Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
CC SR 20220719 G - ESA_PSA Amendment No. 1
CITY COUNCIL MEETING DATE: 07/19/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to approve Amendment No. 1 to the Professional Services Agreement with Environmental Sciences Associates to complete the City’s 2021-2029 Housing Element Update. RECOMMENDED COUNCIL ACTION: (1) Approve Amendment No. 1 to the Professional Services Agreement with Environmental Sciences Associate (ESA) to increase the agreement amount by $29,340 for a new contract sum of $268,089.48, increase the term to August 31, 2023, and augment the scope of work to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan based on the breadth and scope of comments received by California Department of Housing and Community Development; and, (2) Authorize the Mayor and City Clerk to execute Amendment No. 1 to the Professional Services Agreement with ESA in a form approved by the City Attorney. FISCAL IMPACT: Increasing the agreement amount by $29,340 will cover costs associated with an extended term and augmented scope of work to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan. No additional appropriation is requested, as the Community Development Department previously budgeted for professional services to complete the Housing Element Update in the Fiscal Year 2022-23 City budget. Amount Budgeted: $250,000 Additional Appropriation: None Account Number(s): 101-400-4120-5101 (General Fund – Planning Division/Professional Services) ORIGINATED BY: Octavio Silva, Deputy Director/Planning Manager REVIEWED BY: Ken Rukavina, Deputy Director of Community Development APPROVED BY: Ara Mihranian, AICP, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Amendment No. 1 to the Professional Services Agreement with ESA (page A-1) 1 CITYOF RANCHO PALOS VERDES {VL B. Existing Professional Services Agreement with ESA (page B-1) C. Professional Services Agreement extension approval letter (page C-1) D. ESA contract amendment request (page D-1) BACKGROUND AND DISCUSSION: On March 2, 2021, the City Council approved a one-year professional services agreement with Environmental Sciences Associates (ESA) to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan, with an option to renew one additional year at a contract sum of $238,749.48 (Attachment B). ESA continued services beyond the agreement end date of March 2, 2022 via a provision in the Council-approved professional services agreement that allows for extensions to the Schedule of Performance upon a request by the consultant and written approval by the Contract Officer for a period of 180 days. More specifically, Article 3.2 states: "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." On April 27, 2022, written approval (Attachment C) to an ESA extension request wa s issued authorizing continuation of services through August 27, 2022. Since the execution of the agreement with ESA, great strides have been made to complete the Housing Element Update, including: • Public outreach and hearing efforts o Community survey o Social media campaign o In-person and virtual open houses o Joint City Council/Planning Commission meeting o City Council hearing o Subcommittee meeting • Environmental review o Initial Study/Mitigated Negative Declaration • Draft Housing Element preparation and submittal to the California Department of Housing and Community Development (HCD) • City tour with HCD staff and Subcommittee members Next steps in the development of the final Housing Element document include: • Prepare responses to HCD comments • Complete environmental documentation 2 • Conduct a town hall informational meeting (August) and public hearings before the City’s Planning Commission and City Council before October 15, 2022 Given that the update process has been more involved than ESA originally scoped due to both HCD requirements, HCD input and public input, ESA submitted a contract amendment request (Attachment D) to increase the Agreement amount by $29,340, extend the term by one additional year, and perform additional scope of work to complete preparation of the Housing Element document. The fee increase includes a $10,000 contingency in the event that ESA is required to address additional rounds of HCD comments prior to the certification of the Housing Element. The contingency amount would only be utilized upon authorization by City Staff. The augmented scope of work is outlined in ESA’s contact amendment request, but generally includes additional a nalysis to respond to extensive HCD comments, participation in additional meetings and increased project coordination. Staff believes ESA’s request is appropriate given the unprecedented HCD level of scrutiny that is occurring as part of the 6th Housing Element update process for all jurisdictions. Staff is confident that with the increase in the agreement amount and term, ESA will successfully complete the required updates to the document and help ensure a compliant Housing Element can be adopted by the City Council. CONCLUSION: Given the need for these services, Staff recommends the City Council approve Amendment No. 1 to the Professional Services Agreement with ESA. ALTERNATIVES: In addition to the Staff recommendation, the following alternative action s are available for the City Council’s consideration: 1. Do not approve Amendment No. 1 to the Professional Services Agreement with ESA, and provide additional direction to Staff. 2. Take other action, as deemed appropriate. 3 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (Amendment No. 1) 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.City and Consultant now desire to amend 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. 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 $238,749.48 (Two Hundred Thirty Eight Thousand Seven Hundred Forty Nine Dollars and Forty Eight Cents) $268,089.48 (Two Hundred Sixty Eight Thousand and Eighty Nine Dollars and Forty Eight Cents) the “Contract Sum”, unless 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 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 $17,040 $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 A-2 TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS 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 G. Public Hearings $6,960 $4,100 $3,163.40 H. Final Housing Element Update $4,780 $20,280 A-3 TASK CONSULTANT COSTS SUBCONSULTANT BAE COSTS SUBCONSULTANT MBI COSTS 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** $10,000 Total $75,310 $89,150 $94,805 $110,305 $68,634.48 TOTAL $238,749.48 $268,089.48 ** 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. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in 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 reaffirm 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 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. 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 municipal corporation ____________________________________ David L. Bradley, 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 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 STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 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. A-7 □ □ □ □ □ □ □ □ □ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2022 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. A-8 □ □ □ □ □ □ □ □ □ B-1 CONTRACT SERVICES AGREEMENT By and Behveen CITY OF RANCHO PALOS VERDES and ENVIRONMENT AL SCIENCES ASSOCIATES 01203 000)/698324 2 mg,, B-2 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ENVIRONMENT AL SCIENCES ASSOCIATES THIS AGREEMENT FOR CONTRACT SERVICES (herem 'Agreement') 1s made and entered mto on March 2, 2021, by and between the CITY OF RANCHO PALOS VERDES, a Califorma mumc1pal corporation ( City ') and ENVIRONMENT AL SCIENCES ASSOCIATES, a California corporation ( 'Consultant ') City and Consultant may be referred to md1v1dually or collectively, as Party" or 'Parties" RECITALS A City has sought, by issuance of a Request for Proposals or lnv1tatlon for Bids, the performance of the services defined and descnbed particularly m Article 1 of this Agreement B Consultant, followmg subm1ss10n of a proposal or bid for the performance of the services defined and descnbed particularly m Article 1 of this Agreement was selected by the City to perform those services C Pursuant to the City of Rancho Palos Verdes Mumc1pal Code, City has authonty to enter mto and execute this Agreement D The Parties desire to formalize the selection of Consultant for performance of those services defined and descnbed particularly m Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and descnbed herem OPERATIVE PROVISIONS NOW THEREFORE m cons1derat1on of the mutual promises and covenants made by the Parties and contamed herem and other cons1derat1on 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 cond1t1ons of this Agreement, the Consultant shall provide those services specified m the 'Scope of Services" attached hereto as Exh1b1t 'A" and mcorporated herem by this reference which may be referred to herem as the 'services" or 'work' hereunder As a matenal inducement to the City entermg mto this Agreement, Consultant represents and warrants that 1t has the qualifications expenence, and fac1lit1es necessary to properly perform the services required under this Agreement m a thorough, competent, and profess10nal manner, and 1s expenenced m performmg the work and services contemplated herem Consultant shall at all times faithfully, competently and to the best of its ability, expenence and talent, perform all services descnbed herem Consultant covenants that 1t shall follow the highest professional standards m performmg the work and services reqmred hereunder and that all matenals will be both of good quality as well as fit for the purpose mtended For 01203 0005/698324 2 mg" B-3 purposes of this Agreement, the phrase ' highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing s1m1lar work under s1m1lar 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 Comphance with Law Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulat10ns of the City and any Federal State or local governmental entity having jurisd1ct1on in effect at the time service 1s rendered 1 4 Cahforma Labor Law If the Scope of Services includes any 'public work" or "maintenance work" as those terms are defined in California Labor Code section 1 720 el 'ieq and California Code of Regulations, Title 8 Section 16000 el seq , and 1f the total compensation 1s $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code sect10n 1 770 el :,;eq and 1810 el seq , 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 1s a "public work" as defined in Labor Code Section 1720 and that this Agreement 1s therefore subject to the requirements of D1v1s1on 2 Part 7, Chapter 1 ( commencing with Sect10n 1720) of the Caltforma Labor Code relating to public works contracts and the rules and regulat10ns established by the Department of Industrial Relations (' DIR") implementing such statutes The work performed under this Agreement 1s subject to compliance momtoring and enforcement by the DIR Consultant shall post jOb site notices, as prescribed by regulation (b) Prevailing Wages Consultant shall pay prevatling wages to the extent required by Labor Code Section 1771 Pursuant to Labor Code Section 1 773 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 1mt1ating 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 stte where work 1s performed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with and be bound by the prov1s1ons 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 o 1203 000,1698324 2 mg,, 2 B-4 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 prevail mg rates as determmed by the DIR for the work or craft m which the worker 1s 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 prov1s1ons of Labor Code Section 1776 which reqmres Consultant and each subconsultant to keep accurate payroll records and venfy such records m wntmg under penalty of perJury, as specified m Section 1776, certify and make such payroll records available for mspect1on as provided by Section 1776, and mform the City of the location of the records ( e) Apprentices Consultant shall comply with and be bound by the prov1s1ons of Labor Code Sections 1777 5, 1777 6 and 1777 7 and California Code of Regulations Title 8, Section 200 et 5eq concernmg the employment of apprentices on public works proJects Consultant shall be responsible for compliance with these aforementioned Sections for all apprent1ceable occupations Pnor to commencmg work under this Agreement Consultant shall provide City with a copy of the mformat1on submitted to any