FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
[Transfer of Development Rights Ordinance]
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “First Amendment”) is made and entered into as of ________________, 2022, by and between the CITY OF ORANGE, a municipal corporation (“City”), and PLACEWORKS, INC, a California corporation (“Contractor”), with reference to the following:
A. City and Contractor entered into a Professional Services Agreement (Agreement No. 7256) dated September 15, 2021, which is incorporated herein by this reference (the “Original Agreement”); and
B. City and Contractor desire to amend the Original Agreement to modify, amend and supplement ce rtain portions of the Original Agreement by revising the Scope of Services and increasing the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this First Amendment are deemed and construed to refer to the Original Agreement, as implemented by this First Amendment.
Section 3 Revised Scope of Services . The Scope of Services, Section 1, Exhibit A of the Original Agreement, is hereby amended, modified and supplemented to include the services described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Compensation. The total not -to-exceed compensation for the services to be rendered as set forth in Section 2.a of the Original Agreement is increased by THIRTY THOUSAND DOLLARS and 00/100 ($ 30,000.00) and Section 2.a is hereby amended in its entirety to read as follows:
“Contractor's total compensation for all services performed under this Agreement, shall not exceed FIFTY-FOUR THOUSAND SEVEN HUNDRED FORTY -NINE DOLLARS and 00/100 ($ 54,749.00) without the prior written authorization of City.”
Section 5. Integration. This First Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between
2 the terms and p rovisions of this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the parties.
IN WITNESS of this First Amendment, the parties enter into this First Amendment on the year and day first above written.
“CONTRACTOR” “CITY”
PLACEWORKS, INC, a California corporation CITY OF ORANGE, a municipal corporation
*By: By:
Printed Name: Mark A. Murphy, Mayor
Title:
*By: ATTEST:
Printed Name:
Title:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Binning
Senior Assistant City Attorney
*NOTE: If Contractor is a corporation, the City requires the following signature(s):
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution , certified by the Secretary close in time to the execution of the Agreement, must be provided to the City.
EXHIBIT “A”
SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]
Work Plan for Transfer of Development Rights
Ordinance
TASK 1 DEFINE TDR PROGRAM PARAMETERS
This task will define the desired parameters of the TDR program. These parameters may include:
+ Refined boundaries for sending and receiving areas
+ Applicable TDR commodities, which could include densities, unit types, and development standards such as parking requirements and public benefits + Relevant portions of the General Plan and Zoning Ordinance + Role of the City, including certification, TDR retirement, and TDR banking The program parameters defined during this task provide the basis for subsequent tasks but may be modified as part of the final program design and ordinance.
TASK 1.1: PRELIMINARY TDR PROGRAM ANALYSIS
PlaceWorks will review existing the General Plan and Zoning Ordinance, entitlement process, and recent sending-area and receiving-area projects. Based on the analysis and our experience with TDR programs and the work under TDR Economic Analysis Project, we will prepare a preliminary TDR program analysis. The report will identify options for program elements and provide recommendations. We will submit the draft report in a digital format.
Time Frame
+ 4 Weeks
Deliverable
+ Draft TDR Program Analysis report
TASK 1.2: PROGRAM ANALYSIS REVIEW WITH CITY STAFF
PlaceWorks will review the draft TDR program analysis report at a meeting with staff from City departments involved in plan review. The purpose of this meeting is to ensure that the options for program parameters reflect the realities of land use and development in Orange and the way the City reviews and approves development. The meeting will also provide an opportunity to appropriately expand or reduce the options under consideration.
Based on the input received at this meeting and one round of consolidated comments, PlaceWorks will revise the TDR Program Analysis report and prepare a summary memorandum to inform the stakeholder outreach in the following task.
Time Frame
+ 2 Weeks
Deliverables
+ One review meeting with City staff
+ Revised TDR Program Analysis report
+ TDR Options Summary memorandum
TASK 1.3: STAKEHOLDER OUTREACH
PlaceWorks will conduct three rounds of stakeholder outreach. At a minimum, this will include three one-hour group meetings. We will collaborate with City staff to identify appropriate stakeholders and the format for the meetings. We would envision one meeting focusing on historic preservation and sending-area property owners, one meeting focusing on receiving-area property owners, and one meeting focusing on developers. In our experience, we receive better input from developers in an individual interview rather than a group meeting. In lieu of a group meeting for developers, our budget could include four 30-minute individual interviews with developers.
