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HomeMy WebLinkAboutR40-Economic Development Agency (2) CITY OF SAN BERNARDINO ORIGINAL ECONOMIC DEVELOPMENT AGENCY FROM: Emil A.Marzullo SUBJECT: Professional Services Agreement with Joseph E. Interim Executive Director Bonadiman and Associates, Inc. for Professional Design and Engineering Services for the Northpark Boulevard and University Parkway DATE: June 24,2011 Street Improvements Project (State College Redevelopment Project Area) ---------------——----------------------------------------—-----------------------------------------------------—-----------------------------------------------------.........—......................... Synopsis of Previous Commission/Council/Committee Action(s): On December 20, 2010, the Community Development Commission approved an Owner Participation Agreement ("OPA") between the Agency and Promenade and Shops,LLC for street improvements at Northpark Boulevard and University Parkway. 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 Joseph E. Bonadiman and Associates, Inc. ("Consultant")for Professional Design and Engineering Services for Northpark Boulevard and University Parkway Street Improvements Project(State College Redevelopment Project Area) --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Contact Person(s): Brian Turnbull Phone: (909)663-1044 State College Redevelopment Project Project Area(s): Area Ward(s): 5th 6" Supporting Data Attached: 0 Staff Report 0 Resolution(s)0 Agreement(s)/Contract(s) 0 Map(s) ❑ Letter(s) FUNDING REQUIREMENTS: Amount: $ $61,200 Source: EB-5 Budget Authority: 2011/2012 Signature: Fiscal Review: Emil A.Marzullo,Interim Executive Director Lori Panz' -Till rim of Financial Officer --------------------------------------------------------------------------- ------ ---------------------------------------------------------------------------------------------------------- Commission/Council Notes: —— --—---—--------------------—-—-------------------------------------------------------------------------------------------------------------—------------------- PAAgendas\Comm Dev Commission\CDC 2011\07-05-11 Joseph Bonadiman PSA SR COMMISSION MEETING AGENDA Meeting Date: '7/1 SI/[I Agenda Item Number: A_76 i ECONOMIC DEVELOPMENT AGENCY STAFF REPORT PROFESSIONAL SERVICES AGREEMENT WITH JOSEPH E. BONADIMAN AND ASSOCIATES,INC. FOR PROFESSIONAL DESIGN AND ENGINEERING SERVICES FOR THE NORTHPARK BOULEVARD AND UNIVERSITY PARKWAY STREET IMPROVEMENTS PROJECT (STATE COLLEGE REDEVELOPMENT PROJECT AREA) BACKGROUND: On March 3, 2011, the Community Development Commission of the City of San Bernardino approved a loan agreement with CMB Export, LLC in the amount of$10,000,000 to fund construction of various infrastructure projects Citywide. CMB Exports, LLC, was formed in the mid-1990's to establish a "regional center" for the counties of San Bernardino, Riverside and Sacramento to assist in financings for the closed military bases in these counties. The Inland Valley Development Agency ("IVDA") entered into the initial loan transaction with CMB in 1997 for the first loan of this type pursuant to the EB-5 program administered initially by the Immigration and Naturalization Services ("INS") which has since been restructured into the United States Citizenship and Immigration Services ("USCIS"). The loan proceeds have been used by the IVDA/SBIAA in part for various Airport and roadway infrastructure projects. CURRENT ISSUE: The Northpark Boulevard and University Parkway Street Improvement Project will be funded through proceeds of the 2011 CMB Export, LLC loan. The Project will consist of various street improvements including slurry seal and striping, grind and overlay, street reconstruction and curb, gutter and sidewalk construction and rehabilitation depending on the needs identified by City staff. Improvements will be made on University Parkway, Northpark Boulevard, Hallmark Avenue, State Street and College Avenue (see attached map). Professional design and engineering services are required to develop the plans, specification and estimates (P,S,E's) required for the project. On January 13, 2011, the Agency released a Request for Qualifications (the "RFQ") for Design and Engineering Services. Of the eighteen (18) firms responding to the RFQ, five (5) including Joseph E. Bonadiman and Associates, Inc., were subsequently shortlisted. Agency staff has determined that due to the short time frame required for completion of the design and engineering for the project and the consultants prior work in the area, Joseph E. Bonadiman and Associates, Inc. is the best choice to prepare the P,S,E's for this project. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- - PAAgendas\Comm Dev Commission\CDC 2011\07-05-11 Joseph Bonadiman PSA SR COMMISSION MEETING AGENDA Meeting Date: 07/05/2011 Agenda Item Number: Economic Development Agency Staff Report Joseph Bonadiman Professional Services Agreement Page 2 ENVIRONMENTAL IMPACT: None. This activity does not meet the definition of a "Project" under Section 15378 of the California Environmental Quality Act, which states that a "project" means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. Prior to the commencement of construction of the infrastructure improvements, the Agency will obtain the environmental clearance necessary to proceed with said construction. Due to the cancellation of the June 23, 2011 Redevelopment Committee Meeting, Chairman Tobin Brinker authorized moving this item directly to the Commission for consideration. FISCAL IMPACT: There will be no impact to the City's General Fund. The cost for the Joseph E. Bonadiman & Associates, Inc. Agreement for design and engineering is $61,200. This Agreement will be funded through the 2011 CMB Export, LLC loan. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. Emil A. Marzullo, n erim Executive Director ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ P:Wgendas\Comm Dev Commission\CDC 2011\07-05-11 Joseph Bonadiman PSA SR COMMISSION MEETING AGENDA Meeting Date: 07/05/2011/ Agenda Item Number: i)5- V 'c r 205r + d a.•l% `. j State College 't,+f .+ta 1 S r t .' r P''' } Xr Y .Y '�y�.• t !r A 7y, r, r ��.Ij s't yk. yl• ��' r ` '... Y' R. :.. ` rNy +e:�ql, l NIZ �'�«�f s'+arPrJ`.«`r F',°r'a�� - .. '.�P"st�' ..� �' �p.�P Y`7;Y" ( ,�*� r� � r,+•9 _t 'r� . y�-•�yf,�] �'t`''�t+�'f'«"".� •>7ft _'', � �Y EVIL�'AfJ Lpryjy� �".+� i r.� T� 3t'r�4 l �{, - � `R 4- ,q'o�t+��P� y� .�,n��. «Hy, �' ~3,'t�" t '«�;� f fJ,l�•p}"�' y� +Y '� M E d'�3•.• t 1 ,1LSS __.y- T�• M�. t � � �' )a �"•+�3`}`'� ��«FNON4 NNNN Ct 1 .� .. `��.1.••Y'x�f,,a�� "Y' -s% r "#; ,.w. '••� ! 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L &..,� �$°1�a �R � .'� •� �i',,y, 5 «a /t'"a ,O,>.• t«El, r '••a,p'a .`LREEt w 4l •4\ yy N'r.� 7�I ♦40.¢ �'4f �s \C MD ♦ f S _ e M1 `� f �'a f •�,.'..c."f'l! � «..rar% FU ��4`7: � �` i Et �31 ,I ; ��.� r..����a��a"�a 5,�y�+�' � �.;� .�,• t.- A ..�. ��� �d+ �.t4C " ',HICi HC•AItAa `• R t'� ...s 5 Y' r t ,s� � �{ :.3F'°J•.. l�q dt• SAVE'�` T • ,, � � .- S.F is Y 1 ) + A•^ `� 4t t tyUat�'[' ,, y t . •!”'�� b° tll.� ,� ♦� r T' .�ti v c City of San Bernardino \ Redevelopment Project Area-State College I RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF 3 THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 4 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND 5 BETWEEN THE AGENCY AND JOSEPH E. BONADIMAN AND 6 ASSOCIATES, INC. ("CONSULTANT") FOR PROFESSIONAL DESIGN AND ENGINEERING SERVICES FOR NORTHPARK BOULEVARD AND 7 UNIVERSITY PARKWAY STREET IMPROVEMENTS PROJECT (STATE COLLEGE REDEVELOPMENT PROJECT AREA) 8 9 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a 10 community redevelopment agency duly created, established and authorized to transact business and 11 exercise its powers, all under and pursuant to the California Community Redevelopment Law (the 12 "CRL"), codified under Division 24, Part I of the California Health and Safety Code commencing 13 at Section 33000 and is authorized to construct infrastructure improvements for redevelopment 14 purposes located within the approved redevelopment project areas in the City of San Bernardino 15 (the "City") in accordance with the CRL; and 16 WHEREAS, the Community Development Commission of the City of San Bernardino (the 17 "Commission"), as the governing board of the Agency, has authorized the Agency to design and 18 construct the Northpark Boulevard and University Parkway Street Improvements Project; and 19 WHEREAS, the State College Redevelopment Project Area displays substantial and 20 pervasive symptoms of blight that cannot be remedied by private parties acting alone without 21 community redevelopment assistance; and 22 WHEREAS,the Northpark Boulevard and University Parkway Street Improvements Project 23 is funded by proceeds from the 2011 CMB Export, LLC loan; and 24 WHEREAS, the scope of work will include data and field survey, preparation of plans and 25 project specifications and preparation of all bid documents. 26 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 27 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 28 FOLLOWS: 1 P:\Agendas\Resolutions\Resolutions\201 IN07-05-11 Joseph Bonadiman Professional Design&Engineering Services Agreement CDC Reso.doc I Section 1. The information set forth in the above recitals of this Resolution is true and 2 correct. 3 Section 2. The Commission hereby approves the Agreement between the Agency and 4 the Consultant attached hereto, incorporated herein by reference, and waives any irregularities in 5 the bid as submitted by the Consultant as permitted by the bid documents. 6 Section 3. The Interim Executive Director of the Agency is hereby authorized to 7 execute the Agreement on behalf of the Agency in substantially the form attached hereto as Exhibit 8 "A", together with such changes therein as may be approved by the Interim Executive Director of 9 the Agency, City Attorney and Agency Counsel. The Interim Executive Director of the Agency or 10 such other designated representative of the Agency is further authorized to do any and all things 11 and take any and all actions as may be deemed necessary or advisable to effectuate the purposes of 12 the Agreement, including making non-substantive modifications to the Agreement. 13 Section 4. This Resolution shall take effect from and after its date of adoption by this 14 Commission. 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT 3 AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND 4 BETWEEN THE AGENCY AND JOSEPH E. BONADIMAN AND ASSOCIATES, INC. ("CONSULTANT") FOR PROFESSIONAL DESIGN 5 AND ENGINEERING SERVICES FOR NORTHPARK BOULEVARD AND UNIVERSITY PARKWAY STREET IMPROVEMENTS PROJECT (STATE 6 COLLEGE REDEVELOPMENT PROJECT AREA) 7 g I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 9 Development Commission of the City of San Bernardino at a meeting 10 thereof,held on the day of , 2011, by the following vote to wit: 11 Commission Members: Ayes Nays Abstain Absent 12 MARQUEZ 13 VACANT 14 BRINKER 15 SHORETT KELLEY 16 JOHNSON 17 MC CAMMACK 18 19 20 Secretary 21 The foregoing Resolution is hereby approved this day of , 2011. 