HomeMy WebLinkAboutAGENDA REPORT 2024 0605 CCSA REG ITEM 10HCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of June 5, 2024
ACTION APPROVED STAFF
RECOMMENDATION.
BY A. Hurtado.
H. Consider a Three-Year Agreement with Hartzog & Crabill, Inc. for a Total Not-To-
Exceed Contract Amount of $50,000 for Traffic Engineering Services. Staff
Recommendation: Authorize the City Manager to sign the Agreement with Hartzog
& Crabill, Inc. in an amount not-to-exceed $50,000 for a three-year term expiring
June 30, 2027, subject to final language approval by the City Manager. (Staff: Dan
Kim, City Engineer/Public Works Director)
Item: 10.H.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Daniel Kim, City Engineer/Public Works Director
DATE: 06/05/2024 Regular Meeting
SUBJECT: Consider a Three Year Agreement with Hartzog & Crabill, Inc. for a
Total Not To Exceed Contract Amount of $50,000 for Traffic
Engineering Services
BACKGROUND
On June 2, 2021, the City Council authorized the City Manager to sign an Agreement
with a total not-to-exceed amount of $50,000 with Hartzog & Crabill, Inc. (Hartzog &
Crabill) for traffic engineering services. The 2021 Agreement was for a three-year term,
serving Fiscal Years 2021/22, 2022/23, 2023/24, and expiring on June 30, 2024.
Hartzog & Crabill has served as the City’s traffic engineering consultant for several
years and a new Agreement is needed to continue services for the upcoming fiscal year
and beyond.
DISCUSSION
The proposed, new Agreement for consideration will continue the task order model that
was established, from previous Agreements, to track and manage individual scope of
work and projects effectively. The new Agreement will have a total not-to-exceed
amount of $50,000 for the next three-year term: Fiscal Years 2024/25, 2025/26, and
2026/27. The primary task to be assigned to Hartzog & Crabill will be for the
monitoring, adjusting, and maintenance of traffic signal timing for all City-owned traffic
signals. This work also includes coordination with the City’s traffic signal maintenance
contractor, Caltrans, Metrolink, and utility companies.
The projected, annual traffic signal timing maintenance cost is estimated to be $15,000
per year, or $45,000 for the entire three-year term through June 30, 2027. The balance
Item: 10.H.
357
Honorable City Council
06/05/2024 Regular Meeting
Page 2
of the not-to-exceed contract amount may be used for additional tasks that require
traffic engineering support services such as traffic analysis on development projects,
capital improvements projects, and traffic signal, signing and striping improvement
plans.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
There is no fiscal impact. The proposed Agreement will have a total not-to-exceed
amount of $50,000. In order for the City to assign tasks to the proposed Agreement,
sufficient funds will need to be provided at the time that a task order is issued. The
City’s Draft Operating Budget for Fiscal Year 2024/25 has appropriated $25,000 in
expense line 2415-311-00000-51210 for Traffic Engineering Services.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION
Authorize the City Manager to sign the Agreement with Hartzog & Crabill, Inc. in an
amount not-to-exceed $50,000 for a three-year term expiring June 30, 2027, subject to
final language approval by the City Manager.
Attachment: Professional Services Agreement (Draft)
358
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
HARTZOG & CRABILL, INC., FOR TRAFFIC ENGINEERING SERVICES
THIS AGREEMENT, executed as of _________________________, between the
City of Moorpark, a municipal corporation (“City”) and Hartzog & Crabill, Inc., a California
Corporation (“Consultant”). In consideration of the mutual covenants and conditions set
forth herein, the parties agree as follows:
WHEREAS, City has the need for design evaluation, analysis, and operations
regarding traffic engineering services as described in Exhibit C; and
WHEREAS, Consultant specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
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 June 30, 2027,
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 design evaluation, analysis, and operations regarding traffic
engineering 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 will be set forth
in Exhibit D (Task Orders).
