HomeMy WebLinkAboutAGENDA REPORT 2020 0513 SPC CC ITEM 10CCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of May 13, 2020
ACTION Approved staff recommendation.
BY B.Garza.
C. Consider Request for Proposals for Arroyo Drive Design Services. Staff
Recommendation: Approve the Request for Proposals subject to final language
approval of the City Manager and authorize staff to advertise for proposals.
(Staff: Sean Corrigan)
Item: 10.C.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Sean Corrigan, City Engineer/Public Works Director
DATE: 05/13/2020 Special Meeting
SUBJECT: Consider Request for Proposals for Arroyo Drive Design Services
BACKGROUND
Two capital projects approved by the City Council call for pavement, bicycle and
pedestrian improvements on Arroyo and Collins Drives between the western boundary
of Simi Valley and the intersection of Collins Drive and Campus Park Drive. Staff has
consolidated the projects into two phases based on the complexity of the work and any
requirements from other agencies that may add significant cost or time. Those projects
are:
C0035 Arroyo Drive Overlay Project
C0037 Arroyo Drive Bike/Ped Project
DISCUSSION
Phase 1 will improve Arroyo Drive between the boundary and the railroad by resurfacing
the road, and adding bike lanes and sidewalk. Although studies in 2004 and 2014
concluded that stop signs or signals were not warranted at the mobile home park
driveway, staff is including a requirement for a new analysis in the design. This work is
locally funded and within the City’s control.
Phase 2 will improve the remainder of Arroyo Drive to the eastbound Collins Drive
ramps and then north on Collins Drive to the intersection of Campus Park Drive,
including bicycle and pedestrian improvements, signal improvements and some
resurfacing. Phase 2 funding received to date will only be sufficient to cover design and
environmental analysis. The work will require coordination and approvals with
Metrolink/Union Pacific/Public Utility Commission, the Ventura County Watershed
Protection District, and Caltrans because Phase 2 is largely in other agencies’ rights of
way.
Item: 10.C.
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Staff contemplates that the Phase 1 design will take approximately180 business days
following the award of contract, and including a final presentation of the design to
Council; bidding and construction would follow immediately thereafter. The timeline for
Phase 2 has not been established yet because of the required coordination with several
agencies. Future Phase 2 improvements will require new funding for construction.
The RFP’s tentative schedule is:
5/13: Receive City Council approval to solicit proposals
5/14: Release RFP
5/22: Pre-Proposal Meeting
6/12: Proposals Due to Public Works Office
7/15: Present Recommendation to Award to City Council
FISCAL IMPACT
There is sufficient funding available in the current adopted budget for Projects C0035
and C0037 Phase 1 advertising and design expenses. Staff will bring back to Council
any necessary budget amendments along with the recommendation to award the
design contract.
COUNCIL GOAL COMPLIANCE
This action is consistent with City Council Strategy 2, Goal 2, Objective 2 (2.2.2):
Determine feasibility of constructing a sidewalk on Arroyo Drive from Collins Drive to
east City limits, and in conjunction with City of Simi Valley and County of Ventura,
pedestrian and bike connections between Collins Drive and Madera Road by
December 31, 2019, with sidewalk adjacent to Villa del Arroyo Mobile Home Park to be
constructed by March 31, 2020.
STAFF RECOMMENDATION
Approve the Request for Proposals subject to final language approval of the City
Manager and authorize staff to advertise for proposals.
Attachment: Arroyo Drive Design Services RFP
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CITY OF MOORPARK
Request for Proposals
Design Services
Project C0035 - Overlay of Arroyo Drive
and
Project C0037 (Partial) – Arroyo Drive Bike/Ped
Issue Date: May 14, 2020
Proposal Due Date: June 12, 2020 at 3:00 pm
City Engineer/Public Works Department
799 Moorpark Avenue, Moorpark, California 93021
Attention: Sean Corrigan, P.E. City Engineer/PW Director
ATTACHMENT
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NOTICE OF A REQUEST FOR PROPOSALS FOR
Design Services
Project C0035 - Overlay of Arroyo Drive
and
Project C0037 (Partial) – Arroyo Drive Bike/Ped
The City of Moorpark is requesting design proposals. Proposals must be received by
3:00 p.m. on June 12, 2020 at: City of Moorpark, City Engineer/Public Works
Department, 799 Moorpark Avenue, Moorpark, CA 93021 (Attn: Sean Corrigan, P.E,
City Engineer/Public Works Director.
