performance of Consultant and/or its employees, officers, or board
members.
b. Consultant represents that it has obtained and will maintain at all times
during the term of this Agreement all professional and/or business licenses, certifications and/or
permits necessary for performing the services described in this Agreement, including a City
business license.
14. Licenses. 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
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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. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from
liability under this indemnification and hold harmless clause. This indemnification and hold
harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. 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. Insurance Requirements.
a. 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’ Compensation 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
Workers’ Compensation policies must 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 CG 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 Form Comprehensive General Liability. No endorsement may be attached
limiting the coverage.
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iii. Automobile Liability Coverage. 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. 12/90) Code 1 (“any auto”). No endorsement may
be attached limiting the coverage.
iv. Professional Liability Coverage. Consultant shall maintain
professional errors and 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 less than one million dollars ($1,000,000) on a
claims-made 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. Notwithstanding any inconsistent statement in any required
insurance policies or any subsequent endorsements attached thereto, the protection
offered by all policies, except for Workers’ Compensation, shall bear an endorsement
whereby it is provided that, the City and its officers, employees, servants, volunteers and
agents and independent contractors, including without limitation, the City Manager and
City Attorney, are named as additional insureds. Additional insureds shall be entitled to
the full benefit of all insurance policies in the same manner and to the same extent as any
other insureds and there shall be no limitation to the benefits conferred upon them other
than policy limits to coverages.
ii. This policy shall be considered primary insurance as respects the
City, its elected or appointed officers, officials, employees, agents and volunteers.
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.
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c. Deductibles and Self-Insured Retentions. 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
48 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: Environmental Planning Development Solutions, Inc.
Attn: Konnie Dobreva
2 Park Plaza, Suite 1120
Irvine, CA 92614
18. 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. Nothing 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.
19. Waiver. Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver of a subsequent breach of the same or any other provision under this
Agreement.
20. Litigation Expenses and Attorneys’ 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.
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21. 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 share the costs of mediation equally. If the parties are
unable to agree upon a mediator, the dispute shall be submitted to JAMS or its successor in
interest. JAMS shall provide the parties with the names of five qualified mediators. Each party
shall have the option to strike two of the five mediators selected by JAMS and thereafter the
mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation,
either party may commence litigation.
22. 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.
23. Equal Opportunity Employment. 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.
24. Prevailing Wages. Consultant is aware of the requirements of California Labor
Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8,
Section 16000, et seq., ("Prevailing W age 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 under 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.
25. 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.
26. 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.
27. Authority to Enter Agreement. 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
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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.
28. Counterparts. 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.
29. Entire Agreement; Incorporation; Conflict. This Agreement contains the entire
understanding between the parties relating to the obligations described herein. All prior or
contemporaneous understandings, agreements, representations and statements, oral or written,
are superseded in total by this Agreement and shall be of no further force or effect. Consultant’s
Proposal is incorporated only for the description of the scope of services and/or the schedule of
performance and no other terms and conditions from such proposal shall apply to this Agreement
unless specifically agreed to in writing. In the event of conflict, this Agreement shall take
precedence over those contained in the Consultant’s Proposal.
30. 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.
[Signatures on next page]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
date first written above.
“CITY”
CITY OF LAKE ELSINORE, a municipal
corporation
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Director of Administrative Services
“CONSULTANT”
Environment Planning Development
Solutions, Inc., a California Corporation
By: Konnie Dobreva
Its: Vice President of Environmental
Planning
Attachments: Exhibit A – Consultant’s Proposal
Exhibit B – List of Subcontractors
EXHIBIT A
EXHIBIT A
CONSULTANT’S PROPOSAL
[ATTACHED]
EXHIBIT B
EXHIBIT B
LIST OF SUBCONTRACTORS
[ATTACHED]
Urban Planning ■ Due Diligence ■ Entitlements ■ CEQA/NEPA ■ Development Services ■ Management ■ Public Outreach
2 Park Plaza, Suite 1120 ■ Irvine, Calif. 92614
949.794.1180 ■ info@epdsolutions.com
Proposal to Prepare
Environmental Documentation for the Lakeside
Project
APNs: 379-060-005, 022, and 027
City of Lake Elsinore
Submitted by:
Environment Planning Development Solutions, Inc.
dba EPD Solutions, Inc.
2 Park Plaza, Suite 1120
Irvine, Calif. 92614
Contact:
Konnie Dobreva
konnie@epdsolutions.com / (949) 794-1183
July 26, 2021
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Urban Planning ■ Due Diligence ■ Entitlements ■ CEQA/NEPA ■ Development Services ■ Management ■ Public Outreach
2 Park Plaza, Suite 1120 ■ Irvine, Calif. 92614
949.794.1180 ■ info@epdsolutions.com
Submitted via email.
