HomeMy WebLinkAboutAGENDA REPORT 1995 0719 CC REG ITEM 08CCITY OF MO ORPARK
CITY COUNCIL AGENDA REPORT
TO: The Honorable City Council?:_L._....___.
T 11
FROM: Donald P Reynolds Jr., Admimstrative Services Manager,'
DATE: July 11, i 995 (CC Mtg 07/ i9/9> ► ��' ` ' `�'`�� ��
SUBJECT: Consider City ( ontract with the Owner of the Mayflower Market
SUMMARY
Staff is recommending that the City enter into an agreement with the owner of the Mayflower
Market ( "Owner "), to provide assistance from the Community Development Block Grant
( "CDBG ") to design the replacement structure to the original market damaged in the January 17,
1994, earthquake. Originally, the City intended to contract directly with the service provider for
the required architectural and engineering work. However, after failing at several attempts to do
so and having received approval from the Department of Housing and Urban Development
( "HUD ") to contract with the Owner, staff is now informing the Council of the proposed change
in the process and requesting approval to proceed
BACKGROUND
The City has been attempting to reach an agreement for the professional services to design the
Market for the Owner for the past eight months. A complete narrative and chronology of these
events is provided in Attachment "A ". Attachment "B" is a copy of the June 12, 1995, letter
from staff to the County explaining that the City has exhausted all efforts to contract with the
professional service providers. It requests that the County appeal to HUD for approval allowing
the City to contract directly with the Owner-
Staff s understanding of the regulations as they apply to this project, generally allow the City to
use CDBG as long as that use is acceptable to those requirements stipulated by the Small Business
Administration loan that is being used to fund the actual construction. Specifically, CDBG
regulations require an environmental clearance which has been completed, and that federal
procurement procedures which provide for open competition be followed, (which has also been
completed). Other specific CDBG requirements are needed as certifications within the contract
which pertain to general federal provisions (e.g., C'ivil Rights laws, conflict of interest, etc.). The
draft contract is presented in Attachment "C "
DISCUSSION
The City received verbal approval from the County and HUD last week to allow the City to
contract with the Owner, and allow the owner to choose from the list of bidders obtained through
the federally approved procurement procedures. This approval was confirmed last week with
staffs revisions to the project proposal for use of these CDBG monies.
The draft contract in Attachment "C" is a typical CDBG contract defining the general provisions,
and the CDBG reimbursement process. CDBG reimbursements are only received by the City
after demonstrating that actual expenses have been incurred. For HUD audit purposes, all
records must be available to HUD and the County for a period of three years after all of the
County's supplemental earthquake funds have been expended. Therefore, payments from the City
to the Owner are not to be construed as final until either the three year period has elapsed, or an
audit has been conducted by HUD (whichever occurs first). Therefore, the compensation portion
of the agreement has to reflect the liability of the Owner to the City, in the event that HUD
demands the funds to be returned after the expenses have been incurred and reimbursements have
been received.
This agreement, per the recommendation of the Deputy City Manager (risk manager), separates
the City from the design as much as possible. It requires that the owner contract for the services
from those companies bidding on the project, which have been deemed to be credentialed
professionals, but does not stipulate any further requirements. Therefore, it is the Owner's
responsibility to make sure that the service provider defend him against liability claims arising
from potential design flaws in the structure, and whether or not to require professional and /or
general liability insurance
Because the specific applicable HUD regulations have either been satisfied or will be effectively
passed to the Owner via the proposed contractual instrument, staff feels that the City will most
likely be protected both from liability claims and from discrepancies between HUD and the actual
use of funds. The use of funds is further protected (thus protecting the Owner) because the
building cannot be built until SBA approves the design and use of the loan monies. With SBA
approval, HUD should be satisfied that all federal requirements have been met.
- • . , •
That the City Council authorize the Mayor to execute the agreement provided in Attachment "C ",
subject to final language approval by the City Manager and City Attorney, allowing the City to
contract with the Owner of the Mayflower Market for the use of CDBG monies to design the new
building at 105 E. High Street.
