HomeMy WebLinkAboutAGENDA REPORT 1997 0618 CC REG ITEM 10JA G E N D A R E P O R T
C I T Y O F M O 0 R P A R K
TO: The Honorable City Council
FROM: Nelson Miller, Director of Community Developme,"""
Deborah S. Traffenstedt, Senior Planner I <D!57'
DATE: June 10, 1997 (CC Meeting of 6- 18 -97)
SUBJECT: CONSIDER NEW AGREEMENT WITH HIDDEN CREEK RANCH PARTNERS (HCRP)
AND PROFESSIONAL SERVICES AGREEMENT WITH BONTERRA CONSULTING
FOR COMPLETION OF AN ENVIROMIENTAL IMPACT REPORT AND PROVISION
OF RELATED SERVICES FOR THE HIDDEN CREEK RANCH SPECIFIC
PLAN /SPECIFIC PLAN NO. 8 PROJECT
RAN
'• w
An Agreement was executed on January 12, 1994, between the City and HCRP
for the City to hire Michael Brandman Associates (MBA) to prepare the
Environmental Impact Report (EIR) for the Specific Plan No. 8 Project and
to provide related services, including staff support. The Professional
Services Agreement between the City and MBA was also executed on January
12, 1994. Effective May 21, 1997, MBA terminated its Professional
Services Agreement with the City. A proposal has been received from
BonTerra Consulting for completion of the environmental and associated
tasks for Specific Plan No. 8. The Managing Principal and Senior
Planner /Manager for BonTerra Consulting were previously employed by MBA,
were directly involved in the Hidden Creek Ranch Specific Plan EIR
preparation, and attended the Planning Commission public hearings.
BonTerra's Managing Principal's hourly rate is actually slightly less
than what MBA charged ($115 an hour versus $125), and the rate for the
Senior Planner /Manager is the same ($95 an hour). For these reasons,
BonTerra Consulting is the only firm under consideration for completion
of the Final EIR, and the applicant concurs with their selection.
DISCUSSION
Attached to this report is a proposed new draft Agreement with HCRP and
a Professional Services Agreement with BonTerra Consulting. Both the
Agreement with HCRP and the Professional Services Agreement with BonTerra
include the provisions already approved as part of the original
agreements with HCRP and MBA, as well as the applicable provisions from
the approved addendums to those agreements. For example, the proposed
DST c: \1- m \sp- 8 \cc6- 1897.agr
OW17{5
Specific Plan No. 8 EIR Agreements
To: Honorable City Council
June 10, 1997
Page 2
HCRP Agreement includes Specific Plan Reimbursement Fee language
(reference Article III, page 3 of HCRP Agreement), and an agreement for
a certification decision deadline for the EIR (reference Article V, page
4, of HCRP Agreement). The original agreed upon date for an EIR
certification decision was October 18, 1995; however, that date was
extended to January 23, 1998, due to late payment by the applicant for
EIR related costs.
The Scope of Work included as an Exhibit to the attached Professional
Services Agreement identifies a total labor and direct expenses total of
$69,973 to complete the Final EIR and provide related services. Given
that the amount of money previously paid to the City by HCRP, but not yet
expended for payment of MBA invoices, totals $49,612.20, the total
additional required deposit will consist of $20,360.80 for BonTerra's
scope of work and $3,054.12 for the City's administrative fee (reference
Article II, page 3, of HCRP Agreement).
RECOMMENDATION
Authorize the City Manager to sign the Agreement Between City of Moorpark
and Hidden Creek Ranch Partners L.P. for Completion of An Environmental
Impact Report and Provision of Related Services for the Hidden Creek
Ranch Specific Plan /Specific Plan No. 8 Project, and the Professional
Services Agreement Between City of Moorpark and BonTerra Consulting for
Completion of an Environmental Impact Report and Provision of Related
Services for Hidden Creek Ranch Specific Plan /Specific Plan No. 8
Project.
Attachments:
1. HCRP Agreement
2. BonTerra Professional Services Agreement (including Scope of Work)
DST c: \1- m \sp- 8 \cc6- 1897.agr
AGREEMENT BETWEEN CITY OF MOORPARK AND HIDDEN CREEK
RANCH PARTNERS L.P. FOR COMPLETION OF AN
ENVIRONMENTAL IMPACT REPORT AND PROVISION OF
RELATED SERVICES FOR THE HIDDEN CREEK RANCH
SPECIFIC PLAN /SPECIFIC PLAN NO. 8 PROJECT
THIS AGREEMENT, made and entered into this day of , 1997,
by and between the CITY OF MOORPARK, a municipal corporation located in
the County of Ventura, State of California ( "City ") and HIDDEN CREEK
RANCH PARTNERS L.P., a California limited partnership ("HCRP").
