HomeMy WebLinkAboutAGENDA REPORT 1992 1202 CC REG ITEM 08G i; Ipt Jy/la`J
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„ f/r MEMORANDUM ACTION:430)0A4M1400(
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TO:
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TO: The Honorable City Council
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FROM: Jaime Aguilera, Director of Community Developme
Paul Porter, Senior Planner
DATE: November 10, 1992 (CC meeting of December 2, 1992)
SUBJECT: ADDENDUMS TO CONTRACT BETWEEN IMPACT SCIENCES AND THE
CITY OF MOORPARK AND CITY AND CARLSBERG FOR AMENDMENTS TO
THE CARLSBERG SPECIFIC PLAN AND PREPARATION OF
SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT
Background
On Friday, June 5, 1992 , Carlsberg Financial Corporation filed an
application and submitted a deposit for processing amendments to
the Carlsberg Specific Plan and preparation of a Supplemental
Environmental Impact Report. On June 17 , 1992 , the City Council
authorized the Mayor to sign the contracts .
Discussion
On November 4 , 1992 , the Department of Community Development
received the attached letter from the consultant, Impact Sciences
indicating that additional work is necessary due to applicant
initiated changes in the project description and additional biota
changes . The changes are described in the attached letter. Due to
the magnitude of the issues addressed in the letter from Impact
Sciences , an amendment to the agreements is necessary to cover
additional costs of preparation of the environmental document . It
is estimated that the additional cost will be $28, 345 .00 . It
should be mentioned that some additional staff time charged to the
project will be necessitated by this contract amendment.
Carlsberg Financial Corporation indicated that they will providing
the City with a letter agreeing to the addtional required work and
and to pay the additional costs for paying for the additional work.
Recommendation
Authorize Addendums to the existing contracts with the City and
Impact Sciences , and City and Carlsberg.
Attachments : 1 . Addendum to Agreements between the City and
Carlsberg and the City and Impact Sciences
2 . Letter from Impact Sciences dated November 4,
1992
3 . Original Agreements
PP11:10:92/12:49pma:\AMEDAGR_CC 1
PAUL W I.AWRASON JR JOHN E. WOZNIAK SCO II MON IGOME_IIY RFPNARI)O H E'EI J/ ROY F. TALL EY JR
Mayor Mayor Pro Tem Councdrnernber Councdmem'p„r Councilmemoer
Pante;Cr:.Rec.cJBr:!ant-•
FIRST ADDENDUM TO PROFESSIONAL SERVICES AGREEMENT BETWEEN IMPACT
SCIENCES AND THE CITY OF MOORPARK FOR AMENDMENTS TO THE CARLSBERG
SPECIFIC PLAN AND PREPARATION OF SUPPLEMENTAL ENVIRONMENTAL IMPACT
REPORT
This First Addendum, made and entered into this day of December,
1992 by and between Impact Sciences and the City of Moorpark, a
Municipal Corporation located in the County of Ventura, State of
California, which is entered into with reference to the following
recitals.
RECITALS
WHEREAS, Impact Sciences entered into an Agreement with the
City of Moorpark on June 17, 1992 to perform services described
under the heading of "TASK" in said agreement, and;
WHEREAS, the fees described in that agreement totalling
$63,963 .00 was to constitute full compensation for services
rendered, and;
WHEREAS, on November 4, 1992, Impact Sciences sent a letter to
the Department of Community Development stating additional work is
necessary due to applicant initiated changes in the project
description and additional biota changes, and;
WHEREAS, the additional work tasks stated in the letter from
Impact Sciences dated November 4, 1992, will require an increase of
$28,345.00 in the amount of the existing contract bringing the
total contract amount from $63,963.00 to $92,308.00;
WHEREAS. Carlsberg Financial Corporation is aware of the need
to have the amendment to the agreement and agrees to the amendment
to the Agreement.
NOW, THEREFORE IN CONSIDERATION OF THE ABOVE RECITALS, THE PARTIES
AGREE AS FOLLOWS:
1. Impact Sciences shall provide the additional work tasks as
outlined in the attached letter from Impact Sciences dated
November 4, 1992.
2 . The contract amount is increased to be no more than an
additional $28,345.00.
3. The amount of the contract is revised from $63,963.00 to
$92, 308.00.
PP11:10:92/12:49mh:VuGONaM.cc 2
IN WITNESS WHEREOF, the parties have caused this First Addendum to
be executed as of the _ of December, 1992.
CITY OF MOORPARK IMPACT SCIENCES
By: By:
Mayor
ATTEST:
By:
City Clerk
r
Pell:10:92/12:49poroAAMIMACit.CC 3
FIRST ADDENDUM TO AGREEMENT BETWEEN CONEJO FREEWAY PROPERTIES, LTD,
A CALIFORNIA LIMITED PARTNERSHIP (Conejo) AND SIMI MOORPARK FREEWAY
PROPERTIES, LTD. , A CALIFORNIA LIMITED PARTNERSHIP (Simi) BY AND
THROUGH ITS GENERAL PARTNER LAND RESEARCHERS, INC. , A CALIFORNIA
CORPORATION (herein called Carlsberg) AND THE CITY OF MOORPARK FOR
AMENDMENTS TO THE CARLSBERG SPECIFIC PLAN AND PREPARATION OF
SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT
This First Addendum, made and entered into this day of December,
1992 by and between Carlsberg and the City of Moorpark, a Municipal
Corporation located in the County of Ventura, State of California,
which is entered into with reference to the following recitals.
RECITALS
WHEREAS, Carlsberg entered into an Agreement with the City of
Moorpark on July 25, 1992, for preparation of a Supplemental EIR
and case processing for modifications to the Carlsberg Specific
Plan, and;
WHEREAS, the fees described in that agreement totalling
$63,963.00 was to constitute full compensation for services
rendered by the Consultant, Impact Sciences, and;
WHEREAS, on November 4, 1992, Impact Sciences sent a letter to
the Department of Community Development stating additional work is
necessary due to applicant initiated changes in the project
description recently made and additional biota changes, and;
WHEREAS, the additional work tasks stated in the letter from
Impact Sciences dated November 4, 1992, will require an increase of
$28,345.00 in the amount of the existing contract bringing the
total contract amount from $63,963.00 to $92,308.00;
WHEREAS, the additional work tasks and payment for the
additional work by Carlsberg, has been agreed to by Carlsberg
Financial Corporation.
NOW, THEREFORE IN CONSIDERATION OF THE ABOVE RECITALS, THE PARTIES
AGREE AS FOLLOWS:
Item No. 1 found on page 1 of the executed Agreement is modified to
read as follows:
1. Costs of Impact Science Contract. Carlsberg shall pay to City
all costs incurred by City in strict accordance with the
Impact Sciences Contract; provided, however, such cost shall
not exceed $ 63,963.00 $97.,; p8,. O.p without prior notification
to Carlsberg by City of' the changes in the scope of work as
PP11:10:92/12:49pa&:\a .er 4
specified in the Impact Sciences contract which result in the
increase of said cost. Payment by Carlsberg to City shall be
in accordance with terms set forth in Exhibit "B" attached
hereto and incorporated herein.
IN WITNESS WHEREOF, the parties have caused this First Addendum to
be executed as of the of December, 1992.
