EBIX Insurance No. S200003902
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA,
MIG, INC.
PREAMBLE
This Agreement is entered into as of the City's execution date (Effective Date) between the City of Santa Clara, California. This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and MIG, Inc., a California corporation (Contractor). Ciry 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 the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, 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 under which such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor sha(I consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A —Scope of Services
Exhibit B —Schedule of Fees
Exhibit C —Insurance Requirements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions Agreement with MfG, Inc. Page 1 of 23
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of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control,
2. 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 and terminate on December 31, 2023.
3. SCOPE OF SERVICES & PERFC3RMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall befit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. (f Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR -STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the 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 shalt perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.
6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City's Conflict of Interest Code, Contractor shall cause each person who will be principally responsible for providing the service and deliverables under this Agreement as having to file a Form 700 to do each of the following:
A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement Agreement with MIG, Inc. Page 2 of 23
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and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City's Clerk Office.
7. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shat! pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B and is subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shah be at Contractor's expense.
Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.
8. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not (ess than Thirky (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by Iaw, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
9. ASSIGNMENT AND SUBCONTRACTING
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 without express written permission from 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.
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10. 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.
11. INDEPENDENT CONTRACTOR
Contractor and all persons) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agents) or employees) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.
12. 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.
13. OWNERSHIP OF MATERIAL
All material, which sha!! include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be 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.
14. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the-term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. 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 bear the Agreement with MIG, Inc. Page 4 of 23
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cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
15. HOLD HARMLESS/INDEMNiFtCAT10N
A. As regards claims arising from the performance of professional services covered by the Professional Liability or Errors and Omissions Insurance policy, 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 reimbursement of all costs and reasonable attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort. or equity, to the extent determined by final judgment or settlement to arise from a negligent act, error, omission or willful misconduct in the Services performed by Contractor pursuant to this Agreement. The indemnification obligation in this paragraph shall not extend to third parties performing services for the Project.
B. As regards all other claims, Contractor agrees to protect, defend, 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 attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with Contractor's operations in the course of providing the Services pursuant to this Agreement —including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
C. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees set forth in Paragraph B above, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.
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D. 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 indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.
16. 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 as set forth in Exhibit C.
17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waivers) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Community Development Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Contractor addressed as follows:
MIG, Inc.
537 S. Raymond Avenue
Pasadena, CA 91105
and by e-mail at
(stetson ,migcom.com
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
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19. COMPLfANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Addifiionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca,~ov/home/showdocument?id-55299 ).
20. CONFLICTS 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, director 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.
21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
22. NO 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.
23. GOVERNING LAW 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.
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24. 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.
25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
26. COUNTERPARTS
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.
The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated: 4
Digitally signed by Alexander
Alexander Abbe AbbeDate: 2022.02.17 13:38:39 -08'00'
Office of the City Attorney D ANNA J. SANT A
City of Santa Clara C' y Manager
1500 Warburkon Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
"CITY"
MIG, INC.
a California corporation
Dated: l ~ `
By (Signature):
Name: co 0
Title: President/CEO
Principal Place of
Business Address: 800 Hearst Avenue, Berkeley, CA 94710 Email Address: danieli namigcom.com
Telephone: 510-845-7549
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Fax: 510-845-8750
"CONTRACTOR"
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EXHIBIT A
SCOPE OF SERVICES
1. INTRODUCTION
1.1. Consultant shall provide all necessary services to update the City's adopted housing element in a manner consistent with current State law, ensuring submittal of a final adopted element to HCD by January 2023.
2. TASK 1: PROJECT INITIATION, MANAGEMENT, AND COORDINATION
2.1. Task 1.1: Project Initiation and Project Schedule Development
2.1.1. At the outset of the project, Consultant shall meet with City staff to kick off the project, gather data and information, finalize protocols and communications, discuss the public engagement activities, and outline overall expectations and desired outcomes. This will include refining the work program, preparing a detailed revised project schedule, and reviewing the management structure that will ensure the program is completed on time and within budget. The detailed timeline schedule will include milestones leading toward adoption of the Housing Element before the January 2023 deadline.