July 26, 2021
Damaris Abraham
City of Lake Elsinore
130 South Main Street
Lake Elsinore, CA 92530
RE: Proposal for CEQA Analysis, Lakeside Project, City of Lake Elsinore
Dear Ms. Abraham:
Thank you for the opportunity to submit this proposal to prepare the required environmental documentation
for the proposed residential development of up to 138 detached condominium units with 3 recreation lots,
2 open space lots, a natural open space lot, private streets, water quality basin, and sewer lift station on
18-acres (34.81 gross acres) in the City of Lake Elsinore. Based on our review of the request for proposal,
we understand the City seeks a consultant capable of carrying out preparation of a legally defensible Initial
Study (IS) and Mitigated Negative Declaration (MND), in compliance with the California Environmental
Quality Act (CEQA).
EPD Solutions, Inc. (EPD) is a full-service environmental consulting firm dedicated to creating environmental
and planning services of distinction, quality and legal merit that optimize value, are environmentally
responsible, and enhance the communities in which the services are provided. We have unique local
experience with projects throughout Riverside County, including numerous projects within the City of Lake
Elsinore and surrounding cities including Murrieta and Perris.
EPD is uniquely qualified to enter a partnership with the City, as our lead environmental planning and
compliance specialists have over 20 years of experience in CEQA compliance, with expertise in project
management, impact assessment, permitting, and technical writing. This unique combination of capabilities
allows EPD to proactively participate in, evaluate, advise, and guide a development’s due diligence and
CEQA compliance process. In addition, our environmental services staff have earned an esteemed reputation
for providing high-quality, legally defensible documents that are understood by the general public.
Too frequently CEQA consultants are passive participants in this process. At EPD we are highly engaged in
the overall entitlement process, including plan and technical studies review. Our team’s extraordinary blend
of environmental policy planners, legal experts, project managers, and a technical team made up of
biologists, traffic engineers, air quality and greenhouse gas experts, acoustical specialists, and cultural
resource specialists afford us the ability to be active participants in assisting the City to evaluate the project
as part of the overall CEQA compliance effort. Konnie Dobreva, JD, who has over 20 years of public- and
private-sector planning and legal experience, will manage the environmental documentation for this project.
She will be supported by our highly qualified team, including Renee Escario, Jeremy Krout, AICP, and
Meghan Macias, TE.
We believe we are the right firm to support the City on this project for the following reasons:
■ EPD has a proven track record as a leader in environmental documentation experience. EPD’s
staff has completed dozens of documents in compliance with CEQA. These documents have
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 4
included various classes of categorical exemptions, mitigated negative declarations, and
environmental impact reports for a wide array of projects, including residential developments,
small- and large-scale commercial and industrial facilities, master plans and general plans. Our
Director of Environmental Planning and CEQA project manager for this project, Konnie Dobreva,
has worked on projects as diverse as the Downtown Commercial Core Specific Plan EIR for the
City of Tustin, CEQA analyses for industrial warehouses and distribution centers in Southern
California, and infill residential communities in the City of Anaheim. With this background, we
will produce a CEQA document of the highest quality for the scope proposed herein.
■ EPD offers a wide range of in-house capabilities. EPD brings to the City an experienced team
skilled in preparation of CEQA documentation and knowledgeable about CEQA standards and
expectations. EPD maintains in-house staff with advanced capabilities in all topic areas required
for analysis.
■ EPD understands what it takes to implement complex multi-faceted projects. For many of our
clients, we fulfill the complete range of activities required to successfully comply with CEQA,
including the preparation of technical studies, consultations with outside agencies, preparation
and distribution of required notices, coordination of scoping meetings, reprographics, and
meeting presentations. Our staff functions as an extension of the lead agency’s staff, managing
as much or as little as requested by the agency for each project.
■ EPD recognizes that availability and responsiveness are a top priority. The environmental
documentation for the project would be managed by principal-level staff, who would be
available as required to attend in-person or virtual meetings and conference calls with City staff
to ensure information exchange is smooth and any issues that arise are resolved quickly.
We hope you find our proposal compelling and we look forward to working with the City on this endeavor.
Please contact me at (949) 794-1183 or konnie@epdsolutions.com with any questions regarding this
proposal or our expertise.
Respectfully submitted,
EPD Solutions, Inc.
Konnie Dobreva, JD
Director of Environmental Planning
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 5
PROJECT UNDERSTANDING
The 18-acre (34.81 gross acres) project site is located east of the intersection of Riverside Drive and Grand
Avenue in the southwest portion of the City of Lake Elsinore. The project site is located to the west of Interstate
15 (I-15). Local access to the site is provided by Grand Avenue. The site is bound by Grand Avenue to the
west, a mobile home park to the north, Lake Elsinore to the east, and Grand Avenue to the south followed
by single-family residences and commercial businesses.
The project site is currently vacant and undeveloped with the exception of a single-family residence that has
been partially demolished located near the central portion of the site. The western portion of the site consists
of grasses while the northeastern portion has scattered trees throughout.
