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HomeMy WebLinkAboutAGENDA REPORT 1985 1202 CC REG ITEM 12D--------·-----,"-·------·------------ ALBERT PRIETO Mayor JAMES D. WEAK Mayor Pro Tern "HOMAS C. FERGUSON Councilmember DANNY A. WOOLARD Councilmember LETA YANCY-SUTTON Councilmember DORIS D. BANKUS City Clerk JOHN C. GEDNEY City Treasurer TO: FROM: DATE: MOORPARK MEMORANDUM The Honorable City Council Steven Kueny, City Manager November 26, 1985 SUBJECT: Amended Agreement for Preparation of. Safety Element of the General Plan '• BACKGROUND ) STEVEN KUENY City Manage: CHERYL J. KANE City Attorney NIALL FRITZ Director of Community Development R. DENNIS DELZEIT City Engineer JOHN V. GILLESPIE Chief of Police At your meeting of October 21, 1985, you accepted the proposal of Joel Silverman & Associates for preparation of the Safety Element of the General Plan of the City of Moorpark. subsequently, we forwarded to JSA our standard form of agreement, which had been approved by you previously and has been used in all of our consultant agreements. \ ,) On November 7 JSA transmitted to the City an agreement which had been revised in three places : (1) Omitting a sentence from our Section 3. 01, which provided that the City would not pay for any expenses "deemed by the Director of Community Development,-at his sole discretion, to be unnecessary to the completion of the project in a competent and workmanlike manner"; (2) Adding the following language at the end of Paragraph 7 .02: ... "provided all outstanding invoices are paid."; and ( 3) Deleting Paragraph 7. 03, our standard hold harmless clause, and renumbering the subsequent paragraphs. As to Revision No. 1, Staff has no objection to the omission of the last sentence of Section 3. 01, since the contract price is all-inclusive, and we would not pay the contractor for any work not within the scope of the contract. v1oorpark Avenue Moorpark, California 93021 (805) 528-6864 ) ) The Honorable City Council Page 2 November 26, 1985 As to Revision No. 2, Staff suggests the following language be added at the end of Paragraph 7. 02 rather than that suggested by the Consultant: 11 ••• upon payment of the contract amount contained herein. 11 As to Revision No. 3, we consulted with the City Attorney and she agrees that we should retain our hold harmless provisions, but sees no objections to our adding a similar hold harmless provision on behalf of the Consultant. The foregoing revisions have been made to the contract and a _copy is attached for your re.y~ew and approval. RECOMMENDATION: 1. • Rescind action of October 21.· 1985 approving the first agreement with Joel Silver- man & Associates for preparation of the Safety Element _of the General Plan. 2. Approve the attached agreement with Joel Silverman & Associates ( JSA) for preparation of the Safety Element of the General Plan of the City and authorize the Mayor and City Clerk to execute same on behalf of the City. :ddb attachment ) I I ,I I ' J ) ) • ) ·' CONTRACT FOR SERVICES THIS AGREEMENT, made and entered into this • ' day of , 19..,..,..-__ , between the CITY OF MOORPARK, CALIFORNIA, _a_m_u_n..,..ic....,i~p-a~l-e-o-rporation, hereinafter referred to as "CITY", and JOEL SILVERMAN & ASSOCIATES , a:n independent contractor, hereinafter referred to as "CONTRACTOR" -- ARTICLE 1. · TERM OF CONTRACT SECTION 1. 01. This agreement will become effective on October 21 , 19 85 and will continue until stiptJlated services have been completed. ARTICLE 2. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services Section 2. 01. · Contractor agrees to perform the services specified for the preparation of the SAFETY ELEMENT of the General Plan of the City of Moorpark in the "Proposal for Services" attached to this agreement and designated· ·as "EXHIBIT A". Method of Performing Services Section 2.02. Contractor will determine the method, details and means of performing the above-described services. Responsible Employee in Charge . Section 2. 03. Karl Hinderer will serve as the employee of Contractor principally responsible for execution of the Contractor's obligations under this Agreement and shall serve as principle liaison between City and Contractor. ARTICLE 3. COMPENSATION Amount of Compensation Section 3. 