Proposed DDA Amendment
Habitat proposes amending the Agreement to reduce the proposed Project to three low income units due to site constraints. When the Agreement was executed, Habitat believed four units was feasible based on the site area indicated on Assessor parcel maps and zoning requirements.
Habitat’s civil engineering consultant later completed a survey of the Property that revealed the total area is less than what the parcel maps indicated. Development will be limited to three units based on the site’s verified size and current zoning. Habitat also requests extensions to Agreement deadlines as shown in Table 1.
Table 1: Proposed DDA Amendments
Current Amended
Purchase Price Donation ($10) No Change
Forgivable Loan Amount $285,000 No Change
Total Units 4 3
Subsidy Per Unit $71,250 $95,000
Affordability Levels 3 Low (80% AMI)
1 Moderate (120% AMI)
3 Low (80% AMI)
Bedroom Sizes 3 Three-Bedroom
1 Four-Bedroom
2 Three-Bedroom
1 Four 4-Bedroom
Deadlines
Entitlements
Other Funding Commitments
Escrow Closing
September 27, 2023
December 31, 2023
January 31, 2024
December 31, 2023
June 30, 2024
July 31, 2024
The $285,000 forgivable loan would be provided after closing escrow on the property to fund predevelopment costs. The loan would eventually roll over into forgivable loans to the individual homeowners of the four homes constructed on the property. Habitat estimates that infrastructure and site development will begin in 2024 and construction will be complete in 2026.
Pro Forma Review
Development Costs
RSG reviewed a Project pro forma dated May 30, 2023 that estimates a total development cost of $2.4 million or $609 per s.f. to develop three units. The original proposal for four units estimated a total development cost of $2.7 million or $503 per s.f. in a Project pro forma dated February 18,
10.1.e
Packet Pg. 235 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
2021 (see Table 2). This represents a 9.6% reduction in total development costs. The total cost per s.f. increased by 21.2%, however this is reasonable considering the economies of scale for developing three versus four units on an 8,886 s.f. site.
Table 2: Estimated Development Cost
Original Proposal
2/18/2021
Amended Proposal
5/30/2023
Total Units 4 3
Total Development Cost $2,678,475
$669,619 per unit
($626,305 per unit w/o
contingency)
$503/s.f
$2,420,748
$806,916 per unit
($754,171 per unit w/o
contingency)
$609/s.f.
Construction and Site Work
Other Costs1
Contingency
$1,438,259
$1,066,961
$173,266 (7%)
$1,279,015
$983,498
$158,235 (7%)
1Other Costs include site acquisition, due diligence, design, permits and fees, financing and carrying costs, marketing, and administration
RSG performed a comprehensive analysis of the development costs for the Project using Marshall and Swift Valuation Service (“MVS”) building cost data and determined that Habitat’s estimated development cost is 9.1% higher than RSG’s estimate. RSG also compared the Project to three Habitat for Humanity projects in Southern California, which ranged from $505,000 to $733,000 per unit and $390 to $480 per s.f. for development 4 to 14 units. Habitat explained the cost per unit is higher than normal due to economies of scale and inflation. The design, site work, administrative, finance, and carrying costs do not decrease when reducing the Project from four to three units.
The Developer’s pro forma reports a 12.5% increase in hard costs and site work between February 2021 and May 2023. Increased construction costs are supported by market data.
MVS building cost estimates for Class D urban row townhomes increased by 35.4% between August 2020 and 2022 (the dates their estimates were released). Between February 2021 and May 2023, concrete prices increased by 22.5% and steel prices increased 24.6%. Lumber prices experienced high volatility but decreased 38.1% in the same time period. 1 From the first quarter
1 Federal Reserve Economic Data (concrete, steel, lumber)
10.1.e
Packet Pg. 236 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
of 2021 to the first quarter of 2023, construction labor wages and salaries increased 11.9%.2 Chart illustrates the increases in producer prices for concrete, steel, and labor, and the volatility in lumber prices through May 2023 (indexed to February 2021).
