HomeMy WebLinkAboutD- VI Michael Brandman Assoc. 10-04-04CITY OF AZUSA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 4th day of October, 2004 by and between
the City of Azusa, a municipal organization organized under the laws of the State of California
with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295
("City") and Michael Brandman Associates, a California corporation, with its principal place of
business at 220 Commerce, Suite 200, Irvine, Ca. 92602 ("Consultant"). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties".
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Biologist and Architectural
Historian services to public clients, is licensed in the State of California, and is familiar with the
plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Monrovia Nursery
Specific Plan and Project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Biologist and Architectural Historian
consulting services necessary for the Project ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall
be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state and federal laws, rules and
regulations.
3.1.2 Term. The term of this Agreement shall be from October 4, 2004 to
October 4, 2006, unless earlier terminated as provided herein. Consultant shall complete the
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October 4, 2006, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and PaMent of Subordinates; Inde endent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes, income
tax withholding, unemployment insurance, disability insurance, and workers' compensation
insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon written approval of City. In the event that City and Consultant
cannot agree as to the substitution of key personnel, City shall be entitled to terminate this
Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Kenneth J. Lord, Project Director, Scott Crawford, Sr. Biologist/Project Manager, and
Christeen Taniguchi, Architectural Historian/Project Manager.
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3.2.5 City's Representative. The City hereby designates Robert Person,
Assistant City Manager, or his or her designee, to act as its representative for the performance of
this Agreement ("City's Representative"). City's Representative shall have the power to act on
behalf of the City for all purposes under this Contract. Consultant shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Kenneth J.
Lord, Project Director, or his or her designee, to act as its representative for the performance of
this Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this Agreement.
The Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care, Perfonnance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to perform the
Services, including a City Business License, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. As provided for in the indemnification
provisions of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions, which are
caused by the Consultant's failure to comply with the standard of care provided for herein. Any
employee of the Consultant or its sub -consultants who is determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat
to the safety of persons or property, or any employee who fails or refuses to perform the Services
in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal/OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
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indemnify and hold City, its officials, directors, officers, employees and agents free and harmless,
pursuant to the indemnification provisions of this Agreement, from any claim or liability arising
out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for -Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by
the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
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contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insured with respect to the Work or operations
performed by or on behalf of the Consultant, including materials, parts or equipment furnished in
connection with such work; and (2) the insurance coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self-insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant=s
scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant=s
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its directors, officials,
officers, employees, agents and volunteers for losses paid under the terms of the insurance policy,
which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the City; and (B) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds, No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. Consultant
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shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Accgptability Acceptabilityof Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy, shall be signed by aperson authorized by that insurer to bind coverage on its
behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and regulations,
and shall exercise all necessary precautions for the safety of employees appropriate to the nature
of the work and the conditions. under which the work is to be performed. Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks,
confined space procedures, trenching and shoring, equipment and other safety devices,
equipment and wearing apparel as are necessary or lawfully required to prevent accidents or
injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation
shall not exceed Five thousand dollars ($5,000) for Architectural Historian Services, and
Seventy-five hundred dollars ($7,500) for Biologist Services without written approval of City's
City Manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
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Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within 45 days of receiving such statement, review
the statement and pay all approved charges thereon.
3.3.3 Reimbursement for „Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work,
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without written authorization
from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services, which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
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whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Michael Brandman Associates
220 Commerce, Suite 200
Irvine, Ca. 92602
Attn: Kenneth J. Lord, Project Director
City of Azusa
213 East Foothill Blvd.
Azusa, CA 91702-1295
Attn: Julie A. Gutierrez, City Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data, Licensing of Intellectual Proneriy. This
Agreement creates a non-exclusive 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
all subcontractors to agree in writing that City is granted a non-exclusive 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 and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and 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. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. 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 of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorne, 'sem. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant
shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for
any and all legal expenses and costs incurred by each of them in connection therewith or in
enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its directors, officials officers,
employees, agents or volunteers.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified in writing signed by both
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parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 Cit 's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 Construction; References; Cations. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.14 Amendment, Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
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provisions shall continue in full force and effect.
