AGR-7386 - DUANE MORITA PLANNING & ENVIRONMENTALPaR_?33 b
PROFESSIONAL SERVICES AGREEMENT
[Planning and Environmental Support Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 264- day of , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal c6rporation ("City"), and DUANE MORITA
PLANNING & ENVIRONMENTAL, a sole proprietorship ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
PaR_?33 b
PROFESSIONAL SERVICES AGREEMENT
[Planning and Environmental Support Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 264- day of , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal c6rporation ("City"), and DUANE MORITA
PLANNING & ENVIRONMENTAL, a sole proprietorship ("Contractor"), who agree as follows:
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
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8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Contractor shall commence the work in accordance with the
time period set forth in Exhibit "A" or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at tha times of tha A-InX7 to tha eatiefantinn of ('itw Anv arantPrl ehall ha limitarl to tha
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
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of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold City, its City Council and each member thereof, and the officers, officials, agents and
employees of City (collectively the "Indemnitees") entirely harmless from all liability arising out
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of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
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b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. If Contractor has employees, Contractor shall carry workers' compensation
insurance as required by law for the protection of any employees during the progress of the work.
Contractor understands that it is an independent contractor and not entitled to any workers'
compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
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b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
agents, and employees are declared to be additional insureds under the terms of the policy, but
only with respect to the work performed by Contractor under this Agreement. A policy
endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu
of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an
additional insured as a contracting party. The minimum coverage required by Subsection 18.b and
c, above, shall apply to ,City as an additional insured. Any umbrella liability insurance that is
provided as part of the general or automobile liability minimums set forth herein shall be
maintained for the duration of the Agreement.
5,
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least one (1) year from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least one (1) year from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
1. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
6
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
lib. 1 If the work provided for in this Agreement constitutes a "public works," as
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notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
(IRCA); and
(2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
(3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 2Le.
g. If Contractor or subcontractor knowingly employs an employee providing
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without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein; all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
n.
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR"
Duane Morita Planning & Environmental
6643 East Smokey Avenue
Orange, CA 92867
Attn.: Duane Morita
Telephone: (714) 457-5712
E-Mail: dmorita55@gmail.com
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Anna Pehoushek
Telephone: (714) 744-7242
E-Mail: apehoushek@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
[Remainder of page intentionally left blank; signatures on next page]
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
"CONTRACTOR" "CITY"
Duane Morita Planning & Environmental City of Orange
6643 East Smokey Avenue 300 E. Chapman Avenue
Orange, CA 92867 Orange, CA 92866-1591
we
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
DUANE MORITA PLANNING &
ENVIRONMENTAL, a sole proprietorship
*By:
Printed e: 1A A4-D ► a
Title: W14
"CITY"
CITY OF ORANGE, a municipal corporation
By:
Rob Ifouston, City Manager
*By: APPROVED AS TO FORM:
Printed Name:
Title: 1WM �A �%A k A -A kA tO
Mary E. ing
Senior Assistant City Attorn
*lvnrr, • cv*1 T rnnnirne +hn fnllnXxrinfr nn hahalf of +hn Pn"+v-ar+nr-
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR"
DUANE MORITA PLANNING &
ENVIRONMENTAL, a sole proprietorship
"CITY"
CITY OF ORANGE, a municipal corporation
10
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
DUANE
MORITA
P
L A
N N I N
G &
ENVI
RO N MENTAL
June 2, 2022
Ms. Anna Pehoushek
Assistant Community Development Director
Community Development Department
City of Orange
300 East Chapman Avenue
Orange, CA 92866-1591
SUBJECT: PROPOSAL TO PROVIDE PLANNING AND
ENVIRONMENTAL CONTRACT SUPPORT SERVICES — CITY
OF ORANGE
Dear Ms. Pehoushek:
Environmental Planning
Contract City Staff Services Entitlement Processing I am pleased to submit this letter proposal to provide the City of Orange with contract
General & Specific Plair Planning and Environmental services. I have organized this letter proposal into the following
Policy Planning sections: (I) Understanding of City Needs; (II) Scope of Work; and (III) Billing Rate.
6643 Last Smokey Avenue I. UNDERSTANDING THE NEEDS OF CITY OF ORANGE
Orange, CA 92867
TliP Citu . F (l—.,n.. ;.
DUANE
MORITA
P
L A
N N I N
G &
ENVI
RO N MENTAL
June 2, 2022
Ms. Anna Pehoushek
Assistant Community Development Director
Community Development Department
ii. .�L.vri.:, yr v1�1i
I propose to assist City Planning staff by providing the following services:
• Prepare Code Amendments as deemed necessary by staff, including housing -related
amendments and other amendments required by recent State laws.
• Review and process CEQA documents, including EIRs.
• Review Specific Plan documents.
• Prepare and/or review other Planning -related documents as assigned by staff.
• Prepare review memos and staff reports for Planning Commission and City Council.
Attendance at Planning Commission and City Council public hearings will not be
required.
III. BILLING RATE
As you are aware, because I am a one-man shop, and not a large consultant firm, I do not charge any
overhead costs, which other consultant firms will do. I am able to work within any City budget. Accordingly,
I propose to have a lower billing rate given my experiences, as compared to other larger consultant firms. I
am proposing a billing rate of $125.00/hour and will charge on a time and materials basis.
If the terms of this proposal are acceptable, please endorse the signature line below.
I look forward to working with you and the City of Orange again. Please contact me at (714) 457-5712 or
email me at dmorita55@gmail.com if you have any questions or require anything else.
Sincerely,
Duane Morita
Planning and Environmental
III. BILLING RATE
As you are aware, because I am a one-man shop, and not a large consultant firm, I do not charge any
overhead costs, which other consultant firms will do. I am able to work within any City budget. Accordingly,
I propose to have a lower billing rate given my experiences, as compared to other larger consultant firms. I
am proposing a billing rate of $125.00/hour and will charge on a time and materials basis.
If the terms of this proposal are acceptable, please endorse the signature line below.
I look forward to workinLy with you and the Citv of Ornnsre again_ Plence rnntnrt me nt (714) 457-g712 nr