South Pasadena City Council
April 20, 2022

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10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant's previously earned California Public Employees Retirement System ("CalPERS") retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation, and other applicable federal and state taxes.

10.4. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. INDEMNIFICATION

11.1 Definitions. For purposes of this Section 11, "Consultant" shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. "City" shall include City, its officers, agents, employees and volunteers.

11.2 Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant's alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City. Consultant shall not be required to Professional Services Agreement - Consultant Services
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indemnify City for loss or damage to the extent caused by the negligence or willful_ misconduct of prior consultant, Rangwala Associates.

11.4 Attorneys Fees. Such costs and expenses shall include reasonable attorneys' fees for counsel of City's choice, expert fees and all other costs and fees of litigation.

Consultant shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.5 Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6 Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers' compensation act or similar act.

Consultant expressly waives its statutory immunity under such statutes or laws as to City.

11. 7 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set fo1ih here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant's behalf.

I 1.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

12.2. Documentation oflnsurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. Consultant shall file with City:
• Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A: VII showing. The Certificate of Insurance must include the following reference: General Plan and Downtown Specific Plan Revisions and Public Review and Hearings
• Documentation of Best's rating acceptable to the City.

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• Original endorsements effecting coverage for all policies required by this Agreement.
• City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, $4,000,000 aggregate
• General Liability:
• General Aggregate: $4,000,000
• Products Comp/Op Aggregate $4,000,000
• Personal & Advertising Injury $2,000,000
• Each Occurrence $2,000,000
• Fire Damage ( any one fire) $ 100,000
• Medical Expense ( any 1 person) $ 10,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $1,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured

12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5. Worker's Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Professional Services Agreement- Consultant Services
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Compensation Fund, such agency shall be a company authorized to do business in the State of California.

12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks.

12. 7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or se]f .. insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.

Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.8. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work.

12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker's Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant's insurance policies shall be primary as respects any claims related to or as the result of the Consultant's work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be noncontributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant's insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

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12.11. Notices. Contractor shall provide immediate written notice if (I) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days' notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Planning and Building Department, South Pasadena, CA 95945.

12.12. Consultant's Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it.

12.13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultanfs insurer, any and all insw-ance claims submitted to Consultant's insurer in connection with the services under this Agreement.

12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant's insurance policies. The amount of deductibles for insurance coverage required herein are subject to City's approval.

12.16. Duty to Defend and Indemnify. Consultant's duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

13. MUTUAL COOPERATION
13 .1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant's services under this Agreement.

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13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant's performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

14.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City, s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below ( or to such other addresses as the parties may, from time to time, designate in writing).

Ifto City
Margaret Lin
City of South Pasadena
Planning and Building Department
1414 Mission Street
South Pasadena, CA 9103 0
Telephone: (626) 403-7240
Facsimile: (626) 403-7241
With courtesy copy to:

Teresa L. Highsmith, Esq.

South Pasadena City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd. Ste. 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Facsimile: (213) 542-5710

15. SURVIVING COVENANTS
Ifto Consultant
Woodie Tescher
700 South Flower Street, Suite 600
Los Angeles, CA 90017
Telephone: (213) 623-1443
The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph

10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph

12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION
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16.1. City Termination. City may terminate this Agreement for any reason on five calendar days' written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days' notice.

16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant's breach of this Agreement.

17. INTERPRETATION OF AGREEMENT
17 .1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.
17 .2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by City and Consultant. 17 .3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such Professional Services Agreement - Consultant Services
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term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, ·shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 17 .6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

18. GENERAL PROVISIONS

18.1. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement.

18.2. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City's Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

I 8.3. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

18.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

18.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

18.6. Time of the Essence. Time is of the essence for each and every provision of this Agreement.

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18.7. Non ... Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age ( 40 and above), medical condition ( cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

18.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

18.9. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

18.10. Work Product Transfer. The City absolves Consultant of any errors or deficiencies associated with work products transferred from Rangwala Associates for inclusion in the General Plan Update and Downtown Specific Plan.

18.11. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

18.12. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs expended in the action. 18 .13. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

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TO .. EFFECTUATE TffiS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below.

Printed: Stephanie De Wolfe
Title: South Pasadena City Manager
Date: LI / I 7 l t Cf
Attest:

Approved as to form:
"Consultant"
Plac~orks '"
By: -~\---4-56
Signature
Printed: Woodie Tescher
Title: Principal, Place Works
Date: S. (, 2Ct'1
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April 9., 2019
City of South Pasadena
Attn: Oavid Ber,man, Interim Director
Planni~ and Building Department
1414 Mission Street
South Pasadena, CA 91030
Exhibit A
Scope of Services
~ PLACEWORKS
Subject: .Proposal for General Plan and Downtown Specific Plan Revisions and Public Review and Hearings
Oear Mr. Bercman:

PlaceWorb is pleased to submit this proposal to the City of South Pasadena to prepare revisions to the draft tJpdated General Plan and Downtown Specific Plan, conduct public workshops and focus 1;roup meeting~, and participate in Planning Commission and City Coundl public heacrings.

This submittal presents our Proposed Scope of Services, Estimated Budget., and resumes of staff to bE involved in the work program. It is assumed that the wock wiU be completed in a si>c (6} month time period and a detailed project schedule wiU be prepared on notification to proceed. The budget estimate is presented in considerable detail, listing costs by task and work product. We are flexible and will modify the scope and budget as necMsary in consideration of the City's a\'ailable resources.

It is understood that the City will transmit to ?laceWorJ-.s digital flies and maps used in developing the prelimin~rv draft General and Specific Pfan as sour-ces for the pre pa ration of final public hearing documents. It is also understood that City staff will participate in meetings and hearings responding to questions reg.rding previously prepared content of the draft plans for which PlaceWorks was not rts:ponsible. Finanv, it is understood that Psomas will be r•sponsible for completion of the draft and final Environmental lmpa-ct Reports.

We respect the constderable energy, time, and creativity that have been invested in developing the draft ptan documents and will work closely with City staff and the community to take the next step in transforming these into vital and persuas.ive tools to achieve South Pasadena"$ visions for the future.
?laceWorJ:s is a California S•Corporation and Woodie Tescher is authorized to represent the nrm.

He can be contacted at [email protected] and at 213.623.1443.

Sinci!rely,

PLACEWORKS
'\
)i l.,.__~ {'.
<"\,}.cc,,\,-"-1-•~i.;;..._ ..... Woodie: Tesche-r
Principal. Planning+ Urban Design
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CITY OF SOUTH PASADENA GENERAL PlAN AND DOWNTOWN SPECIFIC PIAN

COMPLETION, PUBLIC ENGAGEMENT, AND ADOPTION
Proposed Scope of Services
ihE: followin& describes the !'.cop,;, of s!:rvic!:s to be complet!:d by PlaceVlorks to as~ist the Cit)• of South ?a~dena in completinr; and adoptin1; the Gener..l ?Ian, Downtown SpE:cific Plan and :nvironmental Impact Repon: (EIR). This will build upon the planning process and dr.ift document!'. completed b•t a t-eam of consultants in 2017. It is und£:rstood that PlaceWorl'..s' responsibilities will include preparing revi:.lons to th-e pl.n documents in re1pome to qU!!',tions and dlrfection from Cit)• !'.taff, publi~hing ;:he re,;ised draft plans, conduc:ing a program of public outreach and eng.gement to review ind elicit support for the draft plans, prepar€: and pre~ent the dr;ift plam. for Planning Commission and City Council consideration and action, and publish the final plans incorporatin~ any revi!:ion:
;;pprov,ed b}' the City Council.

It ls understood thilt digital ttXt, map, and other document files used in preparin~ the current dri!ft plan documents will be provided to PlaceWooo by the City for finalizing these and preparing display and public prt:sentations. When! questions may be r-ised during public meetin~s and public hearings reg.irdinr; specr.ic content not developed by PlaceWom, we understand that City st;ff will contribut;; .ppropri.tf: responses. Psomas will fulfill the remainder of i:s contract with thf: City ind be respon:;ible for completing the EIR woric products.

This work scope pruents a comprehensive approach to «ddres~ our under~tanding of the City's objr:ctiv;;s and is corre~-ed with the budget presented in the ensuinr; :;ection of this propo~.r.l. We recognize the City's limited resources, are flexible, and will work with the City in modifyinr; thetas~ and work produce a~ nec,;,s:;ary in consider.ition of these.

TASK 1. MANAGING AND ORGANIZING THE WORK PROGRAM

1.1 Project M,m.igement
PlaceWor>:s will prepare;; project management plan providing. detailed schedule of tazl:s and delivHables ;;nd protocols for =ubmitt;al and review of worl: product;, progress report! .ind invoices, and payment:. Tasl:s . ...,;11 be assi&ned weerJy, progress reported monthly, ;;nd the :;chedu!e revie?Weci and updat£:d periodK:ally. Thi: schedule will defin'i: thf: sequence and critical path for performance of worf: tasks, including document submitt;;I deadlines :o the Ci:•/ , Cr.y staff review periods, and the time-frame for revision of draft documer,ts in respome to comments received from staff. It will ;;l:;o est..blish the schedule for :he public en~agement a~ivities and ?I.inning Cornmi:;sion and City Council hearings;;;:; confirmed by City ~.ff.

1.l Coordination Meetinc-s with City St;aH
PlaceWorb will p:.n:i::ipat!: in weel:ly confH!:nce calls wrth City ~taff to re\•iew project tasks, product:, ~che::lule, and re=pon~ibiliti'i:S and coordina;:;, public ou:rf::.ch «cti'lities. These will be zch:duled as .s:anding meetings, which may be canc,;,led at th;, direction of City staff $hould then, be no substanti-,e item$ for di~cu~~ion. We will prepare a meeting agenda in con.:;ultation with City ::taff and :;ummari:.e o•Jtcorne~ ;;nd action item: in a memorandum.

De/i\•ucb/es:

Mer:,ing agendas: Oigi,c! file
Summary oj ocrion iums: Oigiralfile
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TASK 2. REVISING AND FINALIZING THE PUBLIC DRAFT GENERAL PlAN AND DOWNTOWN

SPECIFIC PLAN

2.1 Orientation to the Draft Gene~I Plan and Downtown Specific Plan Plac~Wo~• first n~p will be to deveJop a thorough undemanding of the draft General Plan, Spoecific Plan, and EIR so that thev can b~ accurately presented to the public and decii:lon-makers in i:ubi:equent workshops and meetings. 'We win r~view the plans in detail and identify questions wh~rE- nece.s~art to clarify their content and the factors considered in decisions contributing to the planr dia1rams, goals, and policies. A meeting will be condua~d with C~v staff and Psomas to bli£f our m,ff regarding important issues and input offered bv the public during the p1anning procus, discuss the plans and how they correlate with the public's comments, revieYI preliminary finding~ ofthe draft EIR, and respond to questions identified in our review. This will be the opportunity to mutually summari~e the m~t significant features and ""messages09 ofthe plan that will be important in developing public support.

