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HomeMy WebLinkAboutReso 1983-11298 RESOLUTION NO. 11298 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND PAUL MANGANELLI AND THE GERSTEN COMPANIES IN CONJUNCTION WITH THE EL RANCHO DEL HEY PLAN AMEND- MENT PLANNED COMMUNITY i AND APPROVING AGREEMENT WITH BUD GRAY AND THE EASTLAKE DEVELOPMENT COMPANY AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and PAUL MANGANELLI and THE GERS'IEN COMPANIES in conjunction with the EI Rancho del Rey Plan Arrend- rrent Planned corrmuni ty and that certain agreerrent between THE CITY OF CHULA VISTA and BUD GRAY and THE EASTLAKE DEVEIDPMENT CDMPANY dated the 28th day of June , 19 83, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula vista. Presented by Approved as to ~~ George D. Lindberg, City Attorney Form 342 Rev. 7/82 ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF JLA VISTA, CALIFORNIA, this 28th day of June 83 , by the following vote, to-wit: ::5: (ES: STAIN: Councilmen Cox, Malcolm, Moore, McCandliss, Scott None Councilmen ColI"Icilmen None )ENT: Councilmen None lJ t ex Ma4 City of Chulo Vista ~TE OF CALIFORNIA ) JNTY OF SAN DIEGO ) s s. Y OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 11298 ,and that the same has not been amended or repealed. rED (seal) City Clerk -660 CONTRACT FOR PLANNING SERVICES WHEREAS, the CITY OF CHULA VISTA is presently in need of technical assistance in the review of various development plans and proposals to be submitted to the CITY for consideration with respect to various large-scale land development projects; and WHEREAS, THE GERSTEN COMPANIES has received prior approval for the 2,272-acre El Rancho Del Rey Specific Development Plan; and now is desirous of replanning approximately 1,578.5 acres of said plan; and WHEREAS, THE GERSTEN COMPANIES desire the CITY's timely cooperation in the preparation and processing of an amendment to the adopted El Rancho Del Rey Specific Development Plan; and WHEREAS, the complexity of the El Rancho Del Rey Planning Amendment requires" the CITY retain an outside planning consultant for the purposes of critical review, analyzing, negotiating, and making recommendations with respect to said amendment and coordinating the related efforts of various CITY departments; and WHEREAS, it is appropriate that the applicant for various approvals in conjunction with the El Rancho Del Rey Plan Amendment bear the cost of an independent planning consultant's services due to the need of review of said proposal created by the proponent's application in accordance with the CITY OF CHULA VISTA's full-cost-recovery program; NOW, THEREFORE, BE IT RESOLVED that the CITY OF CHULA VISTA; MR. PAUL MANGANELLI, an independent contractor and planning consultant; and THE GERSTEN COMPANIES, do hereby mutually agrees as follows: 1. PARTIES: The parties to this agreement are the CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as "CITY"); MR. PAUL MANGANELLI, a planning consultant acting as an independent contractor (hereinafter referred to as "Consultant"); and THE GERSTEN COMPANIES, a California corporation, the applicant for various approvals in conjunction with the El Rancho Del Rey Plan Amendment Planned Community (hereinafter referred to as "Applicant" or "Project Applicant"). II. EL RANCHO DEL REY PLAN AMENDMENT: The term "El Rancho Del Rey Plan Amendment" as referred to hereinbelow means that area regulated pursuant to the El Rancho Del Rey Specific Development Plan adopted August 15, 1978, Ordinance No. 1824, as amended, and depicted as such by notation on the Land Use Element of the CITY's General Plan. ;R-//t:?I~ r III. INTENT OF THE PARTIES: It is the intent of the CITY, CONSULTANT, and APPLICANT that CONSULTANT work solely for the CITY and perform the tasks outlined hereinbelow associated with the E1 Rancho Del Rey Plan Amendment to assist the CITY in providing the guidance and reviews which are appropr; ate for a proposal of the type submitted by APPLICANT ; n accordance with applicable provisions of State law and the Municipal Code of the CITY OF CHULA VISTA. CONSULTANT1s obligation, as provided further hereinbelow, is to expedite the review, analysis, negotiations, coordination of reviews, and preparation of various recommendations to the CITY Planning Commission and the CITY Council with respect to APPLICANT's proposal. APPLICANT1s duties are generally to provide payment to the CITY for the planning review services provided by the CITY's CONSULTANT and, further, to provide such information, applications, etc., as may be otherwise required by CONSULTANT and CITY staff to fully and adequately review the El Rancho Del Rey Plan Amendment in accordance with the Chu1a Vista General Plan, as amended, and applicable provisions of the Municipal Code of the City of Chu1a Vista. IV. OBLIGATIONS OF CITY: CITY, pursuant to th is agreement, hereby contracts MANGANELLI (CONSUL TANT) to act on its behalf indirectly and in conjunction with CITY staff in following scope of work: with MR. PAUL directly and providing the A. SCOPE OF WORK: Staff critical review, processing, analysis, and recommendati ons with respect to the APPLICANP s request for various approvals within the El Rancho Del Rey Plan Amendment area, including, but not limited to, the following: 1. A General Plan Amendment and Specific Development Plan Amendment, including all component plans and documents thereof, for the El Rancho Del Rey project; 2. CEQA documentation; 3. Conditions, exactions, or mitigation measures referred to or required by the CITY; 4. All further permits, approvals, or applications for entitlement which the CITY must require in order to approve or deny APPLICANT's application. -2- [<.- l7~'i <1 V. COORDINATION OF PROJECT REVIEW: Pursuant to this agreement, CITY shall authorize CONSULTANT to coordinate and expedite, subject to the concurrence of the City Manager of CITY, all such CITY departments or other governmental agencies as may be necessary to undertake the activities, tasks, reviews, and analyses set forth hereinabove associated with such reviews, for the purpose of streamlining the CITY's consideration of said project and avoiding unnecessary delays in review, duplication of work as between various CITY departments, and other inefficient expenditures of staff time. VI. ADMINISTRATION OF CONSULTING CONTRACT: The CITY hereby appoints its City Manager, or his designee, as the CITY's representative in the review and administration of the work performed by CONSULTANT pursuant to the terms of CONSULTANT's scope of work. CONSULTANT and CITY MANAGER, or his designee, shall meet as necessary for the purpose of reviewing the project. VII. PROJECT SCHEDULE AND SUBMITTAL DATES: The CITY hereby authorizes CONSULTANT to negotiate with APPLICANT a schedule and work program for the preparation and processing of APPLICANT's submittal, as well as estimated hearing dates, subject to the CITY MANAGER's concurrence. CONSULTANT shall further coordi nate the efforts of vari ous CITY departments in negoti ating cooperative efforts associated with the El Rancho Del Rey project, as well as hearing schedules. VIII. OBLIGATIONS OF CONSULTANT: CONSULTANT shall perform the scope of work descri bed herei nabove and in doing so shall review, analyze, critique, and make recommendations regarding the various approvals sought by APPLICANT. IX. ACCESS TO CITY FACILITIES: The CITY shall permit access to its facilities by Consultant throughout the term of the contract. X. OBLIGATIONS OF APPLICANT: APPLICANT, pursuant to the terms and conditions of this agreement, shall promptly remit to the CITY payments upon receipt of invoices for the amounts set forth and following the times provided in Paragraph XIII hereinbelow. -3- r<. - II J...., 1 ~ XI. APPLICANT'S SUBMITTAL OF MATERIALS: APPLICANT shall provide such information as necessary, pursuant to the herei n descri bed scope of work for the CITY and CONSULTANT to review APPLICANT's proposal, excepting therefrom any business or trade secrets or otherwise proprietary business information held by APPLICANT. XI!. TERM: This agreement shall become effective upon execution as authorized by the Mayor of the CITY, or his designee, and shall terminate, if not terminated pursuant to the provisions contained hereinbelow in Paragraphs XVI, XVII, or XVIII, or otherwise extended by all parties, on January 1, 1984. XIII. COMPENSATION: The compensation to be paid by CITY to CONSULTANT shall be $60.00 per hour for each hour worked . CONSULTANT shall submit month ly invoices to the Finance Director of the CITY which shall be due and payable within 30 days. The APPLICANT agrees to pay the CITY upon demand the total sum bill ed by the CONSULTANT each month for the duration of this agreement. Notwithstanding the above payment schedule, all monies shall be due and payable within 30 days of invoice, except as provided for hereinbelow with respect to cancellation at the convenience of CITY or for reasons of nonperformance. XIV. CITY ADMINISTRATIVE OVERHEAD: Pursuant to this agreement, CITY shall be entitled to claim as an offset to the compensation schedule set forth hereinabove in Paragraph XIII one percent ( 1 %) of said funds as CONSULTANT has authorized as CITY's administrative overhead incurred in the administration of this agreement. XV. INTEREST OF CONSULTANT: CONSULTANT presently has and shall acquire no interest whatsoever in the El Rancho Del Rey project, the subject matter of this agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by CONSULTANT under this agreement. CONSULTANT specifically certifies th at neither CONSULTANT nor any other person employed or retained by CONSULTANT