EBIX Insurance No. S200003708
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
PREAMBLE
This agreement for the performance of services ("Agreement") is by and between Raimi & Associates, Inc., a California corporation, with its principal place of business located at 2000 Hearst Avenue, Suite 400, Berkeley, CA 94709 ("Contractor"), and the City of Santa Clara, California, a chartered California municipal corporation with its primary business address at 1500 Warburton Avenue, Santa Clara, California 95050 ("City"). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
RECITALS
A City desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; and
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, professional ability, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions uuder which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT PROVISIONS
1. EMPLOYMENT OF CONTRACTOR.
City hereby employs Contractor to perform services set forth in this Agreement. To accomplish that end, City may assign a Project Manager to personally direct the Services to be provided by Contractor and will notify Contractor in writing of City's choice. City shall pay for all such materials and services provided which are consistent with the terms of this Agreement.
2. SERVICES TO BE PROVIDED.
Except as specified in this Agreement, Contractor shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise ( collectively referred to as "Services") to complete the work required by City at his/her own risk and expense according to the standard of care normally associated with the profession. Services to be provided to City are more fully described in Agreement for the Perfonnance of Services/Rairni & Associates, Inc.
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Exhibit A entitled "SCOPE OF SERVICES." All of the exhibits referenced in this Agreement are attached and are incorporated by this reference.
3. COMMENCEMENT AND COMPLETION OF SERVICES.
A. Contractor shall complete the Services within the time limits set forth in the Scope of Services or as mutually determined in writing by the Parties.
B. When Contractor has completed the Services according to the standard of care normally associated with the profession, City shall give Contractor written Notice of Final Acceptance. Upon receipt of such notice, Contractor shall not incur any further costs under this Agreement. Contractor may request this determination of completion be made when, in its opinion, the Services have been satisfactorily completed. If so requested by the contractor, City shall make this determination within fourteen (14) days of its receipt of such request.
4. QUALIFICATIONS OF CONTRACTOR -STANDARD OF WORKMANSIDP.
Contractor represents and maintains that it has the necessary skill in the professional calling necessary to perform services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such services and duties in conformance to and consistent with the professional standards of a professional consultant in the same discipline in the State of California.
The plans, designs, specifications, estimates, calculations, reports and other documents furnished under Exhibit A shall meet the standard of care described above. The criteria for acceptance of the work provided under this Agreement shall be a product of neat appearance, well organized, that is technically and grammatically correct. The minimum standard of appearance, organization and content of the plan shall be mutually agreed on by the City and the Contractor.
5. TERM OF AGREEMENT.
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date of this Agreement and terminate on December 31, 2019.
6. MONITORING OF SERVICES.
City, the State of California, the State Auditor, the U.S. Department of Transportation, the U.S. Federal Highway Administration, the Comptroller General of the United States, the Metropolitan Transportation Commission ("MTC''), any agency that provides MTC with funds for this Project, and the authorized employees, representatives or agents of the foregoing, may monitor the Services performed under this Agreement to determine whether Contractor's operation conforms to the terms of this Agreement. City may also monitor the Services to be performed to determine whether financial operations are conducted in accord with commonly accepted accounting principles. If any action of Agreement for the Performance of Services/Raimi & Associates, Inc.
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Contractor constitutes a breach, City may terminate this Agreement pursuant to the provisions described herein.
7. PERFORMANCE OF SERVICES.
Contractor shall perfom1 all requested services in an efficient and expeditious manner and shall work closely with and be guided by City. Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it. Contractor will perform all Services in accordance with all federal, state and local operation and safety regulations.
8. BUSINESS TAX LICENSE REQUIRED.
Contractor must comply with Santa Clara City Code section 3.40.060, as that section may be amended from time to time or renumbered, which requires that any person who transacts or carries on any business in the City of Santa Clara pay business license tax to the City. A business tax certificate may be obtained by completing the Business Tax Affidavit Form and paying the applicable fee at the Santa Clara City Hall Municipal Services Division.
9. RESPONSIBILITY OF CONTRACTOR.
Contractor shall be responsible for the professional quality, technical accuracy and coordination of the Services furnished by it under this Agreement. Neither City's review, acceptance, nor payments for any of the Services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the perfonnance of this Agreement Any acceptance by City of plans, specifications, construction contract documents, reports, diagrams, maps and other material prepared by Contractor shall not in any respect absolve Contractor from the responsibility Contractor has in accordance with customary standards of good professional practice in compliance with applicable federal, state, county, and/or municipal laws, ordinances, regulations, rules and orders.
10. COMPENSATION AND PAYMENT.
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and services rendered by Contractor at the rate per hour for labor and cost per unit for materials as outlined in Exhibit B, entitled "SCHEDULE OF FEES."
Contractor will bill City on a monthly basis for Services provided by Contractor during the preceding month, subject to verification by City. City will pay Contractor wiiliin iliirty_ (30) days of City's receipt of invoice.
Agreement for the Perfonnance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
11. TERMINATION OF AGREEMENT.
Either Party may terminate this Agreement without cause by giving the other Party written notice ("Notice of Termination") which clearly expresses that Party's intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, Contractor shall discontinue further services as of the effective date of termination, and City shall pay Contractor for all Services performed up to such date.
12. NO ASSIGNMENT OR SUBCONTRACTING OF AGREEMENT.
A. City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors, other than those listed in the Scope of Services, without express written permission from City. Any substitution of subcontractor(s) must be approved in writing by City prior to the start of work by the subcontractor(s).
B. Contractor shall require that the language contained in Sections 18 through 21 and Sections 23 through 28 of this Agreement be included in all subcontracts and lower-tier subcontracts in excess of $25,000.
C. Nothing contained in this Agreement or otherwise, shall create any contractual relation between City and any subcontractors, and no subcontract shall relieve Contractor of its responsibilities and obligations hereunder. Contractor's obligation to pay its subcontractor(s) is an independent obligation from City's obligation to malce payments to the Contractor.
D. Prompt Progress Payments to Subcontractors. The City shall require the Contractor and subcontractors to be timely paid as set forth in Section 7108. 5 of the California Business and Professions Code concerning prompt payment to subcontractors. The 10-days is applicable unless a longer period is agreed to in writing. Any delay or postponement of payment over 30 days may talce place only for good cause and with the City's prior written approval. Any violation of Section 7108.5 shall subject the violating Contractor or subcontractor to the penalties, sanctions, and other remedies of that Section. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the Contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the Contractor, deficient subcontractor performance, and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors.
E. Retainage. No retainage will be held by the City from progress payments due to the Contractor. The Contractor and subcontractors are prohibited from holding retainage from subcontractors. Any delay or postponement of payment may talce place only for good cause and with the City's prior written approval. Any violation of these provisions shall subject the violating Contractor or subcontractor to the penalties, sanctions, and other remedies specified in section 7108.5 of the California Business and Professions code. This requirement shall Agreement for the Performance of Services/Ranni & Associates, Inc.
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not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to the Contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the Contractor, deficient subcontractor performance and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors.
13. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.
14. INDEPENDENT CONTRACTOR.
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights, however, to manage its employees in their performance of Services under this Agreement. Contractor is not authorized to bind City to any contracts or other obligations.
15. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall Contractor have the authority or power to pledge the credit of City or incur any obligation in the name of City. Contractor shall save and hold harmless the City, its City Council, its officers, employees, boards and commissions for expenses arising out of any unauthorized pledges of City's credit by Contractor under this Agreement.
16. CONFIDENTIALITY OF MATERIAL.
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
17. USE OF CITY NAME OR EMBLEM.
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
18. OWNERSHIP OF MATERIAL.
All material, including information developed on computer( s ), which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, Agreement for the Performance of Services/Rairni & Associates, Inc.
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estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
In addition, Contractor acknowledges that as a condition of City's receipt of its grant funding from MTC, Contractor grants an irrevocable-non-exclusive, royalty-free license to MTC to use without restriction and share with any person or entity all drawings, designs, specifications, manuals, reports, studies, surveys, models, software, source code and source code documentation, documentation or system architecture, and any other documents, material, data and products ("Work Products") development, prepared, or assembled by Contractor pursuant to this Agreement. MTC may exercise its licenses to Work Products through sublicenses to a third party, without the approval of City or Contractor, or subcontractors. The FHWA reserves a royalty-free, on-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes: (a) the copyright in any work developed under this Agreement; and (b) any rights of copyright to which City, Contractor, or subcontractors purchase ownership under this Agreement.
19. COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
A. Contractor agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items.
B. Contractor also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments.
C. Any costs for which payment has been made to Contractor that are determined by subsequent audit to be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Contractor to the City.