The project site has a General Plan Land Use designation of High Density Residential and Recreational and
a zoning designation of High Density Residential (R-3) and Recreation (R). The High Density Residential
designation is intended for multi-family attached units at the lower end of the density range of18 units per
acre and apartment or condominiums at the upper density range of 24 dwelling units per acre. The R-3
district is intended to provide locations for multiple-family residential projects at densities of up to 24
dwelling units per acre, in compliance with the City’s General Plan designation. The proposed project would
develop the condominiums within the areas designated as High Density Residential at a density of
approximately 7.7 units per acre.
PROPOSED ENVIRONMENTAL REVIEW
EPD understands that the City is currently reviewing the Cultural and Paleontological reports, biological
reports, Phase I ESA, Traffic, Hydrology, and WQMP. EPD would review Air Quality, Greenhouse Gas, and
Noise prior to submittal to the City. Based on the proposed uses, significant and unavoidable uses are not
anticipated, and the environmental document would be an Initial Study/Mitigated Negative Declaration
(IS/MND). The following scope of work is based on an IS/MND document.
SCOPE OF WORK
Task 1: Project Initiation and Project Description
Task 2: Peer Review of Technical Studies
Task 3: Initial Study/Mitigated Negative Declaration (IS/MND)
Task 4: Meetings & Hearings
Task 5: Project Management/Coordination
Task 1. Project Initiation and Project Description
As part of this task, EPD will review the project’s entitlement submittal package, the City’s General Plan and
Municipal Code, and other relevant documents. EPD will then prepare a detailed project description for the
project.
As you know, one of the keys to successful CEQA compliance is a clear definition of the project and its
components. Prior to initiating technical studies, the project description must be complete, comprehensive, and
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 6
stable and finite in order to ensure the studies analyze potential impacts accurately and fully. EPD will
identify any additional information needed to develop a thorough and complete project description.
EPD will also confer with the City and project team during this early process to discuss the potential
environmental impacts of the proposed project based on review of the technical studies mentioned above.
Subsequent to this initial analysis, EPD will discuss with the team the results and identify any potential issues
relative to the impact analysis and mitigation measures
Task 2. Peer Review of Technical Studies
EPD will review the following applicant prepared technical studies and provide comments, as necessary. The
technical studies will be peer reviewed for technical and CEQA adequacy and EPD will confirm mitigation
measures are feasible for the proposed project.
• Air Quality
• Greenhouse Gas
• Noise
This scope of work assumes the following technical studies will be provided by the applicant team and
approved by the City for technical adequacy. EPD assumes these studies will be adequate for CEQA but
will independently review them during preparation of the environmental document and will advise the City
if revisions are necessary:
• Biological Studies
• Cultural Study
• Geotechnical Report
• Hydrology Report
• Paleontological Resources Assessment
• Phase I ESA
• Water Quality Management Plan
• Vehicle Miles Travels and Traffic Study
Task 3. IS/MND
This scope of work assumes an Initial Study (IS), which will summarize the results of the technical studies,
including mitigation measures, and analyze the findings in the technical studies and the project components
pursuant to the applicable thresholds of significance. For purposes of the following scope of work, we have
assumed the IS will determine that all impacts can be mitigated either through project design or mitigation
measures, which would permit an MND be prepared. However, if the technical studies or our analysis
determines that impacts cannot be reduced to below a level of significance with mitigation, an Environmental
Impact Report (EIR) may be required. We will advise the City immediately if we find any impacts could
reach this severity and an adjustment to our scope of work is required.
3a. Administrative Draft IS/MND
EPD will prepare an IS/MND consistent with the State CEQA Guidelines and the City’s local CEQA guidelines.
An administrative draft of the IS/MND will be provided to the project team and City for review. One round
of review is assumed.
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 7
3b. Screencheck Draft IS/MND
Based on comments from the project team and City, a screencheck draft will be submitted to the City for
review. Project team and City comments will be incorporated into an updated document. One round of
review per entity is expected.
3c. Public Draft IS/MND
Incorporating City comments, EPD will prepare a Public Review Draft IS/MND and prepare the document
for public release and distribution. As part of this task, EPD will also prepare a Mitigation Monitoring and
Reporting Program (MMRP) for the project. The MMRP will use the City’s typical format for such documents.
EPD will review the MMRP with the project team to ensure the steps to compliance with each mitigation
measure are appropriate and feasible. At the conclusion of this task, EPD will coordinate public release of
the IS/MND and NOI for a 20-day or 30-day review period. If a submittal to the State Clearinghouse
occurs, a Notice of Completion (NOC) will be prepared and submitted alongside the IS/MND.
3d. Responses to Comments
Although not required by CEQA for a MND, EPD will prepare responses to public comments and communicate
with the City and project team to discuss any comments that raise significant issues or require additional
analysis beyond what has been completed under Task 3 and assumed in this proposal. EPD will inform the
project team immediately if an addendum to this proposal is needed as a result of the public comments. A
total of 16 hours has been assumed in the budget for this task. The response to comments will be provided
to the City for inclusion in the Planning Commission staff report. The schedule provided in this scope of work
assumes responses to comments are required to be provided to commenters 10 days prior to hearing as a
City policy, although not required per CEQA. If City policy varies, the schedule will be adjusted accordingly.
