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HomeMy WebLinkAboutR33- Economic Development Agency CITY OF SAN ORIGINAL BERNARDINO ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: Ludwig Engineering - Professional Services Interim Executive Director Agreement DATE: October 5,2010 Synopsis of Previous Commission/Council/Committee Action(s): On September 9, 2010, Redevelopment Committee Members Johnson, Marquez and Brinker unanimously voted to recommend that the Community Development Commission consider this action for approval. Recommended Motion(s): (Community Development Commission) 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 a Professional Services Agreement by and between the Agency and Ludwig Engineering for Aerial Topographic Mapping(Central City North,Central City South,Central City/Meadowbrook Redevelopment Project Areas) Contact Person(s): Jeffrey Smith Phone: (909)663-1044 Central City North,Central City South Project Area(s): Central City/Meadowbrook Ward(s): 1 Supporting Data Attached: 2 Staff Report Z Resolution(s) DAgreement(s)/Contract(s) ❑Map(s) ❑Letter(s) Not to Exceed FUNDING REQUIREMENTS: Amount: $ 43,000 Source: Line Item 6600 Budget Authority: Fiscal Year 2010-2011 Budget Signature: Fiscal Review: Emil A.Marzullo,Interim Executive Director Lor' amino 'Ile ry 1 I Chief Financial Officer - -- ------------------------------------ ------ ----------------- - - — Commission/Council Notes: � LSD �D���.D/D �Lo - --------------- --- — — — ------- P:\Agendas\Comm Dev Commission\CDC 2010\10-18-10 Ludwig Engineering Professional Services Agreement SR.docx COMMISSION MEETING AGENDA Meeting Date: 10/18/10 Agenda Item Number: �� ECONOMIC DEVELOPMENT AGENCY STAFF REPORT LUDWIG ENGINEERING- PROFESSIONAL SERVICES AGREEMENT BACKGROUND: In June 2009, the Mayor and Common Council of the City of San Bernardino ("Council") and the Community Development Commission of the City of San Bernardino ("Commission") approved and endorsed the City's Vision & Action Plan, and directed Agency Staff to proceed with the Implementation of the Vision & Action Plan in conjunction with economic and market opportunities and private sector development participation. The Vision & Action Plan identified and proposed many potential improvements, design concepts and development strategies that comprise a set of goals and a shared vision for revitalization of the Downtown Core area of the City. The City of San Bernardino and the Inland Valley Development Agency(IVDA), through a grant from the U.S. Department of Commerce Economic Development Agency, are working on preliminary design and engineering plans to mitigate high groundwater and liquefaction hazards associated with development in Downtown San Bernardino (the "Downtown"). The study area is bounded by Third Street, Waterman, Rialto and Arrowhead Avenues. The project includes a number of tasks that incorporates community input, the formulation of alternatives, and the preparation of a master plan which will define the integration of water feature corridors in the Downtown. Findings will help indentify revitalization opportunities and the infrastructure needed to implement the Downtown Core Vision & Action Plan. This project is being led by a team of engineering and planning professionals from PACE Advanced Water Engineering. CURRENT ISSUE: A critical task of the High Groundwater and Liquefaction Mitigation Study (HGLMS) is the preparation of a aerial topography area map of the study area. This topographic mapping is required in order to perform the preliminary engineering for the planned improvements as part of this study. However, the topography only encompasses a portion of the downtown area and a majority of the area intended to be mapped is in the residential areas to the east and south. The area to be mapped is generally bounded by Seventh (7th) Street to the north, Waterman Avenue to the east, Rialto Avenue to the south and"D" Street to the west. In an effort to assist in providing the momentum of the Downtown Core Vision & Action Plan, and assist in its planning efforts, PACE Engineering approached the Agency and suggested that the western half of the Downtown be mapped as well. The area that would be mapped would include Seventh (7th) Street to the north, Mountain View Avenue to the east, Rialto Avenue to the south and the I-215 Freeway to the west. P:\Agendas\Comm Dev Commission\CDC 2010\10-18-10 Ludwig Engineering Professional Services Agreement SR.docx COMMISSION MEETING AGENDA Meeting Date: 10/18/10 Agenda Item Number: Economic Development Agency Staff Report Ludwig Engineering-Professional Services Agreement Page 2 Expanding the aerial topographic mapping of the entire downtown area beyond the limits of the HGLMS area provides cost incentives to the City as well as providing an immediate mapping resource that can be utilized for Agency planning and design efforts and different redevelopment projects which are not currently available to the Agency. The Agency will be able to acquire the mapping at a reduced cost since; (1) aerial flights can be combined into one flight thus producing a significant cost savings; (2) utilization of some of the identical field survey centerline information that is being surveyed for the current HGLMS project; (3) being able to compile the mapping for the Downtown target area; and (4) the aerial topography will be used as base mapping for other Downtown related planning and design related projects and programs and proposed improvements. Assisting