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Environmental Sciences Associates - FY2021-041-05 AMENDMENT NO. 5 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 5) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (City), and ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation (Consultant), and is effective as of October 1, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated March 2, 2021 (“Agreement”) whereby Consultant agreed to provide professional services to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan (“Services”) through March 2, 2022, for a Contract Sum of $238,749.48. B. Pursuant to Section 3.2 of the Agreement, the Consultant requested an extension of the time period specified in the Schedule of Performance and the City provided written notice on April 27, 2022, authorizing continuation of services through August 27, 2022. C. Based on significant changes required to this cycle’s Housing Element, the California Department of Housing and Community Development (HCD) provided the City with significant comments, and finalizing the Housing Element has taken more time than anticipated. D. On July 19, 2022, the City Council amended the Agreement (“Amendment No. 1”) to extend the Term by one year through August 31, 2023, and to increase compensation by $29,340 for a new Contract Sum of $268,089.48. The fee increase included a $10,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. E. On June 7, 2023, the City Council amended the Agreement (“Amendment No. 2”) to extend the Term by one year through December 29, 2023, and increase compensation by $20,000 for a new Contract Sum of $288,089.48. Such increase in the Contract Sum included a $6,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. F. On November 14, 2023, the City Council amended the Agreement (“Amendment No. 3”) to extend the Term by one year through May 31, 2024, and increase compensation by $30,350 for a new Contract Sum of $318,439.48. Such increase in the Contract Sum included a $5,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. Docusign Envelope ID: 1840E4CE-3429-4C23-8E02-BE875E91B5E4 01203.0005/1016389.2 -2- G. On May 21, 2024, the City Council amended the Agreement (“Amendment No. 4”) to extend the Term by one year through September 30, 2024, and increase compensation by $10,800 for a new Contract Sum of $329,239.48. Such increase in the Contract Sum includes a $5,000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD comments and to provide additional environmental review prior to the certification of the Housing Element. H. On September 3, 2024, the City Council directed staff to consider amendments to the Sites Inventory Analysis for the adopted 2021-2029 Housing Element. City and Consultant wish to extend the Term of the Agreement to September 30, 2025, to provide ongoing input and support to the City. No change will be made to the Contract Sum of $329,239.48. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 3.4, Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding the date hereof May 31, 2024, September 30, 2025, except as otherwise provided in the Schedule of Performance ( Exhibit D"). 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 5, all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 5 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, as amended. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement, as amended, other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 5, City is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 5, Contractor is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. Docusign Envelope ID: 1840E4CE-3429-4C23-8E02-BE875E91B5E4 01203.0005/1016389.2 -3- 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5. 5. Authority. The persons executing this Amendment No. 5 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 5 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment, as amended, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 1840E4CE-3429-4C23-8E02-BE875E91B5E4 01203.0005/1016389.2 -4- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By: Name: Albert Cuisinot Title: Chief Financial Officer By: Name: Ruta K. Thomas Title: Senior Vice President Address: 626 Wilshire Blvd. Suite 100, Los Angeles, CA 90017 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY. Docusign Envelope ID: 1840E4CE-3429-4C23-8E02-BE875E91B5E4 Certificate Of Completion Envelope Id: 1840E4CE34294C238E02BE875E91B5E4 Status: Completed Subject: Complete with Docusign: RPV - ESA Agmt Amendment No. 5(1016389.2)_CC approved.pdf Source Envelope: Document Pages: 4 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Lisa Garrett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lisag@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 10/3/2024 8:29:26 AM Holder: Lisa Garrett lisag@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Albert Cuisinot ACuisinot@esassoc.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 45.62.187.160 Sent: 10/3/2024 8:35:56 AM Viewed: 10/3/2024 8:59:35 AM Signed: 10/3/2024 8:59:47 AM Electronic Record and Signature Disclosure: Accepted: 10/3/2024 8:59:35 AM ID: 1c717b68-d4a5-47eb-aa45-78e3dab628f5 Ruta Thomas RThomas@esassoc.com Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 216.194.106.253 Sent: 10/3/2024 8:59:48 AM Viewed: 10/7/2024 9:51:35 AM Signed: 10/7/2024 9:54:47 AM Electronic Record and Signature Disclosure: Accepted: 10/7/2024 9:51:35 AM ID: d7f848f0-139d-4d62-a393-a3a8eb5ce8bf John Cruikshank john.cruikshank@rpvca.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 209.245.23.66 Sent: 10/7/2024 9:54:49 AM Viewed: 10/7/2024 10:28:08 AM Signed: 10/7/2024 10:28:23 AM Electronic Record and Signature Disclosure: Accepted: 10/7/2024 10:28:08 AM ID: 61266682-66bf-4dea-9753-745fb01f93e6 Elena Q. Gerli egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 10/7/2024 10:28:24 AM Viewed: 10/7/2024 11:03:34 AM Signed: 10/7/2024 11:03:50 AM Electronic Record and Signature Disclosure: Accepted: 10/7/2024 11:03:34 AM ID: 466cce9a-6bff-4215-8d7f-57f7cb41ca76 Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.34.97.146 Sent: 10/7/2024 11:03:52 AM Viewed: 10/7/2024 11:11:02 AM Signed: 10/7/2024 11:11:06 AM Electronic Record and Signature Disclosure: Accepted: 10/7/2024 11:11:02 AM ID: 4bfae972-2300-41a5-a200-ab9f754fbe6a In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Lisa Garrett lisag@rpvca.gov Administrative Analyst II (CDD) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 10/7/2024 11:11:07 AM Resent: 10/7/2024 11:11:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Clerk Office CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 10/7/2024 11:11:08 AM Viewed: 10/10/2024 5:21:16 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2024 5:58:09 PM ID: 1bcb8e93-870a-4c5c-be5c-97c44ea3114e Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/3/2024 8:35:56 AM Certified Delivered Security Checked 10/7/2024 11:11:02 AM Signing Complete Security Checked 10/7/2024 11:11:06 AM Completed Security Checked 10/7/2024 11:11:08 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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AMENDMENT NO. 4 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 4) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (City), and ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation (Consultant), and is effective as of May 21, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated March 2, 2021 (“Agreement”) whereby Consultant agreed to provide professional services to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan (“Services”) through March 2, 2022, for a Contract Sum of $238,749.48. B. Pursuant to Section 3.2 of the Agreement, the Consultant requested an extension of the time period specified in the Schedule of Performance and the City provided written notice on April 27, 2022, authorizing continuation of services through August 27, 2022. C. Based on significant changes required to this cycle’s Housing Element, the California Department of Housing and Community Development (HCD) provided the City with significant comments, and finalizing the Housing Element has taken more time than anticipated. D. On July 19, 2022, the City Council amended the Agreement (“Amendment No. 1”) to extend the Term by one year through August 31, 2023, and to increase compensation by $29,340 for a new Contract Sum of $268,089.48. The fee increase included a $10,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. E. On June 7, 2023, the City Council amended the Agreement (“Amendment No. 2”) to extend the Term through December 29, 2023, and increase compensation by $20,000 for a new Contract Sum of $288,089.48. Such an increase in the Contract Sum included a $6,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. F. On November 14, 2023, the City Council amended the Agreement (“Amendment No. 3”) to extend the Term through May 31, 2024, and increase compensation by $30,350 for a new Contract Sum of $318,439.48. Such an increase in the Contract Sum included a $5,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 -2- G. The environmental review has been more involved than ESA originally scoped due to both HCD requirements and input, therefore, City and Consultant now desire to further amend the Agreement to extend the Term through September 30, 2024, and increase compensation by $10,800 for a new Contract Sum of $329,239.48. Such increase in the Contract Sum includes a $5,000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD comments and to provide additional environmental review prior to the certification of the Housing Element. The contingency amount will only be utilized upon authorization by the City’s Contract Officer. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: “The total compensation, including reimbursement for actual expenses, shall not exceed $318,439.48 (Three Hundred Eighteen Thousand Four Hundred Thirty Nine Dollars and Forty Eight Cents)$329,239.48 (Three Hundred Twenty Nine Thousand Two Hundred Thirty Nine Dollars and Forty Eight Cents) the “Contract Sum”, unless additional compensation is approved pursuant to Section 1.9.” b. Section 3.4, Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding the date hereof May 31, 2024, September 30, 2024, except as otherwise provided in the Schedule of Performance ( Exhibit D"). c. Section I of Exhibit “C” Schedule of Compensation, is amended to read: I. Consultant shall perform the following tasks at the following rates” TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS A. Project Administration 1. Project Kick-Off Meeting $1,440 $1,610 2. Project Schedule Development $960 $1,140 3. Project Coordination $20,880 DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 -3- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS B. Housing Element Amendment Assessment and Analysis 1. Evaluation of 2013-2021 Housing Element $6,310 2. Housing Assessment and Needs Analysis $28,460 3. Adequate Sites Analysis $8,360 4. Housing Production Constraints Analysis $8,360 5. Housing Goals, Policies, and Quantified Objectives $6,340 C. Public Engagement $3,480 1. Public Outreach Program Development and Two Community meetings $3,610 $27,083.64 2. Stakeholder Interview $3,610 $17,694.38 D. Planning Commission and City Council Workshops $3,480 $6,245 $4,916.84 E. Draft 2021-2029 Housing Element Update 1. Administrative Draft Housing Element Update $4,880 2. Public Draft Housing Element Update $3,060 3. Public Noticing $390 DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 -4- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS F. General Plan Consistency and Environmental Review $6,276.22 1. General Plan Amendment $3,260 2. Environmental Determination $4,780 3. Draft Initial Study/Mitigated Negative Declaration $17,860 4. Environmental Noticing, Outreach, and Filing $3,880 5. Final IS/MND $10,920 6. Addendum $25,350 G. Public Hearings $6,960 $4,100 $3,163.40 H. Final Housing Element Update $34,280 I. State Certification and City Adoption $2,050 J. Printing, travel, postage, etc. $1,250 $1,500 $9,000 K. Meeting Platform Hosting (Zoom, GoToWeb, Teams, etc.) $500 Contingency** $6,000$5,000 $21,000$26,000 Total $125,500$136,300 $124,305 $68,634.48 TOTAL $288,089.48$329,239.48 DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 -5- ** Contingency shall not be used without written authorization from the City’s Contract Officer. 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 3, all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 4 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, as amended. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement, as amended, other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 4, City is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 4, Contractor is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. 5. Authority. The persons executing this Amendment No. 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 4 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment, as amended, and (iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By: Name: Albert Cuisinot Title: Chief Financial Officer By: Name: Ruta K. Thomas Title: Senior Vice President Address: 626 Wilshire Blvd. Suite 100, Los Angeles, CA 90017 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY. DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 01203.0005/982123.