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HomeMy WebLinkAbout1991-05-28 - AGENDA REPORTS - CITY CONTRACT AGMT ANNEX (2)Y CONSENT CALENDAR AGENDA REPORT City Manager Approval Item to be presented 4b— Lynn M. Harris , DATE: May 28, 1991 SUBJECT: Authorization for City to Enter Into a Contract Agreement for Annexation Consulting Services. DEPARTMENT: Community Development BACKGROUND: The request is for authorization for the City to enter into a contract agreement for annexation consulting services with Esther Aguilar, of Aguilar & Associates. Aguilar & Associates currently assists Community Development staff with the preparation and processing of land annexations to the City of Santa Clarita. Execution of this contract would renew and extend the existing agreement between the City and the consultant. Renewal of the contract would continue to promote timely response by the City to requests for annexation from property.owners seeking City services and governance, and would be consistent with the Concil's direction to actively expand and square up City boundaries, and to promote sound planning and land use practices in newly annexed areas. Adequate funds remain in the FY 90/91 annexation services account to cover the cost of this contact through June 1991. Future funding for annexation consulting services has been tentatively approved in the Department of Commmunity Development budget for FY 91/92. The contract agreement provides for and explains the scope of work to be performed, amount and manner of compensation, schedule and time for performance, changes, indemnity and insurance, confidentiality and conflict of interest clauses, and.has been previously approved as to form by the City Attorney. The Consultant has filed a Certificate of Insurance with the City, and a complete copy of the contract and exhibits is available for review in the City Clerk's Office. RECOMMENDATION• Staff recommends that the City Council approve and renew the attached contract with the consultant, Aguilar & Associates, to continue to provide annexation support services to the City of Santa Clarita. ATTACHMENTS: Contract Agreement DMV466 WROVED Agenda Item: AGREEMENT FOR CONSULTANT'S SERVICES THIS AGREEMENT, is made and entered into this _th day of May, 1991, by and between the CITY OF SANTA CLARITA; a municipal corporation ("CITY") and Esther Aguilar ("CONSULTANT"). R E C I T A L S WHEREAS, CITY has requested specific annexation planning and support services and CONSULTANT is experienced and well qualified in annexation planning and support services; and WHEREAS, CONSULTANT is aware that confidential information may come into CONSULTANT's possession which may impact the CITY's legal position in the event such information was released to outside parties; and WHEREAS, CITY desires CONSULTANT to provide annexation planning and support services as set forth herein; NOW, THEREFORE, CITY and CONSULTANT mutually agree as follows: 1. SCOPE OF WORK. The Scope of Work is set forth in Exhibit A, attached and incorporated here by reference, and is generally described as annexation planning and support services. CONSULTANT's services will include all the procedures necessary to properly complete the tasks CONSULTANT has been requested to perform. 2. COOPERATION. CITY and its officers and employees shall provide necessary information to CONSULTANT from available sources as required to perform the services described herein and in accordance with the Scope of Work. 3. COMPENSATION. Compensation to CONSULTANT for services under paragraph one shall consist of a total payment of $35.00 per hour, not to exceed a sum total payment of $20,000.00 for services. The Compensation set forth in this paragraph shall be the total compensation for the services provided by CONSULTANT including all out-of-pocket cost incurred by the CONSULTANT. CITY shall pay no fee other than the compensation listed in this paragraph unless otherwise agreed to in advance in writing by the CITY and CONSULTANT. 4. PAYMENT PROCEDURE. CONSULTANT shall be paid for work completed and invoiced and approved by CITY in accordance with the terms of this agreement. Payment by CITY to CONSULTANT shall be made within thirty (30) days after receipt and approval by CITY of.CONSULTANT's itemized invoice. 5. TITLE TO DOCUMENTS. All documents,'!plans, drawings, maps, photographs, and other papers, or copies thereof prepared by CONSULTANT pursuant to the terms of this agreement, shall be the property of the CITY. CONSULTANT may retain copies of any or all above-mentioned documents for its files, subject to approval by the CITY. 6. CONFIDENTIALITY. During the term of this Agreement, CONSULTANT will be dealing with information of a confidential nature, and such information could severely damage CITY in the event any of said information was disclosed without authorization by the CITY. CONSULTANT will not disclose to anyone, directly or indirectly, either during the term of this Agreement or at any time thereafter, any such information or use such information other than as necessary in the course of services provided to.the CITY under this Agreement. All documents that CONSULTANT prepares and confidential information that might be given to CONSULTANT in the course of providing services under this Agreement are the exclusive property of the CITY and shall remain in the CITY's possession. Under no circumstances shall any such information or documents be removed from the CITY without the CITY's written consent first being obtained. CONSULTANT shall not voluntarily provide declarations, letters of support, testimony at depositions; response to interrogatories or other information concerning its services to the CITY or cooperate in any way