01. As sole and complete consideration for the services to be performed by Contractor, City agrees to pay Contractor in accordance with "EXHIBIT A" attached hereto. Should an Environmental Impact Report ( EIR) be deemed necessary, such EIR , or any other tasks not specifically obligated to in "EXHIBIT A", shall be billed on a time and materials basis, and a "not to exceed" figure to be agreed to by both parties. Contractor's invoices to City shall include an itemization of expenditures as required by City. -1- ) ) ) Payment of Compensation Section 3. 02. Contractor shall submit to City a written statement of services rendered in accordance with the following payment schedule: At the end of each month up to a maximum of 85% of the bid price. Within 30 days of final approval of the SAFETY Elemei:lt., all remaining costs not to exceed $ 7,162.00 City agrees to pay the amount due to Contractor for services within thirty (30) days following receipt of said statements of services. ARTICLE 4. OBLIGATIONS OF CONTRACTOR Non-Exclusive ·Representation Section 4. 01. Contractor agrees to devote 'the number of hours necessary to perform the above.;.described serivices in a competent and work- manlike manner. Contractor may represent, perform services for, and be employed by, such companies and governmental en ti ties as Contractor, in , .Contractor's sole discretion, sees fit, with the exception of any firm or individual which has an approved permit or land. use entitlement from the City, has applied for such entitlement within the past twelve (12) months, or has such application or entitlement request pending, provided that such commitments entered into prior to the effective date of this contract may be fulfilled. Performance of On-Premises Servi~es Section 4. 02. Contractor agrees to perform any of the above- described services required to be performed in City's premises during City's regular business hours, unless otherwise mutually agreed by City and Contrctor. Legal Responsibilities Section 4. 03. Contractor shall secure, pay for and maintain in full force and effect for the duration of this agreement, any City business license which the City of Moorpark may require for the type of business activity Contractr will conduct hereunder. In addition, Contractor shall keep himself informed of, and shall comply with, all federal, state and local laws and regula- tions which in any manner affect his performance under this agreement. Assignment. Section 4.04. Neither this agreement, nor any duties or obligations . under this agreement, may be assigned by Contractor without the prior written consent of City. -2- ) ARTICLE 5. OBLIGATIONS OF CITY . Section 5. 01. City agrees to comply with all reasonable requests of Contractor relative to, and to provide access to all documents reasonably necessary -for, the performance of Contractor's duties under this agreement. Place of Work Section 5 . 02. City agrees to furnish space on the premises of City Hall for use by Contractor while performing any of the above-described services required to be performed on City's premises. ARTICLE 6. Termination of Agreement Section 6. 01. The City may terminate this Agreement upon givmg a twenty-four (24) hour written notice, and the Contractor may terminate Thil? Agreement upon giving thirty (30) days' written notice. In the event of such termination, Contractor shall be entitled to reimbursement for all fees and expenses incurred prior to the effective date of such notice. ']]ermination Upon Assignment Section 6. 02. Notwithstanding any other provision of this agreement, the agreement shall terminate automatically without prior. notice upon the assignment of the agreement by the Contractor without the prior written consent of City. ARTICLE 7. GENERAL PROVISIONS Independent Contractor Section 7. 01. Contractor is and at all times shall remain as to City a wholly independent contractor. Contractor shall not, at any time or in · any manner, represent that he is an officer,. employee or agent of the City. Contractor shall comply with all applicable provisions of the Workers' Compensa- tion Insurance and Safety Acts and the Labor Code of the State of California. Ownership of Documents Section 7. 