HomeMy WebLinkAboutMORITA, DUANEV,"LTAWN.P,I FRI
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CONSULTANT AGREEMENT ()V CGUa'�G➢
THIS AGREEMENT, made and entered into this 1z day of
1995, by and between DUANE A. MORITA
("Consultant") and the CITY OF SANTA ANA, a municipal corporation
of the State of California ("City").
Recitals:
A. The City is considering the adoption of a specific plan
for the "Midtown" planning area of the City ("the "Project").
B. The city desires to retain a professional firm having
special skill and knowledge in the field of environmental
protection to assist the City in the discharge of its
responsibilities under the California Environmental Quality Act
(California Public Resources Code sections 21000 et seq.) (110EQA11)
and the regulations of the Secretary of Resources promulgated
pursuant thereto (California Code of Regulations, Title 14,
sections 1500-0 et seq.) ("State CEQA Guidelines") with respect to
the Project. The City prepared a Request for Proposals,
Educational and Community Facilities Redevelopment Plan, dated
August, 1995 (the 11RFP11) for such purpose and distributed it to
such firms.
C. In response to the RFP, Consultant submitted a proposal
for "Program Environment Impact Report for Midtown Specific Plan,
dated August 25, 1995 (the "Proposal"). The RFP and the Proposal
are public records on file in the offices of the City's Executive
Director of Planning and Building Safety.
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WHEREFORE, in consideration of their mutual and respective
promises, and subject to the terms and conditions hereinafter set
forth, the parties hereto do hereby agree as follows:
1. REPRESENTATIVES AND NOTICE
A. For purposes of implementing this Agreement, the
representative of the City shall be the Executive Director of
Planning and Building Safety and her designated representatives
(the "Director") and the representative of Consultant shall be
Duane A. Morita. Except as may be otherwise stated hereinafter,
such representatives shall have the authority to act on behalf of
their respective parties in carrying out the terms of this
Agreement.
B. Any ,notice or instrument required to be given or
delivered to either party to this Agreement may be delivered by
personal delivery or by depositing the same in the United States
mail, postage prepaid, addressed to:
If to the City:. Executive Director
Planning and Building Agency
City of Santa Ana
20 Civic Center Plaza M-20
Santa Ana, CA 92701
If to Consultant: Duane A. Morita
14312 Shadybrook Drive
Tustin, CA 92680
Notice of a change of address shall be delivered in the same manner
as any other notice provided herein. Notice by mail shall be
effective three days after mailing by the above -described
procedure.
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2.
SCOPE OF SERVICES OF CONSULTANT.
Consultant agrees to perform, at its own cost and expense, the
following
services in connection with the Project:
(a)
Preparation of a program environmental impact report,
consisting of a draft environmental impact report and a
supplement which, together with the draft environmental
impact report, shall constitute the final environmental
impact report, in such number of copies as shall be
determined by the Director.
(b)
If and to the extent requested by the Director:
(1) Preparation of environmental findings and a
statement of overriding considerations pursuant to
sections 15091 and 15093 of the State CEQA
Guidelines.
(2) Preparation of reporting or monitoring programs
pursuant to section 21081.6 of CEQA.
(3)• Attendance at public meetings wherein hearings are
to be held or actions to be taken with respect to
the environmental impact report and other
environmental documents for the purpose of
providing oral testimony with regard to such report
and documents and receiving public comment thereon.
Except as otherwise provided in this Agreement or by mutual
agreement
between Consultant and the Director, Consultant shall
perform such services in substantial accord with the RFP and the
Proposal.
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Consultant acknowledges that the final version of
environmental impact report, in both draft and final forms, and of
the other environmental documents, is the responsibility of the
City; that such documents prepared by Consultant will be subject to
extensive review by the environmental staff of the City; that
Consultant will revise such documents in accordance with all
reasonable requests of City environmental staff; and that in the
event of any disagreement between City environmental staff and
Consultant over the form or substance of any environmental document
or part thereof which cannot be resolved after a mutual good faith
effort to do so, Consultant shall prepare such document in
accordance with the directions of City environmental staff,
reserving the right to do so under protest.
3. STANDARD OF PERFORMANCE.
In undertaking the performance of this Agreement, Consultant
represents that it is knowledgeable in the field of environmental
protection and in the requirements imposed by CEQA and the State
CEQA Guidelines and that any services performed by Consultant under
this Agreement will be performed in compliance with such
requirements to the extent which may reasonably be expected from a
professional consulting firm in that field.
4. TIME FOR COMPLETION.
The services to be performed pursuant to this Agreement shall
be completed within 25 weeks from the day of notification to
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..proceed from the Director, subject to extension with the approval
of the Director, which shall not be unreasonably withheld.
5. PERFORMANCE BY THE CITY.
The City shall provide Consultant with all records in the
possession of the City which will be of assistance to Consultant in
the performance of this Agreement.