W I T N E S S E T H
WHEREAS, HCRP is the majority owner of property located in the
County of Ventura, within the City of Moorpark Area of Interest and the
area identified as Specific Plan No. 8 on the City's General Plan land
use map, and the Assessor's Parcel Numbers and estimated acreage for that
property are as follows: 500 -0 -120 -035 (27.47 acres), 500 -0- 120 -055
(3.82 acres), 500 -0 -120 -065 (4.26 acres), 500 -0- 170 -135 (296.35 acres),
500 -0- 170 -205 (25.62 acres), 500 -0 -170 -255 (85.99 acres), 500 -0- 170 -295
(44.31 acres), 500 -0 -180 -045 (640.00 acres), 500 -0- 180 -055 (640.00
acres), 500 -0 -180 -075 (632.00 acres), 500 -0 -180 -105 (60.76 acres), 500 -0-
180 -115 (571.24 acres), 500 -0- 281 -165 (26.59 acres), 500 -0- 281 -185 (14.83
acres), 500 -0 -281 -195 (40.69 acres), 500 -0- 292 -065 (211.29 acres), 500 -0-
292 -135 (39.37 acres), 615 -0 -110 -205 (115.68 acres), 615 -0 -110 -215
(255.99 acres), 615 -0- 150 -185 (17.34 acres); and
WHEREAS, in November 1993, HCRP submitted its formal application to
the City for a specific plan, zone change, and General Plan amendment;
and
WHEREAS, an Agreement was executed on January 12, 1994, between the
City and HCRP for preparation of an environmental impact report and
provision of related services, and a Professional Services Agreement was
executed between the City and Michael Brandman Associates (MBA), whereby
MBA was retained by the City to prepare the environmental impact report
and perform related services for the Specific Plan No. 8 Project; and
WHEREAS, MBA has terminated its Professional Services Agreement with
the City effective May 21, 1997; and
WHEREAS, the City and HCRP both jointly agree that the remaining
tasks for environmental impact report preparation and related services
will now be completed by BonTerra Consulting ( "BonTerra "); and
WHEREAS, upon execution of this Agreement by City and HCRP, City
intends to enter into a Professional Services Agreement with BonTerra,
whereby BonTerra shall be retained by City to complete the environmental
dst C: \1- m \SP- 8 \agr2HCRP.eir 1
impact report and perform related services for the Specific Plan No. 8
Project, and the BonTerra Professional Services Agreement ( "BonTerra
Agreement ") is attached hereto and incorporated herein as Exhibit "111;
and
WHEREAS, upon execution of this Agreement by City and HCRP, HCRP
shall be responsible for payment of all costs associated with the
BonTerra Agreement as well as costs for City administration of the
BonTerra Agreement and related preparation, review, and processing of an
environmental impact report, as identified herein and within Exhibit "1"
of this Agreement.
WHEREAS, HCRP and the City acknowledge that the provisions of
Chapter 4.5 of Division 1 of Title 7 of the Government Code (Section
65920 et sea.) are inapplicable, because approval of Specific Plan No.
8 and the requested General Plan amendment and zone change requires
legislative, rather than adjudicatory actions by the City Council;
NOW, THEREFORE, in consideration of the mutual covenants, benefits
and premises contained herein, the parties agree as follows:
I. CITY COSTS
HCRP shall pay City for one hundred percent (100 %) of any City costs
related to administering, preparing, reviewing, and processing the
environmental impact report, specific plan, and any other
entitlements requested by HCRP for the Specific Plan No. 8 project.
City will inform HCRP of additional costs anticipated for ninety
(90) days, when eighty percent (80 %) of the total Specific Plan No.
8 Project deposit has been expended. HCRP shall then make a
supplemental deposit, based on the City's ninety (90) day estimate,
within thirty (30) days of receipt of invoice. In no case shall the
amount on deposit with the City to pay for City costs be less than
$7,000.00, to allow for payment of City costs in the event of
termination of this Agreement by HCRP.
City shall invoice HCRP, based upon City contract staff costs
incurred for the Specific Plan No. 8 Project, as evidenced by
supporting invoices from the City Attorney, City Engineer, and any
other consultants or staff under direct contract to the City.
Consistent with the City's adopted Schedule of Land Development
Preliminary Processing Fee Deposits, HCRP shall pay cost plus
fifteen percent (15 %) for contract Planning staff. HCRP shall pay
to the City cost plus thirty percent (30 %) for City Engineer staff
work.
Payment by HCRP to the City shall be made within thirty (30) days
of receipt, by either facsimile or mail, of a City invoice, except
dst C: \1- m \SP- 8 \a9rr2HCRP.eir 2
for those invoices which are contested or questioned by HCRP and
returned to the City with written explanation within ten (10) days
of receipt of invoice. City shall provide to HCRP a written
response to any invoice contested or questioned. Failure of HCRP
to pay within thirty (30) days of receipt of the City's invoice, or
written response to any invoice contested or questioned, may result
in the termination or suspension of work on the preparation and
processing of the environmental impact report and specific plan, and
related entitlement applications, consistent with Article IV of this
Agreement.
II. COSTS OF BONTERRA AGREEMENT
HCRP shall pay to City all costs incurred by City in strict
accordance with the BonTerra Agreement; provided, however, that such
costs shall not exceed $80,468.95 (includes $69,973 for BonTerra
costs and $10,495.95 for the City's administrative fee), without the
prior written agreement of HCRP and the City of the changes in the
scope of work for the BonTerra Agreement which result in the
increase of said cost. Prior to execution of the Professional
Services Agreement with BonTerra, HCRP shall submit to the City a
deposit for the additional budget requested by BonTerra for new
tasks, which exceeds the amount already deposited for the terminated
MBA Professional Services Agreement. The additional deposit shall
consist of $20,360.80 for BonTerra's scope of work and $3,054.12 for
the City's administrative fee.