Attachments
A) Chronology of Events
B) Copy of the City Letter to the County Appealing past Denials to the City to
Contract with the Market Owner
C) Draft Contract
�, 1,
ATTACHMEN-1 ''A"
CHRONOLOG OF ENENTS
On January 24. 1994. following the January 17, 1994, Northridge earthquake, the City received
notice from the County that CDBG funds may be available to assist homeowners and business
owners who were victims of the earthquake and presided within the Urban County CDBG sphere
of influence.
On February 12. 1994, the President signed Public Law 103 -211 containing emergency
supplemental CDBG funds for the earthquake relief. Within this law, $175 million was provided
to Southern California from CDBG to address the "urgent Health and Safety" needs of the
County. Of that amount, the County received $2.8 million dollars
The County and the City have not applied the unusual application of the "Urgent Health and
Safety" criteria to the use of CDBG before. Therefore, while waiting for clear direction from
HUD, between February and MW, 1994, staff worked with the County providing damage
estimates and to analyze the potential uses of the supplemental CDBG monies.
In aril. 1994. HUD regulations pertaining to the use of these funds appeared to be finalized,
and the County proceeded with the development ot` a strategy to HUD for the use of the $2.8
million dollars.
On tliy18t , the cities and County finalized the strategy to use the funds.
The essential guidelines received from HUD for the use of funds requires that CDBG be used as a
"last resort" after all efforts to receive other forms of assistance have been denied. When used in
conjunction with other forms of funding, the CDBG uses must be in compliance with these other
funding sources. The most significant is the limitation related to rebuilding, is the require to fund
replacement efforts that replace a like structure for the likeness of the structure prior to the quake.
Current codes and local building requirements do allow for some changes, within the general
parameters.
The County's criteria for the use of funds focussed on the areas of greatest need, relative to other
forms of federal assistance being provided by the Federal Emergency Management Administration
( "FEMA" ) and the Small Business Administration ("SBA"). The Piru and Fillmore areas received
the greatest attention, and in Moorpark. The Mayflower Market project is deemed to be the only
eligible project in Moorpark, because other property owners would not accept assistance from the
SBA or FEMA. The Mayflower Market proposes to use CDBG to design the new market, and to
use an SBA loan to construct the new building.
On June 7. 1994. the Board of Supervisors approved the final statement to HUD defining the
Urban County strategy for the use of CDBG Staff contacted the County asking if the City could
in
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contract directly with the Market Owner for these services, and the County as well as staff could
not locate a HUD /CDBG provision allowing the City to contract directly with a private business
owner.
On July 20. 1994. the City Council considered the above referenced information, and approved a
six part recommendation transferring funds to account for the anticipated CDBG revenues to be
used for the design of the Mayflower Market where the ( ity, not the Owner, would contract with
for the services.
Between July 20. 1994. and October 14. 1994, the City completed the required environmental
review and the CDBG project proposal. By mid- November, the City had completed the request
for proposals, including the draft service contract with insurance requirements, to solicit bids for
the professional service to design the Market.
Bids closed January 13, 199j
A recommendation was made to the City Manager on ,January 25. 1995, for the selection of a
professional service provider Per the City Manager's request, staff met with both of the two top
bidders on the project to negotiate pricing and confirm some ambiguous information received in
the proposals.
By Februay 9. 1995. the City received confirmations from the subject bidders memorializing the
conversations held at these meetings.
On Eebruary 13. 1995. staff revised its recommendation to the City Manager based on new
prices, and initiated the contract between the City and the "Newton Group" for the professional
services. For the next six weeks, staff negotiated with the Newton Group primarily over the issue
of protecting the City from design and engineering "errors and omissions."
Mr. Newton informed the City on Anal 25. 1995, that The Newton Group cannot meet the
requirements defined in the draft contract provided lin the RFP
This information was shared with the City Manager on Mm- 1. 199 .5. advising him that staff would
now be negotiating with the second bidder
The second bidder informed the City on AAM 24th that they too could not insure the City per the
requirements contained in the draft contract (which is part of the bid solicitation). At that time,
staff began to investigate the reasonableness of the insurance requirements. The original
insurance requirement asked for $ l million in "professional liability /errors and omissions"
insurance "per occurrence "
On June 7. 1995, staff requested that the County reduce this insurance requirement from a per -
occurrence basis to a "claims made" requirement.