applicable apprent1cesh1p program W1thm sixty (60) days after concludmg work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a venfied statement of the Journeyman and apprentice hours performed under this Agreement (f) 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 prov1s1ons of Labor Code Section 1813 concernmg 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 m the performance of this Agreement by the Consultant or by any subcontractor for each calendar day durmg which such worker 1s required or permitted to work more than eight (8) hours m any one calendar day and forty ( 40) hours m any one calendar week m violation of the prov1s1ons of D1v1s1on 2, Part 7, Chapter 1 Article 3 of the Labor Code Pursuant to Labor Code section 1815, work performed by employees of Consultant m excess of eight (8) hours per day and forty ( 40) hours durmg any one week shall be permitted upon public work upon compensation for all hours worked m excess of 8 hours per day at not less than one and one-half ( 1 ½) 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 1f 1t has employees In accordance with the prov1s1ons of California Labor Code Section 1861, Consultant certifies as follows I am aware of the provisions of Section 3 700 of the Labor Code which require every employer to be msured agamst liability for workers' compensation or to undertake self-msurance m accordance with the prov1s1ons of that code, and I will comply with such prov1s1ons before commencmg the performance of the work of this contract " 01203 000,/69832-t 2 mg" 3 B-5 Consultant s Authonzed lmtials ~ (1) Consultant's Respons1b1lity for Subcontractors For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with D1v1s1on 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 prov1s1ons and ensure subcontractor's compliance, including without lim1tat1on conducting a review of the certified payroll records of the subcontractor on a penod1c 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 anse from or are necessary for the Consultant's performance ot 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 Fam1hanty with Work By executing this Agreement, Consultant warrants that Consultant (1) has thoroughly investigated and considered the scope of services to be performed (11) has carefully considered how the services should be performed and (111) fully understands the fac1littes, d1fficult1es and restnct1ons 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 1s or will be fully acquainted with the cond1t1ons there existing, pnor to commencement of services hereunder Should the Consultant discover any latent or unknown cond1t1ons which will matenally affect the performance of the services hereunder, Consultant shall 1mmed1ately inform the City of such fact and shall not proceed except at Consultant's nsk until wntten 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 protect10n to the work and the equipment, matenals 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 000)/69832-t 2 mg" 4 B-6 1 8 Further Respons1b1hhes of Parties Both parties agree to use reasonable care and diligence to perform their respective obhgat1ons 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 Add1t1onal Services City shall have the nght at any time during the performance of the services, without invahdating 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 wntten order 1s first given by the Contract Officer to the Consultant incorporating therein any adjustment in (1) the Contract Sum for the actual costs of the extra work, and/or (11) 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 1s 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 1s expressly understood by Consultant that the prov1s10ns of this Section shall not apply to services specifically set forth in the Scope of Services Consultant hereby acknowledges that 1t accepts the nsk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant ant1c1pates and that Consultant shall not be entitled to add1t10nal compensation therefor City may in its sole and absolute d1scret1on 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 Specaal Regmrements Add1t10nal terms and cond1t1ons of this Agreement 1f any which are made a part hereof are set forth in the 'Special Reqmrements' attached hereto as Exh1b1t B" and incorporated herein by this reference In the event of a conflict between the prov1s1ons of Exh1b1t B" and any other prov1s1ons of this Agreement, the prov1s1ons of Exh1b1t 'B ' shall govern ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT 2 1 Contract Sum Subject to any hm1tat1ons set forth m this Agreement, City agrees to pay Consultant the amounts specified in the ' Schedule of Compensation' attached hereto as Exh1b1t C" and incorporated herein by this reference The total compensat10n, including reimbursement for actual expenses shall not exceed $238,749 48 (Two Hundred Tharty Eight Thousand Seven Hundred Forty Nme Dollars and Forty Eight Cents) (the "Contract Sum"), unless add1t1onal compensation 1s approved pursuant to Section 1 9 01203 000,/698324 2 mg" 5 B-7 2 2 Method of Compensation The method of compensation may include (1) a lump sum payment upon complet10n, (11) payment in accordance with specified tasks or the percentage of complet10n of the services, less contract retention, (m) 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 1s maintained, and (c) the Contract Sum 1s not exceeded, or ( 1v) such other methods as may be specified in the Schedule of Compensation 23 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 1f 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 1s a critical component of the services If Consultant 1s reqmred to attend add1t1onal meetings to facilitate such coordination, Consultant shall not be entitled to any add1t1onal compensation for attending said meetings 2 4 Invoices Each month Consultant shall furmsh 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 1s certifying compliance with all prov1s1ons of the Agreement The invoice shall contain all information specified in Exh1b1t "C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category) travel materials, eqmpment 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 prov1s1ons 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 Consultants 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 resubm1ss1on 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 000,/69832-t 2 mg" 6 B-8 ARTICLE 3 PERFORMANCE SCHEDULE 3.1 Time of Essence Time ts 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 wntten notice to proceed and shall perform all services within the time penod(s) establtshed in the Schedule of Performance' attached hereto as Exh1b1t D" and incorporated herein by this reference When requested by the Consultant, extensions to the time penod(s) specified in the Schedule of Performance may be approved in wnting by the Contract Officer but not exceeding one hundred eighty ( 180) days cumulat,vely 33 Force Ma1eure. The time penod(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 negltgence of the Consultant including, but not restncted to acts of God or of the publtc enemy, unusually severe weather fires earthquakes floods ep1dem1cs, quarantine restnct1ons, nots stnkes freight embargoes wars, ltt1gat1on, and/or acts of any governmental agency, including the City tf the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in wnting 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 penod of the enforced delay when and tf in the Judgment of the Contract Officer such delay ts 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 Sect10n 3 4 Term Unless earlter terminated in accordance with Article 7 of thts Agreement, thts 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 (Exh1b1t '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 authonzed to act in ,ts behalf with respect to the work specified herein and make all dec1s10ns in connection therewith 01203 000,169832-t 2 mg" 7 B-9 Ryan Todaro (Name) (Name) Pro1ect Manager (Title) (Title) It 1s expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial mducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all act1v1t1es of Consultant and devotmg sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive d1rect1on and control of the Principals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their respons1b1ht1es be substantially reduced by Consultant without the express written approval of City Add1t1onally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stab1hty and continmty of Consultant's staff and subcontractors 1f any assigned to perform the services reqmred under this Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors, 1f any assigned to perform the services reqmred 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 obhgat1on, debt or hab1hty of any kmd on behalf of or against City, whether by contract or otherwise, unless such authority 1s expressly conferred under this Agreement or 1s otherwise expressly conferred in writmg 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 Commumty Development, or such person as may be designated by the City Manager It shall be the Consultant s respons1b1hty to assure that the Contract Officer 1s kept mformed of the progress of the performance of the services and the Consultant shall refer any dec1s1ons 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, 1f specified in writmg by the City Manager, to sign all documents on behalf of the City reqmred hereunder to carry out the terms of this Agreement 01203 000,/69832-t 2 mg" 8 B-10 44 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 reqmred herein, except as otherwise set forth herein City shall have no voice in the selection discharge, superv1s10n 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 reqmred herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obhgat1ons as are consistent with that role Consultant shall not at any time or 111 any manner represent that It or any of Its agents or employees are agents or employees of Ctty City shall not 111 any way or for any purpose become or be deemed to be a partner of Consultant 111 its bus111ess or otherwise or a Joint venturer or a member of any J0111t enterpnse with Consultant 45 Proh1b1t10n Agamst Subcontractmg or Assignment The expenence, knowledge capability and reputation of Consultant, Its pnnc1pals and employees were a substantial 111ducement for the City to enter into this Agreement Therefore, Consultant shall not contract with any other entity to perform in whole or 111 part the services reqmred hereunder without the express wntten approval of the City In add1t1on neither this Agreement nor any interest here111 may be transferred, assigned, conveyed, hypothecated or encumbered voluntanly or by operation of law, whether for the benefit of creditors or otherwise, without the pnor wntten approval of City Transfers restncted hereunder shall 111clude the transfer to any person or group of persons act111g 111 concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers 111to account on a cumulative basis In the event of any such unapproved transfer, includ111g any bankruptcy proceed111g this Agreement shall be v01d No approved transfer shall release the Consultant or any surety of Consultant of any hab1hty hereunder without the express consent of City ARTICLE 5 INSURANCE AND INDEMNIFICATION 5 1 Insurance Coverages Without hm1t111g Consultant s indemnification of City, and pnor to commencement of any services under this Agreement, Consultant shall obta111 provide and mainta111 at its own expense dur111g the term of this Agreement policies of 111surance of the type and amounts descnbed below and in a form satisfactory to City (a) General hab1hty 111surance Consultant shall mainta111 commercial general hab1hty 111surance 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 111Jury, and property damage The policy must 111clude contractual hab1hty that has not been amended Any endorsement restnctmg standard ISO msured contract" language will not be accepted (b) Automobile hab1hty msurance Consultant shall mamtam automobile msurance at least as broad as Insurance Services Office form CA 00 01 covenng bodily mJury 01203 000)/69832-t 2 mg,, 9 B-11 and property damage for all act1v1t1es of the Consultant arismg out of or m connection with Services to be performed under this Agreement, mcludmg coverage for any owned, hired, non- owned or rented vehicles, m an amount not less than $1,000,000 combined smgle hm1t for each accident (c) Profess10nal hab1hty (errors & om1ss10ns) msurance Consultant shall mamtam professional hab1hty msurance that covers the Services to be performed in connection with this Agreement, m the mm1mum amount of $1,000,000 