HomeMy WebLinkAboutOLSON COMPANY, THE INSURANCE ON 1-ILP AGREEMENT BETWEEN THE A-2000-1 1
t; ! CITY OF SANTA ANA AND
(IF °y ---- THE OLSON COMPANY
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This Agreement is made and entered into this /7i day of ft 2000,
by and between the City of Santa Ana, a charter city and municipal rpora ' n duly
organized and existing under the Constitution and laws of the state of California("City"),
and the Olson Company, a California corporation("Olson").
RECITALS
A. The City and the Community Redevelopment Agency of the City of Santa
Ana("Agency") are interested in developing a new housing project along Santa Ana
Boulevard, in a thirty-acre project area, allowing for the development of single family
detached dwellings, attached townhouses and live-work studios, expected to result in the
development of approximately 28 single family detached units and 16 townhouse units in
groupings of two and three units. The Agency has been authorized to contribute towards
the compensation for the preparation of a specific plan which will set forth standards and
criteria for the foregoing development of the "Specific Plan".
B. Under the direction of the City, Olson will be responsible for coordinating
the preparation of the Specific Plan,utilizing William Hezmalhalch Architects,Inc. and
Cotton Beland and Associates,two highly experienced firms for this type of project.
C. The Specific Plan will provide guidelines and standards for the
area bounded by Civic Center Drive on the north, Sixth Street on the south, Santiago
Avenue on the east, and French Street on the west.
D. Olson is experienced and capable of coordinating the services involved in
the preparation of the Specific Plan, as required and needed by the City.
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E. While City and Agency staff have undertaken negotiations of a
Disposition and Development Agreement(DDA)with Olson for a new housing project
along Santa Ana Boulevard, within the Specific Plan area, all terms of such agreement
have not been finalized. This action does not commit the City or Agency to any specific
project,not does it exclude any future discussions with other developers should
agreement with Olson not be reached. At this time,no agreements have been reached
other than those contained in this Agreement.
WHEREFORE, in consideration of the mutual and respective promises, and
subject to the terms and conditions hereinafter set forth,the parties hereto do hereby
agree as follows:
1. SCOPE OF WORK:
Olson will be responsible for coordinating the preparation of the Specific Plan, as
more clearly set forth in the Scope of Services attached hereto and incorporated herein as
Exhibit A. Such preparation shall include, but is not limited to the following main
activities, with approximate length of time for each activity:
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• Task 1 - Kick-off meeting/Research (2 weeks)
• Task 2 - Screen Draft of Specific Plan (6 weeks)
• Task 3 - Review Draft (2 weeks)
• Task 4 - Specific Plan for Hearings (2 weeks)
• Task 5 -Public Hearings and Meetings (12 weeks)
• Task 6 - Final Specific Plan (2 weeks)
2. TERM:
The services to be performed pursuant to the terms of this Agreement and all
attachments hereto shall be completed within a period of twenty-six (26) weeks from
commencement of such services. Work shall begin on the date of notification to proceed
from the Executive Director of the Agency, with an expected date of completion twenty-
six (26) weeks thereafter.
Either party may terminate this Agreement upon thirty(30) days written notice of
termination upon the other party. The City Manager, or his designee, is authorized to
terminate this Agreement on behalf of the City at his discretion.
3. COMPENSATION:
City and Olson shall split the cost for the preparation of the Specific Plan, with
each party contributing Twenty Thousand Dollars ($20,000.00), as the total cost for the
preparation of the Specific Plan is Forty Thousand ($40,000.00) with a contingency
amount of Two Thousand Dollars ($2,000.00)to be provided equally by each party, if
needed. A detailed breakdown of fees and expenses is set forth in Exhibit B attached
hereto.
Payment by City shall be made within thirty (30) days following receipt of
invoice evidencing work performed and actual costs, subject to City accounting
procedures.
Should the Agency not enter into a DDA with Olson, with respect to a project
within the Specific Plan area, within six (6) months from the date of completion of
services pursuant to this Agreement or should this Agreement be terminated by either
party pursuant to paragraph 2, above, City shall reimburse Olson the actual amount Olson
had contributed toward payment for the Specific Plan.
Notwithstanding earlier termination or failure to achieve agreement on a DDA,
Olson shall provide the City with any and all work product or working documents for the
preparation of the Specific Plan up to the date of termination or completion. This six(6)
month deadline may be extended by mutual written agreement between Olson and the
City Manager, or his designee.