CITY OF MOORPARK CONEJO FREEWAY PROPERTIES, LTD.
By: LAND RESEACHERS, INC. ,
general partner
By: By:
Mayor Ronald S. Tankersley,
President
ATTEST: SIMI-MOORPARK FREEWAY PROPERTIES
By: LAND RESEARCHERS, INC. ,
general partner
By:
Ronald S. Tankersley,
President
By:
City Clerk
flu::o:92/12:49w.:W®ea.x 5
11
IMPACT SCIENCES INC
267 West Hi!Iciest Drive•First Floor
Thousand Oaks.California 91360
Telephone(805)494-6600•FAX(805)494-6681
November 4,1992
City of Moorpark
799 Moorpark Road
Moorpark,CA 93022
Attn: Mr.Paul Porter
Re: Carlsberg Specific Plan EIR, Change in Project Description and Issues Regarding
Biota
Dear Mr. Porter:
The purpose of this correspondence is to bring you up to date regarding the above
referenced EIR. Regarding the changes in the project description recently made by the
applicant, the necessary changes to our EIR can be accomplished with only minor
changes to our existing budget. We anticipate being able to complete the draft of the
EIR within approximately three (3) to five (5) working days from Austin-Foust's
revision of the traffic study, which according to Austin-Foust is due to be completed by
approximately November 6, 1992.
Regarding biota issues, we offer the following. When we began this EIR it was our
expectation to incorporate past biota surveys conducted by PBR and Rick Burgess. Using
their reports, we would field check only those areas where a change in the aerial
extent of development occurred. As indicated in our proposal of June 8, 1992, we
allocated 20 hours of staff time to complete field checking efforts and to prepare a
revised biota section for the EIR. However,as a result of our field checking effort,some
fairly sizeable issues regarding biota on the site have arisen since the previous EIR was
completed in 1990. Such issues involve changes in both the environmental condition of
the site and in the regulatory status of some resources present on the property.
•
Changes in the environmental conditions on the site stem largely from the the rain
which fell in the region in 1991 and 1992. As a result of the recent rains,a seasonal pool
re-emerged last spring at the southeastern corner of the site (the pool is now dry).
Given that past surveys performed by others were completed during drought years, it is
not a surprise that this seasonal pool was not identified in past reports. This pool
occurs in an area of the site which was, and is, proposed for residential development.
Consequently, the California Environmental Quality Act requires this changed
condition to be disclosed and the potential impact of the proposed development on this
area addressed in the E1R presently being prepared.
Adding to the complexity of this issue is the fact that during our surveys of the dry bed
of the pool, we identified the presence of a state-listed endangered plant species called
California Orcutt grass (Orcuttia californica), a plant species not identified in past
•
Mr.Paul Porter
November 4,1992
Page 2
surveys. This sensitive grass is adapted to growing in the changing conditions of drying
seasonal pools. Fourteen known populations of this species have been identified. Of
the fourteen populations, ten occur in the Otay Mesa arca of San Diego County, three
populations occur near Murrieta Hot Springs in Riverside County, and one has been
identified at this location in Ventura County. In the seasonal pool on the site, Orcuttia
approached 100 percent cover where the plant was present, and consisted of a
population of several thousand individuals. Of the nine related species in this grass
complex, California Orcutt grass is one of the two which occur outside the Central
Valley. All of the species have been subject to loss of appropriate habitat, and four of
the nine species are endangered in the State.
A regulatory change which has occurred since 1990 which is relevant to the proposed
project site is the designation in late 1991 of the cactus wren (Campylorhynchus
• brunneicapillus couesi ) as a State Category 2 listed bird (a candidate for listing of the
state endangered species list). On the site,cactus wrens are residents on or near patches
of beavertail cactus, which are required for nest construction. The north coastal
populations of the cactus wren have recently been proposed as a new subspecies, C.b.
anthonyi, based on variations of color patterns and vocalizations. If approved, this
subspecies would be considered separate from the Baja California subspecies, the San
Diego cactus wren (C.b. sandiegense),and the much more abundant inland populations
that occur in the Mojave and Sonora deserts. Recent investigations into the population
status of C.b. anthonyi indicates this is very small (an estimated total population of
800 to 1,000 birds)and,as is common to all small populations of plants or animals,could
be in danger of extinction. The United States Fish and Wildlife Service (USFWS) has
listed the entire coastal populations of C.b. couesi, which includes both C.b. anthonyi
and C.b. sandiegenese as possible candidates for endangered species listing and
protection (Rea and Weaver 1990).
The environmental and regulatory changes discussed above were not known to us at the
time we prepared our lune 8, 1992 proposal. While manageable issues, they will
definitely necessitate a change in the scope'of our EIR's biota section. The anticipated
additions to our scope of services include the following:
• definition of the issues present, including our expenditure of relatively
large amounts of field time confirming the type of Orcutt grass present,
identifying the exact bounds of the cactus wren habitat and the Orcuttia
population, and greatly expanding the biota impact analysis section
relative to this project's impact on the grass and wren.
• resolution of the issues identified, including; (1) our identification of
appropriate and feasible mitigation measures to potential new impacts
created; (2) our preparation of a draft mitigation plan; (3)our coordination
with federal and state agencies which have jurisdiction over the grass and
wren (including the California Department of Fish and Game, USFWS, and
Environmental Protection Agency); and (4) our preparation of a final
mitigation plan.
_ � l
Mr. Paul Porter
.-� November 4, 1992
Page 3
Initially, when these issues just started coming into focus, it was our intent to, if
possible, incorporate the costs to complete the above within the bounds of our existing
agreement with the City. However, given the now apparent magnitude of the issues
identified, this will definitely not be possible. Completing the above work tasks has
already required far more time than the 20 hours allotted for biota in our original
proposal. To carry out all work tasks to the end of the EIR process will require an even
further commitment of resources presently unaccounted for in our present agreement. Our
estimate of cost to complete the above indicated tasks is presented in the attached
table. The timing to complete the above items should not add time to the overall
schedule for this project. Rather, they will be accommodated within the existing time
frame.
Please understand that it was our goal to reduce the need for amendments to our
agreement with the City. However, in this case given the unforeseen chain of events,
this goal unfortunately cannot be met. If any of the above information generates
questions on your part,please call us.
Very truly yours,
I CIENCES, INC.
