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HomeMy WebLinkAboutAGMT - Douglas & Associates, J.H. (Housing Element Prep) HOUSING ELEMENT IMPLEMENTATION CONSULTING SERVICES AGREEMENT between pF _SEA( B', �. • Fo , y4, Ic Sir * f{o, *Si 'I.CF .BFq 2.. City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 J.H. Douglas & Associates 13142 Rosalind Drive, Santa Ana, CA 92705 (714)628-0464 This Professional Service Agreement ("the Agreement") is made as of the 13th day of November, 2012 (the "Effective Date"), by and between J.H. Douglas & Associates ("Consultant") and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1 of 9 57296-0001\1486592v2.doc RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: AGREEMENT 1.0 Scope of Services 1 .1 . Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1 .4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of eighteen months unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $72,500. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 4.0 Method of Payment 4.1 . Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end 2 of 9 of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1 . This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. John Douglas, AICP, is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager 3 of 9 To Consultant: J.H. Douglas & Associates 13142 Rosalind Drive Santa Ana, California 92705 Attn: John Douglas 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1 . Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing 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. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of 4 of 9 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 behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall 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. 11 .2. 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 that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a 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 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11 .3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) 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, (3) 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 and that 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; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, 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. 5 of 9 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees 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. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnities") 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 acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, 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 Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant 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 includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 6 of 9 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' 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. 15.0 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. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 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. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 7 of 9 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 8 of 9 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONSULTANT By: •` I \1:/!Ate By: Q ti`�✓ rR. Ingram, City anaoer J'•hn Du lles, Principal Attest: By: �n .eJ 1_,E truck. Linda Devine, City Clerk Approved as to Form: r 0 40111 Barrow, City Attorney 9 of 9 57296-0009\1486592v2.doc J. H. Douglas & Associates Planning Consultants October 5, 2012 Jill Ingram, City Manager City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Subject: Proposal for Consulting Assistance Related to 2008 Housing Element Implementation Actions and the 2013-2021 Housing Element Update Dear Ms. Ingram, Thank you for the opportunity to submit this proposal to assist the City with Housing Element activities. My understanding of your needs along with a proposed scope of work and budget are described below. 1. Overview Seal Beach recently completed its 2008-2014 Housing Element update, and the adopted element subsequently received certification from the state Department of Housing and Community Development (HCD). In order to maintain compliance with state law, it is important for the City to complete the implementation programs described in the Housing Element. In addition, state law requires the City to update the Housing Element for the 2013-2021 planning period no later than October 2013.This letter describes the tasks we propose to carry out to assist the City in completing these requirements. 