Chart 1: Concrete, Steel, Lumber, and Labor Producer Prices (Indexed to February 2021)3 Financing Sources
Habitat proposes to develop the Project with assistance from several sources in order to achieve the targeted prices and owner costs as shown in Table 3:
2 Bureau of Labor Statistics
3 Federal Reserve Economic Data, Bureau of Labor Statistics
70.00 80.00
90.00 100.00
110.00
120.00
130.00
140.00
Feb-21Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21Sep-21
Oct-21
Nov-21Dec-21
Jan-22
Feb-22Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22Sep-22
Oct-22
Nov-22Dec-22
Jan-23
Feb-23Mar-23
Apr-23
May-23
Concrete Steel Lumber Labor
T T T T T
10.1.e
Packet Pg. 237 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
Table 3: Sources and Uses
Developer Financing
The Developer intends to obtain construction loans and contribute their own equity to construct the Project. Habitat expects to secure a construction loan from Heritage Bank for the home sales proceeds amount. Habitat has a long-standing relationship with Heritage Bank as a lender on all of their recent projects. Habitat will also contribute $54,048 of its own equity.
Developer Financing Buyer Financing1
Construction Loans 906,700 Down Payments 75,000
Developer Equity 54,048 First Mortgages2 831,700
Subtotal $960,748 Subtotal 906,700
City/Housing Successor City/Housing Successor
Housing Asset Fund $285,000 Housing Asset Fund $285,000 Other Gap Financing Other Gap Financing
CalHOME $750,000 CalHOME $750,000
HCD 425,000 HCD 425,000
Developer Financing 54,048
TOTAL $2,420,748 TOTAL 2,420,748
Development Costs Summary
Land Assembly $50,010 Buyer Financing $906,700
Direct Costs 933,488 City/Housing Subsidies 285,000
Indirect Costs 1,437,250 County: GAP 425000
Developer Fee3 CalHOME 750,000
Developer Assistance 54,048
Subtotal $2,420,748
Funding Gap3 0
TOTAL $2,420,748 TOTAL $2,420,748
2 Developer estimates. Falls below 2022 affordable housing cost limits for 70% and 80% AMI households. 4 Will vary based on actual household income of buyers.
Construction Permanent
SOURCES
USES
1 Developer estimates. Subject to change based on applicable income limits at the time the Project is completed and actual household income of buyers.
10.1.e
Packet Pg. 238 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
Buyer Financing
The Developer estimates the buyers of the three affordable units will take out a commercial first mortgage (estimated by the Developer at $277,233 per unit) and will contribute an estimated $25,000 towards their down payment.
RSG performed a comprehensive analysis of the maximum purchase price for each unit at low income levels, assuming a 30-year fixed rate mortgage and 7.1% interest rate. Certain expenses also reduce a household’s maximum affordable housing cost. Therefore, RSG accounted for insurance (estimated at $100/month), and property taxes (~1.13% of purchase price annually) when calculating the maximum purchase price.
Pursuant to Health and Safety Code Section 50052.5(b)(3), the affordable housing cost for low income households is 30% of 70% of the AMI adjusted for family size; however households whose gross income falls within 70% to 80% AMI may have a higher affordable housing cost based on 30% of the household’s gross income. RSG estimates that the maximum purchase price is approximately $315,300 to $341,600 per 3- and 4-bedroom unit for 70% AMI households and $342,600 to $371,100 per 3- and 4-bedroom unit for 80% AMI households to meet this requirement. The Developer conservatively assumes a purchase price below these limits of $277,200. A higher purchase price within housing cost limits could help close the Project’s financing gap; the actual purchase price will depend on actual income limits, buyer household income, property tax rates, and insurance rates at the time of purchase.
Low and Moderate Income Housing Asset Funds
The City previously agreed to provide a $285,000 loan from Housing Asset Funds to the Developer to purchase the Property. This equates to $95,000 per unit for three units or $71,250 per unit for four units. The subsidy per unit for three units remains reasonable based on RSG’s experience reviewing affordable housing development pro formas throughout the State.
Other Gap Financing
The Developer plans on applying for CalHOME mortgage assistance funds from the California Department of Housing and Community Development (“HCD”). The Developer should notify the City if they will be asked to partner on this application. The Developer assumes assistance of $250,000 per unit, which is the maximum amount permissible. The Developer also plans on receiving Workforce Initiative Subsidy for Homeownership (“WISH) first-time homebuyer program funds of $25,000 per unit. WISH funds are provided by commercial banks to meet federal Affordable Housing Program (“AHP”) requirements.
10.1.e
Packet Pg. 239 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
Gap Financing Need
RSG analyzed the gap financing need per unit and determined that each unit has a gap financing need of $447,400 to $475,000 based on 2023 affordable housing costs for low income households earning up to 70% of the AMI in 3- and 4-bedroom units. The Developer anticipates each buyer will receive a CalHOME loan of $250,000, WISH funds of $25,000, and a Developer-funded loan of $18,000, leaving a remaining gap of $154,400 to $182,000 per unit. The City loan of $95,000 per unit will partially fulfill this need, with a remaining gap of $59,400 to $87,000 per unit.