Thomas Wo in•''on
Executive V e Pr .ident
Attachment
C C
Table 1
•
COST ESTIMATE
TASK Rate/Hr HOURS COST
SCREENCHECK DRAFT ENVIRONMENTAL IMPACT REPORT
Introduction $125.00 0.0 $0.00
Summary $70.00 0.0 $0.00
Project Description $125.00 4.0 $500.00
Environmental Setting $125.00 0.0 $0.00
Cumulative Project Description $70.00 0.0 $0.00
Technical Sections
-Topography $75.00 0.0 $0.00
- Air Quality $70.00 12.0 $840.00
- Drainage/Flooding** $75.00 0.0 $0.00
- Biological Resources" $150.00 57.0 $8,550.00
$70.00 55.0 $3,850.00
-Noise $70.00 12.0 $840.00
- Land Use $75.00 4.0 $300.00
- Population/Housing $75.00 6.0 $450.00
- Transportation/Parking'' $70.00 8.0 $560.00
Impacts Not Found Significant $70.00 2.0 $140.00
Alternatives $125-00 2.0 $250.00
Growth Inducement $125.00 0.0 $0.00
�' Short-Term/Long-Term Impacts $125.00 0.0 $0.00
Irreversible/Irretrievable Impacts $125.00 0.0 $0.00
Organizations and Persons Consulted $40.00 0.0 $0.00
References $40.00 0.0 $0.00
Mitigation Monitoring Program $70.00 0.0 $0.00
MANAGEMENT AND OTHER EXPENSES
Project Management* $125.00 15.0 $1,875.00
Agency/Bio Coordination $150.00 24.0 $3,600,00
$70.00 80.0 $5,600.00
Project Coordination' $40.00 8.0 $320.00
Clerical $30.00 2.0 $60.00
Graphics $60.00 6.0 $360.00
General Expenses 0.0 $250.00
GRAND TOTAL $28,345.00
RECEI JED
1992
IMPACT SCIENCES INC SUN ^ 9
"�•
City of Moorpar4
*:
•i. 267 West Hillcrest Drive•First Fbor
Thousand Oaks,California 91360
Telephone(805)494-6600•FAX(805)494-6681
June 8,1992
City of Moorpark
Community Development Department
799 Moorpark Road
Moorpark,California 93021
Attn: Mr.Patti Porter
RE Proposal for Professional Services
Carlsberg Specific Plan Subsequent Environmental Impact Report
Dear Mr.Porter,
Impact Sciences, Inc. is pleased to submit this professional service proposal for the
preparation of a Subsequent Environmental Impact Report (SEIR) for the amended
Carlsberg Specific Plan. It is submitted in response to and addresses ail work
requirements identified in our discussions of last week and our on-site reconnaissance.
This project represents a unique opportunity for the City of Moorpark and its
residents. On-going public involvement in light of this Specific Plan's history and
location within the heart of the City, combined with this environmental review
process,would ensure that careful and sensitive environmental planning would occur
in this portion of the City. In response to this goal, the objective of our work scope is
to prepare an SEIR that focuses on site-specific and cumulative impacts which could
be created by the amended plan;our primary goal would be to prepare an SEIR which
would enable the city to make a reasoned decision regarding the proposed amendment
in the time frame indicated by the City. It is our intent to package this information in
an SEIR that provides the City and its residents with an understandable forecast of
the future environmental condition within the plan area, and compares that future
with the existing condition and/or known standards and the Specific Plan studied in
1990. Successfully completed, this approach can provide the realistic planning and
environmental inputs required by local decision-makers, City staff, and the general
public.
•
We understand that the scope of the SEIR has been determined through preparation
of an Initial Study (IS). Topics to be addressed in the SEIR include: topography;
drainage/flooding; air quality; biology; noise; land use; population/housing; and
traffic. Attached please find a schedule of estimated costs to complete the SEIR and
associated documents (CEQA notices, staff report, mitigation monitoring plan,
statement of overriding conditions). White it is impossible for us to predict how much
• time will be needed to complete such tasks as responses to comments, staff meetings
and hearings, etc., we estimate that these documents could be completed for
$63,963.00. If additional time and expenses are required to complete this effort, we
will notify the City prior to incurring such costs.
Mr. Paul Porter
June 8,1992
Page Two
We are cognizant of the importance of this project to the City of Moorpark and
consequently, will commit the level and quality of effort which characterizes our
firm's work product. We are confident that the energy and skills offered by this team
will result in a truly practical and professionally superior product.
Thank you for your invitation to be considered for this project. Should you have any
questions or comments,please call.
Very truly yours,
/fin[PACrSCJEN ,IC.
Thomas Worthi ton
Executive Vic. resident
•
Attachments
Carlsberg Specific Plan EIR
Table 1
COST ESTIMATE
TASK Rate/Hr HOURS COST
CEOA Noticing $70.00 12.0 $840.00
Meetings (7)' $125.00 '14.0 $1,750.00
SCREENCHECK DRAFT ENVIRONMENTAL IMPACT REPORT
Introduction $125.00 1.0 $125.00
Summary $70.00 16.0 $1,120.00
Project Description $125.00 12.0 $1,500.00
Environmental Setting .$125.00 6.0 $750.00
Cumulative Project Description $70.00 8.0 $560.00
Technical Sections
- Topography $75.00 8.0 $600.00
- Air Quality - $70.00 16.0 $1,120.00
• Drainage/Flooding" $75.00 8.0 $600.00
- Biological Resources" $70.00 20.0 $1,400.00
- Noise $70.00 20.0 $1,400.00
- Land Use $75.00 16.0 $1,200.00
- Population/Housing $75.00 16.0 $1,200.00
• - Transportation/Parking" $70.00 12.0 $840.00
Impacts Not Found Significant $70.00 8.0 $560.00
Alternatives $125.00 16.0 $2,000.00
Growth Inducement $125.00 1.0 $125.00
Short-Term/Long-Term Impacts $125.00 1.0 $125.00
Irreversible/Irretrievable Impacts $125.00 1.0 $125.00
Organizations and Persons Consulted $40.00 2.0 $80.00
References $40.00 2.0 $80.00
Mitigation Monitoring Program $70.00 24.0 $1,680.00
DRAFT ENVIRONMENTAL IMPACT REPORT
Response to City Comments on
Screencheck Draft ElFr $97.50 56.0 $5,460.00
FINAL ENVIRONMENTAL IMPACT REPORT
Response to Public Comments* $125.00 40.0 $5,000.00
Statement/ Overriding Considerations $125.00 8.0 $1,000.00
STAFF REPORT
Staff Report Preparation* $97.50 60.0 $5,850.00
Continued Page 1
Carlsberg Specific Plan EIR
• Table 1 (Cont.)
COST ESTIMATE
TASK Rate&Hr HOURS COST
MANAGEMENT AND OTHER EXPENSES
Project Management' $125.00 60.0 $7,500.00
Project Coordination' $40.00 40.0 $1,600.00
Clerical $30.00 24.0 $720.00
Graphics $60.00 40.0 $2,400.00
Public Hearings (6)' $125.00 30.0 $3,750.00
General Expenses @ 5%of above $2,653.00
Reproduction (100 Report Copies of 550 Pages @ $0.15/Page)' $8.250.00
GRAND TOTAL $63,963.00
• This is an estimate only. Additional time would be billed on a time and materials basis as per the
schedule of fees in effect at the time expenses are incurred. Our present fee schedule is attached.
"This analysis would be provided by the applicant for our incorporation into the EIR.
r
Page 2
IMPACT SCIENCES, INC.
SCHEDULE OF CHARGES
Personnel charges are for work directly related to projects. Charges are made for
technical typing for the preparation of reports and for the time and costs df printing
for the production of reports. Direct charges are not made for secretarial services,
office management,accounting, telephone use,and maintenance since these items are
included in overhead. Charges for personnel services are based on an hourly rate for
time charged to the project. Current personnel classifications and rates are as follows:
Personnel Hourly Rate
President $150.00
Executive Vice President $125.00
Vice President,Project Manager $ 95.00
Senior Project Manager $ 85.00
Project Manager $ 75.00
Staff Specialist III $ 70.00
Staff Specialist II $ 65.00
Staff Specialist I $ 60.00
Graphic Specialist III $ 65.00
Graphic Specialist I and 11 $ 60.00
Project Coordinator $ 40.00
Clerical Staff and Assistant $ 30.00
A premium of$10.00 per hour will be added to the hourly rates of non-professional
staff for overtime. Overtime work is defined as time charged to a project in excess of
eight (8)hours per day, and any time worked on weekends, holidays, or night shifts.
