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HomeMy WebLinkAbout14 - CC-14 - Professional Services Contract for Plann - 4/19/2016CITY COUNCIL AGENDA REPORT MEETING DATE: APRIL 19, 2016 ITEM NUMBER: CC -14 SUBJECT: PROFESSIONAL SERVICES CONTRACT FOR PLANNING CONSULTANTS DATE: APRIL 7, 2016 FROM: DEVELOPMENT SERVICES DEPARTMENT PRESENTATION BY: MINOO ASHABI, PRINCIPAL PLANNER FOR FURTHER INFORMATION CONTACT: MINOO ASHABI, AIA minoo.ashabi@costamesaca.gov RECOMMENDATION 1. Approve Amendment One of the Professional Services Agreement (PSA) with the Lilley Planning Group for an additional $42,427.00 and extend the PSA through June 30, 2017; and, 2. Authorize the City Chief Executive Officer to sign the attached Amendment to the Professional Services Agreement with the Lilley Planning Group. BACKGROUND The Planning Division provides comprehensive planning services and assistance to the City's elected and appointed officials, residents, developers, business owners, and many other individuals. Advance planning functions involve General Plan amendments, rezones, Master Plans, Specific Plans, ordinances, and environmental analysis. Current planning functions relate also to interpretation of the State/Federal laws, City Council policies, and the Zoning Code. There are two vacancies (Associate Planner and assistant Planner) in the Planning Division. ANALYSIS Responding to planning and zoning inquiries at the public counter is an essential service. With the recent rise in the economy, the Development Services Department has experienced increased service requests and expects to respond to many new project applications and development activities. Based on current staffing needs, workload, and increase in projects, staff believes that planning consultant assistance is essential to keep pace with entitlement processing, customer visits and requests. The City Council authorized a seven month contract with Lilley Planning on December 1, 2015. Since that time, the two vacancies have not been filled and $17,325 from the original $93,000 has been expended. Staff is requesting an amendment to the contract to add $42,427.00 from salary savings and extend the contract for one year as previously authorized. Attached is Amendment One to the PSA with the Lilley Planning Group to extend the contract for one year (July 1, 2016 through June 30, 2017) with the potential for another one year renewal as referenced in the original PSA. FISCAL ANALYSIS There is no fiscal impact because funding for the current agreement is accommodated in the Consulting General Fund budget through Development Services Department's salary savings. Consequently, any expenditures in excess of existing approvals will be required to be pre -authorized with total expenditures not to exceed the approved cap. LEGAL ANALYSIS There is no adverse legal impact anticipated by the Council's taking the recommended action(s), based upon the documents and information provided to this office. CONCLUSION Due to increased development activity and current vacancies (for an unspecified period of time), staff is seeking authorization to extend and add funds to the PSA with the Lilley Planning Group. GARY ARMSTRONG Director of Economic & Development Services/Deputy CEO MINOO ASHABI, AIA Principal Planner STEPHEN DUNIVENT Interim Finance Director Attachment A: Amendment One - Professional Services Attachment B: Agreement Purchase Requisition Attachment A AMENDMENT NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT WITH LILLEY PLANNING GROUP This Amendment is made and entered into this _ of April, 2016, ("Effective Date") by and between the CITY OF COSTA MESA, municipal corporation ("City") and LILLEY PLANNING GROUP, a California Corporation ("Consultant"). WHEREAS, Consultant and City entered into an agreement on December 1, 2015, (the "Agreement") for Consultant to provide services more fully described in Exhibit "A", and WHEREAS, the original Agreement contained a provision for an initial term of seven (7) months with the option to extend the Agreement for up to two (2) term periods of one (1) year each; and WHEREAS, Consultant and City wish to amend the Agreement to exercise the first extension so that the new termination date shall be June 30, 2017; and WHEREAS, Consultant and City desire to amend the Agreement to adjust the amount of compensation from the existing compensation limit of Ninety Three Thousand Dollars ($93,000.00), to a not -to -exceed amount of One Hundred Eighteen Thousand One Hundred Two Dollars ($118,102.00); and NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 2.1, Compensation, shall be amended to read, "As compensation for the provision of services outlined in Exhibit "A" and in accordance with this agreement, Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "B," attached hereto and incorporated by reference. Consultant's total compensation shall not exceed One Hundred Eighteen Thousand One Hundred Two Dollars ($118,102.00). Paragraph 4.1 of the Agreement is hereby amended to read, "This Agreement shall commence on the Effective Date and continue until June 30, 2017, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties." 3. All terms not herein defined shall have the same meaning and use as set forth in the Agreement. 4. All other terms, conditions, and provisions of the successor Agreements not in conflict with this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. Lilley Planning Group - Amendment One -2016 3" CITY OF COSTA MESA, A municipal corporation Social Security or Taxpayer ID Number APPROVED AS TO FORM: Date: City Attorney APPROVED AS TO INSURANCE: Date: Risk Management APPROVED AS TO CONTENT: Date: Project Manager A Lilley Planning Group - Amendment One -2016 Date: Mayor of Costa Mesa Date: Department Head Date: Finance Director CONSULTANT Date: Signature Name and Title Social Security or Taxpayer ID Number APPROVED AS TO FORM: Date: City Attorney APPROVED AS TO INSURANCE: Date: Risk Management APPROVED AS TO CONTENT: Date: Project Manager A Lilley Planning Group - Amendment One -2016 ATTEST: City Clerk and ex -officio Clerk Of the City of Costa Mesa Lilley Planning Group - Amendment One -2016 v EXHIBIT A THIS AGREEMENT is made and entered Into this let day of December, 2015 ("Effective Date") by and between the CITY OF COSTA MESA, a municipal corporation ("City"), and LILLEY PLANNING GROUP, a California Corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide Planning Consulting Services as more fully described as Exhibit "A"; and B, WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services hereln contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described In Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within,.the provisions of Sections 10901092 of the California Government Code, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows; 1,0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services, Consultant shall provide the professional services described in the City's Request for Proposal ("RFP"), attached hereto as Exhibit "A," and Consultant's Response to City's RFP (the "Response") attached hereto as Exhibit "B," bath incorporated herein by this reference. 