22 23 Patrick J. Morris, Chairperson 24 Community Development Commission of the City of San Bernardino 25 26 Approved as to Form: 27 By: s, , , , / 'c�'�. ry 28 Agency Cou sel 3 P:1Agendas,Resolu[ions\Resolutions';2011 X07-05-11 Joseph Bonadiman Professional Design& Engineering Services Agreement CDC Reso.doc 1 EXHIBIT "A" 2 Agreement for Professional Services 3 Joseph E. Bonadiman and Associates, Inc. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 P:\Agendas\Resolutions\Resolutions\2011\07-05-11 Joseph Bonadiman Professional Design& Engineering Services Agreement CDC Reso.doc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES JOSEPH E. BONADIMAN AND ASSOCIATES,INC. This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into as of July 5, 2011 by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic, and Joseph E. Bonadiman and Associates, Inc., a California corporation(the "Consultant"). NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit `B" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or subconsultants 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 "A" 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 $61,200 for completion of the services described in the Scope of Services set forth in Exhibit "A". Consultant compensation shall be paid pursuant to the hourly rates described in Scope of Services, Exhibit"A". 1 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc B. The compensation designated in subsection 4A. 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 and payable by Task or identified as the Scope of Services upon the successful completion of such Task. The Consultant shall be paid an amount not to exceed the amount stipulated in the Scope of Services for the Tasks designated Task 1-4. The Total Fee shall include, but not be limited to, the salaries of all subcontractors 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: Brian Turnbull, 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 subconsultants 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) calendar days of 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 5 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, protect 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, court 2 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc costs and attorneys' fees, for injury or damage of any type claimed as a result of the acts or omissions of the Consultant, its officers, employees, subcontractors, representatives and/or agents, arising from or related to 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 set forth in the Scope of Services shall be the sole property of the Agency, as of the time of their preparation and payment therefor by the Agency, and shall be delivered to the Agency upon written request 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. The Consultant shall execute, acknowledge and perform any and all acts which shall reasonably be 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 available to any person or entity,public or private, without the prior written consent of the Agency. 3 PAAgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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. 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 transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services doe 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: Joseph E. Bonadiman and Associates, Inc. Attention: Michael J. Bonadiman 234 North Arrowhead Avenue San Bernardino, California 92408 Phone: (909) 885-3806 Fax: (909) 381-1721 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: 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, as amended from time to time. The Consultant shall maintain all necessary licenses 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 SUBCONTRACTOR 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 subcontractors shall at any time or in any manner represent that it or any of its employees, agents or representatives 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 subcontractors to perform any item of work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all subcontractor liens. 5 P:Agendas\Agenda AttachmentsWgenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doe 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 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 its individual member entities, at the time of execution of this Agreement. 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 its individual member entities. Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and any corporation, limited liability company, partnership, individual persons or any other 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc party or parties comprising the Consultant, together with each subcontractor 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 "A" or any similar or related services. The Agency may, during the term of this Agreement, contract 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 AND LIMITATION OF LIABILITY. The Agency and the 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 relating to special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Consultant and the Agency,their employees, agents, representatives and/or subconsultants. 