CC SR 20241001 G - ESA PSA Amendment
CITY COUNCIL MEETING DATE: 10/01/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve an amendment to the Professional Services
Agreement with Environmental Sciences Associates to provide environmental services
for the City’s 6th Cycle Housing Element.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 5 to the Professional Services Agreement (PSA) with
Environmental Sciences Associates (ESA) to extend the agreement term to
September 30, 2025 to provide continued environmental support services for the
City’s 6th Cycle Housing Element; and
(2) Authorize the Mayor and City Clerk to execute Amendment No. 5 to the PSA with
ESA in a form approved by the City Attorney.
FISCAL IMPACT: There is no fiscal impact, as the request is solely to extend the
agreement term to September 30, 2025 with no additional budget
request at this time. There is approximately $18,802 remaining in the
ESA contract budget.
Amount Budgeted: $250,000
Additional Appropriation: N/A
Account Number(s): 101-400-4120-5101
(General Fund – Planning Division/Professional Services) VR
ORIGINATED BY: Jessica Bobbett, Senior Planner
REVIEWED BY: Brandy Forbes, Director of Community Development
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 5 to Professional Services Agreement with ESA (page A-1)
B. ESA Amendment No. 5 Request Letter (page B-1)
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CITYOF RANCHO PALOS VERDES
fPJ
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BY
BACKGROUND:
On March 2, 2021, the City Council approved a one-year PSA with ESA to complete the
City’s 2021-2029 Housing Element Update of the City’s General Plan, with an option to
renew one additional year, for a contract sum of $238,749. On July 19, 2022, the City
Council approved Amendment No. 1 to the PSA with ESA to increase compensation by
$29,340 for a new contract sum of $268,089 and to extend the term to August 31, 2023
to complete updates to the Housing Element (one of several elements that make up the
City’s General Plan).
On August 11, 2022, the City Council adopted the City’s 2021-2029 Housing Element and
associated environmental analysis, which included the preparation of a Negative
Declaration. Subsequently, the document was submitted to the California Department of
Housing and Community Development (HCD) for review for compliance with state law.
On October 14, 2022, HCD informed the City’s Planning Division that although the City’s
adopted Housing Element addressed many of the statutory requirements that HCD
requested, additional revisions were being requested to ensure compliance with the
state’s housing element law.
In response to the comments received by HCD and make the necessary revisions, the
City Council, on June 20, 2023, approved Amendment No. 2 to augment the scope of
work to update the City’s 2021-2029 Housing Element, increase compensation
accordingly by $14,000 (with a contingency of $6,000) for a new contract sum of
$288,089, and extend the term to December 29, 2023.
On September 14, 2023, the Community Development Department submitted a revised
2021-2029 Housing Element to HCD, addressing its comments and initiating a 60-day
review of the revised document.
On October 10, 2023, ESA submitted a proposal to reevaluate and augment, as needed,
the environmental analysis prepared for the City’s 2021-2029 Housing Element in
anticipation of revisions and updates requested by HCD.
On November 14, 2023, the City Council approved Amendment No. 3 to the PSA with
ESA to increase compensation by $30,350 (with a contingency of $5,000) for a new
contract sum of $318,439, to extend the term to May 31, 2024, and to augment the scope
of work to update the City’s 2021-2029 Housing Element in response to additional
comments received by HCD.
On April 16, 2024, the City Council adopted the revised Housing Element, Land Use
Element, and Land Use Map, and approving the Addendum to the previously prepared
Negative Declaration (Resolution No. 2024-16 and Resolution No. 2024-17), and adopted
Urgency Ordinance No. 678U, adopting the Zoning Code amendments required by
Program 1 of the Housing Element. Staff subsequently submitted the adopted documents
to HCD for a 60-day compliance review with State Housing Law. The adoption of the
Housing Element and implementation measures were a result of the assistance and
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expertise provided by ESA. The April 16, 2024 City Council staff report for the
consideration of the Revised Final Housing Element is available for review.
On May 21, 2024, the City Council approved Amendment No. 4 to the PSA with ESA to
increase compensation by $5,800 (with a contingency of $5,000) for a new contract sum
of $329,239, to extend the term to September 30, 2024, and to augment the scope of
work to finalize the Housing Element update process. This work included: updating the
electronic sites inventory to submit to HCD, preparing a final clean copy of the Housing
Element, and providing any necessary environmental support in conjunction with the
adoption of the regular ordinances necessary to effectuate the adopted Housing Element.
On June 4, 2024, City Council adopted Urgency Ordinance No. 680U which amended
Title 17 (Zoning) to effectuate the Revised Final 2021 -2029 Housing Element,
incorporating non-substantive revisions that were recommended by HCD. The City
Council also introduced Ordinance No. 681 to amend Title 17 (Zoning) to effectuate the
Revised Final 2021-2029 Housing Element by regular ordinance.