III. SPECIFIC PLAN REIMBURSEMENT FEE
Concurrently with the adoption of Specific Plan No. 8 by the City
Council, in accordance with Section 65456 of the Government Code,
the City agrees to impose a specific plan reimbursement fee upon all
persons seeking future governmental approvals which are required to
be consistent with Specific Plan No. B. The fees shall be
established so that, in the aggregate, they defray, but as estimated
do not exceed, the cost of preparation, adoption and administration
of the specific plan, including the cost of preparation of the
environmental impact report. The fee charged shall be pro rated in
accordance with the future applicant's relative benefit derived from
the specific plan, as determined by City. The City shall collect
the reimbursement fee upon acceptance of the filing of an
entitlement application for any property located within the Specific
Plan No. 8 area that is not owned by HCRP. After collection, the
reimbursable portion of said fee shall be forwarded to HCRP by the
City within sixty (60) days.
dst C: \2- m \SP- 8 \agr2HCRP.eir 3
'_u_ • •- -_U •
This Agreement may be terminated by HCRP at any time and for any
reason, upon giving the City notice of termination of this
Agreement, and the City shall, within ten (10) working days of
receipt of said notice from HCRP, exercise its right to terminate
the Professional Services Agreement pursuant to Article III of the
Professional Services Agreement. In the event HCRP exercises its
right to terminate, HCRP agrees that it will compensate the City for
all work completed in accordance with the Professional Services
Agreement as well as for all work performed by City staff, City
contract employees and consultants, up to the date of termination
of this Agreement and the Professional Services Agreement.
Compensation for work in progress shall be prorated as to the
percentage of progress completed at the date of termination.
This Agreement may be terminated or suspended, with or without
cause, by the City at any time with no less than ten (10) working
days written notice of such termination or suspension. In the event
of such termination or suspension, HCRP shall compensate the City
for all work completed in accordance with the Professional Services
Agreement as well as for all work performed by City staff, City
contract employees and consultants, up to the later date of
termination or suspension of both this Agreement and the
Professional Services Agreement. Compensation for work in progress
shall be prorated as to the percentage of progress completed at the
date of termination or suspension.
V. ENVIRONMENTAL IMPACT REPORT CERTIFICATION AND SPECIFIC PLAN APPROVAL
In no event or circumstance, shall this Agreement be deemed to
require City certification of the environmental impact report
prepared by MBA and BonTerra for the Specific Plan No. 8 Project or
approval of the Specific Plan document prepared by HCRP's
consultant.
The City shall make a certification decision for the Specific Plan
No. 8 Project EIR by January 23, 1998, with the exception that for
every one day that HCRP is late in submitting payment to City, the
time period shall be extended by two days. A payment will be
considered late if a check for the full amount of an invoice is not
submitted to the City within 30 calendar days following HCRP's
receipt of invoice, pursuant to payment terms addressed in this
Agreement. Receipt of invoice by either facsimile or mail would
initiate the 30 -day time period for payment of invoice.
dst C: \1- m \SP- 8 \agr2HCRP.eir 4 Owl-so
VI. COPIES OF WORK PRODUCT
HCRP shall have a right to receive from the City, at its sole
discretion and cost, copies of all completed BonTerra work products
as identified in Exhibit 11111, with the exception of draft staff
reports. One copy of all final approved staff reports will be
provided to HCRP following distribution to the appropriate decision -
making body for a scheduled public meeting, workshop, or hearing.
VII. 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.
VIII.GOVERNING LAW
This Agreement shall be governed by, and construed in accordance
with the laws of the State of California.
IX. 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.
X. SUCCESSORS, ASSIGNS
This Agreement shall be binding upon and inure to the benefit of all
heirs, successors, and assigns.
XI. TERM OF AGREEMENT
The term of this Agreement shall be the time period required to
complete all of the work tasks identified in Exhibit 111" of this
Agreement, and for a one -year period following completion of all
such tasks, unless this Agreement is terminated pursuant to Article
III herein, in which case the term of this Agreement shall include
a one -year period following termination or suspension.
XII. MISCELLANEOUS PROVISIONS
A. HCRP, including any affiliated company, partnership, or
corporation, agrees not to hire BonTerra, MBA, Leighton and
Associates, W & S Consultants, and Associated Transportation
Engineers, or any other subcontractors retained by BonTerra,
or its affiliated companies, partnerships or corporations, in
dst C: \1- m \SP- 8 \agr2HCRP.eir 5
ft
fulfillment of BonTerra's Agreement with the City to perform
any work during the term of this Agreement and for a one -year
period following termination or suspension of this Agreement,
without the prior written consent of the City.