Note that when calculating the maximum purchase price per unit, RSG conservatively assumed that the low income units would be affordable to households that do not exceed 70% AMI. If the low income units are occupied by households that have an AMI falling within the ranges of 70- 80%, the household’s mortgage limit would increase to be based on 30% of the gross income of the household.
The Developer intends to fill their financing gap with other HCD or County programs and proposes a deadline of June 30, 2024 to secure other financing commitments.
Conclusion
Habitat has made the following progress on the Project to date:
• engaged architectural, civil, geotechnical, and environmental consultants • completed site surveys, geotechnical reports, and Phase 1 environmental assessments • engaged the environmental consultant to complete Phase 2 environmental assessments • engaged City staff in preparing an entitlement package submittal to the City • recorded loan documents
• secured a Habitat Board resolution that commits to providing backstop funding • provided a draft revised site plan and Planned Unit Development concept plan for City review
• started drafting preliminary application drawings
Habitat has made similar progress on the anticipated development of seven units at 250 Cleaveland Road.
The proposed DDA amendment will allow the City to continue its relationship with Habitat to develop the property with affordable housing and meet the City’s Housing Element and Regional Housing Needs Allocation Goals. RSG recommends approving the proposed DDA amendment to continue providing a $285,000 loan for three units and extending timeframes for entitlements and securing other financing.
10.1.e
Packet Pg. 240 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Ethan Bindernagel and Troy Fujimoto
CITY OF PLEASANT HILL
June 29, 2023
Attachments
Habitat amendment request letter and proforma dated May 30, 2023 Attached as separate documents
10.1.e
Packet Pg. 241 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment)
May 30, 2023
Attn: Suzy Kim
RSG
720 Gilman Street
Berkeley, CA 94710
Re: Affordable Housing Disposition and Development Agreement (“DDA”) dated 4/23/2021 85 Woodsworth Lane, Pleasant Hill, CA
Hello Suzy,
Per recent discussions between the City of Pleasant Hill and Habitat for Humanity regarding the above‐ referenced agreement, it has been determined that the property located at 85 Woodsworth Lane cannot be developed as initially proposed.
At the time the DDA was executed, a preliminary development plan had been created based on the site area indicated on the Contra Costa County Assessor Parcel Maps. This plan included the construction of four (4) units. A survey of the project site conducted by our civil engineering consultant revealed the total area of the site is less than what is indicated on the Parcel Maps. Based on the verified site size and the maximum density allowed by the site’s current zoning, the development will be limited to three (3) units.
This letter requests the DDA be amended to include the following changes:
1. Total unit count reduced from four (4) units to three (3) units.
2. Units shall consist of two (2) three‐bedroom and one (1) four‐bedroom homes, all of which will be Low‐Income units.
3. Deadlines be updated as follows:
a. Entitlements: December 31, 2023
b. Other Funding Commitments: June 30, 2024
c. Escrow Closing: July 31, 2024
Habitat requests that the City financing provided by the DDA remain unchanged. An updated project proforma is attached.
Please contact me at (510) 338‐9392 or [email protected] with any questions.
