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HomeMy WebLinkAboutAGENDA REPORT 2020 0115 REG CCSA ITEM 09D (for Granicus) MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Karen Vaughn, Community Development Director BY: Douglas Spondello, Planning Manager DATE: 01/15/2020 Regular Meeting SUBJECT: Consider Award of Agreement to PlaceWorks, Inc. for the Preparation of a Comprehensive Update to the General Plan and Associated Program Environmental Impact Report and a Resolution Amending the Fiscal Year (FY) 2019/20 Budget to Appropriate $1,069,812 from Endowment Fund (2018) to Fully Fund the Project SUMMARY Staff has evaluated the responses to a Request for Proposals (RFP) for a comprehensive update to the General Plan and associated Program Environmental Impact Report (EIR) and identified PlaceWorks, Inc. (PlaceWorks) as the preferred vendor. Staff is requesting that the Council authorize the award of the Agreement (Attachment 1) and adopt a resolution (Attachment 2) approving a budget appropriation of $1,069,812 from the Endowment Fund (2018) for this project. BACKGROUND The General Plan serves as the principal policy document for guiding community growth and the provision of public services. The Plan is defined by specific community priorities and values that are identified during the public outreach process. The General Plan will typically encompass a 20-year planning period. The General Plan is organized into elements (chapters), such as land use, circulation, housing, conservation, etc. Each element details the existing context and future planning strategy for that particular topic. Major topics, such as the provision of housing, may be discussed across multiple elements. The General Plan must be comprehensive and internally consistent in order for these elements to work together to successfully implement the vision for the City. Once adopted, the General Plan provides the high-level guidance that set the goals and priorities for individual implementing plans, including the zoning code, specific plans, the climate action plan, arts master plan, capital improvement projects, etc. Item: 9.D. 182 Honorable City Council 01/15/2020 Regular Meeting Page 2 State law requires that certain elements of the General Plan must be updated on a regular basis (i.e. the Housing Element must be updated every eight years). Other elements are left to the discretion of the City. Moorpark’s Housing Element was last updated in 2014. On average, the remaining elements (Land Use, Circulation, Noise, Open Space, Conservation, Recreation, and Safety) are 25 years old. The typical lifespan for a General Plan is 20 years. Once past the half-way point (10 years), certain sections may become stale, laws may have changed, underlying assumptions may be outdated, and the vision may need to be realigned with reality. The elements of the City’s current General Plan have been prepared as individual, stand-alone documents and these elements no longer maintain internal consistency. On March 20, 2019, Community Development Department staff provided the City Council with an annual report regarding the implementation of the General Plan and implementation progress of the City’s Housing Element. At this meeting, the Council directed staff to initiate a comprehensive update to the General Plan that would engage the community, identify policies and goals for the City, and result in a cohesive strategic plan to implement these initiatives during the 20-year planning period. A very specific technical expertise is required to prepare a comprehensive update to the General Plan and EIR, as well as detailed knowledge regarding a wide range of contemporary legislation and planning topics. DISCUSSION The FY 2019/20 budget allocated $50,000 for the update to the General Plan and EIR. On September 4, 2019, the City Council directed Staff to release an RFP for this project and approved a budget amendment to provide an additional $450,000 as an initial deposit. Staff released the RFP on September 25, 2019, and potential consultants were able to submit proposals until November 12, 2019. Staff received proposal from three firms: PlaceWorks, Mintier Harnish, and Rangwala Associates. Staff reviewed and ranked these proposals using the following scoring criteria included in the RFP: CRITERIA MAXIMUM SCORE Understanding of the project purpose and objective. 20 Familiarity with the project area and the type of issues that may be relevant to the project and environmental review. 10 Approach to be followed and the tasks to be performed, including detailed steps, resources identified, and proposed project schedule. 25 Prior experience of the firm and consultant staff in drafting General Plans, performing community outreach and engagement efforts, complex environmental analysis and reporting, and knowledge of related California State laws. 25 Quality and experience of the firm and consultant staff assigned to the project. 20 TOTAL 100 183 Honorable City Council 01/15/2020 Regular Meeting Page 3 Based upon the initial scoring, staff recommended an interview with two qualified firms, PlaceWorks and Mintier Harnish. On December 6, 2019, an interview panel consisting of Mayor Parvin, Planning Commission Chair Aquino, City Manager Brown, and Community Development Department staff conducted extensive, in-person interviews with the project teams for both PlaceWorks and Mintier Harnish. PlaceWork’s proposal and the interview with their project team demonstrated a superior and reliable understanding of the project and identified the resources, methods, and schedule to ensure the completion of the General Plan (see Attachment 3 – PlaceWorks Proposal to the City of Moorpark). As a result of the RFP process and subsequent discussions, staff is pleased to recommend award of the Agreement for the General Plan update to PlaceWorks. This firm and