HomeMy WebLinkAbout25A - AGMT - EIR AT 1584 E SANTA CLARA AVEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 15, 2012
TITLE:
AGREEMENTS FOR ENVIRONMENTAL
SERVICES WITH URS CORPORATION TO
PREPARE AN EIR FOR A 24-UNIT SINGLE
FAMILY RESIDENTIAL DEVELOPMENT AT
1584 EAST SANTA CLARA AVENUE
CITY MANAGER
RECOMMENDED ACTION
Authorize the City Manager and the Clerk of the Council to:
CLERK OF COUNCIL USE ONLY:
APPROVED
? As Recommended
? As Amended
? Ordinance on 1" Reading
? Ordinance on 2"d Reading
? Implementing Resolution
? Set Public Hearing For
CONTINUED TO
FILE NUMBER
1. Execute the attached amendment to the agreement with URS Corporation for
environmental services in an amount not to exceed $48,905 for a new 24-unit single-family
residential development at 1584 East Santa Clara Avenue, subject to non-substantive
changes approved by the City Manager and City Attorney.
2. Execute the attached agreement with URS Corporation for environmental services in an
amount not to exceed $5,810 for technical analysis and meeting attendance in conjunction
with the listing of the property on 1584 East Santa Clara Avenue on the City's historic
register subject to non-substantive changes approved by the City Manager and City
Attorney.
DISCUSSION
In April 2010, Tava Development contacted the City with the intent to re-commence development
of the former Empire Homes 24-unit single family residential development at 1584 East Santa
Clara Avenue. The Tava Development proposal was proposed to be similar in scope, layout and
quality to the previously proposed project by Empire Homes. Due to the potential for significant
environmental impacts, an environmental impact report (EIR) was required for this project
pursuant to the California Environmental Quality Act.
A Request for Proposal was circulated to three qualified environmental firms in 2007 as a part of
the Empire Homes proposal. URS Corporation was selected as the environmental consultant
and it thereafter began work on the EIR. URS had nearly completed the draft EIR when, in 2009,
Empire Homes decided to cancel the project due to economic circumstances. Work on the EIR
was discontinued at that time.
An agreement with URS was originally approved in December 2010 in the amount of $48,335.
Further, two additional amendments for $44,974 were approved in November 2011 and March
25A-1
Agreements with URS Corporation
October 15, 2012
Page 2
2012 for the preparation of a new initial study, additional traffic analysis and for a new Cultural
Resources analysis for the site.
On June 4, 2012, the City Council placed the Sexlinger Farmhouse and Orchard on the City's
Register of Historical Properties. In response, Concordia University and Lutheran High School of
Orange County, the property owners, filed a notice of intent to demolish the historic property,
which triggers further environmental review per Chapter 30 of the Santa Ana Municipal Code.
The amendment to the existing agreement will include a detailed analysis of an additional
alternative to the single-family residential development. Additionally, technical memorandums to
the alternative will be prepared, revisions will be made to the draft EIR, and the draft EIR will be
recirculated for public review and comment. As a result, staff is requesting that an amendment to
the agreement be executed with URS in an amount not to exceed $48,905. This agreement will
remain in effect until completion of the EIR. The entire cost of this work has been covered by the
developer; and funds in this amount will be deposited with the City.
The new agreement is for additional research and work products requested by the City due to the
listing of the property on the local historic register. It allows URS to provide City staff with
expertise and guidance related to the listing of the property and URS's attendance at the Historic
Resources Commission and City Council meetings. As a result, staff is requesting that an
agreement be executed with URS in an amount not to exceed $5,810. The cost of this work will
be covered by the City.
FISCAL IMPACT
Funds in the amount of $48,905 will be deposited by Concordia University into the Planning and
Building Agency account for contractual services (No. 09801001-24035) prior to the consultant
commencing any work. The agreement for technical support will be covered by the Planning and
Building Agency's account for contractual services (No. 01116510-62300).
