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HomeMy WebLinkAboutC-4319 C- 1-131q I 1100 — HO AMENDMENT NO. 1 TO MEMORANDUM OF AGREEMENT BETWEEN THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS AND THE CITY OF ARCADIA FOR PARTICIPATION OF THE SAN GABRIEL VALLEY REGIONAL VMT ANALYSIS MODEL This Amendment No. 1 ("Amendment") to the Memorandum of Agreement Between the San Gabriel Valley Council of Governments (the "SGVCOG") and the City of Arcadia (the "City") For Participation of the San Gabriel Valley Regional VMT Analysis Model, dated April 28,2020 (the"MOA") shall be effective upon the date executed by both Parties hereto ("Effective Date"). RECITALS A. SGVCOG and City entered into the MOA to develop the San Gabriel Valley Regional VMT Analysis Model; and B. SGVCOG and City hereby agree to amend the MOA pursuant to this Amendment to add a web-based Regional VMT Analysis Tool("Analysis Tool") to the scope of work, increase the compensation to paid to SGVCOG by $2,750 and extend the term of the MOA to July 31, 2025. C. SGVCOG and City hereby agree to amend the Agreement under Amendment 01 to add a web-based Regional VMT Analysis Tool("Analysis Tool"),which will include individual city data bases with VMT decision points as adopted by City, update on a quarterly basis the Los Angeles County Assessor Parcel data, and associated web-based mapping. Standard maintenance on all data and applications will be provided and data will be updated when new versions become available. NOW THEREFORE,the Parties agree to amend the Agreement amended as follows: I. Article I. Term, shall be deleted in its entirety and replaced with the following: "The term of this MOA shall commence upon execution of the MOA by the Parties and shall continue through July 31, 2025. Such term may be extended upon written agreement of both parties to this Agreement." II. Article II.Responsibilities of the Parties, Section A. Subsections 1,5,and 7 shall be deleted in their entirety and replaced with the following: "1. Undertake procurement and management of consultant(s) to complete the Model and maintain the Analysis Tool. Execute contracts with the consultant for the development of the Model and maintenance of the Analysis Tool. 1506398.1 1 "5. Manage ongoing coordination of project calls with the Parties and the consultant throughout the development of the Model and maintenance of the Analysis Tool. "7. Submit two invoices to the City, in an amount that does not exceed $14,979.00, as follows: • The payment of the first invoice will be due within thirty(30) days upon the City's receipt of the first invoice for$12,229.00. • The payment of the second invoice will be due by September 30, 2020 for an amount that does not exceed$2,750.00." 111. Article 1I. Responsibilities of the Parties, Section B. Subsections 1 and 3 shall be deleted in their entirety and replaced with the following: "1. Participate in coordination calls and meetings with all parties and consultant throughout the development of the Model and maintenance of the Analysis Tool, as necessary. "3. Actively engage in the development of the Model and maintenance of the Analysis Tool including, but not limited to, promptly responding to all correspondence(phone calls and e-mail communications), responding to data requests, and attending any necessary meetings." IV. Article IV. Section A, shall be deleted in its entirety and replaced with the following: "A"Default"under this MOA is defined as any one or more of the following: (i) failure of either Party to comply with the terms and conditions contained in this MOA; and/or (ii) failure of either Party to perform its obligations set forth herein satisfactorily or make sufficient progress towards completion of the Model and maintenance of the Analysis Tool." V. Integration. This Amendment amends, as set forth herein, the MOA and except as specifically amended hereby the MOA shall remain in full force and effect. To the extent there is any conflict between this Amendment and the MOA, the terms and provisions of this Amendment shall control. This Amendment and the MOA, including any exhibits attached to the MOA, integrate all the terms and conditions of the Parties' agreement and supersede all negotiations with respect hereto. [SIGNATURES ON NEXT PAGE] 1506398.1 2 The Parties hereby enter into this Amendment No. 1 upon the Effective Date as is set forth above. CITY OF ARCADIA SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS By: By: Name: Jason Kruckeberg Name: f nC Title: Assistant City Manager Title: Exc." ' c Date: —7/30/0-4 Date: J 71.