the specific team designated for the City’s General Plan are respected industry leaders. The proposal highlights an impressive range of experience with similar projects for the cities of Westminster, Corona, Temple City, South Pasadena, Thousand Oaks, Murrieta, Cudahy, Long Beach, and others. PlaceWorks also prepared the General Plan Guidelines that are hosted online by the Governor’s Office of Planning and Research which are revered as the gold standard for General Plans prepared within the State of California. The City’s RFP was written strategically and outlines the City’s main objectives for the Comprehensive General Plan Update and Program EIR. While the RFP suggested a series of tasks that may accomplish these objectives, it also provided firms with the flexibility to develop their own plans to most-effectively meet these objectives, based on their experience and best practices. PlaceWorks’ unique approach to this project will include a diverse and dynamic community outreach effort, complete updates to the individual elements of the General Plan, as well as a Program EIR that will fully evaluate potential environmental impacts presented by the City’s implementation of the General Plan. The Program EIR is also an important component to support staff efforts to streamline the development review process. PlaceWorks will work with the community to develop tools to ensure the implementation of the policies in the General Plan. A specific component of this will be an updated zoning ordinance, which PlaceWorks will prepare following the adoption of the General Plan. In this regard, the General Plan will remain a “living document” that communicates the goals and policies of the City, the strategies for implementing these goals, and look forward to new opportunities during the planning period once these goals are achieved. The General Plan and Program EIR will also assist the City in adapting to changing conditions and upcoming legislation within the region and State of California. 184 Honorable City Council 01/15/2020 Regular Meeting Page 4 PlaceWorks’ proposal identifies the following tasks for the Project: 1. Project Foundation, Initiation, and Preliminary Coordination 2. Existing Conditions Background Report 3. Public Outreach Strategy 4. A Framework for Planning: A Shared Vision for Moorpark’s Future 5. A Framework for Planning: Land Use Alternatives 6. Prepare Draft Comprehensive Plan 7. Program Environmental Impact Report 8. Public Hearings and Adoption 9. Adopted and Certified Documents 10. Zoning Code Update NEXT STEPS Following the approval of the agreement, staff will immediately engage with PlaceWorks and begin the initial coordination in support of the comprehensive update to the General Plan. The first public-facing task will be a Community Attitudes Survey that will be circulated between February and April, 2020. This project will evolve and continue through 2022, with numerous opportunities for input by the public and the City Council. FISCAL IMPACT PlaceWorks included a detailed cost estimate for the full scope of the project with their response to the RFP. The budget proposed for the comprehensive update to the General Plan, Program EIR, and associated tasks is $1,569,812. This amount represents a conservative approach and PlaceWorks’ proposal characterizes this as a “worst case scenario where possibly significant additional technical work may be necessary”. The actual costs may be less in the event that the full measure of time and services are not required. The FY 2019/20 Budget currently allocates $500,000 for contractual services related to the General Plan update. Staff is requesting that the City Council authorize a budget amendment of $1,069,812 from the Endowment Fund (2018) (Attachment 2) to provide the balance of funds required to complete the project. As of January 2, 2020, the balance of the Endowment Fund (2018) is $9,526,114. Staff has aggressively pursued grants available for the General Plan to supplement the project and minimize costs to the City. On December 12, 2019, the City was awarded a $160,000 grant by the State Department of Housing and Community Development’s Senate Bill 2 (SB-2) program for completion of the General Plan Housing and Land Use Elements. The State will distribute these funds on an ongoing basis to reimburse expenses that the City incurs related to the Housing and Land Use Elements. Staff is also preparing an application to the California Resilience Challenge (CRC) for a $200,000 grant for studies, community meetings, and other work related to the General 185 Honorable City Council 01/15/2020 Regular Meeting Page 5 Plan Safety Element and Environmental Impact Report. The CRC grant application will be presented to the City Council at a future meeting in February. The following table outlines the existing budget, amendment request, and potential cost offsets provided by the grant award: FUNDING Existing FY2019/20 Budget $500,000 Proposed Endowment Fund Request (2018) $1,069,812 TOTAL FUNDING $1,569,812 AWARDED GRANT FUNDING SB-2 Grant $160,000 (reimbursable) COUNCIL GOAL COMPLIANCE This action is directly consistent with City Council Strategy 1, Goal 3, Objective 2 (1.3.2): Prepare a comprehensive update of Land Use, OSCAR, and Circulation Elements including environmental documentation, and ensure internal consistency among all General Plan Elements. Consider creation of a Natural Open Space land use designation and the City’s vision for land within the City’s Area of Interest as part of the Land Use Element. Present Land Use Element to the City Council by January 31, 2022, and present the Circulation Element including possible designation of Moorpark Avenue (SR 23) between Casey Road and Los Angeles Avenue (SR 118) as an arterial street to the City Council by October 31, 2022. Present OSCAR Element including a Trails Master