has performed work for or on behalf of THE GERSTEN COMPANIES, or its predecessor in interest. CONSULTANT specifically certifies, in addition, that no promise of future employment or other consideration of any kind has been made to CONSULTANT or any employee, agent, or representative of CONSULTANT, by the APPLICANT, any employee, agent, or representative of the APPLICANT, regarding the subject matter of this agreement, or any future project in which APPLICANT has an interest. -4- /(-//L'1 'I XVI. TERMINATION OF AGREEMENT FOR CAUSE: If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner his obligations under this agreement, or if CONSULTANT shall violate any of the covenants, agreements, or stipulations of this agreement, CITY shall have the right to terminate this agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawi ngs, maps, reports, and other materi a 1 s prepared by CONSULTANT shall, at the opt i on of CITY, become the property of CITY, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materi a 1 s up to the effective date of notice of termiation, not to exceed the amounts payable under Paragraph XIII hereinabove. XVII. TERMINATION FOR CONVENIENCE OF CITY: CITY may terminate this agreement at any time and for any reason by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described in Section XVI hereinabove shall, at the option of CITY, become CITY's sole and exclusive property. If the agreement is terminated by CITY as provided in this paragraph, CONSULTANT shall be entitled to recei ve just and equitable compensati on for any sati sfactory work completed on such documents and other materials to the effective date of such terminati on. CONSULTANT hereby expressly waives any and all claims for damages or compensation arising under this agreement except as set forth in Paragraph XIII hereinabove in the event of such termination. XVIII. TERMINATION AT THE REQUEST OF APPLICANT: APPLICANT may terminate APPLICANT1s obligations with respect to this agreement at any time and for any reason by giving written notice to CITY of such intent to terminate said agreement and specifying an effective date of such termination at least thirty (30) days before the date of termination. In the event that APPLICANT shall termi nate the terms of thi s agreement, APPLICANT shall remain liable for all work undertaken up to and including the effective date of said termination for which CITY shall be entitled to recei ve just and equitable compensati on for sati sfactory work performed by CONSULTANT due and owi ng pursuant to Paragraph XI II hereinabove. -5- ({- I /J- 9 ?J XIX. ASSIGNABILITY: CONSULTANT shall not assign any interest in this agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of CITY; provided, however, that claims for money due or to become due to CONSULTANT from CITY and APPLICANT under thi s agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval. xx. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL: All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or properties produced under this agreement shall be the sole and exclusive property of CITY. No such materials or properties produced in whole or in part under this agreement shall be subject to private use, copyrights, or patent right by CONSULTANT in the United States or in any other country without the express written consent of CITY. CITY shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under th is agreement. XXI. INDEPENDENT CONTRACTOR: CITY is interested only in the results obtained, and CONTRACTOR shall perform as an independent contractor with sole control of the manner and means of performi ng the servi ces required under thi s agreement. CITY maintains the right only to reject or accept CONSULTANT's final work product as each phase of this agreement is completed. CONSULTANT and any of CONSULTANT's agents, employees, or representatives are, for all purposes under th is agreement, an independent contractor, and shall not be deemed to be an employee of CITY, and none of them shall be entitled to any benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. XXII. CHANGES: CITY may from time to time require changes in the scope of the servi ces by CONSULTANT to be performed under th is agreement. Such changes, including any increase or decrease in the amount of -6- R.