Regards,
Melanie Mintenko
Melanie Mintenko
Project Manager
1ft Habitat for Humanity®
East Bay/Silicon Valley
IMAGINE WHAT MORE
WE CAN BUILD
EAST BAY
2619 Broadway
Oakland, CA 94612
SILICON VALLEY
513 Vall ey Way
Mil pitas, CA 95035
Hab itat EB SV.org
866.450.4432
@Hab itatEBSV
10.1.e
Packet Pg. 242 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment) Habitat for Humanity East Bay/Silicon Valley
Project Name:
Project Address:
Date: 5/30/2023
Summary Budget Affordability Profile:
3 Units at Low AMI
70.0% Average AMI
1 BED 2 BED 3 BED 4 BED Total Homes Percentage
Unit Gross Sq. Ft. 590 1030 1224 1444
Very Low 0000 0 0%
Low 0021 3 100%
Mod 0000 0 0%
Market 0000 0 0%
Total Units 0021 3 100%
Total Sq. Ft. 0 0 2,448 1,444 3,892
Project Timeline
Start Finish
Land Contract 2021 2021
Entitlement & CD 2022 2024
Infrastructure and Site Development 2024 2025
Construction of All Homes 2025 2026
Permanent Cash Sources*
% of
Total Per Unit Total Cost
Contributions ‐ Habitat for Humanity 54,048 18,016 2.2% City: City of Pleasant Hill 285,000 95,000 11.8% County: GAP FINANCING NEEDED 425,000 141,667 17.6% County: CalHome 750,000 250,000 31.0% HCD2: 0 ‐ ‐ 0.0% DTSC/EPA 0 ‐ ‐ 0.0% Home Sales Proceeds VL 40‐60% ‐ ‐ 0.0% Home Sales Proceeds L 60‐80% 831,700 277,233 34.4% Home Sales Proceeds M 80‐120% ‐ ‐ 0.0% Home Sales Proceeds Market 0.00 ‐ ‐ 0.0% AHP/WISH Funds: AHP 75,000 25,000 3.1% Total Permanent Sources 2,420,748 806,916 100.0% Development Costs*
% of
Total Per Unit Total Cost
Site Acquisition 50,010 16,670 2.1% Site Remediation & Demolition ‐ ‐ 0.0% Design 396,680 132,227 16.4% Site Work 352,906 117,635 14.6% Unit Construction 926,109 308,703 38.3% Fees 210,000 70,000 8.7% Admin 192,561 64,187 8.0% Finance & Carrying Costs 101,774 33,925 4.2% Marketing 32,473 10,824 1.3% Project Contingency 158,235 ‐ 6.5% Total Development Costs 2,420,748 754,171 100.0% Pleasant Hill
85 Woodsworth
I
10.1.e
Packet Pg. 243 Attachment: RSG Memo Reviewing Developer Request (Habitat Loan Agreement Amendment)
CITY COUNCIL STAFF REPORT
Meeting Date: November 06, 2023
TO: THE HONORABLE MAYOR AND CITY COUNCILMEMBERS
SUBJECT: ADOPT RESOLUTION NO. __-23 AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH BMI IMAGING
SYSTEMS, INC. FOR DIGITIZATION SERVICES AND INDEXING OF CITY ARCHIVES AND APPROPRIATE $350,000 IN ARPA FUNDS FOR
RELATED PROJECT EXPENSE
SYNOPSIS
The City has made great strides in offering more of its services digitally and online. There are many advantages to operating and storing records electronically including increased efficiency, improved transparency, and the reduced need for physical storage space. To further the City’s efforts in this area, staff is requesting the City Council authorize the City Manager to execute an agreement with BMI Imaging Systems, Inc. for digitization services and indexing of City archives.
DISCUSSION
Background
Over its history, the City has amassed a significant footprint of records, plans, and reports, which are stored in perpetuity at City Hall. Not only are these archives occupying valuable and limited real estate at City Hall, some do not have backup copies and will either slowly deteriorate over time or be accidentally destroyed due to an unforeseen circumstance.
As technology continues to advance, the conversion of physical documents into digital formats has become increasingly important for efficiency, accessibility, and security. The advantages of digitizing the City’s archives include but are not limited to the following:
Enhanced Accessibility - Digitized records can be accessed from anywhere with an internet connection, allowing authorized personnel or the public to retrieve information remotely. This accessibility is valuable for staff, improving the City’s efforts to increase transparency, and potentially alleviating the number of public records requests (PRA) submitted to staff for processing.
Improved Data Retrieval - Digitized documents can be indexed, tagged, and organized for quick and easy retrieval, significantly reducing the time and effort required to find specific information.
10.2 Packet Pg. 244
Space and Cost Savings - Digitization will reduce the need for physical storage space, thus staff will be able to reclaim much of the storage areas at City Hall currently used to house records.
Increased Collaboration - Digital records can be easily shared and collaborated on, fostering better teamwork and information exchange among staff, departments, external consultants and the public.
Disaster Recovery and Business Continuity - In the event of natural disasters or unforeseen emergencies, digital records are less vulnerable to damage, ensuring that critical information remains intact and accessible.
Enhanced Data Security - Digitized records can be protected through encryption and access controls, reducing the risk of unauthorized access and data breaches, thus improving overall security.
Maintain Retention Periods - Digitization in combination with the City’s Electronic Document Management System (EDMS), or Laserfiche, can simplify retention compliance by ensuring records are preserved and easily accessible in accordance with appropriate retention schedules.