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. [SIGNATURES ON FOLLOWING PACE] 7 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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: C�Z Agency Counsel CONSULTANT Joseph E. Bonadiman and Associates, Inc., a California corporation Dated: By: Name: Title: Dated: By: Name: Title: 8 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc City of S.B.KD.A.—Street Improvements around University June 23,2011 Page 2 EXHIBIT "A" SCOPE OF SERVICES I. Consultant agrees to perform the following Scope of Services: This estimate is based on the following: • Utilizing existing County base map data,aerial photos and random field work to prepare improvement plans based on the needed improvements listed below. ENGINEERING SERVICES: TASK 01 PROJECT MEETINGS AND CONSULTATION Attend meetings with Client and/or agencies as required to review and coordinate project progress. Coordinate project through planning. TASK 02 PROJECT MANAGEMENT AND COORDINATION Provide general project management and administration for this phase of project development. Monitor,coordinate,and communicate project progress between Client, Consultant and Agencies. Coordinate project through planning. TASK 03 RESEARCH AND INVESTIGATION Conduct research and investigation of existing and probable constraints and opportunities affecting the project. TASK 04 STREET IMPROVEMENT PLANS Prepare street improvement plans based on the existing conditions. Plans will be horizontal line drawings only,any vertical data will be shown in details. Show work needed based on the preliminary scope below. Plans will also include traffic contrl plans, sign and striping, Plans will be based on client input,City standards and site restrictions, in compliance with the requirements and guidelines of the City. PRELIMINARY SCOPE OF WORK(per site visit notes.) 1. Hallmark Ave: Overall Street was in good condition. • Repair inlet at 4595 Hallmark • Slurry Seal/Stripe the whole street or just specific areas. • Street needs weed abatement.LMD not looking very well. • Patches need to be sealed 2. University Ave: • Medians nee some work • Several areas are crazing/breaking up. • Roots from Pine trees are lifting up the bike lane. Several areas. • Intersection of University&College.Very bad. • Intersection of Kendall&University.Look need repair.Grind/Overlay • Dangerous condition at Flood Control Head wall.Need fencing and diversion fence. • Several trees are dying.Need to be removed. 3. North Park: Overall ok.But Entire Street to receive Slurry Seal. • Some Grind and Overlay. • University park/North Park. Grind/Overlay 4. College: Entire street is a Grind/Overlay • Some Curb and Gutter replacement. Sidewalk replacement Joseph E.Bonadiman&Associates,Inc. City of S.B.R.D.A.—Street Improvements around University June 23,2011 Page 3 5. State Street:Entire street is a Grind/Overlay • Some curb replacement. • Some Sidewalk replacement All streets.Assess if Handicap Access needs to be included in scope of work. TASK 05 BID ASSISTANCE Provide personell to assist with the bid phase of the project. Constructability review,pre- bid services,answer RFIs and pre-construction meeting. TASK 06 CONSTRUCTION PHASE ASSISTANCE Provide engineer to visit site and answer contractor questions during construction phase. TASK 07 CONSTRUCTION STAKING Provide survey crew to set nails at 100 foot stations along the centerlines of the streets. If there is a median points will be set along the existing curbs. TASK 08 GEOTECHNICAL Hilltop Geotechnical will provide as-needed compaction testing during construction phase. EXHIBIT "B" SCHEDULE OF FEES ENGINEERING SERVICES Task 01 -Project Meetings and Consultation $3,200 Task 02-Project Management&Coordination $3,100 Task 03 -Research and Investigation $1,600 Task 04—Update Street Improvement Plans $29,100 Task 05—Bid Assistance $3,200 Task 06—Construction Phase Assistance $2,200 Task 07—Construction Staking $4,600 Task 08—Geotechnical $14,200 TOTAL. ..$61,200 C:\DOCUME-1\cd\LOCALS-1\Temp\BCL Technologies\easyPDF 5\@BCL@200990D3\@BCL@200990D3.doc Joseph E.Bonadiman&Associates,Inc. EXHIBIT "B" SUPERVISORY STAFF PERSONNEL Agency Staff- Redevelopment Agency of the City of San Bernardino Attention: Brian Turnbull, Project Manager 201 North "E" Street, Suite 301 San Bernardino, CA 92401 Business: (909) 663-1044 Fax: (909) 888-9413 -9- P:\Agendas`,Agenda Attachments\Agenda Attachments'Agnnts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional$etvices.doc 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) General Liability Insurance. The Consultant and each of its subcontractors shall maintain general liability insurance with limits of not less than $1,000,000 combined single limit per occurrence for all activities and actions of the Consultant and each of its subcontractors for those types of liabilities not otherwise covered in items (2), (3), or(4) below. (2) Automobile Insurance. The Consultant and each of its subcontractors shall maintain comprehensive automobile liability insurance of not less than $1,000,000 combined single limit per occurrence for each vehicle leased or owned by the Consultant or its subcontractors and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its subcontractors shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or subcontractor'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 $1,000,000. 