Deliverab~s:
+ Mtmorandum: Questions regarding GP and SP contenr ond EIRfinding$: Digital file ~ Memorandum: Summary of meerlng input: Digiralfile
2;2 Identify Topics for General Plan and Sp•cifi<: Plan Revisions PJaceWooo wiU meet with Cit\• ~aff to confirm and re<:eive direction for topics requiring further modification to finali:e the public drift documents. At the outset, our conv~rsation wi'::h ~taff indica:ed three possible topics needing to be: address~d: community benefits1 future use of a iChool site, and implications of SB 1818 on density and urban form. Based on our "peer" review .nd with further consideration bv City !itaff, we will di~,u~s with !.tiff the appropriateness of addressing anv othu topic: meritin,g revi!'iions that ma\• not be adequately covered by the current draft:.. At a minimum, we anticipilte that this would m:~ty center on legislation E:nacted since the plans' development regarding climate change, housing, and environmental justice. B;sed on our conversations with staff, we will compile a list of specific cont~n: of the plans to b! refined or newly addres!'iEd and receive dir~ction regardin1 their content. Our proposed proji:ct budget i!'i based on assomptions reiardingthe scope and d'=tail of th~se revision~ and wilt be reviewed for its odequac-1. In the e:vent of shortfalls, we will review options for reducing the scope of the revision~.

Deliverables:
'!" Lisr of items to be revised ond discus~on of the approach in addressing rhese: digirol file ... Anolysls of budg£t for rev}sicns
2,3 Pr~pare Final Public Drafts General Plan and Downtown Specific Plan For each topic identified in th~ preceding task, Pf.ceWor>:s will prepar-e and document re\tised ~oals, policie:~. action:, implementation programs, and diagrams as appropriat1:. Text revisions will be indicated in uack changes, with :;trikeouts ;nd underlines, and mapped changes graphically annotated. These will be ~ubmr:ted to City staff and a meeting conducted to review and recei~e feedbilck. Should additional changes be required1 a revised ver:ion will be prepared and submitted 'for the City's confirmation. We will a~o pro•,ide- a list of technY.al change~ t~ correa mi:-spellings, gr.mmar, sec:ion and sub-section numbering, and pagination. Final pr0po:ed revisions to the plans will be forwarded to Psomas for their as!:es::ment of implications and a: input for finali:ing the Draft ElR.

Once approved by City staff, PfaceWorJ:s will incorporate modified t~xt and map:: into fin.I public drafts of the General Plan and Downtown Specific Plan for public review and Planning Commis~ion and Cit\' Coundl hearin:;s. We direaly integrati: these into digital source: files of tt'te current driift.s provid~d by th: City. As the reproducibl!:
ver;ions of the plans were prepar~d using In Design, the integration of expanded te).t may n~c~s!.itate soma reformatting due to p-o:sible overflow on multiple p3ges of the documents. PlaceWort.:; will submit upd;ted digital CITY Of SOUTH PASADENA GENERAL PLAN ANO OOWNTOWU SPECIFIC PLAN Professional Services Agreement - Consultant Services
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files of the plans to the City for reproduction; distribution to the ?tanning Commis~ion, City Council, and relevant agenci~; and posting on the City-'s. web page.

Deliverables:
~ Administrative draft revi~Ed narrative texr, goc;l~1 policies, acrions, and implemenrcrion programs for each topic: Digital file
~ .Cle vised and fino/ draft of plan revisions for each ropic: Digital file • Final p:.,blic draft General Pion and Downtown Specif,c Pion: Digitoljife TASK 3. ENGAGING AND DEVELOPING PUBLIC SUPPORT FOR THE UPDATED GENERAL PIAN AND DOWNTOWN SPECIFIC PlAN
3,1 Develop the Public Eng~gement Str.1'tegy and Process It is understood that it is the centre) objectiYe ohhe work program to restore the momentum that hu been lo~ due to delay:; in completing the planning process by encaginc and reminding the community of their prior involvement, educating them o'f the content of the draft plans and asking the question regarding whether these refle-ct tht!ir input to date, and d~veloping support leading to the formal public hearing and adoption process. Place Works wi11 meet with City staff to devi:lop a comprehensive public enpgement program to address these objectives.

As dtScussed with star:, this program will involve two citywide workshops .and four focused/intere:.t croup meetinis, As an option of the work program, we would propose that the City's web page be used more robustly as an inter;.ctive tool to create interf:st and excitement about the draft p1ans, educate the communit\1 re-garding their content, and u a conduit for ft:edback and reaaion in addition to it$ role for the- posting of notic~s and the drat:
plan documents. Other options th'it mily be considered include the u~e of social media, appt, and speaker forum~.

In meeting with City staff, we will confirm th!: objectives, method~, media, re:.ponsibilities, and schtdule for the public enga~=ment proce!;S.

Deliverables:

Mee:ing agenda: Digiral file
~ Description of public ourre-ach and engagement program, schedul~, and re.sponsibilities: Digital file

3.2 Citywide Public Workshops
PlaceWorks will SE:nt'= a.:; the lead in designing and facilitating two citywide public workshops and preparin1 notice:.;, flyers, fact ~heets:, and other ov..reach media, presentations, and collateral material~. It is assumed that the City will be respon!ible for arranging and .scheduling venue:, outreach to organl:ations ;nd indi•,iduals, and providing audio,. visual equipment, refreshments, and r'C',istration support. Meeting! "-''ill be conducted with City s:aff to .confirm each workthopf:; objectives, expected outcome::, methodologie~, and logi:;tic. In developing the outreach program, we will with City staff review th: method! u::ed and participant list from the earlier st.ges of the planning program to learn what was effective and e~tablish a ba~e network of contaru thit will be u::ed in fostering participation.

It i!i assumed that the work:;hops wouJd be organized as• full audience presentation with questiont and answ~rs addres~ed as a group or in a smoJJ-group :;etting. It is understood that City staff will be respon:ible for responding to .questions- r-:garding :;pecinc content developed during the planning proc.~ss. Questions and commEnts reccivgd in the workshops will be recorded on flip charu, documented in a memorandum, and p~ted on the Citys web page.

An open hou~e format with multiple stations addretzrng •:ey sections of the plan may be considered a! iin option that ·.-.•ould ne:cessi:ate greater revels of s:affing.

Deliverables (odminisrrotiv! draft and final for all i:ems}~ Workshop ourrtoch program .. descriprion and co/laruo/ moteriots (notices, feet shee:s, and orher: Di9i:01 files
CfTY OF SOUTH PASADENA GENERAL PLAN AND DOWNTOWN SPECIFIC PlAN Professional Services Agreement- Consultant Services
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+ Workshop ager.do: Digi:olfiles
+ PowerPoint presentation: Digitolfiles
-;- General Plan and Spicific P/or, Foe: Shee:s (description of purposes end key content}: Digital files + Display boards to be ~nfirmed: Digital files (assume Ciry ref)roducrion) • Aerial map of the City
• Gener:,f Plan and Specifte Plcn overview
• Plan land use diagrams (2)
• Pion il/usrrations {oprion}
• Photos from previous public engogemenr events (option) + Memorandum documenting questions and comments: Digjtal file and posted on Cir:-,,'s web page

3.3 Focus Group Meetings
PJaceWorks will serve as the lead in designing and facilitating up to four meetings with community and interest groups and or,anizations and preparing notice!, flyers, fact sheets, pres~ntations., and collateral material:. It is assumed that the City staff will work with Plac-eWorks in identifying the :ypes and composition of the groups to be involved and be responsible for contacting1 scheduling, and providing .audio-visual equipment (wh~n needed), refreshments, and registration support. For continuity., we suggest that these groups correspond with tho:;e actively involved in earlier stages of the planning proces~ to the extent feasible. It is assumed that these meetings win be orcani?ed as *conversations" in\•olving recapitulation of the major messages heard to date, presentation of and linl:age of plan content with this input, .and opportunities for questions and answers. Qu-estions and comments rec~ived in the workshops will be recorded on flip char-~1 documented in a memorandum., and posted on the City's web page.

Deliverables:

Mtiting agendas: Digital files
+ Materiols used in thl! cirywide ,vorkshops inc/11dmg (as appropriate):
• Po,verPoint presentation (assuming ,his w111 lorgely be the same DS rhe citywide workshops: Digital fifes • General Pion and Specific Plan Fact Sheets (description of purposes and key contenr}: Digi:alfiles • Display boards to be confirmed {aerial map, General Pion and Specqrc Pion land use diagrams}, Plan illustrorions., and/or pho:01 from previous public engagement events + Memorandum dowmenting questions ond comments: Digital file end posted on rne City's web poge

3.4 Response to Public Input and Comments
A meeting will be conducted with City staff to review questions and commi;ots elicited in the citywid-r: public workshops and focu!i group mee:ings and discus~ their implications. We wilt consider wheth!r they rise to the level of significance to warrant funh!r revisions of the plans' narrative, gaols. polices, actions, and implementation proirams. A~ directed by staff, we will prepare appropriate revisions to be incorporated into the plans to be submitted for Planning Commission and City Council consideration. Should additional research and/or analyses be required to ~upport the revisions, the~e would be outside of the scope and budget of this proposal and we will discuss approaches for how these could be addressed with City Staff.

Deli'.lerables:
+ Ger.era/ Pion oncJ Specific Pion revisions to refJect public comments and inpv: {strikeout and underline exisring rexr; odminisrrotive and final drajr.s: Digiral files CITY Of SOUTH PASADENA GENERAL PLAN AND DOWNTOWN SPECIFIC PLAN .!l IP a g i:

Professional Services Agreement- Consultant Services
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TASK 4. PUBLIC HEARINGS AND ADOPTION

4.1 PJanninc Commmion ;and City Coundt Public Hearinp
PlaceWor",:s will participate in two public (2) hearings each with the Planning Commission and City Council to adopt the up-dated General Plan and Specific Plan and certify the EIR. We will work with City staff in developing content for the staff rep,oru and pr~paring PowerPoint presentations. At thr: hearin~s, we will be available for presentations and re~pond to questions and comment:. This task includes preparatory meeting-s, production of presentation materials, and participation in he.rings by up to two Plac~Work~ ~tiiff members. Under separate contractual agr~ement, Psoma:; will be respon!iible for presenting thf: analyse~ and findings of the Environmental Impact Report.

Deliviroble$:
+ Input for staff reports: Digital files
+ Draft ond final PowerPoint presentations for PC end CC: Digital files ~ Pion pres er.tori-on displays, to b~ determined: DigiraJ files

4.2 Adopted Gener~I Plan and Specific Plan
On adoption of the updated G-£neral Plan and Specific ?I.an, PtaceWor',:~ will prepare final documents incorporating any change.! approved by the City Council. Thi$ will include revised digital files for printed production and posting on the- City's WE:b page.

Oelr,1erables;
+ Adopted General Pion and DowMown Specific Plar.s: Digital files TASKS. CONTINGENCV-ADDITONAL RESEARCH AND PLAN PREPARATION Place Works will con:.ult with City staff to determine the need to and, at their dire-ction, witl supplement background information1 goal!> and policies. and other materials deemed incomplete or inadequate by City staff. Additionalty, it mtty be nt:ce?s1ry to reformat or gr~phicall)• modify ba~eline and the current plan documents to refl~ct thesu changes. This tii~k will establish a contingency bud,et for these purpose:..