2.1.2. As part of the kick-off meeting, Consultant will tour the City with City staff. City will determine if the meeting will be conducted online or in person.
2.2. Task 1.2: Project Management, Project Team Meetings, and Phone Calls
2.2.1. The purpose of this subtask is to ensure project management meets the City's expectations and keeps the program moving forward, including contract administration, invoicing, scheduling, and the timely delivery of products. Consultant shall have a biweekly phone call with the City's project manager to monitor and review project progress and results, including discussing options for policy implementation and preferred direction and to review draft work products.
2.3. Deliverables
2.3.1. Kickoff Meeting Agenda
2.3.2. Refined Work Program and Schedule
2.3.3. Project Management Call Agenda and Summaries
3. TASK 2: COMMUNITY OUTREACH AND ENGAGEMENT
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3.1. Develop a program that effectively reaches, educates, and engages the community throughout the Housing Element update. The program must include strategies to ensure broad inclusion, particularly of hard to reach groups and special needs populations, with special attention given to communicating information so it is accessible and easy to understand.
Outreach is expected to begin early in the process and continue throughout for feedback on important topics such as draft ideas, site options, the draft Housing Element, and environmental review. Consultant must lead the engagement, create the presentation materials, as well as compile and summarize the input from the community. At a minimum, outreach must consist of:
3.1.1. Initial presentation to City Council and presence at all City Council study sessions or meetings (three total study sessions/meetings anticipated)
3.1.2. Two potential Planning Commission study sessions
3.1.3. One community meeting
3.1.4. Two stakeholder focus group meetings
3.1.5. Preparation of materials that the City will post on its website on a page dedicated to the Housing Element
3.1.6. One online survey
3.2. The City is expecting to maximize the use of existing outreach opportunities, including multi jurisdiction efforts supported by either ABAG or the Santa Clara County Planning Collaborative.
3.3. Assume the Collaborative will provide ajurisdiction-specific newsletter and general housing element documents (e.g. what is a housing element).
4. TASK 3: ADMINISTRATIVE DRAFT AND DRAFT HOUSING ELEMENT
4.1. Task 3.1: Housing Element Assessment Memorandum
4.1.1. Consultant shall prepare a Housing Element Assessment memorandum that will outline key specific changes to be incorporated into the 6th Cycle Housing Element update. The memorandum shall include the following:
4.1.1.1. A discussion of the effectiveness of the housing program and policies
4.1.1.2. A comparison of projected results from the adopted Housing Element to actual accomplishments
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4.1.1.3. A summary of how these results are important to the Housing Element update
4.1.1.4. A preliminary assessment on the number of housing units at different income levels that may need to be accommodated
4.1.1.5. An evaluation of existing Housing Element in comparison to current State housing law, which includes an assessment of the effectiveness and appropriateness of the current
Housing Element policies and programs and identification of any barriers to implementation
4.1.1.6. Fair housing conditions in the City to understand how current policies do or do not perpetuate conditions
unfavorable to disadvantaged communities and other
populations that are the focus of fair housing laws. This preliminary analysis will be based on information provided to MIG by the Santa Clara County Planning Collaborative.
This memorandum will be the basis for the Housing Element performance chapter required by State law.
4.2. Task 3.2: Housing Element Outline
4.2.1. Consultant shall prepare a detailed outline of the proposed Housing Element. The outline will be the framework to guide preparation of the various components of the Housing Element. Consultant shall focus the body of the Housing Element on housing strategies and programs, with appendices containing the extensive background data and analysis required by State law.
4.3. Task 3.3: Administrative Draft Housing Element
Consultant shall prepare the following sections per the State law, with the ultimate organization to comport with the outline developed in task 3.2.
Consultant shall prepare a complete administrative draft for City staff review.