20. COMPLIANCE WITH ENVIRONMENTAL LAWS.
Contractor certifies that it shall comply with the requirements of the California Environmental Quality Act (CEQA), California Public Resources Code Section 21000 et seq., with the State CEQA Guidelines, 14 CCR Section 15000 et seq., with the National Environmental Policy Act (NEPA), 42 U.S.C. Section 4321 et seq., and the applicable regulations thereunder. Notwithstanding the foregoing, City acknowledges that Contractor's Scope of Services includes preparation of an environmental document under CEQA, but that no NEPA document is required for this Project.
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
21. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR.
Contractor shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. City, the State, the State Auditor, the U.S. Department of Transportation, the FHWA, the Comptroller General of the United States, the MTC, any agency that provides MTC with funds for this Project, and the authorized employees, representatives or agents of the foregoing, shall have the right to inspect such books and records at any time during normal business hours during the tenn of this Agreement and for three (3) years from the date of final payment under this Agreement, or for four ( 4) years following the fiscal year of the last expenditure under this Agreement, whichever is longer. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City.
Contractor shall submit to City or any of the other entities listed in this Section any and all reports concerning its performance under this Agreement that may be requested in writing. Contractor agrees to assist City in meeting City's reporting requirements to govermnent agencies with respect to Contractor's Services hereunder.
22. CORRECTION OF SERVICES.
Contractor agrees to correct any incomplete, inaccurate or defective Services at no further costs to City, when such defects are due to the negligence, errors or omissions of Contractor.
23. FAIR EMPLOYMENT.
In accordance with Title VI of the Civil Rights Act, as amended (42 U.S.C. § 2000d); Section 303 of the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6102); Section 202 of the Americans with Disabilities Act of 1990 (42 U.S.C. § 12132); and 49 U.S.C. § 5332 for PTA-funded projects, Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, ancestry, gender, gender identity, gender expression, sexual orientation, age, physical disability, mental disability, medical condition, genetic information, religion, ethnic background, military or veteran status, or marital status, in violation of state or federal law.
Contractor and its subcontractors shall also comply with all provisions of the Fair Employment and Housing Act (the "FEHA") (Government Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (2 C.C.R. Section 11000 et seq.).
The applicable regulations of the Fair Employment and Housing Council implementing the FEHA set forth in Subchapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and each of its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement, as appropriate. Contractor shall permit access to the records of employment, employment advertisements, application forms, and other Agreement for the Performance of Services/Raimi & Associates, Inc.
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pertinent data and records by the State of California, the California Fair Employment and Housing Commission, or any other agency of the State of California designated by the State, for the purposes of investigation to ascertain compliance with the Fair Employment section of this Agreement.
24. DISADVANTAGED BUSINESS ENTERPRISES (DBEs).
The City strongly encourages DBEs and other small businesses, as defined in 49 CFR, Part 26, to participate in the performance of contracts financed in whole or in part with federal funds. Contractor must give consideration to DBE firms as specified in 49 CFR, Part 26, and Caltrans Exhibit 10-I "Notice to Proposers: DBE Information." This Agreement has a DBE goal of 15 percent. The Contractor shall meet the DBE goal by using DBEs as subcontractors or document a good faith effort to meet the goal. If a DBE subcontractor is unable to perform, the Contractor must make a good faith effort to replace him/her with another DBE subcontractor if the goal is not otherwise met.
The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration ofDOT assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate.
25. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964
Contractor agrees to comply with all applicable requirements imposed by Title VI of the Civil Rights Act of 1964 (47 U.S.C. § 2000(d)) and the regulations of the Department of Transportation issued thereuuder ( 49 CFR Part 21 ). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination uuder any program or activity by the recipients of federal assistance or their assignees and successors in interest.
Contractor, with regard to the work performed by it during the Agreement, shall act in accordance with Title VI. Specifically, the Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment.
Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment.
26. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. § 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794; Section 16 of the Federal Transit Act, as amended, 49 U.S.C. § 531 O(f); and their implementing regulations.
Notwithstanding the foregoing, for workshops and meetings conducted at City Hall or on Agreement for the Performance of Services/Raimi & Associates, Inc.
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other City properties, the City will be responsible for ensuring compliance with these laws.
27. DEBARMENT
Contractor's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that Contractor has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Govermnentwide Debam1ent and Suspension (Nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debaiment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to the City.
28. LOBBYING
Contractor certifies to the best of his or her knowledge and belief that:
A. No state, federal or City appropriated funds have been paid, or will be paid by-or on behalf of Contractor to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement.
B. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; Contractor shall complete and submit Standard Fonn-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.
C. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
29. HOLD HARMLESS/INDEMNIFICATION.
To the extent permitted by law, Contractor agrees to hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents, from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees, in providing a defense to any claim arising therefrom, for which City shall become liable arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the Services performed by Contractor pursuant to this Agreement except where caused by the City's sole negligence or willful misconduct.
30. INSURANCE REQUIREMENTS.
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City insurance policies with respect to employees and vehicles assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C.
31. AMENDMENTS.
This Agreement may be amended only with the written consent of both Parties.
32. INTEGRATED DOCUMENT.
This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the terms or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City.
33. SEVERABILITY CLAUSE.
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
34. WAIVER.
Parties agree that waiver by other Party of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
35. NOTICES.
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Planning Division
1500 Warburton Avenue
Santa Clara, California 95050
or by facsimile at (408) 247-9857
And to Contractor addressed as follows:
Name:
Address:
36. CAPTIONS.
Raimi & Associates
2000 Hearst Avenue, Suite 400
Berkeley, CA 94709
The captions of the various sections, paragraphs and subparagraphs of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation.
37. LAW GOVERNING CONTRACT AND VENUE.
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
38. DISPUTE RESOLUTION.
A. Unless otherwise mutually agreed to by the Parties, any controversies between Contractor and City regarding the construction or application of this Agreement, and claims arising out of this Agreement or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.
B. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day ( eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Agreement.
C. The costs of mediation shall be borne by the Parties equally.
D. For any contract dispute, mediation under this section is a condition precedent to filing an action in any court. In the event of mediation which arises out of any dispute related to this Agreement, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit through mediation only. In the event of litigation, the prevailing Party shall recover its reasonable costs of suit, expert's fees, and attorney's fees. If mediation does not resolve the dispute, Agreement for the Performance of Services/Raimi & Associates, Inc.
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the Parties agree that the matter shall be litigated in a court of law, and not subject to the arbitration provisions of the Public Contracts Code.
39. COMPLIANCE WITH ETIDCAL STANDARDS.
Contractor shall:
A. Read Exhibit D, entitled "ETHICAL ST AND ARDS FOR CONTRACTORS
SEEKING TO ENTER INTO AN AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA"; and,
B. Execute Exhibit E, entitled "AFFIDAVIT OF COMPLIANCE WITH ETHICAL STANDARDS."
40. AFFORDABLE CARE ACT OBLIGATIONS
To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indenmify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
41. CONFLICT OF INTERESTS.
A. This Agreement does not prevent either Party from entering into similar agreements with other parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code Section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
B. Contractor shall disclose any financial, business, or other relationship with City that may have an impact upon the outcome of this Agreement, or any ensuing City construction project.
42. REBATES, KICKBACKS, OR OTHER UNLAWFUL CONSIDERATION Contractor warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration, either promised or paid to any City employee.
For breach or violation of this warranty, City shall have the right in its discretion to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
43. PROGRESS SCHEDULE.
The Progress Schedule will be as set forth in the attached Exhibit F, entitled "MILESTONE SCHEDULE" if applicable. Both parties understand and agree that Contractor cannot be responsible for delays from causes beyond Contractor's reasonable control.
[Signatures foll ow on next page J
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument; and, the Parties agree that signatures on this Agreement, including those transmitted by facsimile, shall be sufficient to bind the Parties.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives. The Effective Date is the date that the final signatory executes the Agreement. It is the intent of the Parties that this Agreement shall become operative on the Effective Date.
APPROVED AS TO FORM:
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: ___ l_c--l-h-'---'?>:.._\_,_\---'-'7 __
ATTEST:~~~
ROD DIRIDON, JR.
City Clerk
"CITY"
DEANNA J. SAN'IiNAj
City Manager
1500 Warburton A venue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
RAIMI & ASSOCIATES, INC.
a California corporation
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
Dated: Cf-18 ~, r
By: ~ 1( l/\___
(Signature of Person executing the Agreement on behalf of Contractor)
Name: fl~:tl}.e~ D ~;~/
Title: fro1~1,1\--1-CED
Local Address: 2000 Hearst A venue, Suite J'}6' 'i DO
Berkeley, CA 94709
Email Address: rV1att Cr} ro, I ~ tO,SS c:ic.; e, ks. C!t> v'1 Telephone: (510) 666-1010
Fax: NIA
"CONTRACTOR"
I:\PLANNING\Advance Planning\Specific Plans\El Camino Area Plan\Raimi contract\Final Contract and Exhibits\Final Agreement Raimi 09 12 17.doc
Agreement for the Performance of Services/Raimi & Associates, Inc.
