CC SR 20231003 E - Dudek Amendment for Mixed-Use Overlay Zoning District
CITY COUNCIL MEETING DATE: 10/03/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve Amendment No. 1 to the Professional
Services Agreement with Dudek to establish the Mixed-Use Overlay Zoning District.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 1 to the Professional Services Agreement with Dudek
authorizing a one-year term extension ending September 21, 2024, to establish a
Mixed-Use Overlay Zoning District, develop related development standards, and
prepare associated environmental documents, for an amount not to exceed
$309,990; and,
(2) Authorize the Mayor and City Clerk to execute the amendment in a form approved
by the City Attorney.
FISCAL IMPACT: Approval of this amendment does not include a request for additional
funding. This is because the existing fiscal impact of up to $309,990 is included in the
Fiscal Year 2023-24 budget by grant funds awarded to the City through Senate Bill No. 2
(SB 2) and Local Early Action Planning (LEAP) Grants.
Amount Budgeted: $309,990
Additional Appropriation: N/A
Account Number(s): 332-400-4120-5101
(State Grants – Planning/Professional/Tech Services) VR
ORIGINATED BY: Jessica Bobbett, Senior Planner
REVIEWED BY: Octavio Silva, Deputy Director/Planning Manager of Community
Development
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 1 to the Professional Services Agreement with Dudek
(page A-1)
B. Existing Professional Services Agreement with Dudek (page B-1)
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BACKGROUND AND DISCUSSION:
Housing Element Status Update
In August 2022, the City Council adopted Resolution No. 2022-49, approving the City’s
new 6th Cycle Housing Element and associated environmental clearance, which was a
Negative Declaration. The Housing Element sets forth the plan to accommodate the City’s
Regional Housing Needs Assessment (RHNA) allocation of 639 new housing units in
various income categories over the planning period of 2021-2029. In addition, the
Housing Element accommodates eight lower-income units that were carried over from
the last planning period (2013-2021), for a total of 647 new housing units throughout the
City.
The adopted Housing Element was subsequently forwarded to the California Department
of Housing and Community Development (HCD) for compliance review with state housing
law. In October 2022, HCD notified, via a letter, the City’s Community Development
Department that although the adopted Housing Element met many of the statutory
requirements, the document was ultimately not found to meet the statutory requirements.
As part of its review, HCD outlined additional corrections to the Housing Element that
were required to be completed to achieve compliance. HCD corrections included, but
were not limited to, providing support information related to affirmatively furthering fair
housing efforts, and clarifying the realistic capacity of residential redevelopment outlined
in the City’s Housing Element. Based on HCD determination, the City’s Housing Element
update process for the 6th Cycle is not yet complete.
Since the issuance of HCD’s comment letter, Staff and the City’s housing consultant team
have been in communication with HCD representatives regarding the City’s progress to
address comments. More specifically, Staff and the consultant team have been working
to prepare supporting information, including a comprehensive study of the City’s Potential
Housing Sites Inventory. This analysis has identified 31 parcels to be rezoned to
accommodate housing necessary to meet the City’s RHNA allocation through 2029.
Twenty-eight of these sites are 5 acres in size or less.
On September 14, 2023, Staff completed a revised Housing Element document
addressing HCD’s October 2022 comment letter and resubmitted the revised draft to
HCD, for an informal 30-day review period, as was recommended by HCD
representatives. Upon completion of HCD’s review of the revised draft, City Staff will
make the necessary updates to present an updated and amended Housing Element
document to the City’s Planning Commission and City Council for formal re-adoption. The
revised document would subsequently be submitted to HCD for its 60-day formal review
of the document and determination.
As the City’s Housing Element was not certified by HCD by February 15, 2022 (the
statutory deadline was October 15, 2021, with a 120-day grace period), the City was
required to complete the rezoning of the necessary parcels to accommodate its RHNA
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allocation within one year of the deadline, i.e., by October 15, 2022. The Legislature
enacted a one-year extension for Southern California cities, which provided that if a city
adopted a substantially compliant housing element by October 15, 2022, it would have
an additional three years and 120 days to complete the rezoning (Gov. Code § 65583.4.).
The City did not achieve this, therefore, until the rezoning is complete, the City’s Housing
Element cannot be found to be in substantial compliance.
Dudek Rezoning Services
The City’s adopted 6th Cycle Housing Element includes housing programs that serve as
the blueprint for the City to achieve its rezoning program to comply with state law. One
such program involves the preparation and implementation of a Mixed-Use Overlay
District over areas of the City’s commercial corridors. Mixed-use in commercial zones
also furthers the City’s goal of pursuing economic development and provid ing greater
opportunities for sustainable commercial activity with a mix of higher-density housing.
On September 21, 2021, the City entered into a two-year professional services agreement
(PSA) with Dudek (Attachment B), to assist Staff in developing the Mixed-Use Overlay
District. As part of these services, Dudek conducted both in-person and virtual open
houses to collect public input and prepared draft Mixed-Use Overlay District development
standards. Dudek also developed a comprehensive Sites Inventory Analysis, which took
several months to prepare, as the study further analyzes the physical development
feasibility on a lot-by-lot basis of the City’s housing sites inventory. While Dudek has made
great progress in developing components of the Mixed-Use Overlay District, additional
time is needed beyond the current PSA timeline to finalize the project , including holding
public hearing proceedings before the City’s Planning Commission and City Council. A
PSA amendment extending the term of the agreement is needed to complete this work.
No increase to the contract cost is being proposed.
ADDITIONAL INFORMATION:
Grant Status Update
On April 10, 2020, and March 30, 2021, the City was awarded a combined total of
$309,990 in funding though Senate Bill No. 2 (SB 2) and Local Early Action Planning
(LEAP) Grants, both of which are administered by HCD. The purpose of the one-time
grants was to assist cities and counties in California to update their planning documents
and implement processing improvements that will facilitate the acceleration of housing
production and help prepare for their 6th Cycle RHNA. The City’s Community
Development Department utilized the awarded funds to contract with Dudek for
preparation of the Mixed-Use Overlay District and for the preparation of associated
documents, including environmental assessments.