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) calendar days prior written notice to the Agency. -10- P:'Agendas`.Agenda Attachments\Agenda Attachments`.Agrmts-Amend 2011'07-05-11 Joseph Bonadiman-Agreement for Professional Sen•ices.doc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES JOSEPH E. BONADIMAN AND ASSOCIATES, INC. This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into as of July 5, 2011 by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic, and Joseph E. Bonadiman and Associates, Inc., a California corporation(the"Consultant"). NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: I. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit `B" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or subconsultants 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 "A" 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 $61,200 for completion of the services described in the Scope of Services set forth in Exhibit "A". Consultant compensation shall be paid pursuant to the hourly rates described in Scope of Services, Exhibit"A". 1 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc B. The compensation designated in subsection 4A. 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 and payable by Task or identified as the Scope of Services upon the successful completion of such Task. The Consultant shall be paid an amount not to exceed the amount stipulated in the Scope of Services for the Tasks designated Task 1-4. The Total Fee shall include, but not be limited to, the salaries of all subcontractors 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: Brian Turnbull, 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 subconsultants 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) calendar days of 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 5 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, protect 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, court 2 P:Wgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadi man-Agreement for Professional Services.doc costs and attorneys' fees, for injury or damage of any type claimed as a result of the acts or omissions of the Consultant, its officers, employees, subcontractors, representatives and/or agents, arising from or related to 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 set forth in the Scope of Services shall be the sole property of the Agency, as of the time of their preparation and payment therefor by the Agency, and shall be delivered to the Agency upon written request 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. The Consultant shall execute, acknowledge and perform any and all acts which shall reasonably be 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 available to any person or entity, public or private, without the prior written consent of the Agency. 3 PA\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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 parry 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. 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 transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc d 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: Joseph E. Bonadiman and Associates, Inc. Attention: Michael J. Bonadiman 234 North Arrowhead Avenue San Bernardino, California 92408 Phone: (909) 885-3806 Fax: (909) 381-1721 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Interim Executive Director 201 North`B" 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, as amended from time to time. The Consultant shall maintain all necessary licenses 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 SUBCONTRACTOR 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 subcontractors shall at any time or in any manner represent that it or any of its employees, agents or representatives 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 subcontractors to perform any item of work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all subcontractor liens. 5 PAAgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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 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 its individual member entities, at the time of execution of this Agreement. 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 its individual member entities. Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and any corporation, limited liability company, partnership, individual persons or any other 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 201 1\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc party or parties comprising the Consultant, together with each subcontractor 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 "A" or any similar or related services. The Agency may, during the term of this Agreement, contract 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 AND LIMITATION OF LIABILITY. The Agency and the 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 relating to special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Consultant and the Agency,their employees, agents, representatives and/or subconsultants. 