per claim and m the aggregate Any policy mcept1on date, contmmty date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to mamtam contmuous coverage through a period no less than three (3) years after completion of the services reqmred by this Agreement (d) Workers compensation msurance Consultant shall maintam Workers' Compensation Insurance (Statutory L1m1ts) and Employer s Liab1hty Insurance (with hm1ts of at least $1,000,000) (e) Subcontractors Consultant shall mclude all subcontractors as msureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall mclude all of the reqmrements stated herem (f) Additional Insurance Policies of such other msurance, as may be reqmred m the Special Requirements m Exh1b1t 'B 5 2 General Insurance Regmrements (a) Proof of msurance Consultant shall provide certificates of msurance to City as evidence of the insurance coverage required herem, 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 cert1ficat1on of msurance shall be kept on file with City at all times durmg the term of this Agreement City reserves the right to require complete, certified copies of all required msurance policies, at any time (b) Duration of coverage Consultant shall procure and mamtam for the duration of this Agreement msurance agamst claims for inJuries to persons or damages to property, which may arise from or m connect10n with the performance of the Services hereunder by Consultant its agents, representatives, employees or subconsultants (c) Primary/noncontributmg Coverage provided by Consultant shall be primary and any msurance or self-msurance procured or mamtamed by City shall not be required to contribute with 1t The hm1ts of msurance reqmred herem may be satisfied by a combmat10n of primary and umbrella or excess msurance Any umbrella or excess insurance shall contam or be endorsed to contam a prov1s1on 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 msured 01203 000,/69832-t 2 mg" B-12 (d) City's nghts of enforcement In the event any policy of insurance requ1red under this Agreement does not comply with these spec1ficat1ons or 1s canceled and not replaced, City has the nght but not the duty to obtain the insurance 1t deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premmm 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 authonzed by the Insurance Comm1ss10ner to transact business of insurance or that 1s 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 ed1t1on of Best's Key Rating Gmde 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 subrogat10n 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 spec1ficat1ons to waive their nght of recovery pnor to a loss Consultant hereby waives its own nght of recovery against City, and shall reqmre s1m1lar wntten express waivers and insurance clauses from each of its subconsultants (g) Enforcement of contract prov1s1ons (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to mform Consultant of non-compliance with any reqmrement imposes no add1t1onal obhgat1ons on the City nor does It waive any nghts hereunder (h) Regmrements not lim1tmg Requirements of specific coverage features or limits contained in this section are not intended as a hm1tat1on on coverage, hm1ts or other reqmrements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature 1s for purposes of clanfication only as 1t pertains to a given issue and 1s 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 hm1ts than the minimums shown above, the City reqmres and shall be entitled to coverage for the higher limits mamtained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (1) 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 ( I 0) day notice 1s required) or nonrenewal of coverage for each reqmred coverage (J) Add1t1onal 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 add1t1onal insureds under such policies This prov1s1on shall also apply to any excess/umbrella liability policies 01203 000)/69832-t 2 mg,, I I B-13 (k) Proh1b1t10n of undisclosed coverage lim1tat1ons None of the coverages reqmred herem will be m compliance with these reqmrements 1f they mclude any lim1tmg endorsement of any kmd that has not been first submitted to City and approved of m wntmg (I) Separatton of msureds A severab1lity of mterests prov1s1on must apply for all add1t10nal msureds ensunng that Consultant's msurance shall apply separately to each msured agamst whom claim 1s made or smt 1s brought except with respect to the msurer s limits of liability The policy(1es) shall not contam any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party mvolved with the proJect who 1s brought onto or mvolved m the proJect by Consultant provide the same m1mmum msurance coverage and endorsements reqmred of Consultant Consultant agrees to mom tor and review all such coverage and assumes all respons1b1lity for ensunng that such coverage 1s provided m conformity with the requirements of this section Consultant agrees that upon request all agreements with consultants, subcontractors, and others engaged m the proJect will be submitted to City for review (n) Agency's nght to revise specifications The City reserves the nght at any time dunng the term of the contract to change the amounts and types of msurance required by g1vmg the Consultant nmety (90) days advance wntten notice of such change If such change results m substantial add1t1onal cost to the Consultant, the City and Consultant may renegotiate Consultant s compensation (o) Self-msured retent10ns Any self-msured retenttons must be declared to and approved by City City reserves the nght to reqmre that self-msured retentions be elimmated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these spec1ficat1ons unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or smts mst1tuted that anse out of or result from Consultant s performance under this Agreement, and that mvolve or may mvolve coverage under any of the required liability policies (q) Add1t1onal msurance Consultant shall also procure and mamtam at its own cost and expense, any add1t1onal kmds of insurance which m its own Judgment may be necessary for its proper protection and prosecution of the work 5 3 lndemmficahon To the full extent permitted by law, Consultant agrees to mdemmfy, defend and hold harmless the City, its officers, employees and agents ( 'Indemnified Parties") agamst, and will hold and save them and each of them harmless from, any and all actions, either Jud1c1al, adm1mstrat1ve, arb1trat1on or regulatory claims, damages to persons or property, losses, costs penalties obligations, errors, om1ss10ns or liab1lit1es whether actual or threatened (herem 'claims or liab1ht1es") that may be asserted or claimed by any person, firm or entity ansmg out of or m connection with the negligent performance of the work, operations or act1v1t1es provided herein of Consultant, its officers, employees, agents, subcontractors, or mv1tees, or any md1v1dual or 01203 000,/69832-l 2 mg\\ 12 B-14 entity for which Consultant 1s legally liable ( indemmtors ), or ansing from Consultant's or indemmtors reckless or willful misconduct, or ansing from Consultant's or indemmtors' negligent performance of or failure to perform any term, prov1s1on, covenant or cond1t1on of this Agreement and in connection therewith (a) Consultant will defend any action or actions filed in connection with any of said claims or liab1lit1es 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 liab1lit1es ansing out of or in connection with the negligent performance of or failure to perform such work operations or act1v1t1es 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 1s made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims ansing out of or in connection with the negligent performance of or failure to perform the work, operation or act1v1t1es 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 hm1ted to, legal costs and attorneys' fees Consultant shall incorporate similar indemmty agreements with its subcontractors and 1f 1t fails to do so Consultant shall be fully responsible to indemmfy City hereunder therefore and failure of City to monitor compliance with these prov1s1ons shall not be a waiver hereof This indemmficat1on includes claims or liab1lit1es ansing from any negligent or wrongful act error or omission or reckless or willful misconduct of Consultant in the performance of professional services hereunder The prov1s1ons of this Section do not apply to claims or hab1lit1es occurnng as a result of City's sole negligence or willful acts or om1ss1ons, but, to the fullest extent permitted by law, shall apply to claims and liab1ht1es resulting in part from City's negligence, except that design professionals' indemmty hereunder shall be limited to claims and liabilities an sing out of the negligence, recklessness or willful misconduct of the design professional The indemmty obhgat1on shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 6 1 Records Consultant shall keep and reqmre 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 reqmred 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 nght to inspect copy, audit and make 01203 000,/69832 ➔ 2 mg\, 13 B-15 records and transcnpts from such records Such records shall be mamtamed for a penod of three (3) years following completion of the services hereunder, and the City shall have access to such records m the event any audit 1s reqmred In the event of d1ssolut1on of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor m interest Notw1thstandmg the above, the Consultant shall fully cooperate with the City m prov1dmg access to the books and records 1f a public records request 1s made and disclosure 1s reqmred by law mcludmg but not limited to the California Public Records Act 6 2 Reports Consultant shall penod1cally prepare and submit to the Contract Officer such reports concerning the performance of the services requued by this Agreement as the Contract Officer shall requue Consultant hereby acknowledges that the City 1s greatly concerned about the cost of work and services to be performed pursuant to this Agreement For this reason, Consultant agrees that 1f Consultant becomes aware of any facts, circumstances, techniques, or events that may or will matenally increase or decrease the cost of the work or services contemplated herem or, 1f Consultant 1s prov1dmg design services, the cost of the project bemg designed, Consultant shall promptly notify the Contract Officer of said fact cucumstance, technique or event and the estimated increased or decreased cost related thereto and, 1f Consultant 1s prov1dmg design services the estimated increased or decreased cost estimate for the project bemg designed 6 3 Ownershap of Documents All drawings, spec1ficat1ons, maps, designs photographs studies, surveys data, notes, computer files, reports, records documents and other matenals (the "documents and matenals') prepared by Consultant its employees subcontractors and agents m 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 add1t1onal compensation as a result of the exercise by City of its full nghts of ownership use, reuse, or assignment of the documents and matenals hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific wntten authonzatlon by the Consultant will be at the City's sole nsk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retam copies of such documents for its own use Consultant shall have the nght to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or matenals prepared by them, and m the event Consultant fails to secure such assignment, Consultant shall mdemnify City for all damages resulting therefrom Moreover Consultant with respect to any documents and matenals that may qualify as 'works made for hue" as defined m 1 7 U S C § 10 l, such documents and matenals are hereby deemed "works made for hue" for the City 64 Confidenttahty and Release of Information (a) All mformat10n gamed or work product produced by Consultant m performance of this Agreement shall be considered confidential, unless such mformat1on 1s m the public domam or already known to Consultant Consultant shall not release or disclose any such 01203 000,/698324 2 mg,, 14 B-16 information or work product to persons or ent1t1es 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 depos1t1ons response to interrogatories or other information concern111g 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 v10lat10n of this Agreement then City shall have the right to reimbursement and indemmty from Consultant for any damages, costs and fees includ111g 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 depos1t1on, request for documents, interrogatories request for adm1ss1ons or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City reta111s the right, but