APPROVED AS TO FUNDS AND ACCOUNTS:
Ja . Trevino
Executive Director
Planning and Building Agency
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
VF:rb
Areports\URS Corporation EIR 3r0 contract amendment.cc101512revised
Exhibit: 1. Amendment to the Agreement
2. Agreement
25A-2
REVISED
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
THIS THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT is entered into on
2012, by and between URS CORPORATION, a Nevada corporation
("Consultant"), doing business as URS Corporation Americas, and the City of Santa Ant, a charter city
and municipal corporation of the State of California ("City").
RECITALS:
A. The parties entered into Professional Services Agreement #A-2010-233, dated December 6, 2010,
(hereinafter "said Agreement") by which Consultant provided professional environmental reports
and services. Thereafter, the parties entered into a First Amendment to Professional Services
Agreement #A-2010-233-01, dated December 22, 2011. Thereafter, the parties entered into a
Second Amendment to Professional Services Agreement #A-2012-064, dated April 17, 2012.
B. In accordance with the terms and conditions of said Agreement, as amended, the parties wish to
further amend the Scope of Services and Compensation to include additional required CEQA
services for the TAVA Development project.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions of said Agreement, except as herein modified, the parties agree as follows:
1. Section 1, SCOPE OF SERVICES, shall be amended to include those services3 necessary to
complete the TAVA Development project environmental review, as set forth in Consultant's
Proposal for Revised EIR Including the Additional Alternative Analysis dated September 14, 2012,
attached hereto as Exhibit A and incorporated herein by this reference.
2. Section 3, COMPENSATION, shall be amended to increase total compensation to Consultant by
an amount not to exceed $48,905 in additional compensation to pay for the specific SCOPE OF
SERVICES added by this Third Amendment to Professional Services Agreement, as identified in
the Fee Estimate in Exhibit A attached hereto and incorporated herein by this reference.
3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full
force and effect.
25A-3
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Professional
Services Agreement on the date and year first written above.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
JAY TREVINO
Executive Director - PBA
CITY OF SANTA ANA
PAUL M. WALTERS
City Manager
URS CORPORATION
HARLEY S. MARTIN
Vice President
25A-4
EMBIT A
(Attached)
25A-5
J
September 14, 2012
Mr. Vince C. Fregoso, AICP
Principal Planner
Planning Division
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
SUBJECT: PROPOSAL FOR REVISED EIR NcLUDLNG Tim ADDITIONAL ALTERNATIVE ANALYSIS
Dear Mr. Fregoso:
Pursuant to a request from the City of Santa Ana (City),-URS Corporation (URS) is pleased to submit
this revised proposal to provide additional alternatives' analysis for the'.Sexlinger Orchard Project
Environmental Impact Report (EIR). Based on comments received during the Draft EIR public
review period regarding property and cultural resources, a Supplemen-taL.- Cultural Resources
Technical Memorandum was prepared in December 2011 to revise the Cultural Resources section of
the Draft EIR to further address the Sexlinger Residence. The results of an April 'S, 2012 hearing
held by the City's Historic Resources Commission (HRC) did not support the property's listing on
the Santa Ana Register of Historic Property. However, the results of a June 4, 2012 hearing held by
the City Council supported the property's listing on the Santa, Ana Register of Historic Property,
against the HRC's previous ruling.
As such, the property is now listed in the City?of Santa Etna's Register of Historic Properties and the
environmental document for the proposed residential subdivision must be revised to include this
information and address_it accordingly. We understand that since the time of the City Council's
action of listing the properly, the HRC-met on June 28, 2012 to receive public testimony regarding
alternatives to the project. This information Nvill also be addressed in the environmental document.
This revised proposal addresses further revisions required to the environmental document including
incorporation of one (1) additional alternative - the Hybrid Development Alternative - involving
relocation of the Sexlinger Residence onto a portion of the property, in closer proximity to the
orchard, and 21 houses would be built on the remaining portion of the property. Three (3) other
alternatives will be mentioned, however per direction of the City, these alternatives will be dismissed
and not discussed or analyzed further in the Revised Draft EIR. Justification for dismissal will be
included in the Revised Draft EIR, as provided in finalized text by the City. The three (3)
alternatives to be mentioned areas follows.
- Museum and Urban Agricultural Center Alternative;
- Partial Park/Educational Facility Alternative; and
- Urban Garden/Women's Shelter Alternative.