The intent of the stakeholder outreach is to explain the TDR process, garner input on the possible parameters of the TDR program, and to gauge interest in participating in a TDR program. In addition, we will seek to better understand the local development dynamics affecting financial feasibility of development in the outreach with developers.
We will prepare a summary report of the stakeholder outreach meetings. The report will identify our recommendations for changes to the TDR program analysis report resulting from stakeholder input.
Time Frame
+ 2 Weeks
Deliverables
+ Three one-hour stakeholder meetings
+ Summary report
TASK 1.4: INITIAL TDR PROGRAM ANALYSIS REPORT
PlaceWorks will meet with City staff to review the results of the stakeholder outreach. The purpose of this meeting is to finalize the TDR program parameters. Based on the input from the review meeting and one round of consolidated comments, we will finalize the TDR Program Analysis report.
Time Frame
+ 4 Weeks
Deliverables
+ One review meeting with City staff
+ Initial TDR Program Analysis report
TASK 2 DETERMINE TDR EXCHANGE RATES
This task builds on the Initial TDR Program Analysis Report (Task 1) and the separate TDR Economic Analysis project to determine the appropriate TDR exchange rates, which determines the number of TDR credits a property owner in the receiving area earns for each TDR credit purchased from the sending area.
TASK 2.1 FINAL TDR PROGRAM PARAMETERS
PlaceWorks will meet with City staff to review the findings from the financial feasibility analysis (Task
2.1 under the separate TDR Economic Analysis project). In this meeting, we will refine the TDR program parameters. Based on the input from this meeting, we will prepare the final TDR Program Analysis report, which identify the key elements to be included in the Zoning Ordinance amendment.
We finalize the TDR Program Analysis Report based on one round of consolidated comments from City staff.
Time Frame
+ 4 Weeks
Deliverable
+ Review meeting with City staff
+ Final TDR Program Analysis report
TASK 3: PREPARE AND ADOPT ZONING ORDINANCE AMENDMENT
The final task is to prepare the draft Zoning Ordinance amendment, vet it with City staff, and carry it through the public hearing adoption process.
TASK 3.1 DRAFT AMENDMENT
Based on the program parameters identified in the final TDR Program Parameters report, PlaceWorks will prepare the draft Zoning Ordinance amendment. We envision that the amendment will include:
+ Boundaries for sending and receiving areas
+ Qualifications for calculating the development rights for sending area parcels + The process and requirements to certify and sever development rights + The exchange rate for the amount of development rights applicable in receiving areas for each sending area development right purchased, including exchange rate ratios for different development rights commodities, if any
+ Applicability of other considerations for the application of development rights (e.g., additional development rights for public benefits)
+ The process and requirements for the application and retirement of development rights used for new development in receiving areas
+ Graphics needed to convey important information, standards, and processes
We will submit the draft amendment, conduct a review meeting with City staff involved in the project, and refine the draft amendment based on input from the meeting and one round of consolidated comments.
Time Frame
+ 5 Weeks
Deliverables
+ Draft Zoning Ordinance amendment
+ One review meeting with City staff
TASK 3.2 INTERDEPARTMENTAL CITY REVIEW
PlaceWorks will attend up to two interdepartmental meetings to review the draft amendment. We recommend that the City’s legal counsel be present for at least one of these meetings. Based on input from these meetings and one round of consolidated comments, we will prepare the final draft Zoning Ordinance amendment.
Time Frame
+ 3 Weeks
Deliverables
+ Up to 2 review meetings
+ Final draft Zoning Ordinance amendment
TASK 3.3 PUBLIC HEARINGS
PlaceWorks will attend two public hearings to present the draft amendment and answer questions.
We will prepare a PowerPoint presentation for the public hearings. The budget provides a line-item cost for attendance at additional public hearings.
Time Frame
+ 4 Weeks
Deliverables
+ Attendance at two public hearings
+ PowerPoint presentation
TASK 4: PROJECT MANAGEMENT
This task accounts for the ongoing activities that are essential for keeping a project on schedule and within budget, such as communication and additional meetings with City staff, schedule and budget management, and internal coordination. This task continued throughout the project.