3e. Final IS/MND
EPD will compile the Final IS/MND document addressing any changes associated with the responses to
comments for the Planning Commission and City Council hearing. Upon City approval of the environmental
document, EPD will coordinate filing of the Notice of Determination (NOD).
Task 4. Meetings & Hearings
EPD will attend two team meetings (either in person or via conference call) and two public hearings. EPD
staff will be available to respond to Planning Commission and City Council questions on the project.
Task 5. Project Management/Coordination
EPD’s CEQA project manager will coordinate closely with City staff on the completion and review of the
IS/MND and associated documents in a legally defensible and accurate manner, and that they are useful
to decision makers considering the approval of the project. The project manager will also coordinate with
City staff throughout the process not only to streamline the CEQA process, but to avoid or anticipate any
changes that could result in delays.
The project manager will be the key contact and will be responsible for managing (1) IS/MND task
scheduling and assignments, management of resources, monitoring of costs, and schedule adherence; (2)
consultation and coordination with local and state agencies relative to the environmental document and the
environmental review process; (3) coordination and communications with the Client’s project team to ensure
that City policies, procedures, and any applicable codes are complied with and, where applicable, are
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 8
incorporated into the IS/MND; (4) ensuring that the environmental review process and the IS/MND satisfy
the statutes and guidelines of CEQA and CEQA procedures; and (5) representing the consultant team in
public meetings.
This scope of work assumes ongoing project management at an estimated 1 hour/week for the project
manager and 2 hours/month for the principal-in-charge are included for the duration of the 6-month schedule
(excluding the public review period) as estimated in this proposal.
FEES & EXPENSES
EPD proposes the following labor fees and budget for expenses. Fixed fee and hourly budget tasks are
identified below.
TASK FEE TYPE FEE
Task 1. Project Initiation and Project Description Fixed $2,945
Task 2: Peer Review of Technical Studies Fixed $5,550
Task 3. Initial Study/Mitigated Negative Declaration
Task 3A: Administrative Draft Initial Study Fixed $24,025
Task 3B: Screencheck Draft IS/MND Fixed $4,885
Task 3C: Public Draft IS/MND Fixed $3,920
Task 3D: Response to Comments Hourly $4,000
Task 3E Final IS/MND Fixed $1,780
Task 4: Meetings and Hearings Hourly $5,020
Task 5: Project Management Hourly $7,125
TOTAL LABOR $59,250
Expenses Budget $5,000
TOTAL LABOR AND EXPENSES $64,250
This budget does not include direct expenses, processing or application fees, or deposits for environmental
consultants contracted directly by the client. Expenses would be billed per the attached Provisions of
Agreement.
Our cost estimate is based on our scope of services and schedule, and the following assumptions:
The cost estimate is valid for up to 180 days from the date of submittal/opening, after which it
may be subject to revision.
Costs have been allocated to tasks to determine the total budget. EPD may reallocate costs among
tasks, as needed, as long as the total budget is not exceeded.
Additional review cycles or additional versions of administrative drafts of any documents beyond
the assumptions contained within the scope of work will constitute additional work.
The budget is based on completion of work within a maximum 12-month schedule. If a delay of 90 days or
more occurs as a result of circumstances beyond control we reserve the right to adjust our budget to account
for increased labor rates and other costs.
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 9
SCHEDULE
The project schedule below outlines the tasks and timeline expected for the proposed Project.
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 10
Thank you again for the opportunity to work on this project. Should you have any questions, please do not
hesitate to contact me at (949) 794-1183 or konnie@epdsolutions.com.
Sincerely,
EPD Solutions, Inc.
Konnie Dobreva, JD
VP of Environmental Planning
To begin work, EPD requires this agreement be signed by the client below.
Agreed to by:
__________________________ _____________
Signature Date
________________________________________
Printed Name and Title
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 11
PROVISIONS OF AGREEMENT
City of Lake Elsinore (“Client”) and Environment | Planning | Development Solutions, Inc. (“Consultant”) agree that the
following Provisions of Agreement (“Provisions”) shall be part of the agreement to Client dated July 22, 2021 for the
services described therein (“Project”) to which these Provisions are attached and both shall be considered and
constitute the “Agreement” referenced herein.
I. DEFINITIONS:
1. Client and Consultant agree to cooperate with each other in order to fulfill their responsibilities and obligations
under this Agreement. Both Client and Consultant shall endeavor to maintain good working relationships among
members of the project team.
