RESOLUTION NO. 2022-63
A RESOLUTION OF THE CITY OF GONZALES, APPROVING AND AUTHORIZING
AN AGREEMENT BETWEEN HARRIS AND ASSOCIATES FOR INITIAL WORK ON THE CITY OF GONZALES 6TH CYCLE HOUSING ELEMENT UPDATE
FOR THE PERIOD 2023-2031
WHEREAS, On July 1, 2022, the City of Gonzales (City) invited proposals from consultant firms or consultant teams to complete a housing element update, related rezoning and all necessary environmental review as required under State law, in a manner consistent with the Regional Housing Needs Allocation 6th Cycle (RHNA 6) planning period (2023-2031); and
WHEREAS, the City received two timely responses that were objectively reviewed and rated by four city staff members; and
WHEREAS, Harris and Associates had the higher rating and staff affirmed that they had met the requirements of a response to the RFP, had the right experience, expertise, and offered a fluent approach to a multicultural engagement with the community, and
WHEREAS, Harris and Associates also acknowledged the availability and dedication of qualified staff and that they could get the job done. A follow-up call with a former city client yielded compliments and satisfaction that their city had finished with a certified 6th Cycle Housing Element and that it came in on budget; and
WHEREAS, staff interviewed Harris and Associates via Zoom on Wednesday August 17, 2022 to meet the consultant team, refine the scope of work, staffing assignments and to discuss budget; and WHEREAS, the task of preparing the 6th Cycle Housing Element Update will approach a cost in the realm of $450,000 to $500,000 (estimated); and
WHEREAS, presently, the City only has a $65,000 LEAP grant from the state to get started and underway. Additional funding sources will be needed to complete the task by December of 2023; and WHEREAS, at the City’s request, Harris and Associates prepared a modified Scope of Services to reflect the City’s ability to commit $65,000 from the LEAP Grant; and WHEREAS, the tasks included in the Modified Scope of Services to get underway with the 6th Cycle Housing Element are:
1) A potential housing sites inventory
2) Early work on the fair housing section
3) A bilingual residential survey about housing needs and initial demographics work, and 4) Working with AMBAG to secure REAP 2.0 funding for housing element preparation. Harris staff will review the Notice of Funding Availability (NOFA) when released and will prepare one (1) draft and one (1) final version of the application for approval by City Council.
WHEREAS, should we be successful in these efforts to secure additional grant funding, City staff will bring the REAP 2.0 funding requests to and through City Council when ready; and WHEREAS, should we be able to secure additional grant funding, it is not anticipated that the REAP awards will be made timely enough to close funding gaps in the work efforts that need to be started now and for the consultant to stay on task on the City’s behalf. The City of Gonzales will need to find the funds to close this significant gap. REAP 2.0 awards may not be available until April/May of 2023; and
WHEREAS, the Housing Element work will be prepared in accordance with the requirements of the California Environmental Quality Act; and
WHEREAS, following, or leading up to, the completion of this initial modified scope of services to a pay-point of $65,000, a new scope of work to complete the preparation of the 6th Cycle Housing Element will be prepared and presented in keeping with available financial resources, requiring additional Council action at that time.
NOW THEREFORE, BE IT HEREBY RESOLVED that the Acting City Manager is authorized and further directed to prepare and execute an appropriate Agreement between Harris and Associates for initial work on the City Of Gonzales 6th Cycle Housing Element Update for the period 2023-2031 according to the attached Agreement with modified Scope of Services and Budget.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Gonzales duly held on the 6th day of September 2022, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
_______________________________
Jose L. Rios, The Honorable Mayor
ATTEST:
_____________________________
Mary Villegas, Deputy City Clerk
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF GONZALES AND HARRIS AND ASSOCIATES
for initial work on the City of Gonzales
6th Cycle Housing Element Update for the Period 2023-2031.
THIS AGREEMENT for consulting services is made by and between the City of Gonzales ("City") and Harris & Associates ("Consultant") (together sometimes referred to as the "Parties") as of September 6, 2022 (the "Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on January 1, 2024, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A on or before that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $65,000, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.
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Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
The beginning and ending dates of the billing period; A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.
2.3 <<Not Used>>
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 3 of 13
unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A.
2.6 Reimbursable Expenses. Any reimbursable expenses are included in the authorized contract amount and shall be approved by city staff in advance.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types, and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence that such insurance is in effect to City.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a selfinsurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 4 of 13
self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
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d. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of five years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 6 of 13
beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement.
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Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of the City.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent, or trademark law. Consultant's Failure to comply with any law(s) or Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 8 of 13
regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.
