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HomeMy WebLinkAboutC-2754A 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. Revised 07/12 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. Revised 07/12 2 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 Revised 07/12 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: Revised 07/12 4 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, Revised 07/12 5 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 Revised 07/12 6 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. Revised 07/12 7 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. Revised 07/12 8 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 Revised 07/12 9 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. Revised 07/12 10 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. Revised 07/12 71 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. Revised 07/12 12 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. CKIPillli►�[ /TDI7 ► D t s lilli[!h� ►i�l� i': :[1117 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, fraym # �, 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 .. .��. 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