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 376A59F0-5453-4838-AB72-922A843BE132 Certificate Of Completion Envelope Id: 376A59F054534838AB72922A843BE132 Status: Completed Subject: Complete with DocuSign: Attachment A_Contract Amendment ESA No. 4.pdf Source Envelope: Document Pages: 8 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Lisa Garrett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lisag@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 5/22/2024 11:28:37 AM Holder: Lisa Garrett lisag@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Albert Cuisinot ACuisinot@esassoc.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 216.194.108.229 Sent: 5/22/2024 11:33:15 AM Viewed: 5/23/2024 7:55:38 AM Signed: 5/23/2024 7:56:08 AM Electronic Record and Signature Disclosure: Accepted: 5/23/2024 7:55:38 AM ID: 6daf6aab-12a2-4174-8dae-e6364c869147 Ruta Thomas RThomas@esassoc.com Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 216.194.106.233 Sent: 5/23/2024 7:56:10 AM Viewed: 5/23/2024 3:29:41 PM Signed: 5/23/2024 3:50:17 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2024 3:29:41 PM ID: 1a750478-1296-4889-bce4-d54af6e1e723 John Cruikshank john.cruikshank@rpvca.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 5/23/2024 3:50:18 PM Viewed: 5/23/2024 3:59:02 PM Signed: 5/23/2024 3:59:09 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2024 3:59:02 PM ID: 352b8a58-8bfc-4652-be9d-b6972de0e660 Elena Q. Gerli egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 5/23/2024 3:59:10 PM Viewed: 5/23/2024 4:17:44 PM Signed: 5/23/2024 4:18:03 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2024 4:17:44 PM ID: 7eb74d31-ce58-402c-9e1d-f48152b38cc9 Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 172.56.191.13 Signed using mobile Sent: 5/23/2024 4:18:04 PM Viewed: 5/23/2024 6:46:22 PM Signed: 5/23/2024 6:46:34 PM Electronic Record and Signature Disclosure: Accepted: 5/23/2024 6:46:22 PM ID: f0429627-73c1-4fcb-9e8a-90dc26a74499 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk Office CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 5/23/2024 6:46:35 PM Viewed: 5/24/2024 12:13:36 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Lisa Garrett lisag@rpvca.gov Administrative Analyst II (CDD) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 5/23/2024 6:46:36 PM Resent: 5/23/2024 6:46:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jessica Bobbett jbobbett@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 5/23/2024 6:46:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/22/2024 11:33:16 AM Certified Delivered Security Checked 5/23/2024 6:46:22 PM Signing Complete Security Checked 5/23/2024 6:46:34 PM Completed Security Checked 5/23/2024 6:46:37 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Albert Cuisinot, Ruta Thomas, John Cruikshank, Elena Q. Gerli, Teresa Takaoka, City Clerk Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. 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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. AMENDMENT NO. 3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 3) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (City), and ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation, and is effective as of November 14, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated March 2, 2021 (“Agreement”) whereby Consultant agreed to provide professional services to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan (“Services”) through March 2, 2022, for a Contract Sum of $238,749.48. B. Pursuant to Section 3.2 of the Agreement, the Consultant requested an extension of the time period specified in the Schedule of Performance and the City provided written notice on April 27, 2022, authorizing continuation of services through August 27, 2022. C. Based on significant changes required to this cycle’s Housing Element, the California Department of Housing and Community Development (HCD) provided the City with significant comments, and finalizing the Housing Element has taken more time than anticipated. D. On July 19, 2022, the City Council amended the Agreement (“Amendment No. 1”) to extend the Term by one year through August 31, 2023, and to increase compensation by $29,340 for a new Contract Sum of $268,089.48. The fee increase included a $10,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. E. On June 7, 2023, the City Council amended the Agreement (“Amendment No. 2”) to extend the Term by one year through December 29, 2023, and increase compensation by $20,000 for a new Contract Sum of $288,089.48. Such increase in the Contract Sum included a $6,000 contingency in the event that the consultant was required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer authorized use of the contingency. F. The last round of comments by HCD required more extensive revisions than anticipated. Therefore, City and Consultant now desire to further amend the Agreement to extend the Term through May 31, 2024, and increase compensation by $30,350 for a new Contract Sum of $318,439.48. Such increase in the Contract Sum includes a $5,000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD comments and to provide additional environmental review prior to the certification of the Housing Element. The contingency amount will only be utilized upon authorization by the City’s Contract Officer DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 -2- TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: “The total compensation, including reimbursement for actual expenses, shall not exceed $288,089.48 (Two Hundred Eighty Eight Thousand Eighty Nine Dollars and Forty Eight Cents)$318,439.48 (Three Hundred Eighteen Thousand Four Hundred Thirty Nine Dollars and Forty Eight Cents) the “Contract Sum”, unless additional compensation is approved pursuant to Section 1.9.” b. Section I of Exhibit “C” Schedule of Compensation, is amended to read: I. Consultant shall perform the following tasks at the following rates” TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS A. Project Administration 1. Project Kick-Off Meeting $1,440 $1,610 2. Project Schedule Development $960 $1,140 3. Project Coordination $20,880 B. Housing Element Amendment Assessment and Analysis 1. Evaluation of 2013-2021 Housing Element $6,310 2. Housing Assessment and Needs Analysis $28,460 3. Adequate Sites Analysis $8,360 4. Housing Production Constraints Analysis $8,360 DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 -3- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS 5. Housing Goals, Policies, and Quantified Objectives $6,340 C. Public Engagement $3,480 1. Public Outreach Program Development and Two Community meetings $3,610 $27,083.64 2. Stakeholder Interview $3,610 $17,694.38 D. Planning Commission and City Council Workshops $3,480 $6,245 $4,916.84 E. Draft 2021-2029 Housing Element Update 1. Administrative Draft Housing Element Update $4,880 2. Public Draft Housing Element Update $3,060 3. Public Noticing $390 F. General Plan Consistency and Environmental Review $6,276.22 1. General Plan Amendment $3,260 2. Environmental Determination $4,780 3. Draft Initial Study/Mitigated Negative Declaration $17,860 4. Environmental Noticing, Outreach, and Filing $3,880 5. Final IS/MND $10,920 DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 -4- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS 6. Addendum $25,350 G. Public Hearings $6,960 $4,100 $3,163.40 H. Final Housing Element Update $34,280 I. State Certification and City Adoption $2,050 J. Printing, travel, postage, etc. $1,250 $1,500 $9,000 K. Meeting Platform Hosting (Zoom, GoToWeb, Teams, etc.) $500 Contingency** $6,000 $21,000 Total $95,150 $125,500 $124,305 $68,634.48 TOTAL $288,089.48 $318,439.48 ** Contingency shall not be used without written authorization from the City’s Contract Officer. 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 3, all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 3 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, as amended. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement, as amended, other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement, as amended, and that there have been DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 -5- no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment, as amended, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor Pro Tem ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By: Name: Albert Cuisinot Title: Chief Financial Officer By: Name: Ruta K. Thomas Title: Senior Vice President Address: 626 Wilshire Blvd. Suite 100, Los Angeles, CA 90017 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY. DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 01203.0005/932114.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 78314233-EA92-40FD-B383-A264A5185293 Certificate Of Completion Envelope Id: 78314233EA9240FDB383A264A5185293 Status: Completed Subject: Complete with DocuSign: RPV - ESA Amendment No. 3_Approved.pdf Source Envelope: Document Pages: 8 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Lisa Garrett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lisag@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 11/15/2023 10:41:52 AM Holder: Lisa Garrett lisag@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Albert Cuisinot ACuisinot@esassoc.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 166.198.34.50 Signed using mobile Sent: 11/15/2023 10:50:17 AM Resent: 11/17/2023 10:21:42 AM Resent: 11/20/2023 7:36:46 AM Resent: 11/27/2023 4:51:20 PM Viewed: 11/27/2023 5:25:21 PM Signed: 11/27/2023 5:25:33 PM Electronic Record and Signature Disclosure: Accepted: 11/27/2023 5:25:21 PM ID: 2aac1192-0505-4aef-a9a1-f10af0bdde6c Ruta Thomas RThomas@esassoc.com Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 216.205.115.169 Sent: 11/27/2023 5:25:35 PM Viewed: 11/27/2023 8:41:25 PM Signed: 11/27/2023 8:41:39 PM Electronic Record and Signature Disclosure: Accepted: 11/27/2023 8:41:25 PM ID: 14d6d85c-16c2-404e-ade0-6bb42efc81fb John Cruikshank john.cruikshank@rpvca.gov Mayor Pro Tem Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 11/27/2023 8:41:40 PM Viewed: 11/28/2023 12:54:24 PM Signed: 11/28/2023 12:54:32 PM Electronic Record and Signature Disclosure: Accepted: 11/28/2023 12:54:24 PM ID: 66926c60-b04d-45e4-be81-cffb00f3a5eb William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.28.123.88 Signed using mobile Sent: 11/28/2023 12:54:33 PM Viewed: 11/28/2023 12:58:28 PM Signed: 11/28/2023 12:58:43 PM Electronic Record and Signature Disclosure: Accepted: 11/28/2023 12:58:28 PM ID: b2eab48d-1064-4e7b-97c2-9a7202dcdac9 Signer Events Signature Timestamp Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.34.97.146 Sent: 11/28/2023 12:58:44 PM Viewed: 11/28/2023 1:33:04 PM Signed: 11/28/2023 1:33:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Lisa Garrett lisag@rpvca.gov Administrative Analyst II (CDD) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 11/28/2023 1:33:13 PM Resent: 11/28/2023 1:33:15 PM Viewed: 11/28/2023 3:14:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Clerk Office CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 11/28/2023 1:33:14 PM Viewed: 12/18/2023 10:59:03 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/15/2023 10:50:18 AM Certified Delivered Security Checked 11/28/2023 1:33:04 PM Signing Complete Security Checked 11/28/2023 1:33:12 PM Completed Security Checked 11/28/2023 1:33:14 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Albert Cuisinot, Ruta Thomas, John Cruikshank, William Wynder, City Clerk Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 2) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (City), and ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation, and is effective as of August 28, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated March 2, 2021 (“Agreement”) whereby Consultant agreed to provide professional services to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan (“Services”) through March 2, 2022, for a Contract Sum of $238,749.48. B. Pursuant to Article 3.2 of the Agreement, the Consultant requested an extension of the time period specified in the Schedule of Performance and the City provided written notice on April 27, 2022, authorizing continuation of services through August 27, 2022. C. Based on significant changes required to this cycle’s Housing Element, the California Department of Housing and Community Development (HCD) has provided the City with a great deal of comments, and finalizing the Housing Element has taken more time than anticipated. D. On July 19, 2022, the City Council amended the Agreement to extend the Term by one year through August 31, 2023, expand the Scope of Work, and increase compensation by $29,340 for a new Contract Sum of $268,089.48. The fee increase includes a $10,000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. E. City and Consultant now desire to further amend the Agreement, as amended, to expand the Scope of Work, and increase compensation by $20,000 for a new Contract Sum of $288,089.48 and extend the Term through December 29, 2023. Such increase in the Contract Sum includes a $6,000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City’s Contract Officer. