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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDIW-
HOUSING
This Agreement is made and entered into this Bil day of , 2012 by and
between the City of Arcadia, a charter city organized under the Constitution and laws of
the State of California with its principal place of business at 240 West Huntington Drive,
Arcadia, California 91066 -6021 ( "City ") and RBF Consulting, a company of Michael
Baker Corporation, a California Corporation, with its principal place of business at
14725 Alton Parkway Irvine, California ( "Consultant "). City and Consultant are
sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing
development, infrastructure, planning and environmental services to private and public
clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services to update the Housing
Element for the 2014 -2021 cycle ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the Project ( "Services "). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
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3.1.2 Term. The term of this Agreement shall be from , 2012
to November 30, 2013, unless earlier terminated as provided herein. Consultant shall
complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or different
services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement is follow:
David Barquist, AICP, Principal for RBF Consulting.
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3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his or her
designee, to act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates David
Barquist, or his or her designee, to act as its representative for the performance of this
Agreement ( "Consultant's Representative "). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
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without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insured under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations (2) Automobile Liability:
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Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self- insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability. $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000.00 If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability. $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability. Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
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agents and volunteers shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
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endorsements effecting coverage required by this Agreement on forms satisfactory to
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Ninteen
Thousand Nine Hundred and Sixty Eight Dollars ($19,968) without written approval of
the City Manager. Extra Work may be authorized, as described below, and if authorized,
will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
• • •- • •
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
A, .
M
RBF Consulting, a company of Michael Baker Corporation
14725 Alton Parkway
Irvine, CA 92618 -2027
Attn: David Barquist, AICP, Principal
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Jason Kruckeberg, Assistant City Manager/
Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
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confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, to the extent arising out of or incident to any alleged negligent
acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance
of the Services, the Project or this Agreement, including without limitation the payment
of all reasonable attorney's fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by
Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant shall
defend at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted
against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any
such suit, action or other legal proceeding to the extent arising from Consultant's
negligent performance of the Services, the Project or this Agreement; except to the
extent that liability is caused by any negligence or willful misconduct by the City or its
directors, officials, officers, employees, agents or volunteers. Consultant shall
reimburse City and its directors, officials, officers, employees, agents and /or volunteers,
for any and all reasonable legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, employees, agents or volunteers and shall take
effect immediately upon execution of this Agreement.
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3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
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3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
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3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Dominic Lazzat
City Manager
Date: 2-o l-
ATTEST:
RBF Consulting, a Company of
Michael Baker Corporation
Michael Burke
Executive Vice President
Date:
Revised 07/12
13
EXHIBIT "A"
A -1
X R A _D1 [. 1
The City of Arcadia is requesting the services of a highly qualified Housing Element consultant to assist
the City in completing the State - mandated Housing Element Update. The 2014 -2021 Housing Element
must be updated to comply with the current RHNA process and new statutory requirements. The
approach of the RBF Team will be to provide the highest level of technical expertise to assist the City of
Arcadia in achieving certification by HCD and approval by the City Council within the timeframes
established by State law. Our Scope of Work reflects the tasks necessary to achieve compliance with the
statutory requirements as contained in State Housing Element Law.
COMPLIANCE WITH STATE HOUSING ELEMENT LAW
The City of Arcadia's Housing Element must comply with State Housing Element Law in order to achieve
certification by HCD. RBF provides a strong understanding of Housing Element Law, which will assist City
staff and elected officials in understanding the implications of non - certification. RBF's approach will be
to educate and inform through outreach activities and continuous communication with staff and elected
officials.
Key considerations relate to compliance with recent legislation, including:
• SB 812 — Requires cities and counties to include an analysis of the housing needs of the
developmentally disabled in the analysis of special housing needs in their Housing Elements.
• SB 375 — Establishes deadlines for Housing Element certification as well as deadlines for Housing
Element rezoning programs.