CITY OF SOUTH PASADENA GENERAi. PlAN ANO DOWHTOWf,J SPECIFIC PIAN S(Page Professional Services Agreement - Consultant Services
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Exhibit B
Fee Schedule
The fo!lowing pre~ents ? liceWorl:~• e:.tim,ted budr;<!t t o a:si~ the City of Sout h Pa~adena for completion of the draft Gener.ii Plan and Oowmown Specific Pl,n, facilia:ion of pub-lie worl:!;hop:; and meetings, and p,rti-:ip, ton in Pl.nning Commis:.ion and City Council public hearinr;s. This e;tim;;te li:.ts coru a:.socated with specific wori< p,od•.Jru and i:; based on a::.sumption: regardni the :.cope of plin re,•i:;iom and public i Cti..,ites de:;cribed in the preceding Scope of S'!rvic~. Should .:he City elect to pursue op:ion= de~crib;;d in t he Scope, we wi!I provide these e:;tim11te:. ~eparately. We recoi:nire the City':; budget limitation~ a nd will won: with st.~ in modifying the:.e etimates as ntt:d td to mett n ailablt resource:;.

Hours
ntsk/\Vorlt Product Princ:ipal PM Planner con
$~ $190 $US

1. MANAGING AND OR<.ANIZ!NG THI: WORK PROGRAM

1.1 Proiec;: Manuement I 1 hr/wk ~ 2~ w\-.sl i.: ~ .560 !.~2 coordin,tion Mtttints with Ci:.-( Sta~ {1 hr/wk~ 2-t Ylks) u 2, S7A40 Mend;:; ,nd m~tin~ wmmarits (.5 hr/w\:fl 24 wl:sl 6 1:? $3.720 5ub-Toial SZS.7W

2. Rf VlSfO AND FlNAl.lZfD GP AND DOWNTOWN SP

2.1 Pf; n Re•liew 6 2.:. $6,000
irans:i'er o! re::ourcc m:atE:rial!; 2 !:? S1.!SM
Quemons ~:e<! on pl;.n reviw.· :? a $~000
Me-ttin: with Citt mff and R, ngv,il;i .: .: S!..7W
Mtttin! mtmo 2 $350
:?.2 'iopic: for G? ;and 5? REvisions
Mtt:in? v.ith Ciw mff 2 2 $361.)
Li;: of topics and mff dir~ctiol\ for con:en: :? .: S!..240

2.3 Prepare Fiml Public Dr.ft of GP -i:id SP
Memo:-<lraft rtvi:on: for t.,h t opi: 6 , .
-- 4 ~€.500
M,mo~opro,~<i rEveonjfor ea(:h :epic 3 !? 2 S:?.680
Fin:-1 public hl;aring er.ft GP and SP ~ 36 SS.260
?o:t 00 Citv web DUE (format! l 4 S690
sub•To:cf !:,~9.~10

3. PU!IUC ENGAGl:ME.NT

3.1 Pvblic En,1:tmtn: Stri!t~,·
Mtt:int witli st.ff (ittdudint; • ~tnd; } .: 4 $1.720
Public outre;ch ind .;nr«temtnt olan :? 16 ~3.520
Wtb p,:t upda:t (ba:ic) ~ 6 $1.150
uoandtd in.er.ctr:~ wtb =it-1: lop:bnl $0

3.2 CityJ.·ide work:hop= (Z}
Pl;innin~ m~e:ini:. wi:h Ci!V staff (21 .: .: $1.7:?0
OWH(:h prc,:ram-no:,:t.:. -/!yen 24 53.000
w orr..:hoo ;und; 2 S3W
?cwHPobt presenr.:ion :? .: 32 $5.240
GP and 5P file-; ~htt~ s S1.000
Atrhl m3p 2 $250
GP ;ind 5? over'litw di~p!l•,· t-0,1rd 6 $750
Und u:e di,:nrru di::p'.1y bolrd 4 S500
Pl.n illcs:ra:ioru di:.olcv board /oo:ion) so
Public enti~emtnt c-~.ot~ di:o{1y boud lootionl so
Ar:tnd/facilia:e 6 E· S3.~40
M1:mo documtc,tin~ put~ic iapu: lzl 6 ~Ll 40

3.3 Focu; Group MHtin,~ (4)
Pla,inint mu:inp wr.h Ci!V ~taff {41 5 II $ 3 . .!40
ou-.rr,(h prc~ram-noticc.;. f}rE::; ~:. $3.000
FOCI.I! mHtil\f iftOCJ (.!} .: .: suw
PowHPoint prese:-1:.tion .: 0 $L7e0
Ar:end/facilict~ 16 !6 ~6.0oO
Memo dornm,;r,tin, public ir,put (2) l:? $!.:!80
3 . .: Rtzoonsc :o Publo:: 1:iou:/commr,n:s
Professiona l Services Agreement- Consultant Services
Approved For Use 11/15/16 Page 22 of23
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HoUrs
Tim/Wark Product Pnncipil PM Plilllner
$240 $190 $12S
- or;;f: -'!an rt·.ision:, lstril:tcxn and undu1ir,tl ~ 12 S2..260 final Pl.m revisions !O $1.250
S1.1b•TOt!;/

4. Pueuc HEARINGS AND ADOPTION

4.1 Pl1nnin, commlasion end c~ Council
MN,~inc:; with Cr.y =ff(.:) 6 6 $2,.~0
1np<Jt fO( mff reports 121 12 52.:?W
or.f: and final Pi'TS (.?) 4 16 S:?..760
Atttncf/o;irticie>.te 12 $2,.MO
.1.~ Adopttd Gtn~ral Plin and Sptcifi: Piln 4 15 SZ.960 Sub-To:OI
s. CONTIHGrnO'-RfSfAACH ANO PREPAAATION
work scopt adcfitions 16 2.! 2-! Sll..:.00
sub-To:af
TOTAL lAIIOR COST $117,030
DI Rf CT COSTS {10% LAWR COST) Sl.1,703
TOTAL ESTIMATED !UDGET $128,733
Professional Services Agreement - Consultant Services

Approved For Use 11/15/16
CO$.t
~7.:!«)
Sl.3."60
Sll.~
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California MUTCD 2014 Edition
(FHWA's MUTCD 2009 Edition, including Revisions I & 2, as amended for use in California) Table 2C-4. Guidelines for Advance Placement of Warning Signs Advance Placement Distance1
Posted Condition A:
or 85th- Speed reduction 1-------,_C_o_n_di_tio_n_B-,:r-D_e_ce_le_ra_tio_nr-t_o_th_e_l_is_te_dT"a_dv_i_so_ry-=--sp:...ee-.--d--=(_m.:..p....:h):...f_or""Tt_he_co_n_d_iti_o_,,n ------1 Percentile and lane
Speed changing in
heavy traffic2
104 204 304 404 504 604 704
-. 29mpti_·t -/,:{?AA;fi:.+X ~.-)~1.otft:. ' --- ,_·_w.Pi( ;-:_:-.. /~ S' -· ·.' f/:+:: \\ ,:f:;-{F{f_:\: ·;?(5~¥ c.: .:;· '-:'"\+./.I/ :.C:~:.:s,i -i--·, 25 mph 325 ft 100 It' N/A5 N/A5
··;$0:rjtpti; r:::<.~Q.ttL:J/: <)ci.Q.~/:: .<:~N•.:::::.: ;_';-~~Jf!_r,..t>/1;/::_~'.:_k_\ _:;_,; <~;~;~gtJ;J;) ::::::. -:'7-:t·;,,/ )~;:.<fLSt! "?t -+.-:\/;1'. 35 mph 565 ft 100 ft'-' N/A5 N/A5 N/A5
45 mph 775 ft 175 ft 125 ft 100 ft5 100 ftll N/A5
55 mph 990 ft 325 ft 275 ft 225 ft 200 ft 125 ft N/A5
65 mph 1,200 ft 475 ft 450 ft 400 ft 350 ft 275 ft 200 ft 100 ft6

1.0:mph_ '1"~.ft .L 55QJi ,;, -~~-ft. : \ 5Q9.f_t : '15_0 n: : ., , ;~Z,S_ft.:- :-. ;'- ,2J~.fL,.,':. .-::.'.·J.~,~ ,,,;: - ..... ·····. . .. 75 mph 1,350 ft 650 ft 625 ft 600 ft 550 ft 475 ft 375 ft 250 ft 100 ft6 1 The distances are adjusted for a sign legibility distance of 180 feet for Condition A. The distances for Condition B have been adjusted for a sign legibility distance of 250 feet, which is appropriate for an alignment warning symbol sign. For Conditions A and B, warning signs with less than 6-inch legend or more than four words. a minimum ol 100 feet should be added to the advance placement distance to provide adequate legibility of the warning sign. 2 Typical conditions are locations where the road user must use extra time to adjust speed and change lanes in heavy traffic because of a complex driving situation. Typical signs are Merge and Righi Lane Ends. The distances are determined by providing the driver a PAT of 14.0 to 14.5 seconds for vehicle maneuvers (2005 AASHTO Policy, Exhibit 3-3, Decision Sight Distance, Avoidance Maneuver E) minus the legibility distance of 180 feet for the appropriate sign.
3 Typical condition is the warning of a potential stop situation. Typical signs are Stop Ahead, Yield Ahead, Signal Ahead, and Intersection Warning signs.

The distances are based on the 2005 AASHTO Policy, Exhibit 3-1. Stopping Sight Distance. providing a PRT ol 2.5 seconds, a deceleration rate of

11.2 feeVsecond2, minus the sign legibility distance of 180 feet. 'Typical conditions are locations where the road user must decrease speed to maneuver through the warned condition. Typical signs are Turn, Curve, Reverse Turn. or Reverse Curve. The distance is determined by providing a 2.5 second PRT, a vehicle deceleration rate ol 10 feeVsecond2, minus the sign legibility distance of 250 feet.
5 No suggested distances are provided for these speeds, as the placement location is dependent on site conditions and other signing. An alignment warning sign may be placed anywhere from the point of curvature up to 100 feet in advance of the curve. However, the alignment warning sign should be installed in advance of the curve and at least 100 feet from any other signs. e The minimum advance placement distance is listed as 100 feet to provide adequate spacing between signs.

Table 2C-5. Horizontal Alignment Sign Selection
Type of Horizontal
Alignment Sign
Difference Between Speed ~ and Advisory Speed
(See Section 2C.06)
Advisory Speed Plaque Recommended Required Required Required Required (W13-1 P) ~lffitlitli\1/ :{:):?Mf bif-?k .-.f~~?J~~R~;~,-i '.{:ti~h~]1t~2~:1! ~ttrn~~A1~i\:f ! <::k~:1ii!~t/?:; Exit Speed (W13-2) and
Ramp Speed (W13-3) on exit ramp
Optional Optional Recommended Required Required

Chapter 2C - Warning Signs and Object Markers
Part 2 - Signs
November 7, 2014
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South Pasadena
Contract No. 2020-025
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06/11/2020
06/11/2020
06/11/2020
Maria E. Ayala, Chief City Clerk
for:
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18 - 63
18 - 64
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SECOND AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made and entered into on the 15 th day
of December, 2021 by and between the CITY OF SOUTH PASADENA (“City”) and PlaceWorks. (“Consultant”).

RECITALS
WHEREAS, on April 17, 2019, the City Council authorized the City Manager to execute a contract with PlaceWorks to finalize the General Plan Update and Downtown Specific Plan (GP/DTSP);
WHEREAS, on March 4, 2020, the City Council authorized the City Manager to execute the First Amendment with PlaceWorks to integrate the 2021-2029 Housing Element into the GP/DTSP;
WHEREAS, the Term of the Agreement is through December 31, 2021, with the option to extend upon written agreement of the parties;
WHEREAS, the City and Consultant desire to extend the contract until the project has been completed.

NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:

1. PARAGRAPH 3.7 “Termination Date” is amended to read: Completion of the project or upon cancellation by the City.

2. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.