has no obligation, to represent Consultant or be present at any depos1t1on, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportumty 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 Cahforma Law This Agreement shall be interpreted, construed and governed both as to vahd1ty and to performance of the parties 111 accordance with the laws of the State of Cahforma 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 Cahforma, or any other appropriate court 111 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 lit1gat1on in a U S District Court venue shall he exclusively in the Central District of Cahforma in the County of Los Angeles State of Cahforma 72 Disputes, Default In the event that Consultant 1s in default under the terms of this Agreement the City shall not have any obhgat1on 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 111clude the t1meframe in which Consultant may cure the default This timeframe 1s presumptively thirty (30) days, but may be extended, though not reduced, 1f circumstances warrant During the period of time that Consultant 1s in default, the City shall hold all invmces and shall, when the default 1s cured, proceed with payment on the 01203 000,/69832-t 2 mg,, 15 B-17 invoices In the alternative, the City may, in its sole d1scret1on, elect to pay some or all of the outstanding invoices dunng the penod 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 nghts or any nghts an sing out of any prov1s1on of this Agreement 7 3 Retentrnn of Funds Consultant hereby authonzes City to deduct from any amount payable to Consultant (whether or not ansing out of this Agreement) (1) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, hab1ht1es, or damages suffered by City, and (11) all amounts for which City may be liable to third parties, by reason of Consultant's acts or om1ss10ns in performing or failing to perform Consultant's obhgat10n under this Agreement In the event that any claim 1s made by a third party, the amount or validity of which 1s disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of hen, City may withhold from any payment due, without hab1hty for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such nght to deduct or to withhold shall not however affect the obhgat1ons 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, cond1t1on, or covenant of this Agreement shall not constitute a waiver of any other term, cond1t10n, or covenant Waiver by any party of any breach of the prov1s1ons of this Agreement shall not constitute a waiver of any other prov1s10n or a waiver of any subsequent breach or v10lat1on of any prov1s1on of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the prov1s1ons of this Agreement No delay or om1ss10n in the exercise of any nght or remedy by a non-defaulting party on any default shall 1mpa1r such nght or remedy or be construed as a waiver Any waiver by either party of any default must be in wnting and shall not be a waiver of any other default concerning the same or any other prov1s1on of this Agreement 7 5 Rights and Remedies are Cumulative. Except with respect to nghts and remedies expressly declared to be exclusive in this Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party of one or more of such nghts or remedies shall not preclude the exercise by 1t, at the same or different times, of any other nghts or remedies for the same default or any other default by the other party 76 Legal Action In add1t1on to any other nghts or remedies, either party may take legal action, in law or in eqmty, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or inJunct1ve relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary 01203 000,/698324 2 mg\\ 16 B-18 prov1s1on herem, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , m order to pursue a legal action under this Agreement 77 L1gmdated Damages Smee the determmat1on of actual damages for any delay m performance of this Agreement would be extremely difficult or impractical to determine m 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 liqmdated damages for each working day of delay m the performance of any service reqmred hereunder The City may withhold from any momes payable on account of services performed by the Contractor any accrued liqmdated damages 7 8 Termmat10n Pnor to Expiration of Term This Section shall govern any termmat1on of this Contract except as specifically provided m the following Section for termmat1on for cause The City reserves the nght to terminate this Contract at any time with or without cause upon thirty (30) days wntten notice to Consultant, except that where termmat1on 1s due to the fault of the Consultant the penod of notice may be such shorter time as may be determined by the Contract Officer In add1t1on, the Consultant reserves the nght to terminate this Contract at any time, with or without cause upon sixty (60) days' wntten notice to City except that where termmat1on 1s due to the fault of the City the penod of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termmat1on, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has m1t1ated termmat1on, the Consultant shall be entitled to compensation for all services rendered pnor to the effective date of the notice of termination and for any services authonzed by the Contract Officer thereafter m accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided m Section 7 3 In the event the Consultant has 1111tiated termmat1on, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termmat1on without cause pursuant to this Section, the termmatmg party need not provide the non-termmatmg party with the opportunity to cure pursuant to Section 7 2 7 9 Termmatlon for Default of Consultant If termmat1on 1s 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 reqmred hereunder exceeds the compensation herem stipulated (provided that the City shall use reasonable efforts to m1t1gate 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 1s reqmred to m1t1ate or defend or made a party to any action or proceeding m any way connected with this Agreement the prevailing party m such 01203 000,/69832-t 2 mg\\ 17 B-19 action or proceeding, in addition to any other relief which may be granted, whether legal or eqmtable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's fees on any appeal and in add1t1on a party entitled to attorney s fees shall be entitled to all other reasonable costs for investigating such action, taking depos1t10ns 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 1s prosecuted to Judgment ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-hab1hty 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 1t, nor any officer or pnnc1pal of its firm, has or shall acqmre 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 wntten consent of the Contract Officer Consultant agrees to at all times avoid conflicts of mterest 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 111d1rect, in this Agreement nor shall any such officer or employee part1c1pate in any dec1s1on relating to the Agreement which affects her/his financial interest or the financial mterest of any corporation, partnership or association in which (s)he 1s, d1rectly or ind1rectly, mterested, in v10lat1on of any State statute or regulation The Consultant warrants that 1t has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 83 Covenant Agamst D1scnmmahon Consultant covenants that, by and for itself, its heJrS, executors assigns, and all persons claiming under or through them, that there shall be no d1scnminat1on against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual onentat1on, manta! status, national ongin, ancestry or other protected class 111 the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated dunng employment without regard to their race, color creed religion sex, gender, sexual onentat1on manta! status, national ongm, ancestry or other protected class 01203 ooo~/69832-t 2 mg\\ 18 B-20 8 4 Unauthonzed Ahens Consultant hereby promises and agrees to comply with all of the prov1s1ons of the Federal Imm1grat1on and Nationality Act, 8 U S C § I IO I et 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 liab1lit1es or sanctions imposed together with any and all costs mcludmg attorneys fees incurred by City ARTICLE 9 MISCELLANEOUS PROVISIONS 9 1 Notices Any notice, demand, request document, consent approval, or commumcat1on either party desires or 1s reqmred to give to the other party or any other person shall be m writing and either served personally or sent by prepaid, first-class mail, m 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 m 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 not1fymg the other party of the change of address in writmg Notice shall be deemed communicated at the time personally delivered or m seventy-two (72) hours from the time of mail mg 1f mailed as provided m this Section 9 2 Interpretation The terms of this Agreement shall be construed m 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 m 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 mcludmg the attachments hereto 1s the entire, complete and exclusive expression of the understanding of the parties It 1s 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 1f 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 m writmg and approved by the Consultant and by the City Council The parties agree that this requirement for written mod1ficat1ons cannot be waived and that any attempted waiver shall be void 01203 000,/69832-1 2 mg" 19 B-21 9 5 Severab1hty In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contamed m this Agreement shall be declared mvahd or unenforceable by a vahd Judgment or decree of a court of competent Jurisd1ctton, such mvahd1ty or unenforceabihty shall not affect any of the remammg phrases sentences, clauses, paragraphs or sections of this Agreement which are hereby declared as severable and shall be mterpreted to carry out the mtent of the parties hereunder unless the mvahd prov1s1on ts so material that its mvahd1ty deprives either party of the baste benefit of their bargam or renders this Agreement meanmgless 9 6 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial mterest, direct or md1rect, m this Agreement, nor shall any official, officer, or employee of City participate m any dec1s10n relatmg to this Agreement which may affect his/her financial mterest or the financial mterest of any corporation partnership, or assoc1atton m which (s)he ts directly or md1rectly mterested, or m v1olat1on of any corporation, partnership or assoc1at1on m which (s)he 1s directly or md1rectly mterested, or m v1olat1on of any State or mumc1pal statute or regulation The determmat1on of "financial mterest" shall be consistent with State law and shall not mclude mterests found to be ' remote" or "nomnterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant warrants and represents that 1t has not paid or given, and will not pay or give, to any third party mcludmg, but not ltm1ted to, any City official, officer, or employee, any money cons1derat10n or other thmg of value as a result or consequence of obtammg or bemg awarded any agreement Consultant further warrants and represents that (s)he/tt has not engaged m any act(s) om1ss10n(s), or other conduct or collus1on that would result m the payment of any money, cons1derat1on, or other thmg of value to any third party mcludmg, but not hm1ted to any City official, officer, or employee, as a result of consequence of obtammg or bemg awarded any agreement Consultant 1s aware of and understands that any such act(s) om1ss10n(s) or other conduct resultmg m such payment of money, cons1derat1on, or other thmg of value will render this Agreement v01d and of no force or effect / /- Consultant s Authonzed Imuals ~ "'-C...