City staff will compile all of its comments into one document indicating revisions using Word's track-changes tool.
4.3.1. Needs Analysis. Consultant shall complete a housing assessment and needs analysis to comply with Government Code Section 65583(a) and other applicable State statutes. Consultant shall update the Housing Needs Assessment with population and housing data based on the latest U.S. Census and three- and five-year estimates from the American Community Survey, and other up-to-date City data available related to existing housing units and recent development projects. The Needs Analysis will include, but not be limited to, the following:
Agreement with MIG./Exhibit A Page 12 of 23
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4.3.1.1. Population, demographic, and employment trends with the accompanying analysis of the existing and projected share of regional housing needs for al! income levels
4.3.1.2. Housing cost, affordability, housing characteristics, housing stock, and market conditions (including overcrowding and overpayment)
4,3.1.3. Housing stock characteristics, including at-risk units and vacant and underutilized land
4.3.1.4. Potential for increased residential development under existing zoning requirements and General Plan policies
4.3.1.5. Housing needs for special population groups such as large families, seniors, homeless, etc.
4.3.1.6. Number of existing assisted housing units at risk of conversion to market rate housing over the next 10 years
4.3.2. Housing Resources and Opportunities. Consultant shall focus on site suitability for housing to address the RHNA. As the supply of vacant land in the City is limited, future development will involve the redevelopment or reuse of properties zoned for multiple-family use, infill development on vacant parcels, and an emphasis on accessory dwelling units.
4.3.2.1. City staff has initiated work on the sites inventory and determined that the RHNA can be achieved within the
context of existing land use policy and zoning, particularly with the increased densities to be allowed by pending
specific plans. Consultant shall examine if rezoning and/or land use policy changes are required to satisfy the RHNA.
4.3.2.2. Consultant shall reflect all updated State laws, such as AB 1397, which makes numerous changes to how a jurisdiction establishes its housing element sites inventory. Consultant shall provide guidelines for the identification of sites and shall prepare the Sites Inventory GIS map and parcel-
specific listing (table) of individual sites. Consultant shall then provide the required justifications that these sites can facilitate the development of housing given existing site, market, and development conditions. As needed,
Consultant shall coordinate with City staff to contact
property owners and real estate representatives regarding their intentions for particular properties.
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4.3.3. Housing Constraints. Consultant shall identify potential and actual governmental and nongovernmental (e.g. physical or financial) constraints to housing production, including land use controls such as code requirements, permitting fees, and permitting processes; physical/environmental constraints; infrastructure; financial; and market constraints. Consultant shall reflect new laws concerning changes to the housing constraints analysis, such as AB 879.
Consultant shall reflect all updated State laws, such as AB 1397, which makes numerous changes to how a jurisdiction establishes its housing element sites inventory.
4.3.4. Housing Goals, Policies, and Quantified Objectives.
4.3.4.1. Consultant shall prepare a Housing Plan (eight—year implementation plan) with goals, policies, and programs relative to the maintenance, preservation, improvement, and development of housing to cover this new planning
period. Consultant shall also prepare a Review of Past
Performance analysis that builds on the analysis of the previous Housing Element's policy programs.
4.3,4.2. Contractor shall establish quantified objectives to address housing needs for all income groups, including extremely low-income households. Consultant shall prepare a
Housing Element that responds to State law requirements that ensure housing opportunities are available to all
persons in the City; preserve and improve the existing stock of affordable housing; facilitate development of adequate housing to meet the needs of low- and moderate-income
households, meeting regional share of goals; and mitigate any governmental constraints to housing production,
improvement, and/or maintenance.
4.3.5. Affirmatively Furthering Fair Housing (AFFH).
4.3.5.1. Based on detailed information provided by the Santa Clara County Housing Collaborative (Collaborative), consultant shall prepare a summary of fair housing issues in the
community, assess the City's fair housing enforcement and outreach capacity, report segregation patterns and
disparities in access to housing opportunities, report factors contributing to undesired conditions, and identify fair housing goals and actions. Consultant shall rely upon maps provided by the Collaborative to identify demographic
conditions (e.g., locations of minority populations and special needs households) and compare that to the sites Agreement with MIG./Exhibit A Page 14 of 23
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inventory to determine whether housing policies will relieve or perpetuate past discriminatory practices.
