CITY OF PACIFICA
170 Santa Maria Avenue • Pacifica, California 94044-2506 www.cityofpacifica.org
Scenic Pacifica
Incorporated Nov. 22, 1957
AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (the "Agreement") is made and entered into this December 20, 2024, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and MIG, a California corporation (hereinafter referred to as "CONSULTANT").
RECITALS
WHEREAS, CITY requires on-call planning services and related services described herein; WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.
NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1 Scope of Work. CONSULTANT agrees to furnish the services set forth in Exhibit A, which is attached hereto and incorporated herein (the "Services").
1.2 Compliance with Law. The Services shall be performed in accordance with all applicable tederal, state and local laws, ordinances, rules, regulations and orders.
1.3 Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.
1.4 Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.
1.5 Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY.
1.6 Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.
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Agreement for Services: MIG and City of Pacifica for on-call planning services Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.
1.8 Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the pertormance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.
1.9 Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.
ARTICLE 2 - COMPENSATION
2.1 Compensation. Compensation for the Services shall be in accordance with Exhibit A, attached hereto and incorporated herein. It is agreed that the compensation for the Services shall not exceed $75,000 ("Cost Ceiling").
2.2 Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month.
Invoices will be by Phase and Time and Materials to the max overall budget.
CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.
2.3 Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.
2.4 Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment until the Services are complete and CITY has received all Documents. CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.
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Agreement for Services: MIG and City of Pacifica for on-call planning services ARTICLE 3 - TIME OF PERFORMANCE
3.1 Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until the Services are completed (the "Term"). CONSULTANT agrees to complete all services by June 30, 2025.
3.2 Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.
3.3 Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.
3.4 Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.
ARTICLE 4 - DESIGNATED CONTACTS
4.1 CITY Contact. CITY designates Elizabeth Brooks, Community Development Department Director, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY's representative, CITY will notify CONSULTANT of the change in writing.
4.2 CONSULTANT Contact. CONSULTANT designates Shawna Brekke-Read, Director of Planning Services as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.
ARTICLE 5 - INDEMNIFICATION AND INSURANCE
5.1 Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims"), defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties. CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense. The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.
5.2 Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.
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5.3 Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A: VII.
A. Comprehensive Automobile Liability Insurance. Comprehensive Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.
B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.
C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.
D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer's liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.
E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section 5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
• Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
• Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a "separation of insureds" or "severability" clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
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Agreement for Services: MIG and City of Pacifica for on-call planning services • Naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds ("Additional Insureds"); and Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it. • It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance. Furthermore, the requirements for coverage and limits shall be the greater of: (a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.
F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach.
Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.
ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:
If to CITY: Elizabeth Brooks
City of Pacifica
Community Development Department
170 Santa Maria Avenue
Pacifica, CA 94404
(650) 738-7341
[email protected]
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Agreement for Services: MIG and City of Pacifica for on-call planning services If to CONSULTANT: Shawna Brekke-Read, Director of Planning Services MIG
800 Hearst Avenue
Berkeley, CA 94710
510-845-7549
[email protected]
ARTICLE 7 - MISCELLANEOUS
7.1 Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.
7.2 No Assignment. The Services are deemed unique and CONSULTANT shall not assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of CITY. As limited by this Section
7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.
7.3 Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.
7.4 Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.
7.5 Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in San Mateo County, California.
7.6 Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.
7.7 Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.
7.8 Attorney's Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.
7.9 Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or
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Agreement for Services: MIG and City of Pacifica for on-call planning services parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
7.10 Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
CITY OF PACIFICA
Date: 118/25
Kevin Woodhouse, City Manager
1/1/2025
Date:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
Deniel Santoms 12.12.24
By: Date:
Daniel lacofano, President and Chief Executive Officer
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EXHIBIT A
SCOPE OF WORK
MIG Scope of Services
City of Pacifica
October 23, 2024
Summary
IG will provide contract planning services by utilizing a team of Project Associates and Senic ssociates who will be supervised by a MIG Senior Planner Project Understanding
MIG understands Pacifica requires assistance for the Community Development Department's planning operations. MIG understands Pacifica is interested in an assistant planner/planning technician level individual who may work in the City's offices for 30-40 hours per week for the next three to four MIG understands the City requires work in the following areas:
- Assisting the public by answering questions about land use, zoning, and development standards.
Preparing maps, reports, and other planning documents.
Supporting planners in research and data collection.
- Maintaining and updating planning files, records, and databases.
MIG understands tasks may vary based on department need.
Scope of Services
To ensure appropriate resources are assigned to match project needs, MIG will work with City staff to assign projects to individual planners and oversee their work. Unless otherwise directed by the City, MIG assumes City staff will provide project supervision and quality control for assigned projects This proposal anticipates MIG contract planners will support the full array of project review and entitlement services on-site, up to 40 hours per week. MIG is prepared to provide additional services remotely to further augment the department. The following lists typical tasks that will be associated - Analyze development applications for compliance with the General Plan, Zoning Ordinance, Subdivision Map Act, Design Review Criteria, and other applicable plans, policies, and regulations. - Compile and analyze data on economic, social, environmental, and physical factors affecting land use and systemic or long-range tools that aré available to address development implications. - Successfully manage projects from submittal to decision in a manner that is consistent with the Permit Streamlining Act, CEQA timeline requirements, and other "shot clock" requirements for housing and telecommunication projects.
- Physical site planning to identify issues and explore alternatives for addressing issues based on a - Collaborate and work with City staff, the applicant, property owners, community groups, engineers, architects, and stakeholders, to discuss and advise on project issues, explain procedures, and provide interpretations and recommendations.