--~ 9 7 Corporate Authonty The persons executmg this Agreement on behalf of the parties hereto warrant that (1) such party 1s duly organized and ex1stmg, (11) they are duly authorized to execute and dehver this Agreement on behalf of said party, (111) by so executmg this Agreement, such party 1s formally bound to the prov1s1ons of this Agreement and (1v) that entering mto this Agreement does not violate any prov1s1on of any other Agreement to which said party ts bound This Agreement shall be bmdmg upon the heirs, executors, admm1strators, successors and assigns of the parties (SIGNATURES ON FOLLOWING PAGE] 01203 000,/69832 ➔ 2 mg,, 20 B-22 IN WITNESS WHEREOF, the parbes hereto have executed this Agreement on the date and year first-above wntten ATTEST: APPROVED AS TO FORM: ALESIIlRE & WYNDER, LLP /4),it/~ u)~~ Wilham W Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a mumc1pal corporation Enc Alegna, Mayor CONSULTANT: ENVIRONMENT AL SCIENCES ASSOCIATES, a Cahfom1a corporat10n By~ C :__,~ Name Albert Cmsmot omas Title Semor Vice President Address 626 W1lsh1re Blvd Sutte 100 Los Angeles, CA 90017 Two corporate officer signatures requU"ed when Consultant 1s a corporation, with one signature required from each of the followmg groups 1) Cburman of the Board, President or any Vace President, and 2) Secretary, any Assutant Secretary, Cb1efFmanaal Officer or any Assutant 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 B-23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completmg this certificate verifies only the 1dent1ty of the md1v1dual who signed the document to which this certificate 1s 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 w1thm mstrument and acknowledged to me that he/she/they executed the same m his/her/their authorized capac1ty(1es), and that by h1s/her/the1r s1gnature(s) on the mstrument the person(s), or the entity upon behalf of which the person(s) acted, executed the mstrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregomg paragraph 1s true and correct WITNESS my hand and official seal Signature _______________ _ OPTIONAL Though the data below 1s not required by law, 11 may prove valuable to persons relymg on the document and could prevent fraudulent reattachment ofth1s form CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER TITLE(S) PARTNER(S) 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) LIMITED □ □ □ □ □ □ GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING (NAME OF PERSON(S) OR ENTITY(IES)) 01203 000)/698324 2 mg\1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE B-24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the 1dent1ty of the ind1v1dual who signed the document to which this certificate 1s attached, and not the truthfulness, accuracy or vahd1ty 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 e,ecuted the same in h1s/her/the1r authorized capac1ty(1es) and that by h1s/her/the1r s1gnature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted e,ecuted the instrument I certify under PENAL TY OF PERJURY under the laws of the State ofCahfom1a that the foregoing paragraph 1s true and correct WITNESS my hand and official seal Signature ______________ _ OPTIONAL Though the data below 1s not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent reattachment ofth1s form CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER □ □ □ □ □ □ TITLE(S) LIMITED PARTNER(S) 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING (NAME OF PERSON(S) OR ENTITY(IES)) 01203 000)/69832-l 2 mg,\ DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE B-25 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 ~~~ State of California } County of --Sm:6:wt6-5 UJ On ;Mgi,, ~;e}o'.2,,/ before me, 7-f:n ~~f~.~~.~~fuhltc personally appeared ---------::,'--!A,-+{ ...... lzf:~~r--~~~S~J_fl~D~f:' __________ _ ., ' Name(s) of S1gner(s) J e.C C ft DNo:•*}lt?o~a2: f1 i San FranclKD County Comml11lon II 2257799 My COIIIIII Expirn Oct t 2022 Place Notary Sea/ Above who proved to me on the basis of satisfactory evidence to be the person(s} whose name(s) is/are subscribed to the w1th1n instrument and acknowledged to me that he/she/they executed the same in h1s/her/the1r authorized capac1ty(1es), and that by h1s/her/the1r s1gnature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph 1s true and correct WITNESS my hand and official seal Signature ~ 'J J5lftJ _., Signature of Notary Publtc ----------------OPTIONAL---------------- Though this section ,s opt1onal, completmg this mformat,on can deter alteration of the document or fraudulent reattachment of this form to an unmtended document Description of Attached Document Title or Type of Document _____________ Document Date Number of Pages ___ S1gner(s) Other Than Named Above Capac1ty(1es) Claimed by S1gner(s) Signer's Name □ Corporate Officer -T1tle(s) □ Partner -□ L1m1ted □ General □ lnd1v1dual □ Attorney 1n Fact □ Trustee □ Guardian or Conservator □ Other ______________ _ Signer Is Representing Signer's Name ____________ _ □ Corporate Officer -T1tle(s) ______ _ □ Partner -□ L1m1ted □ General □ lnd1v1dual □ Attorney in Fact □ Trustee -□ Guardian or Conservator □ Other Signer Is Representing • © 2013 National Notary Assoc1at1on • www Nat1onalNotary org • 1-800-US NOTARY (1-800-876-6827) Item #5907 B-26 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE § 1189 ~-~-} ~ > -~~~~ County of l&.s /Jng~e~ On /J'Jtvc/,., 2, 202/ before me, Date' ..Sbecee /.J. ~hr'll. No-hrt1 /t6/,c.-. ~ Here lnsertNam and Title of the Officer I personally appeared R uk /C 7lio,n(LJ' Yi, 1/,ce P,e.s,JW Name(s) of S,gner(s) 1············1 ~ , '• SHEREE A HEMPHILL ' """ ~ Notary Public Cahforma : -Los An!eles County s;: Comm1ss1on II 2296607 - My Comm Expires AU! 8 2023 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person~ whose name¢ 1s/~ subscribed to the within instrument and acknowledged to me that pe!she/tt>ey executed the same in t>IB/her/tl)efr authorized capacity~), and that by ~her!tb,e{ir s1gnature'8f on the instrument the person~, or the entity upon behalf of which the person'8f acted, executed the instrument I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph 1s true and correct WITNESS my hand and official seal ~) Signature SlgnahireNotl(ry P he OPTIONAL------------ Though the information below ,s not reqwred by law, ,t may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Descr1pt1on of Attached Document Title or Type of Document _____________________________ _ Document Date ____________________ Numberof Pages _____ _ S1gner(s) Other Than Named Above ________________________ _ Capac1ty(1es) Claimed by S1gner(s) Signer's Name □ Corporate Officer -T1tle(s) ______ _ □ lnd1v1dual □ Partner -□ L1m1ted □ General □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other _______ _ Signer Is Representing l'IIGHT THUM ■l'l'IINT OFSIGNEPI Top of thumb here Signer's Name ____________ _ □ Corporate Officer -T1tle(s) _______ _ □ lnd1v1dual □ Partner -□ L1m1ted □ General □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Other ________ _ Signer Is Representing PIIGHT THUM!51'1'11NT OF SIGNEl'I Top of thumb here B-27 EXHIBIT "A" SCOPE OF SERVICES Consultant will complete the followmg services to ensure the timely update of the City of Rancho Palos Verdes Housmg Element, mcludmg all legally mandated requirements for Califorma Housmg Elements A Pro1ect Adm1mstrat1on Project Kick-Off Meetmg Followmg receipt of the notice to proceed Consultant will coordmate with City staff to schedule a project kick-off meetmg to refine and operationalize the scope of services, and to develop a shared v1s1on for the partnership between the Consultant and the City staff Broadly, the kick-off agenda will mclude d1scussmg the City s preferences for commumcat10ns, coordmat1on, and deliverables More specifically, the meetmg agenda will cover project background and goals, objectives and key act10n items such as refimng the project schedule, 1dent1fymg project data needs, d1scussmg the City s preferred approaches to commumty outreach, and delmeatmg roles and respons1b1lit1es of the Consultant and City staff As a follow-up to the kickoff meetmg, the Consultant will prepare a wntten request for mformat1on from the City for project background mformat1on, data, staff, and commumty contacts Specifically, at this early stage Consultant will review the annual Housmg Element status reports, other documents pertammg to housmg production and 1mplementat1on of the ex1stmg Housmg Element, the status of the ex1stmg housmg sites mventory, housmg policies, housmg access, any recent commumty needs assessments, and the City's long-term growth plans As work on the Housmg Element progresses Consultant will prepare add1t1onal requests for mformat1on as needed If perm1ss1ble by public health standards at the time, Consultant will coordmate a short dnvmg tour of Rancho Palos Verdes with City staff to ensure that the Consultant 1s well mformed regard mg the status of the ex1stmg sites mventory and ant1c1pated new opportumty sites and growth areas Consultant and City staff will take this opportumty to discuss any 1mtial needs for policy and program updates that staff have already 1dent1fied Alternatively, an online virtual meetmg and/or presentation would be arranged 2 Project Schedule Development W1thm 10 work mg days after the kick-off meetmg, Consultant will provide the City with a finalized project schedule that 1dent1fies the tasks and milestones necessary for reachmg the goal of subm1ttmg an adopted, certifiable Housmg o 1203 000,169832-l 2 mg" A-1 B-28 B 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 t1meline and status of tasks with City staff If any schedule mod1ficat1ons are needed, those mod1ficat1ons 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 coordinat10n between City staff and Consultant Consultant will be in ongoing communication with Subconsultants to ensure smooth and seamless coordination between all team members Furthermore, 1f allowed by City protocols Consultant can maintain an internet- based folder to facilitate file shanng between the Consultant and City staff Housing Element Assessment and Analysis Evaluation of the 2013-2021 Housing Element For this subtask Consultant will determine the effectiveness of the current Housing Element to 1dent1fy 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 penod Specifically • • • • Consultant will request and review City staffs evaluation of and suggested rev1s1ons to the current Housing Element for compliance with State law HCD reqmrements, and for any other possible gaps in the analysis Consultant will request and review staffs 1dent1ficat1on of any obsolete information (1 e, tables, exh1b1ts 11lustrat1ons, etc) in the 2013-2021 Housing Element to ensure that this information 1s 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 1dent1fied goals, policies, and programs of the prev10us cycle 2013- 2021 Housing Element, based on information on housing production and program 1mplementat1on, 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 ut1lizat10n of local and regional funds and 01203 000i/69832-t 2 mg" A-2 B-29 resources, as well as partnerships with nonprofit organizations and other governmental ent1t1es 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 ant1c1pated future housing needs within the City The demographic, economic, infrastructure, and housing data collected will allow for analysis of both soc10econom1c and housing market trends The analysis will be structured to align with the HCD Building Blocks and other relevant gmdance 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 US Census Bureau, as well as information published by HUD and the Southern California Assoc1at1on of Governments (SCAG) The needs assessment will also provide a companson between h1stoncal and projected population, household, and employment charactenst1cs and the current RHNA published by SCAG In add1t1on to the soc1oeconom1c trends analysis, Consultant will document current and h1stoncal housing market cond1t10ns and trends within the City, as well as Los Angeles County This subtask will include an evaluation of existing housing stock charactenst1cs, including the d1stnbut1on of units by type and age, as well as vacancy and pncing 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 1dent1fy the inventory of existing assisted housing developments that are ant1c1pated to be at nsk for conversion to market rate within the next ten years Per the HUD Bmlding Blocks, Consultant will also evaluate the relative housing needs of a vanety of special needs populations, including farmworkers large families, female-headed households, people expenencing homelessness, people with d1sab1lit1es including the developmentally disabled, and seniors City staff will 1dent1fy any add1t1onal local special needs populations that should be analyzed The analysis will rely on a vanety of data sources, as prescnbed by HCD, and utilize vanous Census Bureau data products, among other sources In recognition of the new reqmrements under AB 686 for Affirmatively Furthenng Fair Housing (AFFH), Consultant will add a supplemental data component to the Housing Needs Assessment so that staff can evaluate patterns of segregation and 1mped1ments to fa1r housing choice within the City The analysis will rely on data published by the US Census Bureau and HUD to 1dent1fy patterns of racial and ethnic integration This will include 1dentificat1on of Racially and Ethnically Concentrated Areas of Poverty (RCAPs and ECAPS) and calculation of indexes of 1solat1on and d1ss1milanty Consultant will also request information on fair housing complaints from the City, the HUD