HomeMy WebLinkAboutCDC/2011-20
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RESOLUTION NO. CDC/2011-20
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AN AGREEMENT FOR PROFESSIONAL
SERVICES BY AND BETWEEN THE AGENCY AND LUDWIG
ENGINEERING, INC., FOR ARCHITECTURAL AND ENGINEERING
DESIGN SERVICES FOR THEATER SQUARE (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a
10 public body, corporate and politic existing under the laws of the State of California, California
11 Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (the "CRL"), and
12 is charged with the mission of redeveloping blighted and underutilized land; and
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WHEREAS, the Community Development Commission of the City of San Bernardino (the
14 "Commission") is the governing body for the Agency; and
WHEREAS, the Agency's first steps in the revitalization of its Downtown is the
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16 implementation of its plan for Theater Square which is bounded on the north by 5th Street, on the
17 south by 4th Street, on the west by "F" Street, and on the east by "E" Street; and
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WHEREAS, in January 2011, the Agency Staff released a Request for Proposal ("RFP") for
19 architectural and engineering design services to design a site plan for the vacant multiplex cinema
20 located at 450 North "E" Street; and
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WHEREAS, on March 10, 2011, Agency Staff recommended to the Redevelopment
22 Committee that the agreement for professional services ("Agreement") be entered into with Ludwig
23 Engineering, Inc. ("Consultant"), to conduct the architectural and engineering design services to
24 construct an access road/pedestrian walkway and other engineering/architectural immediate needs of
25 the site; and
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WHEREAS, the Agency recommends to the Commission approval and authorization for the
27 Interim Executive Director of the Agency to sign said Agreement in the amount of $213,618.00,
28 attached hereto as Exhibit "A."
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CDC/2011-20
1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
3 FOLLOWS:
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Section 1.
5 correct.
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Section 2.
The information set forth in the above recitals of this Resolution is true and
The Commission hereby approves and hereby authorizes the Interim Execute
7 Director of the Agency to execute the Agreement with the Consultant, on behalf of the Agency
8 together with such technical and conforming changes as may be recommended by the Interim
9 Executive Director and approved by the Agency Counsel and the City Attorney. The Interim
10 Executive Director of the Agency or such other designated representative of the Agency is further
11 authorized to do any and all things and take any and all actions as may be deemed necessary or
12 advisable to effectuate the purposes of the Agreement, including making non-substantive
13 modifications to the Agreement.
This Resolution shall take effect from and after its date of adoption by this
14 Section 3.
15 Commission.
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24 /II
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CDC/2011-20
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE AN AGREEMENT FOR PROFESSIONAL
SERVICES BY AND BETWEEN THE AGENCY AND LUDWIG
ENGINEERING, INC., FOR ARCHITECTURAL AND ENGINEERING
DESIGN SERVICES FOR THEATER SQUARE (CENTRAL CITY NORTH
REDEVELOPMENT PROJECT AREA)
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
joint regular
8 Development Commission of the City of San Bernardino at a
, 2011, by the following vote to wit:
9 meeting thereof, held on the 21st day of March
Ayes
X
Nays
Abstain
Absent
X
----.L
~
X
X
~
~ ... .~--
secret; . . I
21 The foregoing Resolution is hereby approved this c:R 9'/7-1 day of March
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, 2011.
~
Patrie J. Morris, erson
o munity Development Commission
of the City of San Bernardino
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Approved as to Form:
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CDC/2011-20
EXHIBIT "A"
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AGREEMENT FOR PROFESSIONAL SERVICES
LUDWIG ENGINEERING, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered
into as of March 21,2011 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO (the "Agency"), a public body, corporate and politic, and LUDWIG ENGINEERING,
INC. (the "Consultant").
NOW, THEREFORE, IN CONSIDERA TION OF THE COVENANTS AND MUTUAL
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit "A" shall be
responsible for the direction of any work to be performed by the Consultant and any other
consultants or sub-consultants to the Agency under this Agreement. The Consultant shall not
undertake any work under the terms of this Agreement, unless instructed to do so by one of the
designated staff members. No other staff member is authorized by the Agency to request services
from the Consultant.
2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first
appearing in this Agreement and will terminate upon the completion of the services described in
the Scope of Services as referenced in Section 3, unless earlier terminated as provided in this
Agreement. The Agency reserves the right through the actions of the Interim Executive Director
to terminate this Agreement at anytime either with or without cause and at the sole convenience of
the Agency upon delivery of notice of termination to the Consultant; provided, however, that upon
the effective date of any such termination, the Agency shall be responsible to pay and/or reimburse
the Consultant for all services, materials and supplies as may have been furnished to the Agency in
accordance with the Scope of Services as referenced in Section 3.
3. SCOPE OF CONSULTANT SERVICES. The Agency hereby retains the Consultant to provide
the professional consulting services set forth in the Scope of Services attached hereto as Exhibit
"B" and incorporated herein by this reference. The Consultant hereby agrees to perform the work
set forth in the Scope of Services, in accordance with the terms of this Agreement. The Consultant
shall perform the services as set forth on said Scope of Services within the time periods to be
identified by the appropriate Agency representative.
4. PAYMENT BY AGENCY FOR WORK PERFORMED BY CONSULTANT.
A. The Agency shall compensate the Consultant in an aggregate amount not to exceed
$213,618 for completion of the services described in the Scope of Services set forth in
Exhibit "B," billed monthly to the Agency on a time and materials basis for the services as
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actually rendered for each monthly period not to exceed in the aggregate the Total Fee for
the performance of the work and the delivery of the final work product.
B. The compensation designated in subsection 4. A. shall be the Total Fee for the
performance of the work and the delivery of the final work product materials, as set forth
in the Scope of Services. The Total Fee shall include, but not be limited to, the salaries of
all sub-consultants retained by the Consultant and all employees of the Consultant to
perform work pursuant to this Agreement and shall be inclusive of all costs and expenses
incurred for mileage, travel, graphics, telephone, printing, fax transmission, postage, copies
and such other expenses related to completion of the work set forth in the Scope of
Services.
C. The Consultant shall invoice the Agency for work performed by the Consultant under this
Agreement each calendar month during the term of this Agreement.
D. The Consultant shall submit invoices under this Agreement to:
Redevelopment Agency of the City of San Bernardino
Attention: Kathleen Robles, Project Manager
201 North "E" Street, Suite 301
San Bernardino, California 92401
E. Each invoice of the Consultant shall set forth the time and expenses of the Consultant
incurred in performance of the Scope of Services, during the period of time for which the
invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the
individual personnel of the Consultant and any individual sub-consultants utilized by the
Consultant, during the time period covered by the invoice, a description of the professional
services rendered on a daily basis by each named individual during such time period, the
respective hourly rates of each named individual and the actual time expended by each
named individual. Each invoice of the Consultant shall be accompanied by copies of all
third party invoices for other direct costs incurred and paid by the Consultant during such
time period. The Agency shall pay all amounts set forth on the invoices of the Consultant
and approved by the authorized Agency Staff personnel who requested the services, within
thirty (30) days after such approval.
5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other
records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the
Consultant and available to the Agency for examination and for purposes of performing an audit
for a period of five (5) years from the date of expiration or termination of this Agreement or for a
longer period, as required by law. Such records shall be available to the Agency and to
appropriate county, state or federal agencies and officials for inspection during the regular
business hours of the Consultant. If the Consultant does not maintain regular business hours, then
such records shall be available for inspection between the hours of 9 a.m. and 4 p.m. Monday
through Friday, excluding federal and state government holidays. In the event of litigation or an
audit relating to this Agreement or funds paid to the Consultant by the Agency under this
Agreement, such records shall be retained by the Consultant until all such litigation or audit has
been resolved.
