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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this- day of 1.--PD AC'C 20 2 by
and between the City of Arcadia, a charter city organized and operating and r the Constitution
and laws of the State of California with its principal place of business at 240 West Huntington
Drive, Arcadia, California 91066 ("City"), and RRM Design Group, a California Corporation, with
its principal place of business at 32332 Camino Capistrano, Suite 205, San Juan Capistrano, CA
92675 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties" in this Agreement.
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 architectural and urban design consulting
services to 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 density bonus
ordinance and create programs to accelerate housing production ("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 architectural and urban design 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.
3.1.2 Term. The term of this Agreement shall be from January 19, 2021 to January 31,
2022, 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.
Consultant is not responsible for delays from causes beyond its reasonable control.
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3.2 Responsibilities of Consultant.
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: Jami Williams, Principal-In-
Charge/Project Manager.
3.2.5 City's Representative. The City hereby designates Jason Kruckeberg, Assistant City
Manager/Development Services Director, or his 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 Jami Williams,
Principal-In-Charge/Project Manager, 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,
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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 exercise due
professional care to perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being practiced by similarly licensed
professionals performing similar work under similar circumstances at the same general time and
location 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 exercise due professional care to keep itself
informed of and in compliance with 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 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 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, and employees 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 represents that
Consultant, and all subcontractors hired by Consultant to perform services under this Agreement
shall exercise due professional care with respect to their compliance with the Immigration Reform
and Control Act ("IRCA").
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
insureds under the Consultant's policies of insurance.
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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, and employees as an additional insured on General Liability and Automobile
Liability 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, broad form
property damage, explosion, collapse, and underground, products and completed operations; (2)
Automobile Liability: 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. The City, its directors, officials,
officers, and employees shall be listed as additional insured on General Liability and Automobile
Liability. 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. 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 written on a
policy form specifically designed to protect against acts, errors or omissions of the Consultant.
"Covered Professional Services" as designated in the policy must cover the type of services
performed under this Agreement.
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, and employees 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, and employees, or if excess, shall stand in an unbroken
chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
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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, and employees 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, and employees, 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, and employees 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, and
employees 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 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, and employees. Consultant shall provide thirty
(30) days written notice to City prior to implementation of a reduction of limits or material change
of insurance coverage as specified herein.
3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by
this Section except Professional Liability and Workers' Compensation 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, and
employees.
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, and employees; 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 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
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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 exercise due professional care to 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 lifesaving 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 received the City's prior written authorization, for all Services rendered
under this Agreement at the rates specified under each task as set forth in Exhibit "C" attached
hereto and incorporated herein by reference. The total compensation shall not exceed One
Hundred Seventy Five Thousand Nine Hundred Thirty Four Dollars ($175,934) 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 the City a monthly
itemized statement which indicates work completed and hours of Services rendered for each task
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 thirty (30) days of receiving such statement,
review the statement and pay all approved charges thereon.
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 Accounting Records.
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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. A termination without cause by City shall not act as or be deemed
a waiver of any potential known or unknown City claims associated with Consultant's performance
prior to the date of termination.
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.
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:
Consultant: RRM Design Group
32332 Camino Capistrano, Suite 205
San Juan Capistrano, CA 92675
Attn: Jami Williams
Principal-In-Charge/Project Manager
City: 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
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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.
Such Documents & Data shall only be transmitted to City upon final payment of all monies due to
Consultant. City shall not make any modification to the Documents & Data. City agrees, to the
extent permitted by law, to indemnify, defend and hold Consultant harmless from any claim,
liability, or cost (including reasonable attorneys' fees and costs of defense) arising out of any
modification of the Documents & Data by City, City's consultants, or any person or entity which
acquires or obtains the Documents & Data. Consultant may retain one copy of all Documents &
Data for its own records and protection.
3.5.3.2 Confidentiality. Except as otherwise required by California law, 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
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 extent permitted by law, Consultant shall defend, indemnify
and hold the City, its officials, officers, and employees 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, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
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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
consequential damages and 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 with Legal Counsel of City's choosing, 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, and employees. Consultant shall pay and satisfy any judgment, award or decree that
may be rendered against City or its directors, officials, officers, and employees, in any such suit,
action or other legal proceeding arising from Consultant's performance of the Services,the Project
or this Agreement; except to the extent that liability is caused by the active negligence or willful
misconduct by the City or its directors, officials, officers, and employees. Consultant shall
reimburse City and its directors, officials, officers, and employees, for any and all 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, and employees, and shall take effect
immediately upon execution of this Agreement.