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8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 10 of 13
records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Monterey or in the United States District Court for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
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10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies, and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City’s Community Development Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Hitta Mosesman, Vise President Community Development & Housing [email protected]
Phone 949.264.8573
22 Executive Park, Suite 200
Irvine, CA 92614
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Any written notice to City shall be sent to:
Taven M. Kinison Brown, Community Development Director
[email protected]
City of Gonzales
P.O. Box 647
Gonzales, CA 93926
AND
Mary Villegas, Administrative Specialist/Deputy City Clerk [email protected]
City of Gonzales
P.O. Box 647
Gonzales, CA 93926
10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
Exhibit A Scope of Services and Budget
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
10.14 Non-Responsibility for General Contractor Responsibilities and Duties. Unless otherwise agreed by City and Consultant in writing, nothing in Consultant's services shall be construed to mean that Consultant assumes any of the contractual responsibilities or duties of the general contractor. The general contractor is solely responsible for construction means, methods, sequences and procedures used in the construction of a Consulting Services Agreement between September 6, 2022 City of Gonzales and Harris & Associates Page 13 of 13
project and for related performance in accordance with its contract with the City. The general contractor shall not be relieved of its responsibility for the safety of the workplace or for the method or manner of construction. The Consultant and its personnel have no authority to exercise any control over or charge of acts or omissions of the general contractor or their employees in connection with the construction work.
The Parties have executed this Agreement as of the Effective Date.
CITY OF GONZALES Harris & Associates
Patrick Dobbins
Acting City Manager
Hitta Mosesman
Vice President Community Development & Housing
Attest:
Mary Villegas, Deputy City Clerk
22 Executive Park, Suite 200 Irvine, CA 92614 (949) 655-3900 WeAreHarris.com August 25, 2022
Taven M. Kinison Brown, Community Development Director
City of Gonzales
P.O. Box 647
147 Fourth Street
Gonzales, CA 93926
HOUSING ELEMENT UPDATE – LIMITED SCOPE TO START HOUSING ELEMENT PROCESS Dear Mr. Brown,
Per our recent conversations, we are pleased to provide this proposal to the City of Gonzales (City), as an alternative to the full proposal on the Housing Element Update (HEU) process, which utilizes the current grant funding the City has obtained to start the process.
The City has requested that Harris provide a proposal for work that can be completed under the current budgeted amount of $65,000 that includes preparing a Regional Early Action Planning (REAP) 2.0 grant application for additional HEU funding.
However, outside of preparing the grant application, the tasks required to effectively begin the HEU process require work on multiple sections of the HEU to prepare for community engagement, including the housing needs, sites inventory and affirmatively furthering fair housing sections. Therefore, we believe that the only efficient and feasible approach that can result in HEU certification by the State-mandated deadline is to complete this pre-work for community engagement which requires us to base this proposal on the number of hours worked rather than by deliverables due to budget constraints.
In other words, we would need to complete portions of the HEU analysis in 3 areas – housing needs, site inventory and fair housing- to prepare for community engagement. We have provided the number of hours our team can dedicate to each section in the budget to address the budget constraints. Please note that the full sections themselves cannot be completed under this scope, but partial completion (based on the availability of data) can be achieved.
Scope of Work
Harris proposes a scope and approach to complete the REAP 2.0 grant application and begin work on key sections of the HEU where analysis is required in order to conduct the community outreach process.
1. REAP 2.0 APPLICATION
Harris will review the Guidelines to be released by the Association of Monterey Bay Area Governments (AMBAG). These Guidelines are not available to date but according to AMBAG’s website, will be released sometime after January 1, 2023. It is important to note that AMBAG has not provided an estimated date when the Notice of Funding Availability (NOFA) and grant application will be available. Harris will review the NOFA when released, prepare the REAP grant application (1 draft version for City staff review and 1 final version) and submit an electronic copy for the City to submit to AMBAG. The grant application will likely need to be approved by the City Council. Please note that no staff reports or meetings are included under this task in order to control costs, but a few hours of coordination with the City on the grant application has been included.
Deliverables:
• One (1) draft version of the REAP grant application (in Word and adobe format). • One (1) final version of the REAP grant application (in Word and Adobe formats).
Consulting Services Agreement between
City of Gonzales and Harris & Associates
September 6, 2022
Exhibit A
--Exhibit A
Harris & Associates, Inc. 2 of 3
2. HOUSING NEEDS SECTION – DATA RESEARCH, ANALYSIS AND TABLES Harris staff will conduct data research on demographics, rents, home prices and other factors to determine housing needs pursuant to US Census, real estate and other data sources. This research will be synthesized into some tables and exhibits needed for the Housing Needs section and to identify housing needs issues in preparation for the community engagement required for the HEU. Due to the fact that data research and analysis is required on several HEU sections prior to community engagement, Harris has provided a set number of hours for the scope and budget but cannot project deliverables at this time as it will be dependent on the availability of data sources (particularly the availability and format of data provided by AMBAG, if applicable).