The SB 2 grant expires on December 31, 2023. To date, the SB 2 grant balance is
$7,066.19. Should the grant expire prior to project completion , HCD has expressed
openness to flexibility, provided Staff continues to work with HCD. HCD has extended the
LEAP grant contract deadline to expire on June 6, 2024, and Staff has formally submitted
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an extension request. The balance on the LEAP grant is $123,511.90. The remaining
available grant funds total $130,578.09.
CONCLUSION:
Staff therefore recommends the City Council approve Amendment No.1 to the PSA with
Dudek to extend the term by one year to September 21, 2024, to establish a Mixed-Use
Overlay Zoning District, develop related development standards, and prepare associated
environmental documents, for an amount not to exceed $309,990.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve the extension to the PSA with Dudek.
2. Take other action, as deemed appropriate.
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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 DUDEK, a California corporation, and is effective as of October
3, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated September 21, 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 September 21, 2023, for a Contract Sum of $309,990.
B. 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.
C. City and Consultant now desire to amend the Agreement to extend the Term
through September 21, 2024. No additional compensation is contemplated.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
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 ending but not exceeding two (2)September 21, 2024, from the
date hereof, except as otherwise provided in the Schedule of Performance.”
The City may, in its discretion extend the Term by one additional one-year
term.”
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement, as amended, shall remain unchanged and in full force and effect.
From and after the date of this Amendment, whenever the term “Agreement” appears in the
Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement, as amended. Each party represents and warrants to the other that
there have been no written or oral modifications to the Agreement, as amended, other than as
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01203.0005/924537.1 -2-
provided herein. Each party represents and warrants to the other that the Agreement, as amended,
is currently an effective, valid, and binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement, as amended, and that there have been
no events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement, as amended.
City represents and warrants to Contractor that, as of the date of this Amendment No. 1,
Contractor is not in default of any material term of the Agreement, as amended, and that there have
been no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under the Agreement, as amended.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 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 , such party is formally bound to the provisions of this Amendment, as amended, 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]
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01203.0005/924537.1 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor Pro Tem
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
DUDEK, a California corporation
By:
Name: Joseph Monaco
Title: President/Chief Executive Officer
By:
Name: Amy Paul
Title: Secretary and General Counsel
Address: 38 N. Marengo Ave, Pasadena CA
91101
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
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01203.0005/924537.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0005/924537.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
DUDEK
1 B-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
DUDEK
THIS AGREEMENT FOR CONTRACT SERVICES (herein Agreement ) is made and
entered into on September 21, 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ( City' ) and DUDEK, a California corporation
Consultant') City and Consultant may be referred to, individually or collectively, as `Party" or
Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and descnbed particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authonty
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the `Scope of Services , as stated in the Proposal, attached
hereto as Exhibit 'A" and incorporated herein by this reference, which may be referred to herein
as the services' or work hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services descnbed herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all matenals will be both of good quality as well as fit for the purpose
01203 0005/738710 1 YVARGAS ALWY
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intended For purposes of this Agreement, the phrase highest professional standards' shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant s Proposal which shall be incorporated
herein by this reference as though fully set forth herein In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having junsdiction in effect at the time service is
rendered
1.4 California Labor Law.
If the Scope of Services includes any `public work' or maintenance work," as those
terms are defined in California Labor Code section 1720 et seq and California Code of
Regulations, Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq and 1810 et 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 is a public work" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industnal Relations ( `DIR )
implementing such statutes The work performed under this Agreement is subject to compliance
monitonng and enforcement by the DIR Consultant shall post job site notices, as prescnbed by
regulation
b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industnal Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor
d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776, certify and make such payroll records available for inspection as
provided by Section 1776, and inform the City of the location of the records
e) Apprentices Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8,
Section 200 et seq concerning the employment of apprentices on public works projects
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement
f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code
Section 1810
g) Penalties for Excess Hours Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2
one and one half) times the basic rate of pay
h) Workers Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract '
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Consultant s Authorized Initials ail
i) Consultant s Responsibility for ubcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a penodic 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 of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (u) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restnctions attending performance of the services under this Agreement If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant s risk until written instructions
are received from the Contract Officer in the form of a Change Order
1.7 Care of Work
The Consultant shall adopt reasonable methods dunng the life of the Agreement to
furnish continuous protection 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
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) 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 15% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order Any greater increases, taken either separately or
cumulatively, must be approved by the City Council It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may in its sole and absolute discretion have similar work done by other Consultants No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the Special Requirements attached hereto as Exhibit B and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit B and any
other provisions of this Agreement, the provisions of Exhibit 'B shall govern
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2 1 Contract Sum
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the Schedule of Compensation' attached hereto as Exhibit C' and
incorporated herein by this reference The total compensation, including reimbursement for
actual expenses, shall not exceed $309,990 (Three Hundred Nine Thousand Nine Hundred
Ninety Dollars) (the `Contract Sum' ), unless additional compensation is approved pursuant to
Section 1 9
2 2 Method of Compensation.
The method of compensation may include (i) a lump sum payment upon completion, (ii)
payment in accordance with specified tasks or the percentage of completion of the services, (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the
Schedule of Compensation
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a critical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City s Director of Finance By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement The invoice shall detail charges for all necessary and actual expenses by the
following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant s correct and
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undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the `Schedule of Performance' attached hereto as Exhibit `D ' and incorporated herein by this
reference When requested by the Consultant, extensions to the time penod(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively
3.3 Force Majeure.
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 negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer s
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant s sole remedy being extension of the Agreement
pursuant to this Section
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3.4 Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding two (2)
years from the date hereof, except as otherwise provided in the Schedule of Performance
Exhibit D') The City may, in its discretion, extend the Term by one additional one-year term
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ( Principals') are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith
Gaurav Sirvastava Project Manager/Planning Lead
Name) Title)
Nicole Cobleigh CEQA Specialist/PEIR Lead
Name) Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant s officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant s officers, employees or
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agents, shall obtain any nghts 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 Ruvakina, Director of Community Development, or
such person the Director may designate It shall be the Consultant s responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein City shall have no voice in the selection, discharge,
supervision or control of Consultant s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any
Joint enterpnse with Consultant
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City, all subcontractors included
in the Proposal are deemed approved In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense dunng the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City
a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000, 000 general aggregate, for bodily
injury, personal injury, and property damage The policy must include contractual liability that
has not been amended Any endorsement restricting standard ISO `insured contract" language
will not be accepted
b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant ansing out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000, 000 combined single limit for each
accident
c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000, 000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a penod no less than
three(3) years after completion of the services required by this Agreement
d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000)
e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B
5.2 General Insurance Requirements.
a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers compensation Insurance certificates and endorsements must be
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approved by City s Risk Manager prior to commencement of performance Current certification
of insurance shall be kept on file with City at all times dunng the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
c) Primary/noncontributing Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination
of pnmary and umbrella or excess insurance Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments In the alternative, City
may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best s Key Rating Guide, unless otherwise approved by
the City's Risk Manager
0 Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their nght of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City
i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer s limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
n) Agency s right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
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p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies
q) Additional insurance Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work
5 3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (- Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein `claims
or liabilities') that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ( indemnitors'), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith
a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith,
b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys
fees
d) Consultant shall incorporate similar indemnity agreements with its
subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City
hereunder therefore, and failure of City to monitor compliance with these provisions shall not be
a waiver hereof This indemnification includes claims or liabilities arising from any negligent or
wrongful act, error or omission, or reckless or willful misconduct of Consultant in the
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performance of professional services hereunder The provisions of this Section do not apply to
claims or liabilities occurring as a result of City s sole negligence or willful acts or omissions,
but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part
from City s negligence, except that design professionals indemnity hereunder shall be limited to
claims and liabilities arising out of the negligence, recklessness or willful misconduct of the
design professional The indemnity obligation shall be binding on successors and assigns of
Consultant and shall survive termination of this Agreement
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the `books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting pnnciples and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times dunng normal business hours of City, including the right to inspect, copy, audit and make
records and transcnpts from such records Such records shall be maintained for a period of three
3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the documents and materials )
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and materials that may qualify as `works made for hire" as defined in 17 U S C § 101, such
documents and materials are hereby deemed"works made for hire" for the City
6.4 Confidentiality and Release of Information.
a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement Response to a subpoena or court order shall not be considered voluntary"
provided Consultant gives City notice of such court order or subpoena
c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant s conduct
d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute, claim or matter ansing out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S Distnct
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default Instead, the City may give notice to Consultant of the default and the
reasons for the default The notice shall include the timeframe in which Consultant may cure the
default This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement
7 3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant s acts or omissions in performing or failing to perform Consultant s
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7 6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq , in order to pursue a legal action under this Agreement
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause The City reserves the right to terminate this
Contract at any time, with or without cause, upon 30 (thirty) days' wntten notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer 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 Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
a) City may, after compliance with the provisions of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated
b) Consultant may, after compliance with the provisions of Section 7 2, terminate the
Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termination
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement
8.2 Conflict of Interest
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant s performance of services under this
Agreement Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
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8 3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class
8.4 Unauthorized Aliens
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 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