Phase 1 - The project will utilize local funds for the first phase of work – designing the
resurfacing of Arroyo Drive between the western boundary of Simi Valley and the rail
road right of way, bike lanes in both directions and sidewalk on the south side. The
Phase 1 scope is approximately 4,100 centerline feet. Phase 1 will also include survey
of both the Phase 1 scope of work and the Phase 2 scope of work; - between the
railroad and crossing Ventura County Watershed and Caltrans rights of way on Arroyo
Drive and Caltrans right of way on Collins Drive to the end of both Phases of the work at
the intersection of Collins Drive. Phase 1 will also include a warrant analysis for
possible traffic control devices at the T intersection of the Villa del Arroyo Mobile Home
Park driveway at Arroyo Drive.
Phase 2 - The project will use local funds and may use other sources of funding
including federal funds for the second phase of the work – designing sidewalk, bike
lanes, signal modification for bicycles and pedestrians at Collins Drive signals and some
pavement resurfacing. The Phase 2 scope is approximately 2,700 centerline feet.
Therefore the City will require that both Phase 1 and 2 work conform to the Caltrans’
Local Assistance Procedures Manual. The successful Proposer will be required to
demonstrate experience working on federally funded projects and compliance with all
federal-aid requirements. The City envisions that the Phase 1 work will be completed
successfully and hopes to be able to obtain a proposal and award the Phase 2 work to
the same consulting engineering firm.
The Technical Proposal and Cost Proposal for Phase 1 must be submitted in separate,
sealed envelopes, clearly identified, and marked:
“Proposal for Design Services”
Project C0035 - Overlay of Arroyo Drive
and
Project C0037 (Partial) – Arroyo Drive Bike/Ped
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The consultant’s cost proposal shall be submitted in a separate sealed envelope from
the submittal documents and clearly marked
“Cost Proposal”
A pre-proposal meeting will be held on May 22, 2020 at 2:00 p.m. at the Development
Services conference room located at Moorpark City Hall, 799 Moorpark Avenue,
Moorpark, CA 93021, if and only if City Hall opens to the public. It will also be
simultaneously conducted on Zoom. If you desire to receive a Zoom invitation, please
contact the undersigned. A site visit will not be a part of this meeting; however,
proposers are encouraged to perform their own site evaluations.
Any inquiries regarding this RFP should be directed to Sean Corrigan, P.E., City
Engineer/Public Works Director, at scorrigan@moorparkca.gov.
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1.0 Federal Funding Requirements
Prospective proposers should refer to Caltrans’ Local Assistance Procedures Manual
for information regarding projects with federal-aid requirements.
The selected consultant will be required to comply with all applicable federal-aid
requirements including prevailing wage and Disadvantaged Business Enterprise (DBE)
provisions.
DBE Participation
The provisions of 49 Code of Federal Regulations (CFR), Part 26 require that a local
agency receiving federal-aid funds complies with the DBE program and that DBE firms
have the opportunity to participate in the project. The consultant shall ensure that
certified DBE firms have the opportunity to participate in the performance of the contract
and shall take all necessary and reasonable steps for such assurance.
Architectural and Engineering Contract Audit and Review Process
This architectural and engineering consultant agreement may be subject to a
Caltrans/Federal Highway Administration (FHWA) audit review that is in conjunction, or
independent, of the construction contract Caltrans/FHWA audit.
2.0 Proposal Requirements
A. Design Proposal
1. Cover Letter: This letter should introduce your firm and team and should be
limited to two (2) pages.
2. Statement of Qualifications: Include a statement of your firm’s qualifications to
perform the required services associated with this project. The statement should
include information describing three (3) other projects of a similar size and
complexity completed within the past three (3) years. These projects should
highlight experience on a federal-aid project for a local government agency.