Rev. 09/12/17
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are more fully described in the Contractor's proposal entitled, "City of Santa Clara El Camino Real Precise Plan" dated September 12, 2017, which is attached to this Exhibit A.
In the event of any conflict between the terms of this Scope of Services and the text of the Main Agreement, the terms of the Main Agreement shall control.
All documents prepared under this Agreement, including meeting notices and reports, shall state that the project is funded through the Metropolitan Transportation Commission's Priority Development Area Planning Program. In addition, Contractor shall include the following notation on the front cover or title page of all reports: "The preparation of this report has been financed in part by grants from the U.S. Department of Transportation. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department of Transportation."
Agreement with Raimi & Associates, Inc./Scope of Services/Exhibit A Rev. 09/12/17
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Scope of Services
1. Background Analysis Deliverable(s)
Task 1.1 Project Initiation Meeting. Hold initial meeting with Consultant team, City l<ick-off Meeting staff, and the ABAG/MTC grant manager to review scope, budget, and project coordination and schedule, and to confirm project goals. This meeting will include a site tour Materials organized by the City, which will include discussion of precedents, assets and challenges along the corridor.
Task 1.2 Data Collection and Base Maps. Consultant will provide a data request to the Data Request City and obtain GIS information, reports, and other documents. The City will be Base Maps responsible for providing all data and information, utilizing ABAG/MTC staff as a resource, and the consultant team will assume that the information is accurate and up-to-date. Consultant will create initial base maps of the area for use in the PDA profile and subsequent outreach and deliverables.
Task 1.3 PDA Profile. In coordination with City staff team members, and based on (Tasks 1.3.1-1.3.5) information collected in the previous task, Consultant will prepare a Priority Development Area (PDA) Profile. The PDA profile will consist of a series of technical background memos focused on important topics (see subtasks below), and will be presented to the TAC and CAC for review and comments. To the extent possible, some PDA profile material may ultimately be used as context-setting or existing conditions sections for the Specific Plan document.
Task 1.3.1 Land Use and Policy Context Memo. The memo will describe the Land Use and demographic and socio-economic characteristics of the planning area and Context Memo surrounding community, physical aspects of the planning area, performance aspects related to health and sustainability, and any known constraints that will need to be considered or addressed during the planning process.
The demographic section will include existing and, if available, projected population, age, ethnicity, language, health conditions and disparities, employment, income and poverty status, household tenure and costs, household Greenhouse Gas Emissions (based on the existing consumption-based household greenhouse gas emissions inventory created by the Cool Climate Network, BAAQMD, and UC Berkeley), place of work, travel mode to work for area residents and workers, vehicle availability, and others, as feasible within the project budget and based on available data. The inventory of the physical context will cover existing land uses, urban form, area assets, social services, neighborhood amenities/retail, activity nodes, parks and public facilities, housing opportunity sites, assets identified by community members during initial public engagement, and a qualitative discussion of the area's vulnerability to natural hazards (detailed analysis of infrastructure and related items such as flooding is included in Task 1.3.4 Infrastructure Memo). This inventory will identify businesses, services, and other amenities that act as community anchors or
1. Background Analysis Deliverable(s)
meet the needs or consumer demand of a specific cultural or ethnic group. In addition, it will include a qualitative discussion of known gaps in basic services such as healthcare or parks.
The land use Consultant will also conduct a high-level review of the General Plan, zoning, and other city plans or policies affecting the area, as well as relevant existing plans or policies from other sources such as county and regional agencies.
Task 1.3.2: Urban Design Memo. The memo will provide context for the relationship Design Memo between the planning area and the surrounding areas, including identifying opportunities for positive benefit to the adjacent neighborhoods. Multiple consultants will collaborate on a review of existing public and private plans for the area to better understand the success or lack of success of past efforts in the area. Consultants will identify key opportunity sites for future transit-oriented development and public spaces, as well as public and relevant data associated with identified properties.
Task 1.3.3: Transportation Memo. The transportation Consultant will generate a memo Transportation describing the area's travel patterns, traffic conditions, existing multi-modal network, Memo transit service and patronage, parking supply, the status of planned transportation improvements, and applicable transit plans/policies, as well as the status of planned transportation improvements and any other related issues and constraints for plan development
• The existing conditions analysis would include the following elements:
• Current street classifications
• Current and future transportation improvements
• Pedestrian facilities
• Bicycle facilities
• Transit services and facilities
• Per capita Vehicle Miles Travelled for residents and employees of area businesses
• Transit ridership data and transit demand
• Commute mode share
• Parking facilities
• Vehicle ownership
• Existing traffic data and counts
• Intersection level of service
• Safety data, including SWITRS and the City's Collision data Task 1.3.4: Infrastructure Memo. A brief summary memo of the existing infrastructure Infrastructure serving the Specific Plan area will be developed by the civil engineering consultant. The Memo summary will include the base map and a brief description of the existing capacities and condition of the utilities including sewer, water, drainage, flood control, gas, and electric systems (and as-built plans for major infrastructure if necessary). Information will be requested from Silicon Valley Water District, Silicon Valley Power, Pacific Gas and Electric, the Bay Area Air Quality Management District and FEMA as needed. Consultant will work with the City to review and document the existing capacities and conditions of these systems, based on City staff knowledge and existing studies. A primary focus of the infrastructure memo will be analysis of the ability to install trees and remove public utility conflicts along El Camino Real. The infrastructure consultant will describe opportunities to reduce water use through the integration of strategies such as water recycling. R+A will describe strategies from the City's 2013 Climate Action Plan to reduce future energy and water use through strategies such as water recycling and rooftop renewable energy generation.
Task 1.3.5: Market Demand Analysis and Commercial Retention Strategy. The economic Market consultant will analyze potential market demand for housing, retail, office, and mixed-Demand use transit-oriented development in the Specific Plan area, building off any existing Analysis and economic and market analyses. This memo will touch on long-term citywide industry and Commercial employment trends, current real estate market conditions, citywide retail sales trends, Retention and market conditions. Strategy
The real estate market analysis to be prepared for the Specific Plan will examine recently Report
built, planned, and proposed competitive projects within the appropriate market or trade area for each product type -including other mixed-use and transit-oriented development along the El Camino Real. Data to be collected will include rents/sales prices, vacancy rates, buyer/tenant profiles, absorption rates, project amenities, and specific location characteristics such as proximity to transit and to shops/services. The consultant will also prepare a range of future demand estimates for each use, taking into account potential shifts in demand for physical space based upon emerging trends. Local real estate brokers will be interviewed to gain additional insights into how the Specific Plan area is positioned within the broader market/trade area(s) and how the area's competitive strengths and constraints will impact likely future demand. This work will focus on understanding how future demand will be influenced by evolving household and business dynamics within the city and region.
The Market Demand Analysis task will also include an initial assessment of the feasibility of producing market rate housing and both producing and preserving affordable housing (very low, low and moderate) in the Specific Plan Area to set the stage for the affordable housing strategy and a proforma financial analysis of key building types proposed in the plan alternatives. This assessment will broadly gauge financial feasibility of new housing products by examining local costs and revenues, and by interviewing housing and mixed- use developers with experience in the region. It will also evaluate the feasibility of making housing occupied by low and moderate income households permanently affordable through acquisition. Developers will be interviewed in order to understand market, financial, and regulatory factors that encourage or discourage development in the plan area.
As part of this effort, KMA will participate in discussions with a select number of representative businesses to understand strengths, weaknesses (SWOT) of operating a business in the plan area. These discussions, combined with the outcomes from the Market Demand Analysis and successful examples in other jurisdictions, will be utilized to develop a strategy for retail and commercial business retention and attraction in the plan area. Translation services will be provided as needed to successfully engage with business owners with limited English proficiency.
2. Visioning and Alternatives
Task 2.1 Desired Outcomes. The Consultant team will use the PDA Profile Report, meeting summaries, public input gathered from Community Workshop 1 and direct engagement activities, as well as feedback from City staff and CAC members to establish a draft of desired outcomes for the Specific Plan. These outcomes will be used to frame and guide potential alternatives for the Plan, ensuring that alternatives adhere to a broad set of desired parameters.
Task 2.2: Scenario Development and Analysis. Consultant team will develop three long term vision scenarios for the project area, guided by the desired outcomes identified in Task 2.1. Scenarios could include different land use and development intensities, key development sites, connectivity improvements, open space plans, streetscape and public space improvements, programmatic and design attributes, infrastructure improvements, preserved or enhanced community anchors, and other physical changes to illustrate the various alternatives and potential concepts for the future of the area. The intent of the scenarios is to enable long-term creative thinking for the plan area around a number of topics, by providing a small number of initial concepts for the community, city staff, elected officials, and other stakeholders to respond to.