A-.
Council approved this change, however, Mr. Newton responded on June 8. 1995, that this
reduced requirement would prohibit the Newton Group from considering this job, because the
proposed insurance was still more than $8,000, which prohibited them from taking the job.
On June 13. 1995, the second bidder responded that they could meet the revised insurance
requirements if the City could amend their proposal by increasing it $13,000 solely for the
purpose of buying a policy to satisfy the City's revised requirement
In anticipation of the feedback described above, staff wrote a letter to the County June 12, 1 935,
explaining that all efforts to contract for the professional services have been exhausted
(Attachment B). The City had only two choices: 1) appeal to HUD and attempt to receive
approval to contract with the Owner, or, 2) re- advertise. The County understanding the
predicament, solicited approval from HUD. HUD agreed with the County that there are no
specific provisions in the regulations allowing the City to contract with the Owner. After sharing
the City's letter with HUD however, they agreed that the CDBG being specially restricted to open
procurement and conflict of interest regulations, could be enforced, and that other more general
regulations pertaining to the project would be controlled by the SBA
On June 19, the City received verbal approval to contract with the Owner for reimbursement.
On June 23. 1995, a revised contract was submitted to the C ity Manager for consideration.
On June 29. 1995, the City revised its proposal and operational agreement with the County to
reflect this change.
A
00WIS
June 12, 1995
Susan Van Abel
Principal Analyst
CAO /CDBG
County of Ventura
900 S. Victoria Avenue
Ventura CA 93009
ATTACHMENT
MOORPARK
799 Moorpark Avenue Moorpark, California 93021 (805) 529 -6864
RE- Mayflower Market Earthquake Assistance
Dear Susan:
The City plans to contract with the owner of the Mayflower Market, and allow him to enter into
agreement with an architect to re- design the market destroyed by the January 17, 1994,
earthquake. With the County's approval, the City will proceed with this arrangement rather than
contracting directly with the architect to provide the services for the Market owner.
As you are aware, the proposal process and open bidding for the job ended in January of this year.
This process was completed per the Common Rule. in open competition, as directed by HUD.
Under the proposed plan, the Market owner would be required to select an architect from those
who submitted bids, and therefore, would remain it compliance with the federal open bidding
requirements.
This change in the proposed process is the result of exhausting all efforts to find an architect that
would satisfactorily insure the City against design flaws ( "Errors and Omissions" or "Professional
Liability Insurance "). This is because the job size is too small to justify the cost of insurance. All
of the top bidders have informed the City that they would have to specially purchase the insurance
required by the City to perform the work, and this cost is far above any profit margin that they
may have anticipated receiving. Based on this feedback, the City took the matter to Council
Wednesday, June 7, 1995, to reduce the insurance requirement. The Council agreed to reduce the
requirement, but this still prohibits the top two bidders from entering into a contract with the City.
The City's Risk Manager, Richard Hare (Deputy (City Manager), now recommends that the City
remove itself from the job as far as the federal regulations will allow. while maintaining the ability
to assure that the regulations are followed.
Like many of the City's CDBG public service programs, a sub - recipient contract would be drafted
between the City and the Market owner, detailing the need to adhere to federal laws. Standard
provisions (such as the civil rights regulations and conflict. of interest laws) would be part of this
agreement. Special earthquake provisions such as Jesigning a "like" structure to replace the
000U3b
PAUL W. LAWRASON JR BERNARDO M PEREZ PATRICK 4 1NTE F COTT MONTGOMERY
Mavor "lavo, P, ! I -, Ci�unrilmF�nr� ('ouncilmember
JOHN E. WOZNIAK
Counalmember
original, have to be followed for CDBG, and also must be followed as a stipulation of the Market
owner's SBA construction loan. Because the City has to approve the design, we will retain
control of the "like for like" re- building requirement. We feel that there are sufficient incentives
for the Market owner to follow the regulations, beyond a contractual obligation. I'd be happy to
share the draft agreement with you prior to executing it
Preferably, the City would like to have direct control over this matter, but despite efforts to do so,
it seems impossible. The City's selection of an architect and inability to locate one that meets the
standards, has delayed the project at least six months. At this point, the City can either re-
advertise causing a second two to three month set -back, (with the possibility of not locating a
responsive bidder), or allow the Market owner to i ake on the professional services agreement
himself.