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. [SIGNATURES ON FOLLOWING PACE] 7 P:\Agendas\Agenda AttachmentMgenda Attachments\Agrmts-Amend 2011\07-05-1 I Joseph Bonadiman-Agreement for Professional Services.doc 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: E_ `�a4-4wyv.) Agency Counsel CONSULTANT Joseph E. Bonadiman and Associates, Inc., a California corporation Dated: By: Name: Title: Dated: By: Name: Title: 8 P:\Agendas\Agenda AttachmentsWgenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc City of S.B.R.D.A.—Street Improvements around University June 23,2011 Page 2 EXHIBIT "A" SCOPE OF SERVICES I. Consultant agrees to perform the following Scope of Services: This estimate is based on the following: • Utilizing existing County base map data,aerial photos and random field work to prepare improvement plans based on the needed improvements listed below. ENGINEERING SERVICES. TASK 01 PROJECT MEETINGS AND CONSULTATION Attend meetings with Client and/or agencies as required to review and coordinate project progress. Coordinate project through planning. TASK 02 PROJECT MANAGEMENT AND COORDINATION " Provide general project management and administration for this phase of project development. Monitor,coordinate,and communicate project progress between Client, Consultant and Agencies.Coordinate project through planning. TASK 03 RESEARCH AND INVESTIGATION Conduct research and investigation of existing and probable constraints and opportunities affecting the project. TASK 04 STREET IMPROVEMENT PLANS Prepare street improvement plans based on the existing conditions. Plans will be horizontal line drawings only,any vertical data will be shown in details. Show work needed based on the preliminary scope below. Plans will also include traffic contrl plans, sign and striping, Plans will be based on client input,City standards and site restrictions, in compliance with the requirements and guidelines of the City. PRELIMINARY SCOPE OF WORK(per site visit notes.) 1. Hallmark Ave: Overall Street was in good condition. • Repair inlet at 4595 Hallmark • Slurry Seal/Stripe the whole street or just specific areas. • Street needs weed abatement.LMD not looking very well. • Patches need to be sealed 2. University Ave: • Medians nee some work • Several areas are crazing/breaking up. • Roots from Pine trees are lifting up the bike lane. Several areas. • Intersection of University&College.Very bad. • Intersection of Kendall&University.Look need repair. Grind/Overlay • Dangerous condition at Flood Control Head wall.Need fencing and diversion fence. • Several trees are dying.Need to be removed. 3. North Park: Overall ok.But Entire Street to receive Slurry Seal. • Some Grind and Overlay. • University park/North Park. Grind/Overlay 4. College:Entire street is a Grind/Overlay • Some Curb and Gutter replacement. Sidewalk replacement Joseph E.Bonadiman&Associates,Inc. City of S.B.RD.A.—Street Improvements around University June 23,2011 Page 3 5. State Street: Entire street is a Grind/Overlay • Some curb replacement. • Some Sidewalk replacement All streets.Assess if Handicap Access needs to be included in scope of work. TASK 05 BID ASSISTANCE Provide personell to assist with the bid phase of the project. Constructability review,pre- bid services,answer RFIs and pre-construction meeting. TASK 06 CONSTRUCTION PHASE ASSISTANCE Provide engineer to visit site and answer contractor questions during construction phase. TASK 07 CONSTRUCTION STAKING Provide survey crew to set nails at 100 foot stations along the centerlines of the streets. If there is a median points will be set along the existing curbs. TASK 08 GEOTECHNICAL Hilltop Geotechnical will provide as-needed compaction testing during construction phase. EXHIBIT "B" SCHEDULE OF FEES ENGINEERING SERVICES Task 01 -Project Meetings and Consultation $3,200 Task 02-Project Management&Coordination $3,100 Task 03 -Research and Investigation $1,600 Task 04—Update Street Improvement Plans $29,100 Task 05—Bid Assistance $3,200 Task 06—Construction Phase Assistance $2,200 Task 07—Construction Staking $4,600 Task 08—Geotechnical $14,200 TOTAL. ..$61,200 C:\DOCUME—1\ed\LOCALS—I\Temp\BCL Technologies\casyPDF 5\@BCL@200990D3\@BCL@200990D3.doc Joseph E.Bonadiman&Associates,Inc. EXHIBIT "B" SUPERVISORY STAFF PERSONNEL Agency y taff. Redevelopment Agency of the City of San Bernardino Attention: Brian Turnbull, Project Manager 201 North "E" Street, Suite 301 San Bernardino, CA 92401 Business: (909) 663-1044 Fax: (909) 888-9413 i I I -9- P:',AgendaslAgenda Attachments\Agenda Attachments`Agnnls-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Sendces.doc 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) General Liability Insurance. The Consultant and each of its subcontractors shall maintain general liability insurance with limits of not less than $1,000,000 combined single limit per occurrence for all activities and actions of the Consultant and each of its subcontractors for those types of liabilities not otherwise covered in items (2), (3), or(4) below. (2) Automobile Insurance. The Consultant and each of its subcontractors shall maintain comprehensive automobile liability insurance of not less than $1,000,000 combined single limit per occurrence for each vehicle leased or owned by the Consultant or its subcontractors and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its subcontractors shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or subcontractor'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 $1,000,000. 