-II~r1 CONSULTANT's compensation, which are mutually agreed upon by CITY, CONSULTANT, and APPLICANT shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, CITY, CONSULTANT, and APPLICANT have executed thi s Contract for Planning Services (agreement) this 28th day of June 1983. CITY OF CHULA VISTA: BY: ~l~. GREGO R C ,Mayor CONSULTANT: & . BY' ~ ~ P UL NGAN APPLICANT: -7- (1-; / )..7'1 CONTRACT FOR PLANNING SERVICES WHEREAS, the CITY OF CHULA VISTA is presently in need of technical assistance in the review of various development plans and proposals to be submitted to the CITY for cons i derat i on with respect to vari ous 1 arge-sca 1 e land development projects; and WHEREAS, the CITY OF CHULA VISTA during the past several months has through a consulting contract retained MR. BUD GRAY, an independent planning consultant, as its Acting Planning Director; and WHEREAS, the CITY OF CHULA VISTA has also retained MR. BUD GRAY to perform a study of the eastern territories of the CITY OF CHULA VISTA presently within unincorporated areas for the purpose of reviewing the CITY's Municipal General Plan; and WHEREAS, the EASTLAKE DEVELOPMENT COMPANY has received prezoning approval for the 1,268-acre EastLake I Planned Community development and is in need of the CITY's timely cooperation in the preparation and processing of SPA and subdivision map requirements necessary to commence the EastLake I development program; and WHEREAS, the complexity of the EastLake I Planned Community development program requires the CITY retain an outside planning consultant for the purposes of critical review, analyzing, negotiating, and making recommendations with respect to said EastLake I project and coordinating the related efforts of various CITY departments; and WHEREAS, it is appropriate that the applicant for various discretionary land use approvals in conjunction with the EastLake I Planned Community development program bear the cost of an independent planning consultant's services due to the need of review of said proposal created by the proponent1s application in accordance with the CITY OF CHULA VISTA1s full-cost-recovery program; NOW, THEREFORE, BE IT RESOLVED that the CITY OF CHULA VISTA; MR. BUD GRAY, an independent contractor and planning consultant; and the EASTLAKE DEVELOPMENT COMPANY, do hereby mutually agrees as follows: I. PARTIES: The parties to this agreement are the CITY OF CHULA VISTA, a municipal corporation (hereinafter referred to as IICITYII); MR. BUD GRA Y, a p 1 ann i ng consu ltant act i ng as an independent contractor (hereinafter referred to as IIConsultantll); and the EASTLAKE DEVELOPMENT COMPANY, a California corporation, the applicant for various discretionary approvals in conjunction with the EastLake I Planned Community (hereinafter referred to as "Applicantll or "Project Appl icant"). ~'//;2.pp II. EASTLAKE I DEVELOPMENT PROJECT: The term "EastLake I Development Project" as referred to here; nbe low means that project ; n area regul ated pursuant to the Planned Community District Regulations for EastLake I dated July 9, 1982, as amended, and depicted as such by notation on the Land Use Element of the CITY's Municipal General Plan. III. INTENT OF THE PARTIES: It is the intent of the CITY, CONSULTANT, and APPLICANT that CONSULTANT work solely for the CITY and perform the tasks outlined hereinbelow associated with the EastLake I Development Project to assist the CITY in providing the project guidance and reviews which are appropri ate for a proposal of the type submitted by APPLICANT in accordance with applicable provisions of State law and the Municipal Code of the CITY OF CHULA VISTA. CONSULTANT's obligation, as provided further hereinbelow, is to expedite the review, analysis, negotiations, coordination of reviews, and preparation of various recommendations to the CITY Planning Commission and the CITY Council with respect to APPLICANT's proposal. APPLICANT's duties are generally to provide payment to the CITY for the planning review services provided by the CITY's CONSULTANT and, further, to provide such information, applications, etc., as may be otherwise required by CONSULTANT and CITY staff to fully and adequately review the EastLake I Development Project in accordance with the standards set forth in the EastLake I Planned Community District Regulations dated July 9, 1982, as amended, and applicable provisions of the Municipal Code of the City of Chu1a Vista. IV. OBLIGATIONS OF CITY: CITY, pursuant to this agreement, hereby contracts with MR. BUD GRAY (CONSULTANT) to act on its behalf directly and indirectly and in conjunction with CITY staff in providing the following scope of work: A. SCOPE OF WORK: Staff critical review, processing, analysis, and recommendations with respect to the APPLICANT's request for various approvals within the EastLake I Planned Community area, including, but not limited to, the following: 1. A sectional development plan (SPA), including all component plans and documents thereof, for the EastLake I Planned Community district zone; -2- p'-//1-tf <j 2. Tentative Subdivision Map(s) within the EastLake I Planned Community district zone submitted concurrently with the SPA application; 3. Supplemental CEQA documentation; 3. Conditions, exactions, or mitigation measures referred to or required by the Planned Community District Regulations for EastLake I