Please feel free to contact me regarding this request at ( 805) 529 -6864, extension 249, and we
can discuss the details. Thank you for your consideration.
Sincerely,
Hord P. Reynolds Jr.
Administrative Services Manager
CC: Steven Kueny, City Manager
Richard Hare, Deputy City Manager
Jaime Aguilera, Director of Community Development
0000410
6,
A77ACHMEA1 C.
AGREEMENT
REGARDING FEDERAL FUNDING OF DESIGN FOR RECONSTRUCTION OF
['HE MAYFLOWER MARKET
LOCATED A 1 105 E. HIGH STREE 1 , MOORPARK, CA 93021
This Agreement ( "Agreement") is entered into this day of July, 1995, by and
between the City of MOORPARK, CALIFORNIA a municipal corporation, ("City "), and
MUST'AFA H1JAZ and NAHLA H1JAZ, husband and wife, and RAFAT HIJAZ, son
and legal owner of the Mayflower Market (known collectively as "Property Owner ").
REC1T Al,,",
WHEREAS, The Property Owner is the owner of certain real property in the
County of Ventura, State of California, more particularly described as 105 E. High Street,
Assessor's Parcel Number 506 -0 -092 -140, and said business "Mayflower Market" located
at the same address, Moorpark, California, (the " Nroperty " ); and
WHEREAS, On January 17, 1994, an earthquake and subsequent after - shocks
damaged the building (the "Building ") on the Property and
WHEREAS, In response to an apparent threat to public safety, the City Building
Official surveyed the damage to the Building and declared it to be unsafe for public use;
and;
WHEREAS, In June, 1994, all but the north facing wall of the Building was
demolished in the interest of public safety; and
WHEREAS, The federal Department of Housing and Urban Development
( "HUD ") has provided a supplemental grant for the reconstruction of damaged structures
resulting from the January 17, 1994, earthquake, pursuant to the Emergency Supplemental
Appropriations Act of 1994, (Public Law 103 -211), making additional funds available
from the Community Development Block Grant ("CDBG ") of which the City participates
as one of five sub - recipient cities obligated to the County of Ventura to cooperatively
participate in the County's CDBG program; and
WHEREAS, Public Law 10.3-211 restricts the use of CDBG to fund activities not
0I
reimbursable by the Federal Emergency Management Administration and /or the Small
Business Administration ( "SBA") and it is understood that the reconstruction of the
Building shall be funded in part and /or in whole by a loan from the SBA; and
WHEREAS, the design of the replacement Building will not be funded by SBA or
the Federal Emergency Management Administration, resulting in the need for assistance to
the Property Owner from H U D via C DBG funding, to pay for design, hereby referred to
as the "Project "; and
WHEREAS, The City is generally familiar with the federal regulations applicable
to CDBG, and specifically to Public Law 103 -211 and specially the requirement to use
CDBG for rebuilding "like for like" structures that were damaged as a result of the
January 17, 1994, earthquake, and will seek reimbursement from HUD for all costs
associated with the Project as possible, pursuant to said regulations; and,
WHEREAS, CDBG funds, as required by federal regulations, shall be disbursed
by the County to the City upon receipt and review of costs, on a reimbursement for actual
expense basis; and
WHEREAS, on behalf of the Property Owner and in compliance with HUD
Regulation 24 CFR Subpart C 85.36 (b) (4) as they apply to procurement practices for
architectural and engineering services, the City has completed a free and open bid
solicitation, and has evaluated these bids to assure that more than one qualified proposal
has been submitted; and
WHEREAS, the City has provided said Project proposals to the Property Owner
for his consideration to determine the Project Engineer and Architect:
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties do hereby covenant and agree as
follows;
1. SCOPE OF WORK
A. The services to be provided for the Property Owner and paid for by the
City using only those CDBG available shall be as set forth in the Exhibit
"A": "Request for Proposals ", including but not limited to Section I11,
"Scope of Work." Where said exhibits are modified by this Agreement, the
language contained in this Agreement shall take precedence.