02. Upon completion of any writing required to be provided by Contractor in the course of performing any of the above-described services, or upon sooner termination of this agreement, all original documents prepared by Contractor shall become the sole property of the City and may be used, reused or otherwise disposed of by City without the permission of Contractor, upon payment of the contract amount contained herein. Hold Harmless Section 7 .03. (a) Contractor agrees· to indemnify, save, keep and ) hold harmless City and all of its officers and employees from all claims, actions, ., I ) ) suits, damages, costs or expenses in law or equity, including costs of suit • and expenses for legal services, that may at any time arise or be set up . because of damage to property or injury or death to persons received or suffered by reas0n of, or arising.out of, any act on the part of Contractor in regard· to any function or activity carried out by contractor on behalf of City pursuant to the terms of this agreement. (b) City agrees to indemnify, save, keep and hold harmless Contractor and all of its officers and employees from all claims, actions, suits, damages, costs or expenses in law or equity, including costs of suit and expenses for legal services, that may at any time arise or be set up because of damage to property • or injury or death to persons received or suffered by reason of, or arising out of, any act on the part of City iri regard to any function or activity carried out by City pursuant to the terms of this agreement. Notices Section 7. 04. Any notice to be given hereunder by either party · to the other shall be effected either by personal delivery in writing, or by certified mail, postage prepaid, return receipt requested. Mailed notices shall_ be addressed to the City in care of the City Manager, 799 Moorpark Avenue, Moorpark, California 93021, and to Contractor at 20300 Ventura Boulevard, Suite 350, Woodland Hills, cA-91,._.3...,6...,4,...._"------; however, each party may change the address by written notice in accordance witlji this section. Notices delivered personally will be deemed served as of the second (2nd) day after mailing. I I Entire Agreement of the Parties Section 7 .05.. This agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of servi~es by Contractor to City in connection with the preparation of the Safety Element 'of the General Plan of the City of Moorpark . . . and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any part or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this agreement shall be valid or binding. Any modification of this agreement will be effective only if it is in writing, signed by the party to be charged. Governing Law Section 7. 06. This agreement shall be governed by and construed in accordance with the laws of the State of California. Attorney's Fees Section 7. 07. Should either party hereto institute any action or proceeding of any nature wh~tsoever in a court of law, equity, or otherwise, to enforce any provision of this agreement or for a declaration of such party's rights or obligations hereunder or for any other remedy, the prevailing party ) shall be entitled to receive from the losing party its costs, including such amount as the Court or arbitrarion panel may adjudge to be reasonable attorney's fees for the services rendered the party finally prevailing in any such action or proceeding. Unless judgment goes by default, the attorney fee award shall not be computed in accordance with any court schedule, but '\ shall be such as to fully reimburse the prev~iling party for all its/their ,/ attorney's fees actually incurred in good faith, regardless of the amount of such judgment~ it being the intention of the parties to fully compensate the prevailing party for all attorney's fees paid or incurred in good faith. ) Venue Section 7 .08. This agreement is made, entered into, executed and is to be performed in Moorpark, Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement and/or otherwise of the terms, covenants and conditions referred to herein shall be filed in the applicable court in Ventura County, California. City's Agent Section 7. 09. The Moorpark Director of Community Development shall have the right to review, coordinate and approve all work to be per- formed by Contractor pursuant to the terms of this agreement, and shall be the City's agent with respect to review, coordination and approval of the services to be :performed by the Contractor. EXECUTED in duplicate at Moorpark, Califor.nia, on the date and year first _hereinabove written. (Notarial. certificate attached) -5- JOEL SILVERMAN & ASSOCIATES (Name of Contractor) By _______________ _ Title ---------------- And By ________________ __ Title ---------------- CONTR..ACTC>R. CITY OF MOORPARK, CALIFORNIA a Municipal· Corporation By ________________ _ ATTEST: Its Mayor City .Clerk CITY (SEAL) ) STATE OF COUNTY OF CERTIFICATE OF ACKNOWLEDGEMENT (Corporation) ss. ----------- on,this day o,f 1 , 19 ,---------------___ , before me, the undersigned, a Notary Public in and for said· State, personally appeared pe!sonally known to me or proved to me on the basis of satisfactory evidence to be the (title) of--------,-----,-----,----'--,,.