• AB 1867 — For local governments, changes the eligibility requirements for the substantial
rehabilitation of units for purposes of meeting housing element and regional housing needs
assessment (RHNA) requirements.
The City's draft RHNA allocation for the 2014 -2021 Planning Period is 1,054 new housing units, with 443
housing units in the Very -Low and Low - income categories. The final 2014 -2021 RHNA allocations will not
be available until October 2012, therefore the final determination of adequate sites will be based upon
the final adopted RHNA allocations. Since the city has recently completed the prior housing element to
accommodate 2,149 units, the RBF team believes the current RHNA allocations will not require the
evaluation of new sites.
Additionally, recent demographic and housing data is available to update the Community Profile and
housing needs assessment section of the Housing Element. The 2010 Census will be used to update
,�. ARCADIA HOUSING ELEMENT UPDATE I Approach and Scope
:�.o.M ..
Your Path to HCD Certification
these sections, along with data from the American Community Survey, HUD and State Department of
Finance.
One of the most important considerations relate to the City of Arcadia's ability to provide adequate
funding to contribute to its policy programs in light of municipal budget challenges and the dissolution
of the City's Redevelopment Agency. Particular attention should be paid to the Implementation
chapter of the General Plan, which indicates a number of programs to be funded by the recently
dissolved Redevelopment Agency.
RBF understands the City's limited in -house resources to devote full -time staffing for the completion of
the Housing Element Update. The RBF Team's intent is to provide a turnkey approach to the Housing
Element Update to the greatest extent feasible. RBF's approach shall provide comprehensive services
that will minimize the level of work to be performed by City staff. A list of anticipated data that will be
requested from the City is provided in the Scope of Work.
COMMUNITY ENGAGEMENT
RBF recommends a targeted, effective outreach effort to assist the public, stakeholders and
elected /appointed officials in understanding the update process, its implications, and the various
methods of achieving compliance with State Law. Community engagement in the Housing Element
planning process is an important component to an effective and easily implemented policy program.
Through stakeholder meetings, community workshops, and other outreach activities, RBF Consulting
believes successful interaction with the public will assist in developing policy that reflects community
needs and concerns. RBF has extensive community outreach experience which will benefit the City's
efforts.
It will be critical to ensure that community organizations and other interested parties are provided the
opportunity to engage in the process. The City of Arcadia should strive to make these groups a working
partner in the policy development process. In an effort to reduce costs associated with this effort, RBF
will provide supportive services to Arcadia as an optional task.
'I llill*ili fliTiMli'llill!] 1111115:1111
The key to a successful Housing Element is to structure the document so that it is user - friendly for City
staff, elected officials, and the general public. RBF prides itself on creating policy documents that are
user - friendly, concise and easily updated. We understand Housing Elements are not static documents;
Clear 4 Concise f Defensible Documents
I en DiA
therefore, it is important that the Housing Elemen a organized in a manner that is conducive to easy
revisions. Since the statutory requirements of Housing Elements include numerous provisions for
evaluating previous progress, it is also critical that the format and presentation of data provides a
framework that can be used effectively in future updates and yearly reporting requirements. RBF's
extensive experience producing successful housing elements will be beneficial during the update of
Arcadia's recent 2010 Housing Element.
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RBF believes it is prudent and sound professional practice to involve HCD staff from the initial stages of
the update process. RBF has enjoyed a long -term and positive professional relationship with HCD staff. It
is intended that HCD will be consulted from the very beginning of the Update process. This may involve
possible visits with HCD staff, informal discussion on policy and programs, and identification of potential
issues within the existing Housing Element. The RBF Team will continue interaction with HCD through
the Housing Element Update process in order to resolve any issues and make certification a seamless
process.
SCOPE OF SERVICES
The following work program has been prepared pursuant to the information contained in the City of
Arcadia's Request for Proposals to update the existing 2010 Housing Element. Throughout the project,
RBF will ensure quality control, schedule timeliness, and budget control.