2. Ownership of Instruments of Service: All documents prepared or furnished by Consultant pursuant to this
Agreement are Consultant’s Instruments of Service, have been prepared for use solely with respect to this
Project, and Consultant shall retain an ownership and property interest therein. Consultant grants Client a
license to use Consultant’s Instruments of Service for the purpose of constructing, occupying and maintaining
the Project. Reuse or modification of any such documents by Client, without Consultant’s written permission,
shall be at Client’s sole risk, and Client agrees to indemnify and hold Consultant harmless from all claims,
damages and expenses, including attorneys’ fees, arising out of such reuse by Client or by others acting
through Client.
Client acknowledges that Consultant’s Instruments of Service may be stored and delivered to Client and others in
electronic files (“Data”), and that anomalies and errors can be introduced into the Data when it is transferred or
used in conjunction with incompatible computer equipment or software. Consultant’s Data is being furnished "as is"
and Consultant shall have no duty to modify or update the Data. Consultant reserves the right to retain an archival
paper or electronic copy of the Data delivered to Client or the general contractor which shall be referred to and
shall be conclusive proof and govern in all disputes over the form or content of the Data furnished by Consultant.
If Consultant is not paid in full for all its services, Client shall, upon demand, return Consultant and Consultant’s sub-
consultants Instruments of Service and refrain from using Instruments of Service for any purpose whatsoever.
II. CONSULTANTS RESPONSIBILITIES:
1. Consultant will perform its professional services in the manner identified in the Agreement for the identified
fixed fees and budgeted items, excluding direct expenses. Services provided on a time and materials basis
or additional services will be charged based on the following hourly billing rates:
List of Standard Hourly Rates
Position Hourly Rate
President/Principal $250 - $275
Vice President of: Planning/Environmental Planning/ Development,
Transportation Planning; Principal Engineer
$230 - $250
Director of: Planning/Environmental Planning/Development,
Transportation Planning
$210 - $230
Senior: Project Manager/Planner/Transportation
Planner/Engineer/Environmental Planner/Associate
$185 - $210
Project Manager $170 - $185
Associate Planner; Environmental Planner; Transportation Planner $160 - $170
Assistant: Project Manager, Environmental Planner; Transportation
Planner; Project Planner
$150 - $160
Project Coordinator; GIS Analyst $135 - $150
Proposal for CEQA Analysis
Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 12
Support Staff $85 - $135
For not-to-exceed tasks, once the maximum fee is reached, Consultant will stop work unless Consultant and
Client agree to increase the maximum fee amount or Client agrees to pay for additional services in accordance
with Consultant's billing rates identified herein.
This rate schedule is subject to change due to the granting of wage increases and/or other employer benefits
to field or office employees during the lifetime of this agreement.
2. Consultant will complete professional services described in this Agreement as expeditiously as is consistent
with, and limited to, Consultant’s standard of care.
3. This Agreement comprises the entire and integrated agreement between Client and Consultant and supersedes
all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended
only by written instrument signed by an authorized representative of both Client and Consultant.
4. If any of the provisions of this Agreement shall be finally determined to be invalid or unenforceable in whole
or in part, the remaining provisions hereof shall remain in full force and effect and be binding upon Client and
Consultant hereto. Client and Consultant agree to reform this Agreement to replace any such invalid or
unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention
of the stricken provision.
5. If the scope of services includes Consultant's assistance in applying for governmental permits or approvals,
Consultant's assistance shall not constitute a representation, warranty or guarantee that such permits or
approvals will be acted upon favorably by any governmental agency.
6. Governing Law: The laws of the state in which the Project is located shall govern the validity and interpretation
of this Agreement.
7. Construction Observation: Consultant shall visit the project at intervals appropriate in the Consultant’s
professional opinion, during construction to become generally familiar with the progress and quality of
contractor’s work and to determine if the work is proceeding in general accordance with the Contract
Documents. Client has not retained Consultant to make detailed inspections or to provide exhaustive or
continuous project review and observation services. Consultant does not guarantee the performance of, and
shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other
entity furnishing materials or performing any work on the project.
If Client desires more extensive project observation or full-time project representation, Client shall request such
services be provided by Consultant as Additional Services in accordance with the terms of this Agreement.
It is agreed that Consultant’s services under this Agreement do not include project observation, review of
contractor’s performance or any other construction phase services. Client assumes all responsibility for all
construction phase services including, but not limited to:
a. Submittal review and approval
b. Contract document interpretation
c. Site observations
d. Change order review and approval
e. Review and approval of contractor payment applications
f. Certificates of substantial and final completion
g. Preparation and disposition of punch lists
h. Responding to contractor requests for information
i. Administration of any operational and maintenance training including collection operational and
training manuals
Client waives any claims against Consultant that may be in any way connected with Client’s decision not to
retain Consultant to performance construction phase services. Client agrees, to the fullest extent permitted by
law, to indemnify and hold harmless Consultant, its officers, directors, employees and sub-consultants
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Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 13
(collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys’ fees and
defense costs, arising out of or in any way connected with the performance of such services by other persons
or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments
or changes made to Contract Documents to reflect changed field or other conditions.