Compensation for the services to be performed by Consultant shall be in
accordance with Exhibit C and Exhibit D. Compensation shall not a total contract value of
Fifty Thousand dollars ($50,000.00), 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.
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.
ATTACHMENT
359
Rev. 12/15/2023 Page 2 of 15
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 Gerald J. Stock, Executive Vice President, 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 and Exhibit D, based
upon actual time spent on the above tasks. This amount shall not exceed Fifty Thousand
dollars ($50,000.00) 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.
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.
360
Rev. 12/15/2023 Page 3 of 15
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 thirty (30) 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
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
361
Rev. 12/15/2023 Page 4 of 15
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 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
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.
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.
362
Rev. 12/15/2023 Page 5 of 15
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.
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.
Should the Scope of Services include work that is considered a public work to
which prevailing wages apply, the public work project is subject to compliance monitoring
and enforcement by the California Department of Industrial Relations (DIR). Consultant
363
Rev. 12/15/2023 Page 6 of 15
agrees to comply with and be bound by all applicable terms, rules and regulations
described in (a) Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code, including without limitation Labor Code Section 1771 and (b) the
rules and regulations established by the DIR implementing such statutes, as though set
forth in full herein, including any applicable amendments made thereto during the term of
this Agreement. For every subcontractor who will perform work on this project, Consultant
shall be responsible for subcontractor’s compliance with (a) and (b), and Consultant shall
take all necessary actions to ensure subcontractor’s compliance. Labor Code Section
1725.5 requires all contractors and subcontractors to annually register with the DIR before
bidding or performing on any public work contract.
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 (1) 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
364
Rev. 12/15/2023 Page 7 of 15
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: Gerald J, Stock, Executive Vice President
Hartzog & Crabill, Inc.
17821 E. 17th Street, Suite 245
Tustin, CA 92780
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.
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.
365
Rev. 12/15/2023 Page 8 of 15
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.
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.
366
Rev. 12/15/2023 Page 9 of 15
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK HARTZOG & CRABILL, INC.
__________________________________ __________________________________
Troy Brown, City Manager Gerald J, Stock, Executive Vice President
Attest:
__________________________________
Ky Spangler, City Clerk
367
Rev. 12/15/2023 Page 10 of 15
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:
Type of Insurance Limits
Commercial General Liability $1,000,000 / $2,000,000 Aggregate
Business Automobile Liability $1,000,000
Workers’ Compensation Statutory Requirements
Professional Liability $1,000,000
Insurance Rating. Insurance procured pursuant to these requirements shall be written by
insurers that are authorized carriers in the State of California and with an A.M. Best rating
of A- or better and a minimum financial size category class VII.
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 Automobile Insurance coverage on ISO Business Auto Coverage form CA
00 01 10 13 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 combined single limit 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. Such insurance must include a waiver of subrogation endorsement in favor
of the City, its officers, employees, agents, and volunteers.
368
Rev. 12/15/2023 Page 11 of 15
Professional Liability (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.
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.
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, agents, and volunteers, using standard ISO endorsement CG 2010
and CG 2037, or equivalent, 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.
369
Rev. 12/15/2023 Page 12 of 15
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.
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 and 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
370
Rev. 12/15/2023 Page 13 of 15
options with the Consultant, which may include reduction or elimination of the
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.
371
Rev. 12/15/2023 Page 14 of 15
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.
372
Rev. 12/15/2023 Page 15 of 15
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.
__________________________________
______________________
Signature, Title Date
373
EXHIBIT C
SCOPE OF SERVICES
Consultant has the expertise to provide traffic engineering, analysis and review services
as detailed in the below Sections. Services include, but are not limited, to review of
traffic analyses for development projects consistent with City Municipal Code,
Intersection Level of Service (LOS), Circulation Element, the latest published Institute of
Transportation Engineer (ITE) Trip Generation Manual and industry standards, traffic
engineering and concept reviews. Services shall be provided on a Project Task basis,
as detailed in Section G below.