3.5.5.2 If Consultant's obligation to defend, indemnify, and/or hold
harmless arises out of Consultant's performance of "design professional" services (as that term
is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code
section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be
limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of
competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not
exceed the Consultant's proportionate percentage of fault..
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 Attorney's Fees. If either party commences an action against the other party,
either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
prevailing party in such litigation shall be entitled to have and recover from the losing party
reasonable attorneys' fees and all other costs of such action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project or other projects.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
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3.5.12 Assignment or Transfer. Neither City nor Consultant shall assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest
herein without the prior written consent of both Parties. 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.
3.5.13 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, and employees 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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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.
3.5.19 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.
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3.5.20 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.
3.5.21 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.
3.5.22 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby
incorporated into this Agreement by this reference.
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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND RRM DESIGN GROUP
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth
below.
CITY OF ARCADIA RRM DESIGN GROUP
By: i By: \a/A--
Dominic
aw Dominic Lazzarett ��
City Manager PrintedN �
ame: � ( VVIG[./41145
ATTEST: ./� Date: i/v114
/A-- a)my By: 4/17
City Clerk
Printed Name:)- -
APPROVED AS TO FORM: CONCUR:
By: gtra, n 4:=.eBy:
City Attorney Jason Kruckeberg, Assistant ity
Manager/Development Services
Director
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EXHIBIT A
Scope of Services
Consultant will provide architectural and urban design services as specified in the proposal
provided to the City of Arcadia and set forth in the table made part of this Exhibit A, and as
approved by the City Council on January 19, 2021. The services are summarized in the outline
as follows:
Task 1: Project Management/Coordination
This task includes necessary coordination between RRM and City staff throughout the process.
This will include information teleconferences, correspondence, status updates, record keeping,
project coordination, and electronic file management during the project. The project team will meet
with City staff to establish a mutual understanding of the key issues and project objectives; review
the scope of work and project schedule; and lay out significant project milestones, meeting times,
and deliverable targets.
Deliverables:
• Ongoing project coordination and management. Assumes approximately six (6)
hours per month for sixteen (16) months
• Prepare for and attend one (1) kickoff meeting
Task 2: Review and Analysis of Existing Conditions
RRM Design Group will engage in a due diligence process designed to inform the team on the
primary issues to be addressed and gather and review relevant data and background information.
RRM will collect and review data relevant to the development of the multifamily and mixed-use
objective design and development standards and updated ordinances. RRM's will use their
previous experience with the development of Arcadia's Citywide Design Guidelines along with a
virtual tour of the City to identify the characteristics of existing multifamily and mixed-use sites,
including predominant architectural styles, streetscape patterns, building materials, building
articulation, and landscaping. RRM will develop a matrix summarizing necessary revisions to
existing City plans, guidelines, and standards. This will provide an opportunity to discuss the
desired approach and modified language prior to developing the Administrative Draft document.
Deliverables:
• Review of existing standards and guidelines
• One (1) existing policy summary matrix
• One (1) video conference call with City to discuss findings of the data gathering
and document research
Task 3: Update the Accessory Dwelling Unit(ADU) Ordinance and Checklist
RRM will prepare an update of the City's ADU requirements consistent with recent changes in
State law as well as with local best practices. Background research and review of existing City
regulations and new legislative requirements will be provided in this task resulting in a redline
strikeout version of the ordinance for staff consideration and comment. RRM will provide a draft
of the updated ordinance for City review and comment.
RRM will also develop a checklist for permit ready ADUs/. The checklist will be developed to
provide the public with information on the ADU permitting process and options for their own
implementation.
Deliverables:
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• MSWord Administrative drafts of the updated ADU ordinance and new checklist. The
documents are intended for staff review and comment. We ask that the City provide a
single consolidated set of redline comments.
• RRM will respond to City comments and provide a Screencheck draft. This is an
opportunity for a second City review ensuring all previous comments have been
addressed. If new comments arise out of this second review a scope augmentation may
be required. We ask that the City provide a single consolidated set of redline comments
to be used in the development of the Public Review draft.
Task 4: Update the City's Density Bonus Ordinance
RRM will prepare an update of the City's residential density bonus requirements consistent with
recent changes in State law (Government Code Section 65915-65918); this includes amending
Section 9103.15 of the Development Code affected by the new residential density bonus
requirements. Background research and review of existing City regulations and new legislative
requirements will be provided in this task.
RRM will participate in a call with staff and review City provided material describing the existing
application process for housing development projects and provide a draft of a new checklist for
staff review.