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- Maintain open communication with the designated City Planner, Community Development Department staff, other City departments, divisions or other jurisdictions, and the public. - Write staff reports, resolutions, ordinances, and conditions of approval for presentation to decision-makers.
- Prepare for and make PowerPoint and oral presentations at public hearings and community meetings,
Prepare CEOA determinations and/or work closely with on-call CEQA consultants to ensure compliance with CEQA.
- Coordinate condition and mitigation compliance throughout permit review and construction.
Through this agreement, the City gains access to all other MIG services. If requested, MIG will also provide other services as needed, including but not limited to the following:
- Prepare environmental analyses (CEQA compliance, biological assessments, Air Quality/GHG assessments, cultural resource assessments).
Plan and Code Amendments.
Design services and review.
Our Team
At MIG, our greatest strengths are our individual staff members, who bring their training, skills, life experience, and professional acumen to each project.
Dan Amsden, AICP, will serve as Principal-in-Charge and provide overall project oversight and quality control, ensuring that adequate resources are made available and all contractual requirements are met. Dan is an experienced, personable problem-solver with over 20 years of experience as a planning consultant and public agency planner with expertise in managing land use planning and policy, general and specific plans, urban design, public outreach, and meeting facilitation.
Shawna Brekke-Read will serve as the Project Manager for planning services. Shawna has over 30 years of experience in the public, non-government, and private sectors. As a director and municipal manager, she has overseen planning, building, housing, economic development, and permit services.
Mike Campbell, AICP, will serve as an advisor for environmental review and the California Environmental Quality Act (CEQA Advisor). Mike brings over 35 years of experience in environmental planning, and he has prepared and managed hundreds of EIRs and other environmental documents.
Mike and his environmental team are prepared to provide additional CEQA services if requested.
Assistant Planners/Planning Technicians
Gabrielle DeLavallade will provide on- and off-site planning services. Gabrielle currently reviews rojects for the City of Richmond and San Joaquin County and supports the Contra Costa Count ollaborative (C4). Gabrielle provides thorough and comprehensive review of permit applications fo MIG, Inc. 3
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compliance with municipal zoning standards, and has specifically worked with unique and historic design guidelines including form-based code, CEOA exemptions, and general site regulations. In addition, she has prepared decision documents for planning commissions, zoning administrators, and design review study sessions.
Emily Sanchez will serve as back-up for on-site planning services, beginning in January 2025 (after she completes the Objective Design Standards for the City of Half Moon Bay). Emily is currently assisting with the Objective Design Standards for the City of Half Moon Bay and supporting the C4 work, including preparing weekly communications to jurisdiction staff. Emily previously provided on- and off-site services for the Town of Moraga during a time of staff transition. Emily reviews development proposals to ensure compliance with local policies and code requirements. She also performs tasks such as outreach, research, design and holds a high standard for all forms of communication to ensure efficient coordination and project progress.
Virginia Morgan will be available to provide off-site planning services, should Pacifica require additional assistance. Virginia has served as a contract planner for multiple jurisdictions, including the City of Richmond, City of Belvedere, and Mono County. Her current planning work includes projects ranging from small-scale residential updates to new, multi- family and mixed-use developments. She has processed development entitlements to ensure their compliance with municipal codes and form- based codes, ordinances, design guidelines, CEOA and streamlined housing projects under California State Law SB 35.
Budget
MIG proposes to provide services on a time/materials (T/M) basis. MIG is prepared to provide on-site services up to three days per week and off-site services two additional days per week, for twelve weeks, which may be extended upon mutual agreement. This Scope of Work is based on assumptions outlined below. If needed for individual projects, MIG can prepare a project specific staffing plan, scope and budget estimate for use by the City. Project costs will be based on MIG's comprehensive billing rate sheet. The following shows the associated billing rates for planners:
Associates: $110 -$160
Senior Planner: $180 - $230
Director: $205 - $250
For each assigned project, MIG will initiate work and prepare a Task Order, including a scope of work estimate and assumptions
Reimbursables
To the extent that tasks require MIG employees to produce documents, facilitate communication, or travel, the following costs would be reimbursed as indicated:
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- Miles associated with commuting to and from Pacifica from Berkeley MIG offices; mileage charge for personal auto use will be the currently applicable mileage rate established by the internal Revenue Service.
- Direct costs or project expenses such as photocopying (large quantity); plotting; and printing (B & W or color) are charged at cost plus 10%.
- The cost of communications including long-distance (excluding cell phones), fax, postage, courier, and other delivery costs are charged at cost, plus 10%.
Assumptions
The Scope of Work assumes the following:
- Assistant Planner-level staff will be available to support Town needs for up to 40 hours per week for the next twelve weeks. Additional hours may be available if requested. - MIG will provide services on-site three days per week. All other work will be done remotely. - If needed for individual projects, MIG can prepare an additional project-specific staffing plan, including a scope and budget estimate for use by the City. - Through this agreement, the City gains access to all other MIG services. If requested, MIG will also provide other services and associated estimates as needed, including but not limited to the • Prepare CEQA determinations and/or work closely with on-call CEQA consultants to ensure compliance with CEQA.
• Prepare environmental analyses (CEQA compliance, biological assessments, Air Quality/GHG assessments, cultural resource assessments). • Plan and Code Amendments.
Design services and review.
Physical site planning to identify issues and explore alternatives for addressing issues based on a site visits).
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