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd , Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement Either party may change its address by notifying the other party of the change of
address in writing Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
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9 4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless
9.6 Warranty & Representation of Non-Collusion
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation The determination of
financial interest" shall be consistent with State law and shall not include interests found to be
remote' or noninterests' pursuant to Government Code Sections 1091 or 1091 5 Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect
Consultant s Authorized Initialscy
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9.7 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above wntten
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
ctui.S)
Enc Alegna, Mayor
ATTEST:
eresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
1) IdAlv(-
W iam W 'Wyndet, City Attorney
CONSULTANT:
DUDEK, a California corporation
By ,i ,
N. WV (7,/h nand-e0
Title Prp, Ce
By dAv eAli,c€ 4.42-
Name
L
Name CAr/s fine /t 1Q5vC—
Title C )
Address
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
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
so,+ or o
COUNTY OF GflES-
On See;-2021 before me,Aft%Aft",A 1(b.,k‘er ,personally appeared Che s'-e Mooce. ,proved to me on
the basis of satisfactory evidence to be the erson(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
ANTHON J BUTLER
Koury 7ubhc CaWorma
WITNESS my and an' official seal San Dregr County
Cornmisvon a 2264682
MyComrr Expves Apr 112023
Signature .4 `,iJ
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
El GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
El TRUSTEE(S)
El GUARDIAN/CONSERVATOR
El OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
B-24
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate venfies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
So r 0.t o
COUNTY OF
On 5/4 )y ,2021 before me, fe,,,' personally appeared Mnhaco ,proved to me on
the basis of satisfactory evidence to be theperson(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authonzed 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 foregomg paragraph is
true and correct
aYTHONYJ BUTLER
Yotary Public California
WITNESS my hand and official sealSan Diego Countyf.Commission a 2284682
I'
My Comm [Aplres Apr 8 2023
d
Signature , Ay •
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
B-25
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant shall provide the following consulting services to develop a mixed-use
overlay zoning district and associated development standards within the City's
commercial zones (the "Services"):
TASK A: RESEARCH AND ANALYSIS
A.1: Data Gathering and Literature Review
Consultant will gather and review all relevant information and data pertinent to the
Project To begin, Consultant s team will perform a literature review to thoroughly
understand the City's current housing policies, inclusive of the zoning code, development
standards, and ongoing Housing Element update Consultant will specifically review Title
17 (Zoning) of the Rancho Palos Verdes Municipal Code, Western Avenue Specific Plan,
General Plan, and related maps to analyze the existing conditions along Western Avenue,
Silver Spur Road, and adjacent parcels Consultant will research applicable laws,
policies, and guidelines that have a direct impact on the production of housing in the City
and that overlap the work of this effort, including the Regional Housing Needs
Assessment, the California Density Bonus Law, and others
A.2: Best Practices and Emerging Trends
Consultant will research recently completed and ongoing housing incentive overlays in
cities with similar markets This will include cities for which Consultant is currently
preparing similar overlays (e g Fullerton and Santa Clanta) as well as others (in
collaboration with City staff)
A.3: Site Confirmation
Consultant s team will review sites pre-selected by the City and supplement with an
additional citywide analysis to confirm appropriate sites to include with the proposed
Mixed-use Overlay Zone Consultant will compile any City-provided data (parcels,
streets, zoning/land uses, building footprints, aerial photography, etc ) with data gathered
by the team (market, property, demographic, etc ) to prepare a City-wide existing
conditions base map in geographic information system (GIS) and to confirm and analyze
the usability of additional Institutional and Commercial zoned parcels in the City
Commercial—General, Commercial— Limited, Commercial—Neighborhood, Commercial—
Professional, and Commercial—Recreational) Consultant recognizes that not all
Institutional and Commercially zoned parcels will be feasible or appropriate To that end,
Consultant will follow methodology to select the most appropriate sites
As a first step, Consultant s team will determine if the site and its context are suitable or
opportune for new residential development by testing each site against the following
preliminary criteria, as agreed upon with the City
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Parcels with minimum width and depth dimensions suitable for typical multifamily
residential building types
Parcels that represent immediate opportunities for redevelopment, e g , are currently
vacant or occupied by surface parking lots
Parcels that are underutilized, such as properties with relatively low improvement
values relative to their land values and therefore opportunities to increase the value of
improvements Using the preliminary screen of County Assessor data in GIS, the
economic team will test the selected sites based on the following methodology
o First, Consultant will identify all vacant sites or sites currently occupied by
surface parking lots Given these parcels' lack of improvements, they could be
appropriate for immediate redevelopment with a change to a residential land
designation
o Second, Consultant will identify all properties where the improvement value is
40% of the land value While there is no set benchmark, typically the land value
represents 30% of the total market value of a property As such, improvements
would roughly equal 70%of the total market value A relatively low improvement
value relative to the land value of a property suggests that the land is underutilized
and that there are higher value improvements that can be developed on the land It
should be noted that this is not a perfect estimate of underutilized land, but it can
be used as a benchmark to identify properties that may have potential for
redevelopment
o Finally, Consultant will identify low-intensity sites where the floor-to-area ratio
value is below 0 10 and more intensive redevelopment may be appropriate
Institutional, Other, and Recreation' land use categories, which do not report
building size, and specific multifamily condo parcels will not be accounted in the
County Assessor database As such, the team will work with the City to determine
if such properties should be considered
Parcels that are transit-adjacent, e g , lie within high-quality transit areas, defined by
the Southern California Association of Governments as being within one-half mile
from major transit stops and high-quality transit comdors This applies primarily to
parcels along Western Avenue
Parcels that lie outside of areas most vulnerable to air pollution (e g , within 500 feet
of freeways or 1,000 feet of distribution centers, etc ), as identified by the California
Air Resources Board s Air Quality and Land Use Handbook
Parcels within a 10-minute walkshed of schools and parks
Parcels with property owners who have indicated willingness to develop residential
uses
A.4: High-level Development Feasibility
Consultant s team, led by economic subconsultant, Pro Forma Advisors, will conduct
high-level economic assessment of Rancho Palos Verdes Consultant will review