B. HCRP shall hold harmless, indemnify and defend the City and
its officers, employees, servants, agents, and independent
contractors who serve in the role of City Manager, Deputy City
Manager, Director of Community Development, City Engineer, 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 HCRP or any of its officers, employees or agents
in the performance of this Agreement, except such damage as is
caused by the sole negligence of the City. HCRP shall also
hold harmless the City and its officers, employees, servants,
agents, and independent contractors who serve in the role of
City Manager, Deputy City Manager, Director of Community
Development, City Engineer, 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 MBA or
any of its officers, employees or agents in the performance of
the BonTerra Agreement, except such damage as is caused by the
sole negligence of the City.
C. 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: Director of Community Development
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
To: Gary Austin
Hidden Creek Ranch Partners
959 South Coast Drive, Suite 490
Costa Mesa, CA 92626
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,
dst C:\1- m\SP- 8�a9r2HCRP.eir 6
• A
payments and other documents shall be deemed delivered upon
receipt by personal service or as of the second (2nd) day
after deposit in the United States mail.
D. Nothing contained in this Agreement shall be deemed, construed
or represented by the City or HCRP 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 HCRP.
E. 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.
F. 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.
G. 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.
H. 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 judgment or decree rendered in such a proceeding shall
include an award thereof.
I. Cases involving a dispute between the City and HCRP may be
decided by an arbitrator if both sides agree in writing, with
costs proportional to the judgment of the arbitrator.
J. 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
dst C: \1- m \SP- 8 \agr2HCRP.eir 7
�1pp1,83
herein shall be filed in the applicable court in Ventura
County, California.
K. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
CITY OF MOORPARK: HIDDEN CREEK RANCH PARTNERS L.P.
California Limited Partnership
BY East Ventura Hills Partners L.P.
a California Limited Partnership,
General Partner
BY Messenger Investment Company
a California Corporation
General Partner:
BY BY
Steven Kueny
City Manager
ATTEST:
BY
William S. Messenger Jr.
President
Lillian E. Hare
City Clerk
Exhibit 1: Professional Services Agreement Between City of Moorpark
and Bonterra Consulting for Completion of an
Environmental Impact Report and Provision of Related
Services for Hidden Creek Ranch Specific Plan /Specific
Plan No. 8 Project
dst C: \1- m \SP- 8 \agr2HCRP.eir
VrV�
PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MOORPARK
AND BONTERRA CONSULTING FOR COMPLETION OF AN ENVIRONMENTAL
IMPACT REPORT AND PROVISION OF RELATED SERVICES FOR
HIDDEN CREEK RANCH SPECIFIC PLAN /SPECIFIC PLAN NO. 8 PROJECT
THIS AGREEMENT, made and entered into this day of ,
1997, by and between the City of Moorpark, a municipal corporation
located in the County of Ventura, State of California, hereinafter
referred to as "CITY" and BonTerra Consulting, a California corporation,
hereinafter referred to as "CONSULTANT ".
W I T N E S S E T H
WHEREAS, City has the need for professional environmental
compliance, planning, and resources management services related to the
preparation of an environmental impact report and related services for
the Specific Plan No. 8 project; and
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, Consultant is experienced in providing such services and
is able to provide personnel with the proper experience, certifications
and background to carry out the duties involved; and
WHEREAS, Consultant has submitted to City a Proposal dated June 10,
1997, and attached hereto as Exhibit A; and
WHEREAS, City wishes to retain Consultant for the performance of the
services identified in Exhibit A;
WHEREAS, prior to execution of this Agreement, the City intends to
enter into an Agreement with the Specific Plan No. 8 applicant, Hidden
Creek Ranch Partners L.P., a California Limited Partnership, requiring
the applicant to pay to City all costs incurred by City in strict
accordance with the Consultant's Professional Services Agreement and
Proposal;
NOW, THEREFORE, in consideration of the mutual covenants, benefits
and premises herein stated, the parties hereto agree as follows:
I. SCOPE OF WORK
City does hereby retain Consultant in a contractual capacity to
provide environmental compliance, planning, resource management, and
P-11- mional Seruieee Jdyraemeal / aye /
City o/ Moorpark
c: \1- m \sp- 8 \agr- bt.eir 1085
related services for the Specific Plan No. 8 Project, as set forth in
Exhibit A, which exhibit is attached hereto and hereinafter referred to
as the "PROPOSAL." Where said Proposal is modified by this Agreement,
or in the event there is a conflict between the provisions of said
Proposal and this Agreement, the language contained in this Agreement
shall take precedence.
II.
The fees in full compensation to Consultant for the services
rendered shall be as set forth in the Proposal, for an amount not to
exceed $69,973, without the prior written agreement of the City Manager
of the City of Moorpark and the Consultant of the changes in the scope
of work, which result in the increase of said cost. Payment by the City
to the Consultant shall be in accordance with the provisions of Article
V, Paragraph L, of this Agreement.
III. TERMINATION OR SUSPENSION
This Agreement may be terminated or suspended with or without cause
by City at any time with no less than ten (10) working days written
notice of such termination or suspension. This Agreement may be
terminated by Consultant only by providing City with written notice no
less than thirty (30) days in advance of such termination. In the event
of such termination or suspension, Consultant shall be compensated for
such services up to the date of termination or suspension. Such
compensation for work in progress shall be prorated as to the percentage
of progress completed at the date of termination or suspension.