PACE in their effort to map the HGLMS area is their sub-consultant, Ludwig Engineering. The Agency now desires to move forward with the aerial topography mapping of the western portion of the Downtown and would request Ludwig Engineering to provide the necessary services to prepare the aerial topography maps as a sub-consultant to PACE. The office of Ludwig Engineering is located in San Bernardino, California. They have performed similar work for many public agencies in Southern California, including the City of San Bernardino. Thus, Agency Staff recommends that the Agency enter into a Professional Services Agreement ("Agreement") with Ludwig Engineering, in an amount not to exceed $43,000. The requirements for payments will be noted in the Agreement and will be on a flat fee basis. The Agreement will also contain the Scope of Work to be undertaken by Ludwig Engineering and will be attached to the Community Development Commission's Agenda Staff Report. ENVIRONMENTAL IMPACT: Establishing and entering into a Professional Services Agreement with Ludwig Engineering to provide aerial topographic mapping services does not meet the definition of a"project"under Section 15378 of CEQA. FISCAL IMPACT: The preparation of aerial topographic maps for Downtown San Bernardino will have a fiscal impact on the Agency in an amount not to exceed $43,000, which will be paid from tax increment revenues and said amount is budgeted in the Fiscal Year 2010-2011 Agency Budget. Consultant Services-Budget Line 6600, Agency Activities. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. Emil A. Marzullo,Interim Executive Director — ------------------------------------------ gendas\Comm Dev Commission\CDC 2010\10-18-10 Ludwig Engineering Professional Services Agreement SR.docx COMMISSION MEETING AGENDA------------- Meeting Date: 10/18/10 Agenda Item Number: J� RESOLUTION NO.: COPIV 1 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY 4 OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE 5 AGENCY AND LUDWIG ENGINEERING FOR AERIAL TOPOGRAPHIC MAPPING(CENTRAL CITY NORTH, CENTRAL CITY SOUTH, CENTRAL 6 CITY/MEADOWBROOK REDEVELOPMENT PROJECT AREAS) 7 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a 8 public body, corporate and politic existing under the laws of the State of California, Community 9 Redevelopment Law, Health and Safety Code 33000, et seq. (the "CRL"), and is charged with the 10 mission of redeveloping blighted and underutilized land; and 11 WHEREAS, the Community Development Commission of the City of San Bernardino (the 12 "Commission") is the governing body for the Agency; and 13 WHEREAS, in June 2009, the Mayor and Common Council and the Commission approved 14 and endorsed the San Bernardino Downtown Core Vision & Action Plan, and directed Agency Staff 15 to proceed with the implementation of the Vision &Action Plan; and 16 WHEREAS, the Vision & Action Plan identified and proposed many potential 17 improvements, design concepts and development strategies that comprise a set of goals and a shared 18 vision for revitalization of the Downtown Core area of the City; and 19 WHEREAS, the City of San Bernardino and the Inland Valley Development Agency 20 (IVDA), through a grant from the U.S. Department of Commerce Economic Development Agency, 21 are working on preliminary design and engineering plans to mitigate high groundwater and 22 liquefaction hazards associated with development in the eastern half of Downtown San Bernardino; 23 and 24 WHEREAS, a critical task of this effort is the preparation of a aerial topography area map of 25 Downtown to perform the preliminary engineering for planned improvements; and 26 WHEREAS, the Agency was approached and asked to assist in the aerial mapping of the 27 western half of the Downtown San Bernardino; and 28 1 Pi�Agendas\Resolutions\Resolutions\2010\10-18-10 Ludwig Engineering-Professional Services Agreement CDC Reso.docx I WHEREAS, the Agency now desires to move forward with the preparation of aerial 2 topographic maps for Downtown San Bernardino; and 3 WHEREAS, the Agency requests that Ludwig Engineering (the "Consultant") provide the 4 necessary services to prepare aerial topographic maps for Downtown San Bernardino; and 5 WHEREAS, on September 6, 2010, the Redevelopment Committee of the Economic 6 Development Agency of the City of San Bernardino (the "Redevelopment Committee") 7 recommended to the Commission approval of an agreement for professional services (the 8 "Agreement"), attached hereto as Exhibit "A", by and between the Agency and the Consultant to 9 accomplish any and all tasks necessary to prepare and complete the necessary aerial topographic 10 maps for Downtown San Bernardino; and 11 WHEREAS, the Redevelopment Committee recommended that the Commission approve 12 said Agreement and authorize the Interim Executive Director of the Agency to execute said 13 Agreement. 14 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY 15 OF SAN BERNARDINO DOES HEREBY RESOLVE,DETERMINE AND ORDER,AS FOLLOWS: 16 Section 1. The Commission hereby approves the Agreement and hereby authorizes the 17 Interim Execute Director of the Agency to execute the Agreement with Consultant on behalf of the 18 Agency, together with any technical and conforming changes as may be recommended by the 19 Interim Executive Director of the Agency and approved by the Agency Counsel. 20 Section 2. This Resolution shall take effect from and after its date of adoption by this 21 Commission. 