4.3.5.2. The City has indicated that HCD has approved the AFFH approach undertaken by the Collaborative as consistent
with HCD and State law requirements. Consultant shall use the analysis to inform/refine the sites inventory and the appropriate goals and policies to include in the Housing Plan.
4.4. Task 3.4: Draft Housing Element
4.4.1. Consultant shall prepare and submit an administrative draft Housing Element for City staff review. City staff will provide a comprehensive set of desired changes. Once edits are complete, Consultant shall prepare a draft Housing Element to be made available to the public and present to both the Planning Commission and City Council at public hearings. Based on the Commission and Council's input, Consultant shall prepare a HCD review draft and submit to HCD for the mandated review..
4.4.2. Consultant shall prepare anotice/flyer announcing the release of the Draft Housing Element for public review and produce and an electronic copy of the Draft Housing Element. The City is responsible for making the Draft Housing Element available to the public on the City's website.
4.5. Task 3.5: HCD Review and Coordination
4.5.1. Consultant shall keep in contact with HCD staff to facilitate review and anticipate/respond to any specific concerns or questions. Consultant shall provide HCD with any requested supplemental data or information on proposed programs, policies, and strategies to meet the RHNA and otherwise comply with State law. Consultant has allocated 122 hours for this subtask which includes submittal of the Housing Element to HCD, conference calls with HCD staff and City staff to discuss comments, preparation of written responses to HCD comments, and revisions to the Housing Element to reflect HCD comments. This allowance provides for at least two rounds of review.
If additional hours are required beyond this allowance, Consultant shall be compensated on a time and materials basis as set forth in Section of Exhibit B. Consultant must receive prior authorization from the City.
4.5.2. Deliverables
4.5.2.1. Housing Element Assessment Memorandum
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4.5.2.2. Housing Element Outline —Draft and Final
4.5.2.3. Administrative Draft Housing Element
4.5.2.4. Draft Housing Element
4.5.2.5. HCD Review Draft Housing Element
5. TASK 4: CEQA (CITY TASK)
6. TASK 5: PUBLIC HEARINGS AND FINAL HOUSING ELEMENT
6.1. Task 5.1: Planning Commission Hearing (One public hearing)
6.1.1. Consultant shall present to the Planning Commission to recommend Housing Element adoption once comments from HCD have been received and addressed.
6.1,2. Consultant shall prepare a PowerPoint presentation for the hearing and present it to the Planning Commission. City staff will prepare all required staff reports and provide hearing notice.
6.2. Task 5.2: City Council Public Hearing (One public hearing)
6.2.1. Following the conclusion of the Planning Commission hearing, Consultant shall present to the City Council to adopt the Housing Element.
6.2.2. Consultant shall prepare a PowerPoint presentation for the hearing and present it to the Council. City staff will prepare all required staff reports and provide hearing notice.
6.3. Task 5.3: Final Housing Element
6.3.1, Following Council adoption of the Housing Element, Consultant make any directed revisions. Consultant shall prepare a memorandum to be transmitted to HCD documenting the hearing process and any final changes made per the. City Council and in particular, in response to HCD's comments on the draft element.
6.3.2. Consultant shall prepare the memo and final Housing Element for City staff to submit to HCD for the 60-day certification period.
6.3.3. If HCD, during its review, requests further revisions, this work and any associated hearing tasks will be billed as additional services.