Client, Client’s contractors or subcontractors, or anyone for whom Client is legally liable shall assume full
responsibility for the results of any changes made to the Contract Documents during construction. Client agrees
to waive any claims against Consultant and to release Consultant from any liability arising directly or indirectly
from such changes.
Contract Documents Definition: Consultant consist of the agreement, conditions of the contract (general,
supplementary and other conditions), drawings, specifications, addenda issued prior to execution of the
Agreement, other documents and modifications issued after execution of the Agreement.
8. Jobsite Safety: Consultant shall not supervise, direct or have control over general contractor or its
subcontractors, regardless of tier, any employee or agent thereof (hereinafter “Contractor”) work. Consultant
shall not have authority over or responsibility for the construction means, methods, techniques, sequences or
procedures or for safety precautions and programs in connection with the work of Contractor. Consultant does
not guarantee the performance of the construction contract by Contractor and does not assume responsibility
for Contractor’s failure to furnish and perform its work in accordance with the Construction Documents.
III. CLIENT’S RESPONSIBILITIES
1. Client acknowledges that its right to utilize reports and other documents of Consultant provided pursuant to
this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this
Agreement, and Client has performed all its obligations under this Agreement, including but not limited to
payment for services rendered.
2. Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized
changes, use or reuse of the electronic files for any other project by anyone other than Consultant.
3. All fees and other charges due Consultant will be billed monthly and shall be due at the time of billing unless
specified otherwise in this Agreement.
4. Consultant will provide Client with monthly invoices for services rendered and costs advanced. Client agrees
that all billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) days
from the date of receipt of such billing, notifies Consultant in writing of alleged inaccuracies, discrepancies, or
errors in billing.
5. Client agrees to pay a monthly late payment charge, which will be the lesser of one and one-half percent (1-
1/2%) per month or a monthly charge not to exceed the maximum legal rate, which will be applied to any
unpaid balance commencing thirty (30) days after the date of the billing. If Client notes any inaccuracies,
discrepancies, or errors in billing pursuant to paragraph 13, late fees shall only apply beginning on the thirty-
one (31) days after the inaccuracies, discrepancies, or errors have been corrected.
IV. OWNERSHIP AND USE OF DOCUMENTS AND DATA
1. Prints or document printing will be billed directly to Client by the print company at no additional Consultant
administrative cost or billed by Consultant at cost plus fifteen percent (15%). All other reimbursable
expenditures will be invoiced at cost plus fifteen percent (15%) handling fee. Sub-consultant costs will be
billed at cost plus twenty-five percent (25%). Mileage will be billed at the standard Federal rate as provided
for under Internal Revenue code.
2. Standard of Care: Consultant’s services shall be provided consistent with and limited to the standard of care
applicable to such services, which is that Consultant shall provide its services consistent with the professional
skill and care ordinarily provided by members of the same profession practicing in the same or similar locality
under the same or similar circumstances.
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Lakeside Residential Project - Lake Elsinore, CA
July 26, 2021 Page 14
3. Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and
obligations of the parties to this Agreement shall survive such completion or termination and remain in full force
and effect until fulfilled hereunder and termination of this Agreement.
V. RISK ALLOCATION
1. Waiver of Consequential Damages: Notwithstanding any other provisions in this Agreement, Client and
Consultant each waive consequential damages against the other party. Notwithstanding anything to the
contrary set forth herein, the foregoing waiver shall not apply if the consequential damages are covered by
Consultant’s insurance policy.
2. Indemnity: Consultant and Client each agrees to indemnify and hold harmless the other (Indemnitor and
Indemnitee), and their respective principals, officers, directors, partners, employees, and any other entity or
person for which Indemnitor and Indemnitee is legally liable, from and against any damages, losses, liabilities,
judgments, settlements, expenses, and costs (including reasonable and necessary attorneys' fees, costs and
expenses recoverable under applicable law), that Indemnitee incurs as a result of third party claims, demands,
actions, suits or matters connected therewith, to the extent caused by the negligent acts, errors or omissions, or
willful misconduct of Indemnitor in the performance of services under this Agreement and any other entity or
person for which the Indemnitor is legally liable.
Notwithstanding the foregoing, if Indemnitor’s obligation to indemnify arises out of Indemnitor’s performance
of services for the Project as a “design professional,” as that term is defined in California Civil Code Section
2782.8, Indemnitor’s indemnity obligation shall be limited in accordance with the provisions of Section 2782.8
as it was in effect as of the date of this Agreement.
3. Waiver of Personal Liability: It is intended by the parties to this Agreement that Consultant or its sub-
consultant(s) services in connection with this Project shall not subject Consultant’s or its sub-consultant(s) individual
employees, officers or directors to any personal legal exposure for the risks associated with the Project or this
Agreement, or any Addenda. Therefore, and notwithstanding anything to the contrary contained herein,
CLIENT agrees that as Client’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or
asserted only against Consultant, a California corporation or its incorporated sub-consultant(s), and not against
any of Consultant’s or its sub-consultant(s) individual employees, officers or directors.