22 23 24 25 26 27 28 2 P:,Agendas\Resolutions\Resolutions\2010\10-18-10 Ludwig Engineering-Professional Services Agreement CDC Reso.docx 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE 2 INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A 3 PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE AGENCY AND LUDWIG ENGINEERING FOR AERIAL TOPOGRAPHIC 4 MAPPING(CENTRAL CITY NORTH, CENTRAL CITY SOUTH, CENTRAL 5 CITY/MEADOWBROOK REDEVELOPMENT PROJECT AREAS) 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 7 Development Commission of the City of San Bernardino at a meeting 8 thereof, held on the day of , 2010,by the following vote to wit: 9 Commission Members: Ayes Nays Abstain Absent 10 MARQUEZ 11 DESJARDINS 12 BRINKER 13 SHORETT 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 18 Secretary 19 20 The foregoing Resolution is hereby approved this day of 12010. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission of the City of San Bernardino 24 Approved as to Form: 25 �.,. 26 By: — Agency nsel 27 28 3 P:\Agendas\Resolutions\Resolutions\2010\10-18-10 Ludwig Engineering-Professional Services Agreement CDC Reso.docx 1 EXHIBIT A 2 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 3 AGREEMENT FOR PROFESSIONAL SERVICES 4 LUDWIG ENGINEERING 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 r 26 27 28 4 P:\Agendas\Resolutions\Resolutions\2010\10-18-10 Ludwig Engineering-Professional Services Agreement CDC Reso.docx REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES LUDWIG ENGINEERING This Agreement For Professional Services (this "Agreement") is made and entered into as of October 18, 2010, by and between the Redevelopment Agency of the City of San Bernardino ("Agency"), a public body, corporate and politic, and Ludwig Engineering ("Consultant"). NOW, THEREFORE, IN CONSIDERATION 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 $42,652 for completion of the services described in the Scope of Services set forth in Exhibit"B",billed to the Agency on a flat fee basis for the tasks listed on Exhibit`B". 1 PAAgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.docx B. The compensation designated in subsection A.4., 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: Jeffrey Smith, AICP, Senior Urban Planner 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 0 been resolved. 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, 2 P:Wgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010.10-18-10 Ludwig Engineering Professional Services Agreement.docx 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 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 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\10-18-10 Ludy ig Engineering Professional Services Agreement.docx 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 0 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. NOTICE. 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 4 P:Wgendas\Agenda AttachmentsAgenda Attachments\Agrmts-Amend 2010110-18-10 Lude,ig Engineering Professional Services Agreement.docx 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 Attention: Jim Fry 109 East Third Street, San Bernardino, California 92708 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 Phone: (909) 663-1044 Fax: (909) 888-9413 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 5 P:\Agendas\Agenda Attachments\Agenda Attachments,Agrmts-Amend 2010\10.18-10 Ludwig Engineering Professional Services Agreement.docx �. 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 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 (i) City of San Bernardino — WQMP & Plan Checking Services — On Call Contract — 2 Years, and (ii) City of San Bernardino — Verdemont Water— Construction Management Services for a) Palm Avenue Pump Station, b) Magnolia Pump Station, c) Palm Connector Transmission 0 Main Extension and d) Palm Reservoir. 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 6 P:1Agendas\Agenda AttachmentsAgenda AttachmenwAgrmts-Amend 2010\.10-18-10 Ludwig Engineering Professional Services Agreement.docx 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. 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. 7 P:.AgendasAgenda Attachments'Agenda AttachmentsAgrmis-Amend 2010'..10-18-10 Ludwig Engineering Professional Services Agreement.docx 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: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: Agency C nsel CONSULTANT Ludwig Engineering By: Name: Dated: Title: 8 P:\Agendas\Agenda Attachments Agenda AttachmentsWgrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.docx EXHIBIT "A" SUPERVISORY STAFF PERSONNEL Agcy Staff: Emil Marzullo, Interim Executive Director Don Gee, Deputy Director Jeffrey Smith, AICP, Senior Urban Planner 9 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\1 0-I8-10 Ludwig Engineering Professional Services Agreement.docx EXHIBIT "B" SCOPE OF SERVICES Ludwig Engineering ("Consultant") will prepare a digital topographic map of a portion of Downtown San Bernardino. The limits for this work is roughly bounded by Seventh (7th) Street to the north, Waterman Avenue to the east, Rialto Avenue to the south and "D" Street to the west. Ludwig will prepare: • A digital topographic map in 3D-DWG AutoCAD format, at a scale of 1" = 40', with one-foot contour intervals • A 3' color ortho photo of the Downtown San Bernardino Project TASKS Ludwig Engineering will perform the following tasks: Task 1 Set horizontal and vertical control for aerial mapping Task 2 Mapping and Ortho photography Task 3 Centerline Control Task 4 Process, Office Work and Downloads TIMETABLE / SCHEDULE: Start: October 2010 Complete: December 2010 FEES: The above scope of work will be done for a flat fee of forty-two thousand, six hundred fifty two dollars ($42,652). 