DocuSign Envelope ID: ED4F4D78-5A98-4FB2-B2BF-3E1075FA49F7 18 - 66
TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. “CITY” “Consultant”
City of South Pasadena PlaceWorks
By:___________________________ By: __________________________ Signature Signature
Printed: Arminé Chaparyan Printed:_______________________ Title: City Manager Title:_________________________
Date:________________________ Date:________________________ Attest:

By:

Christina Muñoz, Deputy City Clerk
Date: ____________________
Approved as to form:

By:

Andrew Jared, City Attorney
Date: ____________________
Keith McCann
CEO
12-15-21
DocuSign Envelope ID: ED4F4D78-5A98-4FB2-B2BF-3E1075FA49F7 1/4/2022
1/4/2022
1/5/2022
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ATTACHMENT 4
Proposed PlaceWorks GP/DTSP PSA 3rd Amendment
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THIRD AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made and entered into on the 20th day of April, 2022 by and between the CITY OF SOUTH PASADENA (“City”) and PlaceWorks. (“Consultant”).

RECITALS
WHEREAS, on April 17, 2019, the City Council authorized the City Manager to execute a contract with PlaceWorks to finalize the General Plan Update and Downtown Specific Plan (GP/DTSP);
WHEREAS, on March 4, 2020, the City Council authorized the City Manager to execute the First Amendment with PlaceWorks to integrate the 2021-2029 Housing Element into the GP/DTSP;
WHEREAS, on December 15, 2021, the City Council authorized the City Manager to execute the Second Amendment with PlaceWorks to extend the contract term until completion of the project or upon cancellation by the City; and WHEREAS, on April 20, 2022, the City Council authorized the City Manager to execute the Third Amendment with PlaceWorks to facilitate additional analysis and community outreach required to ensure internal general plan consistency based on evolving housing element requirements; and
WHEREAS, the City and Consultant desire expand the Scope of Services to incorporate the additional scope as approved by Council.

NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS
FOLLOWS:

1. PARAGRAPH 3.1 “Scope of Services” is amended by adding an additional Scope of Services as set forth in Exhibit 1, attached and incorporated by this Amendment.

2. PARAGRAPH 3.4 “Maximum Amount” is amended to read as follows: The highest total compensation and costs payable to Consultant by the City under this Agreement. The Maximum Amount under this Agreement is Two Hundred Sixty Thousand Three Hundred Twelve Dollars ($260,312), which is comprised of One Hundred Twenty-Eight Thousand Seven Hundred Thirty-Three Dollars ($128,733) for the original Scope of Services; One Hundred Six Thousand Five Hundred Seventy-Nine Dollars ($106,579) for the additional scope of work to incorporate the 2021 Housing Element Update; and Twenty Five Thousand Dollars ($25,000) for an additional round of revisions.
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3. PARAGRAPH 13 “Notices” is amended to indicate that notices, bills, invoices or reports required by this Agreement shall be sent to the following designees at the City with no change to the addresses:
a. If to City: Angelica Frausto-Lupo, Community Development Director, b. With a courtesy copy to Andrew Jared, City Attorney

4. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.

TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. “CITY” “Consultant”
City of South Pasadena PlaceWorks
By:___________________________ By: __________________________ Signature Signature
Printed: Arminé Chaparyan Printed:_______________________ Title: City Manager Title:_________________________
Date:________________________ Date:________________________ Attest:

By:

Christina Muñoz, Deputy City Clerk
Date: ____________________
Approved as to form:

By:

Andrew Jared, City Attorney
Date: ____________________
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Exhibit 1
Additional Scope of Services
Task Cost to
Complete
Budget
Remaining (as
of 12/31/21)
Shortfall
Complete Revisions to GP in
response to City Attorney
Comments (one final round of
revision to the document text, not
including formatting or layout)
$7,500 $7,500 0
Complete Revisions to DTSP in
response to City Attorney
Comments (one final round of
revision to the document text, not
including formatting or layout)*
$7,500 $2,663 $4,837
Public Hearings and Adoption (as
scoped in original agreement)
$13,460 0 $13,460
Contingency $6,703
Total $28,460 $10,163 $25,000

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19 19 - 1
for demolition to make way for the freeway extension for sale in phases. Caltrans identified a number of properties as surplus:

Property Type Number of Units
Occupied 46
Unoccupied 20
Unimproved 2
Total 68
Established Priorities
The City Council has established the following priorities regarding the Caltrans surplus properties:
• Reintegrate Caltrans surplus properties back into the community in an expeditious manner; and
• Prevent displacement of tenants; and
• Support tenants interested in homeownership; and
• Identify affordable housing opportunities; and
• Preserve/protect historic properties.

On November 15, 2021, staff attended the SPPF Board of Directors meeting to discuss the surplus properties sales. SPPF reiterated their support of their 3-point plan as an additional option to dispose of the surplus properties. The 3-point plan proposes to dispose of the vacant properties through a side-by-side escrow, use the proceeds from the subsequent sales to develop affordable housing, and to support tenants interested in purchasing their homes. In addition, SPPF has offered to assist the City with property inspections of all properties and continue to monitor the compliance of the long-term historic covenants for the historic properties. Staff recommends SPPF inspection efforts would be most beneficial to focus on the unoccupied historic properties as reflected in the attached draft MOU. Their expertise and involvement in the community would provide guidance in documenting and preserving the character-defining features for the historic properties. The MOU would formalize the mutual agreement between SPPF and the City in preserving the historic elements of the unoccupied historic properties.

On December 1, 2021, the City Council terminated the previous SB 381 committees and established a new City Council Ad Hoc SB 381 Implementation Committee, comprised of Mayor Pro Tem Primuth and Councilmember Donovan. The Implementation Committee would participate in community and stakeholder discussions, review draft policies/regulations, work with staff on next steps, and provide recommendations to the full City Council. The City Council also directed staff to prepare a request for qualifications (RFQ) for Housing-Related Entities (HREs) for potential partnerships following the release of the emergency regulations, and conduct additional community outreach to the Caltrans tenants.

On December 9, 2021, staff met with Caltrans to discuss implementation of SB 381, the sales criteria, and next steps.
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On February 23, 2022, the Implementation Committee met to discuss the rulemaking timeline, coordination with Caltrans, community outreach efforts, and the draft MOU with SPPF. Staff requested that Caltrans provide the City with access to the properties and property information files. To date, staff has yet to receive access to the properties and the property information files.

On March 31, 2022, the Implementation Committee met to discuss the emergency rulemaking, and next steps.

On April 4, 2022, the City submitted a comment letter in response to SB 381 Emergency Rulemaking to Caltrans and the Office of Administrative Law. The comments primarily requested Caltrans to clarity various sections of the regulations. Additionally, the letter requested the removal of resale restrictions, and requested noticing offers received from housing-related entities.

Analysis
On March 28, 2022 the Office of Administrative Law published the draft emergency rulemaking to implement SB 381. The emergency regulations included the following priority order for the sale of surplus properties:

Order Property Type Purchaser Purchase Price
0 Occupied, Single-Family
Current Tenants who are
former owners of the
residence
Fair Market Value
1 Occupied, Single-Family Current Tenants (Low or
Moderate Income)
Affordable Price or
Fair Market Value
2 Occupied, Single-Family Current Tenants (Above
Moderate Income)
Affordable Price or
Fair Market Value
3 Occupied, Single- or MultiFamily South Pasadena Minimum (Acquisition) Price
4 Vacant, Single- or Multi-Family South Pasadena Minimum (Acquisition) Price
5 Occupied or Vacant, Single- or
Multi-Family Housing Related Entity Reasonable Price
6 Occupied, Single- or MultiFamily Current Tenants Fair Market Value 7 Occupied or Vacant, Single- or
Multi-Family Former Tenants Fair Market Value
8 Occupied or Vacant, Single- or
Multi-Family Open Market/Auction Fair Market Value
In the final Caltrans ‘Frequently Asked Questions’ document, the first question is “When will sales begin in South Pasadena?” The response from Caltrans is:
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“Caltrans anticipates starting sales this year, beginning with unoccupied properties shortly after adoption of the SB 381 emergency regulations. Occupied property sales could begin as early as Summer of 2022 through 2023 in phases.

Caltrans is proposing to release properties first to those occupants and tenants with tenancies exceeding 25 years. Each release will contain approximately 20 properties spread throughout the corridor with properties being released every two to four weeks. Properties with less than 25 years’ tenancy will likely receive notices 9 to 12 months later.”
SB 381 requires Caltrans to commence the sales process of unoccupied properties to the City prior to June 30, 2022. Once Caltrans provides the City a list and details related to the unoccupied properties, the City has 45 calendar days to indicate which properties the City wants to purchase. Caltrans will then send a sales contract, and the City has 60 calendar days from receipt to execute and return the contract to Caltrans.

The City must close escrow within 120 days of the sales contract execution.

In order for the City to determine whether or not to purchase the unoccupied properties, Staff recommends working with the Implementation Committee to develop and issue an RFP to hire an independent inspection company to perform a thorough inspection of the homes the City is considering purchasing. This work would determine the actual scope and estimated cost of repairs. Any historic unoccupied homes will be inspected in conjunction with SPPF. Any estimated repair costs would be included in the property and overall portfolio financial analysis, and the analysis will explore opportunities with various public and private funding sources.

If the City Council would like to purchase any of the historic properties at the Minimum (Acquisition) Price and then sell them at Fair Market Value to an owner-occupied buyer, the property inspections may not be necessary since the properties would be sold in “as-is” condition. However, gathering information on the condition of the homes may still be valuable and seems complimentary to the SPPF inspection process.

With the financial analysis complete, the City can then make an informed decision on the disposition of the properties.

1. Should the City purchase any of the unoccupied surplus properties? a. Which historic homes should be sold as-is at fair market value? i. Will the proceeds be sufficient to provide 3 units of affordable housing?
b. Should the other homes be sold as-is to an affordable household that can financially afford the improvements?
c. Should some of the homes be renovated by a locally controlled Community Land Trust and either sold or leased at affordable rates?

2. How will the City address the tenants who do not qualify or choose not to purchase their home and who remain renters?
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a. Should these homes be placed in the locally controlled Community Land Trust portfolio?
b. Should the City not purchase these properties, and instead, allow the County of Los Angeles, a private HRE or auction process decide the ownership and/or tenancy, property maintenance, and management? One of the primary purposes of the State selling unoccupied surplus property is to provide low- and moderate-income rental or owner-occupied housing. This purpose existed prior to SB 381 and was reiterated in the passage of SB 381.

While SB 381 provides the City a priority to purchase properties that are unoccupied or not purchased by the current tenant, Caltrans has identified the County of Los Angeles as an approved Public HRE, and Public HRE’s have priority over Private HRE’s, which means the County can buy any property not purchased by the City and do so prior to a Private HRE.

As previously mentioned, on December 1, 2021, the City Council directed staff to release an RFQ to identify potential HRE partnership opportunities once the emergency regulations were released. The emergency regulations were released on March 28, 2022 and, at the time this report was prepared, staff was scheduled to discuss the HREs RFQ with the Implementation Committee on April 14, 2022. SB 381 requires Caltrans to begin the sales of unoccupied properties by June 30, 2022, and due to the quick turnaround required by Caltrans (45 calendar days from when the sales process begins) for the City to indicate which properties the City intends to purchase, staff recommends the City Council direct staff to work with the Implementation Committee on finalizing and releasing the RFQ for HREs for potential partnership opportunities.