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B. The Property Owner will select one of the available contractors identified in
Exhibit "B": "Recordation of Bids." Said listing contains only those
prospective contractors who responded to the City's solicitation for bids.
C. Property Owner will enter into a formal agreement(s) with one of the
prospective contractor referenced in "B" above, and provide the City with a
copy of said agreement(s) prior to initiating the work described in Exhibit
"A "
IL COMPENSATION
A. The amount of full compensation to Property Owner for said services shall
not exceed $45,000
B. Property Owner shall submit written statements of services rendered
("invoice") by the contractor(s) on a monthly basis. Except for those
invoices which are contested or questioned by the City and returned to
Property Owner within thirty (30) days of receipt with a written
explanation, all invoices will then he submitted to the County for
reimbursement to the City, and subsequently to the Property Owner within
fifteen (15) days of receipt by the c. rty
C. Any payment by the City is not to be construed as final in the event HUD
subsequently disallows reimbursement for the project or any portion
thereof. Property Owner shall be liable for all amounts which are
determined to be due by HUD including, but not limited to, disallowed
costs which are the result of Property Owner's conduct under this
Agreement. Property Owner shall he notified in writing and shall be
permitted to respond to City regarding any controversy dispute or
proceeding between City and County, or the City and HUD, arising from
this Agreement. City is not liable tor any costs which are disallowed by
County or H U C)
Ill. REIMBURSEMENT-OF UNPAID AMOU!N'I'S
A. Repayment of Project Costs.
Fhe Property Owner shall repay to the City any and all Project costs
up to a principal amount of fifty thousand dollars ($45,000) which are
0000
not reimbursed to the City from H U D within sixty (60) days after
receiving written notice from the City requesting reimbursement,
which costs shall constitute a debt owed to the City by the Property
Owner (the "Debt "). The Debt shall not bear interest if paid within the
aforementioned sixty (60) day period. After expiration of the sixty
(60) day period, any unpaid amount shall bear interest at an annual
percentage rate of ten (10) percent.
2. The Property Owner shall repay to the City, pursuant to the conditions
described above in paragraph 1 of this Section, all CDBG monies
related to Public Law 103 -211, plus interest, which is repaid by the
City to HUD as a result of a finding or determination that CDBG
funds have been used improperly, ( "disallowed costs "). It is
recognized by the parties of this Agreement, that HUD and /or the
County may discover a "disallowed cost" and seek reimbursement
from the City at any time during the three year period after all funds
have been expended by all participating sub - recipient jurisdictions and
the County , which are mutually obligated to HUD as participants in
the Ventura County Urban (. ounty CDBG program.
3. Property Owner agrees to pay for the cost of collection including but
not limited to expenses and attorney's fees paid by City; or adjudicated
by a court of competent jurisdiction: (i) reasonable costs and expenses
of collection or enforcement of, attorney's fees paid or incurred in
connection with the collection or enforcement of, and attorneys' fees
paid or incurred in connection with the collection or enforcement of,
this Agreement, whether or not suit is filed; and (ii) cost of suit and
such sum as the Court may adjudge as attorneys' fees in an action to
enforce payment of this Agreement or any part of it.
4. The City and /or Property Owner may file an appeal to HUD to protest
a finding resulting from an audit or monitoring of City records,
resulting in a request to refund said CDBG monies.
B. Default and Remedies
t~ailure or delay by either party to perform any term or provision of the
Agreement constitutes a default hereunder.
2. Owner agrees that the City shall have the right to place a lien on the
Property until the Debt is paid in full to the City. The remedy is not
exclusive; if the Property Owner is in default under this Agreement, all
of the remedies that are available at law or in equity shall be available
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to the city,
3. Except as otherwise expressly stated in this Agreement, the remedies
of the parties provided herein are cumulative, and the exercise by
either party of one or more of such rights or remedies shall not
preclude the exercise by it, at the same time or different times, of any
other remedies at law or in equity for the same default or any other
default by the other party.
r1 . " M
The term of this Agreement shall commence on the first day date written above,
and shall continue to be in effect for a period of not less than three years after all
funds have been expended by all participating sub- recipient cities and the County,
which are mutually obligated to HUD as participants in the Ventura County Urban
County CDBG program, and not later than June 30, 2000.