Provide client contact personnel and telephone numbers for each project.
Similar material should be provided for each sub-consultant participating in the
project.
3. Organization and Staffing: Include an organizational chart showing your firm’s
project management team and their organizational relationship. The
organizational chart must identify the project’s primary point of contact/project
manager and individual team member’s “level of effort” for the project. The City
requires that the Project Manager be responsible for this project as long as they
are employed by the firm. Provide resumes for the project team including a
resume for the Project Manager for each sub-consultant. Each resume should
be no more than one (1) page in length and include a brief description of
qualifications and experience directly related to the type of services required by
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this project. If a sub-consultant’s work or service exceeds $25,000, the sub-
consultant will be required to adhere to the same federal regulations as the prime
consultant. For staff members testing material, provide a copy of their testing
certification(s).
Additionally, provide the consultant’s project manager, deputy project manager,
individual(s) authorized to negotiate the contact, and finance/accounting staff
members to ensure that consultant has an adequate financial management and
accounting system as required by 48 CFR Part 16.301-3, 49 CFR Part 18, and
48 CFR Part 31.
4. Scope of Work: Provide a scope of work and tasks with a detailed description
of services to be performed, as required by the project and as outlined in this
RFP. The detailed tasks and workflow should describe how the required work is
to be accomplished. Said scope of work should include tasks for review of work
products and deliverables by City staff. Effort should be made to keep the length
of this section to under three (3) pages.
5. Person Hours by Task: Provide a table which shows your planned person
hours by classification and task for all work you plan to perform.
6. Project Schedule: Provide a Gantt chart that shows the planned starting time
and duration of each task in your scope of work.
B. Cost Proposal: TO BE PROVIDED IN A SEPARATE SEALED ENVELOPE.
1. Cover Letter: This letter should point out any conditions which could affect your
firm’s costs.
2. Cost of Services: Provide a table that shows your firm’s cost of service listed by
task. The table shall show all planned hours and fees to provide the required
services by personnel classification. Include all direct and indirect costs, sub-
consultant fees, proposed additional scope items, etc. The method of payment
to Consultant will be “Specific Rate of Compensation.
3. Hourly Rates by Classification: Provide a listing of your firm’s hourly rates by
classification as well as other cost factors which you would need to price extra
work.
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3.0 Proposal Evaluation and Consultant Selection
The City will review and evaluate all proposals received using the following criteria:
• Overall experience of the firm working on projects of a similar nature;
• Background and experience of the individuals that will work on the project; and
• Description and understanding of the project and federal funding requirements.
Based on the review of all proposals, the City will select a firm to provide the required
services. The City is not bound to select any of the firms submitting proposals, can
waive irregularities in proposals and their submittal which are advantageous to the City,
and is not liable for any costs associated with the preparation of proposals or
presentations to the City. The City shall reserve the ability to interview consultants and
may also enter into negotiations regarding the work plan, schedule, products to be
delivered, wage rates, personnel, cost and fees. Any disputes shall be resolved in
accordance to 49 CFR 18.36(b)(12).
4.0 Project Schedule
The anticipated schedule for completion of the Phase 1 work is 180 days, including
three (3) progress meetings and a presentation to City Council.
5.0 General Information
• The City reserves the right to reject any and all submittals.
• The Consultant shall provide the City with any exceptions, additions, or
suggestions that will aide in the selection process.
• The proposal and this RFP shall jointly become part of the Agreement for
Professional Services for this project when said agreement is fully executed by
the Consultant and City. A sample copy of the City’s Professional Services
Agreement is attached to this RFP. Particular attention is necessary for
compliance with the City Insurance and Indemnification requirements.
• Consultant is obligated to provide satisfactory evidence of insurance.
• Consultant will maintain required professional licenses and registration during the
life of the contract with the City.
• Consultant shall obtain a City of Moorpark Business Registration prior to
commencing any work.
• Subcontractors/subconsultants (subcontractors): The Proposer may utilize the
services of subcontractors on those parts of the work which, under normal
contracting practices, are performed by specialty subcontractors. Unless a
specific subcontractor is listed by the Proposer, Proposer is representing to City
that Proposer has all appropriate licenses, certifications, and registrations to
perform the work hereunder.