Partnership with an HRE will assist the City in identifying possible roles and responsibilities in the surplus disposition process, and help the City explore additional funding resources necessary to maintain the properties as affordable housing units.

The CivicStone PSA expires on June 30, 2022. Staff continues working with CivicStone in the completion of existing scope of work in assisting the City with the development of a strategy to acquire the Caltrans surplus properties including performing financial modeling, and preparing the request for proposal to solicit inspection companies. With the recent departure of the Deputy Community Development Director, staff recommends amending the contract with CivicStone to completion of existing scope, and the remaining balance of $35,000 will cover the remaining items (i.e., prepare RFP for inspection services and financial modeling) to complete the existing scope of work.

However, if the City decides to pursue working with an HRE, and considering the recent Departure of the Deputy Community Development Director and the benefit of continuity with a consultant on expanded efforts, staff is recommending that the CivicStone scope of work be amended to add the preparation of the RFQ for HRE’s and additional meetings with the Implementation Committee, Community, and Council. The cost of the additional scope of work is proposed to be $5,850
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Fiscal Impact
The proposed contract amendment with CivicStone will add $5,850 to their existing contract for the preparation and release of the Housing Related Entities (HREs) RFQ.

Release of the RFP for inspection services and completion of financing modeling analysis would not result in a fiscal impact as they are already included in CivicStone’s scope of work and approved contract. However, award of the property inspection contract will be brought to the City Council at a future date for authorization resulting in a fiscal impact in the amount of the proposed budget. Similarly, selection of an HRE partner will necessitate a contract to be brought to the City Council for authorization resulting in a fiscal impact in the amount of the future proposed contract and budget.

Alternatives Considered

1. Explore options with Caltrans regarding possible double escrow opportunities.

There may be limitations due to the passage of SB 381.

2. The City can choose not to purchase any of the surplus Caltrans properties. If the City elects not to purchase any of the properties, the properties that are not purchased by the current tenants would result in those properties being made available to other Housing-Related Entities.

Community Outreach
On January 6, 2022, staff mailed a letter to all South Pasadena Caltrans tenants to survey the tenants’ interest in their property. The survey included the following questions:
• Are you interested in purchasing your property?
• Are you interested in learning more about the sales process? • Are you interested in learning more about possible financing options? • Are you interested in continuing to rent your property? On February 15, 2022, staff sent out a follow-up postcard requesting tenants to respond to the survey and shared information regarding Veteran’s Realty Group, Caltrans’ contracted vendor to facilitate the surplus property sales.

On March 1, 2022, staff sent an email to the Caltrans tenants’ mailing list to share the draft emergency rulemaking.

On March 6, 2022, information regarding a home ownership workshop sponsored by Senator Portantino in conjunction with LA Partners in Home Ownership was shared with Caltrans tenants, posted on City social media accounts and the City website. The virtual workshop was held on March 12, 2022 and provided information on the home buying process and government programs for first-time home buyers. 19 - 6
Attachments:

1. MOU with the South Pasadena Preservation Foundation

2. SB 381 Proposed Regulatory Text- Emergency Rulemaking

3. Comment Letter Submitted to Caltrans on SB 381 Emergency Rulemaking

4. CivicStone PSA 2021-027

5. First Amendment to CivicStone PSA
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ATTACHMENT 1
MOU with the South Pasadena Preservation Foundation
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A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SOUTH PASADENA AND THE

SOUTH PASADENA PRESERVATION FOUNDATION TO CODUCT HISTORIC RESOURCE

EVALUATIONS OF THE HISTORIC CALTRANS SURPLUS PROPERTIES WHEREAS, the California Department of Transportation (Caltrans) has developed the Affordable Sales Program to sell surplus Caltrans properties within the previous SR-710 corridor; and,
WHEREAS, on September 28, 2021, Governor Newsom signed Senate Bill 381 (SB 381, Portantino) into law and changed the surplus properties sales priorities within the City of South Pasadena (City); and,
WHEREAS, the City now has an opportunity to purchase the historic properties at the original acquisition price, sell the properties at fair market value, and use the proceeds to create affordable housing units at a ratio of 3:1; and, WHEREAS, there are twenty eight historic surplus properties that may be offered to the City for purchase; and,
WHEREAS, the South Pasadena Preservation Foundation (SPPF) has the expertise to inspect the vacant historic surplus properties and identify the character defining features; and, WHEREAS, the City Council would like to have a comprehensive analysis of the available properties prior to making a determination on which properties to purchase; and, NOW, THEREFORE, the Parties hereto agree as follows:

1. HISTORICAL RESOURCES EVALUATION - The City and SPPF will evaluate the vacant historic surplus properties being offered by Caltrans through the Affordable Sales Program. SPPF will provide their historic preservation expertise, on a volunteer basis, to identify the character defining features for the vacant historic properties in order to provide the City with a better assessment of the financial responsibilities associated with the purchase, maintenance, and renovation of these historic properties.

2. MANAGEMENT OF OPERATIONS - The City Manager (or their designees) shall coordinate with SPPF (or their designees) to obtain access to the surplus properties from Caltrans to conduct the evaluation.

3. FINANCIAL COSTS - There will be no financial costs associated with the implementation of this MOU since the historic resources evaluation conducted by SPPF will be done on a volunteer basis.
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4. INDEMNIFICATION - Each Party to this MOU agrees to indemnify and hold harmless the other Party, their officers, agents, and employees, from any and all claims, demands, actions, causes of action, damages or liability (including attorneys' fees and court costs) for injury to or death of persons, or for damage to property resulting from or arising out of any act and/or omission by the indemnifying Party, its officers, agents or employees in the performance of this MOU. Responsibility for the handling, processing and defense of general public liability claims, contract disputes, complaints or lawsuits shall inure to the Party or Parties named. Nothing herein shall preclude the Parties from entering into separate joint defense agreements or assumption of liability agreements.

5. TERMINATION OF MOU - Either Party may terminate this MOU upon the giving of thirty (30) days written notice in advance of the date or, alternatively, all of the Parties' authorized representatives.

6. DISSOLUTION - Upon completion of the purposes of this MOU, or as determined by the Parties, at any time, this MOU may be terminated.

7. NOTICE TO PARTIES (AUTHORIZED REPRESENTATIVES) - Notices given pursuant to the requirements of this MOU shall be by personal service upon the Party to be notified by writing upon such notice being deposited into the custody of the United States Postal Service addressed as follows:

City of South Pasadena
City Manager
1414 Mission Street
South Pasadena, CA 91030
SPPF
President
913 Meridian Avenue
South Pasadena, CA 91030

8. AMENDMENTS - This MOU may be amended upon unanimous action by each respective Member’s authorized representative.

IN WITNESS WHEREOF, the Parties hereto have caused MOU to be executed by their duly authorized representatives:

City of South Pasadena: ___________________________ ____________ Arminé Chaparyan, City Manager Date
South Pasadena Preservation Foundation: ____________________________ ____________ Mark Gallatin, President Date
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ATTACHMENT 2
SB 381 Proposed Regulatory Text (Emergency Rulemaking)
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TITLE 21 PUBLIC WORKS
DIVISION 2. DEPARTMENT OF TRANSPORTATION
CHAPTER 9.5. STATE ROUTE 710 SALES PROGRAM
§ 1475. General
(a) Application. This chapter only applies to properties purchased by the Department for the purpose of closing the SR-710 North Gap between SR-10 and SR-210 in Los Angeles County.
(b) Limitation. Nothing in this chapter limits the Department’s discretion regarding when to sell its properties, except as specified by statute. Nothing in this chapter creates, expands, or confers any right or entitlement to purchase property that does not already exist in law.
(c) Time Extensions. The Department may extend any time to perform an action provided for in this chapter upon a finding of good cause in furtherance of Government Code section 54238.4 and upon notice to the persons or entities affected by the extension by written correspondence.
(d) CTC Approval Required. All sales under this chapter are subject to approval by the California Transportation Commission.
(e) Lender Limitations. Except as otherwise provided in this chapter, a lender shall not have or anticipate an interest in or stand to gain financially from any Surplus Residential Property other than in the lender’s capacity as a mortgage lender. (f) Historical Covenants. In addition to the Use and Resale Restrictions described in §§ 1481.1, 1483.1, 1484.1, and 1485.1, the Department shall impose historical covenants to preserve and maintain properties with architectural, historical, or cultural significance to comply with the California Environmental Quality Act (CEQA). If the Department determines a historical covenant is required for a property, then the Department will provide a historical covenant with the applicable sales contract. If a buyer fails to sign applicable historical covenants, then the sales contract is void. (g) This chapter does not apply to the qualification criteria to obtain a loan. The eligibility criteria discussed in this chapter has no relation to the qualification criteria that a lender may require.
(h) Properties Offered but Not Sold Under Prior Regulations. Any Property offered for sale pursuant to 21 Cal. Code Regs. § 1475 et seq. between July 26, 2016 and December 12, 2021 and that did not close escrow shall:
(1) If the Property entered escrow and the buyer still desires to purchase, then the Department shall close escrow and finalize the sale pursuant to the terms of the executed sales contract. If the Property falls out of escrow, then (2) shall apply. (2) If the Property did not enter escrow, then the Property shall be offered pursuant to current regulations, starting at Priority 0, as specified in Sections 1477 through 1477.3, as applicable.
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Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, 54238.3 & 54238.4, Government Code; Sections 5024, 5024.5 & 21000 through 21189.70.10, Public Resources Code; Section 118, Streets and Highways Code.
§ 1477. Priorities of Sale
(a) Priorities by City. The priorities for sale of properties in the City of Los Angeles are provided in § 1477.1. The priorities for sale of properties in the City of Pasadena are provided in § 1477.2. The priorities for sale of properties in the City of South Pasadena are provided in § 1477.3.
(b) Order of Priorities. Properties offered for sale under this chapter shall be offered in the sequential order specified in §§ 1477.1, or § 1477.2, or 1477.3, as applicable.

Properties cannot return to a completed priority, unless specified in §§ 1477.1, or § 1477.2., or 1477.3.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54237, 54237.3 & 54239.1 & 54239.4, Government Code. § 1477.1. Priority of Sale for Properties in the City of Los Angeles (a) Surplus Residential Properties. All Surplus Residential Properties in the City of Los Angeles shall be offered for sale in this order:
(1) Single-Family Residences to Occupants who are former owners of the SingleFamily Residence at Fair Market Value. This is Priority 0 and is governed by § 1480.
(2) Single-Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 1 and is governed by §§ 1481.1 through 1481.4.
(3) Single-Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 2 and is governed by § 1482. (4) Surplus Residential Properties to the Tenant at Fair Market Value if they have used the Property as their Principal Place of Residence continuously for the five years prior to the postmarked date on the letter sent pursuant to § 1478(a)(1).