Office of Fair 01203 000,/69832-t 2 mg,, A-3 B-30 Housing and Equal Opportunity, and the California Department of Fair Employment and Housing and information regarding hate cnmes from the Federal Bureau of lnvest1gat1ons 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 1mped1ments to fair housing choices 3 Adequate Sites Analysts 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 ,ts RHNA within the new Housing Element planning penod with land smtable for residential development In order to address the no net loss" prov1s1ons of Government Code Section 65863 the inventory will include sites sufficient to accommodate more housing than reqmred 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 1dent1fy existing capacity for residential and mixed-use zoned sites that could potentially meet the City s RHNA requtrement Further, Consultant will work with the City to complete an analysts of nonvacant residential and mixed-use sites to address a port10n of the RHNA including the development potential within the planning penod, by cons1denng the extent that a nonvacant site's existing use impedes add1t1onal residential development the City s past expenence converting existing uses to higher density market trends and cond1t1ons, and regulatory or other incentives/standards that encourage add1t1onal housing development on nonvacant sites The inventory will include the 1dent1ficat1on of how many units are feasible on each res1dent1al and mixed- use zoned site and what income category they are appropnate 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 add1t1onal analysts for residential and mixed-use zoned sites smaller than one half acre larger than 10 acres, Conducting add1t1onal analysts for underutilized residential and mixed-use zoned sites, Identifying res1dent1al and mixed-use sites included in the past two housing element cycles that are now required to allow affordable housing by nght, Identifying 1f residential and mixed-use zoned sites are publicly owned, and Indicating whether a res1dent1al and mixed-use zoned site has available or planned and accessible infrastructure Consultant will incorporate existing HCD gmdance to coordinate the sites inventory process through the lens of the AFFH reqmrements and 1dent1fy any necessary remed1at1on Such requtrements will determine the extent to which the locations of proposed sites are to be made available for housing development that 01203 000,/69832.J 2 mg\\ A-4 B-31 will help to affirmatively further fair housing in compliance with AB 686 Finally, Consultant would comply with anticipated HCD gmdance requmng 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 sect10n of the Housing Element Update If suitable sites to meet the City's RHNA are not able to be 1dent1fied through the inventory of appropriately zoned vacant and non -vacant sites, then add1t10nal analysis will be conducted This analysis will include evaluation of changes to City zoning to accommodate additional units, including increasing dens1t1es, increasing bmlding heights, re -designating/rezoning add1t1onal sites, or other techniques To the extent that the City 1s unable to 1dent1fy adequate sites, Consultant will work with the City to develop a Housing Element program for post-adopt10n 1mplementat1on This program would commit the City to create add1t1onal 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 Bmlding Blocks for Housing Elements, Consultant will 1dent1fy 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 d1sab1lit1es 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 1dent1fy existing efforts and other possible approaches to removing them The categories of governmental opportunities and constraints evaluated will include • • • • • • • • 01203 000,/698324 2 mg,, Adopted codes and code enforcement measures, On-and offs1te improvement standards, Adopted fees and exactions, Land-use controls, Infrastructure lim1tat1ons, Environmental constraints, Processing and permitting procedures, and Other applicable City policies and programs to be 1dent1fied in consultation with City staff A-5 B-32 C The non-governmental constramts analysis will cover topics mcludmg land costs construction costs, and the ava1lab1lity and complexity of financmg To 1dent1fy opportunities, constramts, and potential approaches to overcommg constramts, Consultant will mterv1ew staff from several departments mcludmg Public Works Community Development, and the City Manager's Office 5 Housmg Goals, Policies and Quantified ObJect1ves The development of quantified obJect1ves 1s the key deliverable that the Housmg Element Update will work toward throughout the process Analyzmg past outcomes definmg the community s current housmg circumstances understandmg opportunities and constramts, 1dent1fymg properties for future housmg development and gathermg mput from a vanety of community stakeholders, will all lead to establishmg the City s housmg development goals for the 2021-2029 Housmg Element planning cycle Some of these findmgs w111 lead to updates to ex1stmg obJect1ves whtle others will generate new ideas and goals a1mmg to meet the City s RHNA requirements Throughout the Housmg Element Update contract, Consultant will work with the City and community to develop housmg goals and obJect1ves Consultant will mamtam a runnmg list of potential goals and obJect1ves which will evolve mto definitive goals and obJect1ves by the end of the process Public Engagement Public Outreach Program Development and Two Community Meetmgs (a) Public Engagement Program Upon consultation with the City Consultant will develop a draft of a Public Engagement Program deta1lmg the management of an outreach campaign and related aspects In preparation, Consultant will review any ex1stmg or previous outreach efforts regardmg previous Housmg Element Updates, City policies that are currently m place and take that mformat1on mto cons1derat1on Consultant will present a draft to the City for approval, review any suggest10ns and submit the final draft for the City's approval Throughout Consultant will work with the City to foster ongomg collaborat1on m support of the City s effort to update the new Housmg Element of the City's General Plan The Public Engagement Program for the Housmg Element Update will mcorporate • A public not1cmg and promotional strategy aimed at generatmg widespread awareness and understandmg of the Housmg Element Update as well as its exact purpose wlthm the General Plan among targeted audiences w1thm 01203 000,/69832-1 2 mg\\ A-6 B-3301203 000,/69832-t 2 mg\\ the Rancho Palos Verdes Engagement will mclude vulnerable populations withm the city such as seniors, disabled, and affordable housmg advocates to ensure all stakeholders are engaged even disadvantaged communities This strategy will take mto cons1derat1on socially conscious communications with target audiences and stakeholders across multiple platforms, such as community workshops (mcludmg web-based video conferencmg) canvassmg, mailmgs, and social media • A stakeholder database populated with contacts w1thm the City generated from research and outreach act1v1t1es, trackmg mterested md1v1duals and community groups, busmess owners and employees, community stakeholders and organizations, and any other mterested stakeholders A registry log of potential concerns and any nsks, as well as a plan of act10n to monitor and address these concerns m an effective and efficient manner throughout the development of the new Housmg Element • Effective add1t1onal public engagement with specific target audiences and any external stakeholders 1dent1fied by the City (b) Web and Social Media Shanng Platform Consultant will work with the project team and City staff to mcorporate a web and social media-based mformat1on shanng platform for the durat10n of the public engagement plan This social media platform can mclude many different facets such as more standardized trad1t10nal mediums such as Facebook, Twitter and Instagram or encompass newer programs such as Snapchat Nextdoor and Redd1t Dedicated Project Webpage Consultant recommends that the City establishes a dedicated webpage for the Housmg Element that can serve as a central hub to house collateral matenals, give project updates and function as the go-to location for any stakeholders mterested m keepmg track of the Housmg Element's t1mehne and progress Consultant can create web content and host 1t on a pnvate server or create content to provide the City 1f they would hke to host 1t on theu own servers Social Media Shanng Platforms Social media 1s a community effort and the best conversations are always dialogues, not monologues Dialogue allows energy to flow back and forth and A-7 B-3401203 000,/69832.t 2 mg\\ find the best bits of information The City already possesses a strong and productive presence on multiple social media accounts which 1s an encouraging and useful edge that other communities do not always have when 1t comes to public engagement ( c) Meeting and Event Collateral Matenals Under the d1rect1on from the City Consultant will develop collateral matenals for the public hearings, including graphics, images, 1llustrat1ons, and drawings, including content for social media and a potential proJect website Developed matenals will include high-quality wntten audio, and visual communications that provide an overview of the purpose, process, and ant1c1pated t1meline 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 matenals of the Housing Element This will present a coordinated cohesive look for informational and promotional matenal Moreover, City-approved templates also streamline the creation of collateral matenal when a qmck turnaround 1s reqmred (d) Community Meetings Consultant will work with the City to facilitate and attend up to two community workshops Consultant will stnve 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 max1m1ze part1c1pat1on, stimulate d1scuss1on, and promote feedback regarding the Housing Element Update being careful to 1dent1fy 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 cns1s has complicated matters Consultant will work with the City to strategically reach out to stakeholders that have been 1dent1fied as key ind1v1duals and organizations regarding the Housing Element in the City Consultant will assist the City in showing these target audiences that the City 1s maintaining a dedication to regional investments and building partnerships with community leaders and c1v1c 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 A-8 B-35 assoc1at1ons and housing leaders to encourage them to part1c1pate 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 1t 1s this exact feedback that may have been missed or not received from previous years in the City 2 Stakeholder Interviews Consultant w1 II 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 Comm1ss1oners and Council members E Draft 20? 