The term of this Agreement shall be the time period required to
complete all of the work tasks identified in Exhibit "A" and for a one -
year period following completion of all such tasks, unless this Agreement
is terminated or suspended pursuant to Article III herein, in which case
the term of this Agreement shall include a one -year period following
termination or suspension.
08001V - .Z_�_ 6
A. 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, no person
having such interest shall be employed by them as an officer, employee,
agent, or subcontractor. Consultant further covenants that Consultant
has not contracted with nor is performing any services directly or
P1.1seeio— s—i"d _49--t Pay. 2
cily o /Voo F-4
c: �1-m\sp-8\agr-bt. eir �
indirectly, with the developer(s) and /or property owner(s) and /or firm(s)
and /or partnerships and /or public agency(ies) owning property and /or
processing an entitlement application for property in the City or its
Area of Interest and further covenants and agrees that Consultant and /or
its subcontractors 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, prior to completion of the term of this Agreement.
B. Consultant agrees not to provide environmental compliance,
land use planning, resource management, or related services for any
individual, partnership, or corporation, including any affiliated
company, partnership, or corporation owning property within the area
designated as Specific Plan No. 8 in the City's General Plan, without the
prior written consent of the City, during the term of this Agreement and
for a one -year period following the termination, suspension, or
completion of this Agreement.
C. 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 Consultant performing services hereunder for City.
D. Consultant is, 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 Consultant or of Consultants officers, employees or agents,
except as herein set forth. 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 employees of the City.
E. At the time of 1) termination of this Agreement or 2)
conclusion of all work, all original documents, designs, drawings,
reports, calculations, diskettes, computer files, notes, and other
related materials whether prepared by Consultant or their
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. Any computer files provided to the City shall use IBM
compatible, Word Perfect for Windows version 6.1 word processing
software, on a 3.5 -inch diskette.
F. Consultant shall hold harmless, indemnify and defend the City
and its officers, employees, servants and agents and independent
contractors who serve in the role of City Manager, Deputy City Manager,
Director of Community Development, City Engineer, 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, or in any way
P- 4ionaL services /tea e 3
City of /1/ao park y
c: \1- m \sp- 8 \agr- bt.eir OW�
connected with the performance of this Agreement by Consultant or the
City, except such damage as is caused by the sole negligence of the City.
The City does not, and shall not, waive any rights that it may
have against Consultant 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 or whether
or not said insurance policies are determined to be applicable to the
claim, demand, damage, liability, loss, cost or expense described in
Paragraph E hereof.
G. Consultant 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
the 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
and independent contractors serving in the role of City
Manager, Deputy City Manger, Director of Community
Development, City Engineer, or City Attorney, as additional
insured with Consultant.
2. 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.
Consultant shall give city thirty (30) days written notice
prior to the expiration of such policy.
3. Be written on an occurrence basis.
H. Consistent with the provisions of Paragraph F, Consultant
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.
I. Consistent with the provisions of Paragraph F, Consultant
shall provide workers' compensation insurance as required by the
California Labor Code. If any class of employees engaged by Consultant
in work under this Agreement is not protected by the workers'
P-Addio" se k.6 pay. 4
C4 o/
c: \1- m \sp- 8 \agr- bt.eir woisb
compensation law, Consultant shall provide adequate insurance for the
protection of such employees to the satisfaction of the City.
J. 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.
K. The language contained in this Agreement shall take precedence
over the language contained in any exhibit to this Agreement.
L. Payment to Consultant shall be made by City within thirty (30)
days of receipt of invoice, except as otherwise provided for in this
Paragraph L. Payment to Consultant shall not be made by City within
thirty (30) days for any invoice which is contested or questioned and
returned by City with written explanation within thirty (30) days of
receipt of invoice. Consultant shall provide to City a written response
to any invoice contested or questioned, and further, upon request of
City, shall provide City with any and all documents related to any
invoice. Invoices shall only be submitted to City by Consultant
following completion of each task or sub -task identified in Exhibit "A ",
and the City reserves the right to request that the written work product
be submitted prior to payment of a submitted invoice.
If insufficient funds are contained in the Project trust account to
pay in full a Consultant invoice that is not contested or questioned, the
City shall make a partial payment based on available funds within 30
days. The City shall then forward an invoice to the Specific Plan No.
8 Project applicant requesting that additional funds be submitted to pay
the remainder amount from any Consultant invoice that was not paid in
full due to insufficient funds, and requesting additional funds to return
the environmental impact report deposit amount in the Project trust
account to the original balance within 30 days. Following receipt of an
additional environmental impact report deposit from the Specific Plan No.
8 applicant, the City shall then pay the remainder amount from any
Consultant invoice that was not paid in full due to insufficient funds
in the Project trust account.
M. 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: Director of Community Development
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Pro/eAl 0" serviced /image 5
City o/ II/oorparh
c: \1- m \sp- 8 \agr- bt.eir QWj26JJ�L;2)9
To: Joan Patronite Kelly
BonTerra Consulting
20321 Birch Street, Suite 201
Newport Beach, CA 92660
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 second (2nd) day after deposit in the United States mail.
