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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
CONSULTANT
THIS AGREEMENT is made and entered into this DATE, by and between the CITY OF THOUSAND OAKS , a municipal corporation ("City"), and Consultant, hereafter “Consultant".
City and Consultant agree as follows:
1. RETENTION OF CONSULTANT
City hereby retains Consultant, and Consultant hereby accepts such engagement, to perform the services described in Section 2. Consultant warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
2. DESCRIPTION OF SERVICES
The services to be performed by Consultant are as follows:
Professional services in conjunction with On-Call Professional Consulting Services related to Planning Consulting Services an Environmental Consulting and Monitoring Services and as are more particularly set forth in the Scope of Work, attached as Exhibit “A”, which is incorporated herein by reference and as specifically detailed in each issued Task Order.
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate. The total compensation payable to Consultant by City for the services under this Agreement SHALL NOT EXCEED the sum of $_________ annually or $_________ for the term of the Agreement (herein "not to exceed amount"), and $125,000 per Task Order, and shall be earned as the work progresses on the following basis:
Hourly, at the hourly rates and with reimbursement to Consultant for those expenses set forth in Consultant's Schedule of Fees, attached as Exhibit "B " and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon Consultant until at least DATE, after which any change in the rates and expenses must be approved in writing by City's Project Manager. Rates may be increased no more than once every 12 months. City is to be given 60 days ’ notice of any rate increase request, provided the not to exceed amount is the total compensation due Consultant for all work described under this Agreement.
(b) Payment. Consultant shall provide City with written verification of the actual
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compensation earned, in a form satisfactory to City's Project Manager. Invoices shall be made no more frequently than monthly, and describe the work performed , including, if applicable, a list of hours worked by personnel classification. All payments shall be made within 30 days after City’s approval of the invoice.
(c) Extra Services. Additional work not reasonably encompassed by the Scope of Services described in Section 2 may be agreed upon only by execution of a written Amendment to this Agreement. No liability or right to compensation for extra services shall exist without such Amendment. Unless otherwise stated in the Amendment, applicable rates for extra services shall be at the rates set forth in Exhibit “B”.
(d) Prevailing Wage. Depending on the specific task order issued, Consultant may be obligated to pay prevailing wages under the California Labor Code. Consultant agrees to indemnify, defend, and hold City harmless from any claim that prevailing wages should have been paid, and shall be liable for the payment of the same and any penalties thereon. It is the responsibility of the Consultant to be familiar with the California Labor Code, and failure or neglect of Consultant to understand the California Labor Code shall in no way relieve Consultant from any obligations.
(e) Department of Industrial Relations Requirements. Depending on the specific task order issued the Work may be subject to the payment of not less than prevailing wages under California Labor Code Section 1770 et seq. The work may be subject to compliance monitoring and enforcement by the Department of Ind ustrial Relations. No contractor or subcontractor may be awarded a contract for public work on a public works project unless currently registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5.
4. CITY PROJECT MANAGER
The services to be performed by Consultant shall be accomplished under the general direction of, and coordination with, City's "Project Manager", as that staff person is designated by City through specifically issued Task Orders. The management of this master On Call Agreement shall be handled by the Contract Manager, who presently is Kelvin Parker, Community Development Director.
5. TERM, PROGRESS AND COMPLETION
The term of this Agreement is from the date first written above to DATE, unless term of this Agreement is extended, or the Agreement is terminated as provided for herein.
Consultant shall not commence work on the services to be performed under the Agreement until (i) Consultant furnishes proof of insurance as required by paragraph 9 below, and (ii) City’s Project Manager gives written authorization to proceed with the work.
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6. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than Consultant's drafts, notes and internal memorandum), including duplication of same prepared by Consultant in the performance of these services, are the property of City.
City shall be entitled to immediate possession of the same upon completion of th e work under this Agreement, or at any earlier or later time when requested by City. City agrees to hold Consultant harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans, specifications, graphics, brochures, reports, and other documentation for purposes other than those described in this Agreement, unless written authorization of Consultant is first obtained.
7. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTS
This Agreement is for professional services, which are personal to City. This Agreement is not assignable by Consultant without City's prior written consent .
Consultant may subcontract work as required by specifically issued Task Order.
8. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for Consultant's Damages. Consultant holds City, its elected officials, officers, agents, employees and volunteers, harmless from all of Consultant's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to Consultant, to Consultant's employees, to Consultant’s contractors or subcontractors, or to the owners of Consultant's firm, which damages, losses, injuries or liability occur during the work or services required under this Agreement, or performance of any activity or work required under this Agreement.
(b) Defense and Indemnity of Third -Party Claims/Liability. To the maximum extent allowed by law, Consultant shall indemnify, defend with legal counsel approved by City, and hold harmless City, its officers, officials, agents, employees and volunteers from and against all liability including, but not limited to, loss, damage, expense, cost (including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s negligence, recklessness or willful misconduct in the performance of work hereunder or its failure to comply with any of its obligations contained in the Agreement, except such loss or damage which is caused by the sole or active negligence or willful misconduct of City. Should conflict of interest principles preclude a single legal counsel from representing both City and Consultant, or should City otherwise find Consultant’s legal counsel unacceptable, then Consult ant shall reimburse City its costs of defense, including without limitation reasonable legal counsel fees, expert fees and all other costs and fees of litigation. The Consultant shall promptly pay City any final judgment rendered against City (and its officers, officials, employees, and volunteers) with respect to claims determined by a trier of fact to have been the result of Consultant’s negligent, reckless, or wrongful performance. It is expressly understood and agreed that the foregoing
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provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement.
Consultant’s obligations under this section apply regardless of whether such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indem nitee.
However, without affecting the rights of City under any provision of this Agreement, Consultant shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of the Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of City.
(c) Nonwaiver. City does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by City, or the deposit with City, of any insurance certificates or policies described in Section 9.
9. MINIMUM SCOPE AND LIMIT OF INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, and any extension thereof, policies of insurance of the type and amounts described below and in a form that is satisfactory to City. Coverage shall be at least as broad as:
(a) Commercial General Liability (CGL). Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry General Liability insurance coverage at least as broad as Insurance Services form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate for bodily injury, personal and advertising injury, and property damage, including without limitation, blanket contractual liability.
(b) Automobile Liability . Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry Automobile Liability insurance coverage at least as broad as Insurance Services form CA 00 01 or the exact equivalent covering bodily injury and property damage for all activities of Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage of any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Worker’s Compensation. Consultant shall, at Consultant's sole cost and expense and throughout the term of this Agreement, and any extensions thereof, carry workers’ compensation statutory benefits as required by law with employer’s liability limits
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no less than $1,000,000 per accident for bodily injury or disease. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its elected officials, officers, agents, employees and volunteers for all work performed by Consultant, its employees, agents and subcontractors.
(d) Professional Errors and Omissions Insurance . Consultant shall, at Consultant’s sole cost and expense throughout the term of this Agreement, and any extensions thereof, carry professional errors and omissions coverage of no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate, with tail coverage for an extended reporting period of three (3) years.
If Consultant maintains higher limits than the minimum shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds more than the specified minimum limits of insurance and co verage shall be available to City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
City, its elected officials, officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed b y or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 10 01 and CG 20 37 10 01 if a later edition is used). The provision shall also apply to any excess liability policies. In addition, Consultant shall ensure that the automobile liability policy contains a provision covering City as an additional insured and shall obtain an endorsement to that effect if it does not.
Excess Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Umbrella or excess policies shall provide coverage at least as broad as specified for underlying coverages and covering those insured in the underlying policies. Coverage shall be “pay on behalf” with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion of claims or suits by one insured against the other. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and no-contributory basis for the benefit of City as required in written contract or agreement before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
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City’s Rights of Enforcement
In the event any policy of insurance required under this Agreement does not comply with these specifications or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant, or City will withhold amounts sufficient to pay premium from Consultant’s payments. In the alternative, City may cancel this Agreement.
City’s Right to Revise Specifications
City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost t o Consultant, City and Consultant may renegotiate Consultant's compensation.
Primary and Non-Contributory Coverage
For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its elected officials, officers, agents, employees, and volunteers. Any insurance or self -insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute with it and shall be at least as broad as CG 20 01 04 13.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with a current A.M. Best’s rating of no less than A: VII, (unl ess otherwise acceptable to City).
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected officials, officers, agents , employees, or volunteers or shall specifically allow Consultant or others providing
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insurance evidence in compliance with these specifications - to waive their right of recovery prior to a loss. Consultant hereby waives his own right of recovery against City and shall require similar written express waivers and insurance clauses from eac h of its subcontractors. Copies of these waivers shall be submitted to City prior to commencement of work.