3.5.18 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.
3.5.19 Equal Opportunity Eml2loyment. 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. Consultant shall also comply with all relevant provisions of City's Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and agrees to comply with such provisions before
commencing the performance of the Services.
3.5.21 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 make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
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CITY OF AZUSA
MICHAEL BRANDMAN ASSOCIATES
�r �
By: L ` By:
Juli A. Gutierrez .Kennett
City M anager �e
Attest:
City Clerk
Approved as to Form:
Best Best & Krieger LLP
City Attorney
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City of Azusa -Monrovia Nursery Specific Plan and Project
Bioloaica/ Services and Architectural Historian Services Exhibit A
EXHIBIT A
SCOPE OF WORK
Biological Services
The Scope of Work described below is in response to the City of Azusa's August 3, 2004 Request
for Proposal, requesting Michael Brandman Associates (MBA) to act as the City's biological
expert for the Monrovia Nursery Specific Plan. As the City's biologist, MBA's main focus will be
to provide the City with technical expertise regarding biological resources.
Our proposed scope of work outlines five tasks necessary to provide the City with biological
resources assistance:
Task 1 - Documentation Review
Review plans and biological resources documentation provided by potential developers
Task 2 - Written Documentation
Provide written comments regarding biological evaluation of all plans and biological
documentation.
Task 3 - Project Guidance
Provide direction regarding the development of mitigation plans or other related documentation
regarding planting, replacement, or other potential issues with sensitive native tree species.
Task 4 - Project Overview
Oversee implementation of any mitigation measure required for impacts to biological resources.
Task 5 - Project Management
Provide biological resources assistance to the City of Azusa for any additional worked that is
deemed necessary for Project Completion.
Mr. Scott Crawford will serve as the Project Manager for the Biologist Services project. Mr.
Crawford has 10 years of experience in conducting herpetological, mammalian, and avian surveys
in Southern California. Mr. Crawford is also experienced in GIS (Geographic Information
Systems) and vegetation mapping. Mr. Crawford has served as project manager for biological
projects for numerous projects throughout the southern California area. Of particular note is the
Quail Lake Project located south of Quail Lake and Highway 138. The 900 -acre site is located
within the proposed San Andreas Rift Zone Significant Ecological Area (SEA) in northwestern Los
Angeles County. He has also worked on the sluicing project for both Morris and San Gabriel Dam
within the City of Azusa and surrounding San Gabriel Mountains. He has also recently completed
wok on the 1600 -acre Runkle Canyon Specific Plan in Simi Valley.
SCOPE OF WORK
Architectural Historian Services
As per the RFP, MBA would provide architectural historian services to work with the Developer's
consultants to guide and review their work for performing environmental compliance. MBA would
also work closely with City of Azusa staff, the Cultural and Historic Preservation Commission and
Michael Brandman Associates A4
H:\Client (PN-JN)\2126\2126P003\2126P003 & 006 Exhibit A.doc
City of Azusa -Monrovia Nursery Specific Plan and Project
Biological Services and Architectural Historian Services Exhibit A
the Developer to provide technical assistance, and fulfill CEQA level mitigative measures to
protect and preserve the historic architectural resources associated with this residential and
commercial development project. The mitigative measures are listed in the Monrovia Specific Plan
EIR (m/m CRl through CRI 4).
As per the EIR and RFP, the onsite historical resources the MBA architectural historian would
work with include: 1) Palm Drive, 2) Monrovia Nursery Company Complex, 3) Residence built in
1910, 4) Research Office Complex and 5) Azusa Ditch and Covina Canal. The off-site historical
resources are: 1) Fairmount Cemetery and 2) Dhammakaya International Meditation Center.
The specific concerns of the architectural historian are found in the Monrovia EIR m/m CR1-CR6
and CR12-CR14. Several of the other mitigation measures are associated with impacts to
archaeological and paleontological resources; these are covered by a different RFP. However, a
few of the mitigation measures, CRS, CR6, CR13 and CR14, would also involve architectural
historian services. MBA's architectural historian would assist the archaeologist/paleontologist with
performing historical research and other technical assistance to fulfill these measures.