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. Section 2.1, Contract Sum, is amended to read: “The total compensation, including reimbursement for actual expenses, shall not exceed $268,749.48 (Two Hundred Sixty Eight Thousand Seven DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 -2- Hundred Forty Nine Dollars and Forty Eight Cents) $288,089.48 (Two Hundred Eighty Eight Thousand and Eighty Nine Dollars and Forty Eight Cents) the “Contract Sum”, unless additional compensation is approved pursuant to Section 1.9.” Section I of Exhibit “C” Schedule of Compensation, is amended to read: I. Consultant shall perform the following tasks at the following rates” TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS A. Project Administration 1. Project Kick-Off Meeting $1,440 $1,610 2. Project Schedule Development $960 $1,140 3. Project Coordination $20,880 B. Housing Element Amendment Assessment and Analysis 1. Evaluation of 2013-2021 Housing Element $6,310 2. Housing Assessment and Needs Analysis $28,460 3. Adequate Sites Analysis $8,360 4. Housing Production Constraints Analysis $8,360 5. Housing Goals, Policies, and Quantified Objectives $6,340 C. Public Engagement $3,480 1. Public Outreach Program Development and Two Community meetings $3,610 $27,083.64 DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 -3- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS 2. Stakeholder Interview $3,610 $17,694.38 D. Planning Commission and City Council Workshops $3,480 $6,245 $4,916.84 E. Draft 2021-2029 Housing Element Update 1. Administrative Draft Housing Element Update $4,880 2. Public Draft Housing Element Update $3,060 3. Public Noticing $390 F. General Plan Consistency and Environmental Review $6,276.22 1. General Plan Amendment $3,260 2. Environmental Determination $4,780 3. Draft Initial Study/Mitigated Negative Declaration $17,860 4. Environmental Noticing, Outreach, and Filing $3,880 5. Final IS/MND $10,920 G. Public Hearings $6,960 $4,100 $3,163.40 H. Final Housing Element Update $20,280 $34,280 I. State Certification and City Adoption $2,050 DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 -4- TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS J. Printing, travel, postage, etc. $1,250 $1,500 $9,000 K. Meeting Platform Hosting (Zoom, GoToWeb, Teams, etc.) $500 Contingency** $10,000 $6,000 Total $89,150 $95,150 $110,305 $124,305 $68,634.48 TOTAL $268,749.48 $288,089.48 ** Contingency shall not be used without written authorization from the City’s Contract Officer. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement, as amended. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement, as amended, other than as provided herein. Each party represents and warrants to the other that the Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement, as amended. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 -5- 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment, as amended, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ Barbara Ferraro, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By: Name: Albert Cuisinot Title: Chief Financial Officer By: Name: Ruta K. Thomas Title: Senior Vice President Address: 626 Wilshire Blvd. Suite 100, Los Angeles, CA 90017 Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY. DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A 01203.0001/308425.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2019 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 5301DC2E-F1D4-4662-95AA-2366FCACF94A Certificate Of Completion Envelope Id: 5301DC2EF1D4466295AA2366FCACF94A Status: Completed Subject: Complete with DocuSign: ESA Amendment No. 2 - Final Approved CC.pdf Source Envelope: Document Pages: 8 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Lisa Garrett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 lisag@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/22/2023 9:09:09 AM Holder: Lisa Garrett lisag@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Albert Cuisinot ACuisinot@esassoc.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.158.43.133 Sent: 6/22/2023 9:22:52 AM Viewed: 6/22/2023 1:41:47 PM Signed: 6/22/2023 1:41:58 PM Electronic Record and Signature Disclosure: Accepted: 6/22/2023 1:41:47 PM ID: cf02aa35-6dca-4118-97ad-cc67ee6d8eac Ruta Thomas RThomas@esassoc.com Senior Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 162.231.163.73 Sent: 6/22/2023 1:41:59 PM Resent: 6/27/2023 10:37:04 AM Viewed: 6/27/2023 10:45:21 AM Signed: 6/27/2023 10:45:47 AM Electronic Record and Signature Disclosure: Accepted: 6/27/2023 10:45:21 AM ID: d7558d7e-c681-4218-a934-869a58ed5177 William Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 6/27/2023 10:45:50 AM Viewed: 6/27/2023 10:48:12 AM Signed: 6/27/2023 10:48:35 AM Electronic Record and Signature Disclosure: Accepted: 6/27/2023 10:48:12 AM ID: 166951fb-cb03-4740-ab34-7cf28cff02c8 Teresa Takaoka terit@rpvca.gov City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.34.97.146 Sent: 6/27/2023 10:48:36 AM Viewed: 6/27/2023 10:57:53 AM Signed: 6/27/2023 10:57:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.211.255.186 Signed using mobile Sent: 6/27/2023 10:58:01 AM Viewed: 6/27/2023 3:25:58 PM Signed: 6/27/2023 3:27:34 PM Electronic Record and Signature Disclosure: Accepted: 6/27/2023 3:25:58 PM ID: 4d0b1612-4710-4d80-968b-2e2f4576086a In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/27/2023 10:45:48 AM Viewed: 6/27/2023 10:58:29 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Luci Hise-Fisher LHise-Fisher@esassoc.com ESA Security Level: Email, Account Authentication (None) Sent: 6/27/2023 10:45:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Garrett lisag@rpvca.gov Administrative Analyst II (CDD) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/27/2023 10:45:50 AM Resent: 6/27/2023 3:27:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Clerk Office CityClerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 6/27/2023 10:57:59 AM Viewed: 6/27/2023 11:01:54 AM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/22/2023 9:22:52 AM Certified Delivered Security Checked 6/27/2023 3:25:58 PM Signing Complete Security Checked 6/27/2023 3:27:34 PM Completed Security Checked 6/27/2023 3:27:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Albert Cuisinot, Ruta Thomas, William Wynder, Barbara Ferraro, City Clerk, City Clerk Office Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PRJFESSIONAL SERVICES (Amendment No. 1) by and bc.ween the CITY OF RANCHO PALOS VERDES. a California municipal corporation (City) and ENVIRONMENTAL SCIENCES ASSOCIATES. a California corporation. and is effective as of August 28. 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated March 2. 2021 ('Agreement") whereby Consultant agreed to provide professional services to complete the City's 2021-2029 Housing Element Update of the City's General Plan("Services") through March 2. 2022. for a Contract Sum of S238.749.48. B. Pursuant to Article 3.2 of the Agreement. the Consultant requested an extension of the time period specified in the Schedule of Performance and the City provided written notice on April 27. 2022. authorizing continuation of services through August 27. 2022. C. Based on significant changes required to this cycle's Housing Element. the California Department of Housing and Conunu nity Developmentl(HCD) has provided the City with a great deal of comments. and finalizing the Housing Element has taken more time than anticipated. D. City and Consultant now desire to amend the Agreement to extend the Tenn by one year through August 31. 2023. expand the Scope of Work. and increase compensation by $2t'.340 for a neNN Contract Sum of S268.089.48. The fee increase includes a $10.000 contingency in the event that the consultant is required to address additional rounds of revisions based on HCD conunnents prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by the City's Contract Officer. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in seen and added text in bold italics. a. Section 2.1. Contract Sum, is amended to read: The total compensation. including reimbursement for actual expenses. shall not exceed 5238.749.18 (Two Hundred Thirty Eight Thousand Seven Hundred Forty Nine Dollars and Forty Eight Cents) S268,089.48 (Two Hundred Sixty Eight Thousand and Eighty Nine Dollars and Forty Eight Cents) the "Contract Sum . Curless additional compensation is approved pursuant to Section 1.9. A-1 b. Section 3.4. Term, is amended to read: Unless earlier terminated in accordance with Article 7 of this Agreement. this Agreement shall continue in full force and effect until completion of the services but not exceeding one ( 1) year from the date hereof August 31, 2023, except as otherwise provided in the Schedule of Performance ( Exhibit D"). c. Section I of Exhibit "C" Schedule of Compensation. is amended to read. I. Consultant shall perform the following tasks at the following rates" TASK CONS.'LTA`T SI BC'ONSC LTANT SCBC'ONSC LTANT COSTS BAE COSTS MBI COSTS A. Project Administration 1. Project Kick-Off Meeting $1.440 S1.610 2. Project Schedule $960 $1.140 Development 3. Project Coordination X840 S20,880 B. Housing Element Amendment Assessment and Analysis 1. Evaluation of 2013-2021 $6.310 Housing Element 2. Housing Assessment and 528.460 Needs Analysis 3. Adequate Sites Analysis $8360 4. Housing Production 58.360 Constraints Analysis 5. Housing Goals. Policies. $6.340 and Quantified Objectives C. Public Engagement $3.-180 A-2 TASK CONSULTANT SUBCONSULTANT SUBCONSULTANT COSTS BAE COSTS MBI COSTS 1. Public Outreach Program $3.610 S27.083.64 Development and Two Community meetings 2. Stakeholder Interview $3.610 S17.694.38 D. Planning Commission 53.480 $6.245 $4,916.84 and City Council Workshops E. Draft 2021-2029 Housing Element Update 1. Administrative Draft $4.880 Housing Element Update 2. Public Draft Housing $3.060 Element Update 3. Public Noticing S390 F. General Plan 56.276.22 Consistency and En:ironmental Review 1. General Plan Amendment 53.260 2. Environmental S4.780 Determination 3. Draft Initial S17.860 Study Mitigated Negative Declaration 4. Environmental Noticing. S3.880 Outreach, and Filing 5. Final IS MND S10.920 G. Public Hearings S6.960 $4A00 53.163.40 H. Final Housing Element 54.780 Update S20,280 A-3 TASK CONSULTANT SUBCONSULTANT SUBCONSULTANT COSTS BAE COSTS MBI COSTS State Certification and S2.050 City Adoption J. Printing, travel, $1.250 $1.500 $9.000 postage, etc. K. Meeting Platform $500 Hosting (Zoom, GoToWeb, Teams, etc.) Contingency** 510,000 Total S75,310 S94445 S68,634.48 589,150 5110,305 TOTAL S238,7-s9.-18 S268,089.-18 ** Contingency shall not be used without written authorization from the C'ity's Contract Officer. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1. all provisions of the Agreement shall remain unchanged and in frill force and effect. From and after the date of this Amendment No. 1.whenever the tenn"Agreement"appears hi the Agreement. it shall mean the Agreement. as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffu-m each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective,valid. and binding obligation. Consultant represents and warrants to City that. as of the date of this Amendment. City is not in default of any material term of the Agreement and that there have been no events that. with the passing of time or the giving of notice. or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that. as of the date of this Amendment No. 1. Consultant is not in default of any material tern of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both. would constitute a material default under the Agreement. A-4 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing. (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party. (iii) by so executing this Amendment No. 1. such party is formally bound to the provisions of this Amendment No. 1. and (iv)the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] A-5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a - •.:•_ corpora '• 41111POP David L. Bradley, Mayor ATTEST: Ctreresa a, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP A ' `. A _ Wi 'rim W. Wy .t r, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By: 6-4"- Name: Albert Cuisino rt e: C ie i . - 'al I ficer By. 1 9 $ ame: Ruta K 'tle: _- '.r ice 'resident Address: 626 Wilshire Blvd. Suite 100, Los Angeles, CA 90017 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. A-6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES ;n u, On SU1m1$ ,2022 before me, Notts.