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) calendar days prior written notice to the Agency. -10- P:'Agendas`.Agenda Attachments�Agenda Attachments`Agrmts-Amend 201 110-05.11 Joseph Bonadiman-Agreement for Professional Semces.doc REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES JOSEPH E. BONADIMAN AND ASSOCIATES,INC. This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into as of July 5, 2011 by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic, and Joseph E. Bonadiman and Associates, Inc., a California corporation(the "Consultant"). NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit `B" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or subconsultants 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 "A" 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 $61,200 for completion of the services described in the Scope of Services set forth in Exhibit "A". Consultant compensation shall be paid pursuant to the hourly rates described in Scope of Services, Exhibit"A". 1 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc B. The compensation designated in subsection 4A. 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 and payable by Task or identified as the Scope of Services upon the successful completion of such Task. The Consultant shall be paid an amount not to exceed the amount stipulated in the Scope of Services for the Tasks designated Task 1-4. The Total Fee shall include, but not be limited to, the salaries of all subcontractors 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: Brian Turnbull, 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 subconsultants 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) calendar days of 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 5 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, protect 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, court 2 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc costs and attorneys' fees, for injury or damage of any type claimed as a result of the acts or omissions of the Consultant, its officers, employees, subcontractors, representatives and/or agents, arising from or related to 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 set forth in the Scope of Services shall be the sole property of the Agency, as of the time of their preparation and payment therefor by the Agency, and shall be delivered to the Agency upon written request 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. The Consultant shall execute, acknowledge and perform any and all acts which shall reasonably be 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 available to any person or entity, public or private,without the prior written consent of the Agency. 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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 parry 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. 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 transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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: Joseph E. Bonadiman and Associates, Inc. Attention: Michael J. Bonadiman 234 North Arrowhead Avenue San Bernardino, California 92408 Phone: (909) 885-3806 Fax: (909) 381-1721 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: 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, as amended from time to time. The Consultant shall maintain all necessary licenses 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 SUBCONTRACTOR 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 subcontractors shall at any time or in any manner represent that it or any of its employees, agents or representatives 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 subcontractors to perform any item of work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all subcontractor liens. 5 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc 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 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 its individual member entities, at the time of execution of this Agreement. 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 its individual member entities. Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and any corporation, limited liability company, partnership, individual persons or any other 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc party or parties comprising the Consultant, together with each subcontractor 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 "A" or any similar or related services. The Agency may, during the term of this Agreement, contract 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 AND LIMITATION OF LIABILITY. The Agency and the 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 relating to special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of contract,tort, strict liability or otherwise of the Consultant and the Agency,their employees, agents, representatives and/or subconsultants. 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. [SIGNATURES ON FOLLOWING PAGE] 7 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc MM... Mmwb.. 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: �r V-1, I'u Agency Counsel CONSULTANT Joseph E. Bonadiman and Associates, Inc., a California corporation Dated: By: Name: Title: Dated: By: Name: Title: 8 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05-11 Joseph Bonadiman-Agreement for Professional Services.doc City of S.B.KD.A.