On June 18, 2024, as part of the second reading of Ordinance No. 681, at the request of
Mayor Pro Tem Alegria and Councilmember Bradley, the City Council directed Staff to
evaluate properties that could be removed from the Housing Sites Inventory while
remaining in compliance with state housing laws. The City Council directed Staff to
reassess the Housing Sites Inventory, in response to a statement made by HCD’s Analyst
Fidel Herrera that the City exceeded its RHNA. A copy of the June 18, 2024 City Council
staff report is available for review.
Following an evaluation of the Housing Sites Inventory, the City Council, on September
3, 2024, directed staff to assess potentially removing Site Nos. 16 (Clipper Road lot), 18
(vacant lot adjacent to UCLA site), and 19 (UCLA site) from the Housing Sites Inventory.
As a result, Staff must prepare a draft amended Housing Element to remove the specific
sites for HCD formal review to determine if the removal of the specific site(s) would still
allow the Housing Element to be in compliance with State Housing Laws. A copy of the
September 3, 2024 City Council staff report is available for review.
DISCUSSION:
Upon submittal to HCD of proposed draft amendments to the Council-approved Housing
Element, Staff may receive further direction from HCD that may require additional
environmental support and may require consultation with ESA to provide an appropriate
response. On September 16, 2024, ESA submitted a proposal to extend the contract in
order to provide ongoing environmental input and support services on an as-needed basis
to the City. ESA submitted PSA amendment request No. 5 (Attachment B) to extend the
term by an additional year from September 30, 2024 to September 30, 2025. At this time,
the amendment does not require any revisions to the budget or adjustment in scope of
work. There is approximately $18,802 remaining in the ESA contract budget; should
additional funds be necessary, staff will return to Council for approval.
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Staff believes ESA’s request is appropriate given the direction from City Council to
consider amendments to the City’s adopted 2021-2029 Housing Element.
CONCLUSION:
Given the need for these services, Staff recommends the City Council approve
Amendment No. 5 to the PSA with ESA and to authorize the Mayor and City Clerk to
execute Amendment No. 5 in a form approved by the City Attorney. Approval of
Amendment No. 5 would solely extend the term of the agreement by an additional year
(through September 30, 2025) should ESA’s services be required in the future.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action s are available for
the City Council’s consideration:
1. Do not approve Amendment No. 5 to the PSA with ESA and provide additional
direction to Staff.
2. Take other action, as deemed appropriate.
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AMENDMENT NO. 5
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(Amendment No. 5) by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (City), and ENVIRONMENTAL SCIENCES ASSOCIATES, a
California corporation (Consultant), and is effective as of October 1, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated March 2, 2021 (“Agreement”) whereby Consultant agreed to provide professional services
to complete the City’s 2021-2029 Housing Element Update of the City’s General Plan (“Services”)
through March 2, 2022, for a Contract Sum of $238,749.48.
B. Pursuant to Section 3.2 of the Agreement, the Consultant requested an extension of
the time period specified in the Schedule of Performance and the City provided written notice on
April 27, 2022, authorizing continuation of services through August 27, 2022.
C. Based on significant changes required to this cycle’s Housing Element, the
California Department of Housing and Community Development (HCD) provided the City with
significant comments, and finalizing the Housing Element has taken more time than anticipated.
D. On July 19, 2022, the City Council amended the Agreement (“Amendment No. 1”)
to extend the Term by one year through August 31, 2023, and to increase compensation by $29,340
for a new Contract Sum of $268,089.48. The fee increase included a $10,000 contingency in the
event that the consultant was required to address additional rounds of revisions based on HCD
comments prior to the certification of the Housing Element. The contingency amount would only
be utilized upon authorization by the City’s Contract Officer. The City’s Contract Officer
authorized use of the contingency.
E. On June 7, 2023, the City Council amended the Agreement (“Amendment No. 2”)
to extend the Term by one year through December 29, 2023, and increase compensation by
$20,000 for a new Contract Sum of $288,089.48. Such increase in the Contract Sum included a
$6,000 contingency in the event that the consultant was required to address additional rounds of
revisions based on HCD comments prior to the certification of the Housing Element. The
contingency amount would only be utilized upon authorization by the City’s Contract Officer. The
City’s Contract Officer authorized use of the contingency.
F. On November 14, 2023, the City Council amended the Agreement (“Amendment
No. 3”) to extend the Term by one year through May 31, 2024, and increase compensation by
$30,350 for a new Contract Sum of $318,439.48. Such increase in the Contract Sum included a
$5,000 contingency in the event that the consultant was required to address additional rounds of
revisions based on HCD comments prior to the certification of the Housing Element. The
contingency amount would only be utilized upon authorization by the City’s Contract Officer. The
City’s Contract Officer authorized use of the contingency.
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G. On May 21, 2024, the City Council amended the Agreement (“Amendment No. 4”)
to extend the Term by one year through September 30, 2024, and increase compensation by
$10,800 for a new Contract Sum of $329,239.48. Such increase in the Contract Sum includes a
$5,000 contingency in the event that the consultant is required to address additional rounds of
revisions based on HCD comments and to provide additional environmental review prior to the
certification of the Housing Element.