Time spent in travel in the interest of the client will be charged at the hourly rate.
When it is necessary for an employee to be away from the office overnight,subsistence
will be charged. Contract personnel will be charged according to the hourly rates for
their category as listed above.
Subcontractors Cost plus 15 percent
Expenses and reproduction charges Cost plus 15 percent
Staff mileage expense $ .30 per mile
Off-road mileage expense $ .60 per mile
FAX Charges $ 1.50 per page
Preparation for court appearances, court appearances, depositions, presentations to
regulatory boards, or other special requests for testimony will be charged at a rate of
$1,200.00 per day plus expenses for each individual attending. The full day rate will
be the minimum charge for any portion of a day.
Effective January 1, 1992
� 3
AGREEMENT FOR PREPARATION OF A SUPPLEMENTAL EIR AND CASE
PROCESSING FOR MODIFICATIONS TO CARLSBERG SPECIFIC PLAN
This Agreement, made and entered into this /7 day of
June 1992 by and between the CITY OF MOORPARK, a municipal
corporation located in the County of Ventura, State of California
("City") and CONEJO FREEWAY PROPERTIES, LTD. , a California limited
partnership (Conejo" ) and SIMI MOORPARK FREEWAY PROPERTIES, LTD. ,
a California limited partnership ("Simi") by an through its general
partner LAND RESEARCHERS, INC. , a California corporation (herein
called "Carlsberg") which agreement is entered into with reference
to the following recitals.
RECITALS
Whereas, Carlsberg is the general partner of the above named
limited partnerships that own six (6) parcels of real property
located in the City which are identified as follows: Assessor's
Parcels Nos. 500-35-34 and 500-35-22 owned by Conejo; 513-05-11 ,
512-15-60. 500-35-15- and 500-35-33 owned by Simi (all of which are
sometimes collectively called herein the "Carlsberg Property") ;
Whereas, on June 5, 1992, Conejo and Simi, by and through its
general partner Carlsberg, submitted to the City an application for
the purpose of requesting consideration of modifications to the
Carlsberg Specific Plan and preparation of a Subsequent
Environmental Impact Report.
Whereas, upon execution of this Agreement by City and
Carlsberg, City intends to enter into a contract with Impact
Sciences, a copy of which is attached hereto and incorporated
herein as Exhibit "A", whereby Impact Sciences obligates itself to
prepare the Subsequent EIR, Planning Commission and City Council
staff reports and other related planning work at a cost which shall
be paid for entirely by Carlsberg; and
Whereas, certain other costs, in addition to the costs
associated with the Impact Science Contract, shall be incurred by
City which shall be paid for entirely by Carlsberg;
Now, Therefore, in consideration of the mutual convents
contained herein, the parties agree as follows:
1. Costs of Impact Science Contract. Carlsberg shall pay to City
all costs incurred by City in strict accordance with the
Impact Sciences Contract; provided, however, such cost shall
not exceed $ 63,963.00 without prior notification to Carlsberg
by City of the changes in the scope of work as specified in
the Impact Sciences contract which result in the increase of
PP06:04:92/3:32p.A:\c&NL.AGN 1
gaa3
said cost. Payment by Carlsberg to City shall be in
accordance with terms set forth in Exhibit "B" attached hereto
and incorporated herein.
2. City Costs. Carlsberg shall pay City for all necessary and
proper costs incurred by City in regard to preparing and
processing the revisions to the Specific Plan and Subsequent
EIR and in regard to administrating the Impact Sciences
Contract.
Community Development and other City staff time $20,000
City Attorney's time $10 ,000
City Engineer's time $1.D000
Total $40,000
It is recognized that the above described costs are only
estimates and in no way limit the amount that City may charge
Carlsberg. Payment by Carlsberg to City shall be in
accordance with terms set forth in Exhibit"B" , attached hereto
and incorporated herein.
3. Copies of Work Project. Carlsberg shall have a right to
receive, at its sole discretion, copies of all reports studies
and documents that are prepared by City or Impact Sciences in
reference to the Plan/EIR and that are not exempt from public
disclosure pursuant to the California Public Records Act,
Government Code Section 6250 et seq. or the attorney work-
product privilege.
4. Reservation of Rights. In no event or circumstance shall this
Agreement be deemed to limit or otherwise be deemed a waiver
of any right, obligation, claim, cause of action or defense
that either party may have under any applicable California or
federal law.
5. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
California.
6. Additional Documents. . Each party hereto agrees to execute any
and all documents and writings which may be necessary or
expedient to, and to do such further acts for, the purposes
hereof.
7. uccessors, Assigns, This Agreement shall be binding upon and
inure to the benefit of all heirs, successors and assigns.
8. Miscellaneous Provisions. Any notice to be given pursuant to
this Agreement shall be in writing, and all such notices and
D'p06:O4 t t?/2 s 92ps.A s\CARL..AG$ 2
any other document to be delivered shall be delivered by
personal service or by deposit in the United States mail, with
postage pre-paid, and addressed to the party for whom intended
as follows:
To: City of Moorpark
799 Moorpark Avenue
Moorpark CA 93021
Attn: Director of Community Development
To: C.T. Financial - Moorpark Highlands
c/o Carlsberg Financial Corporation
2800 28th Street, Suite 200
Santa Monica, CA 90405
Attn: Ronald Tankersley
Either party may, from time to time, by written notice to the
other, designate a different address which shall be
substituted for the one above specified. Notices, payments
and other documents shall be deemed delivered upon receipt by
personal sery ice or upon the second (2nd) day after deposit
in the United States mail.
9. Nothing contained in this Agreement shall be deemed, construed
or represented by the City or Carlsberg or by any third person
to create the relationship of principal or agent, or of a
partnership, or of a joint venture, or of any other
association of any kind or nature between the City and
Carlsberg.
10. This Agreement constitutes the entire agreement for the
parties concerning the subject matter hereof and all prior
agreements or understandings, oral or written, are hereby
merged herein. This Agreement shall not be amended in any way
except by a writing expressly purporting to be such an
amendment and signed by both of the parties hereto.
11. 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.
12. 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.
13. The captions and headings of the various paragraphs of this
Agreement are for convenience and identification only and
PP06:O4:02/2:S]PY:\UNL,♦GM 3
shall not be deemed to limit or define the content of the
respective Articles hereof.
14 . In the event any action, suite or proceeding is brought for
the enforcement of, or the declaration of any right of
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 reasonable attorney's fees, from the
losing party, and any judgement or decree rendered in such a
proceeding shall include an award thereof.
15. Cases involving a dispute between the City and Carlsberg may
be decided by an arbitrator if both sides agree in writing,
with costs and expenses, including reasonable attorney's fees,
proportional to the judgement of the arbitrator.
16. 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 on the terms, conditions or covenants referred to
herein shall be filed in the applicable court in Ventura
County, California.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the oZs day of July 1992.