The concepts may be feasible under current or potential future market conditions, and may assume varying levels of available subsidy for affordable or mixed-income housing.
The scenario development memo will include supporting maps or graphics for each scenario along with an overview of development potential, land use mix, potential intensities and heights, anticipated growth in residents and/or workers, potential new public spaces and community services, sustainability and health performance, and other performance metrics to support a "fact sheet" for each scenario linked to the desired outcomes process. The team will provide similar example "projects" which best illustrate the types of development for each scenario. The memo will illustrate the various levels of development outlined in the scenarios, with commensurate infrastructure and streetscape enhancements.
The PDA Profile Report, Community Involvement Strategy, Market Demand Analysis and Scenario Analysis will be presented at community workshops to garner initial feedback. Following public input and based on the findings of the Analysis, a Preferred (Development) Alternative will be identified.
Task 2.3: Feasibility Testing. The design and economic consultants will collaborate on an analysis to test the feasibility of up to three development options on identified opportunity sites under current or potential future market conditions. The team will create detailed development project prototypes -including building characteristics such as square feet, parking spaces, parking format, leasable area, gross development area, etc. Based on these prototypes, the economic consultant will conduct a pro Deliverables
Desired
Outcomes
Memo
Scenario Analysis
Memo
Preferred
Alternative
Development
Feasibility
Analysis
2. Visioning and Alternatives
forma financial analysis and estimate construction costs and attainable revenues taking into account variations in costs, rents and subsidies associated with market and partially or fully affordable housing projects. These estimates will be partly based on follow-up with developers interviewed during the Market Demand Analysis. A static financial model will be used to compare costs and capitalized project revenues in order to test sensitivity to variables such as building heights, density, inclusion of affordable housing, and increasing/decreasing market rents/sales prices. The sensitivity analysis will help clarify whether rents/values would need to increase to create a feasible project, and to understand the likely timeframe within which the tested project(s) would become feasible. The results will also be used to develop strategies and policies for incentivizing housing construction, fulfillment of affordable housing needs, and the potential of various policies to capture value from development projects for the provision of community benefits.
Task 2.4: Photo-simulations, Massing Studies, and/or other Illustrative Graphics. The team will create photo-simulations and massing visuals for the preferred Alternative.
This task will likely occur at the conclusion of the Visioning and Alternatives phase in order to summarize the preferred alternative direction for the community or elected officials. If City and consultant team mutually concur, detailed renderings of preferred plan concepts or designs may alternatively be substituted for or combined with the photo-simulations and massing studies at a level of effort not exceeding that established in the project budget.
Task 2.5: Affordable Housing and Anti-Displacement Strategy. Taking into account the City's Housing Element and the City's Nexus Study prepared in support of citywide affordable housing requirements and in-lieu impact fees, the City will provide a summary of affordable housing and anti-displacement issues and conditions in the City. This will include the following:
• Overview of demographic and housing characteristics which directly impact demand for affordable housing in/near the plan area.
• Summary of residential market conditions (for-sale and rental) compared against affordable sale prices and rental rates for various income levels (very low, low and moderate income), with a table showing the "affordability gap." • Summary of existing programs, policies and regulations in the City that promote/preserve affordable housing and/or discourage displacement. • Brief inventory of housing opportunity sites-both those identified in the City's Housing Element and through analysis of the planning area-including a description of potential site development issues (such as site assembly requirements, lot configuration, environmental contamination, etc.). • Brief inventory of opportunity sites for acquisition and rehabilitation of housing occupied by low and moderate income households at risk of displacement.
Deliverables
Illustrative
Graphics
Affordable
Housing and
Anti
Displacement
Plan Content
2. Visioning and Alternatives Deliverables
The consultant will develop a strategy to provide existing and future planning area residents with a range of housing options that are affordable to households at all income levels. This will be comprised of proposed plan content in a format that can be directly utilized in the draft specific plan, including but not limited to the following types of direction related to affordable housing and anti-displacement:
• Proposed policies to promote affordable housing and avoid displacing nearby residents and key small businesses (including strategies not directly related to housing preservation, such as economic development programs, engagement, development of community centers and/or services, etc.) • Proposed affordable housing opportunity sites
• Priority housing and small business preservation sites • Over-arching goals
• List of programmatic actions related to affordable housing and anti- displacement
• Identification and differentiation of city-wide, corridor-specific, and site- specific actions that should be incorporated into the Plan. • Identification of potential funding sources available to preserve or add affordable housing and retain key local businesses
• Identification of existing and potential development standards to integrate into the Specific Plan to incentivize affordable housing production and provision of community benefits (e.g. density bonuses, etc).
Plan content provided by the consultant will focus on overcoming obstacles and barriers to providing affordable housing in the PDA area, and addressing the potential for low-income population displacement in and near the plan area.
3. Plan Development Deliverables
Task 3.1 Precise Draft Plan Framework. The consultant will identify a proposed plan Specific Plan outline and structure for the plan, including topics to be addressed for each plan Framework chapter. We will work with City staff and the ABAG/MTC Grant manager (who will act in an advisory role) to refine this framework and ensure it meets city needs before beginning to draft the Preliminary Draft Plan.
Task 3.2: Preliminary Draft Specific Plan Development. The prime consultant will be Preliminary Draft responsible for coordinating all sub-consultant contributions and generating plan Specific Plan content for a Preliminary Draft Specific Plan, reflecting the direction established in Tasks 1 and 2. The team will produce plan content and analysis for draft chapters of a Preliminary Draft Specific Plan, including at the following components at minimum [includes sub-consultant items created in Tasks 3.2.1-3.2.5]:
• Vision and guiding principles;
• Goals and policies for various plan topics;
• Land use plan with description of land uses, overall development potential, and land use policies and regulations;
• Public realm plan, including streetscape, public space and plazas, lighting, and/or landscape and furnishings;
• Identification of opportunity sites and preferred development options, including
• photo-simulations (or other visual graphics under Task 2.4) for key development sites;
• Development standards and design guidelines to facilitate high quality transit- oriented development;
• Transportation plan and policy, including multi-modal street network and standards and access improvements and design standards
• Health and sustainability policies
• Policies to overcome obstacles or constraints to meeting housing needs at all income levels, including statutory, city-wide, and plan-specific standards and incentives;
• Multi-modal parking and access standards and strategies for increased transit use and reduced parking;
• Pedestrian-oriented street improvements and design standards; • Implementation program, including strategies to attract transit-oriented development, measures to remove development constraints, programs and actions to incentivize affordable housing production and provision of community benefits, necessary physical investments in infrastructure and multi-modal transportation, a phasing plan, and additional follow-up actions and public outreach efforts to implement the Specific Plan; and • Financing options for public/private development, necessary infrastructure investments identified in the implementation plan, other public improvements, community benefits, and strategies and timing for pursuing possible federal and state funding sources.
3. Plan Development
As part of Specific Plan preparation, the consultant will create recommendations for amendments to the Zoning Code to implement the Specific Plan. This could include proposed amendments to the Zoning Map such as creating a special zoning or overlay district for the Specific Plan area.
Deliverables
Task 3.2.1: Multi-Modal Access and Connectivity. The transportation consultant will Multi-modal prepare a Multi-Modal Access and Connectivity Plan consistent with the plan vision and Access and preferred alternative. The goal of this task will be to generate content for the Connectivity transportation section of the Specific Plan, and this task will address the following Plan/Memo topics:
• Pedestrian Access and Circulation
• Bicycle Access and Circulation
• Transit Access and Connectivity
• Auto Circulation
• Transportation Demand Management
As part of this task, mobility opportunities and constraints from the PDA profile will be considered and addressed as appropriate. The multimodal access and connectivity plan will identify opportunities to improve conditions through transportation improvements and strategies. The team will focus on updates and changes in conditions that would affect the recommendations from previous efforts, such as changes in VTA Transit service and routing within the study area, or previous pedestrian, bicycle, and transportation planning. The team will complete a quantitative review to identify deficiencies and target areas for pedestrian and bicycle circulation improvements. A qualitative evaluation will also be completed based on community stakeholder input and field visits. The transportation consultant will review and provide comments on the proposed Transportation section of the Preliminary Draft Specific Plan. One (1) round of revisions is assumed.
Task 3.2.2: Pedestrian-friendly Design/Placemaking and Accessible Design Guidelines.