-Q Approved as to Form: iito-tors, Stephen P. Deitsch S !C ti Geral C. -1 City Attorney 1506398.1 3 \\oo-‘Ao MEMORANDUM OF AGREEMENT BETWEEN THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS AND THE CITY OF ARCADIA FOR PARTICIPATION OF THE SAN GABRIEL VALLEY REGIONAL VMT ANALYSIS MODEL This Memorandum of Agreement("MOA"or"Agreement")is made as of April 28 .2020 by and between the City of Arcadia, a municipal corporation("City"), and the San Gabriel Valley Council of Governments, a California joint powers authority ("SGVCOG"). City and SGVCOG may be referred to herein collectively as the"Parties"or individually as a "Party." RECITALS,: A. SGVCOG was established to have a unified voice to maximize resources and advocate for regional and member interests to improve the quality of life in the San Gabriel Valley by the member cities and other local governmental agencies. B. City seeks to participate in the San Gabriel Valley Regional Vehicle Miles of Travel (VMT) Analysis Model ("Model"). C. City and SGVCOG desire to set forth the terms of their ongoing collaboration with respect to this effort in this MOA. NOW, THEREFORE, the Parties agree as follows: I. TERM: The term of this MOA shall commence upon execution of the MOA by the Parties and shall continue through the completion of all work completed under this MOA. The term of this MOA may be extended by mutual written agreement of the Parties. II. RESPONSIBILITIES 0 THE PARTIES: A. SGVCOG. SGVCOG will: 1. Undertake procurement and management of consultant(s) to complete the Model. Execute a contract with the consultant for the development of the Model. 2. Manage all invoicing and billing. 3. Review draft deliverables prepared by the consultant for accuracy prior to submission to City. 4. Coordinate with the consultant to ensure consultant's participation in calls and meetings. 5. Manage ongoing coordination of project calls with the Parties and the consultant throughout the development of the Model. 6. Review and provide comments on draft communications and documents related to MOA products. 1471326.1 7. Submit one invoice to the City,in the amount that does not exceed$14,855.00, as follows: • The payment of the invoice will be due within thirty (30) days upon the City's receipt of the invoice for one hundred percent (100%) of the total cost. B. City. City will: 1. Participate in coordination calls and meetings with all parties and consultant throughout the development of the Model, as necessary. 2. Provide a point-of-contact with name, title, and contact information. If the point-of-contact is reassigned or no longer with the City, a new point-of- contact must be designated within five (5)business days. 3. Actively engage in the development of the Model including, but not limited to, promptly responding to all correspondence (phone calls and e-mail communications), responding to data requests, and attending any necessary meetings. 4. Review and provide comments to consultant on deliverables as identified in the Scope of Work from the Request for Proposal for Model, attached hereto as Exhibit "A" and incorporated herein by this reference. 5. Participate in check-in calls and/or meetings with consultant. Participate in coordination calls with all Parties, as necessary. 6. Approve within five (5) business days any deliverables that can be approved by staff or ten (10) business days any items that need to be approved by city attorney or city manager. 7. Pay the invoice submitted by the SGVCOG within thirty(30) days. III. PROJECT MANAGEMENT: A. Project Managers. 1. For the purposes of this MOA, SGVCOG designates the following individual as its Project Manager: Alexander Fung, Management Analyst. 2. For the purposes of this MOA, the City designates the following individual as its Project Manager: Philip A. Wray, Deputy Director of Development Services/City Engineer. Either Party may change the designations set forth herein upon written notice to the other Party. IV. DEFAULT: REMEDIES: A. Default. A "Default" under this MOA is defined as any one or more of the following: (i) failure of either Party to comply with the terms and conditions contained in this MOA; and/or (ii) failure of either Party to perform its obligations set forth herein satisfactorily or make sufficient progress towards completion of the Model. 1471326.1 B. Remedies. In the event of a Default by either Party, the non-defaulting Party will provide a written notice of such Default and thirty (30) days to cure the Default. In the event that the defaulting Party fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period and to the satisfaction of the non-defaulting Party, the non-defaulting Party may terminate this MOA. Such termination shall be effective immediately. The remedies described herein are non-exclusive. In the event of a Default by either Party, the non-defaulting Party shall have the right to seek any and all remedies available at law or in equity. V. INDEMNIFICATION: A. City agrees to defend, indemnify, and hold free and harmless the SGVCOG, its elected and appointed boards,officials,officers, agents,employees,members, and volunteers, at City's sole expense, from and against any and all