10 P:Agendas,Acenda AttachmentsWgenda Attachments'Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.docx 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 • PAAgendas\Agenda AttachmentsWgenda Attachments\Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.docx REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES LUDWIG ENGINEERING This Agreement For Professional Services (this "Agreement") is made and entered into as of October 18, 2010, by and between the Redevelopment Agency of the City of San Bernardino ("Agency"), a public body, corporate and politic, and Ludwig Engineering ("Consultant"). NOW, THEREFORE, IN CONSIDERATION 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 $42,652 for completion of the services described in the Scope of Services set forth in Exhibit "B",billed to the Agency on a flat fee basis for the tasks listed on Exhibit`B". 1 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.docx B. The compensation designated in subsection AA., 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: Jeffrey Smith, AICP, Senior Urban Planner 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. 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, 2 P:\Agendas`.Agenda Attachments\Agenda Attachments\Agrmis-Amend 2010\10-I8-10 Ludy ig Engineering Professional Services Agreement.docz 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 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 l 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 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agtmts-Amend 2010\10-1 R-10 Ludwig Engineering Professional Services Agreement.docx I I 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. 1 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 tennination and without additional charge to the Agency. 13. NOTICE. 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 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agnnts-Amend 2010"10-18-10 Ludwig Engineering Professional Ser%ices Agreement.docx 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 Attention: Jim Fry 109 East Third Street, San Bernardino, California 92708 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 Phone: (909) 663-1044 Fax: (909) 888-9413 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 perfonnance 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 perfonn 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 C 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 tern or provision to circumstances other 5 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\10-I8-10 Ludwig Engineering Professional Services Agreernent.docx 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 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 (i) City of San Bernardino — WQMP & Plan Checking Services — On Call Contract — 2 Years, and (ii) City of San Bernardino — Verdemont Water— Construction Management Services for a) Palm Avenue Pump Station, b) Magnolia Pump Station, c) Palm Connector Transmission Main Extension and d) Palm Reservoir. 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 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreemenl.docx 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 r a nature or an other financial arrangements will not relationships, contractual relationships o any y g 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. 7 P:�Agcndas;-Agenda Attachments\Agenda Attachments,Agrmts-Amend 2010\10-18-10 Ludwig Engineering Professional Services Agreement.doex 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: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: Agency C unsel CONSULTANT Ludwig Engineering By: Name: Dated: Title: 8 PAAgendas\Agenda Attachments\Agenda Attachments\Agents-Amend 2010'10-I8-10 Ludwig Engineering Professional Services Agreement.docx EXHIBIT "A" SUPERVISORY STAFF PERSONNEL Agency Staff- Emil Marzullo, Interim Executive Director Don Gee, Deputy Director Jeffrey Smith, AICP, Senior Urban Planner PAAgendas`.Agenda Attachments\Agenda Attachments\Agimts-Amend 2010'A0-18-10 Ludwig Engineering Professional Services Agreement.docx EXHIBIT "B" SCOPE OF SERVICES Ludwig Engineering ("Consultant") will prepare a digital topographic map of a portion of Downtown San Bernardino. The limits for this work is roughly bounded by Seventh (7th) Street to the north, Waterman Avenue to the east, Rialto Avenue to the south and "D" Street to the west. Ludwig will prepare: • A digital topographic map in 3D-DWG AutoCAD format, at a scale of 1" = 40', with one-foot contour intervals • A 3' color ortho photo of the Downtown San Bernardino Project TASKS Ludwig Engineering will perform the following tasks: Task 1 Set horizontal and vertical control for aerial mapping Task 2 Mapping and Ortho photography Task 3 Centerline Control Task 4 Process, Office Work and Downloads TIMETABLE / SCHEDULE: Start: October 2010 Complete: December 2010 FEES: The above scope of work will be done for a flat fee of forty-two thousand, six hundred fifty two dollars ($42,652). P:�,4gendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2010`.10-18-10 Ludwig Engineering Professional Se-ices Agreemem.docx 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 2010'.10-15-10 Ludwig Engineering Professional Services Agreemenl.docs