The proposed scope of services for revisions to the environmental document, and associated costs,
are described below.
URS Corporation
2020 East First Street, Suite 400
Santa Ana, CA 92705
Tel: 714.835.6886
Fax: 714.433.7701
YAW.Urscorp.com
25A-6
Mr. Vince C. Fregoso
City of Santa Ana
Page 2 of 6
TASK 01- DISCUSSION OF NEW ALTERNATIVE
URS will meet internally to discuss the Hybrid Development Alternative and develop methods of
analysis. URS will participate in one (1) conference call with City staff to discuss the Hybrid
Development Alternative with respect to the public testimony received at the HRC Hearing on June
28, 2012. Up to three (3) URS staff will participate in the internal meeting and conference call with
the City.
TASK 02 - TECHNICAL MEMORANDUMS TO ANALYZE ALTERNATIVE
Technical Memorandums, prepared as addenda to existing-technical studies, will be provided for the
following technical resources to analyze the Hybrid Development' Alternative; (1) Cultural
Resources and (2) Transportation/Traffic. The Technical Memorand»tns will analyze only the
Hybrid Development Alternative. URS internal technical review will be performed by Senior URS
staff on Technical Memorandums prepared for the project. Should additional Technical
Memorandums be required for other technical studies, a separate arnendment will be required. The
Technical Memorandums will be prepared with available inf. rmation provided by the City, URS
will participate in one (1) conference call ,with the City with up to three (3) URS staff during the
assessment of the alternative and preparation of the Technical Memorandums.
Assumptions:
1. Concurrent with the Noticcto Proceed, the City will provide URS with a final description of
the Hybrid Development Alternative to be considered as a result of Task 01 above.
2. New Technical Reports will not be required for the Hybrid Development Alternative.
3. URS will ;provide as electronic copy of the two (2) Technical Memorandums for City staff
review and comment.
4. URS will address and incorporate one (1) round of comments/review provided by the City on
the hvo (2) Technical Memorandums.
5. URS will participate in one (1) conference call with the City with up to three (3) URS staff to
discuss the alternative and the preparation of the Technical Memorandums.
TASK 03 - EIR REVISIONS AND ANALYSIS OF ADDITIONAL ALTERNATIVE
As a result of the project, property?s recent listing and status as a local historical resource, a more
substantial level of analysis_ is: required to consider if the project and the project alternatives will
affect the property's historical significance, and potentially have a significant impact that cannot be
mitigated to a level less than significant. The Sexlinger property is a rural cultural landscape, which
makes it a more complex resource than a physical structure, and includes features such as circulation
networks, responses to its natural environment, viewslueds and vistas, landscape dividers, and site
furnishings and ancillary features. This analysis will be needed as part of the re-circulated EIR.
Project impacts from the original project (24 homes) must now be analyzed to determine significant
impacts to the historical resources. Under the proposed project, the entire property would be
25A-7
Mr. Vince C. Fregoso
City of Santa Ana
Page 3 of 6
demolished, including the residence and orchard, which will affect the property's eligibility and
listing. As a result, the project will be examined and analyzed to see if it could follow the Secretary
of Interior Standards for Rehabilitation to determine if impacts can be brought to a level of less than
significant. Mitigation measures may be developed to lessen the project's impacts; however, there
may still be a significant impact and a Statement of Overriding Considerations would have to be
prepared as part of the CEQA assessment. Additionally, since ibis likely there will be significant
public and agency comments regarding the proposed impacts from this project to a locally listed
historic resource, our efforts associated with this analysis will be increased to substantiate the
findings and to minimize possible CEQA challenges to the document.
Analysis of the new Hybrid Alternative will also be -incorporated into ,the environmental document
and will consider whether the Sexlingcr property would retain its eligibility for listing to the City of
Santa Ana's Register of Historic Properties, as well as whether the`.:project would impact the
historical resource. Future uses of the residence and the orchard areas' will be considered to
determine if a change in use could cause a significant impact.. Further, since the orchard is an
important part of the property, the removal, relocation, or development near the trees could impact its
significance.
Assumptions:
1. URS will provide an °electronic copy of the Revised Draft EIR for the City staff review and
comment.