( (AAA► -,personally appeared SR.V;co_ 01,ithAproved to me on the basis of satisfactory evidence to be the person whose names is/, subscribed to the within instrument and acknowledged to me that J/she/thp executed the same in lOher/t it authorized capacity(ies'f, and that by Ws/her/th signatures on the instrument the person, or the entity upon behalf of which the person/ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SHEREE A.HEMPHILL 141I/F:, Notary Public•California WITNESS my)►and and official seal. ' Los Angeles County Commission N 229607 Signature: i I 1 ' ° My Comm.Expires Aug 8,2023 � A „ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE A-7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES e A-ileVAi\l, Abed. Cuisir\��, On�lv I ,2022 before me, personally appearedre . Q ;proved to me on the basis of atisfactory evidence to be the p son$whose names is/v6 subscribed to the within instrument and acknowledged to me that he/041)4 executed the same in his/l r tVir authorized capacity , and that by his/I)*r/thp1r signature on the instrument the person, or the entity upon behalf of which the person ) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ••. SHEREE A.HEMPHILL WITNESS m hand and official seal. - = ��- Notary Public•California 4-1 Los Angeles County ��;+�, Commission N 2296607 Signature: My Comm.Expires Aug g,202] OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE A-8 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ENVIRONMENTAL SCIENCES ASSOCIATES 01203 000D/698324 2 mai% 1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ENVIRONMENTAL SCIENCES ASSOCIATES THIS AGREEMENT FOR CONTRACT SERVICES (herein ` Agreement') is made and entered into on March 2, 2021, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ( City ') and ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation ( `Consultant') City and Consultant may be referred to individually or collectively, as Party" or `Parties " RECITALS A City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement B Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement was selected by the City to perform those services C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement D The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein OPERATIVE PROVISIONS NOW THEREFORE in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration the value and adequacy of which are hereby acknowledged, the parties agree as follows ARTICLE 1 SERVICES OF CONSULTANT 1 1 Scope of Services In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the ' Scope of Services" attached hereto as Exhibit `A" and incorporated herein by this reference which may be referred to herein as the `services" or `work' hereunder As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended For 01203 0005/698324 2 mg.. purposes of this Agreement, the phrase ` highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances 1 2 Consultant's Proposal The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein In the event of any inconsistency between the terms of such proposal and this Agreement the terms of this Agreement shall govern 1 3 Compliance with Law Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal State or local governmental entity having jurisdiction in effect at the time service is rendered 1 4 California Labor Law If the Scope of Services includes any ' public work" or "maintenance work " as those terms are defined in California Labor Code section 1720 et seri and California Code of Regulations, Title 8 Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq and 1810 et sec] , and all other applicable laws, including the following requirements (a) Public Work The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2 Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (` DIR") implementing such statutes The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by regulation (b) Prevailing Wages Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The 01203 000)/698324 2 mgm 2 Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor (d) Payroll Records Consultant shall comply with and be bound by the provisions of Labor Code Section 1776 which requires Consultant and each subconsultant to keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, certify and make such payroll records available for inspection as provided by Section 1776, and inform the City of the location of the records (e) Apprentices Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777 5, 1777 6 and 1777 7 and California Code of Regulations Title 8, Section 200 et seq concerning the employment of apprentices on public works projects Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Prior to commencing work under this Agreement Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement (0 Eight-Hour Work Day Consultant acknowledges that eight (8) hours labor constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section 1810 (g) Penalties for Excess Hours Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours The Consultant shall, as a penalty to the City forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1 Article 3 of the Labor Code Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(11/2) times the basic rate of pay (h) Workers' Compensation California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract " 01203 000)/698324 2 111e%% 3 li Consultant s Authorized Initials _&-e--- (1) Consultant's Responsibility for Subcontractors For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1 5 Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 1 6 Familiarity with Work By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed (ii) has carefully considered how the services should be performed and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement If the services involve work upon any site Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder Should the Consultant discover any latent or unknown conditions which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer 1 7 Care of Work The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work and the equipment, materials papers documents, plans studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City s own negligence 01203 000bI698324 2 ms« 4 1 8 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified neither party shall be responsible for the service of the other 1.9 Additional Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (►i) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer Any greater increases, taken either separately or cumulatively must be approved by the City Council It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor City may in its sole and absolute discretion have similar work done by other Consultants No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed 1 10 Special Requirements Additional terms and conditions of this Agreement if any which are made a part hereof are set forth in the `Special Requirements' attached hereto as Exhibit B" and incorporated herein by this reference In the event of a conflict between the provisions of Exhibit B" and any other provisions of this Agreement, the provisions of Exhibit 'B ' shall govern ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT 2 1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the ` Schedule of Compensation ' attached hereto as Exhibit C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses shall not exceed $238,749 48 (Two Hundred Thirty Eight Thousand Seven Hundred Forty Nine Dollars and Forty Eight Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 01203 000)/698324 2 nig‘‘ 5 2 2 Method of Compensation The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention, (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the Schedule of Compensation 2 3 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 4, and only if specified in the Schedule of Compensation The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City Coordination of the performance of the work with City is a critical component of the services If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings 2 4 Invoices Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement The invoice shall contain all information specified in Exhibit "C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category) travel materials, equipment supplies, and sub- contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant s correct and undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures the City cannot guarantee that payment will occur within this time period In the event any charges or expenses are disputed by City the original invoice shall be returned by City to Consultant for correction and resubmission Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2 5 Waiver Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant 01203 000p/698324 2 mg 6 ARTICLE 3 PERFORMANCE SCHEDULE 3.1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Schedule of Performance' attached hereto as Exhibit D" and incorporated herein by this reference When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively 3 3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant including, but not restricted to acts of God or of the public enemy, unusually severe weather fires earthquakes floods epidemics, quarantine restrictions, riots strikes freight embargoes wars, litigation, and/or acts of any governmental agency, including the City if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant s sole remedy being extension of the Agreement pursuant to this Section 3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit D") ARTICLE 4 COORDINATION OF WORK 4 1 Representatives and Personnel of Consultant The following principals of Consultant (` Principals') are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith 01203 000 /698324 2 m2N% 7 Ryan Todaro Project Manager (Name) (Title) (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors if any assigned to perform the services required under this Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any assigned to perform the services required under this Agreement, prior to and during any such performance 4 2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees or agents are in any manner officials, officers, employees or agents of City Neither Consultant nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees Consultant expressly waives any claim Consultant may have to any such rights 4 3 Contract Officer The Contract Officer shall be Ken Rukavina, Director of Community Development, or such person as may be designated by the City Manager It shall be the Consultant s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 01203 000b/69832-1 2 me%% 8 4 4 Independent Consultant Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection discharge, supervision or control of Consultant s employees, servants representatives or agents, or in fixing their number compensation or hours of service Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a point venturer or a member of any joint enterprise with Consultant 4 5 Prohibition Against Subcontracting or Assignment The experience, knowledge capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City In addition neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis In the event of any such unapproved transfer, including any bankruptcy proceeding this Agreement shall be void No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City ARTICLE 5 INSURANCE AND INDEMNIFICATION 5 1 Insurance Coverages Without limiting Consultant s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain provide and maintain at its own expense during the term of this Agreement policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000 000 per occurrence, $2,000,000 general aggregate for bodily injury personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO insured contract" language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury 01203 000D/698324 2 mei% 9 and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers compensation insurance Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer s Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B 5 2 General Insurance Requirements (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured 01203 000)/698324 2 m2%% 10 (d) City's rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California with an assigned policyholders Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide unless otherwise approved by the City s Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants (g) Enforcement of contract provisions (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage 0) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies 01203 000'/6983242 m2%1 1 1 (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (I) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the insurer s limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency's right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant s compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Consultant shall also procure and maintain at its own cost and expense, any additional kinds of insurance which in its own judgment may be necessary for its proper protection and prosecution of the work 5 3 Indemnification To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ( `Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs penalties obligations, errors, omissions or liabilities whether actual or threatened (herein ` claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or 01203 000)/698324 2 mess 12 entity for which Consultant is legally liable ( indemnitors ), or arising from Consultant's or indemnitors reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement and in connection therewith (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith, (b) Consultant will promptly pay any judgment rendered against the City its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work operations or activities of Consultant hereunder, and Consultant agrees to save and hold the City, its officers agents and employees harmless therefrom, (c) In the event the City its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder Consultant agrees to pay to the City its officers agents or employees any and all costs and expenses incurred by the City its officers agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act error or omission or reckless or willful misconduct of Consultant in the performance of professional services hereunder The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 61 Records Consultant shall keep and require subcontractors to keep, such ledgers, books of accounts invoices, vouchers, canceled checks, reports studies or other documents relating to the disbursements charged to City and services performed hereunder (the books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect copy, audit and make 01203 00(b/698324 2 ms% 13 records and transcripts from such records Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act 6 2 Reports Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services the estimated increased or decreased cost estimate for the project being designed 6 3 Ownership of Documents All drawings, specifications, maps, designs photographs studies, surveys data, notes, computer files, reports, records documents and other materials (the "documents and materials' ) prepared by Consultant its employees subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retain