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6. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Agency, its
officers, employees, representatives, and agents from and against any and all actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees,
for injury or damage of any type claimed as a result of the negligent acts or omissions of the
Consultant, its officers, employees, sub-consultants and agents, to the extent arising from or
related to negligent performance by the Consultant of the work required under this Agreement.
7. INSURANCE. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this
Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the
Agency pursuant to Section 6. above to the extent the Consultant is not covered by applicable
insurance for all losses and damages incurred by the Agency that are caused directly or indirectly
through the actions or inactions, willful misconduct or negligence of the Consultant in the
performance of the duties incurred by the Consultant pursuant to this Agreement.
8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND
INFORMATION. All maps, photographs, data, information, reports, drawings, specifications,
computations, notes, renderings, designs, inventions, photographs, modifications, adoptions,
utilizations, correspondence or other documents generated by or on behalf of the Consultant for
performance of the work (collectively, the "Work Products") set forth in the Scope of Services
shall upon payment for those services embodying the particular element of the Work Products,
become the sole property of the Agency, and the Work Products shall thereafter be delivered to the
Agency upon written request from the Agency to the Consultant. The Consultant shall not make
use of any maps, photographs, data, information, reports, drawings, specifications, computations,
notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations,
correspondence or other documents and other materials whether for marketing purposes or for use
with other clients when such have become the property of the Agency without the prior express
written consent of the Agency except to the extent that such maps, photographs, data, information,
reports, drawings, specifications, computations, notes, renderings, designs, inventions,
photographs, modifications, adoptions, utilizations, correspondence or other documents are readily
available to the general public as public records pursuant to State law; provided, however, that the
Consultant may retain copies of any such items for their business records.
The Consultant shall execute, acknowledge and perform any and all acts which shall be reasonably
required in order for the Agency to establish unequivocal ownership of the maps, photographs,
data, information, reports, drawings, specifications, computations, notes, renderings, designs,
inventions, photographs, modifications, adoptions, utilizations, correspondence or other
documents and record, register and procure an issuance in or to the Agency's rights, title and/or
interest. Any reuse without written verification or adaptation by the Consultant for the specific
purpose intended will be at the Agency's sole risk and without liability or legal exposure to the
Consultant.
9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or
confirmation of the same related to the work to be performed by the Consultant under this
Agreement shall only be made by the Consultant with the prior written consent of the Agency.
10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Consultant shall keep
confidential all reports, survey notes and observations, information, and data acquired or generated
in performance of the work set forth in the Scope of Services, which the Agency designates
confidential. None of such designated confidential materials or information may be made
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available to any person or entity, public or private, without the prior written consent of the
Agency.
11. DEFAULT AND REMEDIES.
A. Failure or delay by any party to this Agreement to perform any material term or provision
of this Agreement shall constitute a default under this Agreement; provided, however, that
if the party who is otherwise claimed to be in default by the other party commences to
cure, correct or remedy the alleged default within seven (7) calendar days after receipt of
written notice specifying such default and shall diligently complete such cure, correction or
remedy, such party shall not be deemed to be in default hereunder.
B. The party which may claim that a default has occurred shall give written notice of default
to the party in default, specifying the alleged default. Delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of default; provided,
however, the injured party shall have no right to exercise any remedy for a default
hereunder without delivering the written default notice, as specified herein.
C. Any failure or delay by a party in asserting any of its rights or remedies as to any default
shall not operate as a waiver of any default or of any rights or remedies associated with a
default. Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties under this Agreement are cumulative
and the exercise by any party of one or more of such rights or remedies shall not preclude
the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
D. In the event that a default of any party to this Agreement may remain uncured for more
than seven (7) calendar days following written notice, as provided above, a "breach" shall
be deemed to have occurred. In the event of a breach, the injured party shall be entitled to
seek any appropriate remedy or damages by initiating legal proceedings.
12. TERMINATION.
A. This Agreement may be terminated by either party for any reason by giving the other party
fifteen (15) calendar days' prior written notice. The Agency shall pay the Consultant for
all work authorized by the Agency and completed, prior to the effective termination date.
B. In the event of a termination of this Agreement under this Section 12, the Consultant shall
provide all documents, notes, maps, reports, data or other work product developed in
performance of the Scope of Services of this Agreement to the Agency, within ten (10)
calendar days of such termination and without additional charge to the Agency.
13. NOTICES. All notices given hereunder shall be in writing. Notices shall be presented in person
or by certified or registered United States Mail, return receipt requested, postage prepaid or by
overnight delivery by a nationally recognized delivery service to the addresses set forth below.
Notice presented by United States Mail shall be deemed effective on the third business day
following the deposit of such Notice with the United States Postal Service. This Section 13 shall
not prevent the parties hereto from giving notice by personal service or telephonically verified fax
transmission, which shall be deemed effective upon actual receipt of such personal service or
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telephonic verification. Either party may change their address for receipt of written notice by
notifying the other party in writing of a new address for delivering notice to such party.
CONSULTANT:
Ludwig Engineering, Inc.
Attention: Jim Fry, Vice President
109 E. Third Street
San Bernardino, CA 92410
AGENCY:
Redevelopment Agency of the City of San Bernardino
Attention: Emil A. Marzullo, Interim Executive Director
201 North "E" Street, Suite 301
San Bernardino, California 92401
14. COMPLIANCE WITH LAW. The Consultant shall comply with all local, state, and federal laws,
including, but not limited to, environmental acts, rules and regulations applicable to the work to be
performed by the Consultant under this Agreement. The Consultant shall maintain all necessary
licenses, including a City of San Bernardino Business License, and registrations for the lawful
performance of the work required of the Consultant under this Agreement.
15. NONDISCRIMINATION. The Consultant shall not discriminate against any person on the basis
of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in
the performance of the Scope of Services of this Agreement. Without limitation, the Consultant
hereby certifies that it will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, marital status of national origin. Further, the Consultant shall
promote affirmative action in its hiring practices and employee policies for minorities and other
designated classes in accordance with federal, state and local laws. Such action shall include, but
not be limited to, the following: recruitment and recruitment advertising, employment, upgrading
and promotion. In addition, the Consultant shall not exclude from participation under this
Agreement any employee or applicant for employment on the basis of age, handicap or religion in
compliance with State and Federal laws.
16. CONSULTANT AND EACH SUB-CONSULTANT ARE INDEPENDENT CONTRACTORS.
The Consultant shall at all times during the performance of any work described in the Scope of
Services be deemed to be an independent contractor. Neither the Consultant nor any of its sub-
consultants shall at any time or in any manner represent that it or any of its employees are
employees of the Agency or any member agency of the Agency. The Agency shall not be
requested or ordered to assume any liability or expense for the direct payment of any salary, wage
or benefit to any person employed by the Consultant or its sub-consultants to perform any item of
work described in the Scope of Services. The Consultant is entirely responsible for the immediate
payment of all sub-consultant liens.
17. SEVERABILITY. Each and every section of this Agreement shall be construed as a separate and
independent covenant and agreement. If any term or provision of this Agreement or the
application thereof to certain circumstances shall be declared invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to circumstances other
than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
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18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties.
This Agreement supersedes all prior negotiation, discussions and agreements between the parties
concerning the subject matters covered herein. The parties intend this Agreement to be the final
expression of their agreement with respect to the subjects covered herein and a complete and
exclusive statement of such terms.
19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by
written instrument duly approved and executed by each of the parties hereto. Any such
modification or amendment shall be valid, binding and legally enforceable only if in written form
and executed by each of the parties hereto, following all necessary approvals and authorizations
for such execution.
20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.
Any legal action arising from or related to this Agreement shall be brought in the Superior Court
of the State of California in and for the County of San Bernardino.
21. NON-WAIVER. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of the right to compel enforcement of the same provision or any remaining
provisions of this Agreement.