MEETINGS
Our scope of work includes several meetings. We are assuming the restrictions related to the COVID- 19 pandemic will not restrict in-person meetings when the project commences. We assume that the stakeholder interviews will be in-person meetings. Several meetings are with the City staff closely involved in the project, and we assume that half of these meetings will be virtual meetings, and half will be in-person meetings. We assume that meetings with interdepartmental staff and the public hearings will be in-person meetings. We do not anticipate a change in cost if public health requirements restrict in-person meetings during the course of the project.
DELIVERABLE PRODUCTS
The budget assumes that we will provide all deliverable products in a digital format, such as Microsoft Work, PDF, or similar. There would be additional costs if hard copy deliverables are required.
SCHEDULE
We anticipate a nine-month schedule for the two projects, the separate TDR Feasibility Analysis and this scope of work for the Transfer of Development Rights Ordinance. We expect work on this project to commence about two months after the work on the TDR Feasibility Analysis begins, with work being completed within seven additional months. The chart of the following page shows the proposed schedule by task.
Task 1: Defi ne Program Parameters
Task 1.1 Pre lim inary TDR Program A nalysis
Task 1.2 Review with City Staff •
Task 1.3 Stakehol der Outreach
Task 1.4 Initial TDR Program A nalysis Re port •
Task 2: Determi ne TDR Exchange Rates
Task 2.2 Final TDR Program Parameters •
Task 3: Prepare and Adopt Zoning Ordinance Amendment
Task 3.1 Draft Amendment •
Task 3.2 Interdepartmental Ci ty Revi ew • •
Task 3.3 Public Hearings • •
Task 4 Project Management
Task 4.1 Project Management
• Consultant meeting with City
Month 6 Month 7 Month 8 Month 9Month 1 Month 2 Month 3 Month 4 Month 5
FEE
The table on the following page provides the detailed budget for PlaceWorks’ scope of work to prepare a TDR Feasibility Analysis for the City of Orange. The table list the hours by task and by PlaceWorks’ staff member, including the hourly fee for each staff member assigned to the project.
In addition to the hourly cost, the budget includes a $435 cost for estimated reimbursable expenses, such as mileage cost for travel to and from in-person meetings at the IRS-approved rate and possible data acquisition costs, such as recent home sales values. Any reimbursable expenses incurred will be itemized on the monthly invoice.
The budget also includes PlaceWorks’ standard charge for general office expenses, calculated as 2% of the labor fee. This charge will be included on each monthly invoice as 2% of the labor fee for the invoice.
City of Orange—TDR Zoning Ordinance Amendment
COST PROPOSAL
JUDD GUNNELLS GUZMAN HERKEWITZ HADFIELD
Task Desc r iption
P r inc ipal-
in-Charge
Project
M anager
Assist ant
Project
M anager
GIS
Analy sis
Strategic
Advi s or,
CEQA
Editing
Hour ly Rate: 250$ 215$ 120$ 165$ 235$ 115$ 1 Define Program Parameters
1.1 P r eliminar y TDR P r ogr am Analy sis 12 16 28 4,500
1.2 Rev iew with C ity Staff 4 4 8 1,340
1.3 Stakeholder Outreach 6 8 14 2,250
1.4 Initial TDR P r ogr am Analy sis Repor t 2 4 6 4 16 2,540 Task 1 Subtotal 2 26 34 4 66 10,630$
2 Determine TDR Exchange Rates
2.1 Final TDR P r ogr am P ar ameter s 4 8 4 16 2,280
Task 2 Subtotal 4 8 4 16 2,280$
3 Prepare and Adopt Zoning Ordinance Amendment
3.1 Draft Amendment 16 40 5 8 69 9,985
3.2 Interdepartmental C ity Rev iew 6 6 12 2,010
3.3 P ublic Hear ings 6 6 1,290
Task 3 Subtotal 28 46 5 8 87 13,285$
4 Project Management
4.1 Project M anagement 6 6 12 2,790
Task 4 Subtotal 6 6 12 2,790$
Total Labor Hours 8 64 88 5 0 16 181
Total Labor Fee 2,000 13,760 10,560 825 0 1,840 28,985$ Reimbursable Expenses 435
Standard Office Expenses @2% 580
Grand Total 30,000$
Total Hours Total Fee