2, Scope of Work Task 1 -Land Use and Zoning Amendments to Provide Adequate Sites (Program la) Housing Element Program 1a calls for the City to amend the General Plan and zoning designations for a parcel or parcels totaling between 0.58 and 0.95 acres to allow multi-family development by-right at a density of 20 to 33 units/acre to accommodate the City's RHNA shortfall of 19 lower- income housing units.The parcel(s) to be rezoned will be selected from the list of potential sites identified in Housing Element Table B-3. We will prepare the necessary CEQA documentation for these General Plan and 13142 Rosalind Drive,Santa Ana, CA 92705 Tel: 714.628.0464 Fax: 714.628.0330 Email: John@JHDplanning.com Jill Ingram, City Manager City of Seal Beach October 5, 2012 Page 2 zoning amendments and assist City staff by providing project management services,which are expected to include the following: • Advise staff regarding appropriate strategies to ensure continued compliance with Housing Element requirements • Prepare revisions to General Plan and zoning documents • Coordinate the preparation of maps and exhibits by City staff • Prepare an Initial Study/Mitigated Negative Declaration in compliance with CEQA (Note: the budget for this task assumes that the only required technical studies will be traffic analysis. If additional technical studies are required, a budget adjustment will be necessary. • Prepare draft Planning Commission and City Council reports, resolutions and ordinances for review by City staff • Assist staff in preparing and filing required public notices • Attend public meetings, give presentations, and respond to questions, as necessary • Assist staff in processing related applications to the Coastal Commission • Maintain project files in accordance with City procedures • General project coordination with City staff via phone, email or meetings at City Hall as needed Task 2 - General Plan and Zoning Amendments Related to Emergency Shelters and Transitional/Supportive Housing (Program Id), SRO Housing (Program 3d), Parking Standards (Program 3f), and Senior Housing (Program Se)_ Program ld calls for an amendment to the Development Code in conformance with SB 2 to establish regulations for emergency shelters and transitional/supportive housing. Program 3d calls for a Code amendment to establish appropriate regulations and development standards for SRO facilities. Program 3f calls for a Code amendment to reduce the required off-street parking for studio and one-bedroom apartments to one space when the units are reserved for low- or moderate-income households. Program 5e calls for a Code amendment to allow senior apartments and independent living facilities subject to the same standards and procedures as non-age restricted residential uses. We will assist City staff by providing the following services: • Prepare draft revisions to General Plan and zoning documents Jill Ingram, City Manager • City of Seal Beach October 5, 2012 Page 3 • Prepare draft Planning Commission and City Council reports, resolutions and ordinances for review by City staff • Prepare CEQA findings • Assist staff in preparing and filing required public notices • Attend public meetings, give presentations, and respond to questions, as necessary • Assist staff in processing related applications to the Coastal Commission • Maintain project files in accordance with City procedures • General project coordination with City staff via phone, email or meetings at City Hall as needed Task 3- Prepare 2013 Housinci Element Update This task anticipates the following activities: • Prepare a Draft Housing Element for review by City staff, decision- makers and the public • Coordinate the HCD review process and recommend appropriate revisions to address HCD comments • Prepare a Final Housing Element for consideration by decision-makers • Prepare CEQA documentation for the Housing Element update (assumes Negative Declaration) • Attend a total of six public meetings with the Ad Hoc Committee, Planning Commission and City Council • Assist staff in preparing public notices, staff reports and meeting agendas • Maintain project records in accordance with City procedures 3. Project Schedule We will commence work immediately upon authorization to proceed. It is recognized that the Housing Element includes specific time commitments and that delays could result in undesirable consequences. We will work closely with City staff to ensure timely completion of these tasks. 4. Proposed Budget Our proposed budget is described in Attachment 1. Reimbursable expenses will be billed at actual cost with no markup. We do not charge for travel expenses. A contingency authorization is recommended so that any unanticipated additional work that may become necessary can be Jill Ingram, City Manager City of Seal Beach October 5, 2012 Page 4 completed without delay. Contingency funds will not be utilized without the City's prior written authorization. Thank you for the opportunity to submit this proposal. Please call me at 714-628- 0464 if you have any questions, Sincerely, J.H.DOUGLAS&ASSOCIATES ik 1 John Douglas,AICP Principal ATTACHMENTEt 7• - E' `Proposed'Budget x a ij a Seal Beach Housing Element,and Implementation Programs , .. COST 1. Land Use &Zoning Amendments (Program la) Project management,reports,meetings 10,000 Mitigated Negative Declaration 12,000 2., Related General Plan &Zoning Amendments _ 10,000 3. 