TASK 1.0: PROJECT ORIENTATION AND KICK -OFF MEETING
Initial orientation of the Housing Element Work Program is essential to the development of a
streamlined and effective process that achieves its objectives. The RBF Team will participate in a Kick -Off
Meeting with Arcadia staff to discuss the Update process, answer questions, provide data, and exchange
other information. The Kick -Off Meeting will result in a confirmed project schedule, including hearing
dates, submittal of work products and other issues pertinent to the effective completion of the work
program.
Prior to the Kick -Off Meeting, RBF will provide the City with a listing of pertinent City data that is
necessary to complete the work program. All data gaps will be identified at the Kick -Off Meeting. RBF
anticipates a "turnkey approach" for data collection to the greatest extent feasible. RBF will request only
information that is proprietary to the City to minimize the work effort required by City staff.
Additionally, RBF staff will be available to provide City staff with on -sitg assistance with data gathering.
... .��. ARCADIA HOUSING ELEMENT UPDATE Approach and Scope
a «mo.M
Your Path to HCD Certification
As part of this task, RBF will review pertinent background documents, such as the current General Plan
t
and Housing Element, to become familiar with the City's current policy framework, needs and
opportunities.
TASK 1,0 DELIVERABLES:
Attendance at Kick -Off Meeting
Confirmed project schedule
Review of background documents
Review of 2010 Housing Element
TASK 2.0: ASSIST CITY WITH THEIR PUBLIC PARTICIPATION
PROGRAM (OPTIONAL)
As an optional task, the RBF Team will assist the City staff with the workshop preparation and help to
prepare a report and presentation.
StJBTASK 2.1: MEETING ATTENDANCE
OF will assist the City at three (3) community and stakeholder workshop during the
development of the Housing Element. RBF assumes that the City will prepare all materials for
the workshops including the pre- workshop informational flyer, meeting PowerPoint
presentations, and other materials. RBF will assist the City at the meetings and help prepare a
report and presentation. A total of 14 staff hours have been assumed for this optional task.
TASK 2.0 DELIVERABLES:
W, Assist staff with Workshop Attendance
V, Assist staff with Workshop Summary Report and Presentation
TASK 3.0: CITY OF ARCADIA HOUSING PROFILE REPORT
This task shall form the foundation for policy analysis and program development of the Housing Element
Update. RBF will develop a document containing updated demographic, economic, and housing data
that will synthesize the development of the various components to the Housing Element. The 2010
Census will be used to update these sections, along with data from the American Community Survey,
HUD and State Department of Finance. All data and analysis contained within the Profile Report will
contain the necessary information requested by HCD. RBF will utilize HCD's standard review checklist as
a guideline to ensure required data is contained within the profile report. The Housing Profile Report will
contain the following components:
Clear + Concise + Defensible Documents
A 11t-A nrA
SUBTASK 3.1: NEEDS ANALYSIS
RBF will provide a thorough analysis of demographic characteristics, population trends and
housing market conditions for the City of Arcadia. RBF will compile relevant data to provide
analysis of the following components:
Population
This section will include current population and recent trends including the amount and rate of
population growth. Population and rates of jurisdiction growth will be compared to the
countywide or regional total and to surrounding jurisdictions.
Employment Trends
RBF will provide analysis of employment trends including major employers and jobs held by
Arcadia residents by sector. This analysis will provide supportive data for analyzing future
housing need as it relates to future demand and housing affordability.
Houseliold Characteristics and Housing Stock
RBF will provide analysis for household formation and composition of housing stock by size, type
and tenure. Vacancy rates, age of housing stock, housing conditions will also be analyzed. RBF
will provide a thorough analysis of existing and new home price trends for resale and new home
prices in the City. Analysis of monthly mortgage payments and qualifying incomes for these
properties will also be conducted. This will provide the necessary data to complete an
affordability gap analysis that compares homeownership and rental costs to the ability to pay. In
addition, RBF will identify housing choice dynamics to assist in the creation of housing policy.