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Should the actual total cost of the preparation of the Specific Plan amount to any
less than the allotted Forty Thousand Dollars,the difference of the actual cost subtracted
from the allotted amount shall be split evenly between both parties(i.e. Total actual cost
= $35,000, which would be $5,000 less than the total allotted amount,to be split between
the parties = each party would pay$17,500)
4. INDEPENDENT CONTRACTOR:
Olson shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City or the Agency. This Agreement
is not intended nor shall it be construed to create an employer-employee relationship, a
joint venture relationship, or to allow the City or Agency to exercise discretion or control
over the professional manner in which Olson performs the services which are the subject
matter of this Agreement; however, the services to be provided by Olson shall be
provided in a manner consistent with all applicable standards and regulations governing
such services. Olson may subcontract any of the services required hereunder without
prior written approval of the City or the Agency, except for those management services to
be provided by Olson itself, which management services may not be assigned or
subcontracted without the prior written approval of the City or the Agency.
5. NOTICES:
Notices to the parties shall, unless otherwise requested in writing, be sent by U.S.
mail, postage prepaid, or via facsimile, and addressed as follows:
TO CITY: Clerk of the Council
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702-1988
facsimile: (714) 647-6956
TO OLSON: The Olson Company
3020 Old Ranch Parkway, Suite 250
Seal Beach, CA 90740-2751
facsimile: (562) 370-2284
Attn: Javier Mariscal, Project Manager
6. HOLD HARMLESS:
City and Olson,respectively shall indemnify, defend and hold harmless the other,
its officers, agents and employees from and against any and all loss or damage, and from
any suits, actions and claims filed or brought by any person(s)however caused, arising
out of its negligent performance or failure to perform any and all things required to be
done by it pursuant to the terms of this Agreement.
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7. INSURANCE:
Olson shall cause its subcontractor(s)to obtain and maintain for the entire term of
this Agreement comprehensive general liability insurance, in companies acceptable to the
City, authorized to issue such insurance in the State of California. Said insurance shall
consist of the following:
a. Liability Insurance. Olson shall cause its subcontractor(s)to maintain in full
force and effect, for the period covered by this Agreement, comprehensive
general liability insurance. This comprehensive general and automobile
liability insurance shall name the City, its officers, agents and employees as
additional insured(s) (see attached Additional Insured Endorsement attached
hereto as Exhibit C) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting
therefrom and damage to property, resulting from any act or occurrence
arising out of Olson's operations in the performance of this Agreement,
including,without limitation, acts involving vehicles.
The amounts of insurance shall be not less than the following: single limit
coverage applying to bodily and personal injury, including death resulting
therefrom, and property damage, in the total amount of$1,000,000 per
occurrence.
b. Worker's Compensation Insurance, In accordance with the provisions of
Section 3300 of the Labor Code, if Olson's subcontractor(s) have any employees,there is
a legal requirement to be insured against liability for worker's compensation or to
undertake self-insurance. Olson agrees to cause its subcontractor(s) to comply with such
provisions before commencing the performance of the work under this Agreement.
c. The following requirements apply to all insurance to be provided by Olson:
1. A certificate of insurance shall be furnished to the City within 30 days
of the execution of this Agreement.
2. Certificates and policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other material
aspect without thirty (30) days prior written notice to the City.
d. If Olson fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's election,
to forthwith terminate this Agreement. Such termination shall not effect Olson's right to
be paid for its time and materials expended prior to notification of termination.
8. VALIDITY:
The invalidity in whole or in part of any provision of this Agreement shall not
void or affect the validity of any other provision of the Agreement.
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9. LAWS GOVERNING THIS AGREEMENT:
This Agreement shall be governed by and construed in accordance with laws of
the State of California.
10 NO COMMITMENT TO ENTER INTO ANY FURTHER AGREEMENT.
The parties to this Agreement each understand and acknowledge that the City has
reached no agreement with respect to the development of this project, and that nothing in
this Agreement constitutes a promise or commitment toward reaching such an agreement.
Olson explicitly acknowledges and agrees that the City remains free to negotiate for the
development of this project with any party.