claims, actions, suits, or other legal proceedings brought against the SGVCOG, its elected and appointed boards, officials, officers, agents, employee members, and volunteers arising out of or relating to the acts or omissions of City in connection with this Agreement. B. SGVCOG agrees to defend, indemnify, and hold free and harmless the City, its elected officials, officers, agents, employees, and volunteers, at SGVCOG's sole expense, from and against any and all claims, actions, suits, or other legal proceedings brought against the City, its elected officials, officers, agents, employees, and volunteers arising out of or relating to the acts or omissions of SGVCOG in connection with this Agreement. VI. INSURANCE: A. City and SGVCOG shall maintain and keep in full force and effect during the term of this MOA insurance or a program of self-insurance against claims for injuries to persons or damages to property which may arise in connection with City's or SGVCOG's performance of its obligations hereunder. VII. OTHER TERMS AND CONDITIONS: A. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by electronic mail or certified mail, postage prepaid and return receipt requested, addressed as follows: To SGVCOG: Alexander Fung Management Analyst 1000 S. Fremont Avenue, Unit 42 Building A-10N, Suite 10-210 Alhambra, CA 91803 (626)457-1800 afung@sgvcog.org 1471326.1 with a copy to: Marisa Creter Executive Director 1000 S. Fremont Avenue, Unit 42 Building A-l ON, Suite 10-210 Alhambra, CA 91803 (626) 457-1800 mcreter@sgvcog.org To City: Jason Kruckeberg Assistant City Manager/Development Services Director 240 West Huntington Drive Arcadia CA 91007 (626) 574-5414 kruckeberg@ArcadiaCA.gov with a copy to: Philip A. Wray Deputy Director of Development Services/City Engineer 240 West Huntington Drive Arcadia CA 91007 (626) 574-5488 pwray@ArcadiaCA.gov B. No Partnership. This Agreement is not intended to be, and shall not be construed as, an agreement to form a partnership, agency relationship, or a joint venture between the Parties. Except as otherwise specifically provided in the Agreement,neither Party shall be authorized to act as an agent of or otherwise to represent the other Party. C. Entire Agreement. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the Parties in interest at the time of such modification. D. Governing Law. This Agreement shall be governed by and construed under California law and any applicable federal law without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the Parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County,California. E. Attorneys' Fees. In the event that there is any litigation or other legal proceeding between the Parties in connection with this Agreement, each Party shall bear its own costs and expenses, including attorneys' fees. F. Excusable Delays. Neither Party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, 1471326.1 floods, earthquakes, fires, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected Party. Each Party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this Agreement. G. Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. H. Headings. The section headings contained in this Agreement are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate. I. Assignment. Neither Party may assign its interest in this Agreement, or any part thereof,without the prior written consent of the other Party. Any assignment without consent shall be void and unenforceable. J. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in anyway. K. Authority to Execute. The person executing this Agreement on behalf of a Party warrant that they are duly authorized to execute this Agreement on behalf of said Party, and that by doing so said Party is formally bound to the provisions of this Agreement. 1471326.1 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. FOR THE CITY OF ARCADIA FOR THE SAN GABRIEL VALLEY COUNCIL OF GOVERNMENTS By: - By: �. Dominic Lazzaretto Marisa Cr er City Manager Executive Director Date: 1-.( p N 1(6i 7s. 2K) DateP Z pc-, ATT _S ATTEST: f : • . 11 CANI clefk City Clerk Marisa Creter, Secretary APPROVED AS TO FORM: ss4,ORM: y. i , N /: Stephen I eitsch David l eBe 1 City Attorney General Counsel 11 1471326.1 EXHIBIT A SCOPE OF WORK FOR SAN GABRIEL VALLEY REGIONAL VMT ANALYSIS MODEL Task 1 -Project Management Task 1.1- Kickoff Meeting. The Consultant shall conduct a kickoff meeting. The primary objectives will be to review scope, schedule, project goals and key issues. Task 1.1 Deliverables: Meeting Notes and Materials for Kickoff Meeting. Task 1.2-Project Team Coordination.Monthly project team meetings, regular phone and email check-ins, and other communications will ensure the tasks listed in this SOW stay on schedule and within budget. Task 1.2 Deliverables: Monthly Meeting Notifications, Agendas, and Notes. Task 1.3- Invoicing and Contracts. The Consultant shall