The consultant will produce building, open space, and street design guidelines or standards that focus on pedestrian-oriented design that enhances walkability, pedestrian and bicycle comfort and convenience, and the safety and security of transit riders in and around the planning area. Possible approaches may include pedestrian friendly design guidelines, form based code, street design guidelines and context sensitive solutions. These guidelines will be prepared and presented in conjunction with Task 3.2.1 (Multi-modal Access and Connectivity) above. Graphics and visuals will be essential to and required for the design guidelines. Graphic presentation may include architectural drawings and renderings, massing studies, cross-sectional views, elevation drawings, etc. There will be an emphasis on placemaking and creating places or plazas that are sheltered from El Camino Real, but positively maintain pedestrian experience, comfort, accessibility, and character along El Camino Real through Pedestrian
friendly Design
Standards or
Plan Content
Accessible
Design Memo or
Plan Content
3. Plan Development
appropriate setbacks and frontage design to encourage pedestrian activity. l<ey elements which will be illustrated include:
• Streetscape/sidewalk and other pedestrian improvements • Building frontage and building form requirements
• Commercial and residential frontage along major corridors • Pedestrian and bicycle improvement requirements/projects • Open space concepts for improvements such as small publically accessible plazas or seating areas
• Building massing and transition requirements from corridor frontage parcels to neighborhood homes
• Parking form and design, including guidance on the appropriate site location, frontage and fa~ade, access, and suitability of surface, structured, or below grade parking for different development types and intensities, as well as potential future adaptation to non-parking uses
The Consultant will also create an accessibil,ity design plan for people with disabilities and the elderly that ensure fully accessible transit stations, accessible paths between transit and surrounding areas, and visitable and habitable housing units adjacent to applicable transit stations and in the planning area, where feasible. Visitable means a dwelling unit where a person with a disability can visit with an accessible restroom.
Habitable means a dwelling unit where a person with a disability can live with an accessible bedroom. VMWP will work with others to prioritize projects for accessibility impact to the project area; so that as projects are implemented the accessibility features are raised as a top priority.
Draft content including the Plan Framework, Land Use Plan, Multi-Modal and Connectivity Plan, Pedestrian-friendly Design Standards, and Accessible Design strategies will be presented at the TAC and CAC meetings.
Task 3.2.3: Parking Analysis. The transportation consultant will complete a parking demand and management analysis, consistent with the plan vision and preferred alternative, to establish the cumulative parking demand and to identify demand management strategies to support implementation of the preferred plan. The goal of this analysis and memo will be to generate policy and implementation content for the Specific Plan.
For key areas within the preferred land use plan, the team will complete a shared parking analysis by time of day to identify the peak parking demand. The analysis will utilize ULI and ITE methodologies, recent parking utilization studies in Santa Clara County, and incorporate existing city data. The demand analysis will also account for special conditions in the study area, such as the potential for spillover parking into adjacent residential areas. The parking analysis will quantify the expected demand reduction associated with transit service levels and the proposed mix of uses, and will Deliverables
Parking Analysis
Plan/Memo
3. Plan Development
provide a high-level analysis of potential reductions in demand from increased use of rideshare and reduced auto ownership among growing segments of the population.
The resulting demand will also be compared to other TOD analyses in the region to ensure reasonableness of results. This analysis will be used to develop recommended changes to the City's adopted parking standards, including shared parking considerations.
In conjunction with the parking demand analysis, the team will also develop a parking management plan in support of the preferred land use program. The plan will include strategies to manage the overall impacts of parking by addressing its location (for example, through structured parking, reconfigured parking areas), time of day utilization (through differential pricing and permit programs), and overall utilization (through shifts to walking, bicycling, transit and rideshare). The parking management plan will be developed in coordination with existing local and regional programs sponsored by the MTC and the City. The parking management plan recommendations will be coordinated with the multimodal access and connectivity recommendations to ensure an integrated transportation system for the station area.
The transportation consultant will summarize the parking demand analysis and parking management plan in a technical memo with supporting tables and graphics. One (1) round of revisions is assumed.
Task 3.2.4: Infrastructure Development and Budget. The infrastructure consultant will use the data compiled in Task 1.5 and large-scale, planning-level calculations to develop an assessment of the capacity of the existing major infrastructure to serve the existing land use. The infrastructure assessment will include drainage, energy, water, sewer, and dry utilities. The same planning-level methodology will then be used to provide an assessment and identify specific deficiencies of the existing major infrastructure for the purpose of serving the selected land use alternative in the Specific Plan. Significant deficiencies will be identified, followed by an assessment of potential demand reduction through water strategies, and then planning-level design of the improvements necessary to serve the proposed land use will be developed. A primary focus of infrastructure guidance will be the ability to install trees and remove public utility conflicts. Plan content will also be consistent with current C3 (Green Stormwater Infrastructure) requirements and the City's Green Sustainability Infrastructure framework, and provide stormwater-related policy guidance and implementation actions relevant to the plan area.
The transportation memo developed in Task 1.3 and the results of the Access and Connectivity Plan developed in Task 3.2 will be used to identify major street and roadway improvements required for the selected Specific Plan alternative. These preliminary designs will then be used to develop planning-level cost estimates for the Specific Plan alternative. The unit costs will be based on available local construction Deliverables
Infrastructure
Development
and Budget
Memo
3. Plan Development Deliverables
bids, and quantities will be based on the planning-level design.
Task 3.2.5: Implementation Plan and Financing Strategy. The team will create a strategy Implementation that identifies actions to implement the El Camino Real Specific Plan vision and goals. Plan and This strategy will describe phasing of capital investments and programmatic actions, Financing and will disaggregate capital costs into increments that correspond to potential Strategy funding/financing sources. The consultant team will work together to identify physical improvements needed, along with infrastructure improvements identified in Task 3.2.
The strategy will be tailored to attract transit-oriented development, remove development constraints, and accommodate availability of funding sources. The final product for this implementation strategy will include two parts. The first part will be a narrative explanation of the costs by item or action, the timing/phasing of the investments based on likely market timing, and an explanation of all funding/financing sources that could be deployed to meet the costs for each item. The second part will be a summary matrix showing this same information by item or action, phasing, likely funding/financing source(s), and responsible departments/agencies.
Consultant will integrate content into a completed Implementation section of the Specific Plan, which will include a list of measurable actions to implement goals of the Specific Plan. This may include recommendations for needed amendments to the zoning code or General Plan that are necessitated by the Specific Plan.
Task 3.3 Public Review of Draft Specific Plan. Based on CAC and TAC input, the Draft Specific consultant will prepare a Public Review Draft Specific Plan and circulate for formal Plan public review and comment. During the public review period, City staff and CAC members will also conduct active public outreach by presenting the Draft Specific Plan to targeted stakeholders that may include homeowner associations, and Chamber of Commerce to solicit comments. A community workshop will also be conducted by the Consultant team on the Public Review Draft to receive public input. A CAC meeting will be held to receive the CAC's formal and final recommendations on the aft Specific Plan and General Plan and/or Zoning Code Amendments. The Planning Commission will conduct a public hearing and forward a recommendation to the City Council on the Draft Specific Plan (including recommendations for Zoning Code and/or General Plan amendments).
Task 3.4 Final Draft. The City Council will hold a public hearing to adopt the Final Final Specific Specific Plan and final General Plan and/or Zoning Code amendments. The Consultant Plan as adopted team will then prepare the Final Specific Plan (including recommendations for General by City Council Plan and/or Zoning Code amendments). This task also includes the Consultant team assisting City staff in initiating other elements of the implementation program as outlined in the adopted Specific Plan.
4. CEQA Analysis
Task 4.1 Define Project and Prepare Ad min Draft EIR. The environmental consultant will be responsible for preparing and completing the environmental impact report (EIR) to evaluate the environmental effects of implementation of the Specific Plan under CEQA. For cost-savings and efficiency purposes, the environmental consultant will make use of existing environmental documentation (e.g., technical studies, City and regional plans, policies and technical reports, recent CEQA documents prepared for other projects and programs in the area, including the General Plan EIR, if available, etc.).
A key goal of the Specific Plan and EIR will be to provide a solid and thorough basis for CEQA streamlining of subsequent projects in the plan area under the provisions of new Guidelines Section 15183.3, Streamlining for Infill Projects, California Public Resources Code 21155.1-4, and any new streamlining provisions adopted in advance of the preparation of the Draft EIR. Another is to document and disclose as appropriate the potentially beneficial impacts of transit-oriented development, both from an environmental impact perspective and in terms of consistency and furtherance of local and regional goals related to vehicle miles traveled and the transit/land use/emissions connection. In addition, the EIR scoping process, existing conditions inventory, and environmental analysis will inform the land use concept and Specific Plan policies so that the plan can be designed to "pre-mitigate" potential impacts related to the drainage and floodplain, among others resource issues. The EIR work program will include the following key tasks:
• Data review and preparation of existing conditions. This task will include compiling data sources and identifying and describing existing environmental conditions. These investigations will inform the scoping discussions and form the basis of the Environmental Settings chapters of the El R. • Describe the project. The project description will summarize the Specific Plan and associated actions, focusing in detail on aspects that would affect the physical environment. Textual, tabular, and graphic presentation will be included as necessary to facilitate a thorough understanding of the proposed plan and its potential implementation.