residential real estate market fundamentals to document recent sales by housing type,
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development trends, asking rents, vacancy rates, and capitalization rates Based upon the
market assessment, Consultant will propose a limited number of housing typologies (for-
sale or for-rent) that appear most likely to have market support and be financially feasible
to develop Revenue assumptions used in the financial testing will be collected in the
market assessment Pro Forma Advisors will provide hard and soft cost assumptions
based on industry knowledge and contemporary per square foot estimates With the
revenue and development cost assumptions in hand, Consultant will determine the
residual land value of each development scenario This residual land value can then be
compared to the typical land value associated with an illustrative commercial parcel in
the city The delta in value would then be used to better understand the value created by
the potential land use change from commercial to residential development This will
provide the planning team market-tested data on building typologies that are feasible
within the City's real estate sub-economy
Deliverables
Summary Memorandum and Pro Forma Analysis
TASK B: MIXED-USE OVERLAY ORDINANCE
B 1 Draft and Final Ordinance
Consultant's team will create draft and final development standards that will apply to
new mixed-use developments triggered by the regulations set forth in the proposed
mixed-use overlay district Consultant will also review the existing code and suggest
revisions to other related sections of the code for consistency The proposed ordinance
will incorporate clear, easy- to-understand graphics to enhance understanding and reduce
misinterpretations The development standards will rely on the (optional) market
feasibility analysis to establish building envelopes that are market tested and have the
support of the development community
TASK C WESTERN AVENUE SPECIFIC PLAN AND GENERAL PLAN
UPDATE
C.1: Review
Consultant's team will review the current Western Avenue Specific Plan and the City s
General Plan and evaluate their language for consistency with the proposed mixed- use
overlay district This review will highlight the sections that are in conflict and suggest
revisions
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C.2 Draft and Final updates
Based on guidance from City staff, the Consultant s planning team will draft and finalize
surgical updates to the Western Avenue Specific Plan and the General Plan to bnng them
in conformance and establish overall consistency with the proposed mixed-use overlay
zoning distract to avoid discrepancies or potential unintended consequences
TASK D: PUBLIC PARTICIPATION AND OUTREACH
D.1 Outreach Plan
The Consultant s outreach team, led by Kearns & West, the team's outreach
subconsultant, will prepare an outreach memo that includes objectives for involving the
public in planning, descnptions of outreach and engagement activities, methods for
publicizing involvement opportunities, and timeline showing synchronization of activities
with the planning process
D.2 Targeted key stakeholder outreach
The Consultant's outreach team will participate with City staff on calls with up to six (6)
community leaders to tell them about the project community involvement opportunities,
hear about best practices for getting the word out, and ask for their help in publicizing the
workshops
D.3 Community Events
Consultant will support and facilitate up to two (2) community outreach meetings The
first outreach meeting will include a socially distanced walking tour of Western Avenue
the location of the far majority of commercially zoned parcels in the City) and will
include stakeholders, project team, City staff, and the public
The second community meeting/workshop is anticipated to be conducted either virtually
and/or in- person using a platform that allows for polling, dialogue, and other forms of
interaction Community meetings participants shall include local business and property
owners, residents, and other stakeholders
For each meeting, Consultant will staff two facilitators and an outreach specialist, prepare
a logistics memo and an annotated agenda for the virtual meetings, coordinate with the
team for meeting preparation and dry run, and create an After Action Report that
documents attendance, format and presentation, input, and major discussion themes
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TASK E: PREPARE RELEVANT ENVIRONMENTAL DOCUMENTS
Summary of CEQA Approach
The Environmental Impact Report (EIR) prepared for the Mixed-Use Overlay Zone is
likely to be a Program Environmental Impact Report (PEIR) that analyzes buildout of the
feasible opportunity sites on a programmatic level The PEIR will include sufficient level
of detail, analysis, and mitigation options to allow the City and residential developers to
efficiently tier-off the PEIR as redevelopment of each particular site is proposed The
PEIR will be drafted with the mindset that the PEIR should be a tool available to the City
and project applicants to streamline future environmental clearance processes as
development is proposed for the opportunity sites The PEIR will ensure compliance with
California Assembly Bill 52 (AB 52, Chapter 532, Statutes of 2014) and Senate Bill 18
SB 18, Chapter 905, Statutes of 2004)
E.la Initial Study and Notice of Preparation
Consistent with the CEQA Guidelines, Appendix G Checklist, as well as with the City's
adopted CEQA Environmental Checklist (Initial Study [IS]) and local CEQA
implementation guidelines, Consultant will prepare one (1) administrative draft IS for
review and comment by the City The administrative
draft IS will identify potentially significant environmental impacts associated with
buildout of the Project Environmental setting, impact analyses, and substantiating
documentation will be provided to support all responses and conclusions in the IS,
including concise tables and high-quality, full-color figures The intent of the
Administrative Draft IS is to scope-out as many environmental resource topics from the
PEIR as feasible/defensible
Following one round of review of and comment on the administrative draft IS by the
City, Consultant will make one (1) round of revisions, as required The revisions will
satisfactorily address all prior comments on the administrative draft IS, and no substantial
review efforts beyond a final page-turn' review will be required This revised version of
the IS will serve as the final version of the document
Consistent with CEQA Guidelines, Section 15082, Consultant will work with the City to
prepare a Notice of Preparation (NOP) of a draft PEIR The NOP will provide the
responsible and trustee agencies and the California Office of Planning and Research/State
Clearinghouse (SCH) with sufficient information describing the Project and the potential
environmental effects to enable the outside agencies to make a meaningful response At a
minimum, the information will include a description of the Project, location of the
Project, and probable environmental impacts of the Project
Following one (1) round of review of and comment on the draft version of the NOP,
Consultant will make one (I) round of revisions, as required Following revisions to the
NOP, Consultant will coordinate circulation with the City for the combined IS/NOP
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Consultant will provide the IS/NOP to SCH as well as post the NOP with the Los Angeles
County Clerk
Deliverables
IS/NOP (electronic copy, five [5] hard copies with appendices on CD, and 20
CDs/flash drives)
SCH Summary Form and IS/NOP uploaded to SCH website
NOP posted with the Los Angeles County Clerk
Notice of Completion (NOC) Form (electronic copy, one[I] hard copy)
E.lb Public Scoping Meeting
Consultant will coordinate with the City on a public scoping meeting Consultant
assumes City staff will be responsible for securing the meeting location, if the meeting is