CITY OF MOORPARK CONEJO FREEWAY PROPERTIES, LTD.
BY; LAND RESEARCHERS, INC. , general
partner
BY. P IIat" BY: _or"
I Ronald S. Tankersley, Pr•sident
ATTEST:
SIMI-MOORPARK FREEWAY PROPERTIES, LTD.
BY: LAND RESEARCHERS, INC. , general
. partner
/,dideoe-
B L �__�. «/ 0BY: �/
'? Ronal S. Tankersley, Pflident
_I 'A 11113616.
- ° n
9 �
pp06:041102/2252paA:\CAAL.ACW O 4
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this / 7 day of
x4-- 19Y --- by and between the City of Moorpark, a
10.1icipal corporation located in the County of Ventura, State of
California, hereinafter referred to as "CITY" and "IMPACT
SCIENCES, INC." a California Corporation, hereinafter referred to
as "IMPACT SCIENCES, INC".
WITNESSETH
Whereas, City has the need for professional planning services;
Whereas, City desires to contract for such services with a
private consultant in anticipation that said private consultant can
provide such services in a manner acceptable to the City; and
Whereas, "IMPACT SCIENCES, INC." is experienced in providing
such services for municipal corporations and is able to provide
personnel with the proper experience, certifications and background
to carry out the duties involved; and
Whereas, City wishes to retain "IMPACT SCIENCES, INC. " for the
performance of said services;
NOW, THEREFORE, in consideration of the mutual convents,
benefits and premises herein stated, the parties hereto agree as
follows:
City does hereby appoint "IMPACT SCIENCES, INC. " in a
contractual capacity to perform the services described under the
heading of "TASK" set forth in Exhibit "1", attached hereto and by
this reference incorporated herein with the authorities, and
responsibilities ordinarily granted to this type of consultant
work.
I. Compensation
The fees in full compensation to "IMPACT SCIENCES, INC. "
for the services rendered shall be as set forth in Exhibit "1" .
II. Termination
This agreement may be terminated with or without cause by
City at any time with no less than 10 days written notice of such
termination. In the even of such termination, "IMPACT SCIENCES,
INC. " shall be compensated for such services up to the date of
termination. Such compensation for work in progress shall be
prorated as to the percentage of progress completed at the date of
termination.
PP06:04 t 92/2:56p9A:\smart 1
Q) 314
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;ou ;nq buTpnTouT 'aanaos;eqM abemep Aug Jo;
'asuadxa ao ;sop 'ssoi 'A;TITgeT 'abemep 'puemap
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A;Tunmmo3 ;o ao;oalTa '.abeueN A;T3 A;ndau 'aabeuew
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;o as.noo eq; uT peuTe;qo 10 (s)Jo;3e.;uoogns
s;T Jo , CONI 'SaDNaIOS SOVONI„ Aq paaedaad aaq;ams
'sTeraa;em pe;elan aay;o pue sa;ou 'sail; 1e;ndmoo
'saq;axsrp 'soboT 's;aodaa 'sbuTMmxp 'subTsap
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s;T ;o Aue Jo ;T ;emq ;uasaadaa .zauuem Aue
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•q;ao; ;as uTeaeq se ;daoxa 's;uabe ao
seadoidma 'saaoT33o ' CONI 'SaDNaIOS .LOYdWI' 3o Jo
' CONI 'SaDNaIOS .LOYdWI' 30 ;onpuoo eq; zone Toa4u00
OAPq virus s;uabe ao s;uenaas 'seaAoidma 'szaoT33o
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;uapuadapuT ATioym e A;To ag; o; s9 UTemaa
samT; ITe ;e 'Tells pUe 'CONI 's3JNnIos £3YdWI' 'E
•A;T3 io; aapunaaam
saOTnaas buTmao;lad „ 'DNI asapmaIOS ,LJYdWI, Aq
peSoidma uosaad Sue o; uoT;esuadmoo aay;o ao abets
'Aaeies Sue ;o ;uauAed ;oa1Tp ayq 10; A;TITgeTT
Aue amnsse o; uodn paiie3 eq ;ou Tiflis A;T3 •v
suer;Tpuop ieaauao •III
•uoT;euTmaa; Uons ;o eouenpe uT sAep
OC ueq; ssaT ou aoT;ou ua;;Tam U;TM A;TO buTpTnoad Aq Aiuo ' CONI
'SaDNNIDS ,LJYdWI„ Aq Pa;euTmza; aq Amu ;uamaazbe sTUJ
The City does not, and shall not, waive any rights that it may
have against "IMPACT SCIENCES, INC." by reason of Paragraph E
hereof, because of the acceptance by the City, or the deposit
with the City, of any insurance policy or certificate required
pursuant to this agreement. This hold harmless and
indemnification provision shall apply regardless of whether or
not said insurance policies are determined to be applicable to
the claim, demand, damage, liability, loss, cost or expense
described in Paragraph D hereof.
E. "IMPACT SCIENCES, INC." shall secure from a good
and responsible company or companies doing
insurance business in the State of California, pay
for, and maintain in full force and effect for the
duration of this agreement those policies of
insurance required by this paragraph and shall
furnish to the City Clerk of the City certificates
of said insurance on or before the commencement of
the term of this agreement. Notwithstanding any
inconsistent statement in any of said policies or
any subsequent endorsement attached thereto, the
protection offered by the policies shall:
1. Name the City and its officers, employees,
servants and agents serving as independent
contractors in the role of City Manager,
Deputy City Manager, Director of Community
Development or City Attorney, as additional
insured with "IMPACT SCIENCES, INC." .
2. Insure the City and its officers, employees,
servants and agents while acting in the scope
of their duties under this agreement against
all claims, demands, damages, liabilities,
losses, costs and expenses arising from, or in
any way connected with, the performance of
this agreement by "IMPACT SCIENCES, INC." or
the City.
3. Bear an endorsement or have attached a rider
whereby it is provided that, in the event of
cancellation or amendment of such policy for
any reason whatsoever, the City shall be
notified by mail, postage prepaid, not less
than thirty (30) days before the cancellation
or amendment is effective. "IMPACT SCIENCES,
INC. " shall give City thirty (30) days written
notice prior to the expiration of such policy.
4 . Be written on an Occurrence Basis.
PP09:04:92/2:5&pn:\MAGN1 3
F. Consistent with the provisions of Paragraph E,
"IMPACT SCIENCES, INC. " shall provide general
public liability, including automobile liability
and property damage, insurance in an amount not
less than One Million dollars ($1,000,000 .00) per
occurrence and annual aggregate.
G. Consistent with the provisions of Paragraph E,
"IMPACT SCIENCES, INC. " shall provide workers'
compensation insurance as required by the
California Labor Code. If any class of employees
engaged by "IMPACT SCIENCES, INC. " in work under
this agreement is not protected by the workers'
compensation law, "IMPACT SCIENCES, INC." shall
provide adequate insurance for the protection of
such employees to the satisfaction of the City.
H. "IMPACT SCIENCES, INC." shall not assign this
agreement, or any of the rights, duties or
obligations hereunder. It is understood and
acknowledged by the parties that "IMPACT SCIENCES,
INC." is uniquely qualified to perform the services
provided for in this agreement.