Housing Needs
Analysis of future housing needs will include the 2014 -2021 SCAG Regional Housing Needs
Assessment construction need allocations for the City of Arcadia. The existing need analysis will
address overpayment and overcrowding.
Population segments in Arcadia that are considered special needs groups, due to the higher
probability that these groups will have more difficulty in finding decent and affordable housing,
will be analyzed. The Housing Element will provide an analysis of these special needs groups,
including; Elderly Persons, Large Families, Female- Headed Households, Persons with Disabilities
(including those with developmental disabilities), Homeless Persons, and Farm Workers.
.• ARCADIA HOUSING ELEMENT UPDATE I Approach and Scope
Your Patti to HCD Certification
Analysis of housing needs of Extremely Low Income households (those earning less than 30
percent of the median income) will be conducted, pursuant to the requirements of AB 2634.
SUBTASK 3.2: UPDATE HOUSING CONSTRAINTS AND
RESOURCES
Constraints and Resources will include analysis of potential and actual governmental and non-
governmental constraints. Governmental constraints are policies, standards, requirements or
actions imposed by various levels of government as they relate to housing maintenance,
improvement and development. RBF will evaluate the City's General Plan, Zoning Code,
regulatory provisions, parking requirements, density bonus provisions, second unit ordinance,
code enforcement procedures, development fees, and permit procedures and update the
existing Housing Element where necessary. In addition, RBF will evaluate environmental and
infrastructure constraints.
RBF will provide a thorough update to the analysis of non - governmental constraints. Non-
governmental constraints include vacant and underutilized land resources, land prices, costs of
construction, and housing finance methods.
This section will also include an update to the analysis of opportunities for green building and
energy conservation in single - family and multi - family residential units, including existing City
and outside private and public incentive and assistance programs.
SUBTASK 3.3: UPDATE LAND RESOURCES
RBF will update the analysis of undeveloped and underutilized land with the City of Arcadia in
compliance with requirements of State Law (AB 2348). If the analysis indicates an insufficient
number of sites available to meet the 2014 -2021 RHNA need, RBF will provide a recommended
program of actions to achieve an inventory of sites to meet the future need. However, it is
anticipated that the City will have sufficient number of sites available because the 2008 -2014
RHNA (2,149 units) is less than the 2014 -2021 RHNA (1,054 units).
RBF has fully GIS capabilities and will be able to utilize the City's GIS data, supplement by the
most recent tax roll data to ensure the sites analysis are in compliance with AB 2348 and, if
applicable, AB 1233. RBF will provide the City with any revised GIS data for incorporation into
their current database.
Clear Concise + Defensible Documents
. PCAmA
SUBTASK 3.4: UPDATE EVALUATION Or ASSISTED UNITS
State Housing Element Law requires the analysis of government - assisted housing that is eligible
to convert from assisted affordable housing to market rate housing during the next ten years.
RBF will develop an inventory of assisted affordable housing units within the City's jurisdictional
boundaries. This analysis will evaluate units assisted by the City of Arcadia and through county,
state and federal programs.
RBF will provide an update to the existing thorough analysis of the costs of preservation versus
replacement for those units that are identified as at -risk. The updated analysis will include an
evaluation of the required subsidies to preserve the units versus the estimated cost to replace
the at -risk units with new units.
In addition, RBF will provide an update of the analysis of resources available for the preservation
of at -risk units including federal, state and local funding sources.
TASK 3.0 DELIVERABLES:
V, One (1) electronic copy of the Housing Profile Report
TASK 4.0: REVIEW OF HOUSING ELEMENT PAST PERFORMANCE
As required by State law, RBF will review and evaluate the progress of previously stated objectives of the
2006 -2014 Housing Element. RBF will provide analysis of the effectiveness and appropriateness of
previously stated goals, objectives, and program actions. It should be noted that this portion of the
Housing Element Update process requires the highest level of staff interaction. RBF will develop a Matrix
that identifies all policies, programs, and quantified objectives for the previous Housing Element
planning period and the achievement of stated objectives. This will streamline the analysis and provide a
standard format for future revisions.