Claims Made Policies
If any of the required policies provided coverage on a claims-made basis:
(a) The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(b) Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the work required under this Agreement.
(c) If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a Retroactive Date prior to the Agreement effective date, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.
Verification of Coverage
Consultant shall provide City with copies of certificates (on City certificate form or an Accord form as modified per City direction) for all policies, with the appropriate named additional insured coverage and an endorsement that they are not subject to cancellation without 30 days prior written notice to City. All certificates and endorsements are to be received and approved by City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontra ctors shall provide coverage with a form at least as broad as CG 20 38 04 13.
10. RELATION OF THE PARTIES
(a) Consultant is and shall always remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set
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forth in this Agreement. 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 officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Con sultant in connection with the performance of this Agreement. Except for the fees paid to Con sultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Con sultant for injury or sickness arising out of performing services hereunder.
11. CORRECTIONS
In addition to the above indemnification obligations, Consultant shall correct, at its expense, all errors in the work that may be disclosed during City's review of Consultant's report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by City, and the cost thereof shall be charged to Consultant or withheld from any funds due to Consultant hereunder.
12. TERMINATION BY CITY
City may terminate without cause any or all the services agreed to be performed under this Agreement upon 30 calendar days’ written notice. If termination is for cause, no advance notice need be given. In the event of termination, Consultant shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work per formed and charges outstanding at the time of termination shall be payable by City to Consultant within 30 days following submission of a final statement by Consultant unless termination is for cause. In such event, Consultant shall be compensated only to the extent required by law.
13. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished, or relating to Consultant's work or services.
Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check.
However, approval or payment by City shall not constitute, nor be deemed, a re lease of the responsibility and liability of Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumpti on of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors, agents and consultants.
14. AUDIT OF RECORDS
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Consultant shall maintain, in accordance with generally accepted accounting principles, complete and accurate records of all activities and operations relating to this Agreement. Records, including but not limited to, timecards, employment records, work progress reports, reimbursements, invoices, project records, proprietary data and information, as well as licensed software and any electronic records shall be kept for a period of four years beyond the termination of this Agreement. Consultant agrees that City, or its authorized representative, shall have the right to examine, audit, excerpt, copy or transcribe any of the records pertaining to this Agreement at any time during normal business hours. Consultant shall reimburse City for all reasonable costs of the audit, including travel time and auditor costs, should such audit reveal an overcharge of five (5) percent or more. Any overcharge will be considered a breach of this Agreement and could be cause for termination. The obligations of this section shall be explicitly included in any subcontracts or other agreements entered into by Consultant with respect to this Agreement.
15. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waive r of a specified default or breach shall affect any other default or breach, or cover any other period, other than any default or breach and/or period specified. All the remedies permitted or available to a party under this Agreement, or at law or in equi ty, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
16. CONFLICT OF INTEREST
Consultant is unaware of any City employee or official that has a financial interest in Consultant's business. During the term of this Agreement and/or because of being awarded this Agreement, Consultant shall not offer, encourage, or accept any financial interest in Consultant's business by any City employee or official.
17. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this Agreement shall be construed according to its common meaning of purpose of providing a public benefit and not strictly for or against any party.
It shall be construed consistent with the provisions hereof, to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
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18. MITIGATION OF DAMAGES
In all situations arising out of this Agreement, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
19. GOVERNING LAW
This Agreement, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County.
20. TAXPAYER IDENTIFICATION NUMBER
Consultant shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the IRS.
21. NON-APPROPRIATION OF FUNDS
Payments due and payable to Consultant for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Consultant’s services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year.
22. MODIFICATION/AMENDMENT OF AGREEMENT
Any amendment, modification, or variation of the terms or tasks of this Agreement shall be in writing and shall be effective only upon the mutual written approval of the City and Consultant.
23. USE OF THE TERM “CITY”
Reference to “City” in this Agreement includes the City Manager or any authorized representative acting on behalf of City.
24. PERMITS AND LICENSES
Consultant, at its sole expense, shall obtain and maintain du ring the term of this Agreement all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
25. CAPTIONS
The captions or headings in this Agreement are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Agreement.
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26. AUTHORIZATION
Each party has expressly authorized the execution of this Agreement on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this Agreement.