I. "IMPACT SCIENCES, INC. " PROPOSAL FOR ENVIRONMENTAL
AND PLANNING SERVICES DATED JUNE 8, 1992,
consisting of an RFP and response, is hereby
incorporated into this agreement. Where said RFP
and response are modified by the agreement, the
language contained in the agreement shall take
precedence.
J. Payment to "IMPACT SCIENCES, INC." shall be made by
City within 30 days of receipt Of invoice, except
for those which are contested or questioned and
returned by City, with written explanation within
30 days of receipt of invoice. "IMPACT SCIENCES,
INC." shall provide to City a written response to
any invoice contested or questioned and further,
upon request of City, provide City with any and all
documents related to any invoice.
K. 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:
9999:9.:92/9:54MIA:\MIAOW 4
To: City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Attn: City Manager
To: Impact Sciences, Inc.
267 West Hillcrest Drive
Thousand Oaks, CA. 91360
Either party may, from time to time, by written
notice to the other, designate a different address
which shall be substituted for the one above
specified. Notices, payments and other documents
shall be deemed delivered upon receipt by personal
service or upon deposit in the United States mail.
L. Nothing contained in this agreement shall be
deemed, construed or represented by the City or
"IMPACT SCIENCES, INC." or by any third person to
create the relationship of principal or agent, or
of a partnership, or of a joint venture, or of any
other association of any kind or nature between the
City and "IMPACT SCIENCES, INC. " .
M. This agreement constitutes the entire agreement of
the parties concerning the subject matter hereof
and all prior agreements or understandings, oral or
written; are hereby merged herein. This agreement
shall not be amended in any way except by a writing
expressly purporting to be such an amendment,
signed and acknowledged by both of the parties
hereto.
N. 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.
O. 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.
1706104:nit:54pf:\SERAr r 5
P. 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 reasonable attorney's fees,
from the losing party, and any judgement or decree
rendered in such a proceeding shall include an
award thereof.
Q. Cases involving a dispute between the City and
"IMPACT SCIENCES, INC. " may be decided by an
arbitrator if both sides agree in writing, with
costs and expenses, including reasonable attorney's
fees, proportional to the judgement of the
arbitrator.
R. 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 on the
terms, conditions or covenants referred to herein
shall be filed in the applicable court in Ventura
County, California.
S. The captions and headings of the various Articles
and Paragraphs of this agreement are for
convenience and identification only and shall not
be deemed to limit or define the content of the
respective Articles and Paragraphs hereof.
IV. RESPONSIBLE INDIVIDUAL,
The individual directly responsible for "IMPACT SCIENCES,
INC." overall performance of the contract provisions
herein above set forth and to serve as principal liaison
between City and Consultant shall be Thomas Worthington.
Upon mutual written agreement of the parties, other
individuals may be substituted in the above capacity.
PPD.:04:92/2:54mAt\:QUIX, 6
V. IMPLEMENTATION
The City shall provide "IMPACT SCIENCES, INC. " with
written notice in advance of the date at which these
services are to be implemented if different than the date
of the agreement.
CITY OF MOORPARK: IMPACT SCIENCES, INC.
i'
By:_ L i
Ul,4
By: .._ - V
Mai President
ATTEST: / ATTEST:
By at �`_f14k 'r' By:irk, � /�
as/r'a F / i Secrecy
41111 i
9 , •
O
O,'IO 1
ppO6:06:SG/]:S6py:\OnAGM[ 7
• • ( RLCECED
� L \ JUH - 9 1992
• IMPACT SCIENCES INC
City of Moorpari,
267 West Flak:est Drive•First Floor
Thousand Oaks.California 91360
Telephone(805)494-6600'FAX(805)494-6681
June 8,1992
City of Moorpark
Community Development Department
799 Moorpark Road .
Moorpark, California 93021
Attn: Mr. Paul Porter
RE: Proposal for Professional Services
Carlsberg Specific Plan Subsequent Environmental Impact Report
Dear Mr.Porter,
Impact Sciences, Inc. is pleased to submit this professional service proposal for the
preparation of a Subsequent Environmental Impact Report (SEIR) for the amended
Carlsberg Specific Plan. It is submitted in response to and addresses all work
requirements identified in our discussions of last week and our on-site reconnaissance.
This project represents a unique opportunity for the City of Moorpark and its
residents. On-going public involvement in light of this Specific Plan's history and
location within the heart of the City, combined with this environmental review
process,would ensure that careful and sensitive environmental planning would occur
in this portion of the City. In response to this goal,the objective of our work scope is
to prepare an SEIR that focuses on site-specific and cumulative impacts which could
be created by the amended plan;our primary goal would be to prepare an SEIR which
•
would enable the city to make a reasoned decision regarding the proposed amendment
• in the time frame indicated by the•City. It is our intent to package this information in
an SEIR that provides the City and its residents with an understandable forecast of
the future environmental condition within the plan area, and compares that future
with the existing condition and/or known standards and the Specific Plan studied in
1990. Successfully completed, this approach can provide the realistic planning and
environmental inputs required by local decision-makers, City staff, and the general
public.
We understand that the scope of the SEIR has been determined through preparation
of an Initial Study (IS). Topics to be addressed in the SEIR include: topography;
drainage/flooding; air quality; biology; noise; land use; population/housing; and
traffic. Attached please find a schedule of estimated costs to complete the SEIR and
associated documents (CEQA notices, staff report, mitigation monitoring plan,
statement of overriding conditions). While it is impossible for us to predict how much
time will be needed to complete such tasks as responses to comments, staff meetings
• and hearings, etc., we estimate that these documents could be completed for
$63,963.00. If additional time and expenses are required to complete this effort, we
r-. will notify the City prior to incurring such costs.
•
ea
Mr.Paul Porter
June 8,1992
Page Two
We are cognizant of the importance of this project to the City of Moorpark and
consequently, will commit the level and quality of effort which characterizes our
firm's work product. We are confident that the energy and skills offered by this team
will result in a truly practical and professionally superior product.
Thank you for your invitation to be considered for this project. Should you have any
questions or comments,please call.
Very truly yours,
c-IMPTCrSCIEN _S C.
r JO
sirl
�vThomaasWorthi ton
Executive Vic' resident
Attachments
• Carlsberg Specific Plan ElR
•
Table 1
COST ESTIMATE
TASK Rate/Hr HOURS COST
CEQA Noticing $70.00 12.0 $840.00
Meetings (7)- $125.00 '14.0 $1,750.00
SCREENCHECK DRAFT ENVIRONMENTAL IMPACT REPORT
Introduction $125.00 1.0 $125.00
Summary $70.00 16.0 $1,120.00
Project Description $125.00 12.0 $1,500.00
Environmental Setting $125.00 6.0 $750.00
Cumulative Project Description $70.00 8.0 $560.00
Technical Sections
- Topography $75.00 8.0 $600.00
' - Air Quality $70.00 16.0 $1,120.00
' - Drainage/Flooding" $75.00 8.0 $600.00
- Biological Resources" $70.00 20.0 $1,400.00
- Noise $70.00 20-0 $1,400.00
- Land Use $75.00 16.0 $1,200.00
- Population/Housing $75.00 16.0 $1,200.00
- Transportation/Parking- $70.00 12.0 $840.00
Impacts Not Found Significant $70.00 8.0 $560.00
AIternatives $125.00 16.0 $2.000.00
Growth Inducement $125.00 1.0 $125.00
Short-Term/Long-Term Impacts $125.00 1.0 $125.00
Irreversible/Irretrievable Impacts $125.0.0 1.0 $125.00
Organizations and Persons Consulted $40.00 2.0 $80.00
References $40.00 2.0 $80.00
Mitigation Monitoring Program $70.00 24.0 $1,680.00
DRAFT ENVIRONMENTAL IMPACT REPORT
Response to City Comments on
Screencheck Draft HR' $97.50 56.0 $5,460.00
FINAL ENVIRONMENTAL IMPACT REPORT
Response to Public Comments* $125.00 40.0 $5,000.00
Statement/ Overriding Considerations $125.00 8.0 $1,000.00
STAFF REPORT
Staff Report Preparation' $97.50 60.0 $5,850.00
Continued Page 1
•
Carlsberg Specific Plan EIR
Table 1 (Cont.)