dated July 9, 1982, as amended;; 4. All further permits, approvals, or applications for entitlement which the CITY must consider in order to approve, deny, or conditionally approve APPLICANT's application. V. COORDINATION OF PROJECT REVIEW: Pursuant to this agreement, CITY shall authorize CONSULTANT to coordinate and expedite, subject to the concurrence of the City Manager of CITY, all such CITY departments or other governmental agencies as may be necessary to undertake the activities, tasks, reviews, and analyses set forth hereinabove associated with such development project reviews, for the purpose of streamlining the CITY's consideration of said project and avoiding unnecessary delays in review, duplication of work as between various CITY departments, and other inefficient expenditures of staff time. VI. ADMINISTRATION OF CONSULTING CONTRACT: The CITY hereby appoints its City Manager, or his designee, as the CITY's representative in the review and administration of the work performed by CONSULTANT pursuant to the terms of CONSULTANT's scope of work. CONSULTANT and CITY MANAGER shall meet as necessary, but no less than each 30-day period, for the purpose of discussing the project. VII. PROJECT SCHEDULE AND SUBMITTAL DATES: The CITY hereby authorizes CONSULTANT to negotiate with APPLICANT a schedule for the preparation and processlng of APPLICANT's submittal, as well as estimated hearing dates, subject to the CITY MANAGER's concurrence. CONSULTANT shall further coordinate the efforts of various CITY departments in negotiating cooperative efforts associated with the EastLake I Development Project, as well as hearing schedules. -3- R'-/1J..99 VIII. OBLIGATIONS OF CONSULTANT: CONSULTANT shall perform the scope of work descri bed herei nabove and in doing so shall review, analyze, critique, and make recommendati ons regardi ng the vari ous di scretionary approvals sought by APPLICANT. IX. ACCESS TO CITY FACILITIES: The CITY shall permit access to its facilities by CONSULTANT throughout the term of the contract. X. OBLIGATIONS OF APPLICANT: APPLICANT, pursuant to the terms and conditions of this agreement, shall promptly remit to the CITY payments upon receipt of invoices for the amounts set forth and following the times provided in Paragraph XIII hereinbelow. XI. APPLICANT'S SUBMITTAL OF MATERIALS: APPLICANT shall provide such information as necessary, pursuant to the terms and conditions of the EastLake I Planned Community District Regulations dated July 9, 1982, as amended, and the herein described scope of work for the CITY and CONSULTANT to review APPLICANT's proposal, excepting therefrom any business or trade secrets or otherwise proprietary business information held by APPLICANT. XI1. TERM: This agreement shall become effective upon execution as authorized by the Mayor of the CITY, or his designee, and shall terminate, if not terminated pursuant to the provisions contained hereinbelow in Paragraphs XVI, XVII, or XVIII, or otherwise extended by all parties, on March 1, 1984. XIII. COMPENSATION: The compensation to be paid by CITY to CONSULTANT shall be $60.00 per hour for each hour worked. CONSULTANT shall submit monthly invoices to the Finance Director of the CITY which shall be due and payable within 30 days. The APPLICANT agrees to pay the CITY upon demand the total sum bill ed by the CONSULTANT each month for the duration of this agreement. Notwithstanding the above payment schedule, all monies shall be due and payable within 30 days of invoice, except as provided for hereinbelow with respect to cancellation at the convenience of CITY or for reasons of nonperformance. -4- ({.-II )..7<1 XIV. CITY ADMINISTRATIVE OVERHEAD: Pursuant to this agreement, CITY shall be entitled to claim as an offset to the compensation schedule set forth hereinabove in Paragraph XIII one percent ( 1 %) of said funds as CONSULTANT has authorized as CITY's administrative overhead incurred in the administration of this agreement. XV. INTEREST OF CONSULTANT: CONSULTANT presently has and shall acquire no interest whatsoever in the EastLake Development Company's Planned Community project, the subject matter of this agreement, direct or indirect, which would constitute a conflict of interest or give the appearance of such conflict. No person having any such conflict of interest shall be employed or retained by CONSULTANT under this agreement. CONSULTANT specifically certifies that neither CONSULTANT nor any other person employed or retained by CONSULTANT has performed work for or on behalf of the EASTLAKE DEVELOPMENT COMPANY, or its predecessor in interest. CONSULTANT specifically certifies, in addit ion, that no promi se of future employment or other consideration of any kind has been made to CONSULTANT or any employee, agent, or representative of CONSULTANT, by the APPLICANT, any employee, agent, or