This is Priority 6 and is governed by § 1486.
(5) SB 580 properties to nonprofit private entities dedicated to rehabilitating and maintaining the historic home for public and community access and use. This is Priority 4 and is governed by §§ 1484 through 1484.2.
(6) Surplus Residential Properties to a Housing-Related Private Entity at a Reasonable Price. This is Priority 5 and is governed by §§ 1485 through 1485.1. (7) Surplus Residential Properties to the Tenant at Fair Market Value. This is Priority 6 and is governed by § 1486.
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(8) Surplus Residential Properties to a former Tenant at Fair Market Value. This is Priority 7 and is governed by § 1487.
(9) Surplus Residential Properties to any buyer pursuant to Streets and Highways Code § 118. This is Priority 8 and is governed by § 1488. (b) Surplus Nonresidential Properties. All Surplus Nonresidential Properties in the City of Los Angeles, except those described in § 1477.4, shall be offered for sale in this order:
(1) To current Tenants at Fair Market Value. This is Priority 9 and is governed by § 1489.
(2) To a Housing-Related Private Entity at a Reasonable Price if the property is unimproved. This is Priority 5 and is governed by §§ 1485 through 1485.1. (3) To any buyer pursuant to Streets and Highways Code § 118. This is Priority 8 and is governed by § 1488.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54237, 54237.3 & 54239.1, Government Code. § 1477.2. Priority of Sale for Properties in the City of Pasadena

(a) Surplus Residential Properties. All Surplus Residential Properties in the City of Pasadena shall be offered for sale in this order:
(1) Single-Family Residences to Occupants who are former owners of the SingleFamily Residence at Fair Market Value. This is Priority 0 and is governed by § 1480.
(2) Single-Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 1 and is governed by §§ 1481.1 through 1481.4.
(3) Single-Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 2 and is governed by § 1482. (4) Surplus Residential Properties to a Housing-Related Public Entity at a Reasonable Price. This is Priority 3 and is governed by §§ 1483 through 1483.1. (5) SB 580 properties to nonprofit private entities dedicated to rehabilitating and maintaining the historic home for public and community access and use. This is Priority 4 and is governed by §§ 1484 through 1484.2.
(6) Surplus Residential Properties to a Housing-Related Private Entity at a Reasonable Price. This is Priority 5 and is governed by §§ 1485 through 1485.1. (7) Surplus Residential Properties to the Tenant at Fair Market Value. This is Priority 6 and is governed by § 1486.
(8) Surplus Residential Properties to a former Tenant at Fair Market Value. This is Priority 7 and is governed by § 1487.
(9) Surplus Residential Properties to any buyer pursuant to Streets and 19 - 14

Highways Code § 118. This is Priority 8 and is governed by § 1488. (b) Surplus Nonresidential Properties. All Surplus Nonresidential Properties in the City of Pasadena, except those described in § 1477.4, shall be offered for sale in this order:
(1) To current Tenants at Fair Market Value. This is Priority 9 and is governed by § 1489.
(2) To any buyer pursuant to Streets and Highways Code § 118. This is Priority 8 and is governed by § 1488.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54237, 54237.3 & 54239.1, Government Code. § 1477.3. Priority of Sale for Properties in the City of South Pasadena

(a) Surplus Residential Properties. All Surplus Residential Properties in the City of South Pasadena must be offered for sale in this order:
(1) Single-Family Residences to Occupants who are former owners of the SingleFamily Residence at Fair Market Value. This is Priority 0 and is governed by § 1480.
(2) Single Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 1 and is governed by §§ 1481 through 1481.4. (3) Single Family Residences to the Occupants at either an Affordable Price or Fair Market Value. This is Priority 2 and is governed by § 1482. (4) Surplus Residential Properties to the Tenant at Fair Market Value. This is Priority 6 and is governed by § 1486.
(5) Unoccupied SB 381 Properties to the City of South Pasadena. This is Priority 4SP and is governed by § 1484.3.
(6) Surplus Residential Properties to the City of South Pasadena. This is Priority 3 and is governed by §§ 1483 through 1483.1.
(7) Surplus Residential Properties to a Housing-Related Private Entity at a Reasonable Price. This is Priority 5 and is governed by §§ 1485 through 1485.1. (8) Surplus Residential Properties to the Tenant at Fair Market Value. This is Priority 6 and is governed by § 1486.
(9) Surplus Residential Properties to a former Tenant at Fair Market Value. This is Priority 7 and is governed by § 1487.
(10) Surplus Residential Properties to any buyer pursuant to Streets and Highways Code § 118. This is Priority 8 and is governed by § 1488. (b) Surplus Nonresidential Properties. All Surplus Nonresidential Properties in the City of South Pasadena, except those described in § 1477.4, must be offered for sale in this order:
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(1) To current Tenants at Fair Market Value. This is Priority 9 and is governed by § 1489.
(2) To the City of South Pasadena if the property is unimproved. This is Priority 3 and is governed by §§ 1483 through 1483.1.
(3) To a Housing-Related Private Entity if the property is unimproved. This is Priority 5 and is governed by §§ 1485 through 1485.1.
(4) To any buyer pursuant to Streets and Highways Code § 118. This is Priority 8 and is governed by § 1488.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54237, 54237.3, 54239.1 & 54239.4, Government Code. § 1477.4. Nonresidential Properties Leased by Cities or Non-Profits (a) All properties identified in Government Code § 54237(f)(2) shall be first offered pursuant to the terms of § 54237(f)(2). Any such property not sold pursuant to that process shall then be offered for sale pursuant to the priorities specified in §§ 1477.1 or §,1477.2, or 1477.3, as applicable.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54237, 54237.3 & 54239.1, Government Code. § 1483. Priority 3: Housing-Related Public Entities
(a) Offer at Priority 3. When Priority 3 is specified as the next priority by §§ 1477.2, or 1477.3(a), as applicable, then all Surplus Residential Properties not already sold shall be next offered to a Housing-Related Public Entity at a Reasonable Price pursuant to this section. Single-Family Residences identified in § 1481.4 cannot be sold at Priority 3 until after all Priority 1 and 2 sales have closed escrow.

When Priority 3 is specified as the next priority by § 1477.3(b), then all Surplus Nonresidential Properties not already sold shall next be offered to a Housing-Related Public Entity at a Reasonable Price pursuant to this section. (b) HREs. The Housing-Related Public Entities who may purchase at Priority 3 are the City of Pasadena, the City of South Pasadena, and the County of Los Angeles. (c) Soliciting Interest. The Department will provide to each Housing-Related Public Entity identified in (b) a written list of Surplus Residential Properties to be offered for sale within its jurisdictional boundaries. For each such Surplus Residential Property on the list, the Department will provide the following information:
(1) The address; and
(2) The Reasonable Price, which for Priority 3, is set at the Minimum Sales Price; and
(3) A copy of the current lease or rental agreement, if any; and 19 - 16

(4) Copies of all repair records for the prior three years; and (5) Copy of the Use and Resale Restrictions.
(d) Response. If a Housing-Related Public Entity wants to purchase any of the properties identified on the list provided to it pursuant to (c), then it shall notify the Department in writing of the properties from the list it wants to purchase within 30 calendar days from the postmarked date of the letter sent pursuant to (c). (e) Sales Contracts. The Department will send a sales contract to a Housing-Related Public Entity for each property identified by the entity pursuant to (d), subject to the following:
(1) Properties identified pursuant to (d) shall be on the list provided to the entity pursuant to (c).
(2) The sales contract shall be executed and returned to the Department within 60 calendar days of the date the Department sends the contract. (3) If the County of Los Angeles identifies a property that is also identified by the City of Pasadena or the City of South Pasadena, then the Department will first offer the property to the City of Pasadena or the City of South Pasadena. If the City of Pasadena or the City of South Pasadena does not purchase the property, then it will then be offered to the County of Los Angeles. (f) Escrow. Upon execution of the sales contract, the Housing-Related Public Entity will have 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow. (g) Closing Costs and Escrow Fees. The purchasing Housing-Related Public Entity shall pay all closing costs and escrow fees.
(h) No Warranty. Any Priority 3 sale is “as-is” and without warranty.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, & 54237 & 54239.4, Government Code. § 1483.1. Priority 3: Use Restrictions
(a) Restrictions. As a condition for sale at a Reasonable Price at Priority 3, a HousingRelated Public Entity shall agree to Use and Resale Restrictions containing the terms, conditions, and restrictions imposed by the Department to ensure the property remains available to Persons and Families of Low or Moderate Income. The Use and Resale Restrictions described in § 1485.1 shall apply to properties purchased at Priority 3, with:
(1) All references to “Priority 5” shall be read as “Priority 3”, and (2) All references to “Housing-Related Private Entity” shall be read as “HousingRelated Public Entity”. (b) Provisions Specific to Properties in the City of Pasadena. If the Surplus Residential Property offered at Priority 3 is within the City of Pasadena, then:
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(1) In addition to the restrictions described in § 1485.1(b), the Housing-Related Public Entity shall cause the Surplus Residential Property to be developed as a limited equity cooperative with first right of occupancy to present Occupants, unless the Housing-Related Public Entity determines such a cooperative is not feasible.
(2) Section 1485.1(e) shall not apply.
(3) § 1485.1(c)(2)(B) shall not apply. Instead, § 1485.1(c)(2)(B) shall be read as saying: “All profits from the subsequent sale by the Housing-Related Public Entity shall be dedicated to the construction of housing for Persons and Families of Low or Moderate Income within Pasadena, South Pasadena, Alhambra, La Canada Flintridge, or the 90032 postal ZIP Code.”
(c) Provisions Specific to Properties in the City of South Pasadena. If the Surplus Residential Property offered at Priority 3 is within the City of South Pasadena, then:
(1) § 1485.1(c)(2)(B) shall not apply. Instead, § 1485.1(c)(2)(B) must be read as saying: “All profits from the subsequent sale by the Housing-Related Public Entity are dedicated to the construction of housing for Persons and Families of Low or Moderate Income within the City of South Pasadena.”
Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, 54237, & 54238 & 54239.4, Government Code. § 1484.3 Priority 4SP: South Pasadena
(a) Offer at Priority 4SP. SB 381 Properties are described in (b). When Priority 4SP is specified as the next priority by § 1477.3(a)(5), then all Surplus Residential Properties that are also SB 381 Properties that have not already been sold shall be next offered to the City of South Pasadena at the Minimum Sales Price pursuant to this section. (b) SB 381 Properties. The properties to be offered pursuant to this section include only unoccupied Surplus Residential Properties within the City of South Pasadena that meet at least one of these criteria:
(1) The property is identified in § 1484.2; or
(2) The property meets the criteria in Gov. Code, § 54239.4(b)(1)(T)(2)(B). (c) City designated properties. The Department shall send a written request to the City of South Pasadena to provide a list of all properties that meet the criteria in Gov.

Code, § 54239.4(b)(1)(T)(2)(B). The City of South Pasadena may provide to Caltrans a list of all properties that meet the criteria in Gov. Code, § 54239.4(b)(1)(T)(2)(B). The Department shall use the provided list to determine which of its Surplus Residential Properties meet the criteria in (b)(2) if it is received within 30 days of the written request.

If no list is provided within the 30 days, then it shall be determined that the City of South Pasadena is not interested in purchasing any properties that meet the criteria in Gov.