copies of such documents for its own use Consultant shall have the right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom Moreover Consultant with respect to any documents and materials that may qualify as `works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6 4 Confidentiality and Release of Information (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such 01203 000'/698324 2 111e%% 14 information or work product to persons or entities other than City without prior written authorization from the Contract Officer (b) Consultant, its officers, employees agents or subcontractors shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations letters of support, testimony at depositions response to interrogatories or other information concerning the work performed under this Agreement Response to a subpoena or court order shall not be considered voluntary provided Consultant gives City notice of such court order or subpoena (c) If Consultant or any officer employee, agent or subcontractor of Consultant provides any information or work product in violation of this Agreement then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees including attorney's fees caused by or incurred as a result of Consultant's conduct (d) Consultant shall promptly notify City should Consultant its officers employees, agents or subcontractors be served with any summons, complaint, subpoena notice of deposition, request for documents, interrogatories request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant However this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION 7 1 California Law This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court venue shall lie exclusively in the Central District of California in the County of Los Angeles State of California 7 2 Disputes, Default In the event that Consultant is in default under the terms of this Agreement the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the 01203 000D/698324 2 ms%% 15 invoices In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City s legal rights or any rights arising out of any provision of this Agreement 7 3 Retention of Funds Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (u) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not however affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein 7 4 Waiver Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7 5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7 6 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary 0 I 203 000p/698324 2 mgr% 16 provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue a legal action under this Agreement 7 7 Liquidated Damages Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of $0 (Zero Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages 7 8 Termination Prior to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time with or without cause upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of the Consultant the period of notice may be such shorter time as may be determined by the Contract Officer In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause upon sixty (60) days' written notice to City except that where termination is due to the fault of the City the period of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 2 7 9 Termination for Default of Consultant If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated 7 10 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement the prevailing party in such 01203 000)/698324 2 me‘‘ 17 action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's fees on any appeal and in addition a party entitled to attorney s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Consultant or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement 8 2 Conflict of Interest Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant s performance of services under this Agreement Consultant further covenants that in the performance of this Agreement no person having any such interest shall be employed by it as an officer, employee agent or subcontractor without the express written consent of the Contract Officer Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 8 3 Covenant Against Discrimination Consultant covenants that, by and for itself, its heirs, executors assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color creed religion sex, gender, sexual orientation marital status, national origin, ancestry or other protected class 01203 000.1/698324 2 mg 18 8 4 Unauthorized Aliens Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U S C § 1101 el seq as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed together with any and all costs including attorneys fees incurred by City ARTICLE 9 MISCELLANEOUS PROVISIONS 91 Notices Any notice, demand, request document, consent approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title) City of Rancho Palos Verdes 30940 Hawthorne Blvd , Rancho Palos Verdes California 90275 and in the case of the Consultant to the person(s) at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section 9 2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 9 3 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 9 4 Integration, Amendment This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings if any, between the parties, and none shall be used to interpret this Agreement No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void 01203 000)/698324 2 nig 19 9 5 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid Judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases sentences, clauses, paragraphs or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 9 6 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation The determination of "financial interest" shall be consistent with State law and shall not include interests found to be ` remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money consideration or other thing of value as a result or consequence of obtaining or being awarded any agreement Consultant further warrants and represents that (s)he/it has not engaged in any act(s) omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement Consultant is aware of and understands that any such act(s) omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect Consultant s Authorized Initials 711' 9 7 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 000 /6983242 ms, 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY: CITY OF RANCHO PALOS VERDES,a municipal corporation Eric Alegna,Mayor ATTEST: ��e(hti rally Colborn, City Ctc k APPROVED AS TO FORM: ALESHIRE&WYNDER,LLP i)4414 William W Wynder, City Attorney CONSULTANT: ENVIRONMENTAL SCIENCES ASSOCIATES, a California corporation By Name Albert Cuismot Title Chief Financia Officer By 4'4 Naiie—Ruta omas Title Senior Vice President Address 626 Wilshire Blvd Suite 100 Los Angeles, CA 90017 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2) Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0005/698324 2 mgw 21 A-22 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 202 I before me , personally appeared proved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacrty(ies), and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 000)/698324 2 mg‘‘ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On 2021 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les) and that by his/her/their signature(s)on the instrument the person(s) or the entity upon behalf of which the person(s)acted executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 000/698324 2 mei% CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 r� .. t.-:!c t!� rte..,.s-,t.a,,,,, ,t.... .-,Ys�t�•..—,..rwt.w.•!amt✓.,Jat!:-t!c� .•.s t,?;t- t.s .s.C✓.w t,at�t. State of California County of SCSI Zill.G 5 Co On /t/l21 A) I before me, ?Jerk (.-1 Pt,' U I� /UYf t,k)2 C, , Date Name and Title of the Off er personally appeared A-111-&-atAS I iD* Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the EETN b POTOTo person(s), or the entity upon behalf of which the � � Notary Public California e.;fr � T�s�on I 2=�� � ! person(s) acted, executed the instrument ''' ` My Comm EOM Oct b 2022 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Place Notary Seal Above Signature C7` ltrtCT-- Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ❑ Corporate Officer—Title(s) ❑ Corporate Officer—Title(s) ❑ Partner— ❑ Limited ❑General ❑ Partner— ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee - ❑Guardian or Conservator ❑Other ❑ Other Signer Is Representing Signer Is Representing .: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§1189 _ • •.� ;• .e ,.m Gc .hr c� . -.. . • •� ✓ �l I State of California 4 County of Las Lies >> �� rye S / Pa I• On ' e4ra.. 2, 20Z/ before me, She e 4. ,vp)iiI/r /vO1Oit/ b�L i5 • Date Here Insert Nam and TTitle o tthee Officer n l+ I personally appeared Rah k ,rias �.�2. ViGe Preside/d-- Name(s)of Signer(s) �44, I yJ who proved to me on the basis of satisfactory evidence to be the person() whose name is/fir' v subscribed to the within instrument and acknowledged >> to me that 4/she/tbeey executed the same in V(s/her/tlir authorized capacity), and that by her/t1r signature(,f3'f on the instrument the >> person( , or the entity upon behalf of which the person(z acted, executed the instrument �� ' >> I certify under PENALTY OF PERJURY under the > • _ i;4s„..,. tart'SHEPu A HEMPifoi laws of the State of California that the foregoing s• s. Notary Public California g g ?� -,S Los Angeles County f paragraph is true and correct j -4, Commission#2296607 j I My Comm Expires Aug B 2023 WITNESS my hand and official seal 5 I 41114P) ( Signature \ / 1 i , # .( p 2 5 Place Notary Seal Above Signature Notary P lic s� f. OPTIONAL 2 Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document 3 irk Title or Type of Document Document Date Number of Pages fi Signer(s) Other Than Named Above 9 1 Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ;) 5 ❑ Corporate Officer — Title(s) ❑Corporate Officer — Title(s) 2trss, CIIndividual RIGHT THUMBPRINT ❑ Individual RIGHTTHUM6RRINT 2 OF SIGNER OF SIGNER (Fi`. ❑ Partner — ❑Limited ❑General Top of thumb here ❑Partner — ❑Limited ❑General Top of thumb here . ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee 9 Cl Guardian or Conservator ❑Guardian or Conservator ❑ Other ❑Other I▪ Signer Is Representing Signer Is Representing '31. r. fRK.—c> cs�� _ '•' _•' �c.c,c�u , s s�<u. sw or1-..z ,x-,,,�n� .=k,^ sI,Yv. ©2010 National Notary Association NationalNotary org 1 800 US NOTARY(1 800 876 6827) Item#5907 EXHIBIT "A" SCOPE OF SERVICES I Consultant will complete the following services to ensure the timely update of the City of Rancho Palos Verdes Housing Element, including all legally mandated requirements for California Housing Elements A Project Administration 1 Project Kick-Off Meeting Following receipt of the notice to proceed Consultant will coordinate with City staff to schedule a project kick-off meeting to refine and operationalize the scope of services, and to develop a shared vision for the partnership between the Consultant and the City staff Broadly, the kick-off agenda will include discussing the City s preferences for communications, coordination, and deliverables More specifically, the meeting agenda will cover project background and goals, objectives and key action items such as refining the project schedule, identifying project data needs, discussing the City s preferred approaches to community outreach, and delineating roles and responsibilities of the Consultant and City staff As a follow-up to the kickoff meeting, the Consultant will prepare a written request for information from the City for project background information, data, staff, and community contacts Specifically, at this early stage Consultant will review the annual Housing Element status reports, other documents pertaining to housing production and implementation of the existing Housing Element, the status of the existing housing sites inventory, housing policies, housing access, any recent community needs assessments, and the City's long-term growth plans As work on the Housing Element progresses Consultant will prepare additional requests for information as needed If permissible by public health standards at the time, Consultant will coordinate a short driving tour of Rancho Palos Verdes with City staff to ensure that the Consultant is well informed regarding the status of the existing sites inventory and anticipated new opportunity sites and growth areas Consultant and City staff will take this opportunity to discuss any initial needs for policy and program updates that staff have already identified Alternatively, an online virtual meeting and/or presentation would be arranged 2 Project Schedule Development Within 10 working days after the kick-off meeting, Consultant will provide the City with a finalized project schedule that identifies the tasks and milestones necessary for reaching the goal of submitting an adopted, certifiable Housing 01203 000)/698324 2 111gV‘ A-1 Element Update to the California Department of Housing and Community Development (HCD) As part of the twice a week meetings, Consultant will review the project timeline and status of tasks with City staff If any schedule modifications are needed, those modifications will be presented to the City at the bi-weekly meetings and formally requested on or before the 30th of each month 3 Project Coordination Consultant will meet bi-weekly with City staff to assess progress on the scope of work and completion of project deliverables Consultant will provide ongoing project management services to ensure close coordination between