2. URS will address and incorporate one (1) round of comprehensive department-coordinated
comments provided by the City on the Revised Draft EIR.
3. URS assumes no changes Nvill be made to the.original project description or to any portions
of the Revised Draft EIRnot related tothe additional alternative.
TASK 04 - NOTICING AND RE-CIRCULATION OF DRAFT EIR
URS will prepare a Notice of Availability;(NOA) for the revised Draft EIR. The NOA will be
mailed by URS via regular trail to those identified on the Distribution List, as previously provided by
the City.
URS will coordinate the reproduction of hard copies of the Draft EIR document. URS will provide
to the Cita? 25 hard copies of the Draft FIR and 25 CDs with Appendix B: Technical Studies. URS
will also provide 10 CDs with the PDF version of the Draft EIR.
URS will coordinate with the State of California, Office of Planning and Research, State
Clearinghouse and prepare 15 Executive Summaries, 15 CDs of the EIR document, and copy of the
NOA. URS will submit the package to the State Clearinghouse via overnight delivery.
Assumptions:
1. URS will provide the City an electronic copy of the NOA for review.
25A-8
1; ?
Mr. Vince C. Fregoso
City of Santa Ana
Page 4 of 6
2. URS will address and incorporate one round of City comments on the NOA.
3. URS assumes that the same Distribution List, previously provided by the City, will be
utilized again for distribution the NOA. Any additional names will be provided by the City
to URS in a timely manner.
4. URS assumes the City will be responsible for noticing of the NOA in a newspaper of general
circulation.
5. URS assumes the City will place copies of the .DEIR, including all related Technical
Memorandums and Appendices, at the City Planning Counter, City Public Library, and will
be responsible for posting these documents on the City's web-site.
6. URS assumes the City will be responsible for nailing and distributing hard copies to other
interested parties and agencies beyond the 25 Bard copies provided,
TASK 05 - ATTENDANCE AT PLANNING COMMISSION HEARING
URS staff will be available to attend one (1) Planning Commission Hearing held, to hear public
testimony on the Revised Draft EIR. Up to. three (3) URS staff -will attend one (1) Hearing. URS
will participate in one (1) conference call with the City with up to three (3) URS Staff to discuss the
results of the hearing.
Assumptions:
1. URS involveniPit at the hearing will be limited to providing a response for questions related
to the preparation"and content of the Revised Draft EIR and will not include preparation of
materials or hearing presentations.
2. `- iTRS assumes that any required revisions to the Draft EIR based on discussion and/or
testimony presented at the public hearing will be appropriately documented by City staff
through notes, meeting minutes, or via a court reporter/transcription service to be provided by
the City.
3. If the Plamling Commission Hearing is extended or continued to multiple sessions beyond
one (1) hearing, an ainendme' nt will be required to attend those additional hearings.
TASK 06 - RESPONSE TO COMMENTS
Upon close of the public review period, URS assumes City staff will compile and distribute one (1)
complete set of all comments received on the Revised Draft EIR. URS will address only comments
related to the additional alternatives or new information provided in the Revised Draft EIR. URS
will address up to 15 comment letters received on the revised alternatives analysis. Comment letters
beyond the 15 letters or comments that require substantial analysis will require additional fees
through a subsequent contract and budget amendments. Responses to the comments will be prepared
and submitted electronically to the City for review. URS will address and incorporate two (2) rounds
of comments by the City on the URS responses. URS will finalize the response to comments and
forinat the comment letters and responses for inclusion into the Final EIR. An internal review will be
performed by Senior URS staff on the responses to comments.
25A-9
0
A9r. Vince C. Fregoso
City of Santa Ana
Page 5 of 6
Assumptions:
1. URS will address up to 15 comment letters.
2. URS will notify the Client of any anticipated budget constraints when reviewing comments.
URS will provide the client with a scope amendment if comprehensive responses are
required, beyond those that can be addressed within the agreed upon budget.
3. City will be responsible for submitting response to comments to those agencies and interested
parties that request to review the responses prior to approval of the document.
4. City comments between each department will be reviewed for inconsistencies and resolved
by the City prior to transmitting to URS.