1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants In similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect Its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Performance to Satisfactipn of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City's Chief Executive Officer ("City CEO") or his or her designee. if the quality of work is not satisfactory, City in its discretion has the right to; (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; 011 (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1A. Warrort , Consultant warrants that it shall perform the services required by this Agreement In compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation Insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall Indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description Including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement, 1.5, Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12960 of the Government Code. 1.6, Non -Exclusive Agreement, Consultant acknowledges that City may enter Into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7, Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City, Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. U. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit"C," attached hereto and made a part of this Agreement (the "Fee Schedule"). Consultant's total compensation shall not exceed Ninety Three Thousand Dollars ($93,000.00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope. of services specified in the Consultant's Proposal unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests (/ and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit Invoices to the City for approval on a progress basis, but no more often than two times a month. Said Invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said Invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2,4, Reccgrds and Audits, Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or Its Project Manager for Inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date, 3.0. TIME OF PERFORMANCE V. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. 3.2, Excusable Dela s. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, rlots, acts of war, or any other conditions beyond the reasonable control of a party. 4,0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of Seven (7) months, ending on June 30, 2016, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. At the end of the term period, Consultant and City may mutually agree, in writing, to renew the contract for up to two (2) term periods of one (1) year each, 4,2, Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination, In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3, Corrmpensation. In the event of termination, City shall pay Consultant for reasonable casts incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination In accordance with the fees set forth herein, In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to. the City or in the possession of the Consultant. 4A. Dcrpm—en ts, In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but rot limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City, Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant. 5.0. INSURANCE 5.1, Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep In full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an Insurance company admitted to do business in California, rated "A," Class, X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City: (a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, Independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence, If such Insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.Co), combined single limits, per occurrence for bodily Injury and property damage. (c) Workers' compensation insurance as required by the State of California. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation Insurance policies, (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000,00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability, If the policy Is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&C liability insurance during the life of this Agreement and for, three years after completion of the work hereunder, 5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or, be endorsed to contain the following provisions: (a) Additional Insureds: "The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to Its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Said policy shall not terminate, be suspended, or volded, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to Clty. (c) Other insurance: "The Consultant's Insurance coverage shall be primary Insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. (9) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.3. . Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City, No policy of Insurance issued as to which the City is an additional Insured shall contain a provision which requires that no insured except the named Insured can satisfy any such deductible or self-insured retention. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, In a form and content approved by City, prior to performing any services under this Agreement, The certificates of insurance shall be attached hereto as Exhibit "D" and Incorporated herein by this reference. 5.5. Non -limiting. Nothing in this Section shall be construed .as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Aetreemont. This Agreement constitutes the entire agreernent between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in Interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. 6,2. Recresentativos. The City CEO or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement, 1®- Consultant shall designate a representative for purposes of this Agreement who shall be authorized to Issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Project Managers, City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement Consultant shall designate a Project Manager who shall represent It and be its agent in all consultations with City during the term of this Agreement, Consultant or Its Project Manager shall attend and assist in all coordination meetings called by City. 6.4, Notices, Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication Is sent through regular United States mall. IF TO CONSULTANT: Lilley Planning Group 564 S, Brea Blvd, Brea, CA 92821 Tel: (714) 672-9906 Fax:(714) 672-9908 Email: rayQaiilleyplanning.com Attn: Jennifer Lilley IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754.5610 Fax: (714 754.4856 Email: minoo.ashabi@costamesace.gov Attn: Minoo Ashabi 6.5, Drug-free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 1005, attached hereto as Exhibit "E" and incorporated herein by reference. Consultant's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees, In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws, In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. 