------.--,------------' (name of corporation) ) and whose name is subscribed to the within instrument, and acknowledged tom~ that the corporation executed it. (SEAL) ) WITNESS MY HAND AND OFFICIAL SEAL. Notary Public in and for said County and State '\ I ./ AGREEMENT BE'IWEEN CLIENT AND CONSULTANT FOR PLANNING SERVICES This AGREEMENT is made and entered into this 20th day of . September, 1985, by and between THE CITY OF MOORPARK hereinafter referred to as CLIENT and JOEL. SILVERMAN & ASSOCIATES h~reinafter referred to as CONSULTANT. CONSULTANT proposes to perform planning services in connection with preparation of the Safety Element to the City of Moorpark General ·Plan. SECTION 1: This AGREEMENT contains the entire agreement between CLIENT and CONSULTANT relating to the project and provision of services to the project. Any prior agreement, promises, negotiations or representations not expressly set forth in this AGREEMENT are of no force or effect. 'subsequent. modifications to this AGREEMENT shall be in writing and signed by both CLIENT and CONSULTANT. )This AGREEMENT shall not be assigned by either CLIENT or CONSULTANT without prior written consent of the other. SECTION 2: It is the intent of this AGREEMENT that certain planning consultant services shall be done and to that extent the ~cope of work is hereinafter listed: A. B. c. ) (Revised RESEARCH Perform basic research from existing available information and State and County Agencies. PLAN REVISION 1. Review existing County Seismic Safety and Safety Elements and update or delete sections as necessary. 2. Prepare local discussion section for all hazards affecting the City. PLATES Prepare Safety Element plates for all relevant hazards on a base map provided by City. 10/2/85) 1 EXHIBIT A ) D. E. F. NEGATIVE DECLARATION Prepare Environmental Assessment and Negative Declaration. MEETINGS 1. Three (3) Meetings with City Staff. 2. 3. One One P.RINTING (1) Planning Commission Hearing. (1) City Council Hearing. 1 .. Three (3) screen check copies of Safety Element. 2. Fifteen (15) draft copies of Safety Element. 3. Thirty (30) final copies of Safety Element. SECTION 3: ) The CLIENT agrees to pay CONSULTANT as compensation for the above named planning service as set forth in Section 2, the sum of SEVEN THOUSAND ONE HUNDRED S.IXTY-'IWO AND NO/100 DOLLARS ($7,162.00). The CLIENT shall pay the cost 9f application fees, soils engineering fees, soils testing fees, aer~al topography fees, and all other fees, permits, bond premiums, title company charges, blueprints and reproduttions, mileage, computer and all other charges not specifically covered by the ter-ms and conditions of this AGREEMENT. All fees and other charges will be billed monthly and shall be due at the time of billing unless otherwise spe~ified in this AGREEMENT. CLIENT agrees that the periodic billings from CONSULTANT to CLIENT are correct, conclusive and binding on CLIENT unless CLIENT within ten (10) days from the date or receipt of such billing notifies CONSULTANT, in writing, of alleged inaccuracies, discrepancies or errors in the billing. The CLIENT agrees to pay the CONSULTANT for work performed on the "percentage of completion" method. The attached Exhibit "B" shall be used as a guide in determining the percentage of work completed by the CONSULTANT. \CLIENT agrees to pay a late charge of-1% per month or an annual )rate of 12% of any unpaid balance commencing thirty (30) days after the date of the original billing. If CLIENT fails to pay (Revised i0/2/85) 2 ) CONSULTANT within thirty (30) days after the/invoices are rendered, CLIENT agrees CONSULTANT shall.have the right to consider such default in payment a material breach of this entire AGREEMENT and, upon written notice, the duties, obligations, and responsibilities of CONSULTANT under this AGREEMENT are terminated. In such event, CLIENT shall promptly pay CONSULTANT for all fees, charges and services provided by CONSULTANT. In- the event all or any portion of the \\fork prepared or partially prepared by CONSULTANT be suspended, abandoned or terminated, CLIENT shall pay CONSULTANT for all fees, charges and services provided for the project. SECTION 4: If CONSULTANT, pursuant to this AGREEMENT, produces plans, reports or other documents and/or performs field studies and such plans, reports and other documents and/or field studies are required by one or more governmental agency, and