City staff and Consultant Consultant will be in ongoing communication with Subconsultants to ensure smooth and seamless coordination between all team members Furthermore, if allowed by City protocols Consultant can maintain an Internet- based folder to facilitate file sharing between the Consultant and City staff B Housing Element Assessment and Analysis 1 Evaluation of the 2013-2021 Housing Element For this subtask Consultant will determine the effectiveness of the current Housing Element to identify policies and/or programs that have been successful for the City, that the City has had difficulty implementing, that have not had the desired effects, and/or need to be updated for the next planning period Specifically • Consultant will request and review City staffs evaluation of and suggested revisions to the current Housing Element for compliance with State law HCD requirements, and for any other possible gaps in the analysis • Consultant will request and review staff's identification of any obsolete information (i e , tables, exhibits illustrations, etc ) in the 2013-2021 Housing Element to ensure that this information is removed Consultant will also confirm any information that should remain as part of the update • Consultant will review the City's progress towards meeting the identified goals, policies, and programs of the previous cycle 2013- 2021 Housing Element, based on information on housing production and program implementation, to be requested from City staff • Consultant will conduct a review of local resources directed toward and utilized for affordable housing This analysis will include reviewing utilization of local and regional funds and 01203 000,/698324 2 nip% A-2 resources, as well as partnerships with nonprofit organizations and other governmental entities that were exercised to create housing opportunities for the stated target populations 2 Housing Assessment and Needs Analysis Consultant will compile and analyze the data needed to prepare an updated Housing Needs Assessment that documents existing and anticipated future housing needs within the City The demographic, economic, infrastructure, and housing data collected will allow for analysis of both socioeconomic and housing market trends The analysis will be structured to align with the HCD Building Blocks and other relevant guidance The data will include City and the County of Los Angeles population resident, and household demographics, and household and employment growth trends The main data sources will be available data products published by the U S Census Bureau, as well as information published by HUD and the Southern California Association of Governments (SCAG) The needs assessment will also provide a comparison between historical and projected population, household, and employment characteristics and the current RHNA published by SCAG In addition to the socioeconomic trends analysis, Consultant will document current and historical housing market conditions and trends within the City, as well as Los Angeles County This subtask will include an evaluation of existing housing stock characteristics, including the distribution of units by type and age, as well as vacancy and pricing trends Consultant will use the HUD Comprehensive Housing Affordability Strategy (CHAS) dataset to document the number and percent of households that suffer from overpayment and/or overcrowding, by tenure and income level The analysis will also identify the inventory of existing assisted housing developments that are anticipated to be at risk for conversion to market rate within the next ten years Per the HUD Building Blocks, Consultant will also evaluate the relative housing needs of a variety of special needs populations, including farmworkers large families, female-headed households, people experiencing homelessness, people with disabilities including the developmentally disabled, and seniors City staff will identify any additional local special needs populations that should be analyzed The analysis will rely on a variety of data sources, as prescribed by HCD, and utilize various Census Bureau data products, among other sources In recognition of the new requirements under AB 686 for Affirmatively Furthering Fair Housing (AFFH), Consultant will add a supplemental data component to the Housing Needs Assessment so that staff can evaluate patterns of segregation and impediments to fair housing choice within the City The analysis will rely on data published by the U S Census Bureau and HUD to identify patterns of racial and ethnic integration This will include identification of Racially and Ethnically Concentrated Areas of Poverty (RCAPs and ECAPS) and calculation of indexes of isolation and dissimilarity Consultant will also request information on fair housing complaints from the City, the HUD Office of Fair 01203 000 /6983242 mss% A-3 Housing and Equal Opportunity, and the California Department of Fair Employment and Housing and information regarding hate crimes from the Federal Bureau of Investigations and the Rancho Palos Verdes Police Department Lastly Consultant will request information from the City regarding the availability of fair housing services education and outreach, and will conduct up to four interviews with fair housing advocates and service providers to discuss local impediments to fair housing choices 3 Adequate Sites Analysis Consultant will provide an updated sites inventory for inclusion in the Housing Element Update The updated sites inventory will demonstrate how the City can fully accommodate its RHNA within the new Housing Element planning period with land suitable for residential development In order to address the no net loss" provisions of Government Code Section 65863 the inventory will include sites sufficient to accommodate more housing than required by the City's RHNA Consultant will evaluate the existing housing sites inventory, the adopted General Plan, and relevant specific plans in order to adequately identify existing capacity for residential and mixed-use zoned sites that could potentially meet the City s RHNA requirement Further, Consultant will work with the City to complete an analysis of nonvacant residential and mixed-use sites to address a portion of the RHNA including the development potential within the planning period, by considering the extent that a nonvacant site's existing use impedes additional residential development the City s past experience converting existing uses to higher density market trends and conditions, and regulatory or other incentives/standards that encourage additional housing development on nonvacant sites The inventory will include the identification of how many units are feasible on each residential and mixed- use zoned site and what income category they are appropriate for based on state approved methodology With the current housing sites inventory as a starting point Consultant will work with the City to determine which sites are viable RHNA sites to meet housing targets based on new state law requirements, including but not limited to Conducting additional analysis for residential and mixed-use zoned sites smaller than one half acre larger than 10 acres, Conducting additional analysis for underutilized residential and mixed-use zoned sites, Identifying residential and mixed-use sites included in the past two housing element cycles that are now required to allow affordable housing by right, Identifying if residential and mixed-use zoned sites are publicly owned, and Indicating whether a residential and mixed-use zoned site has available or planned and accessible infrastructure Consultant will incorporate existing HCD guidance to coordinate the sites inventory process through the lens of the AFFH requirements and identify any necessary remediation Such requirements will determine the extent to which the locations of proposed sites are to be made available for housing development that 01203 0001698324 2 me‘‘ A-4 will help to affirmatively further fair housing in compliance with AB 686 Finally, Consultant would comply with anticipated HCD guidance requiring the submittal of the sites inventory in electronic form, along with its inclusion in the Housing Element Update Consultant will provide a Housing Sites Inventory list for inclusion in the draft section of the Housing Element Update If suitable sites to meet the City's RHNA are not able to be identified through the inventory of appropriately zoned vacant and non - vacant sites, then additional analysis will be conducted This analysis will include evaluation of changes to City zoning to accommodate additional units, including increasing densities, increasing building heights, re - designating/rezoning additional sites, or other techniques To the extent that the City is unable to identify adequate sites, Consultant will work with the City to develop a Housing Element program for post-adoption implementation This program would commit the City to create additional housing development capacity through a strategy or multiple strategies, such as rezoning, such that the City can accommodate the unmet RHNA within three years of adopting the Housing Element Update 4 Housing Production Constraints Analysis Per the HCD Building Blocks for Housing Elements, Consultant will identify and analyze potential and actual governmental and nongovernmental constraints to the maintenance improvement, preservation and/or development of housing for households at all income levels, including housing for persons with disabilities The analysis will identify the specific standards and processes that constitute constraints and evaluate their impact on the supply and affordability of housing in the City The analysis will also determine whether local regulatory standards pose an actual or perceived constraint and will identify existing efforts and other possible approaches to removing them The categories of governmental opportunities and constraints evaluated will include • Adopted codes and code enforcement measures, • On- and offsite improvement standards, • Adopted fees and exactions, • Land-use controls, • Infrastructure limitations, • Environmental constraints, • Processing and permitting procedures, and • Other applicable City policies and programs to be identified in consultation with City staff 01203 000p/698324 2 mgr% A-5 The non-governmental constraints analysis will cover topics including land costs construction costs, and the availability and complexity of financing To identify opportunities, constraints, and potential approaches to overcoming constraints, Consultant will interview staff from several departments including Public Works Community Development, and the City Manager's Office 5 Housing Goals, Policies and Quantified Objectives The development of quantified objectives is the key deliverable that the Housing Element Update will work toward throughout the process Analyzing past outcomes defining the community s current housing circumstances understanding opportunities and constraints, identifying properties for future housing development and gathering input from a variety of community stakeholders, will all lead to establishing the City s housing development goals for the 2021-2029 Housing Element planning cycle Some of these findings will lead to updates to existing objectives while others will generate new ideas and goals aiming to meet the City s RHNA requirements Throughout the Housing Element Update contract, Consultant will work with the City and community to develop housing goals and objectives Consultant will maintain a running list of potential goals and objectives which will evolve into definitive goals and objectives by the end of the process C Public Engagement 1 Public Outreach Program Development and Two Community Meetings (a) Public Engagement Program Upon consultation with the City Consultant will develop a draft of a Public Engagement Program detailing the management of an outreach campaign and related aspects In preparation, Consultant will review any existing or previous outreach efforts regarding previous Housing Element Updates, City policies that are currently in place and take that information into consideration Consultant will present a draft to the City for approval, review any suggestions and submit the final draft for the City's approval Throughout Consultant will work with the City to foster ongoing collaboration in support of the City s effort to update the new Housing Element of the City's General Plan The Public Engagement Program for the Housing Element Update will incorporate • A public noticing and promotional strategy aimed at generating widespread awareness and understanding of the Housing Element Update as well as its exact purpose within the General Plan among targeted audiences within 01203 000)/698324 2 mei% A-6 the Rancho Palos Verdes Engagement will include vulnerable populations within the city such as seniors, disabled, and affordable housing advocates to ensure all stakeholders are engaged - even disadvantaged communities This strategy will take into consideration socially conscious communications with target audiences and stakeholders across multiple platforms, such as community workshops (including web-based video conferencing) canvassing, mailings, and social media • A stakeholder database populated with contacts within the City generated from research and outreach activities, tracking interested individuals and community groups, business owners and employees, community stakeholders and organizations, and any other interested stakeholders A registry log of potential concerns and any risks, as well as a plan of action to monitor and address these concerns