Code, § 54239.4(b)(1)(T)(2)(B) at Priority 4SP.
(d) Soliciting Interest. The Department will provide to the City of South Pasadena a written list of the unoccupied SB 381 Properties to be offered for sale under Priority 19 - 18

4SP. For each such property on the list, the Department will provide the following information:
(1) The address; and
(2) The Minimum Sales Price; and
(3) Copies of all repair records for the prior 3 years; and (4) Copy of the Use and Resale Restrictions described in (j). (e) Response. If the City of South Pasadena wants to purchase any of the properties identified on the list provided to it pursuant to (d), then it shall notify the Department in writing of the properties from the list it wants to purchase within 45 calendar days from the postmarked date of the letter sent pursuant to (d). (f) Sales Contracts. The Department will send a sales contract to the City of South Pasadena for each property identified by the City pursuant to (e), subject to the following:
(1) Properties identified pursuant to (e) must be on the list provided to the City pursuant to (d).
(2) The sales contract must be executed and returned to the Department within 60 calendar days of the date the Department sends the contract. (g) Escrow. Upon execution of the sales contract, the City of South Pasadena will have 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow. The City of South Pasadena must also comply with the Requirement in Government Code, § 54239.4(b)(1)(D) before closing escrow.
(h) Closing Costs and Escrow Fees. The City of South Pasadena must pay all closing costs and escrow fees.
(i) No Warranty. Any Priority 4SP sale is “as-is” and without warranty. (j) Use Restrictions. As a condition for sale at the Minimum Sales Price at Priority 4SP, the City of South Pasadena shall agree to Use and Resale Restrictions containing the terms, conditions, and restrictions imposed by the Department to ensure compliance with Government Code section 54239.4. These Use and Resale Restrictions are contained in their entirety in Form 1477.3(a)(5) – South Pasadena, Priority 4SP (02/22), which is hereby incorporated by reference. Upon mutual consent of the Department and the City of South Pasadena, the Use and Resale Restrictions may be amended to the extent that such amendment does not contradict statute.

Note: Authority Cited: Section 54237, Government Code.

Reference: Section 54239.4, Government Code.
§ 1485. Priority 5
(a) Offer at Priority 5. When Priority 5 is specified as the next priority by §§ 1477.1, or 1477.2, or 1477.3, as applicable, then all Surplus Residential Properties not already 19 - 19

sold shall be next offered to a Housing-Related Private Entity at a Reasonable Price pursuant to this section. A Housing-Related Private Entity is a joint venture, partnership, limited partnership, trust, corporation, community land trust, or other legal entity approved by the Department as qualified to own, construct, acquire, or rehabilitate affordable housing for Persons and Families of Low or Moderate Income. The entity may be for profit, nonprofit, or limited profit. If the property is located in the City of Los Angeles, then the City of Los Angeles will be treated as a Housing-Related Private Entity for the purposes of this section and section 1485.1. (b) HRE Registry. The Department will maintain a registry of approved HousingRelated Private Entities on its website. The registry will be created and maintained subject to the following:
(1) No less than once each calendar year, the Department will solicit applications for entities to be approved as Housing-Related Private Entities by publishing a notice in at least one newspaper of general circulation within the County of Los Angeles, pursuant to Government Code §§ 6060 and 6061.3. The Department may also use other means to solicit interest.
(2) Entities may submit a written application to the Department. Applications shall include the entity’s qualifications, address, and email address. (3) The Department will review applications submitted pursuant to (2) based on criteria that includes, but is not limited to:
(A) the entity’s experience in providing affordable housing for Persons and Families of Low or Moderate Income; and
(B) the experience of the entity’s employees, management, board members, etc. in providing affordable housing; and
(C) the number of affordable housing units in the entity’s portfolio; and (D) the entity’s reputation as a provider of affordable housing; and (E) the entity’s stated mission.
(4) The Department will notify the entity by email whether it has been approved as a Housing-Related Private Entity. Approval and placement on the registry create no entitlement to purchase under this chapter.
(5) The Department may reassess a Housing-Related Private Entity’s qualifications at any time at its sole discretion.
(6) An approved Housing-Related Private Entity shall resubmit an application every three years to remain on the registry.
(7) Notwithstanding (1) through (6), the Department will place the City of Los Angeles on the registry for properties located within the City of Los Angeles. (c) Request Bids. The Department will request bids by email from the entities on the registry described in (b). The request will include the following information for each property offered at Priority 5:
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(1) the Reasonable Price, which for Priority 5, is set at the Minimum Sales Price; and
(2) a copy of the current lease or rental agreement, if any; and (3) copies of all repair records for the prior three years; and (4) a copy of the Use and Resale Restrictions described in § 1485.1; and (5) the due date for bids.
(d) Bid Submittal. An approved Housing-Related Private Entity has 45 calendar days from the date of the email described in (c) to provide written bids to the Department.

Bids shall include, but are not limited to:
(1) a 10-year proforma showing the financial sustainability of renting the Surplus Residential Property at Affordable Rents, showing estimated operation revenue, expenses, reserves, and debt service costs; and
(2) an explanation of the Housing-Related Private Entity’s plan for current Occupants, if any; and
(3) an explanation of the Housing-Related Private Entity’s proposal to comply with this chapter and the Use and Resale Restrictions; and (4) a marketing plan for targeting Persons and Families of Low or Moderate Income as future Tenants, including the target levels for affordability; and (5) a plan for rehabilitation of the property including cost estimates and timeframes; and
(6) a readiness component, including but not limited to, secured financing and draft contracts with contractors for rehabilitation; and (7) if the Surplus Residential Property is in the City of Pasadena, then the Housing-Related Private Entity’s determination of whether it is feasible to develop the property as a limited equity cooperative with first right of refusal to present Occupants.
(e) Bid Evaluation. The Department will review all bids provided by approved HousingRelated Private Entities pursuant to (d). The Department of Housing and Community Development may assist the Department in reviewing bids. Bids will be reviewed based on the following criteria:
(1) the entity’s experience and capability in providing affordable housing; and (2) the entity’s ability to sustainably provide affordable housing at Affordable Rents; and
(3) the target income for Affordable Rents, with preference to provide affordable housing for lower incomes;
(4) the financial feasibility of the submitted proforma based on the target income population stated in the Bid;
(5) compliance with this chapter and the Use and Resale Restrictions described in § 1485.1; and
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(6) the entity’s Plan for rehabilitation; and
(7) the entity’s readiness to perform.
(f) Interview. The Department may request a meeting with Housing-Related Private Entities to discuss their bids. Any such meeting will be held in Los Angeles County, and the Department will provide at least 15 calendar days written notice of the time and place.
(g) Bid Deficiencies. If the Department determines that all bids for a Surplus Residential Property are deficient and that there is no acceptable bid, then the Department shall provide the bidding entities an additional 30 calendar days to supplement their bids for that property. If after supplementation there is no acceptable bid, then the Department shall move the property to Priority 6. (h) Bid Awards. The Department retains sole discretion in determining a winning bid for a Surplus Residential Property and will announce the winning bid for each property by sending an email to all Housing-Related Private Entities that bid on the property. The email will include:
(1) The address of the Surplus Residential Property; and (2) A ranking of the top three bids. Bids that do not comply with, or propose noncompliance with, §§ 1485 or 1485.1 shall not be ranked; and (3) An explanation of the rankings of the top three bids. (i) Appeal Process. An approved Housing-Related Private Entity has seven calendar days from the date of the email described in (h) to submit an appeal by email to the Department describing the basis of the appeal. The appeal process consists of:
(1) A review by the Department’s District 7 Director of all bids for the Surplus Residential Property subject to the appeal; and
(2) A determination by the Department’s District 7 Director on the stated basis of the appeal; and
(3) A written response to the appealing entity regarding the findings of the appeal; and
(4) The decision of the Department’s District 7 Director is final. (j) Sales Contracts. The Department will send a sales contract to a Housing-Related Private Entity for each property awarded to it. The sales contract shall be executed and returned to the Department within 30 calendar days of the date the Department sends the contract.
(1) The Department will send the contracts no sooner than 10 calendar days after it sends the email announcing winning bids described in (h). (2) For any bid subject to appeal under (i), the Department will send the contract no sooner than 10 calendar days after a written response described in (i)(3). (k) Escrow. Upon execution of the sales contract, a Housing-Related Private Entity has 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow.
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(l) Closing Costs and Escrow Fees.

The purchasing Housing-Related Private Entity shall pay all closing costs and escrow fees.
(m) Nonperformance. If a Housing-Related Private Entity fails to timely execute a sales contract in the time provided in (j) or fails to close escrow in the time provided in (k), then:
(1) The sales contract is void.
(2) The Department will award the property to the Housing-Related Private Entity with the next highest ranked bid and send a sales contract pursuant to (j). (3) If there is no next highest ranked bid, then the property will proceed to Priority

6. (n) No Warranty. Any Priority 5 sale is “as-is” and without warranty.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, & 54237 & 54239.4, Government Code. § 1485.1. Priority 5: Use Restrictions
(a) Restrictions. As a condition for sale at a Reasonable Price at Priority 5, a HousingRelated Private Entity shall agree to Use and Resale Restrictions containing the terms, conditions, and restrictions imposed by the Department to ensure the property remains available to Persons and Families of Low or Moderate income. Such restrictions include, but are not limited to:
(1) restricting the use of the property; and
(2) restricting rental of the property; and
(3) restricting transfers of the property; and
(4) restricting refinancing of the property; and
(5) specifying distribution of proceeds from a subsequent sale; and (6) monitoring and enforcement provisions.
(b) Restriction on Use. A Housing-Related Private Entity shall rehabilitate a property purchased at Priority 5 to be used as either:
(1) If a Surplus Residential Property, as Decent, Safe, and Sanitary housing at Affordable Rents for Persons and Families of Low or Moderate Income. (A) Current Tenants shall have the first right of occupancy. (B) If the current Tenants are Persons and Families of Low or Moderate Income, then the purchasing entity shall provide them Affordable Rents. (C) If the current Tenants are not Persons and Families of Low or Moderate Income, then the purchasing entity may collect market rent. The 19 - 23

restrictions described in (1) will begin immediately after the market rate Tenants vacate.
(D) The restrictions described in this section shall be for no less than 55 years from the close of escrow described in § 1485(k).
(2) If a Single-Family Residence, as Decent, Safe, and Sanitary owner-occupied housing for Persons and Families of Low or Moderate Income. (A) If Current Tenants are Persons and Families of Low or Moderate Income then they shall be offered first right of refusal. (B) The sales price shall be an Affordable Price calculated pursuant to § 1481.2(c). All subsequent sales within the period described in (C) shall also be at an Affordable Price calculated pursuant to § 1481.2(c). (C) The restrictions described in this section shall be for no less than 45 years from the close of escrow described in § 1485(k).
(c) Resale. A property sold at Priority 5 shall not be resold for 120 calendar days following close of escrow. After that, it may be sold:
(1) To another approved Housing-Related Private Entity if the following conditions are met:
(A) The Department has provided written approval of the sale; and (B) The sales price is the same price paid to the Department for the Priority 5 purchase, without any adjustment; and
(C) The purchasing nonprofit entity takes ownership subject to the same Use and Resale Restrictions imposed upon the selling entity. (2) At Fair Market value if the following conditions are met:
(A) The applicable time described in (b)(1) or (b)(2) has expired; and (B) All profits from the sale by the Housing-Related Private Entity are dedicated to providing housing for Persons and Families of Low or Moderate Income within Pasadena, South Pasadena, Alhambra, La Canada Flintridge, or the 90032 postal ZIP Code.
(3) At an Affordable Price pursuant to (b)(2).
(d) Removing Restrictions. The Use and Resale Restrictions described in this section will cease to encumber the property upon the expiration of the period for deed restriction specified in the applicable Use and Resale Restrictions, except the restriction on the use of profits from the subsequent sale described in (c)(2) will remain. (e) Provisions Specific to Properties in the City of Pasadena. If the Surplus Residential Property offered at Priority 5 is within the City of Pasadena, then:
(1) In addition to the restrictions described in (b), the Housing-Related Private Entity shall cause the Surplus Residential Property to be developed as a limited equity cooperative with first right of occupancy to present Occupants, unless the Housing-Related Private Entity determines such a cooperative is not feasible. 19 - 24