Long-term Preservation - Properly managed digital archives can ensure the long-term preservation of valuable historical data, which may otherwise deteriorate or become unreadable in physical form.
The effort to digitize the City’s archives initially started as a test pilot in 2017 with the City Clerk’s Office. The test pilot proved to be beneficial as staff learned lessons relative to improved efficiency, avoiding potential pitfalls, and establishing clear procedures for the overall process.
The scope of this project is to expand beyond the initial test pilot to include all remaining plans, records, and documents archived at City Hall and at the Public Service Center.
On February 2, 2022, the Budget Committee reviewed the use of American Rescue Plan Act (ARPA) dollars to fund this project. The Budget Committee recommended the project proceed to the City Council with an allocation of $350,000 in ARPA funds for this project.
Analysis
On March 2nd, 2023, the City issued a Request for Proposal to secure vendor services to scan/digitize records, including large format drawings/plans, quality check the scanned images, add indexing and metadata, and upload the images into the City’s EDMS. The EDMS centralizes the storage of (electronic) records, makes the records searchable, and protects the records into the future.
10.2 Packet Pg. 245
Five vendors submitted proposals by the required deadline. Of the five, two finalists were selected for in-person interviews. A City staff member from each division within the Community Development Department (Building, Engineering and Planning), the Finance Manager, and the Chief Technology Officer attended both interviews. From the two interviews, the finalist was selected. BMI Imaging Systems, Inc, was provided sample archive boxes from the three CDD divisions and from the Finance Division to perform a test run in order to establish expectations and solidify pricing.
Since 1958, BMI Imaging Systems has been a leading Bay Area-based provider of high-volume document and microfilm conversion services and has established a decades-long reputation for providing exceptional quality and service. With over 60 years of experience, BMI is based in California with offices in Sunnyvale and Sacramento. Their proximity to the City will reduce the risk associated with transporting the physical documents over great distances and minimize the related cost.
BMI Imaging Systems serve a customer base of over 800 organizations, many of whom have been clients for over 20 years. Of the 800 organizations, 28 of those are municipalities located in Northern California, including the cities of Walnut Creek and Martinez in addition to seven county offices.
FISCAL IMPACT
The digitization/scanning and indexing services per this agreement shall not exceed $336,568.
This includes processing and estimated 2,048,000 sheets of documents and approximately 114,340 sheets of architectural plans. ARPA will be used to fund this project and staff collaborated with the City Attorney’s Office to ensure all the ARPA requirements for funding were satisfied. Staff will return any savings of the ARPA funds at the completion of this project. The Finance Department has confirmed that adequate funds are available to fund this request.
PUBLIC CONTACT
Public contact was made through posting of the City Council agenda on the City’s official notice bulletin board, at the Pleasant Hill Senior Center and at the Pleasant Hill Police Department. The agenda and staff report are posted on the City’s web page.
RECOMMENDED CITY COUNCIL ACTION
Adopt the proposed resolution authorizing the City Manager to execute an agreement with BMI Imaging Systems, Inc. for digitization services and indexing of City archives and appropriate $350,000 in ARPA funds for related project expense.
ALTERNATIVES TO RECOMMENDED ACTION
The City Council could reject the proposed action.
10.2 Packet Pg. 246
ATTACHMENT(S):
Proposed Resolution
Exhibit 1 - Agreement with BMI Imaging, Inc.
Prepared by: Ling King, Chief Technology Officer
Approved by: Ethan Bindernagel, City Manager
10.2 Packet Pg. 247
RESOLUTION NO. - 23
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANT HILL
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BMI
IMAGING SYSTEMS, INC FOR DIGITIZATION SERVICES AND INDEXING OF CITY ARCHIVES AND APPROPRIATING $350,000 OF ARPA FUNDS
FOR RELATED PROJECT EXPENSE
WHEREAS, the City has accumulated a significant volume of plans, documents, permits, reports, etc. that comprise the City’s archives; and
WHEREAS, the amount of City archives has exceeded the storage space available at City Hall; and
WHEREAS, the scanning/digitizing of the City’s archives would provide many advantages including easier accessibility, improved security, and eliminating the need for storage space; and WHEREAS, on February 2, 2022, the Budget Committee recommended City Council approval for the use of $350,000 from the ARPA funds for the digitization project; and WHEREAS, BMI Imaging, Inc. possesses 60 years of experience in digitizing and indexing records for over 800 organizations; and
WHEREAS, BMI Imaging, Inc. was selected as the preferred vendor through a Request for Proposal bidding process,
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Pleasant Hill that the City Manager is authorized to execute an agreement with BMI Imaging Systems, Inc. for digitization services and indexing of City archives for an amount not to exceed $336,568.