2013 Housing Elementdate 28,000 Total-Professional Services $60,000 Subconsultant-Traffic Anal sis 7,500 Contingency' 5,000 Proposed Total Budget Authorization 7 $72,500 'Not to bo used without prior written authorization by the City • • PROFESSIONAL SERVICES AGREEMENT FOR HOUSING ELEMENT PREPARATION between City of Seal Beach Department of SEAL _ t'`i CARPO$4T�1, ' %* #S • 'b44R 19�y�tQs Redevelopment Agency of the Agency of Seal Beach 211 - 8th Street • Seal Beach, CA 90740 J.H. Douglas & Associates 13142 Rosalind Drive, Santa Ana, CA 92705 (714) 628-0464 This Professional Service Agreement ("the Agreement") is made as of June 27, 2011 (the "Effective Date"), by and between J.H. Douglas & Associates ("Consultant"), and the Redevelopment Agency of the Agency of Seal Beach ("Agency"), (collectively, "the Parties"). RECITALS 1 of 10 i • • A. Agency desires certain professional services. B. Consultant represents that it is qualified and able to provide Agency with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to the Agency. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the Agency authorizes such work in advance and in writing. The Agency Executive Director may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior Agency authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue through December 31, 2012, or until terminated as provided by this Agreement. 3.0 Consultant's Compensation Agency will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the Agency pay more than an additional $ 6,000 for a grand total of $52,000. Any additional work authorized by the Agency pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 2 of 10 i • 4.0 Method of Payment 4.1. Consultant shall submit to Agency monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. Agency will pay Consultant within 30 days of receiving Consultant's invoice. Agency will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from Agency, Consultant shall allow Agency or Agency's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. Agency's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by Agency, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by Agency upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Agency Executive Director Manager is the Agency's representative for purposes of this Agreement. 6.2. John Douglas is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To Agency: Seal Beach Redevelopment Agency 211-8th Street Seal Beach, California 90740 Attn: Executive Director 3 of 10 • • To Consultant: J.H. Douglas & Associates 13142 Rosalind Drive Tustin, CA 92705 Attn: John Douglas 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the Agency. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of Agency 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. 8.2. Consultant shall indemnify and hold harmless Agency and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of Agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. Agency shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to Agency from Consultant as a result of Consultant's failure to promptly pay to Agency any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the Agency. Consultant is fully responsible to Agency for the performance of any and all subcontractors. 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of Agency. Any purported assignment without such consent shall be void and without effect. 4 of 10 • • 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Agency that Consultant has secured all insurance required under this Section. Consultant shall furnish Agency with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Agency. 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 Agency if requested. All certificates and endorsements shall be received and approved by the Agency before work commences. The Agency reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. 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 that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Agency. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the Agency, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a 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 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the Agency to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the Agency; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Agency, its directors, officials, officers, (3) coverage shall be primary insurance as respects the Agency, 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 and that any insurance or self-insurance maintained by the Agency, 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; (4) for general liability insurance, that the Agency, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the Agency, its directors, officials, officers, employees, agents 5 of 10 • • 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. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the Agency, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the Agency. Consultant guarantees that, at the option of the Agency, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Agency, 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. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the Agency, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of Agency officials (collectively "Indemnities") 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 acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the Agency. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse Agency and its directors, officials, officers, employees, agents and/or volunteers, 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 Consultant, the Agency, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant 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 includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 6 of 10 • 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' 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. 