A. This Agreement may be terminated with or without cause by City at any
time with no less than five (5) days written notice of such termination. in
the event of such termination, Property Owner 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. Such compensation for work in progress is subject to
the provisions specified in "Section 11. C.:ompensation" and /or "Section ill.
Reimbursement of Unpaid Amount`.
B. Termination by Property Owner
1)
This Agreement may be terminated by Property Owner only by
providing City with written notice no less than 30 days in advance
of such termination. The City will accept said termination by
written approval only. The City reserves the right to grant said
termination by placing conditions upon acceptance of such,
including but not limited to, the reimbursement of project expenses
incurred to date pursuant to the provisions terms specified in
"Section 11. Compensation" and /or " Section 111. Reimbursement of
Unpaid Amounts. "
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2) This Agreement may not be terminated by Property Owner if the
City determines that such termination is requested solely for the
purpose of releasing the Property Owner's obligation and /or
liabilities to the City, County of Ventura and HUD, as described
herein
C. This Agreement shall be automatically terminated in the event that HUD or
any other duly authorized entity of the United States Government (Federal
Government) terminates the CDBG program or terminates the Program
Activity which is the subject of the Agreement. The termination date shall
be that specified by the Federal Government,
VI. LEGAL RESPONSIBILITIES AND OBLIGATION
A. Property Owner agrees that it undertakes the same obligations to the City
that the City has undertaken to the County and to HUD, pursuant to the
City's contractual certifications to tt U D and County .
B. Property Owner and all approved subcontractors performing duties on
behalf of the Property Owner shall secure, pay for and maintain in full
force and effect for the duration of this Agreement, any City business
registration and other necessary permits which the City may require for the
type of business activity Property Owner will be contracting for hereunder.
In addition, Property Owner shall keep him or herself informed of, and
shall comply with all State, local and federal laws and regulations which
affect the performance under this Agreement in Sub -Part K of 24 Code of
Federal Regulations ((,'FR) Part 170, including but not limited to each of
the following
1. 1 "itle IV of the Civil Rights Act of 1964 (Public Law 88 -352);
Section 109 of the Housing and Community Development Act of
1974; Section 3 of the Housing and Urban Development Act of
1968; Executive Order 11246 as amended by Executive Order
12086; Executive Order 11063 as amended by Executive Order
12259, and; any HUD regulations heretofore issued or to be issued
to implement these authorities relating to civil rights, and;
2. 1 he Hatch Act relating to the conduct of political activities (Chapter
I: of Title 5, U.S.C.) ano
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3. Any additional guidelines provided by the City and the County of
Ventura including "County information Memos to Sub - Recipients ",
(C1MS), and /or "County information Memos to Cooperating
Cities", (C1MC).
VII. RETENTION OF RECORDS
Property Owner agrees to retain all pertinent records under CDBG, including
financial records, until advised in writing by the City that further retention is
unnecessary. Generally, records shall be maintained for a period of three (3) years
from the end of the fiscal year in which the project is completed. Records shall be
open and available for inspection by auditors and/or staff assigned by HUD,
County and/or City during regular business hours. if at the end of such a three
(3) year period, there is an ongoing litigation or an audit involving the Property
Owner's, the City's, or the County's records, the Property Owner will retain said
records until the resolution of such litigation or audit at which time said records
may be disposed of. City will notify the Property Owner in writing, within five
(5) working days, of the initiation of any litigation or audit against the City or
Property Owner for the services described herein.
V111. C'ONFL.I 'T° F INT E ST
No member, officer or employee of the Property Owner or its designee or agents,
no member of the City administration, and no other public official of the City who
exercises any functions or responsibilities with respect to the project during his /her
tenure or for one year thereafter, shall have any interest, direct or indirect, in any
contract or subcontract, or the process thereof, for work to be performed in
connection with the program activities as described in Exhibit "A" of this
Agreement.