—Street Improvements around University June 23,2011 Page 2 EXHIBIT "A" SCOPE OF SERVICES I. Consultant agrees to perform the following Scope of Services: This estimate is based on the following: • Utilizing existing County base map data,aerial photos and random field work to prepare improvement plans based on the needed improvements listed below. ENGINEERING SERVICES: TASK 01 PROJECT MEETINGS AND CONSULTATION Attend meetings with Client and/or agencies as required to review and coordinate project progress. Coordinate project through planning. TASK 02 PROJECT MANAGEMENT AND COORDINATION Provide general project management and administration for this phase of project development. Monitor,coordinate,and communicate project progress between Client, Consultant and Agencies.Coordinate project through planning. TASK 03 RESEARCH AND INVESTIGATION Conduct research and investigation of existing and probable constraints and opportunities affecting the project. TASK 04 STREET IMPROVEMENT PLANS Prepare street improvement plans based on the existing conditions. Plans will be horizontal line drawings only,any vertical data will be shown in details. Show work needed based on the preliminary scope below. Plans will also include traffic contrl plans, sign and striping, Plans will be based on client input,City standards and site restrictions, in compliance with the requirements and guidelines of the City. PRELIMINARY SCOPE OF WORK(per site visit notes.) I. Hallmark Ave: Overall Street was in good condition. • Repair inlet at 4595 Hallmark • Slurry Seal/Stripe the whole street or just specific areas. • Street needs weed abatement.LMD not looking very well. • Patches need to be sealed 2. University Ave: • Medians nee some work • Several areas are crazing/breaking up. • Roots from Pine trees are lifting up the bike lane. Several areas. • Intersection of University&College.Very bad. • Intersection of Kendall&University.Look need repair.Grind/Overlay • Dangerous condition at Flood Control Head wall.Need fencing and diversion fence. • Several trees are dying.Need to be removed. 3. North Park: Overall ok.But Entire Street to receive Slurry Seal. • Some Grind and Overlay. • University park/North Park.Grind/Overlay 4. College: Entire street is a Grind/Overlay • Some Curb and Gutter replacement. Sidewalk replacement Joseph E.Bonadiman&Associates,Inc. City of S.B.RD.A.—Street Improvements around University June 23,2011 Page 3 5. State Street:Entire street is a Grind/Overlay • Some curb replacement. • Some Sidewalk replacement All streets.Assess if Handicap Access needs to be included in scope of work. TASK 05 BID ASSISTANCE Provide personell to assist with the bid phase of the project. Constructability review,pre- bid services,answer RFIs and pre-construction meeting. TASK 06 CONSTRUCTION PHASE ASSISTANCE Provide engineer to visit site and answer contractor questions during construction phase. TASK 07 CONSTRUCTION STAKING Provide survey crew to set nails at 100 foot stations along the centerlines of the streets. If there is a median points will be set along the existing curbs. TASK 08 GEOTECHNICAL Hilltop Geotechnical will provide as-needed compaction testing during construction phase. EXHIBIT "B" SCHEDULE OF FEES ENGINEERING SERVICES Task 01 -Project Meetings and Consultation $3,200 Task 02-Project Management&Coordination $3,100 Task 03 -Research and Investigation $1,600 Task 04—Update Street Improvement Plans $29,100 Task 05—Bid Assistance $3,200 Task 06—Construction Phase Assistance $2,200 Task 07—Construction Staking $4,600 Task 08—Geotechnical $14,200 TOTAL ........................................................................$61,200 C:\DOCUME—I\ed\LOCALS—I\Temp\BCL Technologies\easyPDF 5\@BCL @200990D3\@BCL@200990D3.doc Joseph E.Bonadiman&Associates,Inc. EXHIBIT "B" SUPERVISORY STAFF PERSONNEL Agency Staff: Redevelopment Agency of the City of San Bernardino Attention: Brian Turnbull, Project Manager 201 North "E" Street, Suite 301 San Bernardino, CA 92401 Business: (909) 663-1044 Fax: (909) 888-9413 -9- P:\Agendas\Agenda Attachments\Agenda Attachments`Agnnts-Amend 201 V07-05-11 Joseph Bonadiman-Agreement for Professional Sen ices.doc 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) General Liability Insurance. The Consultant and each of its subcontractors shall maintain general liability insurance with limits of not less than $1,000,000 combined single limit per occurrence for all activities and actions of the Consultant and each of its subcontractors for those types of liabilities not otherwise covered in items (2), (3), or(4)below. (2) Automobile Insurance. The Consultant and each of its subcontractors shall maintain comprehensive automobile liability insurance of not less than $1,000,000 combined single limit per occurrence for each vehicle leased or owned by the Consultant or its subcontractors and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its subcontractors shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or subcontractor'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 $1,000,000. 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) calendar days prior written notice to the Agency. -10- P:Wgendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\07-05.11 Joseph Bonadiman-Agreement for Professional Services.doc