To complement the RHNA housing sites analysis for the 6th Cycle Housing Element, RRM will
conduct an analysis of parcels to identify where the City may have the capacity for additional
units or density per State law. This task will vet opportunity sites where additional units could be
accommodated from the changes in density bonus or other potential strategies. We will use the
current sites inventory from the 5th Cycle Housing Element (or more current information if
available) as a starting point and work with the City to determine which sites are still viable
RHnA candidate sites based on new State law requirements and where additional capacity may
be available. City will provide an aerial photo and ArchGIS shapefiles to RRM with a minimum of
the following data: parcels, City boundary, street centerlines and callouts, freeway, railroad, land
use and zoning, overlays/specific plans, and additional information available to provide a
baseline for the analysis. RRM will conduct a sites inventory and provide ArchGIS shape files
and spreadsheet identifying sites for consideration with APN and address included.
Deliverables:
• MSWord Administrative drafts of the updated Density Bonus ordinance and new
checklist. The documents are intended for staff review and comment. We ask that the
City provide a single consolidated set of redline comments.
• RRM will respond to City comments and provide a Screencheck draft. This is an
opportunity for a second City review ensuring all previous comments have been
addressed. If new comments arise out of this second review a scope augmentation may
be required. We ask that the City provide a single consolidated set of redline comments
to be used in the development of the Public Review draft.
• ArchGIS shapefiles and spreadsheet of sites inventory analysis results.
Task 5: Multi-family and Mixed Use Objective Development Standards
RRM will prepare Multi-family and Mixed Use Objective Development Standards based on the
research conducted in Task 1 and common best practices. RRM will prepare an Administrative
Draft document with development standards that will provide direction on topics such as site
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24347.00006\33587990.1
planning, building massing and elements, building frontages, architectural design, entrances,
exterior materials, landscaping, utilitarian/mechanical elements of building design, etc. The
standards will be presented using clearly-written text and illustrative graphics/imagery and tailored
with the ultimate users in mind, including design professionals, City staff, and decision makers.
Deliverables:
• MSWord Administrative Draft document for staff review and comment. We ask that the
City provide a single consolidated set of redline comments. Assumes up to twenty(20)
companion graphics.
• RRM will respond to City comments and provide a Screencheck draft. This is an
opportunity for a second City review ensuring all previous comments have been
addressed. If new comments arise out of this second review a scope augmentation may
be required. We ask that the City provide a single consolidated set of redline comments
to be used in the development of the Public Review draft.
Task 6: Public Outreach and Public Hearings
RRM will develop a project webpage, social media posts, and e-updates to provide a means of
distributing information to interested parties and receive feedback. RRM will work with City staff
to leverage existing online resources and social media platforms. In addition, RRM will prepare a
graphically oriented and easy to understand informational flyer, to provide an overview of the
project, examples of subjective vs. objective language, City contact information, and additional
project related information. A frequently asked questions (FAQ) handout/pdf will also be
developed to provide additional information and clarify misconceptions. In addition, RRM will
prepare a brochure to assist applicants in navigating the entitlement process for new housing
development projects consistent with SB 330. The document will contain materials and checklists
developed in previous tasks.
RRM will conduct up to 10 one-hour virtual stakeholder interviews to solicit input from City staff,
decision makers, developers, and recent applicants to gain an understanding of the current City
processes and guidelines that potentially delay projects or result in development that is poor
quality or not representative of the desired community character.
RRM will integrate all Screencheck draft comments provided in Task 3, 4, and 5 and produce a
Public Review draft package of work product to be posted on the City website and used during
the project review and approval process. RRM will also prepare for and attend a Planning
Commission and City Council hearing to present the Public Hearing Draft documents. Errata
sheets will be used to capture recommended changes resulting from the public review period and
Planning Commission hearing. This assumes the City will be responsible for public notification.
Following adoption, RRM we will make any necessary edits based on Council direction and
finalize the documents.
Deliverables:
• Provide materials developed as part of other tasks for City use on website, up to three
(3) project updates to be used in City e-blasts and social media posts
• One (1) PDF of informational flyer, FAQ, and project brochure (5-10 pages). Assumes
up to two (2) rounds of revisions based on consolidated redline draft of City comments
• Up to ten (10) hours of stakeholder interviews
• PDF Public Review draft documents. Following project approval, we ask that the City
provide a single consolidated set of redline comments.
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24347.00006\33587990.1
• Preparation and attendance at one (1) Planning Commission and one (1) City Council
meeting.