RBF will provide analysis as to the current applicability and effectiveness of stated programs and suggest
deletion of programs, the addition of new programs, or revisions that will adequately address current
need. This section will also include a summary of recent legislation and necessary policy and program
modifications to address current State Housing Element law. In addition, RBF will provide
recommendations for the development of a tracking system for future housing development activities
to enable effective tracking of future development activity by affordability level.
... .��. ARCADIA HOUSING ELEMENT UPDATE I Approach and Scope
..
Your Path to HCD Certification
TASK 4.0 DELIVERABLES:
r111 One (1) electronic copy of the Past Performance Evaluation Matrix
TASK 5.0: EVALUATE AND UPDATE HOUSING ELEMENT GOALS AND
s
The analysis conducted in the Review of the Housing Element's Past Performance and the Housing
Profile shall provide the foundation for evaluating and updating the Housing Element's Goals and
Policies, and for developing the City's Quantified Objectives for this Housing Element Planning Period.
In response to the municipal budget challenges and the dissolution of the Arcadia Redevelopment
Agency, the RBF Team recommends a more robust review of the funding sources identified for the
Housing Element. Additionally, Chapter 10 (Implementation Plan) of the Arcadia General Plan must
be amended to be address the new budgetary considerations.
TASK 5.0 DELIVERABLES:
W One (1) electronic copy of the Draft Goals and Policies
TASK 6.0: IMPLEMENTATION PROGRAM AND QUANTIFIED OBJECTIVES
The Implementation Program and Quantified Objectives will be finalized for the 2014 -2021 Housing
Element Planning Period. This implementation program will respond to the Review of Past Performance
and retain currently effective programs and discard or adapt those deemed ineffective. The program will
also include monitoring procedures and milestones for assessment purposes.
Quantified Objectives for the Housing Element will reflect the highest number of housing units within
the City that can be constructed, rehabilitated, and conserved during the Planning Period,
understanding the City's available resources and capacity. The Quantified Objectives will be summarized
by state defined income categories, including Very-Low, Low, Moderate, and Above Moderate.
Objectives for Extremely -Low Income households will also be developed, pursuant to requirements of
State law. All quantified objectives will be presented in a table that specifically states the objective,
funding source, agency responsible, and timeline for its implementation. This will enable future
evaluations of Housing Element performance to be completed effectively and with minimal allocation of
staff resources.
TASK 6.0 DELIVERABLES:
h, One (1) electronic copy of the Draft Implementation Program and Quantified Objectives
Clear # Concise # Defensible Documents
A-- C-,�ik IA
A comprehensive Administrative Draft Housing Element will be prepared utilizing the work completed in
previous tasks. The Administrative Draft Housing Element will be provided in Screencheck format for
staff review prior to the public review process. The Administrative Draft will include all analysis, policy
and implementation recommendations, data, and mapping completed in previous tasks. The Element
will provide the necessary data, methodologies, and analysis to comply with all provisions as stated in
State Housing Element Law. RBF will distribute the Administrative Draft Housing Element to the
appropriate staff for review and comment.
RBF will participate in two (2) rounds of comments to the Administrative Draft Housing Element. The
second -round Administrative Draft Housing Element shall incorporate all City comments received during
the first round of draft comments. Upon incorporating the City's comments, RBF will transmit the Draft
Housing Element to HCD on the City's behalf for compliance review. All revisions to the Draft documents
in response to HCD or public review comments will be provided in redline- strike format.
TASK 7.0 DELIVERABLES:
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies (comb bound) of the First
Administrative Draft Housing Element
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies (comb bound) of the Second
Administrative Draft Housing Element
TASK 8.0: FINAL HCD COMMENTS AND FINAL PUBLIC REVIEW DRAFT
Upon submittal of the Draft Element to HCD, RBF will participate in revisions to the document pursuant
to HCD's requests. Upon receipt of the HCD review responses, RBF will work with City of Arcadia staff to
address HCD's concerns by demonstrating compliance with legislative requirements. Any comments of a
substantive nature, which would require change in policy direction, will be identified for consideration
by the City Council. RBF anticipates this task will require minimal, if any, revisions to the Draft Housing
Element. A synopsis of HCD's comments and the recommended changes to the Draft Housing Element
will be provided to City staff.