representative of the APPLICANT, regarding the subject matter of th is agreement, or any future project in which APPLICANT has an interest. XVI. TERMINATION OF AGREEMENT FOR CAUSE: If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner his obligations under this agreement, or if CONSULTANT shall violate any of the covenants, agreements, or stipulations of this agreement, CITY shall have the right to terminate this agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports, and other materials prepared by CONSUL TANT shall, at the option of CITY, become the property of CITY, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materi a 1 s up to the effective date of notice of termiation, not to exceed the amounts payable under Paragraph XIII hereinabove. XVII. TERMINATION FOR CONVENIENCE OF CITY: CITY may terminate this agreement at any time and for any reason by giving written notice to CONSULTANT of such termination and specifying the effective date thereof, at least thirty (30) days -5- !<-/1J-7fj before the effective date of such termination. In that event, all finished and unfinished documents and other materials described in Section XVI hereinabove shall, at the option of CITY, become CITY's sole and exclusive property. If the agreement is terminated by CITY as provided in this paragraph, CONSULTANT shall be entitled to receive just and equitable compensati on for any sati sfactory work comp 1 eted on such documents and other materi a 1 s to the effective date of such termination. CONSULTANT hereby expressly waives any and all claims for damages or compensation arising under this agreement except as set forth in Paragraph XIII hereinabove in the event of such termination. XVIII. TERMINATION AT THE REQUEST OF APPLICANT: APPLICANT may terminate APPLICANT's obligations with respect to this agreement at any time and for any reason by giving written notice to CITY of such intent to terminate said agreement and specifyi ng an effecti ve date of such termi nat i on at 1 east thi rty (30) days before the date of termination. In the event that APPLICANT shall terminate the terms of this agreement, APPLICANT shall remain liable for all work undertaken up to and including the effective date of said termination for which CITY shall be entitled to receive just and equitable compensation for satisfactory work performed by CONSULTANT due and owi ng pursuant to Paragraph XII I hereinabove. XIX. ASSIGNABILITY: CONSULTANT shall not assign any interest in this agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of CITY; provided, however, that claims for money due or to become due to CONSULTANT from CITY and APPLICANT under this agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of such assignment or transfer shall be furnished promptly to CITY. Any assignment requiring approval may not be further assigned without CITY approval. XX. OWNERSHIP, PUBLICATION, REPRODUCTION AND USE OF MATERIAL: All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, and any other materials or propert i es produced under th is agreement shall be the so 1 e and exclusive property of CITY. No such materials or properties produced in whole or in part under this agreement shall be subject to private use, copyrights, or patent right by CONSULTANT in the Un ited States or in any other country without the express written consent of CITY. CITY shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under th is agreement. -6- 1<'- I / ~ 7 f XXI. INDEPENDENT CONTRACTOR: CITY is interested only in the results obtained, and CONTRACTOR shall perform as an independent contractor with sole control of the manner and means of performing the services required under this agreement. CITY maintains the right only to reject or accept CONSULTANT's final work product as each phase of this agreement is completed. CONSULTANT and any of CONSULTANT's agents, employees, or representatives are, for all purposes under th is agreement, an independent contractor, and shall not be deemed to be an employee of CITY, and none of them shall be ent itl ed to any benefits to which CITY employees are entitled, including, but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave, or other leave benefits. XXII. CHANGES: CITY may from time to time require changes in the scope of the servi ces by CONSULTANT to be performed under th is agreement. Such changes, including any increase or decrease in the amount of CONSULTANT's compensation, which are mutually agreed upon by CITY, CONSULTANT, and APPLICANT shall be effective as amendments to this agreement only when in writing. IN WITNESS WHEREOF, CITY , CONSULTANT, and APPLICANT have executed thi s Contract for Planning Services (agreement) this 28th day of June 1983. CONSULTANT: BY: ~~ ~ BO R Y APPLICANT: EASTLAKE DEVELOPMENT COMPANY, a California corporat'on BY: -7- (.(-111-9)/