N. Nothing contained in this Agreement shall be deemed, construed
or represented by the City or Consultant 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 Consultant.
0. This Agreement constitutes the entire agreement of the parties
concerning the subject matter hereof and all prior agreements or
understanding, 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.
P. 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.
Q. No waiver of any provisions 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 provisions. No waiver shall be binding, unless
executed in writing by the party making the waiver.
R. 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.
S. Cases involving a dispute between the City and Consultant may
be decided by an arbitrator if both sides agree in writing, with costs
proportional to the judgement of the arbitrator.
P-Ad i—1 Sewicee Ar 6
City a/ M— P-4
c: \1- m \sp- 8 \agr- bt.eir O
T. 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 Venture County, California.
U. 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.
VI. RESPONSIBLE INDIVIDUAL
The individual directly responsible for Consultant overall
performance of the Agreement provisions herein above set forth and to
serve as principal liaison between City and Consultant shall be Joan
Patronite Kelly. Upon mutual written agreement of the parties, other
individuals may be substituted in the above capacity.
The City's contact persons in charge of administration of this
Agreement, and to serve as principal liaison between Consultant and City,
shall be the Director of Community Development and Senior Planner.
VII. IMPLEMENTATION
The City shall provide Consultant 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: BONTERRA CONSULTING:
Steven Kueny
City Manager
ATTEST:
Lillian E. Hare, City Clerk
Joan Patronite Kelly
Managing Principal
Exhibit A: Scope of Work, Specific Plan No. 8 - Hidden Creek Ranch
Final EIR and Staff Support Services dated June 10, 1997
pro /emionai s—i-j A—nl pay. 7
City o/ M.7-4
c: \1- m \sp- 8 \agr- bt.eir WVul:
AWTffmConsulling
An Environmental PlanninglResource Managemew Corporatlon
Date: June 10, 1997
To: Deborah Traffenstedt
From: Joan Kelly
Fax Tramt Cover Skeet
Fax No: 805 -529 -8270
7I
Re: Tranariittal of Revised Scope of Work and Proposed FNS for Compfelieon of the
5 vyka vwtal and Amciated Tasks for Speac Plan No. 8
Dear Debbie:
Enclosed is the revised scope of work for Specific Plan No. 8, Hidden Creek Ranch and the
associated fees. The fees are based on the following hourly rates:
Joan Kelly, Project Director $115.00
Dana Privitt- Arita, Project Manager 95.00
Word Processing /Clerical 55,00
The Scope of work has been revised to read that Task 6, project management, general
coordination, and meetings and Task 7, preparation of staff reports will be invoiced on a
monthly basis, as will the direct expenses. All other tasks will be invoiced upon completion of
task.
We look forward to moving forward with this project. If there is anything else you need from
BonTerra before the City Council meeting, please let me know.
Joan
10111 Birch %rek Srke 101, New rt Beach, Gal ,
Po (Jbrnfa - 710 -f�3 -9320 4,(frc�e 114 -�, 3 91.1 Facsimile
SCOPE OF WORK
SPECIFIC PLAN NO.8 - HIDDEN CREEK RANCH
FINAL EIR AND STAFF SUPPORT SERVICES
Task 1: Revision and Distribution of Final EIR
Approach' The City of Moorpark has not yet determined whether the Final EIR will be updated and
recirculated. If a revised Final EIR is determined to be necessary, BonTer a Consulting will revise
the Final ETA based on revisions to the project since the Final EIR was circulated. BonTerra will
then distribute a revised Final EIR to the parties Which commented on the Draft Elk Project
revisions proposed by the applicant will be ntcoxFomted to ft extent warranted and approved by
City of Moorpark staff.
Products: 1. 100 copies of the Final EIR, consisting Of the revised drab EIR teat, with an appendix
containing the responses to comments on the draft EIR
2. Distribution by regular mail of up to 50 copies to parties commenting on the draft EIR.
3. One (1) unbound reproducible copy of the Final EIR
Task 2: Revision of the Mitigation Monitoring Report
Approach: BouTerra will revise the previously prqxrod Mitiga 0n Monitoring Program OMW), based on the
previous submittal, and antieipated*nding modifications to the prgaM designed to ensure
compliance with adopted mitigation requirements during project implementation. The MMP will
address specific significant impacts and conditions of approval adopted as a part of the project
The MAR' will include the following information: Introduction and Purpose of the program, Roles
and Responsibilities. Monitoring and Reporting Procedures, and Mitigation Monitoring plan.
BonTerra will coordinate with the City of Moorpark staff to refine the MW after review of the draft
MMP.
Products: 10 copies of the Revised Draft MMP.
Task 3: Final Mitigation Monitoring Report
Approach: A final MW will be prepared after approval of the project by City Council to reflect changes to
mitigation measures made by the Moorpark City Council.
Products: 1. Final NW, prepared after approval of the project by the City Council.
2. One (1) reproducible copy of the Final MMP.
Task 4: Revised Findings of Fart Required by Sections 15091 and 15093 of the State CEQA
Guidelines
Approach: 1. BonTerra will Fgmae revised draft findings for each significant effect identified in the FIR
and the applicant's revisions approved by the city.