11. EXCLUSIVITY AND AMENDMENT OF AGREEMENT:
This Agreement supersedes any and all other agreements either oral or in writing
between the parties hereto with respect to the obligations mentioned herein. Each party to
this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf
of any party which are not embodied herein, and that no other agreement or amendment
hereto shall be effective unless executed in writing and signed by both the City and
Olson.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date and year first above written.
ATTEST: CITY OF SANTA ANA
Orie
4�r�,
atricia E. Healy Pulid•
Clerk of the Council M. O or
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
Joseph W. Fletcher
City Attorney
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BY: Lisa E. Storck David N. Ream
Assistant City Attorney City Manager
RECOMMENDED FOR APPROVAL:
Cynthia J.Nelson,Executive Director Olson Urban Housing, LLC
Community Development Agency A Delaware Limited Liability Co.
By: The Olson Company,
a California orporation
Its Managin r
y:
• e: f(i4-r MAN
Tax ID#: 33 — og , g310
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EXHIBIT "A"
SCOPE OF SERVICES
Task 1. Kick-off Meeting/Research. The Cotton Beland Associates (CBA) project manager and The
Olson Company project manager will meet with Agency staff to review issues to be addressed in the
Specific Plan. CBA staff will also meet with other City department representatives as appropriate to
collect background information and identify City requirements for the Plan document.
Task 2. Prepare Screen Draft Specific Plan. CBA, together with The Olson Company, will provide a
complete screen draft Specific Plan document for review by Agency staff. The screen draft will consist of
text and illustrations addressing the following:
Project Description. A description of the distribution, location, type, and extent of permitted land uses,
including open space.
General Plan Consistency. A statement of the relation of the Specific Plan to the City of Santa Ana
General Plan, the zoning ordinance, redevelopment plans, and any other City planning documents
applicable to the project area.
Infrastructure. A description of the proposed distribution, location, and extent of planned public and
private infrastructure improvements/changes, including streets, pedestrian paths, water facilities, sewer
lines, drainage, solid waste disposal, and other essential facilities located in the Plan area and needed to
support the land uses described in the Plan.
Development Standards. Identification of the development standards applicable to the various permitted
land uses, including but not limited to lotting patterns, required setbacks, maximum building heights, lot
coverage, required landscaping, required parking spaces, etc.
Design Guidelines. Identification of minimum design standards and general design principals applicable
to all development projects.
Implementation Measures. Description of the regulations, programs, public works projects, and financing
measures necessary to carry out the provisions of the Specific Plan.
Prior to delivery of the screen draft document to the Agency, CBA will provide a complete draft to The
Olson Company. CBA will revise the document as directed by The Olson Company and provide five (5)
screen draft documents for submittal to the Agency.
This work scope assumes that The Olson Company will provide CBA with architectural renderings and/or
photographs of product type to be included in the Design Guidelines portion of the Plan.
Task 3. Meet to Review Screen Draft. Together with The Olson Company, CBA will meet with Agency
and other City staff as appropriate to review the screen draft Specific Plan.
Task 4. Prepare Specific Plan for Public Hearings. CBA will revise the screen draft Specific Plan to
incorporate City staff comments as appropriate. Forty (40) copies of the Specific Plan will be provided to
The Olson Company for internal use and distribution by the Agency.
Task 5. Public Hearings and Meetings. Adoption of the Specific Plan will require public hearings
before the Planning Commission and City Council. CBA staff will be available to attend these public
hearings. CBA will also be available to participate in any community meetings the Agency may wish to
conduct in the course of the Specific Plan program.
Task 6. Final Specific Plan. Following final City action on the Specific Plan, CBA will prepare the final
Plan document to include any changes directed by City decision makers. Twenty-five (25) copies and a
master reproducible will be provided to The Olson Company.
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EXHIBIT "B"
COMPENSATION - PAYMENT SCHEDULE
The Olson Company shall perform the work described in Exhibit"A"Scope of Services on a time and
material basis with an estimated budget not to exceed $40,000.00..
Additional work not specifically described in Exhibit "A" may not proceed without prior written
authorization from City.
Task 1 Kick-Off Meeting/Research $ 5,200
Task 2 Screen Draft Specific Plan $14,800
Task 3 Meeting to Review Draft $ 1,000
Task 4 Specific Plan for Hearings $ 9,500
Task 5 Public Hearings & Meetings $ 3,500
Task 6 Final Specific Plan $ 6,000
TOTAL $40,000
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