one or more such governmental agency changes its ordinances, policies, procedures or requirements after the date of this AGREEMENT, any additional office or field work thereby required shall be paid for by CLIENT as EXTRA WORK. After submission of the map, all revisions and/or modifications ) requested by any governmental agency and/or the CLIENT shall be considered EXTRA WORKo In any event, all orders for EXTRA WORK shall be authorized in writing by the CLIENT and acknowledged by the CONSULTANT. With respect to EXTRA WORK, the CONSULTANT is entitled to charge for his services the rates as shown on the attached Exhibit "C." CONSULTANT shall coordinate the planning of all structures, utilities and other facilities which will affect the tract and the subdivision development, including existing as well as proposed facilities, and regardless of whether plans for said facilities are prepared by the CONSULTANT or third parties. • SECTION 5: CLIENT AGREES TO LIMIT CONSULTANT'S LIABILITY TO CLIENT AND TO ALL CONTRACTORS ON THE PROJECT, DUE TO PROFESSIONAL NEGLIGENCE, ACTS, ERRORS, OR OMISSIONS OF CONSULTANT, TO THE SUM OF $50,000 OR THE TOTAL CONSULTANT'S FEES, WHICHEVER IS GREATER. SECTION 6: ' On August 1, 1986, and as appropriate thereafter, the contract /and the rate for extra work for Office Personnel and Survey shall (Revised 10/2/85) 3 ) be increased by one hundred percent (100%) of the percentage wage, other employee benefits, and cost of living raises granted employees under the"terms of any collective bargaining agreements or negotiations. These increases shall apply only to the unfinished work as of the date of increase. SECTION 7: CONSULTANT makes no warranty, either express or implied, as to his findings, recommendations, reports or professional advice except that the work was performed pursuant to gener~lly accepted standards of practice in effect at the time of performance. , In the event that changes are made. in the plans and reports by CLIENT or by any other person other than CONSULTANT, which changes affect CONSULTANT'S work, any and all liability arising out of or resulting from such changes.is waived by CLIENT against CONSULTANT, and CLIENT assumes full responsibility and liability f.or such changes unless CLIENT gives CONSULTANT prior written notice of such changes and CONSULTANT consents in writing to such changes. CLIENT agrees to indemnify CONSULTANT agai~st any and all liability, loss, costs, damages, fees of attorneys and other expenses which CONSULTANT may sustain or incur as a result of 1 such unconsented changes. I JOEL SILVERMAN & ASSOCIATES CITY OF MOORPARK By;WR~ By _____________ _ Signature Signature·· Date : tu:/ 2 , /c.58rs-..> Date: ___________ _ ) (Revised 10/2/85) 4 ) FUNCTION NUMBERS 303,341 341 309,341 306 336,340 309,729 ). ) EXHIBIT B ·--.l.L . ...:_ ~- 1) Research 2) Plan Revision 3} r Plates 4) Negative Declaration 5) Meetings 6) Printing. TOTAL EXHIBIT B $1,240.00 1,860.00 1,560.00 5~0.00 992.00 990,00 $7,162.00 \ ) $ JOEL SILVERMAN & ASSOCIATE;S CIVIL ENGINEERS LAND PLANNERS SURVEYORS EXHIBIT C FEE SCHEDULE CIVIL ENGINEERING, PLANNING AND SURVEYING SERVICES Effective August 1, 1985 through July 31, 1986 OFFICE HRSONNEL 88.00 per hour for Special Services and Principals 73.00 per hour for services of Associates i 68.00 per hour for services of Production Manager 65.00 per hour for services of Project Supervisor 62.00 per hour for services of Planning Director 60.00 per hour for services of Senior Designers 56.00 per hour for services of Designer 54.00 per hour for services of Designer 54.00 per hour for services of Senior Survey Technician 52.00 per hour for services of Land Planner 51.00 per hour for services of Senior Draftsman 44.00 per hour for services of Draftsman 34.00 per hour for services of Technicians 96.00 per hour for Computer Time FIELD PERSONNEL 67.00 per hour for services of survey Supervisor 54.00 per hour for services of I Man Survey Party 125.00 per hour for services of 2 Man Survey Party 160.00 per hour for services of 3 Man Survey Party 67.00 per day for Electronic Distance Measuring Equipment The above schedule is for straight time. Overtime will be charged at 135% of the standard hourly rates. Sundays and holidays will be charged at 170% of the standard hourly rates. , Prints, per diem, special equipment, mileage, subsistence, air ' trav~l and other direct expenses are charged at cost. 20300 VENTURA BOULEVARn / SI JITF ~i:;n / wnnn1 Al\ln ~II IC: ('/\I 11:::-n □I\III\ n-1 ".lQA I ID-1 D\ nnn c::c::c,r.