27. ENTIRE AGREEMENT BETWEEN PARTIES
Except for Consultant's proposals and submitted representations for obtaining this Agreement, this Agreement supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services and contains all the covenants and agreements between the parties with respect to said services.
28. PARTIAL INVALIDITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
29. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Kelvin Parker, Community Development Director City of Thousand Oaks
Community Development Department
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
TO CONSULTANT: Consultant Name & Address
30. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the Council member receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement or franchise agreement, their agents, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months.
Council members must also disclose any eligible campaign contribution received on the record of the proceeding.
Council members are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $250 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.
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The Levine Act also requires parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
In order to assure compliance with these requirements, Consultant has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit C, incorporated herein by reference, and Consultant verifies by its signature that it has completed Exhibit C in compliance of these requirements.
Consultant shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $250 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to award of this Contract/Agreement, and for the 12 months following award of this Contract/Agreement. Where applicable, Consultant shall disclose any post award campaign c ontributions prior to seeking an amendment to this Contract/Agreement.
31. SIGNATURES
(a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. If any signature is delivered by facsimile transmission or submitted electronically as a scanned image (i.e., files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
(c) Digital/Electronic Signatures. This Agreement may be executed using digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a city-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
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In concurrence and witness whereof, this Agreement has been executed by the parties effective on the date and year first above written.
CONSULTANT
_________________________________
BY:
Title:
_________________________________
By:
Title:
CITY OF THOUSAND OAKS
_________________________________
Al Adam, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Kelvin Parker
Community Development Director
APPROVED AS TO FORM:
Office of the City Attorney
Noel Duran, Assistant City Attorney
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EXHIBIT "A"
SCOPE OF WORK
(ENVIRONMENTAL CONSULTING SERVICES)
Consultant shall, in general terms, provide professional Environmental Consulting services, including but not limited to:
1. Prepare a full range of environmental documents under the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) for the City of Thousand Oaks which are thorough, legally adequate, and provide information which is technica lly accurate which can also be readily understood by the general public. Environmental documents include, but are not limited to:
• CEQA: Categorical Exemptions, Initial Studies, Negative Declarations, and/or Mitigated Negative Declarations,
Environmental Impact Reports, Statement of Overriding
Considerations, associated findings and notices, and/or other forms required by the State of California;
• NEPA: Categorical Exclusion, Environmental Assessments, Environmental Impact Statements, Finding of No Significant Impact, associated findings and notices, and/or other forms required by the federal government.
The environmental documents will be used by the City to evaluate Projects and disclose impacts. The environmental documents are to be prepared and revised to ensure they are in compliance with local, state and federal policies and regulations and to reflect the City’s independent judgment of Projects. Projects may be initiated by a public entity and or a private developer. Projects may consist of a physical development and or a use. Projects may also consist of a land use policy and or ordinance related to the General Plan, Specific Plans, and or Municipal Code Amendments.
2. Peer review project plans, technical reports, modeling, and any other relevant documents and studies. Provide written peer review comments which provide clear direction on revisions to plans, reports, documents, and studies to ensure they are technically a ccurate, adequately analyze project impacts, and meet the requirements of CEQA and NEPA.
3. Prepare technical reports and any other relevant documents and studies to meet the requirements of CEQA and NEPA.
4. Advise City staff on ramifications of Project Alternatives and or revisions related to Project environmental analysis per the requirements of CEQA and NEPA.
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5. As directed by City staff, attend in -person or virtual meetings with City staff and applicants, scoping meetings, and public hearings. Prepare documents (i.e. agendas, technical memos), presentations (i.e.
PowerPoint presentations), and schedules associated with environmental review (kick-off meetings, Scoping Meetings, etcetera). Assist City staff with meeting preparation, while providing presentations, responding to questions, and follow-up activities.
6. Prepare written findings for inclusion in approval documents.
7. Respond to and address public comments on environmental documents to meet the requirements of CEQA and NEPA.
8. Provide responsive project management and a high -level of quality control of the environmental documents. At no additional cost, provide administrative services such as invoicing which shows a summary of each charge (for auditing purposes), current expendi tures, remaining balance to ensure environmental documents remain on schedule. Upon request from City staff, provide current resumes, other qualifications and licenses, and any pending civil or criminal litigation or investigation.
9. Under the direction of City staff, print hardcopy and provide electronic files (i.e. Word and PDF files), post (i.e. Ventura County), and upload (i.e.
CEQANet) environmental documents.