Plan to City Council by June 30, 2022. Upon adoption of any General Plan Amendments, prepare necessary changes to the Zoning Ordinance to ensure conformity and consistency with the General Plan. STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED) 1. Approve agreement with PlaceWorks, Inc. for the preparation of a comprehensive update to the General Plan and associated Program Environmental Impact Report, subject to final language approval of the City Manager; and 2. Adopt Resolution No. 2020-____ to amend the FY 2019/20 budget to fund the preparation of a comprehensive update to the General Plan. Attachment 1: Agreement with PlaceWorks, Inc. Attachment 2: Draft Resolution No. 2020-___ Attachment 3: PlaceWorks Proposal to the City of Moorpark 186 AGREEMENT BETWEEN THE CITY OF MOORPARK AND PLACEWORKS, INC. FOR DEVELOPMENT OF A COMPREHENSIVE UPDATE TO THE GENERAL PLAN AND ASSOCIATED PROGRAM ENVIRONMENTAL IMPACT REPORT THIS AGREEMENT, made and effective as of this __ day of _____ 2020, between the City of Moorpark, a municipal corporation (“City”), and PlaceWorks, Inc. (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City has the need for development of a comprehensive update to the City’s General Plan and associated Program Environmental Impact Report to guide the City’s long-range planning efforts; and WHEREAS, Consultant specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Consultant has submitted to City a Proposal on November 12, 2019, which is attached hereto as Exhibit C. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of execution to completion of the work identified in the Scope of Services and in conformance with Exhibit C, unless this Agreement is terminated or suspended pursuant to this Agreement. 2. SCOPE OF SERVICES City does hereby retain Consultant, as an independent contractor, in a contractual capacity to provide the necessary services, as set forth in Exhibit C. In the event there is a conflict between the provisions of Exhibit C and this Agreement, the language contained in this Agreement shall take precedence. Consultant shall perform the tasks described and set forth in Exhibit C. Consultant shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit C. Compensation for the services to be performed by Consultant shall be in accordance with Exhibit C. Compensation shall not exceed the rates or total contract value of one million five hundred sixty-nine thousand eight hundred twelve dollars ($1,569,812.00), as stated in Exhibit C without a written Amendment to the Agreement executed by both parties. Payment by City to Consultant shall be in accordance with the provisions of this Agreement. ATTACHMENT 1 187 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. MANAGEMENT The individual directly responsible for Consultant’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Consultant shall be Woodie Tescher, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Consultant and City, shall be the City Manager or the City Manager’s designee. 5. PAYMENT Taxpayer ID or Social Security numbers must be provided by Consultant on an IRS W -9 form before payments may be made by City to Consultant. The City agrees to pay Consultant monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, based upon actual time spent on the above tasks. This amount shall not exceed of one million five hundred sixty-nine thousand eight hundred twelve dollars ($1,569,812.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement, which are in addition to those set forth herein, unless such additional services and compensation are authorized, in advance, in a written amendment to this Agreement executed by both parties. The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Consultant shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager or the City Manager’s designee. If the City disputes any of Consultant’s fees or expenses, City shall give written notice to Consultant within thirty (30) days of receipt of any disputed fees set forth on the invoice. PlaceW orks, Inc. Page 2 of 17 188 6. TERMINATION OR SUSPENSION WITHOUT CAUSE The City may at any time, for any reason, with or without cause, suspend, or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement. The Consultant may terminate this Agreement only by providing City with written notice no less than thirty (30) days in advance of such termination. In the event this Agreement is terminated or suspended pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination or suspension, provided that the work performed is of value to the City. Upon termination or suspension of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City pursuant to this Agreement. 7. DEFAULT OF CONSULTANT The Consultant’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall not be considered a default. If the City Manager or his/her designee determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have seven (7) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. LIQUIDATED DAMAGES There are no liquidated damages under this Agreement. 9. OWNERSHIP OF DOCUMENTS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the PlaceW orks, Inc. Page 3 of 17 189 performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or the City’s designees at reasonable times to such records; shall give the City the right to examine and audit said records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 10. INDEMNIFICATION AND HOLD HARMLESS Indemnity for professional liability: When the law establishes a professional standard of care for Consultant’s Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsels’ fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. Indemnity for other than professional liability: Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City, and any and all of its officials, employees, and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsels’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or agency for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant. PlaceW orks, Inc. Page 4 of 17 190 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Consultant and shall survive the termination of this Agreement or this Section. City does not and shall not waive any rights that it may have against Consultant by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. 11. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full. 12. INDEPENDENT CONSULTANT Consultant is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant’s officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers or employees, or agents of the City except as set forth in this Agreement. Consultant shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. PlaceW orks, Inc. Page 5 of 17 191 13. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of local, state, and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act and Occupational Safety and Health Administration laws and regulations. The Consultant shall comply with and sign Exhibit B, the Scope of Work Requirement for Professional Services Agreements Compliance with California Government Code Section 7550, when applicable. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 14. ANTI DISCRIMINATION Neither the Consultant, nor any subconsultant under the Consultant, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status; or any other basis protected by applicable federal, state, or local law, except as provided in Section 12940 of the Government Code. Consultant shall have responsibility for compliance with this Section. 15. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms, or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Consultant, or any officer, employee, or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. PlaceW orks, Inc. Page 6 of 17 192 17. CONFLICT OF INTEREST Consultant covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of their services hereunder. Consultant further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the City and for a one (1) year time period following termination of this Agreement. 18. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 To: Keith McCann Chief Executive Officer PlaceWorks, Inc. 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. PlaceW orks, Inc. Page 7 of 17 193 19. CHANGE IN NAME Should a change be contemplated in the name or nature of the Consultant's legal entity, the Consultant shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 20. ASSIGNMENT Consultant shall not assign this Agreement or any of the rights, duties, or obligations hereunder. It is understood and acknowledged by the parties that Consultant is uniquely qualified to perform the services provided for in this Agreement. 21. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 22. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement, or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Consultant understand and agree that the laws of the state of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 23. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including attorneys’ fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 24. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. PlaceW orks, Inc. Page 8 of 17 194 25. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 26. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 27. PRECEDENCE In the event of conflict, the requirements of the City’s Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Consultant’s Proposal. 28. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 29. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 30. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of obligations hereunder. PlaceW orks, Inc. Page 9 of 17 195 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK __________________________________ Troy Brown, City Manager Attest: __________________________________ Ky Spangler, City Clerk PLACEWORKS, INC. __________________________________ Keith McCann, Chief Executive Officer PlaceW orks, Inc. Page 10 of 17 196 Exhibit A INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Consultant agrees to amend, supplement, or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to the City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant’s employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant and “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this Agreement. PlaceW orks, Inc. Page 11 of 17 197 Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Consultant, subconsultants, or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $2,000,000 aggregate. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and the City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037 with edition acceptable to the City. Consultant also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant’s employees, or agents, from waiving the right to subrogation prior to a loss. Consultant agrees to waive subrogation rights against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. PlaceW orks, Inc. Page 12 of 17 198 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by the City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to the City of any cancellation or reduction of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Consultant, provide the same minimum insurance required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Consultant’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Consultant, which may include reduction or elimination of the PlaceW orks, Inc. Page 13 of 17 199 deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant’s insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Consultant under this Agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. PlaceW orks, Inc. Page 14 of 17 200 