Scope of Work
Task 1: Guide and Review Documentation and Evaluation of Consultants
It is understood that the documentation and evaluation of the standing structures built before 1952,
the 1910 house, the Cliff House and tunnel entrance, and the millstone artifact, have been or will be
completed by other consultants hired by the Developer. Similar documentation would also be
completed by the Developer's consultants for the historic portion of the Vosburg House. These
activities fulfill Mitigation Measure CR12 of the EIR.
As requested in the RFP, MBA shall guide and review these documentations, working with the
consultants as needed. The RFP also requests similar guidance and review of photo and video
documentation of the project site. It is assumed that creation of this documentation would also
have been fulfilled by the Developer's consultants.
Task 2: Work with Staff, the Cultural and Historic Preservation Commission and
Developer
MBA shall work with City of Azusa staff members, the Cultural and Historic Preservation
Commission, and the Developer in order to provide assistance and guidance of the technical facets
of the project, as submitted by the Developer or the consultants. This includes determining how
best to fulfill these mitigative measures addressed in the EIR: CRI -CR4. These measures would
help to preserve historic reminders of the Monrovia Nursery to be incorporated into the residential
and commercial development; this includes preserving the historic portion of the Vosburg House,
the gates at the entry to the Nursery and the existing palm trees along Palm Drive.
The MBA architectural historian would also provide technical assistance to fulfill the mitigative
measure to provide protection and enhancement to the nearby Fairmont Cemetery. Providing
assistance for mitigating the impact onto the Dhammakaya International Meditation Center would
only take place should written approval for grading need, to be provided by the Center. MBA
would also provide additional guidance and assistance as is required during the development of the
project site.
Ms. Christeen Taniguchi will serve as MBA's Project Manager for this project. She is the
Architectural Historian at MBA. Her primarily tasks include performing research and
documentation of historic districts, sites, buildings and structures for CEQA and Section 106 level
compliance review. Ms. Taniguchi also oversees daily the works of architectural historians and
Michael Brandman Associates A-2
HAClient (PN-JN)X2126X2126P003X2126P003 & 005 Exhibit A doc
City of Azusa -Monrovia Nursery Specific Plan and Project
Biological Services and Architectural Historian Services Exhibit A
archaeologists through her work associated with the telecommunications industry. She also has
experience with amending and updating existing specific plan and Environmental Impact Reports
through her work for the City of Pomona. This work included identifying buildings and structures
that may be candidate for the National Register of Historic Places and California Register. Ms.
Taniguchi has a M.S. degree in Historic Preservation from the University of Pennsylvania and a
B.A. degree in History from the University of California, Los Angeles.
Michael Brandman Associates A-3
H:\Client (PN-JN)\2126\2126P003\2126P003 & 005 Exhibit A doc
City of Azusa -Monrovia Nursery Specific Plan and Project
Biological Services and Architectural Historian Services
EXHIBIT B
Schedule of Services
Exhibit B
MBA will review task orders from the City of Azusa as they arrive. The task should be submitted
to the Project Director, Dr. Kenneth J. Lord. Dr. Lord serves as the Project Director for both the
Biology and Architectural Historian Task. He will review the task order and determine the
appropriate team member to complete the task.
An initial assessment of the tasks and the requirements to complete the tasks will be completed
within 12 hours of receipt. The City of Azusa will be notified within 24 hours of receipt of MBA
estimation of the time necessary to complete the task.
A review of documents can generally be completed within three days of receipt. If an initial review
requires a field visit to confirm the accuracy of the report, MBA would require an additional 3 to 5
days to schedule the visit and request either City or Developer's Consultant contact prior to the field
visit.
MBA will make every effort to turn around simple task reviews within 5 working days. If the task
cannot be completed within that time framework, either due to the complexity of the task or for
other circumstances, the City will be notified.