with a party who may be adverse to the CITY or whom CONSULTANT reasonably should know may be adverse in any subsequent litigation. CONSULTANT shall incur no liability under the Agreement for materials submitted by it which are later released by CITY, its officers, employees, or agents. CONSULTANT shall also incur no liability for statements made by it at any public meeting, or for any document released by it for which prior written CITY authorization was obtained. If CONSULTANT does voluntarily provide information in violation of this Agreement, CITY has the right to reimbursement and indemnity from CONSULTANT for any damages caused by CONSULTANT's conduct --including attorney's fees. CONSULTANT, shall promptly notify CITY should CONSULTANT, its officers, employees, agents or subcontractors be served with any Summons, Complaint, Subpoena, Notice of Deposition, Request for Documents, Interrogatories, Request for Admissions or other discovery requests from any party regarding this agreement and the work 'performed thereunder. CITY retains the right, but not the obligation, to represent'CONSULTANT and/or to be present at any deposition, hearing, or similar proceeding. CONSULTANT agrees to cooperate fully with CITY and to provide CITY with the opportunity to review any response to discovery requests provided by CONSULTANT. However, CITY's right to review any such response does not imply or mean the right by CITY to control, direct, or rewrite said response. CITY warrants that CONSULTANT will have fully met the requirements of this provision by obtaining CITY's written approval prior to providing documents, testimony, or declarations; consulting with CITY before responding to a Subpoena or court order; in the case of depositions upon providing notice to CITY of same; or providing CITY opportunity to review discovery responses prior to submission. For purposes of this section, a written authorization from CITY shall include a "FAXed" letter. 7. BEST EFFORTS. CONSULTANT shall utilize its best efforts to perform services required by this Agreement. CONSULTANT agrees to dedicate the necessary personnel and time to carry out the work as proposed. In the event that litigation is commenced involving the work product of CONSULTANT, CONSULTANT will, at the request of the CITY, assist the CITY in that litigation. Assistance shall be billed at the standard rate of $45.00 per hour, and all such compensation is not a part of the compensation described in Paragraph 4 above. Should such litigation demonstrate that CONSULTANT was negligent or committed misfeasance or malfeasance in providing services to the CITY, or used patented, copyrighted or proprietary information without full legal authority to do so, no added compensation shall be due for providing such assistance, and CONSULTANT shall defend, indemnify and hold CITY harmless from any loss resulting therefrom. 8. NEWS RELEASES/INTERVIEWS. All CONSULTANT and Subconsultant/Subcontractor news releases, media interviews, testimony at hearings and public comment shall be prohibited unless expressly authorized by the Contract Administrator. 9. WAIVER OF DEFAULT. The failure of any party to enforce against another a provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time, and shall not serve to vary the terms of this Agreement. 10. FORUM. Any lawsuit pertaining to any matter arising under or growing out of this contract shall be instituted in Los Angeles County, California. 11. NOTICES. All notices relative to this Agreement shall be given in writing and shall be sent by certified or registered mail and be effective upon depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by.notice: CITY: DONALD M. WILLIAMS CITY OF SANTA CLARITA City Hall 23920 Valencia Boulevard, Suite 302 Santa Clarita, California 91355 CONSULTANT: ESTHER AGUILAR AGUILAR & ASSOCIATES 27295 Quailwood Drive Keene, CA 93531 12. ASSIGNMENT. This contract shall not be assigned by any party, nor shall any party be substituted, without prior written consent.of all the parties. 13. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit.of, and be binding upon; the parties to the contract and their heirs, administrators, executors, personal representatives, successors and assigns. 14. ATTORNEY'S FEES. In any action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its attorney's fees and court costs and other litigation expenses, such as expert witness fees and investigation expenses. 15. MERGER AND MODIFICATION., This contract sets forth the entire -agreement -between the parties, and supersedes all other oral or written representations. This contract may be modified only in a writing approved by the Contract Administrator and signed by all the parties. In the event of a conflict between the terms, conditions or specifications set forth herein and those in Exhibits attached hereto, the terms, conditions or.specifications set forth herein shall prevail. 16. CORPORATE AUTHORITY. Each individual executing this Agreement represents and warrants that they are duly authorized to execute and deliver this Agreement on behalf of the corporation or organization, if any, named herein and that this Agreement is binding upon said corporation or organization in accordance with its terms. 17. TERMINATION. This agreement may be terminated by any party upon 15 days written notice to all other parties. In the event of termination, CONSULTANT shall be paid for the work completed up to the date of notice of termination. Upon termination, CONSULTANT shall deliver all materials relative to the Scope of Work.to.the CITY. 18. COMPLIANCE WITH ALL LAWS. CONSULTANT shall, at CONSULTANT's sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter by in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations now in force or which may hereafter be in force. 