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. PlaceW orks, Inc. Page 15 of 17 201 Exhibit B CITY OF MOORPARK Scope of Work Requirement for Professional Services Agreements Compliance with California Government Code Section 7550 Consultant shall sign and include this page in any document or written reports prepared by Consultant for the City of Moorpark (City) to which California Government Code Section 7550 (Government Code § 7550) applies. Government Code §7550 reads: “(a) Any document or written report prepared for or under the direction of a state or local agency, that is prepared in whole or in part by nonemployees of the agency, shall contain the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of the document or written report; if the total cost for the work performed by nonemployees of the agency exceeds five thousand dollars ($5,000). The contract and subcontract numbers and dollar amounts shall be contained in a separate section of the document or written report. (b) When multiple documents or written reports are the subject or product of the contract, the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports.” For all Professional Services Agreement with a total dollar value in excess of $5,000, a signed and completed copy of this form must be attached to all documents or completed reports submitted to the City pursuant to the Scope of Work. Does the dollar value of this Professional Services Agreement exceed $5,000?  Yes  No If yes, then the following information must be provided in compliance with Government Code § 7550: 1. Dollar amount of Agreement/Contract: $ 1,569,812.00 2. Dollar amount of Subcontract: $ ____________ 3. Does the total contract amount represent compensation for multiple documents or written reports?  Yes  No I have read the foregoing Code section and will comply with Government Code §7550. __________________________________ ______________________ Date Exhibit C PlaceW orks, Inc. Page 16 of 17 202 CITY OF MOORPARK Project Proposal, Scope of Services, Timeline, and Budget THIS ITEM IS INCLUDED IN THE CITY COUNCIL AGENDA PACKET, REFER TO ATTACHMENT 3 PlaceW orks, Inc. Page 17 of 17 203 RESOLUTION NO. 2020-____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, AMENDING THE FISCAL YEAR (FY) 2019/20 BUDGET BY APPROPRIATING $1,069,812 FROM THE ENDOWMENT FUND (2018) FOR THE COMPREHENSIVE GENERAL PLAN UPDATE AND ASSOCIATED PROGRAM ENVIRONMENTAL IMPACT REPORT WHEREAS, California Government Code Section 65300 requires that the City of Moorpark adopt a general plan for the physical development of the City and any land outside its boundaries which in the planning agency’s judgment bears relation to its planning; and WHEREAS, the General plan expresses the community’s development goals and embodies public policy relative to the distribution of future land uses over a 20-year planning horizon; and WHEREAS, more than 20 years have elapsed since a comprehensive update to the General Plan was prepared and the maintenance of a contemporary General Plan enables the strategic growth and development of the City and its operations; and WHEREAS, on March 20, 2019, Community Development Department staff provided the City Council with an annual report regarding the implementation of the General Plan and the Council directed staff to initiate a comprehensive update to the General Plan; and WHEREAS, the City Council further identified the completion of a comprehensive update to the General Plan as Objective 1.3.2 in the Mission Statement, Strategies, Goals, and Objectives for FY 2019/20 and 2020/21; and WHEREAS, the City is in need of professional and technical expertise to prepare the comprehensive update to the General Plan update in a timely manner and competed a Request for Proposals process in order to evaluate to solicit and evaluate firms to provide these services; and WHEREAS, on June 19, 2019, the City Council adopted the Operating and Capital Improvements Budget for FY 2019/20, which included an appropriation of $50,000 to the Planning Division’s Contractual Services Account (2018-161-00000- 51000) for the comprehensive update to the General Plan; and WHEREAS, on September 4, 2019, the City Council appropriated an additional $450,000 to the Planning Division’s Contractual Services Account (2018-161-00000- 51000) to provide an initial deposit for the comprehensive update to the General Plan; and ATTACHMENT 2 204 Resolution No. 2020-___ Page 2 WHEREAS, an additional budget amendment of $1,069,812 is desired to fully fund the comprehensive update to the General Plan update and associated Program Environmental Impact Report (EIR); and WHEREAS, Exhibit “A”, attached hereto and made a part hereof, describes said budget amendment and the resulting impact to the budget line item. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. A budget amendment in the amount of $1,069,812 from the Endowment Fund (2018), as more particularly described in Exhibit ”A”, attached hereto, is hereby approved. SECTION 2. Staff is authorized to distribute the Request for Proposals to solicit firms to prepare a comprehensive update to the City’s General Plan and associated Program EIR. SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 15th day of January, 2020. ________________________________ Janice S. Parvin, Mayor ATTEST: ___________________________________ Ky Spangler, City Clerk Exhibit A – Budget Amendment 205 Resolution No. 2020-___ Page 3 FUND BALANCE ALLOCATION: Fund-Account Number Amount 2018-000-00000-33990 1,069,812.00$ Total 1,069,812.00$ EXPENDITURE APPROPRIATION: Account Number Current Budget Revision Amended Budget 2018-161-00000-51000 500,000.00$ 1,069,812.00$ 1,569,812.00$ -$ -$ -$ -$ -$ -$ Total 500,000.00$ 1,069,812.00$ 1,569,812.00$ Endowment Fund EXHIBIT A BUDGET AMENDMENT FOR ENDOWMENT FUND (2018) FOR A COMPREHENSIVE UPDATE TO THE GENERAL PLAN FY 2019/20 Fund Title 206