6.4. Deliverables
6.4.1. Planning Commission Presentation (PowerPoint)
Agreement with MIG./Exhibit A Page 16 of 23
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6.4.2. City Council Presentation (PowerPoint)
6.4.3, Final Housing Element
6.4.4. HCD Transmittal Memorandum
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EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The maximum compensation the City will pay the Consultant for all professional fees, costs and expenses provided under this Agreement shall not exceed one hundred ninety-nine thousand nine hundred sixty-eight dollars ($199,968) during the term of the Agreement, subject to the annual appropriation of funds.
Any additional professional fees, costs and expenses requested by the City that would exceed the preceding maximum amount will be addressed in an Amendment to the Agreement.
2. FEES
Consultant shall complete the tasks for the amount set forth in the table below.
Cost Element Amount
Task 1: Pro'ect Management $26,380
Task 2: Community Engagement $60,290
Task 3: Draft Housing Element $74,555
Task 4: CEQA City Task Not a licable
Task 5: Public Hearings and Final Housing Element $10,160 Total (Tasks 1-5 $171,385
Direct Costs Allowance: Travel Printin ,and Mailin $2,500 Contingency $26,083
Grand Total $199,968
3. PAYMENT SCHEDULE
The Consultant will bill on a monthly basis for all work performed within that time period, Travel, Printing, and Mailing shall be billed as expenses are incurred.
4. RATES FOR ADDITIONAL SERVICES
For the personnel specifically assigned to the project, the following hourly rates will only be utilized to the extent the City requests Consultant to perform services outside the defined scope of services, including additional public hearings and effort to address HCD comments.
Classification Hourl Rate
Princi al $225 er hour
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Project Mana er $185 er hour
Senior Associate/De uty Project Manager $145 er hour
Engagement Specialist $125 er hour
Associate $110 per hour
Administrative Support $95 er hour
The above hourly rates shall be fixed for the term of the agreement.
5. INVOICING
City will pay Consultant within thirty (30) days of City's receipt of an approved invoice.
Agreement with MIG, Inc./Exhibit B Page 19 of 23
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EXHIBfT C
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 during the period of performance of the Agreement and fortwenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:
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 d1. 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 umbrella 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.
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Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,Q00) each accident using, or providing coverage at Agreement with MIG, IncJExhibit C Page 20 of 23
Rev. 07-01-18
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
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 Acts) 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. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
E. COMPLIANCE WITH REQUIREMENTS
Ail of the following clauses and/or endorsements, or similar provisions, must be part of each commercial genera( 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 10 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 Agreement with MIG, Inc.lExhibit C Page 21 of 23
Rev. 07-01-18
from, any other insurance which the indemnities may possess, including any self-insurance orself-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 insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at feast ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification 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 modification 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 E of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
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 cast of additional insurance coverage required Agreement with MIG, Inc./Exhibit C Page 22 of 23
Rev. 07-01-18
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.
G. 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. 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, H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance 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 of this 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 provided by email to: [email protected].
Or by mai! to:
EBIX Inc.
City of Santa Clara —Community Development Department
P.O. Box 100085 — S2
Dulufih, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
QUALIFYING INSURERS
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 MIG, Inc./Exhibit C Page 23 of 23
Rev. 07-01-18
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
22-1693 Agenda Date: 1/25/2022
REPORT TO CITY COUNCIL
SUBJECT
Action on the Award of Agreement to MIG, INC for Consultant Services to Update the City’s Adopted Housing Element and Related Budget Amendment
COUNCIL PILLAR
Promote and Enhance Economic, Housing and Transportation Development
BACKGROUND
The City is in the process of completing the Housing Element Update, including all necessary environmental review, as required under State law in a manner consistent with the Regional Housing Needs Allocation 6 (RHNA 6) for the planning period, 2023-2030 as set forth by the State Department of Housing and Community Development (HCD) and further administered by the Association of Bay Area Governments/Metropolitan Transportation Commission (ABAG/MTC). ABAG/MTC encourages local jurisdictions to utilize the services of consultants from a consultant bench established by ABAG/MTC. As such, the City invited consultants seated on the ABAG/MTC Regional Planning Consulting Bench to submit proposals to assist the City in completing the Housing Element Update.