H. On September 3, 2024, the City Council directed staff to consider amendments to
the Sites Inventory Analysis for the adopted 2021-2029 Housing Element. City and Consultant
wish to extend the Term of the Agreement to September 30, 2025, to provide ongoing input and
support to the City. No change will be made to the Contract Sum of $329,239.48.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 3.4, Term, is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services
but not exceeding the date hereof May 31, 2024, September 30, 2025, except as
otherwise provided in the Schedule of Performance ( Exhibit D").
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1
through 5, all provisions of the Agreement, as amended, shall remain unchanged and in full force
and effect. From and after the date of this Amendment, whenever the term “Agreement” appears
in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 5 to
the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement, as amended. Each party represents and warrants to the other that
there have been no written or oral modifications to the Agreement, as amended, other than as
provided herein. Each party represents and warrants to the other that the Agreement, as amended,
is currently an effective, valid, and binding obligation.
Contractor represents and warrants to City that, as of the date of this Amendment No. 5,
City is not in default of any material term of the Agreement, as amended, and that there have been
no events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement, as amended.
City represents and warrants to Contractor that, as of the date of this Amendment No. 5,
Contractor is not in default of any material term of the Agreement, as amended, and that there have
been no events that, with the passing of time or the giving of notice, or both, would constitute a
material default under the Agreement, as amended.
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4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 5.
5. Authority. The persons executing this Amendment No. 5 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 5 on behalf of said party, (iii) by so executing this
Amendment , such party is formally bound to the provisions of this Amendment, as amended, and
(iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney
CONSULTANT:
ENVIRONMENTAL SCIENCES
ASSOCIATES, a California corporation
By:Albert Cuisinot (Sep 20, 2024 12:31 PDT)
Name: Albert Cuisinot
Title: Chief Financial Officer
By:
Name: Ruta K. Thomas
Title: Senior Vice President
Address: 626 Wilshire Blvd. Suite 100, Los
Angeles, CA 90017
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
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01203.0005/1016389.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2024 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
NUMBER OF PAGES
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE
A 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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01203.0005/1016389.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2024 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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RPV - ESA Agmt Amendment No. 5(1016389.2)
_approved
Final Audit Report 2024-09-20
"RPV - ESA Agmt Amendment No. 5(1016389.2)_approved" His
tory
Document created by Sheena Lau (slau@esassoc.com)
2024-09-20 - 4:36:10 PM GMT- IP address: 45.62.187.160
Document emailed to Albert Cuisinot (acuisinot@esassoc.com) for signature
2024-09-20 - 4:36:53 PM GMT
Email viewed by Albert Cuisinot (acuisinot@esassoc.com)
2024-09-20 - 7:30:55 PM GMT- IP address: 24.4.106.105
Document e-signed by Albert Cuisinot (acuisinot@esassoc.com)
Signature Date: 2024-09-20 - 7:31:10 PM GMT - Time Source: server- IP address: 24.4.106.105
Document emailed to Ruta Thomas (rthomas@esassoc.com) for signature
2024-09-20 - 7:31:13 PM GMT
Email viewed by Ruta Thomas (rthomas@esassoc.com)
2024-09-20 - 8:50:57 PM GMT- IP address: 104.28.85.127
Document e-signed by Ruta Thomas (rthomas@esassoc.com)
Signature Date: 2024-09-20 - 8:51:14 PM GMT - Time Source: server- IP address: 107.77.229.154
Agreement completed.
2024-09-20 - 8:51:14 PM GMT
Created:
By:
Status:
2024-09-20
Sheena Lau (slau@esassoc.com)
Signed
Transaction ID: CBJCHBCAABAAcjTY1Hc21CfrHlf22wU1ogQlOoBmvmuL
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633 West 5th Street
Suite 830
Los Angeles, CA 90071
213.599.4300 phone
213.599.4301 fax
esassoc.com
September 16, 2024
Octavio Silva
Deputy Director of Community Development
City of Rancho Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Subject: Rancho Palos Verdes 2021-2029 Housing Element –Contract Amendment Request #5
Dear Octavio:
As you are aware, the ESA team has been working with the City on the 2021-2029 Housing Element Update and
the associated environmental analyses in accordance with out contract dated November 14, 2023. During the
process, there have been four contract amendments and the contract currently has a total budget of
$329,239.48 (original contract amount plus Amendments 1, 2, 3, and 4 including the associated contingency).
In addition, Amendment 4 extended the timeline for the contract to September 30, 2024. The City Council
adopted the Revised Final 2021-2029 Housing Element, General Plan amendments, Local Coastal Program
amendment, zoning code amendments and zone changes on June 18, 2024.
However, the City Council recently directed staff to consider amendments to the adopted 2021-2029 Housing
Element. In light of this recent direction, the purpose of this amendment request is to extend the timeline for
the contract to September 30, 2025 to provide ongoing input and support to the City. This amendment request
does not include any revisions to the budget. If additional budget is needed based on the effort and decisions
during the review of materials and process necessary to implement the City Council direction, a separate
contract amendment request will be submitted.
If you have any questions, please feel free to contact me at (310) 266-8331.
Sincerely,
Luci Hise-Fisher, AICP
Project Manager
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