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AGREEMENT BETWEEN THE
CITY OF ARCADIA DEVELOPMENT SERVICES
DEPARTMENT AND THE TEMPLETON PLANNING GROUP,
CONSULTANT FOR THE PREPARATION OF AN
ENVIRONMENTAL IMPACT REPORT FOR THE EXPANSION
OF WESTFIELD SHOPPINGTOWN
THIS AGREEMENT is made and entered into this/�'j day of October, 1999, by and
I .
between the CITY OF ARCADIA (herein called "City"), 240 West Huntington Drive,
Arcadia, California 91007 and Templeton Planning Group, 1470 Jamboree Road, Suite
200, Newport Beach, CA 92660 (herein called "Consultant").
WHEREAS, the Westfield Corporation (herein called "Applicant") has submitted the
following applications:
a) A General Plan Amendment (G.P. 99-001) to modify the maximum int nsity
floor area ratio from .40 to .50;
b) A zone change (Z-99-003) to reconfigure the C-2 & D H8 (design and high rise
overlay zone; and
c) A text amendment (T.A. 99-006) to:
i) Amend City Council Ordinance No. 1425 and City Council Resolution 4185 to
reconfigure the C-2 & D H8 zone and modify the list of permitted uses; and
ii) Amend Arcadia Municipal Code Ordinance 9269.5 to modify the parking
requirements for the project.
WHEREAS, the City has determined that an environmental impact report (EIR)
must be prepared for the above project; and
WHEREAS, after interviews with selected firms that submitted proposals, the City
has selected the Consultant; and
WHEREAS, the City desires to employ Consultant to perform professional plTnning
services, render necessary advice and assistance, and attend public meetings in
connection with the completion of a draft and final Environmental Impact Report for the
Project; and
WHEREAS, Consultant has submitted a proposal for performance of such services
dated September 7, 1999 (attached and incorporated as Exhibit A) and said proposal has
been found to be acceptable; and
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WHEREAS, Consultant is well qualified to perform such services; and
WHEREAS, City as lead agency shall:
(a) Independently review and analyze any and all environmental documentation
including the final EIR required to be prepared by Public Resources Code 21082. and
related sections.
(b) Circulate documents that reflect its independent judgment.
NOW, THEREFORE, THE PARTIES HEREBY MUTUALLY AGREE AS
FOLLOWS:
1. EMPLOYMENT OF CONSULTANT
The City will retain and compensate Consultant. Consultant shall diligently perform
the obligations and responsibilities required by this Agreement applying the standards
customarily provided by an experienced and competent professional planning
organization rendering the same or similar services.
2. DUTIES OF CONSULTANT
Consultant agrees to follow direction from the City Community Development
Administrator and cooperate with City staff in all requests. The consultant is responsible
for preparation of the Draft and Final Environmental Impact Report and a Mitigation
Monitoring Program as set forth in Public Resources Code 21081.6 as outlined in th
attached proposal (Exhibit A) from the Consultant.
3. SCOPE OF WORK
Consultant shall render professional planning services as set forth in the attached
proposal from the Consultant (Exhibit A), to complete the preparation of an EIR. The EIR
shall conform to the requirements of the California Environmental Quality Act (CEQA), as
amended, the State Guidelines adopted by the Secretary of Resources pursuant th6reto
and City of Arcadia Resolution No. 5157. The work schedule shall be as approved bk the
Community Development Administrator subject to written amendments approved by the
Community Development Administrator and Development Services Director.
4. CITY ASSURANCE
City shall provide, at the request of Consultant, the following:
(a) Copies of the City of Arcadia Zoning Map and the City of Arcadia General
Plan Map.
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,
(b) Copies of the City of Arcadia General Plan report and State mandated
elements thereof.
(c) Copies of all available reports as may be necessary in the preparation of the
environmental analysis for the Project.
(d) Information generally available from the City or City files applicable to the
proposed projects or any pending or proposed projects in the City or adjacent cities.
(e) Assistance, if necessary, in obtaining information from other governmental
agencies.
(f) Assistance to Consultant in obtaining permission to enter upon private
property where field investigation is determined to be necessary.
5. COMPENSATION AND PAYMENT
Consultant hereby agrees to undertake and complete the services provided herein
pursuant to Exhibit A.
(a) Basic Service. In consideration of the performance of all work required
under this Agreement, including the provision of all copies of the reports as provided per
the Proposal submitted by Consultant, the City shall pay to Consultant an amount not to
exceed $84,730 (including reimbursables) to complete the Work Task Programs.
(b) Invoices — Payments. On or before the tenth (10th) day of each cal ndar
month following the commencement of the work, Consultant shall prepare an in oice
which identifies the percent complete for each of the major work tasks identified i the
of Services. The invoice shall specify the percent complete, the amount previrpusly
Scope p fY p
the amount currently being requested for each work task. Travel time to and
billed and t y g q
from Arcadia shall not be part of the hourly fee. If the City requests, the Consultant shall
provide the City, along with the invoice, copies of verification of all work perform d for
which the City is being invoiced. In reviewing and approving such invoice, Arcadia may
consider, in addition to other facts and circumstances, the relationship of the work
completed to the work remaining to be done. - -• - - - - - -
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Within thirty (30) days after approval of Consultant's invoice,
Arcadia shall pay to Consultant that balance of such invoice.
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Ayteenietlt. 72)b
Upon satisfactory completion of all work and services described in Exhibit A, and
Arcadia's approval thereof, Arcadia shall pay Consultant for the total amount remaining
due for each increment or phase of the work„
sosurity.. Final payment shall be made by Arcadia to Consultant within thirty (30) hays 96
after Arcadia's written acceptance of the work.