in an effective and efficient manner throughout the development of the new Housing Element • Effective additional public engagement with specific target audiences and any external stakeholders identified by the City (b) Web and Social Media Sharing Platform Consultant will work with the project team and City staff to incorporate a web and social media-based information sharing platform for the duration of the public engagement plan This social media platform can include many different facets such as more standardized traditional mediums such as Facebook, Twitter and Instagram or encompass newer programs such as Snapchat Nextdoor and Reddit Dedicated Project Webpage Consultant recommends that the City establishes a dedicated webpage for the Housing Element that can serve as a central hub to house collateral materials, give project updates and function as the go-to location for any stakeholders interested in keeping track of the Housing Element's timeline and progress Consultant can create web content and host it on a private server or create content to provide the City if they would like to host it on their own servers Social Media Sharing Platforms Social media is a community effort and the best conversations are always dialogues, not monologues Dialogue allows energy to flow back and forth and 01203 00W69832-1 mg A-7 find the best bits of information The City already possesses a strong and productive presence on multiple social media accounts which is an encouraging and useful edge that other communities do not always have when it comes to public engagement (c) Meeting and Event Collateral Materials Under the direction from the City Consultant will develop collateral materials for the public hearings, including graphics, images, illustrations, and drawings, including content for social media and a potential project website Developed materials will include high-quality written audio, and visual communications that provide an overview of the purpose, process, and anticipated timeline of the Housing Element Update process in a manner that can be easily digested and understood by members of the public Consultant's graphic design studio will also utilize City-approved existing graphic templates that can be applied to all collateral materials of the Housing Element This will present a coordinated cohesive look for informational and promotional material Moreover, City-approved templates also streamline the creation of collateral material when a quick turnaround is required (d) Community Meetings Consultant will work with the City to facilitate and attend up to two community workshops Consultant will strive to ensure a safe comfortable, and engaging environment for attendees, adhering to ongoing public health policies and dependent on COVID-19 regulations Consultant's goal will be to maximize participation, stimulate discussion, and promote feedback regarding the Housing Element Update being careful to identify and address local community concerns in regard to the past, present and future Housing Elements Connecting with the public has always been a challenging feat and having to navigate through the COVID-19 crisis has complicated matters Consultant will work with the City to strategically reach out to stakeholders that have been identified as key individuals and organizations regarding the Housing Element in the City Consultant will assist the City in showing these target audiences that the City is maintaining a dedication to regional investments and building partnerships with community leaders and civic groups during this difficult time Consultant will collaborate with the City to identify and coordinate workshops (whether in-person or online) with key community stakeholders including neighborhood 01203 000)/698324 2 mei% A-8 associations and housing leaders to encourage them to participate in the events Conducting these workshops with community members allows the Consultant to interact with stakeholders and gather their feedback on the Housing Element Update, this is especially important as it is this exact feedback that may have been missed or not received from previous years in the City 2 Stakeholder Interviews Consultant will work together to conduct up to 16 virtual stakeholder interviews over two days The purpose of these stakeholder interviews will be to understand community needs associated with fair housing, to gain deeper insight into community housing needs from specific perspectives (such as social service providers or educators), and to understand the developer perspective regarding opportunities and challenges for residential development Consultant assumes that they would conduct the interviews online, and collaboratively develop the list of interviewees and questions with City staff D Planning Commission and City Council Workshops To complement the public engagement process, Consultant will facilitate two public hearings/workshops or one Joint workshop for the Planning Commission and City Council At these workshops, Consultant will present Housing Element Update research to date such as opportunities and constraints and potential programs and policies Consultant will solicit feedback and ideas from Commissioners and Council members E Draft 2021-2029 Housing Element Update 1 Administrative Draft Housing Element Update Review of each Housing Element Update section will occur as they are completed, sequentially Consultant will provide preliminary draft work products for review by City staff as work progresses 2 Public Draft Housing Element Update Building from the series of public workshops and dialogues with the community and stakeholders up until this point, Consultant will work with City staff to review comments and suggestions For outreach Consultant will utilize a list of organizations, institutions, community groups and community members, to be developed in coordination with the City Consultant will conduct public outreach and notify the public of the availability of the first draft of the Housing Element Update Consultant will work closely with City staff to review public comments, 01203 000 /698324 2 mss% A-9 and consider how best to incorporate the comments that are received into the Housing Element Update 3 Public Noticing Following the statutory noticing requirements for Housing Elements and General Plans, based on a list provided by the City, Consultant will prepare and carry out all public noticing and required consultations and notifications for General Plan Updates per the local and State regulations Consultant will work with City communications staff to the extent they are available, to incorporate announcements into City print and electronic publications and on City websites Consultant will work closely with City staff to review public comments, and consider how best to incorporate the comments that are received into the Housing Element Update F General Plan Consistency and Environmental Review 1 General Plan Amendment Consultant shall identify sections of the City s General Plan Land Use Element that may need to be amended to be in compliance with State law and be consistent with the 2021-2029 Housing Element 2 Environmental Determination Consultant will attend a kickoff meeting with City staff prior to commencing work on the environmental document Subjects for review and discussion at this meeting will include, but not be limited to • Identifying project description details, • Identifying any prior environmental documentation that may be relevant to the Housing Element Update, • Identifying project databases sources of information and key contacts, • Establishing and confirming the scope of work, level of analysis, budget schedule and communication protocols, and • Identifying key issues known to be of concern to agencies, interest groups, and the public It is assumed that the City will provide any site-specific studies prepared to date exhibits, project description details, and materials for development of the environmental document at the kick-off meeting If additional data are required Consultant will submit a memo detailing data needs to the City with 01203 00W698324 2 me.% A-10 recommendations on how best to respond Consultant will become familiar with the project and review available technical data Upon receipt of necessary project information identified in Consultant s data needs list, Consultant will prepare a draft Initial Study/Mitigated Negative Declaration (IS/MND) Project Description for City review, which will include a project location map, a description of the regional and local setting, the housing element history, project objectives, planning context, population and housing characteristics and trends, opportunity sites, if any, General Plan and/or zoning text/map revisions, and other information important to providing an understanding the proposed project In addition, the Project Description will be based on the Draft Housing Element Update and will include but not be limited to, background information on State Housing Element requirements, the City Housing Element Update process to date, Project Objectives, and a summary of the Housing Element Update goals, land use and zoning changes, and growth assumptions The Project Description is a critical part of the Draft IS/MND, as it serves as the foundation for the environmental analysis Upon receipt of the City's consolidated comments Consultant will make necessary changes to the Project Description and submit for the City's final review and approval Consultant assumes that two iterations of the Project Description will be required 3 Draft Initial Study/Mitigated Negative Declaration (Draft IS/MND) An IS/MND will be prepared in compliance with local requirements, CEQA requirements (Public Resources Code 2100 et seq), and the State CEQA Guidelines (California Code of Regulations, Section 1500 et seq) The format of the IS/MND and thresholds of significance will be discussed and confirmed with the City prior to start of the Draft IS/MND As described in Task 5 2 1 above Consultant will prepare a draft Project Description for City review at the outset of IS/MND preparation The scope of the environmental impact analyses in the Draft IS/MND will be determined by the Initial Study and may be modified to include additional topics based on comments received during the NOP comment period The Draft 1S/MND will include all of the components required by CEQA, including a table of contents, introduction, executive summary, project description, introduction to analysis, environmental analysis for each environmental issue area evaluated, alternatives, long term implications, a list of preparers, references and technical appendices Additionally if mitigation measures are identified a Mitigation Monitoring and Reporting Program (MMRP) will be prepared Consultant will prepare an Administrative Draft IS/MND for a 30-day internal City staff review period After receipt of comments from the City, and based on the level of effort established in the budget, the Draft IS/MND will be revised to respond to City comments 4 Environmental Noticing, Outreach and Filing 01203 0005/6983212 me‘‘ A-11 Consultant will prepare a Notice of Completion (NOC) to adopt the 1S/MND, and submit it along with the IS/MND online to the State Clearinghouse via CEQANet (as per Covid-19 protocols) for the required public review period The NOC will indicate which reviewing agencies should receive a copy of the document Consultant will also post the Notice of Intent (NOI) with the County Clerk of Los Angeles (via FedEx as per Covid-19 protocols) As deemed necessary by the City Consultant will arrange for publication of the NOI in one newspaper of general circulation Finally, Consultant will be responsible for distribution of the IS/MND to no more than 30 agencies interested organizations and selected public libraries if the Housing Element Update is approved and the 1S/MND is adopted Consultant will prepare a Notice of Determination (NOD) consistent with Appendix D of the State CEQA Guidelines in a format typically used by the City Within 5 days of certification of the IS/MND by the City Council, Consultant will file the NOD with the County Clerk of Los Angeles It is assumed that the City will provide both the County and CDFW filing fees Filing of the NOD starts a 30-day statute of limitations for CEQA challenges on the Housing Element Update 5 Final IS/MND Upon completion of the public review period mandated by CEQA, Consultant will review the comments on the Draft IS/MND and will prepare responses as necessary This task is not required for IS/MNDs, but could be useful if many public comments are received on the Draft IS/MND Public reaction to the Draft IS/MND cannot be predicted with accuracy and could range from a small number of largely positive comments to a substantial number of strongly negative and technically sophisticated comments For the purposes of this proposal it is assumed that comments on the IS/MND will be light The responses to comments will be incorporated into the Final iS/MND document Consultant will prepare a Final IS/MND that makes changes to the IS/MND based on public comment (via an errata) and includes responses to those comments It is assumed that Consultant will not respond to any more than 50 individual comments Consultant will also prepare a MMRP to document the timing and responsibilities of any mitigation measures identified in the IS/MND The text of the Draft IS/MND will not be revised At least 10 days prior to certification hearings on the IS/MND Consultant will distribute electronic copies of Final IS/MND to agencies that commented on the Draft IS/MND and any other entities that requested