22. ASSIGNMENT. This Agreement may not be assigned by the Consultant without the prior written
consent of the Agency.
23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this
Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind
the parties each purports to represent.
24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which will constitute an original.
25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be
binding on the Agency until signed by an authorized representative of the Consultant, approved by
the government board of the Agency and executed by the Interim Executive Director or his
designee.
26. CONFLICTS OF INTEREST. The Consultant hereby represents that it has no interests adverse to
the Agency or the City at the time of execution of this Agreement except as previously disclosed
to the Agency Staff and in particular with respect to other work being performed by the Consultant
for the Lot Line Adjustment for the property at 450 North "E" Street, San Bernardino. The
Consultant hereby agrees that, during the term of this Agreement, the Consultant shall not enter
into any agreement or acquire any interests detrimental or adverse to the Agency or the City.
Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and
any partnerships, individual persons or any other party or parties comprising the Consultant,
together with each sub-consultant who may hereafter be designated to perform services pursuant
to this Agreement, do not have and, during the term of this Agreement, shall not acquire any
property ownership interest, business interests, professional employment relationships, contractual
relationships of any nature or any other financial arrangements relating to the Agency, property
over which the Agency has jurisdiction or any members or staff of the Agency that have not been
previously disclosed in writing to the Agency, and that any such property ownership interests,
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business interests, professional employment relationships, contractual relationships or any nature
or any other financial arrangements will not adversely affect the ability of the Consultant to
perform the services to the Agency as set forth in this Agreement.
27. NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the
Agency and the Consultant for the services set forth in Exhibit "B" or any similar or related
services. The Agency may, during the term of this Agreement, Agreement with other consultants
for the performance of the same, similar or related services as those that may be performed by the
Consultant under this Agreement. The Agency reserves the discretion and the right to determine
the amount of services to be performed by the Consultant for the Agency under this Agreement,
including not requesting any services at all. This Agreement only sets forth the terms upon which
any such services will be provided to the Agency by the Consultant, if such services are requested
by the Agency, as set forth in this Agreement.
28. CONSEQUENTIAL DAMAGES & LIMITATION OF LIABILITY. The Agency and Consultant
agree that except as otherwise provided in this Section 28, in no event will either be liable to the
other under this Agreement for any damages including but not limited to, special damages, loss of
revenue, loss of profit, operating costs or business interruption losses, regardless of cause,
including breach of Agreement, negligence, strict liability or otherwise. The limitations and
exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of
Agreement, tort, strict liability or otherwise of the Consultant and the Agency, their employees or
sub-consultants.
29. BUSINESS REGISTRATION CERTIFICATE. The Consultant warrants that it possesses, or shall
obtain immediately after the execution and delivery of this Agreement, and maintain during the
period of time that this Agreement is in effect, a business registration certificate pursuant to Title 5
of the City of San Bernardino Municipal Code, together with any and all other licenses, permits,
qualifications, insurance and approvals of whatever nature that are legally required to be
maintained by the Consultant to conduct its business activities within the City.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date indicated next to the authorized signatures of the officers of each of them as appear below.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Dated:
By: NOT FOR SIGNATURE
Emil A. Marzullo, Interim Executive Director
Approved as to Form and Legal Content:
By: NOT FOR SIGNATURE
Agency Counsel
CONSULTANT
Ludwig Engineering, Inc.
By:
NOT FOR SIGNATURE
Name:
Dated:
Title:
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EXHIBIT "A"
SUPERVISORY STAFF PERSONNEL
Agency Staff:
Emil Marzullo, Interim Executive Director
Kathleen Robles, Project Manager
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EXHIBIT "B"
SCOPE OF SERVICES
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Architectural and Design Services Theater Square Project Schedule
Addendum No.1
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Economic Development Agency City of San Bernardino
PERSONNEL HOURS ' ".
~enSed Design Designer' , TOTAL
Architect Engineer ~D: ' ~MATED
''", "S'... '" OSTS
I ~ ^', 146 . 'O' 95
41 4 4 12 1,380
1,380
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r" '
. ,:2~:' '.. .,
TASKS
, '.
Project
Manager
PE'
Hou
fASJfA.Itlft(JJ.Eli!llcPEYElDpM
Meet wit EDA Staff - Project Protocol
_{)~:E!l;l'llAI.iPI.iANS"&f
Topa Existing Features at Future Crosswalk
Site Hydro ogy Evaluation
Tra ic I Pedestrian Assessment
Oeve op P an Sheet Banks per City Standards
Geotechnica Site Investigation
o as re Immary eSlgn
ask !.2 Conceptua eSlgn
Conceptua LJeslgn preparation
Coor inate w AECOMNanir
Uti ity Stu Outs Conceptua Panning
Meet with Agency tor Conceptual Review
Prepare Preliminary Cost Estimate
Prepare Rendering ot Accepted Conceptual Plan
TOTAL ask ~.2 Conceptual Design
., ',"
';~~i~t,i':::;~;:'Z~/~!/?,">2:;O:;
1
1 8
4 4
2 2
2 16
4 4 4
2 6 12
4 4 4
2 8 8
4
1 2 2
1 4 4
4 4
2 12 6
1 8 6
4 4 4
1
..".' ,.
6
8
2 8 18
4 8
1 8 8
4 24
8 8
2
4
4 4
4 4 4
1 8 12
4 4 4
1 4 4
4 4 4
kTA$If,~ktJlllJl~All!l.N.OJl BlI1WlNG ENC~OACttMEI'lT:
Review 0 Survey Field Data
Determine Best So ution
Meet with Agency or Review
Prepare Demo Construction Plan
Demo Speci Ications
P an Review with Agency
I:nCrOaChment t'erml
Cover S eet an Street Pans
Uti ity Stub Outs Pan
Cross Walk. Striping, Signa ization, lighting Eis.enhart
Demo P an or Remova 0 Tic et Bootn
lead/Asbestos Survey Done by EDA
Ticket Booth Demo Speci ications
Street P an E iminate Bus Turnout
Deta i Sheets
Hazmat Landfill Fee for Tic et Booth
Easement APN 0134-131-30.0000
Permit App ications
65% Submitta PS&E
Revisions
95% Submitta PS&E
Revisions
100% Fina Plan De iverable
IU/Ai OSk4.1 mo ngmeenng DeSign and I-'/ans
as rc I e ura ana LanaScaplOg !-mal t'lans
mltte
as .L Arc itectura/ I anascaping mal f-' ans
as ons ru Ion os sima e
repare ina Cost EstImate
90% Su mitta PS&E
Revisions
TOTAL 100% Submitta PS&E
as onstructlon ost stlmate
2 8
41 4
I 2
41 4
4 24
4 4
6
4 4
4
2 4
4 4
2
4 2
as eChnlCal specI lcatlons
Prepare ec Olea pecl Icatlons
90% Submittal PS&E
Revisions
100% Submitta PS&E
IUIAL faSK4.4 ecnnlCof::lpeci icatlons
as an
repare SWppp
Prepare WQMP
90% Submitta PS E
Revisions
100% Submitta PS&E
TOTAL as 4.5 SWPPP an
...". :.;./"'
TOTAL TASK 5 (N/A)
~~m-j~J\t.SQPll^~Jlt'SEIl\IICE5i'."
~rt
repare I ocuments {I heater Area
Atten Pre-bid Meeting (Theater Area
Prepare Bid Documents (Bui ding Mitigation)
Atten Pre~ lid Meeting (Building Mitigation)
Prepare Bid Documents {TicKet Booth)
Attend Pre- i Meeting {Ticket Booth
Respon to Contractor RFI's
Bidder Review an Selection
c,;,;~U.>'.i;> <' 0;;, ~j
2 4
4 4
2 4
4 4
2 4
4 4
4 8
8 8
RIPROPOSALS'lGradinglQty of S6 EDA Theiller Add l\Sd1edulesIEDA lIleater Phase 1 Item~ed Cost ProposaLxls
')j,;~:~~j>'
""'\cj:
8
41
21
41
24
4
6
4
12
32
4
4
2
, ..' 'C'.