0002.ua
BonTerra will consult with the Community Development Department after review of the
draft findings and will then finalize them. The Community Development Department will
submit the findings for review to the City Attorney and transmit the City Attorney's
comments to BonTerra.
The final Seotion 15091 Findings and the Statement of Overriding Considerations will be
submitted to the City of Moorpark for adoption.
Products: 1. Five (5) copies of the revised draft findings and Statement of Overriding Considerations,
One (1) reproducible Copy of the final Findings and Statement of
Overriding Consideration.
Task S: Preparation of the Notice of Determination
Approach: Bodl'erm will prepare the project Notice of Determ Lnauon (NOD) within one working day of project
approval by the City of Moorpark. The NOD will be submitted to the city for filing.
Products: One (1) reproducible copy of the NOD
Task 6: Project Management, General Coordination, and Meetings
Approach: 1. BonTerra will manage the CEQA compliance program for the project and the Final EIR
prepatation effort by maintaining close commiumicafton with city staff and the EIR project
team to ensure compliance with the scope of work, schedule, and budget.
2. BonTerra will communicate, as necessary, with project team members and city staff to
coordinate the team's work and provide management liason between project team and the
City of Moorpark for communication of issues, transmittal of comaiQmts, clarification of
direction, financial management, and other project management matters.
3. Up to four project meetings will be attended by the project manager and four meetings by,
the principal- in-charge (not necessarily coincident). BonTerra will notify the city of any
planned contact with the applicant or any members of the applicant's planning teaom. Any
meetings to be held with the applicant or members of the applicant's planning team will be
held at the city hall in Moorpark, if desired by the City.
4. Up to four public hearings/moetings will be attended by the project manager and four
meetings by the principal -in- charge (not necessarily coincident). This will include
presentation to the Planning Commission and/or City Council, as requested.
5 • Project management, meetings, and bearings (Task 6 efforts) will be invoioad on a monthly
basis.
Products: 1. Attendance at up to four project meetings each for the project manager and princi l -in-
9626463 PAGE.03
Task 7: Preparation of Staff Reports
Approach: 1. BonTerra will prepare staff reports to the Moorpark Planning Commission (if any
additional nue the Planning Com=ssion are held) and City Council on the actions
relatod to the Specific Plan and EIR These staff reports will follow the standard format and
content requirements of the City of Moorpark Community Development staff reports,
2. Draft reports will be prepared for review and approval of the Community Development
Director. Revisions will be made as necessary and the r+cports will be finalized. Additional
staff reports will likely be required due to continuances and requests for addltlonal
information from both decision making bodies. Accordingly, this scope provides for the
preparation of up to four stafrcports.
3. BonTerra will invoice the City at the completion of each staff report.
Products: I. Preparation of up to four (4) draft staff reports to the Planning Commission and City
Council for review aby the Community Development Director.
2. Final staff reports revised in response to comments from the Community Development
Director. One (1) reproducible copy and one (1) copy on a computer disk will be provided
to the city
Task 8: Draft Biological Report for Planning Unit 45
Approach: This task involves preparing a draft biological report for P.U. 45 at the east end of SP No. 8. This
P.U. had originally been proposed for permanent open space. The applicant is requesting a zoning
designation that would permit a golf course on a portion of P.U. 45; the remainder of P.U. 45 would
be left as natural open space.
Products: A draft report describing the results of the biology survey in P.U. 45, including a vegetation map.
This report will be summarized and included in the "New Document'."
Task 9: Anal Biological Report for Planning Unit 45
Approach: The Biological Report for Planning Unit 45 will be revised based on review by city staff and on
revisions proposed by the applicant and approved by the city for inclusion in Specific Plan No. 8,
Products: 1. A Final Biological Report for Planning Unit 45.
2. One (1) reproducible copy of the Final Biological Report for Planning Unit 45.
Refer to Task 15,
oouluiS
Task 10: Addition to Traffic Study (by Austi,n_Foust Associates) Summarized by BonTerra Consulting
and Documentation of Traffic Resolution
Approach: 1. Austin -Foust Associates has prepared a traffic report assessing existing and future
conditions at the intersection of Campus Drive and Collins.
2. The report will be surrunarized and added to the "New Document," In addition, this may
result in changes to the project Summary, Findings, Statement of Overriding
Considerations, and MMP, These reports will all be changed accordingly.
Products: I. Summary of the traffic study.
2. Rcvisions, as needed, to the Project Summary, Findings, Statement of Overriding
Considerations, and NEAP.
Task 11: Draft Project Summary
Approach: City staff requested that a Project Sumntaty be prepared that explains the history of the project and
explains how and why each project M ision or change has been made since the release of the draft
EM
Product: A draft project summary for city review.
Task 12: Final Project Summary
Approach: BonTerra will revise the Project Summary based on city comments and applicant revisions to the
project, as approved by the oiry.
Products: Final Project Sununary to be included in the "New Document.,,
Task 13: Draft Spring Road Update
Approach: Upon determination of the proposed Spring Reed alignment through Happy Camp Canyon Regional
Park oonnocting to Specific Plan No. 2, the study will be revised and the map will be updatod.