• Assess EIR Scoping Topics with City staff. The environmental consultant will coordinate with City staff to obtain initial guidan·ce and information to kick-off the scoping analysis and process. • Notice of Preparation and Scoping Meeting. Upon City approval of the Initial Study, The environmental consultant will prepare a Notice of Preparation (NOP) for City review. Deliverables are one draft and one final NOP. The environmental consultant will assist with development of a distribution list and will assist with distribution to the-County Clerk and State Clearinghouse, if requested. During the 30-day NOP review period, the environmental consultant will facilitate an EIR Scoping Meeting as part of a Planning Commission meeting. The environmental consultant will provide written and visual materials, including sign-in sheets, comment sheets, and a PowerPoint presentation. Information for the staff report regarding the scoping meeting will be provided, if requested
• Technical Studies. Technical studies to be prepared as a part of the CEQA review include: Vehicle Miles Travelled (Powers, with data provided by MTC and OPR), Cultural Resources Archival Records Search (Albion), limited historic resources review (Carey & Company), air quality and greenhouse gas emissions (Illingworth & Rodkin, Inc.), and a screening level Phase I for historic and current uses that have or could cause soil or groundwater contamination (Cornerstone Earthgroup). The EIR will also incorporate technical information from the Infrastructure Memo (Task 1.3.4) and transportation analysis (Task 4.2). Technical studies are shown as expenses in the project budget. • Administrative Draft EIR. The Administrative Draft EIR will include a summary, introduction, project description, a discussion of environmental issues, impacts, and mitigation measures, discussions of
4. CEQA Analysis
cumulative impacts, project alternatives, and other sections required by the CEQA Guidelines.
Each environmental issue addressed in the EIR will have four main subsections: 1) setting, 2) impact analysis, 3) mitigations, and 4) level of significance after mitigation. The settings will be based on existing data sources (e.g., General Plan noise contour maps, regional transit access and forecast Vehicle Miles Travelled) to the extent feasible, as well as site visits, and other site-specific work. Where possible, impacts will be quantified; otherwise, reasoned and supported assumptions and observations will be used to qualitatively forecast potential project and cumulative impacts.
Mitigation measures may include a range of design measures and policies or programs as developed by City staff and the Consultant team. All mitigation measures will be presented in wording that can be incorporated into the Specific Plan and/or conditions of approval for individual projects within the Specific Plan area. In the Alternatives section, up to three alternatives, including the "no project" alternative, will be examined in the EIR. Evaluation of alternatives will be in less detail than for the proposed project, though the analysis will provide decision-makers and the public adequate information to decide between alternatives. This section will also identify the "environmentally superior alternative." Other CEQA-discussions required by the CEQA Guidelines, including growth-inducing impacts, significant unavoidable impacts, references, and a listing of significant irreversible changes, will be included in the Administrative Draft EIR. Deliverables are four print copies and one electronic version of an Administrative Draft and a Screencheck Draft EIR. • Public Meetings. The environmental consultant will attend and present the draft and final EIR at Planning Commission and City Council EIR comment and adoption hearings (up to four total).
Task 4.2 Public Draft EIR. This task involves the production, editorial work, and communication processes anticipated to produce the Draft EIR for public review and comment. Preparation of the Draft EIR assumes preparation of one administrative draft and one revised version. The environmental consultant will be responsible for drafting a Notice of Completion/Notice of Availability and circulating the Draft EIR to the State Clearinghouse. The City of Santa Clara will be responsible for all other noticing (e.g., property owners; notice in newspaper of record). Deliverables are one draft and one final Notice of Completion, 20 print copies of the Draft El R, 15 copies on CD and an Executive Summary for use by the State Clearinghouse, and one electronic version of the Draft EIR.
Task 4.3 Final EIR, Mitigation Monitoring and Reporting. Final EIR. MMRP and Notice of Determination. This task includes preparation of a Final EIR consisting of revisions to the Draft EIR (as necessary), list of individuals and agencies commenting on the Draft EIR, responses to comments received on the Draft EIR, copies of comments received) and a Mitigation Monitoring and Reporting Program. In addition, a draft Notice of Determination (NOD) will be submitted for City review prior to the City Council hearing on the Specific Plan. Deliverables are one Administrative Final and one Final EIR, up to 25 print copies of the Final EIR, and one draft and final revised copy of the NOD. Environmental consultant will assist the City with preparation of Facts required to support Findings and a Statement of Overriding Considerations, if necessary.
4. CEQA Analysis
Task 4.4: Transportation Impact Analysis. Fehr & Peers will prepare a Transportation Impact Analysis (TIA) for use in the Program Level EIR. The work conducted in this task will build on analysis and work completed in previous tasks. The JIA will address potential impacts to transit service, bicycle activity, pedestrian activity, and vehicle traffic.
Fehr & Peers will compile and review the available background documents relevant to the study area, and will meet with City staff to finalize the project work plan. Fehr and Peers will collect the following information for transportation facilities within the project area:
• Motor Vehicle Traffic: Fehr & Peers will report existing conditions data for VTA Congestion Management Program intersections along the corridor based on data from other published studies.
• Transit, Pedestrian and Bicycle Conditions: Fehr & Peers will also describe existing transit service, bicycle conditions and pedestrian conditions in the vicinity of the corridor. Fehr and Pes will evaluate how the proposed project will affect conditions for transit service, bicycle conditions and pedestrian conditions.
Fehr & Peers will conduct a LOS analysis for up to eight (8) intersections on the El Camino Real corridor that are included as part of VT A's Congestion Management Program as well as for 15 roadway or freeway segments. The LOS analysis will be performed during the weekday morning (AM) and evening (PM) peak hours for the scenarios shown below.
Scenario 1:
Scenario 2:
Scenario 3:
Scenario 4:
Scenario 5:
Existing Conditions -Existing volumes obtained from counts representing peak traffic conditions during the morning and evening commute periods.
Background Conditions -Existing volumes plus traffic from approved but not yet constructed and unoccupied developments in the area.
Background Plus Project Conditions -Background volumes from Scenario 3 plus project traffic.
Cumulative No Project Conditions -Existing volumes plus traffic from pending developments in the area. Fehr & Peers will use VTA's model refined for the proposed City Place Project.
Cumulative Plus Project Conditions -Scenario 3 volumes plus traffic generated by the Project.
It is assumed that new intersection turning movement volumes would be required at up to four (4) study intersections. This task includes the evaluation of transit delay along El Camino Real between Lawrence Expressway and Lafayette Street, left-turn queue analysis using TRAFFIX for five movements, and a bike/pedestrian quality of service analysis at each intersection with proposed mitigation measures. 1 s. Meetings and Community Engagement
5. Meetings and Community Engagement
Anticipated meetings and outreach activities are as follows. City staff will be responsible for any staff reports necessary, with support and review if needed from the Consultant. The consultant will prepare, in coordination with City staff, any visual (such as Powerpoint presentations) or written materials and handouts for the meetings below when applicable. City staff will be responsible for any meeting logistics, noticing, publicizing, and communication with meeting attendees. City staff will also be responsible for any internal coordination and strategy related to the City's approach to community engagement, and for providing that input to the consultant to guide engagement efforts for the project. Material may be drawn from deliverables created in other tasks.
• Task 5.1: Community Involvement Strategy. At the beginning of the planning process, and with input from staff and the CAC, the prime consultant will prepare a community involvement strategy outlining key steps of the process and identifying stakeholders who should be involved. The team will work closely with City staff to identify residents, business, property owners, relevant public agencies, community groups, neighborhood associations, nonprofits, and faith-based organizations for outreach. The strategy will include special attention to involve community groups and minority, low income, youth, renter and non-English speaking residents and business owners within or near the planning area. As part of the community involvement strategy, consultant will identify strategies to partner with and engage local community stakeholders and organizations. This includes a clarification of formats of public meetings such as town halls, workshops, and open houses, and direct engagement such as pop-up workshops, focus groups, or interviews which the Consultant intends to use, and anticipated schedule of when various engagement activities would occur. The strategy will also include a description of the outreach materials that may be used such as social media, fact sheets, posters, maps, surveys, photo-simulations, visual massing studies, local media contacts, on line surveys, etc. To ensure meaningful engagement opportunities across the Plan area's population, the strategy will identify translation services required at the engagement activities defined in this task-using the demographic data in the PDA profile to understand level of need by specific language.