BE IT FURTHER RESOLVED that the City Council herby authorizes that a $350,000 budget adjustment for FY 23/24 is hereby adopted from the ARPA Fund for actual costs incurred.
ADOPTED by the City Council of the City of Pleasant Hill at a regular meeting of the Council held on the 6
th day of November 2023, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TIMOTHY M. FLAHERTY, Mayor
ATTEST:
JUANITA DAVALOS, Acting City Clerk
10.2.a
Packet Pg. 248 Attachment: Proposed Resolution (Digitization/Scanning Services with BMI Imaging, Inc.)
10.2.a
Packet Pg. 249 Attachment: Proposed Resolution (Digitization/Scanning Services with BMI Imaging, Inc.) Information Technology
100 Gregory Lane, Pleasant Hill, CA 94523-3323 – (925) 671-5270 www.pleasanthillca.org
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of the 6th day of November, 2023, by and between the City of Pleasant Hill ("City") and BMI Imaging Systems, Inc, ("Consultant").
RECITALS
A. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and
B. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
AGREEMENT
The Recitals listed above are hereby incorporated into and shall constitute a part of this Agreement.
1. Scope of Services. The Consultant shall furnish the following services in a professional manner:
Consultant shall perform the services described on Exhibit A, which is attached hereto and incorporated herein by reference. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A, subject to the direction of the City through its staff that it may provide from time to time.
2. Time of Performance. The services of Consultant are to commence upon execution of this Agreement and shall continue until all authorized work is approved by the City. All such work shall be completed no later than December 31, 2024.
3. Compensation. Compensation to be paid to Consultant shall be in accordance with the Schedule of Charges set forth in Exhibit A, which is attached hereto and incorporated herein by reference. In no event shall Consultant's compensation exceed $336,568 without additional authorization from the City. Payment by City under this Agreement shall not be deemed a waiver of defects, even if such defects were known to the City at the time of payment.
4. Method of Payment. Consultant shall submit monthly billings to City describing the work performed during the preceding month. Consultant's bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 250 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) and a description of any reimbursable expenditures. City shall pay Consultant no later than 30 days after approval of the monthly invoice by City staff. When payments made by City equal 90% of the maximum fee provided for in this Agreement, no further payments shall be made until the final work under this Agreement has been accepted by City.
5. Ownership of Documents. All plans, studies, documents and other writings prepared by and for Consultant, its officers, employees and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such work, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall, at Consultant's expense, provide such reports, plans, studies, documents and other writings to City upon written request. 6 Independent Contractor. It is understood that Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Consultant hereby expressly waives any claim it may have to any such rights.
7. Interest of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant will not:
a. make a governmental decision whether to:
1. approve a rate, rule, or regulation;
2. adopt or enforce a law;
3. issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement;
4. authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires agency approval;
5. grant City approval to a contract that requires agency approval and to which the City is a party, or to the specifications for such a contract;
6. grant City approval to a plan, design, report, study, or similar item; DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 251 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.)
7. adopt, or grant City approval of, policies, standards, or guidelines for the agency, or for any subdivision thereof; or
b. serve in a staff capacity with the City and in that capacity participate in making a governmental decision as defined in 2 California Code of Regulations (“C.C.R”) § 18704(a) and (b) or perform the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code under 2 C.C.R. § 87302. (2 C.C.R. § 18700.3.)
8. Professional Ability of Consultant. City has relied upon the professional training and ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. Consultant shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by Consultant under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant's field of expertise.
9. Indemnity. Consultant agrees to defend, indemnify and hold harmless the City, its officers, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses in connection therein), arising out of the performance of this Agreement, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, agents, employees or volunteers.
10. Insurance Requirements.
a. Consultant, at Consultant's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies. To the extent that any portion of the following requirements are satisfied through excess or umbrella coverage, such coverage shall be maintained on the same terms as are required for the primary policies under this Agreement.
i. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 252 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance 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.
iii. Automobile Liability Coverage. Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than two million dollars ($2,000,000) combined single limit for each occurrence.
iv. Professional Liability Coverage. Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors or omissions which may arise from Consultant's operations under this Agreement, whether such operations be by the Consultant or by its employees, subcontractors, or subconsultants. The amount of this insurance shall not be less than two million dollars ($2,000,000) on a claims-made annual aggregate basis, or a combined single-limit per occurrence basis. b. Policy Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the following specific language:
i. The City of Pleasant Hill, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it.