19. INDEPENDENT CONTRACTOR. This Agreement calls for the performance of the services of CONSULTANT as an independent contractor, and CONSULTANT will not be considered an employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONSULTANT other than that of an independent contractor. 20. INSURANCE. During the term of this Agreement, CONSULTANT shall maintain a single limit broad form commercial general liability insurance policy in an amount of not less than $1,000,000 per occurrence with combined liability ,for personal injury and property damage, and automobile liability in an amount not less than $500,000 per occurrence with a reliable insurance carrier authorized to do business in the State of California,' including workmen's compensation coverage. Said policy or policies of insurance shall expressly name the CITY and its agents, officers, and employees as additional insureds. Said insurance shall not be subject to cancellation, non -renewal, or coverage reduction without thirty (30) days written notice to CITY. CONSULTANT shall provide to the CITY proof of insurance endorsements and certificates of insurance prior to execution of this Agreement. Said proof of endorsements and certificates of insurance shall be attached to this Agreement as Exhibit B. 21. INDEMNITY. CONSULTANT shall indemnify,defend, and hold harmless CITY, its officers, agents, and employees against any and all liability, claims, actions, causes of actions or demands whatsoever against them, or any of them, for injury to or death of persons or damage to property arising out of, connected with, or caused by CONSULTANT, CONSULTANT's employees, agents, or independent contractors or companies in the performance of (or in any way arising from) the terms and provisions of this Agreement. 22. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and therefore shall not be construed against any party. 23. CONTRACT ADMINISTRATOR. The Contract Administrator for the CITY is: Donald M. Williams Associate Planner CITY OF SANTA CLARITA 23920 Valencia Boulevard, 1302 Santa Clarita, California 91355 CONSULTANT shall be: Esther Aguilar Consultant 27295 Quailwood Drive Keene, California 93531 The Contract Administrator and the CONSULTANT shall pe the primary contact person for CITY and CONSULTANT. 24. ACCOUNTING RECORDS. CONSULTANT shall maintain accurate accounting records and other written documentation pertaining to the costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONSULTANT's office during the period of this Agreement, and after the term of this agreement for a period of three years from the date of the final payment under this Agreement, and shall be made -available to Contract Administrator or his designated representatives upon request at any time during regular business hours. 25. CONFLICT OF INTEREST. CONSULTANT stipulates that corporately or individually, the firm, its employees and any subconsultants have nofinancialinterest in either the success or failure of any project which is dependent on the results of the studies prepared under this agreement. CONSULTANT covenants that it has no interests, nor shall it acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of services hereunder. CONSULTANT further covenants that in.the performance of this Agreement, no person having such interest shall be employed by CONSULTANT as an officer, employee, agent, or subcontractor. CONSULTANT further covenants that CONSULTANT has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owners) and/or firm(s), and/or partnership(s) owning property in the CITY and/or any area to be studied prior to.completion of this Agreement. TAX NUMBERS. CONSULTANT's Federal Tax ID Number is 571-96-7485. CONSULTANT is NOT a corporation. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, the day and year first -above written. CITY OF SANTA CLARITA George A. Caravalho City Manager Attest: Donna M. Grindep. City Clerk CONSULTANT Esther Aguilar Aguilar & Associates Date Approved As To Form: Carl Newton, City.Attorney ,51-7 JI/ Date EXHIBIT A SCOPE OF 90RK CONSULTANT shall, upon the request of the Director of Community Development or designee, independently under direction, perform the following services for the City of Santa Clarita: 1. Review of Applicant Submittals a. Review and assist in making determinations as to the adequacy of annexation requests; applications, maps and related materials; b. Advise and assist applicants as to the materials and information required for annexation and similar support duties as assigned. 2. Consultation and Recommendations a. Provide consultation to the City on all subjects relating to annexations, including advisement on specific annexation proposals, general annexation procedures and practices, and on peripheral issues related to annexation; b. Assist the City in creating, developing and devising policies, strategies and related materials to establish and promote a successful annexation.program. 3. Administrative Support a. Prepare correspondence and information materials in the form of letters, memos, illustrations, exhibits, brochures, pamphlets and similar related items; b. Prepare such reports as may be necessary to perform the annexation support services requested. 4. Public Hearings Attend public hearings and similar other group meetings as may be required from time to time. 5. Meetings Attend annexation meetings with City staff, annexation proponents/applicants, residents and others, as may be required from time to time. 6. Other Annexation Support Services Perform other annexation -related services as may fall within the general scope of work related and identified herein.