By entering into this Agreement, the Property Owner certifies:
A. No federal appropriated funds have been paid or will be paid, by or on
behalf of the City, to any person influencing or attempting to influence an
officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a member of Congress in
connection with the awarding of any federal contract, the making of any
federal grant, the making of any federal loan, the entering into of any
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U ![)047
cooperative agreement, and the extension, continuation, renewal,
amendment or modification of and federal contract, grant, loan, or
cooperative agreement,
B. If any funds other than federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of
Congress, or an employee of a member of Congress in connection with this
City contract, grant, loan or cooperative agreement, the Property Owner
shall complete and submit Standard Form -LLL.. "Disclosure to Report
Lobbying," in accordance with its instructions;
C. The Property Owner shall require that the language of this certification be
included in award documents for all sub- awards at all tiers, (including
subcontracts, sub- grants, and contracts under grants, loans, and cooperative
agreements) and that all Property Owners certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was
placed when this transaction was entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352,
title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $ 10,000 and not more than $100,000 for
each such failure
Wwtwh, I a !VA 1001 � 1 1�
A. Any notice or other communications which either party is required or desires
to give under this Agreement shall be made by personal delivery or by deposit
in the United States mail, duly certified or registered, return receipt requested,
with postage prepaid, and addressed to the party for whom intended, as
follows
'to the City at: City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Attn: City Manager
To the Property Owner at: Mustafa Hijaz.
105 F High Street
Moorpark, CA 9:3021
t)l)ilO4�1
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.
Demands and other documents shall be deemed delivered upon receipt by
personal service or upon deposit in the United States mail.
B. This Agreement shall be governed by the Caws of the State of California.
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
Property Owner performing services described hereunder for City.
D. Property Owner 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 control over the conduct of Property
Owner or any of Property Owner officers, employees or agents, except as
herein set forth. Property Owner 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. Property Owner shall hold harmless, indemnify and defend the City and its
officers, employees, servants and agents 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 connected with the performance of this
Agreement by Property Owner or the City, except such damage as is caused
by the sole negligence of the City
F. The City does not, and shall not, waive any rights that it may have against
Property Owner 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 above.
U. Property Owner shall secure from a good and responsible company or
companies doing insurance business in the State of California with a Best
Rating of "B -+- " or better, pay for.. and maintain in full force and effect for
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the duration of this Agreement Personal Liability Insurance in an amount
not less than one million dollars 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 said
insurance policy or any subsequent endorsement attached thereto, the
protection offered by the policies shall:
Name the City and its officers, employees, servants and agents as
additional insured with Property Owner
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. Property Owner shall give City thirty (30)
days written notice prior to the expiration of such policy.
3. Be written on an Occurrence basis
H. Property Owner shall not assign this Agreement, or any of the rights, duties
or obligations hereunder to any person or company without first receiving
written approval from the City Manager to do so.
1. Nothing contained in this Agreement shall be deemed, construed or
represented by the City or Property Owner 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 Property owner.
J . 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.
K. 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.
L. 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.
M. Cases involving a dispute between the City and Property Owner may be
decided by an arbitrator if both sides agree in writing, with costs
proportional to the judgement of the arbitrator.
X. RESPONSIBLE INDIVIDUAL
The individual directly responsible for overall performance of the contract
provisions herein above set forth and to serve as principal liaison between City and
Property Owner shall be Rafat Hijaz, son of Mustafa Hijaz.
Upon mutual written agreement of the parties, another individual may be
substituted in the above capacity
Ef ., I W F V „ ► ►
The City shall provide Property Owner with written notice in advance of the date
at which these services are to be implemented it different than the date of the
Agreement.
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IN WITNESS WHEREOF, the City and the Property Owner have duly executed this
Agreement as of the date first written above.
Manager
ATTEST:
Lillian E. Hare, City Clerk
CITY OF MOORPARK, CALIFORNIA
BY: Paul W. Lawrason Jr.. Mayor
PROPER'l Y OWNERS
BY- Mustafa Hijaz
BY- Nahla Hijaz
Exhibit 'A': Request for Proposals
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Omozia
Exhibit 'B': "Recordation of Bids"
000054