The ABAG/MTC consulting bench selection process is consistent with the City's procurement rules.
DISCUSSION
The Metropolitan Transportation Commission conducted a formal Request for Qualifications (RFQ) process to prequalify firms for the regional planning bench. Pursuant to City Code Section 2.105.290 (b)(3), which states that the City may “direct purchases from vendors on terms obtained pursuant to formal bidding processes,” the City utilized the bench to issue a mini-RFP for consultant services related to the Housing Element Update along with the creation of an Environmental Justice General Plan Element. A total of sixteen firms were contacted as a part of the mini-RFP process, which resulted in no responsive proposals. City staff then narrowed the proposal to only include the Housing Element Update work, and contacted the firm Moore, Iacofano and Goltsmann (MIG) Inc. directly from the bench.
Having completed a procurement process consistent with the City’s procurement requirements, staff is recommending award of an agreement to MIG, Inc. to act as the City’s consultant to assist with preparation of the Housing Element Update. After reviewing the qualifications of several consultants on the ABAG/MTC bench and discussing with them their availability to take on the scope of work needed for the City of Santa Clara, staff identified MIG as the preferred consultant. MIG was selected for their experience preparing Housing Elements for other communities and because of their familiarity with the City of Santa Clara growth plans, having also been the City’s consultants supporting the Freedom Circle Focus Area Plan and Patrick Henry Drive Specific Plan. For efficiency City staff will undertake several portions of the Housing Element Update, but will utilize the consultant services where they provide particular expertise and staffing capacity as needed to complete the City of Santa Clara Printed on 1/28/2022Page 1 of 3
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22-1693 Agenda Date: 1/25/2022
Update process. The Housing Element Update scope of work for MIG includes community engagement, drafting of the housing element document, preparation of an environmental clearance, and participation in public hearings. The Agreement for Services, including the detailed scope of work, is attached to this report.
ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(a) as it has no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.
FISCAL IMPACT
To fund the Housing Element update work, the City has received a Local Early Action Planning (LEAP) reimbursable grant from the State of California Department of Housing and Community Development. The maximum total amount granted and reimbursable to may not exceed $499,150, and all grant funds must be expended on or before December 31, 2023. Of this grant funding, $199,968 will be used to fund a consultant and the remaining $299,182 will be used to fund City staff expenses.
The recommended budget action below recognizes the grant funding from the State of California Department of Housing and Community Development and establishes an appropriation in the Engineering Operating Grant Trust Fund for the Housing Element update.
Budget Amendment
FY 2021/22
Current Increase/
(Decrease)
Revised
Engineering Operating Grant
Trust Fund
Revenue
Grant Funding $0 $499,150 $499,150
Expenditure
Housing Element Update $0 $499,150 $499,150
COORDINATION
This report has been coordinated with the Finance Department and the City Attorney’s Office.
PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]>.
RECOMMENDATION
City of Santa Clara Printed on 1/28/2022Page 2 of 3
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22-1693 Agenda Date: 1/25/2022
1. Accept and approve the $499,150 in grant funding from the State of California Department of Housing and Community Development;
2. Authorize the City Manager to execute an agreement with MIG, INC to provide Housing Element update Consultant Services for a term ending on December 31, 2023, for a maximum compensation not to exceed $199,968; and
3. Consistent with City Charter Section 1305, “At any meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative votes of at least five members so as to authorize the transfer of unused balances appropriated for one purpose to another purpose, or to appropriate available revenue not included in the budget,” approve the related FY 2021/22 budget amendment in the Engineering Operating Grant Trust Fund to recognize grant revenue in the amount of $499,150 and establish an appropriation in the amount of $499,150 for preparation of the City’s Housing Element Update (five affirmative Council votes required to appropriate additional revenue).
Reviewed by: Andrew Crabtree, Director of Community Development Approved by: Deanna J. Santana, City Manager
ATTACHMENTS
1. Agreement with MIG, INC
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