4. Consultant will be legally liable for only the services expressly undertaken pursuant to this Agreement, and
not otherwise. Consultant will not be legally liable for the providing of, or the failure to provide other services,
even if information from others is incorporated into Consultant's instruments of service for ease of reference or
otherwise. Further, and without limitation, Consultant will not be responsible for delays or other matters beyond
its reasonable control; for inaccurate information provided to it by Client or other reasonably reliable sources;
for site conditions of which it was not informed; for hazardous materials or toxic substances at the Project site;
for construction means, methods, techniques, sequences or procedures, including without limitation excavation,
shoring, demolition or erection procedures or construction safety precautions and programs; for the timeliness
or quality of contractor performance or for the failure of any contractor to perform work in accordance with
the Project’s construction documents; or for actions or inaction of third parties including other consultants, utility
companies and governmental or quasi-governmental agencies.
5. Limitation of Liability: To the extent permitted by law, the total liability, in the aggregate, of Consultant and
its employees, officers, directors, members, partners, agents, and consultants, to Client, its subsidiary and/or
affiliated companies and its respective employees, officers, directors, members, partners, agents and anyone
claiming by, through, or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever
arising out of, resulting from or in any way related to Consultant’s services, the Project or this Agreement, or
any addenda, from any cause or causes whatsoever, including but not limited to, negligence, strict liability,
breach of express or implied contract or warranty shall not exceed the available proceeds of insurance
coverage.
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Lakeside Residential Project - Lake Elsinore, CA
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6. Certification: Consultant shall not be required to execute certificates, consents or reliance letters that would
require knowledge, services or responsibilities beyond the scope of this Agreement, and shall not be required
to sign any documents that would result in Consultant having to certify the existence of conditions whose
existence Consultant cannot reasonably ascertain beyond its standard of care.
7. Unauthorized Changes to Plans: In the event Client, Client's contractors or subcontractors or anyone for whom
Client is legally liable, makes or permits any changes to be made to any reports, plans, specifications or other
construction documents prepared by Consultant without obtaining Consultant's prior written consent, Client
agrees to waive any claim against Consultant and to release Consultant from any liability arising directly or
indirectly from such changes. In addition, Client agrees (1) to the fullest extent permitted by law, to indemnify
and hold harmless Consultant from any damages, liabilities or costs arising from such change, and (2) to include
in any contracts for construction appropriate language that prohibits any contractor or subcontractors of any
tier from making any changes or modifications to Consultant's construction documents without the prior written
approval of Consultant and that further requires contractor to indemnify both Consultant and Client from any
liability or cost arising from such changes made without such proper authorization.
VI. INSURANCE
1. Insurance: Consultant shall purchase business insurance as follows:
a. Professional Liability Insurance, with prior acts coverage sufficient to cover the services performed under this
Agreement, and policy limits in an amount of $1,000,000 each claim and $2,000,000 annual policy period
aggregate limit.
Consultant specifically agrees, pursuant to this Agreement, to waive any rights of recovery against Client
because of any payment made to the extent coverage is provided by the policy.
b. Commercial General Liability Insurance (ISO CG 0001 0413), or another equivalent occurrence-based policy
form, including coverage for bodily injury and property damage liability arising out of premises, operations,
completed operations, and products in addition to advertising injury and personal injury liability coverage
with a per project limit of not less than $1,000,000 each occurrence and $2,000,000 general aggregate
limit.
Consultant specifically agrees, pursuant to this Agreement, to the following:
i. Additional Insured Provision: Shall include Client and Client-designated additional insured(s), to the extent
coverage is provided by the policy, caused in whole or in part by Consultant or those acting on
Consultant’s behalf. Additional insured coverage shall be provided by a combination of the CG2010
0413 and CG2037 0413 endorsements, or other comparable endorsement(s).
ii. Primary and Non-Contributory Provision: The insurance provided to Client-designated additional
insured(s) is primary to other insurance, which covers such additional insured as a named insured, and will
not share with that other insurance to the extent coverage is provided by the policy. Primary and Non-
contributory coverage shall be provided by CG2401 0413, or other comparable endorsement.
iii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against
Client-designated additional insured(s), because of any payment made to the extent coverage is
provided by the policy. Waiver of Subrogation provision shall be provided by CG2404 0509, or other
comparable endorsement.
c. Hired and Non-Owned Automobile Liability Insurance, with a limit of not less than $1,000,000 combined single
limit for bodily injury and property damage liability arising out of the maintenance or use of any policy
covered hired or non-owned automobile by Consultant or Consultant’s employees in the course of Consultant’s
business.