COST ESTIMATE
TASK Rate/Hr HOURS COST
MANAGEMENT AND OTHER EXPENSES •
Project Management' $125.00 60.0 $7,500.00
Project Coordination' $40.00 40.0 $1,600.00
Clerical $30.00 24.0 $720.00
Graphics $60.00 40.0 $2,400.00
Public Hearings (6)' $125.00 30.0 $3,750.00
General Expenses @ 5%of above $2,653.00
Reproduction (100 Report Copies of 550 Pages @ $0.15/Page)' $8,2350.00
GRAND TOTAL $63,963.00
' This is an estimate only. Additional time would be billed on a time and materials basis as per the
schedule of fees in effect at the time expenses are incurred. Our present fee schedule is attached.
"This analysis would be provided by the applicant for our incorporation into the EIR.
Page 2
IMPACT SCIENCES, INC.
SCHEDULE OF CHARGES
Personnel charges are for work directly related to projects. Charges are made for
technical typing for the preparation of reports and for the time and costs of printing
for the production of reports. Direct charges are not made for secretarial services,
office management,accounting, telephone use, and maintenance since these items are
included in overhead. Charges for personnel services are based on art hourly rate for
time charged to the project. Current personnel classifications and rates are as follows:
Personnel Hourly Rate
President $150.00
Executive Vice President $125.00
Vice President,Project Manager $ 95.00
Senior Project Manager $ 85.00
Project Manager $ 75.00
Staff Specialist HI $ 70.00
Staff Specialist II $ 65.00
Staff Specialist I $ 60.03
Graphic Specialist III $ 65.00
Graphic Specialist I and II $ 60.00
Project Coordinator $ 40.00
Clerical Staff and Assistant $ 30.00
A premium of$10.00 per hour will be added to the hourly rates of non-professional
staff for overtime. Overtime work is defined as time charged to a project in excess of
eight (8) hours per day,and any time worked on weekends, holidays, or night shifts.
Time spent in travel in the interest of the client will be charged at the hourly rate.
When it is necessary for an employee to be away from the office overnight,subsistence
will be charged. Contract personnel will be charged according to the hourly rates for
their category as listed above.
Subcontractors Cost plus 15 percent
Expenses and reproduction charges Cost plus 15 percent
Staff mileage expense $ .30 per mile
Off-road mileage expense $ .60 per mile
FAX Charges $ 1.50 per page
Preparation for court appearances, court appearances, depositions, presentations to
regulatory boards, or other special requests for testimony will be charged at a rate of
$1,200.00 per day plus expenses for each individual attending. The full day rate will
be the minimum charge for any portion of a day.
Effective January 1, 1992
EXHIBIT "B"
AGREEMENT FOR PREPARATION OF SUBSEQUENT EIR AND
PROCESSING OF AMENDED SPECIFIC PLAN AND ENVIRONMENTAL
IMPACT REPORT
Payment terms for costs described in paragraph 1 and 2 of the
Agreement shall be paid as follows:
Prior to execution of the Agreement,
receipt of which is hereby acknowledged
by City $12,886.49
Upon joint execution of the Agreement $ 6,000.00
Monthly payments - City shall invoice Carlsberg by the tenth
(10th) of each month based upon costs incurred as evidenced by
supporting invoices from Impact Sciences, the City Attorney,
the City Engineer and for miscellaneous expenses. The City
shall provided a breakdown of staff hours expended on the
project for the month with hourly rates to support the cost of
staff time.
Final payment - Carlsberg or City will remit the amount due
or refundable, as the case may be, within fifteen (15) days of
the final invoice date.
Payments billed as of the tenth (10th) of the month are due and
payable on the twenty-fifth (25th) of the month. Failure to pay in
a timely manner may result in the suspension of work on the
preparation and processing of the Plan/EIR; provided, however, no
suspension of work shall occur until City provides Carlsberg with
at least ten (10) days written notice of the fact that payment has
not been received by City and allowing Carlsberg an opportunity to
make payment within said time period.
PP06:04:92/2:52Pv:\CAfL.so: 5
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this /7 day of
19613— by and between the City of Moorpark, a
icipal corporation located in the County of Ventura, State of
alifornia, hereinafter referred to as "CITY" and "IMPACT
SCIENCES, INC." a California Corporation, hereinafter referred to
as "IMPACT SCIENCES, INC" .
WITNESSETH
Whereas, City has the need for professional planning services;
Whereas, City desires to contract for such services with a
private consultant in anticipation that said private consultant can
provide such services in a manner acceptable to the City; and
Whereas, "IMPACT SCIENCES, INC." is experienced in providing
such services for municipal corporations and is able to provide
personnel with the proper experience, certifications and background
to carry out the duties involved; and
Whereas, City wishes to retain "IMPACT SCIENCES, INC." for the
performance of said services;
NOW, THEREFORE, in consideration of the mutual convents,
benefits and premises herein stated, the parties hereto agree as
follows:
City does hereby appoint "IMPACT SCIENCES, INC. " in a
contractual capacity to perform the services described under the
heading of "TASK" set forth in Exhibit "1", attached hereto and by
this reference incorporated herein with the authorities, and
responsibilities ordinarily granted to this type of consultant
work.
I. Compensation
The fees in full compensation to "IMPACT SCIENCES, INC."
for the services rendered shall be as set forth in Exhibit "1" .
II. Termination
This agreement may be terminated with or without cause by
City at any time with no less than 10 days written notice of such
termination. In the even of such termination, "IMPACT SCIENCES,
INC." shall be compensated for such services up to the date of
termination. Such compensation for work in progress shall be
prorated as to the percentage of progress completed at the date of
termination.
PPO :04,.2/2:S4paA:\SBACIR 1
This agreement may be terminated by "IMPACT SCIENCES,
INC. " only by providing City with written notice no less than 30
days in advance of such termination.
III. General Conditions
A. City shall not be called upon to assume any
liability for the direct payment of any salary,
wage or other compensation to any person employed
by "IMPACT SCIENCES, INC. " performing services
hereunder for City.
B. "IMPACT SCIENCES, INC. " and shall at all times
remain as to the City a wholly independent
contractor. Neither the City nor any of its
officers, employees, servants or agents shall have
control over the conduct of "IMPACT SCIENCES, INC. "
or of "IMPACT SCIENCES, INC." officers, employees
or agents, except as herein set forth.