to be held in person If the meeting is held virtually, Consultant can host the meeting
using Zoom During the meeting, Consultant will present a PowerPoint presentation,
monitor comments received, answer questions pertaining to CEQA and the PEIR, and
provide a summary of public comments with regard to any environmental concerns
raised This input will be used to focus the environmental issues to be addressed in the
administrative draft PEIR A summary of comments received will be included in the
administrative draft PEIR
Deliverables
PowerPoint meeting presentation, scoping comment cards, and meeting notes/comment
summary
E.2 Program-Level Technical Analyses
Consultant will conduct program-level technical analyses to support the evaluation and
determinations in the Project, as follows
Program-level air quality, greenhouse gas emissions, and energy assessment
Program-level noise and vibration assessment
Program-level vehicle miles traveled assessment For the sake of brevity, the complete
scopes of work for each supporting technical study listed below can be provided to
the City on request These programmatic analyses will be memorialized in individual
technical memorandums or incorporated directly in the applicable PEIR sections
Prior to commencing work on these technical analyses, Consultant will coordinate
with the City to tailor the scopes of the analyses to meet the City s expectations while
being mindful of the budgetary constraints for the analyses
Deliverables
Technical analyses included directly in individual technical memorandums or directly
in the applicable PEIR sections (electronic copies)
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E.3a Administrative Draft PEIR
Consistent with CEQA Guidelines, Article 9, Consultant will prepare one (1)
administrative draft PEIR for review and comment by the City As required by CEQA
and the CEQA Guidelines, the administrative draft PEIR will include the following
chapters Introduction, Executive Summary, Environmental Setting, Project Description,
Environmental Analysis, Cumulative Impacts, Other CEQA Considerations, and
Alternatives to the Project Each of the EIR s Environmental Analysis sections will
include a discussion of each environmental topic within five main sections (1) Existing
Conditions, (2) Regulatory Framework, (3) Impacts and Mitigation, (4) Cumulative
Effects, and (5) References The discussion of impacts and mitigation will be divided into
subsections based on the recent update to CEQA Guidelines, Appendix G, Environmental
Checklist, questions Each of these subsections will enable clarity, ease of use, and
organization, and each subsection will be headed by a summary box or table
Up to 13 environmental analysis administrative draft PEIR sections will need to be
prepared, including but not limited to, the following potential environmental issues that
may need to be comprehensively addressed in their own sections (as opposed to being
focused out" in the IS/NOP)
1 Aesthetics
2 Air Quality
3 Cultural Resources
4 Energy
5 Greenhouse Gas Emissions
6 Hazards and Hazardous Materials
7 Land Use and Planning
8 Noise
9 Population and Housing
10 Public Services
11 Transportation
12 Tribal Cultural Resources (summarizing AB 52 and SB 18 outreach efforts)
13 Utilities and Service Systems
In addition to the Environmental Analysis sections, the administrative draft PEIR will
also include the following chapters Other CEQA Considerations and Alternatives to the
Project (note that this scope of work and budget assumes up to three [3] Project
alternatives, including the No Project alternative, would be analyzed)
Deliverables
Administrative draft PEIR (electronic copy)
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E.3b Screencheck Draft PEIR
Following receipt of comments from the City on the administrative draft PEIR,
Consultant will update the document and re-submit the screencheck draft PEIR The
purpose of this screencheck submittal is to allow the City to review the revisions made to
the administrative draft PEIR Once the City performs the final review and comment on
the screencheck draft PEIR, Consultant will respond to these final comments, review the
proposed edits, and prepare a proofcheck draft PEIR in anticipation of finalizing the
document for public review
Deliverables
Screencheck draft PEIR (electronic copy)
Proofcheck draft PEIR (electronic copy)
E.4 Public Review Draft PEIR
Following the final page-turn" review of the proofcheck draft PEIR, Consultant will
prepare and publicly distribute the public review draft PEIR to the County Clerk, SCH,
responsible and trustee agencies, surrounding jurisdictions, and other interested parties
pursuant to the distribution list prepared by the City Technical appendices will be
provided on a CD/flash drive affixed to the back cover of all hard copies of the draft
PEIR Consultant will distribute the deliverables via certified mail and/or overnight
service and will include the Notice of Availability (NOA) of a public review draft PEIR
prepared by Consultant An optimized, online-ready electronic version of the public
review draft PEIR will also be provided to the City
Deliverables
Public review draft PEIR (electronic copy, 20 hard copies with appendices on CD,
and 40 CDs/flash drives with public review draft PEIR plus appendices)
SCH Summary Form (electronic copy, 15 hard copies) plus CDs with public review
draft PEIR and appendices
Notice of Completion (NOC) Form (electronic copy, one[I] hard copy)
E 5 Final PEIR, Response to Comments, and Mitigation Monitormg and Reporting
Program
Consultant will provide responses to all agency and public comments that raise
substantive environmental issues associated with the public review draft PEIR The
responses will be thoughtful and thorough and will be provided in a separate draft
response to comments (RTC) memorandum Based on the nature of the Project and the
proximity to potential stakeholders, it is anticipated that no more 50 comments will be
received by the City in relation to the Project (note that a single comment letter may
include several comments) No letters from any potential Project opponent s attorneys are
assumed If an extraordinary number of comment letters, letters from Project opponent s
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attorneys (which are often lengthy and/or overly technical), or comment letters requiring
new analysis are received, Consultant will discuss the budgetary implications with the
City, and an augment may be required if any of these circumstances occurs
Consultant will prepare a mitigation monitoring and reporting program (MMRP) pursuant
to CEQA Guidelines, Section 15097 The MMRP will contain all mitigation measures
recommended in the final PEIR The MMRP will provide the City with a single source of
reference to the mitigation measures included in the final PEIR For each measure or
group of similar measures, the party responsible for ensuring proper implementation will
be identified, along with the timing and method of verification
Consultant will coordinate with the City to determine if any revisions of the draft PEIR
will be required as a result of public review and comments on the document All revisions
will be shown as changes to the original draft PEIR text in stnkeout/underline format In
addition to these changes, the final PEIR will also be composed of the RTC
memorandum and MMRP Upon completion of the final PEIR, Consultant will
coordinate distribution to all parties who requested a copy from the City
Deliverables
Draft and final versions of the RTC memorandum (electronic copies)
Draft and final versions of the MMRP(electronic copies)
Administrative, screencheck, public review, and final PEIR (electronic copy, 20 hard
copies with appendices on CD, and 40 CDs/flash drives with final PEIR plus
appendices)
E.6 Findings of Fact and Statement of Overriding Consideration
Consultant will prepare draft Findings of Fact for each significant effect identified in the