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Consultant specifically agrees, pursuant to this Agreement, to the following:
i. Additional Insured Provision: Shall include Client-designated additional insured(s), to the extent coverage
is provided by the policy.
ii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against
Client-designated additional insured(s), because of any payment made to the extent coverage is
provided by the policy.
d. Commercial Umbrella or Excess Liability Insurance, on a follow form basis with a limit of not less than
$2,000,000 each occurrence and $2,000,000 general aggregate limit. Coverage shall be excess of
commercial general liability, hired and non-owned automobile liability and employers’ liability with such
coverage being concurrent with underlying insurance.
e. Workers’ Compensation Insurance, covering Consultant’s employees in accordance with statutory requirements
of all jurisdiction(s) in which Services are being performed and Employers’ Liability Insurance in an amount of:
Bodily Injury by Accident: $1,000,000 Each Accident
Bodily Injury by Disease: $1,000,000 Policy Limit
Bodily Injury by Disease: $1,000,000 Each Employee
Consultant specifically agrees, pursuant to this Agreement, to the following:
i. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against
Client because of any payment made to the extent coverage is provided by the policy. Waiver of
subrogation provision shall be provided by WC 04 03 06 (Ed. 4-84) from the Workers’
Compensation Insurance Rating Bureau or WC 00 03 13 (Ed. 4-84) from the National Council on
Compensation Insurance, or other comparable endorsement.
f. Certificates of Insurance: Prior to the commencement of this Agreement and upon the renewal of any of the
insurance policies required hereunder, Consultant shall furnish certificates of insurance to Client as evidence of
the insurance listed in Article 25.
2. Compliance with Code: Consultant shall exercise due and reasonable professional care in observing those
federal, state, and local codes, standards, statutes, and regulations applicable at the time Consultant renders
service. Notwithstanding the foregoing, Consultant has no responsibility for the discovery, presence, handling,
removal, or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the
Project site. It is understood, however, that various codes and regulations are subject to varying and sometimes
contradictory interpretation. Consultant shall exercise its professional skill and care consistent with, and limited
to, the generally accepted standard of care to provide a design that complies with such regulations and codes.
VII. DISPUTE RESOLUTION
1. (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the
design or construction of the project or following completion of the project, Client and Consultant agree that
all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding
mediation, unless the parties mutually agree otherwise.(b) Subdivision (a) shall not preclude or limit Consultant's
right to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims
court.(c) Subdivision (a) shall not preclude or limit Consultant's right to record, perfect or enforce top notice
remedies.
2. Reliance on Information Provided by Others: Consultant shall be entitled to rely, without liability, on the
completeness and accuracy of any and all information and data provided by Client, Client’s consultants and
contractors, and information from public records, without the need for independent
verification. Notwithstanding the foregoing, Consultant shall use its reasonable judgment and experience in
determining whether such reliance is advisable.
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Client will also require its consultants and contractors to promptly notify Client if its consultants or contractor(s)
observes or becomes aware of faults or defects in documents prepared by Consultant and Client will provide
prompt written notice to Consultant.
3. Assignment: Neither Consultant nor Client may assign its obligations, interests, or delegate its duties under this
Agreement (including monies that are due or monies that may be due) without prior written permission of the
other party, which consent shall not be unreasonably withheld.
4. Severability: If any of the provisions of this Agreement shall be finally determined to be invalid or
unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect and be
binding upon Consultant and Client hereto. Consultant and Client agree to reform this Agreement to replace
any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as
possible to the intention of the stricken provision.
VIII. GENERAL PROVISIONS
1. Suspension of Services: Services may be suspended in the event of the following:
a. A substantial failure of performance by either party.
b. Any Client’s payment is more than 30 calendar days past due and Consultant shall have no liability to
Client for delay or damage caused Client because of such suspension of services.
c. Before resuming services, Client shall pay Consultant all sums due prior to such suspension and expenses
incurred in the interruption and resumption of Consultant’s services. Consultant’s fees for the remaining
services and the time schedules shall be equitably adjusted.
d. If the Project is abandoned or suspended in whole or part for more than a cumulative ninety (90) calendar
days or indefinitely postponed either party may terminate this Agreement and Consultant shall be paid
for all services provided.
e. If the Project is resumed after a delay of more than ninety (90) calendar days in the aggregate,
Consultant shall be entitled to additional compensation for remobilization costs and the time schedules
shall be equitably adjusted.
2. Termination: Either party may terminate this Agreement upon seven (7) working days' written notice to the
other party, with or without cause. Said notice shall be deemed to be effective upon delivery to the other
party. In the event of termination by Client, Consultant shall cease work at the time specified or if no time is
specified, at the end of the day on the day receipt of the notice. Consultant shall be paid in full for services
performed and expenses incurred to date as reasonably agreed upon by both parties.
3. Third-Party Beneficiaries: Client and Consultant agree that services performed by Consultant under this
Agreement are solely for the benefit of Client, and are not intended by either Client or Consultant to benefit
any other person or entity including, but not limited to, the Project contractor and/or any of its subcontractors.
Any such benefit is purely incidental and such other person shall not be deemed a third-party beneficiary of
this contract.
4. Governing Law: This Letter Agreement shall be governed in accordance with the laws of the state in which
the Project is located, excepting those provisions dealing with conflicts of laws.