• One (1)reproducible copy and one (1)PDF of each final document
Task 7: Environmental Review
The new and updated policies proposed for this effort may be considered a project under the
California Environmental Quality Act (CEQA) and require appropriate environmental compliance
documentation. However, as identified in the SB 2 grant documentation, a Categorical Exemption
is anticipated to be appropriate for the effort. For purposes of this scope of services, RRM
proposes to analyze the project for CEQA strategies and anticipates the preparation of a Notice
of Exemption (NOE)with a brief supporting analysis relying on existing available information. City
staff will be responsible for posting and distribution of the NOE at the time of approval. In the
event proposed policies are more substantial and determined to potentially have a significant
effect on the environment, RRM would outline needed strategies, and this task and budget would
be reviewed and revised as needed.
Deliverables:
Review of existing available CEQA documentation
Notice of Exemption (NOE) completed form with brief supporting analysis
WORK PROGRAM ASSUMPTIONS
Meeting Notices. The City is responsible for printing and distribution of physical meeting
notices and noticing and filing notices and documents for environmental review if needed. If
requested, the costs of providing printing and/or distribution of meeting notices would be on a
time and materials basis.
Meeting Attendance. The project budget assumes virtual attendance at meetings identified in
the work program. The costs of additional or in-person meeting attendance would be on a time
and materials basis if requested.
Draft Documents. A draft of each document will be provided to staff and revised based on a
single set of consolidated comments providing clear direction.
Printing. This budget assumes the City will be responsible for printing and distributing
documents
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24347.00006\33587990.1
EXHIBIT B
Schedule of Services
The schedule of services shall commence on January 19, 2021 to January 31, 2022.
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed
progress report that indicates the amount of budget spent on each task. Consultant will inform
City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials
contract.
17
24347.00006\33587990.1
EXHIBIT C
Compensation
The compensation for this agreement shall not exceed $175,934 from January 19, 2021 to
January 31, 2022.
SB 2 Grant Application Project Timeline and Budget
Arcadia Naw Objective Design and Development Standards
Obeeft 2 Pad),
R.RM Desqn oup $18,970 jan 2023 Sept 2021
0+40+4504 A.2 >. x ,00Cnn4inInn4 RFIM Denys.Group 514.160 All 2021 Mar 2021
Devgl Group $15390 Ian 2021 May 202, oodotea AN)ard nen..
CAM Desqn Group 533.470 Jan 2021 May 202 *thyoo den,,zero
ARM Dello Group $+5.600 Jan 2021 no 2021 OWS wepprhA*,*eft
P.0;.0s.Oro.nh.nd 8,8110 Honon.p 0854 Donn Gonop 824.710 8,0 2221 04 2021 ,>51000 0.5005., +4001).,>.5000C.000.5+01 000050.g
CEQA Co.npliance
DesIn Group 51.001) Dec 2020 Sept 2021
ARCADIA NEW OBJECTIVE DESIGN AND DEVELOPMENT STANDARDS I
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18
24347.00006\33587990.1
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Tuesday, February 2, 2021 7:55 AM
To: Rachelle Arellano
Subject: RE: City Attorney Review Folder 1-26-2021
CAUTION: This email originated from outside your organization. Exercise caution when opening attachments
or clicking links, especially from unknown senders.
Rachelle, I have reviewed and approve as to form the PSA with RRM Design Group re: density bonus ordinance
review. You may use my stamped signature for this purpose.
Thanks.
Steve
Stephen Deitsch
Partner
steph n.deitsch@ kiaw.c rn
T:( 9)483-6642 C: (951)662-9343
www.BBMaw.corn4...Q....
Stay at home and public health orders issued in multiple counties 'cr° ss the U.S. require our offices to be
physically closed. Because all staff are working remotely, all documents inclr din correspondence,
pleadings, and discovery) will be served via e-mail until further notice. Because we may nut receive regular
ular
mail or other deliveries during this period of time, please e-mail copies of anything you send by regular mall
or delivery. Send all a-served documents in your case to the -mall addresses for any Best Best& Krieger LIP
attorney who has appeared in your case, or who has communicated with you by e-mail on your matter.
From: Rachelle Arellano <rarellano@arcadiaca.gov>
Sent:Tuesday,January 26, 2021 1:41 PM
To: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Cc: City Attorney<CityAttorney@arcadiaca.gov>
Subject: City Attorney Review Folder 1-26-2021
Hi Steve,
Attached for your review is a zip folder containing the following items:
1. Covenant -960 Hampton Road
2. 2019 Homeland Security
3. Aleshire Wynder Invoice -January 2021
4. Certifications and Assurances FY 2021
5. Funding Agreement — Measure R Clean Fuel Bus