Product: Spring Road Report update to be submitted to city staff for review and comment.
Task 14: Final Spring Road Update
Approach: BonTerra will revise the Spring Road Report based on city comments and applicant revisions to the
project, as approved by the city.
Products: Final Spring Road Update to be included in the "Now Document."
4
'U()U196
Task 13: Safety Element
Approach: Update the Safety Element maps and text to include information related to the SP No. 8 area. The
information for the General Plan amendment will include the technical data relevant to the Safety
Element and associated with the SP No. 8 area.
Product: 1. A reproducible copy of each revised Safety Element map.
One (1) reproducible copy of the Safety Element text related to SP No. 8.
Task 16: Ile "New Document"
Approach: 1. This document will be a compilation of the Project Summary, the Biology Report, the
Spring Road study, and the additional t affitc analysis.
2. Upon review and approval of all of the above - mentioned components of the report,
BonTernra Trill compile the documents into a composite report for public distribution as
an additional volume of the EIR.
Product: 1. 100 copies of the "New Document."
2. One (1) reproducible copy of the "New Document,"
0003.37
FEES FOR SCOPE OF WORK
SPECIFIC PLAN NO.8 - HIDDEN CREEK RANCH
FINAL EIR AND STAFF SUPPORT SERVICES
MAX 22, 1997
YAMA91.
TASK USCRIPTION
AMOUNT
Task 1
Revision and Distribution of Final EIR
$ 2,900.00
Task 2
Revision of the Mitigation Monitoring Report
$ 19800.00
Task 3
Final Mitigation Monitoring Report
S 450.00
Task 4
Revised Findings Required by Sections 15091 and
15093 of the State CEQA Guidelines
$ 2,250.00
Task 5
Preparation of the Notice of Determination
S 200.00
Task 6
Project Management and General Coordination
Meetings
Public Hearings and Meetings
TOTAL
$ 6,000.00
4,928.00
4,220,00
$15,148.00
Task 7
Preparation of Staff Reports
$ 3,200.00
Task 8
Biological Report for Planning Unit 45
$ 1,680.00
Task 9
Final Biological Report for Planning Unit 45
$ 400.00
Task 10
Addition to Traffic Study (by Austin Foust)
Summarized by BonTerra Consulting
$ 855.00
Task 11
Project Summary
S 1,290.00
Task 12
Final Project Summary
$ 480.00
Task 13
Spring Road Update
$ 1,210.00
Task 14
Final Spring Road Update
S 500.00
Task 15
Safety Element
$ 950.00
Task 16
The "New Document"
$ 2,000.00
Other
Support Services
Word Processing
3,600,00
Editing -
2,000.00
000198
DIRECT EXPENSES
Report Production
100 copies of final E1R
(If necessary) $7,500.00
10 MWS 100.00
100 "New Documents"
(Bio, traffic, Spring Rd., Sum.) 2,500.00
Draft Documents 900.00
Photo /Grapbic Reproduction
Deliveries/Postage
Travel
Telephone/Fax/in -House Repr.
(for all of the interim products and those not listed above)
Subconsultant ATE (or others, if necessary)
TOTAL DIRECT EXPENSES
LABOR AND DIRECT EXPENSES TOTAL
Project Contingency
Budget remaining after last MBA, invoice
Additional budget requested for tasks not previously
anticipated in earlier scopes of work
Contingency
Total contract amount requested
Note: Tasks to be invoiced at completion with the exception
of tasks 6, 7 and direct expenses.
S 11,000.00'
11200.00
800.00
980.00
1,400.00
6,400.00
$ 21,780.00
$ 65,973.00
4,000.00
$ 49,612.20
$ 16,361.80
4.000.00
$ 69,973.00
Estimated fee which will depend on the of actual number of documents requested
by the city and the size of final documents at the time of printing.
7
000153
Graphics
2 200.00
Clerical
1,080.00
TOTAL
$ 8,880.00
[TOTAL
I
$44,193.00
DIRECT EXPENSES
Report Production
100 copies of final E1R
(If necessary) $7,500.00
10 MWS 100.00
100 "New Documents"
(Bio, traffic, Spring Rd., Sum.) 2,500.00
Draft Documents 900.00
Photo /Grapbic Reproduction
Deliveries/Postage
Travel
Telephone/Fax/in -House Repr.
(for all of the interim products and those not listed above)
Subconsultant ATE (or others, if necessary)
TOTAL DIRECT EXPENSES
LABOR AND DIRECT EXPENSES TOTAL
Project Contingency
Budget remaining after last MBA, invoice
Additional budget requested for tasks not previously
anticipated in earlier scopes of work
Contingency
Total contract amount requested
Note: Tasks to be invoiced at completion with the exception
of tasks 6, 7 and direct expenses.
S 11,000.00'
11200.00
800.00
980.00
1,400.00
6,400.00
$ 21,780.00
$ 65,973.00
4,000.00
$ 49,612.20
$ 16,361.80
4.000.00
$ 69,973.00
Estimated fee which will depend on the of actual number of documents requested
by the city and the size of final documents at the time of printing.
7
000153