If Consultant maintains higher insurance limits than the minimums specified herein, City shall be entitled to coverage for the higher limits maintained by the Consultant.
iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring Consultant.
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 253 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) iv. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
v. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Consultant shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance and Endorsements. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. e. Wasting Policies. No policy required herein shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).
f. Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
11. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations.
12. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of Consultant to practice its profession. Consultant shall maintain a City of Pleasant Hill business license.
13. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Contra Costa, Martinez, California.
14. Written Notification. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party shall be in writing and either served personally or sent prepaid, first class mail. Any such notice, demand, etc. shall be DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 254 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) addressed to the other party at the address set forth herein below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Pleasant Hill
100 Gregory Lane
Pleasant Hill, CA 94523-3323
If to Consultant: BMI Imaging Systems, Inc.
1115 E. Arques Avenue
Sunnyvale, CA 94085
15. Consultant's Books and Records.
a. 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 City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.
c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant's address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of Consultant's business, City may, by written request by any of the above named officers, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by Consultant, Consultant's representatives, or Consultant's successor-in-interest.
16. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 255 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.)
17. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
18. 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.
19. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
20. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
21. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement shall be permitted only with the express consent of the City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
22. Termination. This Agreement may be terminated immediately for cause or by either party without cause upon fifteen days' written notice of termination. Upon termination, Consultant shall be entitled to compensation for services performed up to the effective date of termination.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 256 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) CITY OF PLEASANT HILL: CONSULTANT:
__________________________ By:
Ethan Bindernagel, City Manager
Title:
Business License #
APPROVED AS TO FORM: ATTEST:
__________________________ __________________________
Janet E. Coleson, City Attorney City Clerk
Attachments: Exhibit A – Scope of Services and Schedule of Charges DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9 BMI Imaging Systems, Inc.
Will Whitney
Executive Vice President
10.2.b
Packet Pg. 257 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) EXHIBIT A - Scope of Work
For your project, BMI will assign a dedicated Project Manager to the job, responsible for overseeing testing, milestone concurrence and production completion. BMI will work with the City of Pleasant Hill’s (“Client”) designated staff to ensure the smooth development and launch of the project. The following description of services is included:
I. Overview
a. The Client has roughly 2.2 million small format pages and 125,000 large format sheets to be digitized and indexed.
b. Records will be scanned at 300 dpi.
c. Files will be TIFF, formatted to Laserfiche.
d. Files will be indexed based on folder labels and large format cover sheets.
II. Description of Services
Records Scanning
a. Transportation:
BMI will securely transport the material to BMI’s CA conversion facility. The declared value of Customer’s material, while in the custody and care of BMI, is not to exceed $200,000.
b. Preparation:
Each box will be logged into the BMI job control and tracking system. Each box of documents is assigned a unique job number and unique box numbers.
Bar coded labels defining the job number and box numbers are printed and affixed to the boxes. The BMI job control and tracking system provides the location to any batch of documents in the conversion process while providing BMI with a management a tool for controlling document flow, labor content and performance of the digital imaging production operations.
Technicians will flatten folded pages and repair minor tears, if requested. In some cases, stapled pages will be pulled apart without removal of the staples.
Paper clips and other binding material will also be discarded.
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 258 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) c. Scanning:
Documents will be scanned at 300 dpi, black and white TIF files. Each folder or set of plans will constitute a file.
d. Indexing:
Files will be indexed based on the following fields:
Building Department
STREET NAME
STREET NUMBER
PERMIT NUMBER (when present)
Planning Department
STREET NUMBER
STREET NAME
PERMIT NUMBER
PERMIT TYPE
PROJECT DESCRIPTION
SECONDARY DESCRIPTION
Engineering Department
SUBDIVISION
TRACT NUMBER
Finance
DOCUMENT TYPE
TYPE OF REPORT
REPORT NUMBER
DATES
Code Enforcement and Maintenance TBD
Documents will be sent to the client via a secure FTP.
BMI will utilize subcontractors to assist with indexing.