. "
4
4
4
4
4
4
8
4
i;:''''f'''
:%~t~x~J'&(~~?{'
1 2 4 952
9 1,186
8 1,016
10 14 1,458
7.500
<<,112
,OIl>
1,750
3,546
1,750
2,474
1,636
18,171
>U,284
;<1 ~.'" .,,:;;t":~:~j{';jt~i%%~J':~-0~~~;i~!~1::~k?~~_~'{?:;\\t~:j-">~'
5 654
9 1,162
8 1,080
36 4,080
23 2,518
14 1,750
4 4IlJ
."-
3 21 1,625'
36 3,700
SO 5,714
7,200
2,676
28
61
14
30
14
20
16
10
12
16
28
22
12
24
6
24
24
29 3,198
52 5,984
40 4,312
2 1,260
12 1,350
8 1,016
16 1,900
45 4,978
22 2,470
21 2,302
20 2,360
",04'
I'
24 2,774
12 1,600
6 658
12 1,600
6,632
114 9,080
12 1,600
20 2,124
12 1,600
>O,4U4
24
6
12
8
I 1 61
I 1
1 21
1 1 1
32
1 8
12 3 6 >,"""
32 70 7,348
12 1,600
4 8 18 1,748
8 1,092
.,,~
2 2 l;LlJ8
4 16 1,900
4 14 1,608
4 16 1,900
4 14 1,608
12 1,600
2 22 2,766
2 22 2,830
CDC/2011-20
r-' ~l
---.-....-
Architectural and Design Services Theater Square Project Schedule
Addendum No.1
-
...L........_CIl...
.---..... ............
-
_-..-.......~IIiZ_
............. ........-
Economic Development Agency City of San Bernardino
RIM
~
TASKS
.1 i ing Support
as . onstructlon uppO
tten re.constructlon eetmg eater rea
Atten Pre-construction Meeting Bui ding Mitigation
Atten Pre~construction Meeting Tic et Boot
Respon to RFI s
Construction Sta ing
Prepare' As Builts
L as .2 onstructlon upport
AL K
T AL U
4 4 2 14 1, 0
4 4 2 14 1,750
4 4 2 14 1,750
8 8 4 24 2,916
2 4 32 44 12,620
8 8 28 10 56 5,734
4,
90 29 34 211 1,
1 , 1
35,603
1 , 1
20% Contingency
A
CDC/2011-20
EXHIBIT "C"
INSURANCE REQUIREMENTS
The Consultant shall maintain insurance policies issued by an insurance company or companies
authorized to do business in the State of California and that maintain during the term of the policy a
"General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests
Insurance Guide," as follows:
(1) Comprehensive General Liability Insurance. The Consultant shall maintain
comprehensive general liability insurance of not less than Two Million Dollars
($2,000,000.00) combined single limit, per occurrence.
(2) Automobile Insurance. The Consultant and each of its sub-consultants shall
maintain comprehensive automobile liability insurance of not less than One
Million Dollars ($1,000,000.00) combined single limit per occurrence for each
vehicle leased or owned by the Consultant or its sub-consultants and used in
performing work under this Agreement.
(3) Worker's Compensation Insurance. The Consultant and each of its sub-consultants
shall maintain worker's compensation coverage in accordance with California
workers' compensation laws for all workers under the Consultant's and/or sub-
consultant's employment performing work under this Agreement.
(4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy
covering liability for errors and omissions of the Consultant in performing the
Scope of Services of this Agreement in an amount of not less than One Million
Dollars ($1,000,000.00).
Concurrent with the execution of this Agreement and prior to the commencement of any work by
the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the
existence of the insurance coverage required herein, which coverage shall remain in full force and effect
continuously throughout the term of this Agreement. Each policy of insurance that Consultant purchases
in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional
insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty
(30) days prior written notice to the Agency.
11
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CDC/2011-20
EXHIBIT" A"
SUPERVISORY STAFF PERSONNEL
Agency Staff:
Emil Marzullo, Interim Executive Director
Kathleen Robles, Project Manager
9
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CDC/2011-20
EXHIBIT "B"
SCOPE OF SERVICES
10
P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\03-21-11 Ludwig Engineering - Agreement for Professional Services.docx
r-'~
-.-.-...-
CDC/2011-20
Architectural and Design Services Theater Square Project Schedule
Addendum No.1
-
..L........_.._
.---- ..---.
-
-~............--
....-.nMIW .......,-.-
Economic Development Agency City of San Bernardino
TASKS PERSONNEL HOURS
Project Ucensed Design Designer I Survey 2M3n Clerical/ SUBTOTAl TOTAL
Manager Architect Engineer CADD Supervisor Survey Eng. Alde LABOR ESTlMATID
PE Operator IV Crew / GPS HOURS COSTS
HoUrfy Rate 146 $ 124 130 95 130 346 75
TASK 1 PROJECT DEVELOPMENT
Meet wit EDA 5ta - Project Protoco I 41 4 41 12 1.380
I I ~ _,30U
TASK 2 PRELIMINARY DESIGN / CONCEPTUAL PLANS
as re Immarv EmtineerlnR;
---sase Mapping I-'reparatlon rea y one
Topa Existing Features at Future Crosswalk 1 1 2 4 952
Site Hydro ogy Eva uatlon 1 8 9 1,186
Traffic Pedestrian Assessment 4 4 8 1.016
Deve op P an 5neet B an per City Standards 2 2 10 14 1,458
Geotec mea Site Investigation 7,500
os Pre Immary Design ".u,
as onceptua Design
c:oncep ual ueslgn reparation l 1b
Coordinate w AECOMNanir 4 4 4 2 14 1,750
Uti ity StUD Outs Conceptua Panning 2 6 12 10 30 3.546
Meet with Agency tor Conceptua Review 4 4 4 2 14 1.750
Prepare Pre iminary Cost Estimate 2 8 8 2 20 2.474
Prepare Rendering 0 Accepted Conceptua Pan 4 12 16 1,636
IU/oML as onceptua Design '..'"
3U.l04
TASK 3 MITIGATION OF BUILDING ENCROACHMENT
Review 0 Survey Fie Data 1 2 2 5 654
Determine Best So ution 1 4 4 9 1.162
Meet witn Agency or Review 4 4 8 1.080
Prepare Demo I Construction P an 2 12 6 16 36 4.080
Demo Sped ications 1 8 6 8 23 2.518
Plan Review with Agencv 4 4 4 2 14 1.750
tncroaCnmen ermn l .- 410
".0>4
TASK 4 FINAL DESIGN PS&E
Task, . lOa to meerm eSI n an ans
Coor mate w anlr l.bb
Cover Sheet and Street Pans 8 28 36 3,700
Uti ity Stub Outs Pan 2 8 18 22 50 5.714
Cross Walk - ~tnpmg, Signa izatlOn, ig ting lsennart 7,200
Demo Plan or Remova 0 Tic et Booth 4 8 12 24 2,676
Lead/Asbestos ~rvey (Done y DA
TiCket Booth Demo Sped Icatians 1 8 8 6 6 29 3.198
Street P an E immate Bus Turnout 4 24 24 52 5.984
Detai S eets 8 8 24 40 4.312
Hazmat Landti Fee tor Ticket Booth 2 2 1.260
Easement APN 0134-131-30-0000 4 6 2 12 1.350
Permit App icatians 4 4 8 1,016
65% Submitta P$lStE 4 4 4 4 16 1,900
Revisions 1 8 12 24 45 4.978
95% 5ubmitta PS&E 4 4 4 6 4 22 2,470
Revisions 1 4 4 12 21 2.302
1000" Fina P an De ivera e 4 4 4 8 20 2.360
'UIAL ask 4.. tna ngmeermg ueslgn and Plans >>."">
as rem ura an n scapmg ona ans
mltte I
'AL aSK 4.~ Arc Itectural I an seapmg miiTPkins I I ~
as ons ru Ion os s 1m3 e
repare lOa st stlmate 8 61 4 .774
90% Su mitta PS&.E 41 4 4 12 1.600
Revisions I 2 2 21 6 658
TOTAL 100% Su mitta PS E 4 4 4 12 1,600
as onstructlon Cost Estimate b,03<
aSk 4.4 ecnnlcal Sjjecl lea Ions
repare eChnlcal ~pecI Icatlons 41 l4 II 84
900" Submittal PSlStE 41 4 I 4 12 1,600
Revisions 6 I 6 8 20 2.124
100% Submitta PS&E 4 41 4 12 1.600
I U I AL ask 4.4 echmcal ~pecl /Cations '4,4U4
-TasK' .,) .)wt't't' and
repare '....