TASK 07 - FINAL EIR
URS will finalize and format the FIR. The final FIR document will include the response to
comments, and accompanying Appendices. Some of the appendices, depending oil file size, will be
provided on CD. URS will provide an electronic copy to the City for one round'of review of the
document. URS will address any coninients. provided by the City on the draft Final EIR. URS will
provide the City with 15 hard copies of t.l a Final EIR and 15 copies of the document on CD. URS
will perform an internal review by Senior URS staff on the Final FIR.
Assumptions:
1. URS will provide an electronic copy to tie City for one round of review.
2. URS will provide 15 hard copies of the Finial EIR document.
3. URS will provide 15 Clls of the Final EIR.
4. City will be responsible for delivering the final EIR document to agencies and interested
parties.
TASK 08 - PROJECT MANAGEMENT
The project management task is for continued day-to-day management of the project through the
extended duration of this project until the time of anticipated review by the Planning Commission
and City Council. 'Activities under this task include quality control, billing, preparation and review
of status reports and invoices, and coordination with the City for any project-related issues for this
highly;controversial project. The project manager assigned to this task will participate in conference
calls or meetings, as needed, with the City regarding any issues that may arise during preparation and
review of the environmental document.
COST AND SCHEDULE
URS' estimated cost to implement the services is $48,905.00 based on a not-to-exceed, time-and-
materials basis. Our proposal includes the costs for the proposed services, as well as our assumptions
25A-10
Mr. Vince C. Fregoso
City of Santa Ana
Page 6 of G
and level of effort associated with performing the above scope of work as specified above and based
on the cultural resource issues experienced on this project since release of the DEIR.
We anticipate the environmental document can be completed within the general schedule outlined by
City staff on June 11, 2012, with a Revised Draft EIR ready for recirculation by end of October;
however, a finalized schedule will be prepared upon receipt of the Notice to Proceed for this
proposal. Based on the information received to date, it is envisioned that the project costs will be as
anticipated in our proposal. However, circumstances and issues that cannot be anticipated ahead of
time may be encountered that will affect project costs and/or schedule, which will result in additional
costs. Furthermore attendance by staff other than those identified (i.e., different billing rate) will
result in additional costs.
Please feel free to contact us if you have questions or require additional information.
Sincerely,
Will Manker Richard Hart
URS CORPORATION URS CORPORATION
Manager Environmental Services - Los Angeles Office Manager
Basin Vice President Vice President
25A-11
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25A-1 0 0 0o 2
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 15'i' day of October , 201.2 by and
between URS CORPORATION, a Nevada corporation, doing business as URS Corporation
Americas ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation of
the State of California ("City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field
of cultural resources services.
B. Consultant represents that Consultant is able and willing to provide cultural resources
services at the May 7, 2012, and June 4, 2012, City Council hearings as part of the appeal
filed by the Save Our Orchard Coalition regarding the City's Historic Resources
Commission's finding on April 5, 2012, that the Sexlinger Orange Orchard should not be
listed on the City's historic registry.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows;
SCOPE OF SERVICES
Consultant shall provide professional consulting services pertaining to cultural resources
services, including appearances at the May 7, 2012, and June 4, 2012, City Council hearings.
The specific scope of services and budget is attached hereto as Exhibit A and is incorporated by
this reference to this Agreement.
2. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work product which results from the services
provided. Said work product shall be submitted in hard copy and nrdduced in a form compatible
with the City's computer system, as agreed between the r, acct Manager and Consultant. In
regard to all copyrightable material produced as a delive-able under this Agreement, including
but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes,
and computer programs, Consultant agrees, for itself and for its affected officers, employees,
agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted
without prior review from the City, and (b) the authors of all such material, whether copyrighted
or not, award to the City, and to its officers, agents and employees acting within the scope of
their official duties, as a condition of payment to the Consultant, a7 royalty-free, nonexclusive,
EXHIBIT 2
25A-13
irrevocable license throughout the world for governmental purposes to disclose, publish,
translate, reproduce, and use such materials.
COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the
cumulative rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $5,810.00 during the term of this Agreement. Payment by City shall
be made within thirty (30) days following receipt of proper invoice evidencing work performed,
subject to City accounting procedures. Payment need not be made for work which fails to meet
the standards of performance set forth in the Recitals which may reasonably be expected by City.
d. TERM
This Agreement shall commence on the date first written above and terminate upon the
completion of the Scope of Services or depletion of the uia:.imum contract amount as stated in
Section 3 above, unless terminated earlier in accordance with provisions below. The term of this
Agreement may be extended upon a writing executed by both parties, including the City
Manager and the City Attorney for the City.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. 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 to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries
and wages, employer's social security taxes, unemployment insurance and similar taxes relating
to employees and shall be responsible for all applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers
and representatives as additional insureds) 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 Consultant'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
2
25A-14
injury, including death resulting therefrom, and p.operty damage, in the total amount
of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B
upon execution of this Agreement and shall be approved in form by the City
Attorney.
b. Worker's Compensation ln.urance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be
insured against liability for worker's compensation or to undertake self-insurance.
Prior to commencing the performance of the work under this Agreement, Consultant
agrees to obtain and maintain any employer's liability insurance with limits not less
than $1,000,000 per accident.
c. Professional liability (errors and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim.
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by the Agreement.
(ii) Certificates of insurance shall be fironished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) 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.
e. If Consultant 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 affect
Consultant's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the City.
7. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise due to
negligent acts, omissions or willful misconduct, from the di; ct or indirect operations of the
Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their
behalf which relates to the services described in section 1 of this Agreement; and (2) from any
claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is
3
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due by reason of the terms of or effects arising from, and to the extent of Consultant's, negligent
acts, omissions or willfiil misconduct in the performance of this Agreement.
CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/,)r proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or ott_.,r communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: City of Santa Ana
C/o Clerk of the Council
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With copy to: Executive Director of PBA
City of Santa Ana
20 Civic Center Plaza
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 973-1461
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and City Attorney
City of Santa Ana
20 Civic Center Plaza (tit-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:URS Corporation
Harley S. Martin
Vice President
Division Manager
Environmental Planning
2020 East First Street, Suite 400
Santa Ana, CA 92705
telephone (714) 648-2899
cell (714) 227-8597
telefacsimile (714) 433-7701
harley_mailin@urscorp.com
A party may change its addres, by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive stµtement between the City and
Consultant, and supersedes any and all other agreements, oral or writtcn, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement mar not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any proposal or other instrument that are inconsistent with,
or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the
City. 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.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
25A-17
written consent of the City and any such assignment, tran3fZx, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay
Consultant compensation for all services performed by Consultant prior to receipt of such notice
of termination, subject to the following conditions;
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product completed as of such date, and in such case such
work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity omployer
and shall comply with all applicable federal, state and local laws and regulations.
15. JURISDICTION -VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection -vvith or by reason of this Agreement.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, mair..tain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the t!r ced States, the State of California,
the City of Santa Ana and all other governmental agen,;ies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
25A-18
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbetow has the
power, authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fiilly, including reasonable costs and attorney's
fees, for any injuries or damages to City in the event that such authority or power is
not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached he-eto shall be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
Ryan O. Hodge
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
JAY TREVINO
Executive Director - PBA
7
CITY OF SANTA ANA
PAUL M. WALTERS
City Manager
URS CORPORATION
HARLEY S. MARTIN
Vice President
25A-19
EHIBIT A
SCOPE OF SERVICES
(Attached)
25A-20
May 29, 2012
Mr. Vince C, Fregoso, AICP
Principal Pla?uter
Planning Division
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
SU33J3;C ,., I"ROPOSAL TOIL CULTURAL RESOURCES SERVICES 3N SUPPORT OF THE TAVA
DEVELOPMENT EIR CITY COUNCtI. Hr mm, MAY 7, 2012 AND Jun, 4, 2012.
Dear Mr. Fregoso,
Pursuant to a request from the City of Santa Ana (City), URS Corporation (URS) is pleased to submit
this proposal to provide cultuffli resource services at the May 7, 2012 and June 4, 2012 City Council
Hearing as part of the appeal filed by the Save our Orchard Coalition regarding the City's Historic
Resource Commission's finding on April 5, 2012 that the Sexlinger Orange Orchard is ineligible.