Michael Brandman Associates B-1
H:\Client (PN-1N)X2126X2126P003X2126P003-005 Exhibit B.doc
City of Azusa -Monrovia Nursery Specific Plan and Project
Biological Services and Architectural Historian Services Exhibit C
EXHIBIT C
Hourly Rate Schedule
Michael Brandman Associates (MBA) provides consulting services in environmental compliance,
planning, biological, and cultural resources management. Compensation is based on the following
fee schedule and charges.
Hourly Labor Rates
President/CEO
$195
Principal/Director
125 -160
Senior Project Manager/Project Coordinator
110 -140
Project Manager/Senior Biologist
95 -120
Project Archaeologist/Paleontologist, Principal Investigator
80 - 95
Project Ecologist/Biologist
65 - 85
Architectural Historian/Staff Archaeologist
60 - 80
Research Analyst/Staff Ecologist
45 - 60
Historical Research Assistant
45 - 60
Publications Coordinator 70 - 90
GIS Specialist 65 - 85
Graphics Designer/GIS Technician 50 - 70
Word Processor 50 - 65
Administrative Assistant/Accounting/Clerical 45 - 70
Reprographics Assistant/Intern 35 - 50
Other Labor Rates
Labor rates for expert testimony, litigation support, and depositions/court appearances will be billed
at a minimum of 150 percent of the above rates. If additional services are authorized during the
performance of a contract, compensation will be based on the fee schedule in effect at the time the
services are authorized.
Direct Expenses
Direct expenses are billed at the amount charged, as described below, plus a 10 percent
administration cost.
1. Out-of-pocket expenses - including, but not limited to, travel, messenger service, lodging,
meals, blueprint, reproduction, and photographic services: Cost, as charged to MBA.
2. Subcontractors' fees: As quoted.
3. Passenger cars: $0.40 per mile.
4. Four-wheel drive vehicles: $75.00 per day.
5. Reproduction: $0.10 per page (81/2"x 11" or 81/z" x 14"); $0.15 per page (oversize).
Color copies: $1.00 per page (81/2" x 11"); $1.25 per page (11" x 17").
6. Records checks: fees vary with facility and project.
Michael Brandman Associates C-1
KIClient (PN-JN)\2126\2126P003\2126P003-005 Exhibit C.doc
City of Azusa -Monrovia Nursery Specific Plan and Project
Biolooical Services and Architectural Historian Services Exhibit C
7. USFWS/CDFG impacts or mitigation fees.
8. Museum curation: fees vary with the city and project.
9. Cultural resources storage/curation of fossil and artifact collections: Cost, as charged to
MBA.
10. Per Diem: $145.00/per day. Lodging surcharge may apply in high rate areas.
Terms
Compensation and direct expenses are invoiced monthly and are payable upon receipt.
These rates are subject to adjustment on January 1, 2006.
Michael Brandman Associates
H:\Client (PN-JN)X2126X2126P003X2126P003-005 Exhibit C.doc
c -z
untitled
*** FOR INTERNAL USE ONLY PO #:
***** W O R K S H 'E E T *
CITY OF AZUSA PR #: C10375
'TO: SHIP TO:
MICHAEL BRANDMAN ASSOCIATES Central Receiving
220 COMMERCE STE #200 809 NORTH ANGELENO AVENUE
IRVINE, CA 92602 AZUSA, CA 91702
vendor ID Department Date Required Print Date
V08409 Rose Tara 10/13/04 YES 10/13/04
NET 30
ITEM # QTY UNITS DESCRIPTION
0001 5,000 EA ARCHITECTURAL HISTORIAN SRVC
5000000613-2719
0002 7,500 EA BIOLOGIST SERVICES
5000000613-2719
Page 1
UNIT PRICE EXTENDED PRICE
1.00 5,000.
5,000.00
1.00 7,500.
7,500.00
TOTAL $ 12,500.00
utleniff: VVUO IVII1_rI1AC5KHI14
acOxn,
CERTIFICATE OF LIABILITY INSURANCE 10/13/04DDrvY)
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey, Renton & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P. O. Box 10550 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Santa Ana, CA 92711-0550
714 427-6810 INSURERS AFFORDING COVERAGE
INSURED INSURER A: United States Fidelity & Guaranty
Michael Brandman Associates INSURER B:St. Paul Fire & Marine Ins. Co.