Prepare WQMP 2 4 32 32 70 7,348
gOO" $ubmitta PSlSIE 4 4 4 12 1,600
Revisions 2 4 4 8 18 1,748
1000" Submitta PSlStE 4 2 2 8 1.092
IU/AL as: 4.~ ~WPPP and WUMt' >1,010
n,1)1
TASK 5 PROJECT MEETINGS (Noted In Tasks)
TOTAL TASK 5 IN/A}
TASK 6 BIDDING I CONSTRUCTION SUPPORT SERVICES
aSk b.L 61 109 .)uppo
- Prepare I ocuments eater rea 4 1l II
Attend Pre- i Meeting Theater Area 4 4 4 4 16 1.900
Prepare 5i Documents Building Mitigationl 2 4 4 4 14 1,608
Attena Pre- i Meeting Building Mitigation 4 4 4 4 16 1,900
Prepare Bi Documents Tic et Booth) 2 4 4 4 14 1,608
Attend Pre- i Meeting Tic et Booth) 4 4 4 12 1.600
Respond to COntractor RFI s 4 8 8 2 22 2.766
Bidder Review and Selection 8 8 4 2 22 2.830
R 'PROPOSAlS'Grad1flQ\Oty 01 58 EOI' TMMeI' Add l\Sdleduln'EOA lhNIoIr PtIaM 1 Ilemi.zed eo.Il>n>>o&al xs
t -'1i--~
--.-...-
CDC/2011-20
Architectural and Design Services Theater Square Project Schedule
Addendum No.1
-
..............-.ca...
....~ .........
-
_~.............AZ_
.....~ ...~
Economic Development Agency City of San Bernardino
TASKS PERSONNEL HOURS
Project Ucensed Design Designer I Survey 2M3n Clerical I SUBTOTAL TOTAL
Manager Architect Engineer CADD Supervisor Survey Eng. Alde LABOR ESllMATED
PE Operator IV Oew I GPS HOURS COSTS
Hourly Rate < 146 I < 124 130 95 130 346 75
TOT. ask 6..! Bidding upport 'O,4<U
as ons ruction support
Atten re-constructlon eetlng eater Area 4 4 4 2 14 .750
Atten Pre-construction Meeting Building Mitigation 4 4 4 2 14 1,750
Atten Pre-construction Meeting Tioet BootnJ 4 4 4 2 14 1,750
Respon to RFI s 4 8 8 4 24 2,916
Construction Staking 2 4 6 32 44 12,620
Prepare As Sui ts 2 8 8 28 10 56 5,734
IUIAL. ,as onstructlon Support <O,>ZU
4<,_
141 I 290 I 379 292 9 34 2111 L,514
I I "',un
20" Contlnaencv I 35,603
I <U,b,"
R'f'ROPOSALS'GI1IdlnuIOty ~ sa ED' Theater Add 1\ScheduleS'EDA u-teo' PhaM 1 itemIZed Co8l Propoloal.~15
CDC/2011-20
EXHIBIT "C"
INSURANCE REQUIREMENTS
The Consultant shall maintain insurance policies issued by an insurance company or companies
authorized to do business in the State of California and that maintain during the term of the policy a
"General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests
Insurance Guide," as follows:
(1) Comprehensive General Liability Insurance. The Consultant shall maintain
comprehensive general liability insurance of not less than Two Million Dollars
($2,000,000.00) combined single limit, per occurrence.
(2) Automobile Insurance. The Consultant and each of its sub-consultants shall
maintain comprehensive automobile liability insurance of not less than One
Million Dollars ($1,000,000.00) combined single limit per occurrence for each
vehicle leased or owned by the Consultant or its sub-consultants and used in
performing work under this Agreement.
(3) Worker's Compensation Insurance. The Consultant and each of its sub-consultants
shall maintain worker's compensation coverage in accordance with California
workers' compensation laws for all workers under the Consultant's and/or sub-
consultant's employment performing work under this Agreement.
(4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy
covering liability for errors and omissions of the Consultant in performing the
Scope of Services of this Agreement in an amount of not less than One Million
Dollars ($1,000,000.00).
Concurrent with the execution of this Agreement and prior to the commencement of any work by
the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the
existence of the insurance coverage required herein, which coverage shall remain in full force and effect
continuously throughout the term of this Agreement. Each policy of insurance that Consultant purchases
in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional
insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty
(30) days prior written notice to the Agency.
11
P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011 \03-21-11 Ludwig Engineering - Agreement for Professional Services.docx
CDC/2011-20
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AGREEMENT FOR PROFESSIONAL SERVICES
LUDWIG ENGINEERING, INC.
This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered
into as of March 21, 2011 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO (the "Agency"), a public body, corporate and politic, and LUDWIG ENGINEERING,
INe. (the "Consultant").
NOW, THEREFORE, IN CONSIDERA TION OF THE COVENANTS AND MUTUAL
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit "A" shall be
responsible for the direction of any work to be performed by the Consultant and any other
consultants or sub-consultants to the Agency under this Agreement. The Consultant shall not
undertake any work under the terms of this Agreement, unless instructed to do so by one of the
designated staff members. No other staff member is authorized by the Agency to request services
from the Consultant.
2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first
appearing in this Agreement and will terminate upon the completion of the services described in
the Scope of Services as referenced in Section 3, unless earlier terminated as provided in this
Agreement. The Agency reserves the right through the actions of the Interim Executive Director
to terminate this Agreement at anytime either with or without cause and at the sole convenience of
the Agency upon delivery of notice of termination to the Consultant; provided, however, that upon
the effective date of any such termination, the Agency shall be responsible to pay and/or reimburse
the Consultant for all services, materials and supplies as may have been furnished to the Agency in
accordance with the Scope of Services as referenced in Section 3.
3. SCOPE OF CONSULTANT SERVICES. The Agency hereby retains the Consultant to provide
the professional consulting services set forth in the Scope of Services attached hereto as Exhibit
"B" and incorporated herein by this reference. The Consultant hereby agrees to perform the work
set forth in the Scope of Services, in accordance with the terms of this Agreement. The Consultant
shall perform the services as set forth on said Scope of Services within the time periods to be
identified by the appropriate Agency representative.
4. PAYMENT BY AGENCY FOR WORK PERFORMED BY CONSULTANT.
A. The Agency shall compensate the Consultant in an aggregate amount not to exceed
$213,618 for completion of the services described in the Scope of Services set forth in
Exhibit "B," billed monthly to the Agency on a time and materials basis for the services as
1
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CDC/2011-20
actually rendered for each monthly period not to exceed in the aggregate the Total Fee for
the performance of the work and the delivery of the final work product.