6.8, Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this —11— shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. M. Indemnification and Hold H rra mess. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, sults or other legal proceedings brought against the City, Its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, Its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, Its elected officials, officers, agents and employees based upon the work performed by the Consultant, Its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or Indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either In the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to Incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement, Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense., and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, If any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.11. PERS Elialbility Indemnification, In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. —e/1 Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PIERS benefits. 6.12. Cooperation. In the event any claim or action Is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.13, ©wnership of Documents. All findings, reports, documents, Information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors In the course of performance of this Agreement, shall be and remain the sole property of City, Consultant agrees that any such documents or information, shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, Including attorneys' fees, arising out of or resulting from City's use of such documents for other projects riot contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. 6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of Its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined In the California Government Code Section 6254.7, and of which Consultant Informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, In anyway, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked If disclosure is deemed to be required by law or by order of the Court. 6.15, Conflict of Interest. Consultant and Its officers, employees, associates and subconsultants, if any, will comply with all conflict of Interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of Its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 6.16. Res o LU ity,for Errors. Consultant shall be responsible for Its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or, explanation as may be required by the City's representative, regarding any services rendered under this —ry Agreement at no additional cost to City, In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. 6,17, Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6,18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail, If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so Incorporated by reference, this Agreement shall govern over the document referenced, 6.19. Costs. Each party shall bear its own costs and fees Incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.20. No Third_Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are Intended to be direct or Incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement, 6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not Intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement, 6,22, Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of Intent or Interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with Its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless In writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver, 6.25. Severabjj&, if any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this I"t '—' Agreement',. bases( upon the substantial benefit of the bargain for any party, is materially Impaired, which determination made by the presiding court or arbitrator of compatentJurisdictlon shall be binding; then both parties agree to substitute such provision(s) through goon faith negotiations. 5.26, Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one acireement. 6.27. Cor orate guthority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally hound to the provisions of this Agreement. IN WITNESS WHEREOF, the and through their respective au WFAMA. TANT hereto have caused this Agreement to be executed by officers, as of the date first above written, Date: Data: � r =t = r'r'1z>4� :-- , A. rat h1 t�j. rA1 _. Name and Title Social Security or Taxpayer ID Number ATTEST: City Clerk and. x -officio C erk of the City of Costa Mesa —t 4:::7"— Ira ir. --- p -I ,5- APPROVED A — ORM: City A orney Date: 7 APPROVED AS TO INSURANCE: Date: f Risk M16nagament APPROVED AS TO CONTENT: It Project Manager V DEPARTMENT HEAD APPROVAL Date: " ., Date: Gary Arrr}s rang, eveiopmen services Director nn. �t Data,,: 1�� ` IS ,,I�.Wnm Finance bettor I (p— Attachment B CITY OF COSTA MESA, CALIFORNIA Purchase Requisition ❑ Purchase Order ❑ Change Order Amendment (Leave Blank for Time Stam Purchase order Number Assigned by Purchasing) Business Unit: City Date Requisitioned: 03/03/16 Department: Development Services Division: Planning Ship To Address: 77 Fair Drive, CM 92626 Contact Person: Silvia Kennerson Phone Number: 5023 Send Copy of P.O. to: Contact Person and / or Request is for Budgeted item(s) ❑ Request is for UNBUDGETED item(s)-(Memo Attached) ❑ Item(s) Pending Budget Amendment Request #_ ❑ Requesting Sole Source (Justification Form Attached) ❑ Fixed Asset Tag Request ItemQty No. Unit Items (Give Full Description: Size, Catalog No. Etc.) Unit Price Estimated Amount 1 Renew Existing Professional Services Agreement Between the Ci $42,427.00 Of Costa Mesa and Lilley Planning Group; Year 1 of 2 One Year Options To Renew (07/01/16-06/30/17); Reference PO #10446 !f additional lines are needed, please attach a second seet. Sales Tax (8.00%): Const./Prof. Svs. Agmt. Completion Date: 117 Include Shipping Fee: Insurance Required: Yes (Certificate attached ❑ No Estimated Total Cost: $42,427.00 Item # Account Fund Dept./Or. Program Project Amount 1 530201 101 18200 20320 $42,427.00 Comments: Total $42,427.00 Funds Are From Salary Savings in the Planning Division During FY15-16 Suggested Vendor: Lilley Planning Group Address: 135 S. State College Blvd., Ste. 200 City, State, Zip Code: Brea, CA 92821 Phone: 714-672-9906 Fax: Contact Person/Email: Ray Pascua ray@lilleyplanning Proper approvals are required before requisition Ordered By: Department Director/Authorized Signature Approved By: Director of Finance/Purchasing Officer Approved By: Chief Executive Officer (when required) PURCHASING DIVISION USE ONLY Vendor ID: Buyer: Insurance valid thru Ship To/Location: I Due Date: Standard Comments: ACC - ALL - ARR -BLA- CON -DCP- DIS - FCA -FCI- FIX - INS - IS - IST -ORG -QTR - REM - SUB -T&C FINANCE DEPARTMENT USE ONLY Available Appropriation: ❑ Yes [-]No As of: Confirmed By: REV 2129116 —19—