"IMPACT SCIENCES, INC." shall not at any time or in
any manner represent that it or any of its
officers, employees or agents are in any manner
employees of the City.
C. At the time of 1) termination of this agreement or
2) conclusion of all work, all original documents,
designs, drawings, reports, logos, diskettes,
computer files, notes and other related materials,
whether prepared by "IMPACT SCIENCES, INC." or its
subcontractor(s) or obtained in the course of
providing the services to be performed pursuant to
this agreement, shall become the sole property of
the City.
D. "IMPACT SCIENCES, INC. " shall hold harmless,
indemnify and defend the City and its officers,
employees, servants and agents serving as
independent contractors in the role of City
Manager, Deputy City Manager, Director of Community
Development or City Attorney from any claim,
demand, damage, liability, loss, cost or expense,
for any damage whatsoever, including but not
limited to death or injury to any person and injury
to any property, resulting from misconduct,
negligent acts, errors or omissions of "IMPACT
SCIENCES, INC. " or any of its officers, employees
or agents in the performance of this agreement,
except such damage as is caused by the negligence
of the City or any of its officers, employees,
servants or agents.
P901204.92/2 Saps*:\sppo,p 2
The City does not, and shall not, waive any rights that it may
have against "IMPACT SCIENCES, INC. " by reason of Paragraph E
hereof, because of the acceptance by the City, or the deposit
with the City, of any insurance policy or certificate required
pursuant to this agreement. This hold harmless and
indemnification provision shall apply regardless of whether or
not said insurance policies are determined to be applicable to
the claim, demand, damage, liability, loss, cost or expense
described in Paragraph D hereof.
E. "IMPACT SCIENCES, INC. " shall secure from a good
and responsible company or companies doing
insurance business in the State of California, pay
for, and maintain in full force and effect for the
duration of this agreement those policies of
insurance required by this paragraph and shall
furnish to the City Clerk of the City certificates
of said insurance on or before the commencement of
the term of this agreement. Notwithstanding any
inconsistent statement in any of said policies or
any subsequent endorsement attached thereto, the
protection offered by the policies shall:
1. Name the City and its officers, employees,
servants and agents serving as independent
contractors in the role of City Manager,
Deputy City Manager, Director of Community
Development or City Attorney, as additional
insured with "IMPACT SCIENCES, INC. " .
2 . Insure the City and its officers, employees,
servants and agents while acting in the scope
of their duties under this agreement against
all claims, demands, damages, liabilities,
losses, costs and expenses arising from, or in
any way connected with, the performance of
this agreement by "IMPACT SCIENCES, INC. " or
the City.
3 . Bear an endorsement or have attached a rider
whereby it is provided that, in the event of
cancellation or amendment of such policy for
any reason whatsoever, the City shall be
notified by mail , postage prepaid, not less
than thirty ( 30) days before the cancellation
or amendment is effective. "IMPACT SCIENCES,
INC. " shall give City thirty (30) days written
notice prior to the expiration of such policy.
4 . Be written on an Occurrence Basis.
PP04O4:92/1:54pp.:\s01sGVr 3
F. Consistent with the provisions of Paragraph E,
"IMPACT SCIENCES, INC. " shall provide general
public liability, including automobile liability
and property damage, insurance in an amount not
less than One Million dollars ($1 ,000,000.00) per
occurrence and annual aggregate.
G. Consistent with the provisions of Paragraph E,
"IMPACT SCIENCES, INC. " shall provide workers'
compensation insurance as required by the
California Labor Code. If any class of employees
engaged by "IMPACT SCIENCES, INC." in work under
this agreement is not protected by the workers'
compensation law, "IMPACT SCIENCES, INC." shall
provide adequate insurance for the protection of
such employees to the satisfaction of the City.
H. "IMPACT SCIENCES, INC. " shall not assign this
agreement, or any of the rights, duties or
obligations hereunder. It is understood and
acknowledged by the parties that "IMPACT SCIENCES,
INC." is uniquely qualified to perform the services
provided for in this agreement.
I. "IMPACT SCIENCES, INC." PROPOSAL FOR ENVIRONMENTAL
AND PLANNING SERVICES DATED JUNE 8, 1992,
consisting of an RFP and response, is hereby
incorporated into this agreement. Where said RFP
and response are modified by the agreement, the
language contained in the agreement shall take
precedence.
J. Payment to "IMPACT SCIENCES, INC." shall be made by
City within 30 days of receipt Of invoice, except
for those which are contested or questioned and
returned by City, with written explanation within
30 days of receipt of invoice. "IMPACT SCIENCES,
INC." shall provide to City a written response to
any invoice contested or questioned and further,
upon request of City, provide City with any and all
documents related to any invoice.
K. 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:
PP06:04:90/2:54pS:\s9LAGMl 4
To: City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Attn: City Manager
To: Impact Sciences, Inc.
267 West Hillcrest Drive
Thousand Oaks, CA. 91360
Either party may, from time to time, by written
notice to the other, designate a different address
which shall be substituted for the one above
specified. Notices, payments and other documents
shall be deemed delivered upon receipt by personal
service or upon deposit in the United States mail.
L. Nothing contained in this agreement shall be
deemed, construed or represented by the City or
"IMPACT SCIENCES, INC." or by any third person to
create the relationship of principal or agent, or
of a partnership, or of a joint venture, or of any
other association of any kind or nature between the
City and "IMPACT SCIENCES, INC." .
M. This agreement constitutes the entire agreement of
the parties concerning the subject matter hereof
and all prior agreements or understandings, oral or
written, are hereby merged herein. This agreement
shall not be amended in any way except by a writing
expressly purporting to be such an amendment,
signed and acknowledged by both of the parties
hereto.
N. 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.
O. 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.
vwc,a. wmsmwK7 5
P. 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 reasonable attorney's fees,
from the losing party, and any judgement or decree
rendered in such a proceeding shall include an
award thereof.
Q. Cases involving a dispute between the City and
"IMPACT SCIENCES, INC." may be decided by an
arbitrator if both sides agree in writing, with
costs and expenses, including reasonable attorney's
fees, proportional to the judgement of the
arbitrator.
R. 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 on the
terms, conditions or covenants referred to herein
shall be filed in the applicable court in Ventura
County, California.
S. The captions and headings of the various Articles
and Paragraphs of this agreement are for
convenience and identification only and shall not
be deemed to limit or define the content of the
respective Articles and Paragraphs hereof.
IV. RESPONSIBLE INDIVIDUAL
The individual directly responsible for "IMPACT SCIENCES,
INC." overall performance of the contract provisions
herein above set forth and to serve as principal liaison
between City and Consultant shall be Thomas Worthington.
Upon mutual written agreement of the parties, other
individuals may be substituted in the above capacity.
prom:04:,2/2:SapYi act[ 6
r
V. IMPLEMENTATION
The City shall provide "IMPACT SCIENCES, INC. " with
written notice in advance of the date at which these
services are to be implemented if different than the date
of the agreement.
CITY
OF MOORPARK: IMPACT SCIENCES, INC.
By: :.—mot- V
May President
ATTEST: ATTEST:
By _ '_. �_ �ia � By: _..Ili
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PPO4:04:up:s4y.a:\5 ACC? 7