B. The compensation designated in subsection 4. A. shall be the Total Fee for the
performance of the work and the delivery of the final work product materials, as set forth
in the Scope of Services. The Total Fee shall include, but not be limited to, the salaries of
all sub-consultants retained by the Consultant and all employees of the Consultant to
perform work pursuant to this Agreement and shall be inclusive of all costs and expenses
incurred for mileage, travel, graphics, telephone, printing, fax transmission, postage, copies
and such other expenses related to completion of the work set forth in the Scope of
Services.
C. The Consultant shall invoice the Agency for work performed by the Consultant under this
Agreement each calendar month during the term of this Agreement.
D. The Consultant shall submit invoices under this Agreement to:
Redevelopment Agency of the City of San Bernardino
Attention: Kathleen Robles, Project Manager
201 North "E" Street, Suite 301
San Bernardino, California 92401
E. Each invoice of the Consultant shall set forth the time and expenses of the Consultant
incurred in performance of the Scope of Services, during the period of time for which the
invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the
individual personnel of the Consultant and any individual sub-consultants utilized by the
Consultant, during the time period covered by the invoice, a description of the professional
services rendered on a daily basis by each named individual during such time period, the
respective hourly rates of each named individual and the actual time expended by each
named individual. Each invoice of the Consultant shall be accompanied by copies of all
third party invoices for other direct costs incurred and paid by the Consultant during such
time period. The Agency shall pay all amounts set forth on the invoices of the Consultant
and approved by the authorized Agency Staff personnel who requested the services, within
thirty (30) days after such approval.
5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other
records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the
Consultant and available to the Agency for examination and for purposes of performing an audit
for a period of five (5) years from the date of expiration or termination of this Agreement or for a
longer period, as required by law. Such records shall be available to the Agency and to
appropriate county, state or federal agencies and officials for inspection during the regular
business hours of the Consultant. If the Consultant does not maintain regular business hours, then
such records shall be available for inspection between the hours of 9 a.m. and 4 p.m. Monday
through Friday, excluding federal and state government holidays. In the event of litigation or an
audit relating to this Agreement or funds paid to the Consultant by the Agency under this
Agreement, such records shall be retained by the Consultant until all such litigation or audit has
been resolved.
2
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CDC/2011-20
6. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Agency, its
officers, employees, representatives, and agents from and against any and all actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees,
for injury or damage of any type claimed as a result of the negligent acts or omissions of the
Consultant, its officers, employees, sub-consultants and agents, to the extent arising from or
related to negligent performance by the Consultant of the work required under this Agreement.
7. INSURANCE. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this
Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the
Agency pursuant to Section 6. above to the extent the Consultant is not covered by applicable
insurance for all losses and damages incurred by the Agency that are caused directly or indirectly
through the actions or inactions, willful misconduct or negligence of the Consultant in the
performance of the duties incurred by the Consultant pursuant to this Agreement.
8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND
INFORMATION. All maps, photographs, data, information, reports, drawings, specifications,
computations, notes, renderings, designs, inventions, photographs, modifications, adoptions,
utilizations, correspondence or other documents generated by or on behalf of the Consultant for
performance of the work (collectively, the "Work Products") set forth in the Scope of Services
shall upon payment for those services embodying the particular element of the Work Products,
become the sole property of the Agency, and the Work Products shall thereafter be delivered to the
Agency upon written request from the Agency to the Consultant. The Consultant shall not make
use of any maps, photographs, data, information, reports, drawings, specifications, computations,
notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations,
correspondence or other documents and other materials whether for marketing purposes or for use
with other clients when such have become the property of the Agency without the prior express
written consent of the Agency except to the extent that such maps, photographs, data, information,
reports, drawings, specifications, computations, notes, renderings, designs, inventions,
photographs, modifications, adoptions, utilizations, correspondence or other documents are readily
available to the general public as public records pursuant to State law; provided, however, that the
Consultant may retain copies of any such items for their business records.
The Consultant shall execute, acknowledge and perform any and all acts which shall be reasonably
required in order for the Agency to establish unequivocal ownership of the maps, photographs,
data, information, reports, drawings, specifications, computations, notes, renderings, designs,
inventions, photographs, modifications, adoptions, utilizations, correspondence or other
documents and record, register and procure an issuance in or to the Agency's rights, title and/or
interest. Any reuse without written verification or adaptation by the Consultant for the specific
purpose intended will be at the Agency's sole risk and without liability or legal exposure to the
Consultant.
9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or
confirmation of the same related to the work to be performed by the Consultant under this
Agreement shall only be made by the Consultant with the prior written consent of the Agency.
3
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CDC/20 11-20
10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Consultant shall keep
confidential all reports, survey notes and observations, information, and data acquired or generated
in performance of the work set forth in the Scope of Services, which the Agency designates
confidential. None of such designated confidential materials or information may be made
available to any person or entity, public or private, without the prior written consent of the
Agency.
11. DEFAULT AND REMEDIES.
A. Failure or delay by any party to this Agreement to perform any material term or provision
of this Agreement shall constitute a default under this Agreement; provided, however, that
if the party who is otherwise claimed to be in default by the other party commences to
cure, correct or remedy the alleged default within seven (7) calendar days after receipt of
written notice specifying such default and shall diligently complete such cure, correction or
remedy, such party shall not be deemed to be in default hereunder.
B. The party which may claim that a default has occurred shall give written notice of default
to the party in default, specifying the alleged default. Delay in giving such notice shall not
constitute a waiver of any default nor shall it change the time of default; provided,
however, the injured party shall have no right to exercise any remedy for a default
hereunder without delivering the written default notice, as specified herein.
C. Any failure or delay by a party in asserting any of its rights or remedies as to any default
shall not operate as a waiver of any default or of any rights or remedies associated with a
default. Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties under this Agreement are cumulative
and the exercise by any party of one or more of such rights or remedies shall not preclude
the exercise by it, at the same or different times, of any other rights or remedies for the
same default or any other default by the other party.
D. In the event that a default of any party to this Agreement may remain uncured for more
than seven (7) calendar days following written notice, as provided above, a "breach" shall
be deemed to have occurred. In the event of a breach, the injured party shall be entitled to
seek any appropriate remedy or damages by initiating legal proceedings.
12. TERMINATION.
A. This Agreement may be terminated by either party for any reason by giving the other party
fifteen (15) calendar days' prior written notice. The Agency shall pay the Consultant for
all work authorized by the Agency and completed, prior to the effective termination date.
B. In the event of a termination of this Agreement under this Section 12, the Consultant shall
provide all documents, notes, maps, reports, data or other work product developed in
performance of the Scope of Services of this Agreement to the Agency, within ten (10)
calendar days of such termination and without additional charge to the Agency.
4
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CDC/20 11-20
13. NOTICES. All notices given hereunder shall be in writing. Notices shall be presented in person
or by certified or registered United States Mail, return receipt requested, postage prepaid or by
overnight delivery by a nationally recognized delivery service to the addresses set forth below.
Notice presented by United States Mail shall be deemed effective on the third business day
following the deposit of such Notice with the United States Postal Service. This Section 13 shall
not prevent the parties hereto from giving notice by personal service or telephonically verified fax
transmission, which shall be deemed effective upon actual receipt of such personal service or
telephonic verification. Either party may change their address for receipt of written notice by
notifying the other party in writing of a new address for delivering notice to such party.
CONSULTANT:
Ludwig Engineering, Inc.
Attention: Jim Fry, Vice President
109 E. Third Street
San Bernardino, CA 92410
AGENCY:
Redevelopment Agency of the City of San Bernardino
Attention: Emil A. Marzullo, Interim Executive Director
201 North "E" Street, Suite 301
San Bernardino, California 92401
14. COMPLIANCE WITH LAW. The Consultant shall comply with all local, state, and federal laws,
including, but not limited to, environmental acts, rules and regulations applicable to the work to be
performed by the Consultant under this Agreement. The Consultant shall maintain all necessary
licenses, including a City of San Bernardino Business License, and registrations for the lawful
performance of the work required of the Consultant under this Agreement.