1-2029 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 senes 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, mst1tut1ons, community groups and community members, to be developed m 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 mg\\ A-9 B-36 and consider how best to incorporate the comments that are received into the Housing Element Update 3 Public Noticing Following the statutory noticing reqmrements for Housing Elements and General Plans, based on a list provided by the City, Consultant will prepare and carry out all public noticing and reqmred consultations and not1ficat1ons 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 pnnt 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 General Plan Amendment Consultant shall 1dent1fy 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 Determinat10n Consultant will attend a kickoff meeting with City staff pnor to commencing work on the environmental document Subjects for review and d1scuss1on at this meeting will include, but not be limited to • Identifying project descnpt1on details, • Identifying any pnor environmental documentation that may be relevant to the Housing Element Update, • Identifying project databases sources of information and key contacts, • Estabhshing 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, mterest groups, and the public It 1s assumed that the City will provide any s1te-spec1fic studies prepared to date exh1b1ts, project descnpt1on details, and materials for development of the environmental document at the kick-off meeting If add1t10nal data are reqmred Consultant will submit a memo detailing data needs to the City with 01203 000,/69832.t 2 mg" A-10 B-37 recommendations on how best to respond Consultant will become familiar with the project and review available techmcal data Upon receipt of necessary project mformat1on 1dent1fied m Consultant s data needs list, Consultant will prepare a draft Imt1al Study/M1t1gated Negative Declaration (IS/MND) Project Descnpt1on for City review, which will mclude a project location map, a descnption of the regional and local settmg, the housmg element history, project objectives, plannmg context, population and housmg charactenst1cs and trends, opportumty sites, tf any, General Plan and/or zonmg text/map revisions, and other mformatton important to prov1dmg an understandmg the proposed project In add1t1on, the Project Descnption will be based on the Draft Housmg Element Update and will mclude but not be hm1ted to, background mformatton on State Housmg Element requtrements, the City Housmg Element Update process to date, Project Objectives, and a summary of the Housmg Element Update goals, land use and zonmg changes, and growth assumptions The Project Descnptton ts a cnttcal part of the Draft IS/MND, as It serves as the foundation for the environmental analysts Upon receipt of the City's consolidated comments Consultant will make necessary changes to the Project Descnptton and submit for the City's final review and approval Consultant assumes that two 1terat1ons of the Project Descnpt1on will be requtred 3 Draft lmttal Study/M1t1gated Negative Declaration (Draft IS/MND) An IS/MND will be prepared m compliance with local requtrements, CEQA requirements (Public Resources Code 2100 et seq), and the State CEQA Gu1delmes (California Code of Regulations, Section 1500 et seq) The format of the IS/MND and thresholds of s1gmficance will be discussed and confirmed with the City pnor to start of the Draft IS/MND As descnbed m Task 5 2 1 above Consultant will prepare a draft Project Descnptton for City review at the outset of IS/MND preparation The scope of the environmental impact analyses m the Draft IS/MND will be determmed by the Imt1al Study and may be modified to mclude add1t1onal topics based on comments received dunng the NOP comment penod The Draft IS/MND will mclude all of the components requtred by CEQA, mcludmg a table of contents, mtroductton, executive summary, project descnptton, mtroduction to analysts, environmental analysis for each environmental issue area evaluated, alternat1ves, long term 1mplicat1ons, a list of preparers, references and techmcal appendices Add1t1onally 1f m1t1gat1on measures are 1dent1fied a M1t1gatton Momtonng and Reportmg Program (MMRP) will be prepared Consultant will prepare an Admm1strattve Draft IS/MND for a 30-day mternal City staff review penod After receipt of comments from the City, and based on the level of effort estabhshed m the budget, the Draft IS/MND will be revised to respond to City comments 4 Environmental Not1cmg, Outreach and Ftlmg 0 I 203 0005/69832-t 2 mg\\ A-11 B-38 Consultant will prepare a Notice of Completion (NOC) to adopt the IS/MND, and submit 1t along with the IS/MND onlme to the State Cleannghouse via CEQANet (as per Covid-19 protocols) for the reqmred pubhc review penod The NOC will md1cate which rev1ewmg 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 publicat10n of the NOi m one newspaper of general c1rculat1on Fmally, Consultant will be responsible for d1stnbut1on of the IS/MND to no more than 30 agencies mterested orga111zat1ons and selected public libranes If the Housmg Element Update 1s approved and the IS/MND 1s adopted Consultant will prepare a Notice of Determmat10n (NOD) consistent with Appendix D of the State CEQA Gmdelmes m a format typically used by the City W1thm 5 days of cert1ficat1on of the IS/MND by the City Council, Consultant will file the NOD with the County Clerk of Los Angeles It 1s assumed that the City will provide both the County and CDFW filmg fees F1lmg of the NOD starts a 30-day statute of lim1tat1ons for CEQA challenges on the Housmg Element Update 5 Fmal IS/MND Upon completion of the public review penod mandated by CEQA, Consultant will review the comments on the Draft IS/MND and will prepare responses as necessary This task 1s not reqmred for IS/MNDs, but could be useful 1f 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 pos1t1ve comments to a substantial number of strongly negative and techrncally soph1st1cated comments For the purposes of this proposal 1t 1s assumed that comments on the IS/MND will be hght The responses to comments will be mcorporated mto the Fmal IS/MND document Consultant will prepare a Fmal IS/MND that makes changes to the IS/MND based on public comment (via an errata) and mcludes responses to those comments It 1s assumed that Consultant will not respond to any more than 50 md1v1dual comments Consultant will also prepare a MMRP to document the t1mmg and respons1b1lit1es of any m1t1gat1on measures 1dent1fied m the IS/MND The text of the Draft IS/MND will not be revised At least 10 days pnor to cert1ficat1on heanngs on the IS/MND Consultant will d1stnbute electrornc copies of Fmal IS/MND to agencies that commented on the Draft IS/MND and any other entities that requested copies of the Fmal IS/MND Consultant will attend Plannmg Comm1ss10n and City Council heanngs cons1dermg approval and cert1ficat10n of the Housmg Element Update and IS/MND Attendance at these meetmgs are assumed to be onlme via a virtual platform unless public health mandates allow otherwise 01203 000,/69832-1 2 mg\\ A-12 B-39 G Public Hearmgs To ensure robust opportunities for the community and policy makers to provide public mput to the Housmg Element update process, the Consultant will work with City staff to facilitate the Plannmg Commiss10n and City Council hearmgs, mcludmg presentmg mformation from the Needs Assessment and Policy documents, respondmg to questions, and receivmg comments In addition, Consultant and City staff will solicit Planning Commission direction for any desired changes to the Housmg Element policies or programs pnor to subm1ttmg the revised Draft Housmg Element Amendments to HCD for its statutory review Upon completion of the meetmgs, Consultant will compile all comments and will revise the draft documents m accordance with the direction provided by the Plannmg Comm1ss1on for submittal to HCD After receipt of HCD comments on the Draft Housmg Element Update, Consultant will coordmate with City staff to identify necessary revisions to the Draft Housmg Element Update and brmg the revised Draft Housmg Element documents back to the Plannmg Comm1ss10n m order to address any residual questions or concerns and to secure their recommendation that the City Council adopt the Housmg Element Update Consultant will then coordmate with City staff to present the revised Housmg Element Update documents to the City Council for adoption The presentation will mclude a bnef overview of key needs assessment findmgs, a summary of the public mput received to date, and a summary of key policy and program changes reflected in the Housing Element Housmg 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 mto the document m preparation for submitting the adopted Housmg Element Update to HCD for its cert1ficat1on review Consultant will plan to attend up to 4 pubhc heanngs held by the Planning Comm1ss1on or City Council, or both To reduce redundant efforts most of the matenals produced for the City Council and Plannmg Department would be produced in conJunctJon with the public workshops If requested, Consultant can create a fact sheet for the City Council and Plannmg Comm1ss1oners H Final Housmg Element Update Followmg the public review and comment penod, Consultant will prepare the Final Draft Housing Element Update in response to comments from State HCD, responsible agencies City staff, the Plannmg Comm1ss1on, City Council, and the public State Certificat10n 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 d1stmgu1sh 1t from other pnor 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 000,/69832-t 2 mg,, A-13 B-40 mclus10n m the General Plan Consultant will work closely with HCD and the City to ensure that the City meets State reqmrements and will recommend mod1ficat1on to the adopted Housmg Element Update, 1f required, m order to obtam cert1ficat1on II As part of the Services Consultant will prepare and deliver the followmg tangible work products to the City A Summary memo evaluatmg the ex1stmg Housmg Element progress and 1mplementat1on B Housmg assessment and needs analysis documentation mcludmg Housmg Sites Inventory list and figures C Housmg Element Update Report D Public engagement program mcludmg meetmgs web and social media based mformat1on, event materials, stakeholder mterviews and v1s10111ng summary report E Adm1111strat1ve draft Housmg Element Update F Public Draft Housmg Element Update G General Plan Review memo H Admm1strat1ve Draft I111t1al Study/ M1t1gated Negative Declaration and related documentation Fmal Imtial Study/ M1t1gated Negative Declaration and related documentation J Fmal Housmg Element Update and cert1ficat10n review by the State Department of Housmg and Commumty Development III In add1t1on to the requirements of Section 6 2, dunng performance of the Services, Consultant will keep the City appraised of the status of performance by dehvenng the followmg status reports A Twice a week updates on all work completed to-date, all work m progress and all potential concerns or delays for future work IV All work product 1s subject to review and acceptance by the City, and must be revised by the Consultant without add1t1onal charge to the City until found satisfactory and accepted by C1ty V Consultant will utilize the followmg personnel to accomplish the Services A Luci H1se-F1scher, ESA Project Director 01203 000,/69832-t 2 mg,, A-14 B-41 B Ryan Todaro, ESA ProJect Manager C Dan Dameron, ESA Pnncipal/Strategic Advisor D BAE Ubran Economics, Inc , Urban Economic and Real Estate Subconsultant E MBI Media, Strategic Communication and Media Subconsultant 01203 ooo,169832 ➔ 2 mg,1 A-15 B-42 EXHIBIT "B" SPECIAL REQUIREMENTS (Supersed1Dg Contract Boderplate) I Section 1 1, "Scope of Services," 1s hereby amended as follows (deletlons are marked ID strikethrough, additions are marked ID bold, 1taltcs) "In compliance with all terms and cond1t1ons 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 matenal inducement to the City entering into this Agreement, Consultant represents and warrants that 1t has the qualtficattons, expenence, and fac1ltt1es necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner and 1s expenenced in performing the work and services contemplated herein Consultant shall at all times faithfully competently and to the best of its ab1hty, expenence and talent, perform all services descnbed herein Consultant covenants that 1t shall follow the highest ordmary and reasonable profess10nal standards in performing the work and services required hereunder and that all matenals will be both of good quahty 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 -H-FSt- ela-ss s1m1/ar firms perform mg similar work under s1m1lar circumstances " II Section 7 8, "Term1Datlon Prior to Exparatlon of Term," 1s hereby amended as follows (deletlons are marked ID stnkethrough, add1taons are marked ID bold, 1taltcs) 'This Section shall govern any termination of this Contract except as specifically provided in the following Sect10n for termination for cause The City reserves the nght to terminate this Contract at any time with or without cause upon thirty (30) days' wntten notice to Consultant, except that where termination 1s due to the fault of the Consultant the penod of notice may be such shorter time as may be determined by the Contract Officer In addition, the Consultant reserves the nght to terminate this Contract at any time, with or without cause, upon sixty (60) days wntten notice to City, except that where termination 1s due to the fault of the City the penod of notice may be such shorter time as the Consultant may determine /11 add1tto11, where termmat,011 1s due to tlte fault of tlte Ctty, Contractor may elect to suspend services m lteu of termmat1011 unit/ tlte default of tlte Ctty 1s 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 m1t1ated termination, the Consultant shall be entitled to compensat10n for all services rendered pnor to the effective date of the notice of termination and for any services authonzed by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer 01203 000,/698324 2 mg,\ 8-1 B-43 except as provided m Sect10n 7 3 In the event the Consultant has m1tiated termmat1on, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termmation without cause pursuant to this Section, the termmatmg party need not provide the non-termmatmg party with the opportunity to cure pursuant to Section 7 2 " 01203 000)/69832-t 2 mg\\ B-2 B-44 EXHIBIT "C" SCHEDULE OF COMPENSATION I Consultant shall perform the followmg tasks at the followmg rates TASK CONSULTANT SUBCONSULTANT SUBCONSULTANT COSTS BAE COSTS MBI COSTS A ProJect Admm1stratlon Project Kick-Off Meeting $1,440 $1,610 2 Project Schedule $960 $1,140 Development 3 Project Coordination $17,040 B Housmg Element Amendment Assessment and Analysis Evaluation of2013-2021 $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 Pubhc Engagement $3,480 Public Outreach Program $3,610 $27 083 64 Development and Two Community meetings 2 Stakeholder Interview $3,610 $17 694 38 D Plannmg Comm1ss1on $3,480 $6,245 $4 916 84 01203 000,/69832.J 2 mg,\ C-1 B-45 and City Council Workshops E Draft 2021-2029 Housmg Element Update 1 Admm1stratlve Draft $4,880 Housmg Element Update 2 Public Draft Housmg $3,060 Element Update 3 Public Not1cmg $390 F General Plan $6 276 22 Consistency and Environmental Review General Plan Amendment $3,260 2 Environmental $4,780 Determmat1on 3 Draft Imt1al $17,860 Study/M1t1gated Negative Declaration 4 Environmental Not1cmg, $3,880 Outreach, and Filing 5 Fmal IS/MND $10,920 G Pubhc Hearmgs $6,960 $4, l 00 $3 163 40 H Fmal Housmg Element $4,780 Update I State Certification and $2,050 City Adoption J. Prmtmg, travel, $1,250 $1,500 $9,000 postage, etc K. Meetmg Platform $500 Hostmg (Zoom, GoToWeb, Teams, etc) 01203 000,/69832-l 2 mg\\ C-2 B-46 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 completaon of services Not Applicable III W1thm the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shafted from one Task subbudget to another so long as the Contract Sum 1s not exceeded per Section 2 1, unless Add1honal Services are approved per Sectaon 1 9 IV The Caty wall compensate Consultant for the Services performed upon subm1ssaon of a vahd mvoace Each mvo1ce 1s to mclude A Lme items for all personnel descnbmg the work performed the number of hours worked and the hourly rate B Lme items for all matenals and eqmpment properly charged to the Services C Lme items for all other approved reimbursable expenses claimed with supporting documentation D Lme items for all approved subcontractor labor supplies eqmpment, matenals, and travel properly charged to the Services V The total compensation for the Services shall not exceed the Contract Sum as provided m Section 2 I of this Agreement VI The Consultant's b1llmg rates for all personnel are attached as Exh1b1t C-1 01203 000,/69832-1 2 mg,, C-3 B-47 EXHIBIT "C-1" PERSONNEL RA TES Pos1t1on ESA Prmc1pal/Strateg1c Advisor ESA Project Manager/Project Director ESA Managing Associate II ESA Senior Associate II ESA Senior Associate I ESA Associate II ESA Project Technician BAE Managing Principal BAE Vice President BAE Senior Associate BAE Senior Analyst BAE Analyst MBI Senior Project Manager MBI Project Manager MBI Graphic Designer MBI Deputy Project Manager/Copywriter MBI Account Coordinator II MBI Account Coordinator I 0 I 203 000,/69832-t 2 mg,, C-4 Hourly Rate $300 $240 $190 $160 $150 $125 $100 $310 $260 $195 $110 $100 $126.20 $116 86 $95 00 $80 31 $6566 $6228 B-48 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule. February March April Mav June July August September October November December Janua, February weeks 1 2 ' • . ( ' 9 10 11 ,, 13 14 I 1b 1, 18 19 ,u 21 ll. 2J ,, z, 26 27 ,s -,., JU JI Jl JJ ,. ,, Jti J7 JO ,. (0 (1 ., 0 (4 .., .. . , .. .. "" ,, :,, 1. ProJKt Admln1strat1on • 1 1 l'fOJeCl N O <·VII """'"Ilg 1 week 1 2 nup,1 cx:,reu,,re ueve1opmenr 2 weeks • J J /-'(vp;;u vvur umaoon Ongc,ng 2. Hous,na Elemtnt Amendment Assessment and Anatvsls i! 1 l<eVIC\V ,v ,..,.,, HOUS/ng c:,t:,,.,,n b wee1>.s 1 i! -.vuSlllg x=SS/ne/11 & MXU.> ,vJd,rSIS 11 weeks , , ,..,.,.,uare :;ires ,.,.,,ys,s ana c;ons,ramrs l.!. weeKs z~ -x,u,,ng ,.,.,.,,s, /-'0//Cles , aoo uuanw= """""'""• 1:z weell s a. PUDllc Engagement JAssume MNO) J J u=IC cngageme,n ,"fOg@ffl LAc:1/e,Uf",~'" {!JU ut/C tnee fing : MW/ IOO\I-OIOQ PM pt; J, ::;ta,..orurucr mrerv,ews lb wee11s 4. Plann ing Commission and Counc,I W0<1<.shops (4 meetings) 4 meermos p C p C ,..--nannrng, c;=vUUflCil) 5. Facilltato Review and Approval of Housing Element 5 t Admml.slrar/Ve oran Hous,ng Elemenr Upda re Uran SUuu •m ;u emu rev1SJOns t11<1UC 14 weeks 5 2 Puooc Draff HouStng Element Updare 1-'T'epare .-uu,/C ""'""" u, ,,,, 14 weeti.s """!ueSI m,,..,,.,, HW HeV-1a weei-:s ruu1IC NeVleW f-'e fl()(J l':l weeks 6. Environmental Analys1S (Assume MNO) o 1 uene,a, Plan Amenamenr 4 wee ks o , t:nwonme, ""' uerermmarion 14 wee~s o J ,.,.,,,, 1mrIar "'uuy,wo 1,gacea ""'!I"""" u=,a,auon l'"'M,w/ 14 weeks »-DoyPu/Jllt: 6 3 Envrronmen/aJ NOliclng, OU/reach and Filing Ongo,OQ -o 4 i-maI uuJJc ex cnvironmenrai MaryStS 4 wee~s 7. Public Hearings (4 meetings) 4 mee11nos p C p C 8. Fina/ Housing Element Update l'fepare l<evto,:u nvuS/ng c:n:ru,:c • 4 week s :-;uom,c IO ~<.,U It)( J-Om kM N= 19 weeks m,v,se ,n i,esponse ro n <.,v ..,.,.,.,.,nrs IJ weeks nepare r mm ~'Sing c,t:mc::m ana t::.nv L.JU(.;umemauon 10 weeks 9. Stat• CfflifiCIIUOn and City Adoption 2 weeks ..-uu,/C ,vuvung --.s 1·u:~,:veO 0 I 20 3 .0005/698324 .2 mgw 0-1 B-49 II Consultant shall dehver the followmg tangible work products to the City by the followmg dates A Summary memo evaluating the existing Housing Element progress and 1mplementat10n -March 30, 2021 B Housing assessment and needs analysis documentation including Housing Sites Inventory hst 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 v1s1oning summary report -Apnl 30, 2021 E Admin1strat1ve 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 Admin1strat1ve Draft Initial Study/ M1t1gated Negative Declaration and related documentation -August 31, 2021 Final Initial Study/ M1t1gated Negative Declaration and related documentat10n -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 m accordance with Section 3 2 01203 0005/698324 2 mg,, D-2 COMMUNITY DEVELOPMENT DEPARTMENT April 27, 2022 Luci Hise-Fisher Environmental Science Associates 626 Wilshire Blvd., Suite 1100 Los Angeles, CA 90017 Hello Luci, As you know, the Professional Services Agreement between the City of Rancho Palos Verdes and Environmental Science Associates dated March 2, 2021 expired on February 28, 2022. Article 3.2 states "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." This letter serves as approval to accept your request for extension to complete work as outlined in Exhibit D of the Professional Service Agreement through August 27, 2022. Regards, Octavio Silva Deputy Director/Planning Manager Cc. Terrence (Terry) Keelan, J.D. Lisa Garrett C-1 C IT VOF RANCHO PALDS VERDES From:Terrence Keelan To:Octavio Silva Cc:Luci Hise-Fisher Subject:Extension of Time Request - Contract Services Agreement between RPV and ESA Date:Thursday, April 21, 2022 1:45:52 PM CAUTION: This email originated from outside of the City of Rancho Palos Verdes. Good afternoon, I am the Contract and Risk Manager for Environmental Science Associates (ESA). I am writing on behalf of ESA with reference to the Contract Services Agreement between the City of Rancho Palos Verdes and Environmental Science Associates dated March 2, 2021 to request a written extension of time pursuant to Article 3.2. Article 3.2 provides "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." The time period established in Exhibit D expired on February 28, 2022 and ESA is requesting an extension for the maximum 180 days, which is August 27, 2022. If this extension is acceptable, would you kindly arrange for the Contract Officer to provide ESA with written approval by letter or by email addressed to me and Luci Hise-Fisher (lhise- fisher@esassoc.com)? Thank you for your consideration. Terrence (Terry) Keelan, J.D. Contract and Insurance Administrator Working from home - Feel free to text/call me on my mobile at 310.384.1881 ESA | Environmental Science Associates Celebrating 50 Years of Work that Matters in 2019! 626 Wilshire Boulevard, Suite 1100 Los Angeles, CA 90017 310.566.8004 direct 310.451.4488 main x4325 tkeelan@esassoc.com | www.esassoc.com C-2 Follow us on Facebook | Twitter | LinkedIn C-3 July 11, 2022 Octavio Silva Deputy Director of Community Development City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Subject: Rancho Palos Verdes Housing Element Update – Contract Amendment Request (Revised) Dear Mr. Silva : As you are aware, the ESA Team is working on the City’s Housing Element Update and the associated environmental analysis per our contract dated Ma rch 2, 2021 with a total budget of $238,749.48. Under this contract, the ESA Team prepared the City’s Housing Element Update and associated environmental documentation. Given that the anticipated timeline has been extended and the process has been more involved than originally scoped, both in terms of public input and Housing and Community Devel opment (HCD) input, ESA is requesting additional budget for the completion of the Housing Element. In addition, with respect to the terms of the Professional Services Agreement, the City extended the request to complete the work through August 27, 2022. In light of the extended timeline for the project, ESA requests that the contract be extended until August 31, 2023, in order to allow time to complete the work outlined in Exhibit D of the Professional Service Agreement between the City and ESA. The following provides the scope of work and associated fee to complete the Housing Element process: Task H, Final Housing Element Update (BAE): The City received extensive comments from HCD on the City’s Draft Housing Element Update, consistent with the Department’s pattern of commenting on Housing Element Updates proposed by most other SCAG jurisdictions and jurisdictions in other regions, which are near or have passed their statutory due dates for the 6th Cycle Housing Element Updates. Additional budget i s requested to assist the City of Rancho Palos Verdes in responding to HCD comments on its Draft Housing Element Update. Anticipated upcoming work on this task includes coordination with City staff, preparation for, and participation in a meeting with the Housing Ad-Hoc Committee, continuing work on BAE-prepared revisions to the Draft Housing Element to respond to HCD comments, continuing coordination with City staff to integrate revisions prepared by City-staff; and further communication and coordination with HCD staff to seek informal review and sign-off on revisions. BAE estimates the need for approximately 50 additional hours of staff time through completion of a revised Housing Element Update. Task H Augment: $15,500 Task A, Project Administration (ESA): In light of the extension of the overall schedule, the budget for Project Administration, which consists of project kick-off; schedule preparation and monitoring; and coordination, D-1 including bi -weekly calls, ESA has expended the allocated budget. Therefore, ESA estimates the need for approximately 16 additional hours of staff time. Task A Augment : $3,840 Contingency: Task 1 State Certification and Adoption original budget of $2,050 remains; this task occurs after the City has adopted the Housing Element, which will involve making any final changes directed by the City Council as part of its adoption action and then submitting the adopted Housing Element to HCD for review. However, i t is reported that many SCAG jurisdictions have undergone two or more rounds of review by HCD and few have so far achieved certification. Given the unprecedented HCD level of scrutiny that is occurring during the 6th cycle, BAE suggests that the inclusion of a contingency budget in the event that (a) the City finds that additional rounds of revision are necessary before the City is ready to adopt the Housing Element Update, due to challenges in obtaining HCD’s informal sign-off, or (b) the City adopts the Housing Element based on the current round of revisions and HCD declines to certify the Housing Element, necessitating an additional round of revision and adoption. BAE suggests a contingency of $10,000 fund additional work that may be needed for Task H or Task I, upon authorization by City staff. Contingency: $10,000 (with City authorization prior to use) The contingency budget would not be used without prior authorization from the City. Based on the above, the total request for Task H and Task A is $19,340, which would bring the total contract amount to $258,089.48. With the contingency request of $10,000, the budget amendment request is $29,340, bringing the total contract amount (original + amendment + contingency) to $268,089.48. Should you have any questions, please feel free to contact me at (310) 266-8331. Sincerely, Luci Hise-Fisher Ruta K. Thomas Project Director Senior Vice President/Southern CA Regional Director D-2