• Task 5.2: Technical Advisory Committee (TAC). Consultant will advise City staff to determine which relevant public agencies or stakeholders shall serve on the TAC. City staff will take the lead in establishing and coordinating the TAC, identifying specific members, and reaching out to potential members. The focus of the TAC will be to provide technical feedback at key moments in the project and, where feasible and requested by City staff, to provide data and other resources to supplement the work included in this scope. The flow of meetings between the TAC and CAC and the deliverables discussed will be parallel and may happen sequentially or concurrently, though the topical focus and level of technical discussion will likely differ between the TAC and CAC. There will be 4 TAC meetings as follows:
o Meeting 1: Project overview/input that may include Community Involvement Strategy, PDA Profile, Market Demand Analysis, Affordable Housing and Displacement Strategy. o Meeting 2: Review of potential plan scenarios (created in Task 2.2) and input on preferred direction.
o Meeting 3: Review of and input on preferred alternative, plan framework, and/or Draft Plan, which may include land use, multi-modal connectivity, pedestrian-friendly design standards, and accessible design strategies as necessary.
o Meeting 4: Review of public draft or adoption draft plan, and input on any refinements or additional details necessary. This may also include review of public comments on the Draft
5. Meetings and Community Engagement
Plan.
• Task 5.3 Community Advisory Committee (CAC). Consultant will advise City staff on creating a CAC including the make-up of and the process for selecting a broad-ranging group of local stakeholders to serve on the CAC. City staff will take the lead in establishing and coordinating the CAC, identifying specific members, and reaching out to potential members. The focus of the CAC will be to provide a focused community stakeholder perspective at key moments in the project. There will be 4 CAC meetings as follows.
o Meeting 1: Project overview/input that may include Community Involvement Strategy, PDA Profile, Alternatives, Market Demand Analysis, Affordable Housing and Displacement Strategy. The format of this meeting may be a walking tour of the corridor (or segments of the corridor), during which CAC members and other participants could help identify community assets, anchors and challenges to address in the Alternatives. o Meeting 2: Review of potential plan scenarios (created in Task 2.2) and input on preferred direction.
o Meeting 3: Review of and input on preferred alternative, plan framework, and/or Draft Plan, which may include land use, multi-modal connectivity, pedestrian-friendly design standards, and accessible design strategies as necessary.
o Meeting 4: Review of public draft or adoption draft plan, and input on any refinements or additional details necessary. This may also include review of public comments on the Draft Plan.
• Task 5.4 Planning Commission. There will be three (3) Planning Commission meetings for the Consultant to attend: 1) Project overview/input. 2) Alternatives and preferred alternative, and 3) Adoption hearing.
• Task 5.5 City Council. There will be three (3) City Council meetings for the Consultant to attend, occurring shortly after and in parallel with Planning Commission meetings on the same topics: 1) Project overview/input; 2) Alternatives and preferred direction; 3) Adoption hearing. • Task 5.6 Community Workshops. There will be three (3) community workshops: 1) to introduce community members to the project, gather input to shape the project outcomes and scenarios through interactive activities, and to present the PDA Profile Report, Community Involvement Strategy, and any other background research as determined by city staff and consultant, 2) to review and receive feedback on the alternatives and strategies to shape the draft Specific Plan; and 3) to review the public draft Specific Plan. The sequencing of these workshops is described in the scope above. The City will provide noticing and outreach for all community workshops. To the extent feasible, the workshop should take place within the plan area. Translation services should be provided as identified in Task 5.1, as well as childcare if determined necessary and feasible. • Task 5.7 Stakeholder Meetings and Focus Groups. The team will conduct up to 12 stakeholder meetings per the Community Involvement Strategy with local residents, business owners, advocacy groups, renters, property owners, VTA, CalTrans, elected officials, or others with a unique interest in the area. As part of this effort, the Consultant team will organize a developers' focus group to solicit their perspective on the market, their understanding of why projects have or have not moved forward previously, and what the key development parameters are that would unlock the development potential within the area.
• Task 5.8 Regular Meetings/Conference Calls with Staff. The consultant will budget for regular check in calls with City staff and the MTC/ABAG grant manager, and regular working meetings with relevant City staff at key junctures.
5. Meetings and Community Engagement
• Task 5.9 Direct Engagement Activities. To reach Plan area residents, businesses, and visitors unable or unlikely to attend formal public meetings, the consultant team will conduct up to 6 direct engagement activities such as pop-up events, walk audits, tabling at events, on-site design work with community members, and attendance at public gatherings. These events could take place at similar junctures in the planning process as Community Meetings 1-3. The consultant may also supplement formal and direct engagement with web-based engagement through the provision of plan maps in an on line format using an existing platform such as Google maps that enables users to control map display or layers for view, or other activities as feasible within the project budget. • Task 5.9 Project Website. The Consultant will provide content and information at key junctures for a project web page hosted on the City's website. The website may include web-based activities identified in Task 5.9 as feasible within the project budget. (Optional Task): Develop VMT Estimates. As an optional task outside of this scope and budget, in addition to the VMT analysis required for GHG air quality analysis, if decided by the City of Santa Clara, Fehr & Peers will develop VMT estimates for Existing and a Cumulative No Project scenario. VMT for Cumulative No Project Conditions will be obtained from the City Place version of the VTA's travel demand model. The City Place version of the VTA travel demand model has been validated and calibrated to local conditions and represent the most current model suitable for developing travel forecasts in the City. Fehr & Peers will adjust the VMT developed in the Cumulative No Project scenario to account for improvements to circulation and transportation demand management strategies from the Project. (Optional Task): Identify Significant Impacts, Recommend Mitigation Measures, and TIA Documentation.
As an additional optional task, VMT results of the Project can be compared to the results No Project scenarios to identify potential VMT impacts. The VMT results of the Project will be compared to the results No Project scenarios to identify potential VMT impacts. Significant transportation impacts will be identified based on the City of Santa Clara's impact criteria and in keeping with current state of the practice. If significant impacts are identified, Fehr & Peers will recommend feasible mitigation measures, such as TDM strategies and other innovative methods. The effect of the project on transit, bicycle, and pedestrian facilities will be evaluated in terms of conflicts with existing or planned facilities or creation of hazardous conditions for bicyclists or pedestrians. Similarly, we will ensure efficient linkages with existing and potential future transit, bicycle and pedestrian facilities. We will present specific mitigation measures that ensure adequate pedestrian, bicycle, transit, and automobile circulation within the project site and integration with the area's existing facilities.
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXHIBITB
FEE SCHEDULE
The total payment to the Contractor for Basic Services shall not exceed $749,994.00. The amount billed to City for Additional Services shall not exceed the sum of$159,989. In no event shall the amount billed to City by Contractor for services under this Agreement exceed nine hundred ten thousand dollars ($910,000.00), subject to budget appropriations.
Agreement with Raimi & Associates, Inc./Fee Schedule/Exhibit B Rev. 09/12/17
Page I of2
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AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXHIBITC
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or un1brella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
Agreement with Raiini & Associates, lnc./Insurance Requirements/Exhibit C Rev. 09/12/17
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability coverage at least as broad as ISO form CA 00 01 with a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01.
Liability coverage shall apply to all owned (if any), non-owned and hired autos.
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 IO 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's msurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (I 0) days prior to the effective date of such cancellation. In the event of Agreement with Ranni & Associates, Inc./Insurance Requirements/Exhibit C Rev. 09/12/17
non-renewal, written notice shall be given at least ten (I 0) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain langnage or be endorsed to reflect that no cancellation or reduction of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such reduction or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through D of this Exhibit C, above.
E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor ( of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement with Raimi & Associates, Inc./Insurance Requirements/Exhibit C Rev. 09/12/17
Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.
G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting oflnsurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance ( or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution ofthis Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.
Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be mailed to:
EBIX Inc.
City of Santa Clara Planning Division
P.O. Box 100085 -S2 or I Ebix Way
Duluth, GA 30096
Telephone number:
Fax number:
Email address:
H. QUALIFYING INSURERS
John's Creek, GA 30097
951-766-2280
770-325-0409
[email protected]
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A-VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with Ranni & Associates, Inc./Insurance Requirements/Exhibit C Rev. 09/12/17
Page4 of4
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXHIBITD
ETHICAL STANDARDS FOR CONTRACTORS SEEKING TO ENTER INTO AN
AGREEMENT WITH THE CITY OF SANTA CLARA, CALIFORNIA
Termination of Agreement for Certain Acts.
A. The City may, at its sole discretion, terminate this Agreement in the event any one or more of the following occurs:
1. If a Contractor1 does any of the following:
a. Is convicted2 of operating a business in violation of any Federal, State or local law or regulation;
b. Is convicted of a crime punishable as a felony involving dishonesty3; c. Is convicted of an offense involving dishonesty or is convicted of fraud or a criminal offense in connection with: (I) obtaining; (2) attempting to obtain; or, (3) performing a public contract or subcontract; d. Is convicted of any offense which indicates a lack of business integrity or business honesty which seriously and directly affects the present responsibility of a City contractor or subcontractor; and/or, e. Made (or makes) any false statement(s) or representation(s) with respect to this Agreement.