15. NONDISCRIMINATION. The Consultant shall not discriminate against any person on the basis
of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in
the performance of the Scope of Services of this Agreement. Without limitation, the Consultant
hereby certifies that it will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, marital status of national origin. Further, the Consultant shall
promote affirmative action in its hiring practices and employee policies for minorities and other
designated classes in accordance with federal, state and local laws. Such action shall include, but
not be limited to, the following: recruitment and recruitment advertising, employment, upgrading
and promotion. In addition, the Consultant shall not exclude from participation under this
Agreement any employee or applicant for employment on the basis of age, handicap or religion in
compliance with State and Federal laws.
16. CONSULTANT AND EACH SUB-CONSULTANT ARE INDEPENDENT CONTRACTORS.
The Consultant shall at all times during the performance of any work described in the Scope of
Services be deemed to be an independent contractor. Neither the Consultant nor any of its sub-
consultants shall at any time or in any manner represent that it or any of its employees are
employees of the Agency or any member agency of the Agency. The Agency shall not be
requested or ordered to assume any liability or expense for the direct payment of any salary, wage
or benefit to any person employed by the Consultant or its sub-consultants to perform any item of
work described in the Scope of Services. The Consultant is entirely responsible for the immediate
payment of all sub-consultant liens.
5
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17. SEVERABILITY. Each and every section of this Agreement shall be construed as a separate and
independent covenant and agreement. If any term or provision of this Agreement or the
application thereof to certain circumstances shall be declared invalid or unenforceable, the
remainder of this Agreement, or the application of such term or provision to circumstances other
than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties.
This Agreement supersedes all prior negotiation, discussions and agreements between the parties
concerning the subject matters covered herein. The parties intend this Agreement to be the final
expression of their agreement with respect to the subjects covered herein and a complete and
exclusive statement of such terms.
19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by
written instrument duly approved and executed by each of the parties hereto. Any such
modification or amendment shall be valid, binding and legally enforceable only if in written form
and executed by each of the parties hereto, following all necessary approvals and authorizations
for such execution.
20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.
Any legal action arising from or related to this Agreement shall be brought in the Superior Court
of the State of California in and for the County of San Bernardino.
21. NON-WAIVER. Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of the right to compel enforcement of the same provision or any remaining
provisions of this Agreement.
22. ASSIGNMENT. This Agreement may not be assigned by the Consultant without the prior written
consent of the Agency.
23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this
Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind
the parties each purports to represent.
24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which will constitute an original.
25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be
binding on the Agency until signed by an authorized representative of the Consultant, approved by
the government board of the Agency and executed by the Interim Executive Director or his
designee.
26. CONFLICTS OF INTEREST. The Consultant hereby represents that it has no interests adverse to
the Agency or the City at the time of execution of this Agreement except as previously disclosed
to the Agency Staff and in particular with respect to other work being performed by the Consultant
for the Lot Line Adjustment for the property at 450 North "E" Street, San Bernardino. The
6
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Consultant hereby agrees that, during the term of this Agreement, the Consultant shall not enter
into any agreement or acquire any interests detrimental or adverse to the Agency or the City.
Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and
any partnerships, individual persons or any other party or parties comprising the Consultant,
together with each sub-consultant who may hereafter be designated to perform services pursuant
to this Agreement, do not have and, during the term of this Agreement, shall not acquire any
property ownership interest, business interests, professional employment relationships, contractual
relationships of any nature or any other financial arrangements relating to the Agency, property
over which the Agency has jurisdiction or any members or staff of the Agency that have not been
previously disclosed in writing to the Agency, and that any such property ownership interests,
business interests, professional employment relationships, contractual relationships or any nature
or any other financial arrangements will not adversely affect the ability of the Consultant to
perform the services to the Agency as set forth in this Agreement.
27. NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the
Agency and the Consultant for the services set forth in Exhibit "B" or any similar or related
services. The Agency may, during the term of this Agreement, Agreement with other consultants
for the performance of the same, similar or related services as those that may be performed by the
Consultant under this Agreement. The Agency reserves the discretion and the right to determine
the amount of services to be performed by the Consultant for the Agency under this Agreement,
including not requesting any services at all. This Agreement only sets forth the terms upon which
any such services will be provided to the Agency by the Consultant, if such services are requested
by the Agency, as set forth in this Agreement.
28. CONSEOUENTIAL DAMAGES & LIMITATION OF LIABILITY. The Agency and Consultant
agree that except as otherwise provided in this Section 28, in no event will either be liable to the
other under this Agreement for any damages including but not limited to, special damages, loss of
revenue, loss of profit, operating costs or business interruption losses, regardless of cause,
including breach of Agreement, negligence, strict liability or otherwise. The limitations and
exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of
Agreement, tort, strict liability or otherwise of the Consultant and the Agency, their employees or
sub-consultants.
29. BUSINESS REGISTRATION CERTIFICATE. The Consultant warrants that it possesses, or shall
obtain immediately after the execution and delivery of this Agreement, and maintain during the
period of time that this Agreement is in effect, a business registration certificate pursuant to Title 5
of the City of San Bernardino Municipal Code, together with any and all other licenses, permits,
qualifications, insurance and approvals of whatever nature that are legally required to be
maintained by the Consultant to conduct its business activities within the City.
7
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date indicated next to the authorized signatures of the officers of each of them as appear below.
AGENCY
Redevelopment Agency of the City of San Bernardino,
a public body, corporate and politic
Dated:
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By:
Emil A. Marzullo, In . Executive Director
Approved as to Form and Legal Content:
By: ~~~tfI-
CONSULTANT
Ludwig Engineering, Inc.