15.0 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. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 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. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by Agency on any matter in connection with which Consultant has been retained. 7 of 10 • • 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, Agency shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of Agency has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to Agency, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' 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 all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. / / 8 of 10 • • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. SEAL BEACH REDEVELOPMENT CONSULTANT AGENCY By: / -i"- By: Wid R r ,ti h 4 - -boo- �as Arc) • Jill R. Ingram Name: n Executive Director Its: rrl''kGyQ( Attest: / By: - By: Linda Devine Name: Agency Secretary Its: Approved as to Form: By: v v ' ) Quinn Barrow Agency Counsel 9 of 10 • • Exhibit A Scope of Work and Hourly Rate Schedule (Dated May 13, 2011 ) 10 of 10 • • J.H. Douglas & Associates Planning Consultants MEMO DATE: May 13, 2011 TO: Mark Persico, AICP, Director of Development Services FROM: John Douglas, AICP SUBJECT: Proposed Housing Element Contract Amendment Mark, per your request this memo describes my suggested revisions to the Housing Element scope of work and budget to accommodate additional meetings with the Ad Hoc Committee as well as community meetings. This memo supersedes my previous memo of November 17, 2010. Two Ad Hoc Committee meetings have been held to date, and four additional meetings are anticipated. Also, two community meetings are anticipated while the current budget includes one. No other changes to the scope or budget are proposed at this time. Enclosed is a revised scope of work and budget for your review. The revised budget represents an increase of$5,940 for seven additional public meetings. Also, my previous firm Conexus, a 2-person partnership, was recently dissolved in order for each of us to pursue different interests. My former partner was not involved in this project in any capacity, and therefore this change will have no effect on the completion of the project. I originally formed J.H. Douglas & Associates as sole proprietor in 1998. It is therefore requested that the City transfer this contract to J.H. Douglas & Associates at the same time that the scope and budget amendment is processed. Please call if you have any questions. a John Douglas, AICP Principal Enclosure Revised Housing Element Scope and Budget 13142 Rosalind Drive, North Tustin, CA 92705 Tel: 714.628.0464 Fax: 714.628.0330 Email: John @JHDPlanning.net Proposed Scope of Work Augmentation City of Seal Beach Housing Element I 5.2 Community One—Two community outreach meetings are-is Outreach Meetings proposed, to be held shortly after the first joint study session. The purpose of this these meetings would be to inform attendees of the issues to be addressed in the Housing Element and solicit opinions and suggestions regarding local housing needs and program priorities. Products + Attendance, slide presentation and handout materials for one—two community outreach meetings 5.5 Ad Hoc During the course of the project, periodic meetings Committee Meetings will be held with the City's Ad Hoc Committee. A total of six meetings are anticipated. Additional meetings can be provided on a time-and-materials basis. Mr. Douglas will give presentations and facilitate discussion at each meeting in consultation with City staff. Products + Attendance, presentations and facilitation of six Ad Hoc Committee meetings . • Proposed Budget Revisions City of Seal Beach Housing Element May 13, 2011 Total Task Description PIC SP GIWP Hours Cost 1.0 Project Initiation 12 5 17 $2,170 2.0 Research and Analysis 2.1 -Evaluation of Current Housing Element 8 12 20 $2,400 2.2 -Needs Assessment 8 16 24 $2,840 2.3 -Resources&Opportunities 10 16 26 $3,110 2.4 -Constraints 10 30 40 $4,650 2.5 -Goals,Policies,Programs,Objectives 10 10 $1,350 3.0 Housing Element Preparation 3.1 -Administrative Draft Housing Element 16 16 8 40 $4,440 3.2 -Public Review Draft Housing Element 8 8 2 18 $2,090 3.3 -HCD Review Draft Housing Element 8 8 2 18 $2,090 3.4 -Proposed Final Housing Element 8 12 20 $2,400 3.5 -Final Housing Element 6 4 2 12 $1,380 4.0 General Plan Consistency Evaluation 4 8 12 $1,420 5.0 Public Participation 5.1 -Joint PC/City Council workshop#1 12 12 $1,620 5.2 -Community meetings(2) 16 16 $2,160 5.3 -Joint PC/City Council workshop#2 12 12 $1,620 5.4 -PC&CC hearings(1 each) 24 24 $3,240 5.5 -Ad Hoc Committee meetings(6) 36 36 $4,860 6.0 CEQA Review 8 32 2 42 $4,730 7.0 Project Management 1 Meetings 20 20 $2,700 Total Labor 232 167 16 415 $51,270 Hourly Rate $135 $110 $65 Reimbursable Expenses (See table below) $600 GRAND TOTAL BUDGET $51,870 Staffing PIC=Principal in Charge/Project Manager SP=Senior Planner GIWP=Graphics/word processing Estimated Reimbursable Expenses Travel No charge Printing/graphics/supplies $500 Postage I deliveries $100 Total $600