BMI assumes no responsibility for mislabeled or misspelled words on the documents themselves. These words may be corrected at the Client’s request DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 259 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) for an additional cost.
e. Milestone Approval
A portion of the project will be tested as the “Milestone,” or “M1.” This M1 will serve as the pilot batch of material for the rest of the project.
BMI utilizes a Milestone process in order to allow our project staff to “test” an initial batch of material prior to processing further project batches. By doing this, we intend to find and resolve any issues up front and allow for smooth production in the later stages of the project. In addition, the M1 allows the Client to approve the initial batch; this mitigates inconsistencies between the Client’s and BMI’s expectations of the project outcome.
Once the M1 is completed and approved, scanning and processing will move forward with the rest of the material.
f. Back Preparation
After scanning, documents will be placed back into the appropriate folder.
Folders will be placed back into their respective boxes. Back preparation does not include re-stapling pages, inserting paper clips, or other fasteners.
Additional back prep can be provided, if requested. Additional charges may apply.
g. Electronic Delivery and Return Delivery:
Digital data will be loaded to a secure FTP site for the Client to download. Data on BMI's SFTP site will be permanently removed no earlier than 90 days from the date the file was uploaded to the SFTP site.
BMI will notify Client via email as data is loaded to the SFTP site. BMI is not responsible for verifying that the notification email has been received. BMI is not responsible for notifying Client prior to deleting data from the SFTP site.
Requests for data to be reloaded to the SFTP site may be charged at thencurrent rates, if data is available.
At the completion of the project, BMI will return the material to the Client.
BMI will securely store the material for up to 60 days after completion to allow the Client to review the scanned images. After 60 days, BMI will return the material to the Client.
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 260 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) Schedule of Charges
Building Price Unit Volume Cost
Project Management $150 hour 20 $3,000
Scan Small Format $0.04 Image 367,000 $14,680.00
Scan Large Format $0.90 Sheet 82,000 $73,800.00
Document Prep $55 hour 500 $27,500
Indexing $0.015 character 75,000 $1,125.00
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $120,555.00
Planning Price Unit Volume Cost
Project Management $150 hour 20 $3,000
Scan Small Format $0.04 Image 1,280,000 $51,200.00
Scan Large Format $0.90 Sheet 30,000 $27,000.00
Document Prep $55 hour 1,000 $55,000
Indexing $0.015 character 150,000 $2,250.00
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $138,900.00
Code Enforcement Price Unit Volume Cost
Project Management $150 hour 10 $1,500
Scan Small Format $0.04 Image 13,200 $528.00
Scan Large Format $0.90 Sheet 0 $0.00
Document Prep $55 hour 15 $825
Indexing $0.015 character 1,350 $20.25
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $3,323.25
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 261 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.) Engineering Price Unit Volume Cost
Project Management $150 hour 20 $3,000
Scan Small Format $0.04 Image 234,000 $9,360.00
Scan Large Format $0.90 Sheet 2,340 $2,106.00
Document Prep $55 hour 650 $35,750
Indexing $0.015 character 58,500 $877.50
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $51,543.50
Maintenance Price Unit Volume Cost
Project Management $150 hour 10 $1,500
Scan Small Format $0.04 Image 44,000 $1,760.00
Scan Large Format $0.90 Sheet 0 $0.00
Document Prep $55 hour 40 $2,200
Indexing $0.015 character 4,500 $67.50
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $5,977.50
Service Price Unit Volume Cost
Project Management $150 hour 20 $3,000
Scan Small Format $0.04 Image 110,000 $4,400.00
Scan Large Format $0.90 Sheet 0 $0.00
Document Prep $55 hour 150 $8,250
Indexing $0.015 character 11,250 $168.75
Pick Up $100 trip 2 $200
Hard Drive $250 drive 1 $250
Total Estimated Cost $16,268.75
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 262 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.)
CERTIFICATE OF EXEMPTION FROM WORKERS' COMPENSATION INSURANCE I hereby certify that in the performance of the work for which this Agreement is entered into, I shall not employ any person in any manner so as to become subject to the Workers' Compensation Laws of the State of California.
Executed on this _____ day of _________________, 20__, at _________________, California. _______________________________________________________ [Add Consultant's name and title]
DocuSign Envelope ID: DECD8316-BC90-4A8A-8ED3-11A079F7AEC9
10.2.b
Packet Pg. 263 Attachment: Exhibit 1 - Agreement with BMI Imaging Systems (Digitization/Scanning Services with BMI Imaging, Inc.)