For purposes of this Agreement, the word "Consultant" (whether a person or a legal entity) also refers to "Contractor" and means any of the following: an owner or co-owner of a sole proprietorship; a person who controls or who has the power to control a business entity; a general partner of a partnership; a principal in a joint venture; or a primary corporate stockholder [i.e., a person who owns more than ten percent (10%) of the outstanding stock of a corporation] and who is active in the day to day operations of that corporation. 2 For purposes of this Agreement, the words "convicted" or "conviction" mean a judgment or conviction ofa criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea ofnolo contendere within the past five (5) years.
As used herein, "dishonesty" includes, but is not limited to, embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, failure to pay tax obligations, receiving stolen property, collusion or conspiracy.
Agreement with Raimi & Associates, Inc./Ethical Standards for Contractors/Exhibit D Rev. 09/12/17
Page I of2
2. If fraudulent, criminal or other seriously improper conduct of any officer, director, shareholder, partner, employee or other individual associated with the Contractor can be imputed to the Contractor when the conduct occurred in connection with the individual's performance of duties for or on behalf of the Contractor, with the Contractor's knowledge, approval or acquiescence, the Contractor's acceptance of the benefits derived from the conduct shall be evidence of such knowledge, approval or acquiescence.
B. The City may also terminate this Agreement in the event any one or more of the following occurs:
1. The City determines that Contractor no longer has the financial capability 4 or business experience5 to perform the terms of, or operate under, this Agreement; or,
2. If City determines that the Contractor fails to submit information, or submits false information, which is required to perform or be awarded a contract with City, including, but not limited to, Contractor's failure to maintain a required State issued license, failure to obtain a City business license (if applicable) or failure to provide and maintain bonds and/or insurance policies required under this Agreement.
C. In the event a prospective Contractor (or bidder) is ruled ineligible (debarred) to participate in a contract award process or a contract is terminated pursuant to these provisions, Contractor may appeal the City's action to the City Council by filing a written request with the City Clerk within ten (10) days of the notice given by City to have the matter heard. The matter will be heard within thirty (30) days of the filing of the appeal request with the City Clerk. The Contractor will have the burden of proof on the appeal.
The Contractor shall have the opportunity to present evidence, both oral and documentary, and argument.
4 Contractor becomes insolvent, transfers assets in fraud of creditors, makes an assignment for the benefit of creditors, files a petition under any section or chapter of the federal Bankruptcy Code (11 U.S.C.), as amended, or under any similar law or statute of the United States or any state thereof, is adjudged bankrupt or insolvent in proceedings under such laws, or a receiver or trustee is appointed for all or substantially all of the assets of Contractor.
Loss of personnel deemed essential by the City for the successful performance of the obligations of the Contractor to the City.
Agreement with Raimi & Associates, lnc./Ethical Standards for Contractors/Exhibit D Rev. 09/12/17
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXHIBITE
AFFIDAVIT OF COMPLIANCE WITH ETHICAL ST AND ARDS
I hereby state that I have read and understand the language, entitled "Ethical Standards" set forth in Exhibit D. I have the authority to make these representations on my own behalf or on behalf of the legal entity identified herein. I have examined appropriate business records, and I have made appropriate inquiry of those individuals potentially included within the definition of "Contractor" contained in Ethical Standards at footnote 1.
Based on my review of the appropriate documents and my good-faith review of the necessary inquiry responses, I hereby state that neither the business entity nor any individual(s) belonging to said "Contractor" category [i.e., owner or co-owner of a sole proprietorship, general partner, person who controls or has power to control a business entity, etc.] has been convicted of any one or more of the crimes identified in the Ethical Standards within the past five (5) years.
The above assertions are true and correct and are made under penalty of perjury under the laws of the State of California.
RAIMI & ASSOCIATES, INC.
a California corporation
By: f'l,,,-.___ )? LA----
Signature of Authorized Person or Representative
Name: ):jotiiew D-l<o.,'VV'.:
Title: f{~Jt·cLvi.\-t ~EO
NOTARY'S ACKNOWLEDGMENT TO BE ATTACHED
Please execute the affidavit and attach a notary public's acknowledgment of execution of the affidavit by the signatory. If the affidavit is on behalfofa corporation, partnership, or other legal entity, the entity's complete legal name and the title of the person signing on behalf of the legal entity shall appear above. Written evidence ofthe authority of the person executing this affidavit on behalf of a corporation, partnership, joint venture, or any other legal entity, other than a sole proprietorship, shall be attached.
Agreement with Raimi & Associates, Inc./ Affidavit of Compliance/Exhibit E Rev. 09/12/17
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of California
Alameda County of ___________ _
On before m~. ~---I_n_d_e~r~P_a~1_· ·_S_in_g_li"-,. ···~::(~N~o_t~a~r_y_P_u_b_h_· c_) ___ _ (Herc insert name .and·lillc.oflhc: officer.I
personally appeared _._Jt\,_,_ci:_c_:_*'..,· _f,lu.J-:_ _ __.,,j)c.o._.L&c=~tvVl~~'- 1 ----~-c-------------
who proved .to me on the basis of satisfactory evidence to be the personefwhose namej,,iis/~ubscribed to the within instrument and acknowledged to me tha( he/;.).,e{ttrey executed the same in hisf.he,,fffiei'r autl.10rized capacity~nd that by his/her/their s1gnatur~ the instrument th~ perso~r th~ entity upon behalf of which the perso,~ted, executed.ihe instrument. .
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph . is true and Cof.recL
( Notary ~ca! J
•
INOER PAL SINGH
~ Notary P~bllc • California
~ Alameda County f
z Commission# 2162126 ~
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ADDITIONAL OPTIONAL INl"ORMATION
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CAPACITY CLAIMED BY THE SIGNER
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INSTRUCTIONS FOR COMPLETING THIS FORM
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Indicate the correct siug.u!ar or plurn! forms b)' crossing off incorrcct forms (i.c-. ~/shcl!-he:i<:-is lac-e) or circling the correct forms. Failure co corr<.:cl[y inclic;ilc this information may lead ((l rcjccli':ln or doet\menl recording.
The n<>lary seal impression musl he clear ,ind rlwtogr.:ipllica!Jy rcproducihk Impassion mus( no( Cl>vcr tot or Jines rr_st.:il impression rntudges. re-seal i(.i sufficient are;i rxrmi(s. (>lflenvi$c: cont(!lcle _a t.!ifkrcnl ,1cknowlcdg.me111 /Orm Sig11~11ur,: or tl1c n(l{ary pulili1: must nwtcli cht slgnaiurc (Hl (lie-with' !lie offit:c or Che: n,w11i· ckrk
Addition;!! i11fonnation is not required but could help w cnsur<:: this acknuwledg111c11\ is n01 misused or act<1chcd to J differc11\ document lndic.Hc tilk or type or auachcd docun1nH. nun,t,cr or pages ;u1J date lnd,ca(c the capacity cbi,ncd by tht signc:r. If the cl.ai111ed c;ip:ici1y ,:; ;_i corpor,itc officer. ,ndica!<: the title: ( i c CEO. (TO. Secrd<1ry) Sc-curd:· Jrtacl1 cJ1Js docum~n! l(• t!1c s;gncd d0cu111cn( ./
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I
l
AGREEMENT FOR THE PERFORMANCE OF SERVICES
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
AND
RAIMI & ASSOCIATES, INC.
EXIITBIT F
MILESTONE SCHEDULE
( attached on next page)
Agreement with Raimi & Associates, Inc./Milestone Schedule/Exhibit F Rev. 09/12/17
Exhibit F. Milestone Schedule
1. Background Analysis Estimated Completion
Task 1.1 Project Initiation Meeting October 2017
Task 1.2 Data Collection and Base Maps October 2017
Task 1.3 PDA Profile November 2017
Task 1.4: Affordable Housing and Anti-Displacement Strategy December 2017
2. Visioning and Alternatives
Task 2.1 Desired Outcomes January 2018
Task 2.2: Scenario Development and Analysis April 2018
Task 2.3: Feasibility Testing June 2018
Task 2.4: Illustrative Graphics February 2019
Task 3.1 Precise Draft Plan Framework July 2018
Task 3.2: Preliminary Draft Precise Plan Development October 2018 Task 3.3 Public Review Draft TOD Plan February 2019
Task 3.4 Final Draft April 2019
4. CEQA Analysis
Task 4.1 CEQA Review June 2019
Task 4.2 EIR Transportation and Traffic Analysis January 2019
5. Meetings and Community Engagement
Task 5.1: Community Involvement Strategy October 2017
Task 5.2 Technical Advisory Committee (TAC) Ongoing
Task 5.3 Community Advisory Committee (CAC) Ongoing
Task 5.4 Planning Commission Ongoing
Task 5.5 City Council Ongoing
Task 5.6 Community Workshops Ongoing
Task 5.7 Stakeholder Meetings or Focus Groups Ongoing
Task 5.8 Developer Focus Groups Ongoing
Task 5.9 Regular Meetings/Conference Calls with Staff Ongoing