A. Conceptual Review: Items covered in Conceptual Review include a
determination of completeness, appropriateness of the internal street system,
proposed driveways, and planned or proposed traffic signals. In addition, an
assessment of trip generation, trip distribution, peak hour, access points and
related restrictions (i.e., right turning/out only), parking, on site circulation
including delivery vehicles, sight distance, parking lot lighting and signage will be
completed.
B. Review of Traffic Analysis Reports: Each Traffic Impact Analysis (TIA) shall be
reviewed and evaluated as a requirement of entitlement case processing. The
review shall include comments pertaining to completeness, any specific report
recommendations, proposed street improvements, proposed driveway
approaches or alleys, and an evaluation of street intersections and signal
modifications consistent will City of Moorpark Municipal Code, General Plan
requirements, and all applicable industry standards.
The assessment shall also consider potential traffic generation, trip distribution,
existing, proposed, and future intersection LOS, vehicular and pedestrian sight
distance, and parking/circulation. Consultant shall review potential traffic impacts
and recommend mitigation measures associated with the proposed development
projects and provide cost estimates for such mitigation measures.
C. Traffic Engineering: Consultant shall review existing striping, LOS analysis,
permit engineering evaluation report (PEER), Fact Sheet, intersections,
signalization and other traffic related issues as requested. These other issues
may include conducting investigations and prepare reports regarding requests for
traffic control device installations and modifications, such as traffic signals, stop
signs, parking regulations, speed zoning, channelization, marked crosswalks,
pedestrian and bicycle facilities, etc. Consultant shall discuss any specific
concerns with City staff to ensure a clear understanding of the issue. Traffic,
accident, roadway, and other data will be collected as needed and subject to City
approval. All studies, analysis, and conclusions will be performed in compliance
374
with all appropriate local agency requirements and guidelines. Traffic counts can
be ordered and billed on a time-and-materials basis, when required.
D. Review of Traffic Signal and Striping Plans: Consultant shall provide expertise
required to meet traffic signal and striping plans, and signal timing sheets.
E. Technical Advice on Traffic Safety, Traffic Facilities, Accident Rates, and Other
Traffic-Related Issues: Consultant shall review citywide accident records to
identify any problem areas. Appropriate investigations shall be conducted,
priorities identified, cost estimates developed, and recommendations shall be
continuously made to City management.
F. Work with County, Caltrans, Local Law Enforcement Agencies, and Other
Appropriate Agencies on Traffic-Related Issues: Consultant shall identify the
participating agency, determine specific requirements, meet with the agency as
necessary, and coordinate with City staff.
G. Individual Project Task Orders: Upon request by the City, Consultant will submit
for City review an individual project proposal including a description of the work
to be performed and a combined not-to-exceed amount. City shall assign a Task
Order Number to the project proposal along with a Task Order Form (Exhibit D)
for signature of both Consultant and City.
375
EXHIBIT D
TASK ORDER
TRAFFIC ENGINEERING SERVICES
Reference Agreement No.:
Task Order No.:
Consultant:Hartzog & Crabill, Inc.
Date of Original Agreement:
Not-to-Exceed Amount of Original
Agreement:$50,000.00
Value of Prior Task Orders
Assigned to Original Agreement: $
Amended Not-to-Exceeded Amount
(if applicable): $
Remaining Agreement Amount: $
Not-to-Exceed Amount of This Task
Order:$
Balance Remaining:$
Date of This Task Order:
Purchase Order Number:
Project Title:
Consultant shall perform scope of services as detailed in Attachment 1 to this Task
Order No. __ for the total not-to-exceed amount as detailed in the attachment.
All other provisions of the above-mentioned Agreement shall remain in full force and
effect.
CITY OF MOORPARK HARTZOG & CRABILL, INC.
__________________________________ __________________________________
Troy Brown, City Manager Gerald J. Stock, Executive Vice President
Date:__________________Date:__________________
376