10. The City is the sole owner of CEQA and NEPA documents prepared by the consultant.
11. Provide services to monitor environmental mitigation measures.
12. Upon request, provide training to City staff.
Detailed project-specific Scope of Work shall be set forth in Task Order(s) that will be issued under this On-Call Agreement.
Detailed project-specific Scope of Work shall be set forth in Task Order(s) that will be issued under this On-Call Agreement.
The Consultant may acquire professional services of sub-consultants in other fields/disciplines as may be necessary to perform work identified by Task Order(s). All Terms and Conditions of this Agreement shall remain unchanged and apply to all Task Orders.
CDD:440-10/H:/COMMON/City Council/CC Agenda Items/2024/06182024/Planning On-Call Professional Services Agreements/Attachment 2 On Call Agreement Template.docx
EXHIBIT "A"
SCOPE OF WORK
(PLANNING CONSULTING SERVICES)
CONSULTANT shall, in general terms, schedule and direct its employees to provide professional Planning Consulting services to City, including General Plan support and performance of journeyman-level tasks inclusive of but not limited to:
1. Function as the project manager or staff planner on the review and processing of ministerial and discretionary land use entitlement applications in compliance with local, state and federal requirements.
Discretionary land use entitlement applications include, but are not limited to, quasi-judicial application types (Design Review, Development Permits, Special Use Permits, Subdivision Map Act applications, Tree Permits, Wireless Applications) and legislative application types (Development Agreements, Municipal Code Amendments, Specific Plans).
2. Provide a high-level quality control and good recordkeeping.
3. Review and comment upon technical studies.
4. Analyze projects to ensure compliance with federal, state, county and municipal (Thousand Oaks Municipal Code) requirements and the City’s Planning policies, regulations, guidelines and interpretations.
5. Maintain current knowledge of practices, rules and regulations relating to community development and environmental review.
6. Provide applicants and inquiring members of the public with a clear understanding of the City's General Plan, Zoning Code, Objective Design Standards, and Design Guidelines. Coordinate with project architects, engineers, and other consultants on applicant project plans in order to ensure accuracy and compliance with the City’s regulations.
7. Participate at focused, issue -specific meetings with City staff and applicants and Pre-Application meetings, and broader staff-only meetings such as the Internal Development Review Committee to evaluate projects.
8. Coordinate permit review with appropriate City Departments, City Divisions and sub-consultants.
9. Maintain and identify the service levels of response times for all services offered and provided to internal and external customers. Additionally, service levels required for compliance with state laws (i.e. ADUs, Wireless) shall be identified separately and specifically in the proposal.
CDD:440-10/H:/COMMON/City Council/CC Agenda Items/2024/06182024/Planning On-Call Professional Services Agreements/Attachment 2 On Call Agreement Template.docx
10. Prepare environmental analysis, such as, but not limited to Categorical Exemptions, Initial Studies and Mitigated Negative Declarations.
Consultant may be asked to manage other consultant(s) selected to prepare Environmental Impact Reports or Environmental Impact Statements.
11. Prepare written records, graphics, and documents including, but not limited to, memos, letters, staff reports, findings, resolutions, ordinances, and presentations.
12. Attend and make presentations at meeting and public hearings including, but not limited to: Administrative Hearings, Planning Commission, City Council, and LAFCo.
13. Review materials which have been submitted into the plan check review for consistency with project approvals and conditions. Provide proactive comments and suggestions on project plans in an effort to expedite the plan check review process.
14. Provide technical and professional advice to staff, other divisions, departments and outside agencies as requested by the Planning Manager and/or Community Development Director related to City activities and Departmental needs.
15. Provide and maintain the ability to use and operate within the City of Thousand Oaks electronic plan review system (TO/24 - Energov by Tyler Technologies). Consultant is required to obtain required licensing, training, and equipment necessary to provide the task order services (i.e.
Bluebeam, Microsoft Office suite).
16. Monitor and evaluate the efficiency and effectiveness of service delivery methods and procedures.
17. Perform other services as assigned and directed by the Planning Manager and/or Community Development Director related to City activities and Departmental needs.
CONSULTANT shall be responsible for the assignment, management and oversight of CONSULTANT’s employees assigned to provide services for CITY.
CONSULTANT shall consult with CITY in the identification of any employee assigned to provide services hereunder.