Final PEIR and prepare a Statement of Overriding Considerations, if unavoidable
significant impacts are identified As required by the CEQA Guidelines, one of three
findings must be made for each significant effect and must be supported by substantial
evidence in the record The Statement of Overriding Considerations will rely on input
from the project team regarding the benefits of the project
Consultant will consult with the project team to review and finalize the Findings and
Statement of Overriding Considerations for the City s ultimate adoption
Deliverables
Draft and final versions of the Findings of Fact and Statement of Overriding
Considerations (electronic copies)
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TASK F: MEETINGS AND PROJECT MANAGEMENT
The Consultant s Project Manager will serve as the primary contact for the City and
coordinate all communications and tasks across the project team
F.1: Kickoff Meetmg
Consultant will schedule and conduct a project kickoff meeting within two (2) weeks of
notice to proceed This meeting will be structured as a half-day partnering session It will
have multiple purposes to understand City expectations and goals, discuss the work plan,
schedule, and relevant issues and concerns, review and learn about concurrent and related
studies and plans, discuss roles and responsibilities, agree upon a schedule for ongoing
meetings, and confirm appropnate contacts At the partnering session, a focused
discussion on community engagement will also occur to outline the goals of the outreach
effort, identify potential stakeholders, discuss tools and techniques, and map public
events By gaining a clear understanding of the City's expectations at the project outset,
Consultant will avoid rework and delays, delivering a plan that explicitly responds to the
City's needs Further, the partnering session provides the project team a forum to share
aspirations and establish relationships that will last through the life of the project
F.2: Project Schedule
The Consultant's Project Manager will work with City staff to prepare and finalize a
project schedule within two (2) weeks of the kickoff meeting that includes tasks and
milestones that would allow Mixed-use Overlay District to be adopted by the City
Council no later than March 2023
The schedule will include, but is not limited to, the following
Milestones/tasks with adequate time for staff to review the work products
A timeline for public outreach and meetings with anticipated commission and
Council hearings, study sessions, and individual meetings with City Councilmembers
as necessary
Tribal outreach in compliance with SB 18 and AB 52 regulations, and
An anticipated environmental review strategy and timeline
F.3: Project Coordmation
Consultant will coordinate and establish a regular biweekly (i e every two weeks) check-
in call City and Consultant project managers will invite other participants to this call as
needed These periodic check-ins will chart completed tasks and status of ongoing work,
reaffirm key milestones and deliverables, and flag any anticipated issues that may impact
the schedule or budget These meetings may be held via conference call or in person at
the City's offices (consistent with COVID public health guidelines) Consultant will
prepare a meeting summary, including action items, for each meeting, and coordinate
with staff to create and make presentations to the City and/or stakeholders as necessary
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F.4 Council and Commission Meetings
The Consultant s project manager and relevant team members will attend at a minimum
two (2) Planning Commission and two (2) City Council public hearings
H. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A Summary Memorandum and Pro Forma Analysis
B IS/NOP (electronic copy, five [5] hard copies with appendices on CD, and 20
CDs/flash drives)
C SCH Summary Form and IS/NOP uploaded to SCH website
D NOP posted with the Los Angeles County Clerk
E Notice of Completion (NOC) Form (electronic copy, one [1] hard copy)
F PowerPoint meeting presentation, scoping comment cards, and meeting
notes/comment summary
G Technical analyses included directly in individual technical memorandums or directly
in the applicable PEIR sections (electronic copies)
H Administrative draft PEIR (electronic copy)
I Screencheck draft PEIR (electronic copy)
J Proofcheck draft PEIR(electronic copy)
K Public review draft PEIR (electronic copy, 20 hard copies with appendices on CD,
and 40 CDs/flash drives with public review draft PEIR plus appendices)
L SCH Summary Form (electronic copy, 15 hard copies) plus CDs with public review
draft PEIR and appendices
M Draft and final versions of the RTC memorandum (electronic copies)
N Draft and final versions of the MMRP (electronic copies)
O Administrative, screencheck, public review, and final PEIR (electronic copy, 20 hard
copies with appendices on CD, and 40 CDs/flash drives with final PEIR plus
appendices)
P Draft and final versions of the Findings of Fact and Statement of Ovemding
Considerations (electronic copies)
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III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance by delivering the
following status reports
A Biweekly updates, containing information on all work completed to date and any
potential concerns relating to future delays or issues completing work
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City
V. Consultant will utilize the following personnel to accomplish the Services:
A Gaurav Snvastava, AICP —Project Manager/Planning Lead
B Cathenne Tang Saez—Planner/Urban Design and Planning
C Nicole Cobleigh—CEQA Specialist/PEIR Lead
D Brandon Whalen-Castellanos—Planner/Environmental Planning
E Adam Poll, LEED AP BD+C — Air Quality Specialist/Air Quality-GHG-Energy
Analyses
F Sarah Corder, MFA—Architectural Histonan/Histonc Building Resources (Optional)
G Heather McDevitt, PRA—Archaeologist/Tnbal-Cultural Resources
H Jonathan Leech, AICP, INCE — Environmental Planner/Acoustics
I Dennis Pascua—Transportation Planner/Mobility and Parking
J Christopher Starbird—GIS Analyst/Geographic Information Systems
K Joan Isaacson (K&W)—Outreach Specialist/Public Outreach
L Jenna Tourje(K&W)—Facilitation Specialist/Pubic Outreach
M Lance Hams (Pro Forma) — Land Use Economist/Market Analyst (Optional)
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EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in stnkethrough
I Section 1. 1, Scope of Services, is hereby amended as follows:
1 1 Scope of Services
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the `Scope of Services' , as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the `services" or "work" hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, expenence, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, expenence and talent, perform all services described herein
hereunder Consultant covenants that it shall perform the work and services with the skill and
care ordinarily exercised by members of the same profession practicing under similar
circumstances and that all materials will be both of good quality as well as fit for the purpose
intended - . . . -.. - - - • -- -- - - - - - - - - - '- - . -
II. Section 2.6, Grant Funds, is hereby added to Article 2, Compensation and Method
of Payment, as follows:
2.6 Grant Funds
The City will utilize grant funds awarded by the California Department of Housing and
Community Development under Senate Bill No. 2 and supplemental funds from the Local
Early Action Planning (LEAP) Grants Program. City will seek reimbursement for its
compensation to Consultant. Consultant will reasonably cooperate in good faith to support
City's compliance with requirements imposed on City by the provisions of the Senate Bill 2
Planning Grants Program and the LEAP Grants Program
B-1
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Consultant shall perform the following Services at the following rates:
See Exhibit-C-1'
H. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services.