copies of the Final iS/MND Consultant will attend Planning Commission and City Council hearings considering approval and certification of the Housing Element Update and IS/MND Attendance at these meetings are assumed to be online via a virtual platform unless public health mandates allow otherwise 01203 000)/698324 2 mei% A-12 G Public Hearings To ensure robust opportunities for the community and policy makers to provide public input to the Housing Element update process, the Consultant will work with City staff to facilitate the Planning Commission and City Council hearings, including presenting information from the Needs Assessment and Policy documents, responding to questions, and receiving comments In addition, Consultant and City staff will solicit Planning Commission direction for any desired changes to the Housing Element policies or programs prior to submitting the revised Draft Housing Element Amendments to HCD for its statutory review Upon completion of the meetings, Consultant will compile all comments and will revise the draft documents in accordance with the direction provided by the Planning Commission for submittal to HCD After receipt of HCD comments on the Draft Housing Element Update, Consultant will coordinate with City staff to identify necessary revisions to the Draft Housing Element Update and bring the revised Draft Housing Element documents back to the Planning Commission in order to address any residual questions or concerns and to secure their recommendation that the City Council adopt the Housing Element Update Consultant will then coordinate with City staff to present the revised Housing Element Update documents to the City Council for adoption The presentation will include a brief overview of key needs assessment findings, a summary of the public input received to date, and a summary of key policy and program changes reflected in the Housing Element Housing Element Update Consultant and City staff will solicit input from the public and from the City Council To the extent that the Council directs staff to make modifications to the Housing Element documents as part of the adoption proceedings, Consultant will incorporate the changes into the document in preparation for submitting the adopted Housing Element Update to HCD for its certification review Consultant will plan to attend up to 4 public hearings held by the Planning Commission or City Council, or both To reduce redundant efforts most of the materials produced for the City Council and Planning Department would be produced in conjunction with the public workshops If requested, Consultant can create a fact sheet for the City Council and Planning Commissioners H Final Housing Element Update Following the public review and comment period, Consultant will prepare the Final Draft Housing Element Update in response to comments from State HCD, responsible agencies City staff, the Planning Commission, City Council, and the public I State Certification and City Adoption Upon adoption by City Council, Consultant will prepare a final adopted version of the Housing Element Update with the date of adoption prominently displayed on the front cover and throughout the document to distinguish it from other prior draft versions of the Housing Element as the official final document Consultant will prepare and submit the adopted Housing Element Update to HCD for final review and certification and for 01203 00W698324 2 mei% A-1 3 inclusion in the General Plan Consultant will work closely with HCD and the City to ensure that the City meets State requirements and will recommend modification to the adopted Housing Element Update, if required, in order to obtain certification II As part of the Services Consultant will prepare and deliver the following tangible work products to the City A Summary memo evaluating the existing Housing Element progress and implementation B Housing assessment and needs analysis documentation including Housing Sites Inventory list and figures C Housing Element Update Report D Public engagement program including meetings web and social media based information, event materials, stakeholder interviews and visioning summary report E Administrative draft Housing Element Update F Public Draft Housing Element Update G General Plan Review memo H Administrative Draft Initial Study/ Mitigated Negative Declaration and related documentation 1 Final Initial Study/ Mitigated Negative Declaration and related documentation J Final Housing Element Update and certification review by the State Department of Housing and Community Development III In addition to the requirements of Section 6 2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports A Twice a week updates on all work completed to-date, all work in progress and all potential concerns or delays for future work IV All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City V Consultant will utilize the following personnel to accomplish the Services A Luci Hise-Fischer, ESA Project Director 01203 000bI698324 2 mgr% A-14 B Ryan Todaro, ESA Project Manager C Dan Dameron, ESA Principal/Strategic Advisor D BAE Ubran Economics, Inc , Urban Economic and Real Estate Subconsultant E MBI Media, Strategic Communication and Media Subconsultant 01203 000)/698324 2 mgN1 A-15 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Section 1 1, "Scope of Services," is hereby amended as follows (deletions are marked m strikethrough, additions are marked in bold,italics) "In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the Scope of Services" attached hereto as Exhibit ` A ' and incorporated herein by this reference, which may be referred to herein as the "services' or "work" hereunder As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner and is experienced in performing the work and services contemplated herein Consultant shall at all times faithfully competently and to the best of its ability, experience and talent, perform all services described herein Consultant covenants that it shall follow the highest ordinary and reasonable professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended For purposes of this Agreement, the phrase ` highest professional standards" shall mean those standards of practice recognized by one or more first el-ass similar firms performing similar work under similar circumstances " II Section 7 8, "Termination Prior to Expiration of Term," is hereby amended as follows (deletions are marked in strikethrough, additions are marked in bold, italics) ' This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time with or without cause upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant the period of notice may be such shorter time as may be determined by the Contract Officer In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days written notice to City, except that where termination is due to the fault of the City the period of notice may be such shorter time as the Consultant may determine In addition, where termination is due to the fault of the City, Contractor may elect to suspend services in lieu of termination until the default of the City is cured Upon receipt of any notice of termination Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer 01203 000b/698324 2 m2%% B-I except as provided in Section 7 3 In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 72 " 01203 000p/698324 2 111e%% B-2 EXHIBIT "C" SCHEDULE OF COMPENSATION I Consultant shall perform the following tasks at the following rates TASK CONSULTANT SUBCONSULTANT SUBCONSULTANT COSTS BAE COSTS MBI COSTS A Project Administration 1 Project Kick-Off Meeting $1,440 $1,610 2 Project Schedule $960 $1,140 Development 3 Project Coordination $17,040 B Housing Element Amendment Assessment and Analysis 1 Evaluation of 2013-2021 $6 310 Housing Element 2 Housing Assessment and $28 460 Needs Analysis 3 Adequate Sites Analysis $8,360 4 Housing Production $8,360 Constraints Analysis 5 Housing Goals, Policies $6 340 and Quantified Objectives C Public Engagement $3,480 1 Public Outreach Program $3,610 $27 083 64 Development and Two Community meetings 2 Stakeholder Interview $3,610 $17 694 38 D Planning Commission $3,480 $6,245 $4 916 84 01203 000.)/6983242 mei% C-1 and City Council Workshops E Draft 2021-2029 Housing Element Update 1 Administrative Draft $4,880 Housing Element Update 2 Public Draft Housing $3,060 Element Update 3 Public Noticing $390 F General Plan $6 276 22 Consistency and Environmental Review 1 General Plan Amendment $3,260 2 Environmental $4,780 Determination 3 Draft Initial $17,860 Study/Mitigated Negative Declaration 4 Environmental Noticing, $3,880 Outreach, and Filing 5 Final IS/MND $10,920 G Public Hearings $6,960 $4,100 $3 163 40 H Final Housing Element $4,780 Update I State Certification and $2,050 City Adoption J. Printing, travel, $1,250 $1,500 $9,000 postage, etc K. Meeting Platform $500 Hosting (Zoom, GoToWeb, Teams, etc ) 01203 000D/698324 2 mg% C-2 Total $75,310 $94,805 $68,634 48 TOTAL $238,749 48 II A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services Not Applicable III Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 21, unless Additional Services are approved per Section 1 9 IV The City will compensate Consultant for the Services performed upon submission of a valid invoice Each invoice is to include A Line items for all personnel describing the work performed the number of hours worked and the hourly rate B Line items for all materials and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed with supporting documentation D Line items for all approved subcontractor labor supplies equipment, materials, and travel properly charged to the Services V The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2 1 of this Agreement VI The Consultant's billing rates for all personnel are attached as Exhibit C-1 01203 000)/6983242 men C-3 EXHIBIT "C-1" PERSONNEL RATES Position Hourly Rate ESA Principal/Strategic Advisor $300 ESA Project Manager/Project Director $240 ESA Managing Associate II $190 ESA Senior Associate II $160 ESA Senior Associate I $150 ESA Associate II $125 ESA Project Technician $100 BAE Managing Principal $310 BAE Vice President $260 BAE Senior Associate $195 BAE Senior Analyst $110 BAE Analyst $100 MBI Senior Project Manager $126.20 MBI Project Manager $116 86 MBI Graphic Designer $95 00 MBI Deputy Project Manager/Copywriter $80 31 MBI Account Coordinator II $65 66 MBI Account Coordinator I $62 28 01203 000b/6983242 me\% C-4 EXHIBIT "I)" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule. February March April May June July August September October November December January February Weeks 1 2 3 4 5- 6 1 8 9-10 11 12 13 14-15 16 17 18 19 20 21-22-23-24 25 26 2/ 28 29 30 31 32 33 34 35 36 3/ 38 39 40 41 42 43 44 45'46 47 48 49 50 51 52 1. Project Administration ` 'f 1 Project Kick-Off Meeting 1 week -• . 0 12 Project Schedule DeveJopmen? 2 weeks - r i 3 Project Coordination tOmoing ' - - - • r - • - - . . - - • _ • • 2. Housing Element Amendment Assessment and Analysis tt 2 f Review 2014-202f Housing Element .,weeks 2?Housing Assessment&Needs Analysis '11 weeks '?3 Adequate Sites Analysis and Constraints 12 weeks ._ '2 5 Housing Coals.Policies,and Quantified Objectives 2 weeks • , - , , . , 3. Public Engagement(Assume MND) a 3 1 Public Engagement Program Development(public meeting=PM) 'Ongoing 4r,+' eF't,1 3 7 Stakeholder interviews 'E weeks ` 4.Planning Commission and Council Workshops(4 meetings) 4 meetings o C P C (P=Ptanniny C=Council) 5. Facilitate Review and Approval of Housing Element 5 1 Administrative Draft Housing Element Update Draft submitted and revisions made '4 weeks 5?Public Draft Housing Element Update Prepare Public Review Draft 4 weeks - - ' ' ' ' ' .4 • ' , Request Informal HCD Review '4 weeks ' Public Review Period 'r weeks ' '6.Environmental Analysis(Assume MND) • _ - • _ - • _ - - - - , 6 1 General Plan Arr'eni7menl 4 weeks t . 6 7 Environmental Determination '4 weeps 'b 3 Draft Initial Study/Mitigated Negative Declaration(ISJMND) '4 weeks • 30-Day Public 6 3 Environmental Noticing Outreach and Filing Ongoing Review 6 41•:Final Drat?of Environmental Analysis 4 weeks • 7. Public Hearings(4 meetings) 4 meetings P C P C 8. Final Housing Element Update Prepare Revised Housing ETement '4 weeks Submit to HCD Tor Formal Review 9 weeks * ' Revise in Response to HCD Comments .3 weeks ' ' . . - . Prepare Final Housing Element and Env Documentation I weeks 4 4 9. State Certification and City Adoption 2 weeks . PliiiiiC Mit/CITY) As Needed 01203.0005/698324.2 mgw D—I II Consultant shall deliver the following tangible work products to the City by the following dates A Summary memo evaluating the existing Housing Element progress and implementation —March 30, 2021 B Housing assessment and needs analysis documentation including Housing Sites Inventory list and figures — March 30, 2021 C Housing Element Update Report— May 31, 2021 D Public engagement program including meetings, web and social media based information, event materials, stakeholder interviews and visioning summary report—April 30, 2021 E Administrative draft Housing Element Update—July 15, 2021 F Public Draft Housing Element Update—August 15, 2021 G General Plan Review memo —July 30, 2021 H Administrative Draft Initial Study/ Mitigated Negative Declaration and related documentation—August 31, 2021 I Final Initial Study/ Mitigated Negative Declaration and related documentation—October 31, 2021 J Final Housing Element Update and certification review by the State Department of Housing and Community Development — February 28, 2022 III The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 01203 0005/698324 2 nip% D-2