After submission of the proposal, the Proposer shall not award work to any
unlisted subconsultant without prior written approval of the City. The proposer
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shall be fully responsible to the City for the performance of his/her
subcontractors, and of persons either directly or indirectly employed by them.
Nothing contained herein shall create any contractual relation between any
subcontractor and the City.
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SAMPLE AGREEMENT
DESIGN PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MOORPARK AND ____________________
FOR ______________________________
THIS AGREEMENT, made and effective as of this day of ,
202 , between the City of Moorpark, a municipal corporation (“City”) and ,
a (“Consultant”). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
WHEREAS, City has the need for services; 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 dated ,
which is attached hereto as Exhibit .
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 , 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 services, as set forth in Exhibit .
In the event there is a conflict between the provisions of Exhibit and this Agreement,
the language contained in this Agreement shall take precedence.
Consultant shall perform the tasks described and set forth in Exhibit .
Consultant shall complete the tasks according to the schedule of performance which is
also set forth in Exhibit .
Compensation for the services to be performed by Consultant shall be in
accordance with . Compensation shall not exceed the rates or total
contract value of dollars ($ . ) as stated in ,
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.
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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 , 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 , based
upon actual time spent on the above tasks. This amount shall not exceed dollars
($ ) 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.
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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 ( ) 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
If the Consultant fails to complete the work, or any portion thereof, within the time
period required by this Agreement, or as duly extended in writing by the City Manager,
Consultant shall forfeit and pay to the City, as liquidated damages, the sum of dollars
($ ) per day for each calendar day the work, or portion thereof, remains uncompleted
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after the above specified completion date. Liquidated damages shall be deducted from
any payments due or to become due to the Consultant under the terms of this
Agreement. Progress payments made by the City after the above specified completion
date shall not constitute a waiver of liquidated damages by the City.
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
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 books and records; shall give the City the right to examine and audit said books
and 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 ( ) years after receipt of final payment.
Upon completion of, 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
Indemnification and Defense for Design Professional, as defined in California
Civil Code Section 2782.8: To the fullest extent permitted by law, Consultant shall
indemnify, defend and hold harmless City and any and all of its officials, employees and
agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities,
damages, costs and expenses, including attorney’s fees and costs, to the extent they
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of
the Consultant. Consultant’s duty to defend shall consist of reimbursement of defense
costs incurred by City in direct proportion to the Consultant’s proportionate percentage
of fault. Consultant’s percentage of fault shall be determined, as applicable, by a court
of law, jury or arbitrator. In the event any loss, liability or damage is incurred by way of
settlement or resolution without a court, jury or arbitrator having made a determination
of the Consultant’s percentage of fault, the parties agree to mediation with a third party
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neutral to determine the Consultant’s proportionate percentage of fault for purposes of
determining the amount of indemnity and defense cost reimbursement owed to the City.
For all other liabilities: Notwithstanding the foregoing and without diminishing any
rights of City in the preceding paragraph in Section 10, for any liability, claim, demand,
allegation against City arising out of, related to, or pertaining to any act or omission of
Consultant, but which is not a design professional service, Consultant shall defend,
indemnify, and hold harmless City, its officials, employees, and agents (“Indemnified
Parties”) from and against any and all damages, costs, expenses (including reasonable
attorney fees and expert witness fees), judgments, settlements, and/or arbitration
awards, whether for personal or bodily injury, property damage, or economic injury, and
arising out of, related to, any concurrent or contributory negligence on the part of the
City, except for the sole or active negligence of, or willful misconduct of the City.
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 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
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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.
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.
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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.
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 Ave.
Moorpark, CA 93021
To:
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
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receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
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
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solely upon the representations set forth herein and upon each party’s own independent
investigation of any and all facts such party deems material.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK
__________________________________ By:
Troy Brown, City Manager (Name) (Title)
Attest:
__________________________________
Ky Spangler, City Clerk
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Exhibit A
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and 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.
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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 Consultant 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.
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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
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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.
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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.
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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: $ ____________
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.
Consultant Name
Signature, Title Date
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