6. COMPENSATION.
The City agrees to pay, and Consultant agrees to accept as
payment for said services, compensation in accordance with Exhibit
A, attached hereto and incorporated herein, subject to such
modifications as may mutually be agreed upon in writing by the
representatives of the parties hereto.
Consultant shall submit monthly invoices each accompanied by
a detailed statement of services performed during the period for
which payment is requested. Payment by the City shall be made
within thirty (30) days following receipt of a proper invoice.
Notwithstanding the foregoing, payment need not be made for
work which fails to meet the standard of performance specified in
section 3.
Total payments to Consultant pursuant to this Agreement shall
not exceed $42,145 without the approval of the City Council of
City.
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7. INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of
Santa Ana, and its officers and employees, from and against any and
all loss or damage, and from any and all suits, actions and claims
filed or brought by any person or persons, arising out of the
negligent acts or omissions of Consultant or of its subcontractors
or of the officers, agents, employees of Consultant or of its
subcontractors in the performance of this Agreement.
8. INSURANCE
With respect to performance of work under this agreement,
CONSULTANT shall maintain and shall require its subcontractors, if
any, to maintain business automobile liability insurance, or
equivalent form, with a combined single limit of not less than
$1,000,000 per occurrence. Such insurance shall include coverage
for owned, hired and non -owned automobiles.
Consultant shall (a) furnish properly executed certificates of
insurance to the Clerk of the Council of the City prior to
commencement of work under this Agreement, which certificates shall
clearly evidence all coverages required above and provide that such
insurance shall not be materially changed or terminated except on
30 days' prior written notice to the City ; and (b) maintain such
insurance from the time work first commences until completion of
the work under this Agreement; and (c) replace such certificates
for policies expiring prior to completion of work under this
Agreement.
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The Director may waive or reduce the requirements of this
section if and to the extent the Director determines them to be
unreasonably burdensome to the Consultant and not necessary for the
protection of the City.
9. TERMINATION OF AGREEMENT
This Agreement may be terminated by the Director upon written
notice of termination to Consultant. In such event, Consultant
shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to
Consultant's receipt of such notice of termination, subject to the
following conditions:
(1) As a condition of such payment, the Director may require
Consultant to deliver to the City all work product completed as of
such date, and in such case such work product shall be the property
of the City, and Consultant consents to the City's use thereof for
such purposes•as the City deems appropriate.
(2) Payment need not be made for work which fails to meet the
standard of performance specified in Section 3 of this Agreement.
10. MISCELLANEOUS PROVISIONS.
A. Consultant covenants that it presently has no interest,
and shall not have any interest, direct or indirect, which would
conflict in any manner.with the performance of services required
hereunder.
B. By signing this Agreement, Consultant certifies that it
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, does not discriminate in hiring on the basis of race, color, creed,
religion sex, age, marital status, national origin, ancestry,
physical handicap or medical conditions.
C. Consultant shall not assign or transfer any interest in
this Agreement, whether by assignment or novation, without the
prior written consent of the Director; provided, however, that
claims for money due or to become due from the City under this
Agreement may be assigned to a bank, trust company or other
financial institution, or to a trustee in bankruptcy, without such
approval. Notice of any such assignment. or transfer shall be
promptly furnished to the Director.
D. Consultant agrees that Consultant is an independent
contractor and not an employee of the City of Santa Ana and all
Consultant's personnel shall be employees or subcontractors of
Consultant and not employees of the City. Consultant shall pay all
salaries and wages, employer's social security taxes, unemployment
insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
E. The City hereby consents to the subcontractors specified
in the Proposal. Consultant shall not otherwise subcontract any of
the services required hereunder without the written approval of the
Director.
F. consultant reserves the right to effect changes in form
or name, including, but not limited to -changes from individual
proprietorship, partnership or corporation to any other such form
of organization, and likewise reserves the right to add, substitute
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or delete stockholders, partners, associates and employees. This
Agreement shall continue in effect with regard to Consultant under
its new form or name without the necessity of any amendment to this
Agreement. The Director shall be promptly notified of any such
change in form or name.
G. Nothing in this Agreement shall be construed to limit the
City's ability to have any of the services which are the subject of
this Agreement performed by City personnel or by other consultants
retained by the City.
H. The invalidity in whole or in part of any provision of
this Agreement shall not void or affect the validity of any other
provision of this Agreement.
Z. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
J. This Agreement supersedes any and all other agreements
either oral or in writing between the parties hereto with respect
to the services set forth in Section 2 of this Agreement and
contains all the covenants and agreements between the parties with
respect thereto. Each party to this Agreement acknowledges that no
representation, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf
of any party, with respect to such services, which are not embodied
herein, and that no amendment hereto shall be effective unless set
forth in writing, approved by the City Council of ,the. City, and
signed by both the City and Consultant.
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IN WITNESS WHEREOF the parties hereto have executed this
Agreement the date and year first above written.
NINW44MM
Anice C. Guy
i
Clerk of the Council("""""
ON *11
Edward'J(/ toop,4r
City Attorney
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CITY OF SANTA ANA