Upon addressing HCD's review comments, RBF will prepare the Final Draft for public review and
adoption by the City Council. RBF will provide all Housing Element documentation in electronic format
suitable for posting on the City's website.
TASK 8.0 DELIVERABLES:
V Attendance at up to three (3) conference calls with HCD and follow -up communications
.��. ARCADIA HOUSING ELEMENT UPDATE Approach and Scope
Your Path to HCD Certification
One (1) electronic (Word /Excel and pdf), and up to fifteen (15) hard copies of the Final Public Review
Draft Housing Element
(OPTIONAL)
It is assumed the City's Draft Housing Element will require a Negative Declaration pursuant to CEQA, as
no new land use policy changes are anticipated. As a cost - saving measure, RBF assumes Arcadia
planning staff will process the negative declaration as part of the planning process. Should the City
request RBF's assistance, we are providing an optional Scope of Services for a Mitigated Negative
Declaration, which is assumed the highest level of CEQA clearance that will be necessary.
RBF will prepare an Initial Study and Environmental Assessment for the Housing Element concurrently
with the Housing Element Update process. The Initial Study /Mitigated Negative Declaration will include
a project description, location, environmental checklist, analysis of potential environmental effects,
methods for mitigating significant effects and an analysis of consistency with existing plans and land use
controls. RBF will assist City staff in the preparation of the Notice of Availability and Notice of Intent to
Adopt the Housing Element Initial Study/ (Mitigated) Negative Declaration. RBF will disseminate and file
the appropriate notices, as well as the publication of advertisement in the newspaper.
At the conclusion of the 30 -day public review, response to comments will be prepared, constituting the
Final (Mitigated) Negative Declaration. If necessary, a Mitigation Monitoring Program with appropriate
mitigation measures will accompany the Final (Mitigated) Negative Declaration. This documentation will
be brought to the Planning Commission and City Council for review and adoption. This task assumes City
staff will file the Notice of Determination (NOD) with the County of Los Angeles following the adoption
of the Housing Element by the City Council.
TASK 9.0 DF AVERABLES:
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies of the Screencheck Initial Study
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies of the Draft Initial Study
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies of the Draft Mitigated Negative
Declaration
One (1) electronic copy (Word /Excel and pdf) and five (5) hard copies of the Draft Initial Study /(Mitigated)
Negative Declaration for Public Review
One (1) electronic (Word /Excel and pdf) and five (5) hard copies of the Response to Comments and
Mitigation Monitoring Program (if applicable)
One (1) electronic (Word /Excel and pdf) and five (5) hard copies of the Final (Mitigated) Negative
Declaration
One (1) electronic (Word /Excel and pdf) of the Notice of Determination ( RBF to file)
Clear + Concise + Defensible Documents
11 RC<A:—Di A,
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RBF will participate in public hearings before the Planning Commission and City Council for adoption of
the final Housing Element. Upon adoption of the Housing Element, RBF will transmit the final Housing
Element to HCD on the City's behalf.
TASK 10.0 DELIVERABLES:
Attendance at up to two (2) Planning Commission or City Council meetings
one (1) electronic (Word /Excel and pdf), and up to fifteen (15) hard copies of the Final Housing
Element
TASK 11.0: MEETINGS, MANAGEMENT, AND STAFF SUPPORT
RBF shall attend project team meetings (as- needed) or conference calls with City staff throughout the
update process. It is assumed that meetings will be scheduled at key project milestones.
TASK 11.0 DELIVERABLES:
Attendance at up to monthly Project Team Meetings or conference calls
.. .��. ARCADIA HOUSING ELEMENT UPDATE ( Approach and Scope
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