::me: JJ~ ~y
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Title:
Dated:
8
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EXHIBIT" A"
SUPERVISORY STAFF PERSONNEL
Agency Staff:
Emil Marzullo, Interim Executive Director
Kathleen Robles, Project Manager
9
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EXHIBIT "B"
SCOPE OF SERVICES
10
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Prepared by:
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~ C~TION
CML ENGINEERING. SURVEYING. PlANNING
Corporate
109 E. 3rd St., San Bamardlno, CA 92410
Phone 809-884-41217 Fax (_)889-0153
Arizona
5508 Clubhouse Dr., Fort Mohave. AZ 86426
Phone 928-768-1857 Fax (928)768-7086
Architectural and Design Services Theater Square Project Schedule
Addendum No.1
Economic Development Agency City of San Bernardino
TASKS PERSONNEL HOURS
Project Licensed Design Designer I Survey 2Man Clerical I SUBTOTAL TOTAL
Manager Architect Engineer CADD Supervisor Survey Eng. Aide LABOR ESTIMATED
PE Operator IV Crew I GPS HOURS COSTS
Houny Rate ~ 146 ~ 124 S 130 ~ 95 ~ 130 ~ 346 S 75
TASK 1 PROJECT DEVELOPMENT
Meet With EDA Staff - Project Protocol I 41 4 1 41 12 S 1,380
TUfAL TASK 1 S 1,380
TASK 2 PRELIMINARY DESIGN I CONCEPTUAL PLANS
TaSk 2.1 Preliminary Tnglneerlng
Base Mappmg preparation IAlreaCly done) - -
Topo Existing Features at Future Crosswalk 1 1 2 4 952
Site Hydrology EvaTuation 1 8 9 1,186
Traffic / Pedestrian Assessment 4 4 8 1,016
Develop Plan Sheet Blanks per City Stamfards 2 2 10 14 1,458
Geotechnical Site Investigation - S 7,SOO
TorM Task 2.1 preTtmmary DesIgn S 12,112
TasU.2 conceptual DesIgn
Conceptual Design Preparation 2 16 16 28 62 7,016
Coordinate w/AECOMNanir 4 4 4 2 14 1,750
Utility Stub Outs Conceptual Planning 2 6 12 10 30 3,546
Meet with Agency Tor ConceptuaTReview 4 4 4 2 14 1,750
Prepare Preliminary Cost Estimate 2 8 8 2 20 2,474
Prepare Rendering of Accepted Conceptual Plan 4 12 16 1,636
TOTAL Task 2.2 Conceptual DesIgn 18,172
IUIAL TASK 2 30,284
TASK 3 MITIGATION OF BUILDING ENCROACHMENT
Review of Survey Field Data 1 2 2 5 654
Determine Best SoTution 1 4 4 9 1,162
Meet with Agency Tor Review 4 4 8 1,080
Prepare Demo / Construction Plan 2 12 6 16 36 4,080
Demo Specifications 1 8 6 8 23 2,518
Plan Review with Agency 4 4 4 2 14 1,750
Tncroacnment ....ermJt 1 L 4 410
TOTAL TASK 3 1~6S4
TASK 4 FINAL DESIGN PS&E
.asli 4.1 Final Engineering Design and Plans
Coordinate w amr 6 6 6 3 21 2,625
Cover Sheet and Street Pans 8 28 36 5 3,700
Utility Stub Outs PTan 2 8 18 22 50 :; 5,714
Cross Walk - Striping, Signalization, Ugh-ting (EisenhartT - S 7,200
Demo Plan for RemovaT of Ticket Booth- 4 8 12 24 S 2,676
Lead/Asbestos Survey IDone by EDAT -
Ticket Booth Demo Specifications 1 8 8 6 6 29 3,198
Street Plan Eliminate Bus Turnout 4 24 24 52 5,984
Detail Sheets 8 8 24 40 4,312
Hazmat Landfill Fee for Ticket Booth 2 2 1,260
Easement APN 0134-131-30-0000 4 6 2 12 1,350
Permit Applications 4 4 8 1,016
65% Submittal PS&E 4 4 4 4 16 1,900
Revisions 1 8 12 24 45 4,978
95% Submittal PS&E 4 4 4 6 4 22 2,470
Revisions 1 4 4 12 21 2,302
100% Final Plan DeJiverable 4 4 4 8 20 ; 2,360
TOTAL Task 4.1 Fmal Engmeermg DesIgn and Plans i 53,045
Task 4.2 Architectural and LandscapTng Final Plans
UmltteCl I I 1 I 1 I - 15 -
TOTAL Task 4.2 ArchItectural / Landscapmg Final Plans I IS -
,ask 4.3 construction Cost Estimate
Prepare Final Cost Estimate 2 8 8 0 24 2,774
90% Submittal PS&E 4 4 4 12 1,600
Revisions 2 2 2 6 658
TOTAL 100% Submittal PS&E 4 4 4 12 1,600
Task 4.3 ConstructIon Cost EstImate 6,632
Task 4.4 Technical Specifications
Prepare Technical SpeCifications 4 24 24 32 84 9,080
90% Submittal PS&E 4 4 4 12 1,600
Revisions 6 6 8 20 2,124
100% Submittal PS&E 4 4 4 12 1,600
TOTAL Task 4.4 lechmcal SpecificatIOns 14,404
Task 4. an
Prepare ~WPPP 2 4 12 12 32 62 S,8BS-
Prepare WQMP 2 4 32 32 70 7,348
90% Submittal PS&E 4 4 4 12 1,600
Revisions 2 4 4 8 18 1,748
100% Submittal PS&E 4 2 2 8 1,092
TOTAL Task 4.5 SWTfWand WQMP 17,676
TOTAL TASK 4 91,757
TASK 5 PROJECT MEETINGS (Noted in Tasks)
TOTAL TASK 5 (N/A)
TASK 6 BIDDING I CONSTRUCTION SUPPORT SERVICES
Task 6.1 Biddlng-SUpport
P-repare BICllJocuments (Theater Area) L 4 4 12 22 2,208
Attend Pre-bid Meeting Theater Area} 4 4 4 4 16 1,900
Prepare Bid Documents Building Mitigation) 2 4 4 4 14 1,608
Attend Pre-bid Meeting Building Mitigation) 4 4 4 4 16 1,900
Prepare Bid Documents Ticket Booth) 2 4 4 4 14 1,608
Attend Pre-bid Meeting Ticket BootnT 4 4 4 12 1,600
Respond to Contractor RFI s 4 8 8 2 22 2,766
BidCfer Review anaSeTection 8 8 4 2 22 2,830
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A CORPORATION
Architectural and Design Services Theater Square Project Schedule
Addendum No.1
CML ENGINEERING. SURVEYING. PLANNING
Corporate
109 E. 3rd St.. 58" Bernardino, CA 92410
Phone 90U84-8217 Fax (909)889-0153
Arizona
5508 Clubhouse Dr.. Fort Mohave. AZ. 86426
Phone 928-768-1857 Fax (926)768-7086
Economic Development Agency City of San Bernardino
TASKS PERSONNEL HOURS
Project Licensed Design Designer I Survey 2Man Clerical I SUBTOTAL TOTAL
Manager Architect Engineer CADD Supervisor Survey Eng. Aide LABOR ESTIMATED
PE Operator IV Crew I GPS HOURS COSTS
Hourly Rate S 146 S 124 S 130 S 95 S 130 S 346 S 75
TOTAL Task 6.1 Bidding Support S 16,420
Task I b.2 construction Support
Atten d Pre-construction Meeting [Theater Area) 4 4 4 2 14 1,750
Attend Pre-construction Meeting Building Mitigation} 4 4 4 2 14 1,750
Attend Pre-construction Meeting Ticket Booth) 4 4 4 2 14 1,750
Respond to RFI s 4 8 8 4 24 2,916
Construction Staking 2 4 6 32 44 12,620
Prepare "As Builts 2 8 8 28 10 56 5,734
TOTAL Task 6.2 ConstructIon support 26,520
TOTAL TASK 6 42,940
TOTAL HOURS 141 L~U 3/~ L~2 ~ 34 211 1,514
IJUI't.) 178,015
20% Contingency 35,603
213,618
R:\PROPOSALS\Grading\City of S8 EDA Theater Add 1\Schedules\EDA theater Phase 1 ttemized Cost Proposal.xls
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EXHIBIT "C"
INSURANCE REQUIREMENTS
The Consultant shall maintain insurance policies issued by an insurance company or companies
authorized to do business in the State of California and that maintain during the term of the policy a
"General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests
Insurance Guide," as follows:
(1) Comprehensive General Liability Insurance. The Consultant shall maintain
comprehensive general liability insurance of not less than Two Million Dollars
($2,000,000.00) combined single limit, per occurrence.
(2) Automobile Insurance. The Consultant and each of its sub-consultants shall
maintain comprehensive automobile liability insurance of not less than One
Million Dollars ($1,000,000.00) combined single limit per occurrence for each
vehicle leased or owned by the Consultant or its sub-consultants and used in
performing work under this Agreement.
(3) Worker's Compensation Insurance. The Consultant and each of its sub-consultants
shall maintain worker's compensation coverage in accordance with California
workers' compensation laws for all workers under the Consultant's and/or sub-
consultant's employment performing work under this Agreement.
(4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy
covering liability for errors and omissions of the Consultant in performing the
Scope of Services of this Agreement in an amount of not less than One Million
Dollars ($1,000,000.00).
Concurrent with the execution of this Agreement and prior to the commencement of any work by
the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the
existence of the insurance coverage required herein, which coverage shall remain in full force and effect
continuously throughout the term of this Agreement. Each policy of insurance that Consultant purchases
in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional
insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty
(30) days prior written notice to the Agency.
11
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