The proposed scope of services and costs are briefly described be;),v.
TASK 01000 - PRE-HEARING PREPARATION, HEARING ATTENDANCE, AND MEETINGS
URS will offer support regarding the past assessments and determinations of eligibility that have
been prepared for the Sexlinger Orange Orchard. These assessments are limited to the studies
prepared by Sapphos, Discovery Works, and URS. To prepare for the City Council Hearings, URS
will review the Sapphos memorandum, Discovery Works report and accompanying attachments, the
Historic Resources Commission Application No.2012-01 Request for Historic Resources
Commission Action packet, the City of Santa Ana Planning and Building Agency Planning Division
Appeal Application packet (as submitted by Save Our Orchard Coalition) ineluding 13 letters of
opposition.
The URS Architectural History Team Lead will focus on the . letter included in the Appeal
Application front the Save Our Orchard Coalition, which includes four factors that contribute to and
formulate the basis of their appeal. URS will review the applicable City of Santa Ana Municipal
Codes regarding designation of Historical Properties within the City, specifically mentioned in the
Save Our Orchard Coalition letter. The URS Architectural History Team Lead will also review, in
detail, the opposition letter submitted by tite Office of Historic Preservation and research the validity
of the claims to include the property for listing in the National Register of Historic Places tinder
Criterion A (Association with Important Events) and Criterion C (Embodies the distinctive
characteristics of a type, period or method of construction) stated in the letter. URS will consult with
cultural resources experts, including former SHPO staff within URS; for additional information
regarding the validity of the opposition letter. URS will review the above, mentioned reports, memos,
application packets, and letters filed and received by the City Ot-ough May 1, 2012 and prepare for
any questions that may arise from tite City Council Hearings )it May 7, 2012 and June 4, 2012. URS
will also participate in no more than three meetings wiih the City via teleconference and two
meetings in-person prior to the hearing on May 7 and June 4. It is assumed the in-person meeting
UR$ Corporatlon
2020 East First Street, Suite 400
Santa Ana, CA 92705
Tel: 714.835.6888
Fax: 714.433.7701
tiwm.urscorp.com
25A-21
URS
Mr. Vince C. Fregoso
City of Santa Ana
Pago 2 of 2
would occur on May 7 and June 4, before the City Council Hearings, and Mr, Jeremy Hollins, MA,
Architectural History Team Lead/Senior Architectural Historian, will provide the cultural resource
support services.
Mr. Hollins and one support staff will attend two (2) City Council Appeal Hearings on May 7, 2012
and June 4, 2012 and will be able to answer questions regarding the past determinations of eligibility
for the City Council, and be available for a de-brief following the Hearings with the City. Mr.
Hollins and/or URS will not make a presentation or prepare any type of multi-media or visual aide to
the City Council and will not answer other questions regarding the TAVA EIR, aside from the
cultural resources-related questions.
COST AND SCHEDULE
URS' estimated cost to implement the services is $5,810,00 based on a not-to-exceed, time-and-
materials basis. Our. proposal includes the costs for the proposed services, as well as our assumptions
associated with performing the above scope of work, Based on the information received to date, It is
envisioned that the project costs wilt be as anticipated In our proposal. However, circumstances and
issues that cannot be anticipated ahead of time may be encountered that will affect project costs and/or
schedule (including attendance at additional City Council Hearings beyond May 7 and June 4), which will
result In separate costs. Furthermore attondance by staff other than those identified (I.e., different billing
rate) will result in separate costs,
Please feel free to contact Youji Yasui at (714) 973-4007 if you have questions or need additional
Information.
Sincerely,
U1R5 CORPORATION
arley Martin
Vice President
Environmental Planning Division Manager
Attachment A -- Pee Estimate
25A-22
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25A-23
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to tl_e following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and rep' esentatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits ) '"bility, The inclusion of any
person or organization as an insured shall not affect any ri ht which such person or organization
would have as a claimant if not so included,
4, With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy # _
Issued to
this endorsement form as a part of
Named Insured
Countersigned by _
Authorized Representative
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