3. SITE INVENTORY – DATA RESEARCH AND ANALYSIS
Harris staff will coordinate with City staff on potential housing sites and conduct research and analysis on sites within the City that meet HCD criteria for being ripe for redevelopment, including building age, improvement to land value ratio (based on the County equalized assessment roll), building vacancies (according to LoopNet) and other factors. Due to the fact that data research and analysis is required on several HEU sections prior to community engagement, Harris has provided a set number of hours for the scope and budget but cannot project deliverables at this time as it will be dependent on both the availability of data sources and the result of the data analysis. Harris will strive to complete a draft site inventory, but it will depend on whether the data indicates that sites will legally qualify – this is critical as related to lower income sites.
4. AFFIRMATIVE FURTHERING FAIR HOUSING (AFFH) – DATA RESEARCH, ANALYSIS AND MAPS Harris staff will conduct data research on fair housing issues utilizing US Census data and HCD mapping and other resources.
Work on this section will be limited to available data and will not include very limited coordination with the City’s fair housing service provider research, data request and/or analysis. The scope includes only the preparation of maps and some tables to help inform the community engagement process. Due to the fact that data research and analysis is required on several HEU sections prior to community engagement, Harris has provided a set number of hours for the scope and budget, but cannot project deliverables at this time as it will be dependent on the availability of data sources
5. MEETING ATTENDANCE
Harris will attend three (3) check in meetings (virtual only) with City staff.
Requirements to Start Work
Harris can commence work when either of the following is provided:
• City staff provides an email with a written authorization to commence work prior to the contract being executing and agreeing to pay invoices that include hours worked prior to the date of the executed contract; or • Harris receives an executed contract.
Budget
The proposed budget is provided on the following page. Please note that this proposal assumes that the actual hours spent, not deliverables, determine the budget amount. Once the budget is exhausted, Harris would require a contract amendment to continue work on the HEU.
Consulting Services Agreement between
City of Gonzales and Harris & Associates
September 6, 2022
--Exhibit A
Harris & Associates, Inc. 3 of 3
Contract Term
Harris anticipates that the work subject to this proposal will be completed no later than January 2023. In order to meet the State mandated deadline for HEU certification, community outreach would be required to begin in February 2023 (community outreach and tasks associated with the HEU are not included in this proposal but are contained in the July 25, 2022, complete proposal submitted to the City pursuant to a Request for Proposal.
Disclaimers
Please note that if the City would like to take this limited approach, we cannot guarantee that the City will meet the State mandated deadline if there is a pause, delay or stop to the work needed to prepare a certified HEU under new State requirements. We would like to be transparent with the City that it is unlikely the City will meet the State mandated deadline of December 2023 if there is any delay in the process of completing the full scope of work provided in Harris’ proposal dated July 25, 2022.
One very large caveat to the HEU is the REAP 2.0 grant funding the City would like to pursue. Please note that there is no firm date on when the NOFA will be issued by AMBAG. According to information on AMBAG’s website, they are not submitting their guidelines to the State until sometime around December 31, 2022. Therefore, an award of REAP grant funding may not occur until late spring or summer of 2023. If work were to pause until the award is provided, it is our belief that it will not be feasible to prepare the full HEU document for HCD review (given State law availability requirements and lengthy HCD review periods) within the time frame needed to achieve certification by the State mandated deadline.
Additionally, it is Harris policy to limit work completed as that under an executed contract and Harris cannot begin any work, or continue to provide work in process outside of the established scope and budget, without either an executed contract or a written statement from a client authorizing the work and agreeing to paying invoices for work completed outside of the scope while a new contract or contract amendment is in process.
We appreciate the opportunity to work with the City of Gonzales. Please feel free to contact us if you have any questions.
Sincerely,
Harris & Associates, Inc.
Hitta Mosesman
Vice-President, Community Development + Housing Consulting (949)291-3729 [email protected]
$275/hr $190/hr $175/hr $150/hr $140/hr
REAP 2.0 Grant Application 5 15 25 $ 8,525
Housing Needs 4 10 20 40 $ 11,990
Site Inventory 10 30 10 $ 9,740
AFFH 6 8 30 20 $ 10,360
Meetings 2 8 $ 2,070
Project Management/Coordination 10 50 25 20 20 $ 22,315 Total 35 121 70 50 90 $ 65,000
Total Estimated Fee Vice President Project Manager Senior Analyst Deputy Project Manager Analyst
Consulting Services Agreement between
City of Gonzales and Harris & Associates
September 6, 2022
--Exhibit A