220 Commerce Center #200 INSURER c:American Automobile Ins. Co.
Irvine, CA 92602 INSURER D:Great American Assurance Co.
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR1 TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE. POLICY EXPIRATION
LTRA E IDD) D T /DD
LIMITS
A
GENERAL LIABILITY BK01565071 11/15/03 11/15/04
EACH OCCURRENCE $1,000,000
X COMMERCIAL GENERAL LIABILITY
FIRE DAMAGE (Anyone fire) $100,000
. CLAIMSMADEFX71 OCCUR
MEDEXP (Aslyone person) $10,000
PERSONAL & ADV INJURY $1,000,000
GENERAL AGGREGATE $2,000,000
GEN'LAGGREGATE LIMIT APPLIES PER:
PRODUCTS-COMP/OPAGG: $2,000,000
POLICY PRO- LOC
B
AUTOMOBILE LIABILITY BA01574185
X ANYAUTO
11/15/03
11/15/04
COMBINED SINGLE LIMIT
(Ea accident) $1,000,000
ALL OWNED AUTOS
BODILYINJURY
SCHEDULED AUTOS
(Per person) $
X1 HIRED AUTOS
—
BODILY INJURY $
X NON-OWNEDAUTOS
(Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTO ONLY- $
ANY AUTO
_EAACCIDEIVTj
OTHER THAN EA ACC I $ ^
AUTO ONLY: AGG , $
EXCESS LIABILITY
I
EACH OCCURRENCE
$
AGGREGATE
$
OCCUR CLAIMSMi'DF
J$
1$
DEDUCTIBLE
RETENTION $
$
C WORKERS COMPENSATION AND 8H1WZP80917294 11/15/03 11/15/04
X 'WCSTATU7S. OTR.-
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $1,000,000
E.L.DISEASE-EA EMPLOYEE $1,000,000
DISEASE-POLICYLIM 1 $1,000,000
D OTHER Professional EDN5656247 11/15/03 11/15/04
$1,000,000 per claim
Liability
$2,000,000 annl aggr.
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Re: All Operations as pertains to named insured.
City of Azusa, its directors, officials, officers, employees, agents and
volunteers are Additional Insured as respects to General Liability.
L.Ctt 1 Ir I L.Ii 1 G n%,JLVzn AU 0111VNAL. W;iUMCU' IMrUM KU -_I ItK U;AIYL.CL.L A I IUF4 I
SHOULD ANYOFTHEABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION
City of Azusa DATE THEREOF,THE ISSUING INSURER WILLV=)j)(WM MAI L3.0__ __ DAYSWRITTEN
Attn: Roy Bruckner NOTICETOTHE CERTIFICATE HOLDER NAMED TO THE LEFT, B)QR13Q>tl�LtlRliJdx70FG76iQJdDdlN(Xx
213 East Foothill Blvd. x�as>z xaaxlxxa�I�xxtaraxt�xrR�xxx�txvc+ora�tzxxs�etx
Azusa, CA 91702-1295 XdERE[Et9rR7t10lf1RI1p1E7i.
AUTHORIZED REPRESENTATIVE
A(`non 9i._c /7/o714 _9 A 3 RAnMnAO
-911 .c, Arnon nnn nnn nr+nl+ 4n 1
Policy Number: BKO1565071
Owners Lessees or Contractors (Form B)
ADDITIbNAL INSURED
Change(s) Effective: 10/13/04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT
CAREFULLY. This endorsement modifies insurance policy under the following:
LIABILITY COVERAGE PART:
Schedule
Name of Person or Organization:
City of Azusa
Attn: Roy Bruckner
213 East Foothill Blvd.
Azusa, CA 91702-1295
SECTION II - WHO IS AN INSURED is amended to include as an insured the
person or organization shown in the Schedule, but only with respect to liability
arising out of "your work" for that insured by or for you.
City of Azusa, its directors, officials, officers, employees, agents
and volunteers
PRIMARY INSURANCE:
IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY
AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED
SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS
INSURANCE.
CL/BF 22 40 03 95