provide monthly invoices to the SGVCOG and coordinate any contracting paperwork/logistics. Task 1.3 Deliverables: Monthly Invoices and Coordination on Contracts. Task 2 -Methodology for Vehicle Miles Traveled The Consultant shall review tools for estimating VMT in the study area. Based on this review, the Consultant shall develop a methodology for measuring Vehicle Miles Traveled (VMT) based on a method supported by the State of California Office of Planning and Research (OPR) in the implementation of SB 743 guidelines, including VMT screening. The findings and recommendations will be presented as a memorandum, and will consider projects' effect on both baseline and cumulative conditions, using separate methodologies if appropriate. The Consultant shall explore and depict existing practices and methodologies utilized by cities in regions similar to the San Gabriel Valley in the memorandum, explore options for dividing the San Gabriel Valley by districts or areas with different methodology tailored to each district/area (dependent on the intensity and type of existing land uses), and discuss options for capitalizing on multi-modal opportunities in a built-out community. This includes identifying applications when to institute VMT for purposes of evaluating incoming development. Task 2 Deliverable: Memorandum Outlining Methodology for Vehicle Miles Traveled. Task 3 -Develop VMT Thresholds and Mitigation Measures For each participating City, the Consultant shall develop and establish VMT thresholds of significance for project-specific and cumulative impacts (Land- Use, Land-Use Plan, and Transportation projects)that promote(1)reduction of greenhouse gas emissions; (2)development of multi modal transportation networks; and (3) a diversity of land uses. Thresholds shall be for existing and proposed land uses that will be used for analyzing transportation impacts in CEQA analyses. The Consultant shall provide mitigation measures compliantwith CEQA Guidelines Section 15064.3. The mitigation measures shall be developed based on Transportation Demand Management strategies available to reduce VMT as documented by State agencies and best practice research. Mitigation measures shall then be refined through application of specific 1471326.1 Transportation Demand Management measures to quantifiably mitigate potential VMT impacts. The Consultant shall identify ranges of effectiveness for the mitigation measures appropriate for each City, including transit, Transportation Demand Management, Active Transportation, and other trip/travel reduction strategies. The Consultant shall then coordinate with each City to determine which measures will be required as part of the project entitlement process and what measures will be optional. These items shall be presented in memorandum, with graphics and tables to present topics and concepts when appropriate. Task 3 Deliverable: Memorandum on VMT Thresholds and Mitigation Measures for each participating City. Task 4-Develop VMT Evaluation Tool for Incoming Development Projects To be able to assess VMT project-specific and cumulative impacts for incoming developments on individual projects, the Consultant shall prepare an interactive spreadsheet for each City that will assess VMT impacts based on land use type and VMT reduction strategies (e.g., multimodal infrastructure improvements, number of parking spaces constructed/utilized, and Transportation Demand Management programs to be instituted as part of the project). The interface should be simple for City employees and developers alike to easily understand impacts for projects submitted and to quantify the effectiveness of mitigation measures on reducing VMT. Task 4 Deliverable: Interactive Spreadsheet to Assess VMT Impacts for Incoming Development Projects. Task 5 - Sample Projects The Consultant shall work with each participating City to identity projects to test through the significance criteria. Potential mitigation measures and realistic assessments of effectiveness in VMT reduction will be identified for various geographies and project types. Task 5 Deliverable: Memorandum on Sample Projects. Task 6- Traffic Impact Analysis Guidelines The Consultant shall update each City's Traffic Impact Analysis Guidelines to include VMT analysis for CEQA purposes, in addition to retaining Level of Service (LOS) methodology for General Plan compliance. This should include an evaluation of potential enhancements and recommended changes to the existing LOS-based guidelines. Task 6 Deliverable: Updated Traffic Impact Analysis Guidelines. Task 7 - Public Hearing Support The Consultant shall attend and participate in one public meeting for each participating City. This will include attending, presenting, and responding to questions at either a City Council, Commission, Committee, or other public meeting/hearing. Task 7 Deliverable: Public Meeting Attendance 1471326.1