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, 54237, 54238, & 54239.1 & 54239.4, Government Code. § 1486. Priority 6: Sales to Current Tenants
(a) Offer at Priority 6. When Priority 6 is specified as the next priority by §§ 1477.1, or 1477.2, or 1477.3, as applicable, then all Surplus Residential Properties not already sold shall be next offered to their current Tenants at Fair Market Value pursuant to this section.
(b) Eligibility Criteria to Receive a Sales Contract. To be eligible to receive a sales contract to purchase at Priority 6, current Tenants shall:
(1) be current on all rent obligations and paid in full; and (2) be in full compliance with the terms and conditions of the lease or rental agreement on the postmarked date of the response the Tenant provided pursuant to § 1478(b); and
(3) have provided a written response that meets the criteria in both § 1478(d) and 1478(f); and
(4) not have already purchased a Surplus Residential Property pursuant to this chapter; and
(5) be a current Tenant at the Surplus Residential Property; and (6) if the property is offered pursuant to §§ 1477.1(a)(4) or 1477.3(a)(4), then the Tenant shall have used the property as their Principal Place of Residence continuously for the five years prior to the postmarked date on the letter sent pursuant to § 1478(a)(1).
(c) Determining Eligibility to Receive a Sales Contract. The Department will determine if a current Tenant is eligible to receive a sales contract to purchase at Priority 6.
(d) Tenants with Equal Priority. If more than one current Tenant is eligible to receive a sales contract to purchase the same property at Priority 6, then priority is given to the Tenant who makes the highest price bid on the property. (e) Sales Contract. The Department will send a sales contract to the current Tenant who has priority to purchase the property. The sales contract shall be executed and returned to the Department within 30 calendar days of the date the Department sends the contract.
(f) Escrow. Upon execution of the contract, a Tenant has 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow.
(g) Closing Costs and Escrow Fees. The Department will pay: one-half of the escrow fees; all seller notary fees; termite inspection; termite work; and documentary transfer tax.
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(h) Pending Rent Obligations. A Tenant shall be current on all rent obligations to the Department in order to close escrow.
(i) Nonperformance. If a Tenant fails to timely execute a sales contract in the time provided in (e) or fails to close escrow in the time provided in (f), then:
(1) The sales contract is void.
(2) The Department will award the property to the next eligible Tenant pursuant to (d) and send a sales contract pursuant to (e).
(3) If there is no other eligible Tenant, then the property will proceed to Priority 7. (j) No Warranty. Any Priority 6 sale is “as-is” and without warranty.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, 54237, 54238.4, & 54239.1 & 54239.4, Government Code; Article XVI section 6, California Constitution.
§ 1487. Priority 7: Sales to Former Tenants
(a) Offer at Priority 7. When Priority 7 is specified as the next priority by §§ 1477.1, or 1477.2, or 1477.3, as applicable, then all Surplus Residential Properties not already sold shall be next offered to former Tenants at Fair Market Value pursuant to this section.
(b) Eligibility Criteria to Receive a Sales Contract. To be eligible to receive a sales contract to purchase at Priority 7, former Tenants shall:
(1) have no outstanding rent obligations due to the Department; and (2) have been in full compliance with the terms and conditions of the lease or rental agreement at the time the former Tenant vacated the property; and (3) have provided a written response that meets the criteria in both § 1478(d) and 1478(f); and
(4) not have already purchased a Surplus Residential Property pursuant to this chapter; and
(5) have been a Tenant at the Surplus Residential Property. (c) Determining Eligibility to Receive a Sales Contract. The Department will determine if a former Tenant is eligible to receive a sales contract to purchase at Priority

7. (d) Tenants with Equal Priority. If more than one former Tenant is eligible to receive a sales contract to purchase at Priority 7, then priority is given as follows:
(1) To the former Tenant who most recently occupied the property; then (2) To the former Tenant who makes the highest price bid on the property. (e) Sales Contract. The Department will send a sales contract to the former Tenant who has priority to purchase the property pursuant to (d). The sales contract shall be 19 - 26

executed and returned to the Department within 30 calendar days of the date the Department sends the contract.
(f) Escrow. Upon execution of the contract, the former Tenant will have 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow.
(g) Closing Costs and Escrow Fees. The Department will pay: one-half of the escrow fees; all seller notary fees; termite inspection; termite work; and documentary transfer tax.
(h) Nonperformance. If a former Tenant fails to timely execute a sales contract in the time provided in (e) or fails to close escrow in the time provided in (f), then:
(1) The sales contract is void.
(2) The Department will award the property to the next eligible former Tenant pursuant to (d) and send a sales contract pursuant to (e). (3) If there is no other eligible former Tenant, then the property will proceed to Priority 8.
(i) No Warranty. Any Priority 7 sale is “as-is” and without warranty.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236, 54237 & 54238.4, Government Code; Article XVI section 6, California Constitution.
§ 1488. Priority 8: Auction
(a) Offer at Priority 8. When Priority 8 is specified as the next priority by §§ 1477.1, or 1477.2, or 1477.3, as applicable, then all Surplus Properties not already sold shall be next offered to any other buyer pursuant to Streets and Highways Code § 118, with preference given to the highest responsive bidder who will be an owner occupant, pursuant to this section.
(b) Owner Occupant Buyers. A Surplus Property shall be offered to the bidder who:
(1) has not purchased a property pursuant to this chapter; (2) signs an affidavit attesting to their desire to be an owner occupant of the property;
(3) submits the highest sealed bid; and
(4) exceeds 75% of the Department’s appraised value for the property or the Minimum Sales Price, whichever is higher.
(c) Other Buyers. If a Surplus Property is not sold to a person described in (b), then it shall be offered to the bidder who:
(1) submits the highest sealed bid; and
(2) exceeds 75% of the Department’s appraised value for the property or the Minimum Sales Price, whichever is higher.
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(d) No Warranty. Any Priority 7 sale is “as-is” and without warranty.

Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236 & 54237, Government Code; Streets and Highways Code, § 118; Article XVI section 6, California Constitution.
§ 1489. Priority 9: Surplus Nonresidential Properties
(a) Offer. When Priority 9 is specified as the next priority by §§ 1477.1, or 1477.2, or 1477.3, as applicable, then all Surplus Nonresidential Properties not already sold shall be offered to current Tenants at Fair Market Value.
(b) Eligibility Criteria to Receive a Sales Contract. To be eligible to receive a sales contract to purchase a Surplus Nonresidential Property, current Tenants shall:
(1) be current on all rent obligations and paid in full; and (2) be in full compliance with the terms and conditions of the lease or rental agreement; and
(3) be a current Tenant of the Surplus Nonresidential Property. (c) Determining Eligibility to Receive a Sales Contract. The Department will determine if a current Tenant is eligible to receive a sales contract to purchase a Surplus Nonresidential Property.
(d) Tenants with Equal Priority. If more than one current Tenant is eligible to receive a sales contract to purchase a Surplus Nonresidential Property, then priority is given to the Tenant who makes the highest price bid on the property. (e) Sales Contract. The Department will send a sales contract to the Tenant who has priority to purchase the property. The sales contract shall be executed and returned to the Department within 30 calendar days of the date the Department sends the contract. (f) Escrow. Upon execution of the contract, a Tenant has 120 calendar days to close escrow. Upon written request, the Department will provide an additional 30 calendar days to close escrow.
(g) Pending Rent Obligations. A Tenant shall be current on all rent obligations to the Department in order to close escrow.
(h) Nonperformance. If a Tenant fails to timely execute a sales contract in the time provided in (e) or fails to close escrow in the time provided in (f), then:
(1) The sales contract is void.
(2) The Department will award the property to the next eligible Tenant pursuant to (d) and send a sales contract pursuant to (e).
(3) If there is no other eligible Tenant, then the property will proceed to Priority 8, except without the requirement in Section 1488(b)(2).
(i) No Warranty. Any Surplus Nonresidential Properties is sold “as-is” and without warranty.
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Note: Authority Cited: Section 54237, Government Code.

Reference: Sections 54236 & 54237, Government Code; Article XVI section 6, California Constitution.
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ATTACHMENT 3
Comment Letter Submitted to Caltrans on SB 381 Emergency Rulemaking 19 - 30
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ATTACHMENT 4
CivicStone PSA 2021-027
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DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 37
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 38
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 39
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 40
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 41
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 42
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 43
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 44
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 45
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 46
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 47
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 48
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 49
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 50
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 51
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 52
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 53
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 54
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 55
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 56
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 57
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 58
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 59
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 60
DocuSign Envelope ID: 1C781205-53B8-4A4A-B520-0D3CA75EB5EB 19 - 61
ATTACHMENT 5
CivicStone Contract 1st Amendment
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FIRST AMENDMENT TO

AGREEMENT FOR SERVICES
THIS AMENDMENT (“Amendment”) is made and entered into on the 20h day of April, 2022 by and between the CITY OF SOUTH PASADENA (“City”) and CivicStone, LLC. (“Consultant”).

RECITALS
WHEREAS, on March 29, 2021, the City Council authorized the City Manager to execute a contract with CivicStone, LLC to perform the work needed for the City of South Pasadena to determine, prepare, and implement a surplus property acquisition and rehabilitation strategy;
WHEREAS, the Term of the Agreement is through June 30, 2022, with the option to extend upon written agreement of the parties;
WHEREAS, the City and Consultant desire to amend the Scope of Services to incorporate the preparation and coordination for Council approval of the RFQ for Housing Related Entities (HRE) and extend the contract term.

NOW, THEREFORE, THE CITY AND THE CONSULTANT AGREE AS FOLLOWS:

1. PARAGRAPH 3.1 “Scope of Services” is amended by amending the Scope of Services as set forth in Exhibit 1, attached and incorporated by this Amendment.

2. PARAGRAGH 3.4 “Maximum Amount” is amended to read as follows: The highest total compensation and cost payable to Consultant by the City under this agreement. The Maximum Amount under this Agreement is Eighty-Thousand and Eight Hundred and Fifty Dollars ($80,850), which is comprised of Seventy-Five Thousand Dollars ($75,000) for the original Scope of Services; and Five-Thousand and Eight Hundred and Fifty Dollars ($5,850) for the additional scope of work to incorporate additional analysis.

3. PARAGRAPH 3.6 “Termination Date” is amended to read as follows: Until project completion.

4. PROVISIONS OF AGREEMENT. All other terms, conditions, and provisions of the Agreement to the extent not modified by this Amendment, shall remain in full force and effect.
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TO EFFECTUATE THIS AMENDMENT, the parties have caused their duly authorized representatives to execute this Amendment on the dates set forth below. “CITY” “Consultant”
City of South Pasadena CivicStone, LLC
By:___________________________ By: __________________________ Signature Signature
Printed: Arminé Chaparyan Printed: Adam B. Eliason
Title: City Manager Title: Principal_
Date:________________________ Date:________________________ Attest:

By:

Christina Muñoz, Deputy City Clerk
Date: ____________________
Approved as to form:

By:

Andrew Jared, City Attorney
Date: ____________________

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Exhibit 1
Additional Scope of Services
Upon direction by the City, CivicStone, LLC shall prepare and coordinate for Council approval the Request for Qualifications to hire a Housing Related Entity (HRE) regarding the sales and disposition of the Caltrans surplus properties.

The not to exceed amount for this amended service shall be $5,850. 19 - 65