CITY shall determine the volume of services requested by specifying the number of hours to be expended in providing the services. CONSULTANT shall be responsible to determine and direct CONSULTANT’s employee when services will be provided. CONSULTANT shall consult with CITY regarding any work - related issues which would impact the determination of when the services should be performed.
CDD:440-10/H:/COMMON/City Council/CC Agenda Items/2024/06182024/Planning On-Call Professional Services Agreements/Attachment 2 On Call Agreement Template.docx
CONSULTANT shall be responsible for providing CONSULTANT’s employees with all necessary tools and equipment for performance of the services hereinunder, including but not limited to a camera, voice recorder, telephone, computer and vehicle. CITY may provide equipment for use by CONSULTANT’s employee if it is necessary for consistent provision of services and to accomplish CITY policy goals, e.g. access to a CITY computer for consistent documentation. Use of any CITY equipment by CONSULTANT’s employees shall be consistent with CITY policies on usage and shall be subject to CONSULTANT’s obligation to indemnify and hold the CITY harmless from any damage or loss.
CITY shall determine cases to be assigned to CONSULTANT for Planning services.
CITY shall instruct CONSULTANT’s employee(s) on CITY policy considerations and expectations in the provision of services hereunder, but the determination of means and methodology of providing the services shall be made by CONSULTANT.
Detailed project-specific Scope of Work shall be set forth in Task Order(s) that will be issued under this On-Call Agreement.
The Consultant may acquire professional services of sub -consultants in other fields/disciplines/expertise as may be necessary to perform work identified by Task Order(s). All Terms and Conditions of this Agreement shall remain unchanged and apply to all Task Orders.
CDD:440-10/H:/COMMON/City Council/CC Agenda Items/2024/06182024/Planning On-Call Professional Services Agreements/Attachment 2 On Call Agreement Template.docx
EXHIBIT "B"
SCHEDULE OF FEES
EXHIBIT _____
LEVINE ACT DISCLOSURE FORM
1 CAO:650-90/tmn/Legal Files\Levine Act - Contracts
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement (excluding labor or competitively bid contracts) if the Council member receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement or franchise agreement, their agents, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Council members must also disclose any eligible campaign contribution received on the record of the proceeding.
Council members are prohibited from accepting, soliciting, or directing a campaign contribution of more than $250 (aggregated) from a party, their agent/representative, or a financially interested participant during a proceeding and for 12 months following the date a final decision is made. In addition, a party, their agent/representative, or a financially interested participant is prohibited from contributing more than $250 (aggregated) to a Council member during a proceeding and for 12 months following the date a final decision is made.
The Levine Act also requires parties to certain contracts, agreements, or franchise agreements to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement and their agents. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
The Levine Act (Gov Code § 84308) DOES NOT apply to this Agreement/Contract
The Levine Act (Gov Code § 84308) DOES apply to this Agreement/Contract and the required disclosure is set forth below:
1. Have you or your company, or any agent on behalf of you or your company, made campaign contributions totaling more than $250 (aggregated) to any council member in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement/Contract?
YES
NO
Counci l M ember Name Pay ee Name Pay ment Date Payment A mount
2 CAO:650-90/tmn/Legal Files\Levine Act - Contracts
2. Do you or your organization, or any agency or representative on behalf of you or your organization, anticipate or plan to make any campaign contributions of more than $250 (aggregated) to any City Council member in the 12 months following any City Council action related to this Agreement/Contract? ** There may be legal restrictions on making contributions during the 12 months following City Council Action. It is recommended that you consult with your own legal counsel regarding the requirements of law.
YES
NO
Counci l M ember Name Pay ee Name Pay ment Date Payment A mount
Answering “YES” to either question above does not preclude the City of Thousand Oaks from entering into or taking any subsequent action related to this Agreement/Contract. However, it may preclude the identified Council member(s) from participating in any actions/decisions related to this Agreement/Contract.
____________ ______________________________ _______________________ Date Printed Name/Title of Authorized Name of Business/Legal Representative Entity
____________________________________________________________________________ Signature
*** You must submit a supplemental form if you make any new reportable contribution(s) while the Agreement/Contract is being considered ***
** “Aggregated” contributions, as described in FPPC Regulation §18438.5, include the following types of contributions made during a 12-month period: (1) all contributions made by the party or participant; (2) all contributions made by an agent of the party or participant; and (3) all contributions made by an individual or entity required to be aggregated with the party or participant, and any agent of the party or participant.