Not Applicable
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 2.3.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A Line items for all the work performed, the number of hours worked, and the hourly
rate including the identification of each employee, contractor, or subcontractor who
provided services during the period of the invoice
B Line items for all materials and equipment properly charged to the Services
C Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
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EXHIBIT "C-1"
RATES
Dudek Labor Hours and Rates Subconsultant Fees
Sr Urban EIR Project Environmental Air QualrtyfGHG1 Environmental Noise Analysis Transportation Publications Development
Project Team Role Project Manager Designer Planner Manager Analyst Energy Analyst Specialist III Planner Lead Analysis Lead GIS Analyst Specialist Outreach Feasibility
1111111 Gaurav Catherine Targ Whalen, Heather Chrlstophor Chelsea
TOTAL Dl1DFK OTHERTeiar111ernbet-. Srivastava Sae: Analyst III Nicole Coblmgh Castellanos Adam Poll Sarah Corder McDevitt Jonathan Leech Dennis Pascua Starbird Ringenbaek
DUDEK I ABOR
Kearns&West Proforma Advisors DIRECT
Billable Rate $230.00 $16000 $10000 523000 510000 $180.00 5160.00 5170.00 524500 $245.00 $160.00 $95.00 HOURS COSTS Fee Fee COSTS TOTAL FEE
Task A Research II Analysis
A.1 Data Gathering and Literature Review 4 16 40 60 $7,480 00 12000 $7 60000
A.2 Best Practices and Emerging Trends 4 16 24 44 _ $5,88000 5 88000
A 3 Site Confirmation 4 40 24 68_ S9 72(100 S9 72000
A 4 High- level Development Feasibil 1;1000 00 S/.000.00
Subtotal Task A 12 72 88 172 523,080.00 120.00 $30,200.00
Task B itillited4se Overlay Ordinancs 111...1111111117
B I Dial!ark)Final Ordinance 20 '1 120 160 300 $39800 00 539 800(X)
Subtotal Task B 20 I 120 160 _ 3.0.0_ $_30_,_800_.00 30,800.00
Task C Westonwt Avenue Specific Plan and General Plan Update r
C1 Review of CviSl',j F are 1 8 ib 28 S3,80000 3 800 00
t---—
C 2 Oran and Final Updates r t 40 160 208 $2424000 S24,240 00
Subtotal Task C 12 48 176 231 $28,040.00 28,040.00
Task D Public Participation&Outreach
01 Outreach Plan 6 $1,10000 $3 100 OC S4 70000
02 Targeted Stake,clderOutreach8 4 r12 $2,48000 $6.40000 24000 $91200000
0 3 Community Events 8 40 40 12240.00 $20.300.00 3 00000 535,540 00-
Subtotal Task D 18 48 40 100 $15,820.00 3,240.00 $ 49,360.00
Task E Pre re Environmental Documents
i 1 Inrtal Study,NOP,and Scot,,1 i Meeting 32 40 4 24 100 $14 280 00 S75000 S15,030 00
E 2 Program-level Technical Studios 6 80 60 60 8 214 $46.460.00 46,46000
E.3 Admin Daft PEIR 40 140 16 8 204 $27.200.00 27.20000
E4 Public Draft PE IR 40 80 40 160 $21,00000 550000 52150000
E.5 Final PEIR&fv1MRP 32 60 -
i---,
16 108 $__14,88000 200.00 S15.08000
E 6 wings of Fact&Statement of Overriding Considerations 8 32 8 48 $5,800.00, 5,800 CO
Subtotal Task El- 158 362 80 18 80 80 28 N 834 $121,120.00 1,450.00 $1.31,070.00
Task F Project Management 1
F 1 Kickoff Meetirr; 4 4 4 12 $2,480.00 S12000 $2,600.60
F.2 Pr_T.:lScheduie 4 2 6 51,38000 1,38000
F3 Protect Coordination 7 72 16 34 122 $26 94000 60000 $27 540 00
Subtotal Task F. 80 i 20 - 40 140 $30,800.00 720 CO $31 52000
Total Hours 142 308 464 352 80 0 In 60 60 20 88 1788
Total S32 660 00 549.280 00 $46 400 00 $45.540 00 535.200 00 514.400 00 SO 00 $2 720 00 514.700 00 514 700 00 53.200.00 58 360 00 267 160.00 530.300 00 17,000.00 $ 5,530.00 $300,600.00
Percent of Hours(Base) 8%179E 16%11% 20%4%0%1%39O 3%1%5%
C-2 B-40
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
DATA&ANALYSIS
STANDARDS&
CEQA
ADOPTION&
0
REGULATIONS IMPLEMENTATION
0 0 0
A.1:DATA GATHERING,SITE
CONFIRMATION,AND
LITERATURE REVIEW
II
A.2:BEST PRACTICES AND EMERGING TRENDS
A.3:SITE CONFIRMATION
OPTIONAL A.4:MARKET
ANALYSIS
is
OPTIONAL A.5:PROFORMA ANALYSIS
TASK B:MIXED-USE OVERLAY ORDINANCE
TASK C:WESTERN AVE SP&GENERAL PLAN UPDATE
C.i:REVIEW
C.2:DRAFT AND FINAL UPDATES
TASK D:PUBLIC PARTICIPATION AND OUTREACH
C1:OUTREACH PLAN
C.2:TARGETED KEY STAKEHOLDER OUTREACH
L.—• 0-41,
C.3:COMMUNITY EVENTS
TASK E:PREPARE ENVIRONMENTAL DOCUMENTS
E.1:INITIAL STUDY,NOP AND J
SCOPING MEETING
I
E.2:PROGRAM LEVEL TECHNICAL ANALYSES_
E.3:ADMINISTRATIVE DRAFT PER
s
E4:PUBLIC REVIEW FINAL PER
mi a
E.S:FINAL PER,RESPONSE TO COMMENTS,MMR
OPTIONAL E.7:CULTURAL SURVEY&REPORT E.6:FINDINGS OF FACT,
OVERRIDING CONSIDERATION
TASK F:PROJECT MANAGEMENT
F.1:KICKOFF MEETING F.4:COUNCIL&PLANNING
I I_.COMMISSION MEETINGS
F.2:PROJECT SCHEDULE
III o'
F.3:PROJECT COORDINATION N
411-0-0--4--• i}} •-•-•-•-•-• ?
N •-•-•-•-•->• o-
N N T
o Oa VI
E p G
N 3 N 1 N O YS2E5DOC
CG m Q m
I: Z 7 I2 Q m
W 3 MONTHS 3 3 MONTHS W 8 MONTHS a 4 MONTHS EIt
4:v, s LL
18 MONTHS
D-1
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H. Consultant shall deliver the following tangible work products to the City by the
following dates.
A Draft of code amendment, Specific Plan and General plan update, and environmental
assessment in February 2022
B Final draft of code amendment, Specific Plan and General plan update, and
environmental assessment in July 2022
C Revised final draft of code amendment, Specific Plan and General plan update, and
environmental assessment incorporating final input from City in March 2023
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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