(c) Additional Services (Extra Services). Services in addition to those specified
herein may be authorized by the City. Authorization to perform additional services Shall
be in writing and shall specify the basis for the Consultant's fee for such additional
services. The Consultant shall submit fee estimates for such additional services, prior to
commencing such work upon the request of the City. City written approval is required
prior to commencement of such work. Extra services shall be performed and paid for
consistent with the terms of this Agreement.
6. TERMINATION
(a) Without Cause. City may terminate this Agreement without cause upo five
(5) days written notice to Consultant to the address specified below Consult ant's
signature. Notice may include telephonic communication to Consultant to cease work.
Should City terminate this Agreement, Consultant agrees to immediately discontinue
performance and deliver to City all completed work. Consultant shall receive a fee equal
to an amount which bears the same relationship to the total fee payable pursu nt to
Section 5 that the amount of work performed by consultant prior to such termination bears
to the total work to be performed by Consultant pursuant to this Agreement.
(b) With Cause. City may terminate this Agreement with cause effective
immediately upon written notice of such termination to Consultant, based upon the
occurrence of any of the following events:
(1) Material breach of this Agreement by Consultant;
(2) Cessation of consultant to be licensed as required;
(3) Failure of Consultant to substantially comply with any applicable f deral,
state or local law or regulations;
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(4) Filing by or against Consultant of any petition under any law for the relief
of debtors; and,
(5) Filing of a criminal complaint against Consultant for any crime other than
minor traffic offenses.
(c) Completed Work. In the event of termination, Consultant shall, at City's
request, promptly surrender to City all completed work and work in progress and all
materials, records and notes developed, procured, or produced pursuant to this
Agreement, including all maps, data and reports, including those in computer format.
Consultant may retain copies of such work product as a part of its record of professional
activity.
7. CITY PROPERTY—WORK PRODUCT
Consultant agrees that all written materials, plans, studies, sketches, maps, prints,
drawings and any other materials produced in the performance of this Agreement by
Consultant or City are the property of the City upon payment for their preparation and
originals shall be delivered to the City upon completion of the final EIR, or termination of
work.
8. INDEPENDENT CONTRACTOR
Consultant shall perform the services provided for herein as an independent
contractor and not as an employee, agent or officer of the City. Consultant assn es all
acts of its employees and an
responsibility for the a any sub-consultants as related o the
services to be provided during the course and scope of their employment.
9. ASSIGNMENT— SUBCONTRACT
The Consultant shall be subcontracting with Giroux and Associates to support
Consultant's staff in the air quality and noise impact analysis and Rafiq & Associates to
analyze the traffic issues as set forth in Exhibit A. With the exception of the above
mentioned consultants, the Consultant shall not assign or subcontract this Agreement or
any part thereof or any monies to become due thereunder without prior written consent by
the Development Services Director.
10. TERMS OF CONTRACT
No verbal agreement or conversation with any officer, agent or employee of the
City, either before, during or after the execution of this Agreement shall affect or modify
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any of the terms or obligations herein contained, nor shall such verbal agreement or
conversation entitle consultant to any additional payment whatsoever under the terms of
this Agreement. All amendments to this Agreement shall be by written agreement duly
executed consistent with this Agreement.
11. BINDING ON SUCCESSORS
All terms, conditions and provisions hereof shall insure to and shall bind each of
the parties and each of their respective heirs, executors, administrators, successors and
assigns.
12.HOLD HARMLESS/INDEMNIFICATION
Consultant agrees to save, hold harmless and defend the City, its officers, gents
and employees from any claims, suits and liabilities arising out of or in any way rely ed to
• Consultant's negligent performance pursuant to this contract, including any acts, errors or
omissions (including professional negligence) of consultant, its employees,
representatives, subcontractors, or agents in connection with the performance of this
Agreement.
13.NON-DISCRIMINATION
In the performance of this Agreement, Consultant shall not discriminate gainst
any employee, subcontractor; or applicant for employment because of race, color,
religion, ancestry, sex, national origin, disabilities or age.
14. INSURANCE
Consultant shall carry commercial liability insurance for personal injury and
property damage with combined single limits of at least $1,000,000 naming the City as an
additional insured. Proof of such insurance is a condition precedent to execution of this
Agreement by the City. In addition, proof of professional errors and omissions coverage
in the sum of at least $500,000 shall be provided.
• 15. KEY PERSON
It is acknowledged and agreed that the key person and contact for the
performance of this agreement is Peter Templeton. No other person shall be sub6tituted
in this capacity and Mr. Templeton shall communicate directly with the City Community
Development Administrator, Donna Butler and the Planning Services Manager, Corkran
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Nicholson. He shall be available for contact by the City and shall attend all meetings as
requested by City, unless excused.
16.CONSULTATION WITH LEGAL COUNSEL
Concerning review of environmental documentation, if requested Consultant shall
cooperate with legal counsel who is performing per direction of the City Attorney, or the
City Attorney. Cooperation means the timely provision of information, documentation,
drafts and consultation with legal counsel as directed by the City Attorney and/or
requested by legal counsel.
IN WITNESS HEREOF, such parties have executed this instrument on the da and
year first above mentioned.
Dated 41 CITY OF ARCADIA
By t
City Manager
Dated er.,7 /%/ ./gFel CONSULTANT
By
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Address
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APPROVED AS TO FORM:
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Michael H. Miller
City Attorney
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