HomeMy WebLinkAbout10. Approve PSA w-JWA Urban Consultants, Inc for Imperial Hwy Strategic Plan Phase 2.III, ,N i
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TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOPME T
DATE: AUGUST 28, 2018
SUBJECT: IMPERIAL HIGHWAY STRATEGIC PLAN, PHASE 2
RECOMMENDATION
That the City Council approve and authorize the Mayor to execute with JWA Urban Consultants
Inc., a Professional Services Agreement to provide consulting services for Phase 2 of the
Imperial Highway Strategic Plan in an amount not to exceed $23,180.
A goal of the City Council throughout the last couple of years, has been to understand future
economic development opportunities within the Imperial Highway corridor, so as to identify the
direction the City should move toward in its revitalization efforts. As such, City staff was directed
to procure the services of an outside consultant to prepare a corridor -specific, economic
development strategic plan containing economic development goals and strategies, as well as,
an implementation plan, outlining the timing, anticipated cost, and potential funding sources. As
such, in July 2016, the City Council approved a Professional Services Agreement ("PSA") with
JWA Urban Consultants Inc. ("JWA") to provide such services.
The development process of the Imperial Highway Strategic Plan ("Plan")involved various
components, including: citizen and business participation interviews; public presentations in
both a community workshop and a Planning Commission meeting; and collection, refinement
and analysis of Census, and Southern California Association of Governments data and
projections, as well as the interpretation of the aforementioned data and its relevance to the
Downey market area and Gateway City region. The information that was analyzed as part of the
Plan identified various goals to revitalize the Imperial Highway corridor, which were followed-up
by strategies, action steps, and performance metrics within the Plan, providing a roadmap for
enhancing economic development and the growth of the corridor.
One of the recommendations made in the Plan was to update key planning and
development/zoning codes. The Plan found that many of the smaller commercial parcels within
the corridor are not ideally configured for development, and are hampered by zoning code
regulations that further reduce the buildable area of parcels, thus reducing the economic
incentive to develop sites on Imperial Highway. As such, staff is recommending that JWA
complete a second phase to the Plan, thereby creating an Overlay Zone for the corridor. The
Overlay Zone would establish development standards and incentives that conventional zoning
IMPERIAL HIGHWAY STRATEGIC PLAN, PHASE
AUGUST 28, 2018
PAGE 2
along Imperial Highway would otherwise limit or prohibit, thereby giving property owners and/or
developers the option to pursue economically viable development alternatives within the
corridor.
Economic Vibrancy
Efficiency & Adaptability
Quality of Life, Neighborhood & Infrastructure
FISCAL IMPACT
JWA is proposing to provide consulting services for Phase 2 of the Plan at a "not to exceed"
cost of $23,180. The funds for these activities are currently budgeted in the Community
Development Department, under account 10-5910-0700.
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Attachment A — Professional Services Agreement
CITY OF DOWNEY
PROFESSIONAL
WITH JWA URBAN CONSULTANTS,
• ' ECONOMIC DEVELOPMENTSTRATEGIC
1. PARTIES AND DATE.
This Agreement is made and entered into this day of _ , 2018 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and JWA_Urban Consultants, Inc., a California Corporation, with its principal place of
business at 609 Deep Valley Drive, Suite #200, Rolling Hills Estates, CA 90274
("Consultant"). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
Consultant desires to perform and assume responsibility for the provision of certain
professional economic development strategic plan services required by City on the terms and
conditions set forth in this Agreement. Consultant represents that it has demonstrated
competence and experience in providing economic development strategic plan services to
public clients, is licensed in the State of California, and is familiar with the plans of City.
City desires to engage Consultant to render such services for Imperial Highway
Economic Development Strategic Plan project ("Project") as set forth in this Agreement.
3. TERMS.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish
to City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional economic development strategic
plan services necessary for the Project ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services
shall be subject to, and performed in accordance with, this Agreement, the exhibits attached
hereto and incorporated herein by reference, and all applicable local, state and federal laws,
rules and regulations.
3.1.2 Term. The term of this Agreement shall be from August 29, 2018 to
August, 31, 2019 unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules
and deadlines. The term of this Agreement may be extended by written amendment to this
Agreement signed by the City Manager and the Consultant.
3.2.1 Control and Pa merit of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding,_ unemployment insurance,
disability insurance, and workers' compensation insurance.
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 the California Public Employees Retirement System (CaIPERS) to be eligible
for enrollment in CalPERS as an employee of 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.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit"A" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide amore detailed schedule of
anticipated performance to meet the Schedule of Services. The parties acknowledge that the
Schedule of Services may be amended by mutual agreement due to changes in
circumstances, including changes in the performance schedules of other third parties
performing work for the City on the Project, which affect the timing of Consultant's
performance of the Services.
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3.2.3 Conformance to Armlicable Re uirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City.
3.2.5 Cit'°s Re resentative. The City hereby designates the City Manager, or
his or her designee, to act as its representative for the performance of this Agreement ("City's
Representative"). City's Representative shall have the power to act on behalf of the City for
all purposes under this Contract. Consultant shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Jack Wong,
President, or his or her designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services, using
his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination_ of Services. Consultant agrees to workclosely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employe . Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub -consultants
who is determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such laws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the applicable indemnification provisions of this Agreement,
from any claim or liability arising out of any failure or alleged failure to comply with such laws,
rules or regulations. Consultant's violation of such laws, rules and regulations shall also
constitute a material breach of this Agreement.
3.2.10 Insurance,
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services or the Project under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has provided
evidence satisfactory to the City that the subcontractor has secured all insurance required
under this section. The City reserves the right to modify these requirements, including limits,
based on the nature of the risk, prior experience with insurer, coverage or other special
circumstances.
3.2.10.2 Minimum Reguirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement, the Services or the Project by the Consultant, its agents,
representatives, employees or subcontractors. Consultant shall also require all of its
subcontractors to procure and maintain the same insurance for the duration of the
Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Jnsurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence
basis including products and completed operations, property damage, bodily injury and
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personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form
Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired)
and 9 (non -owned); and (3) Workers' Compensation Workers' Compensation insurance as
required by the State of California with Statutory Limits; and (4) Employer's Liability
Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) Commercial General Liability (CGL): No less than $1,000,000 per
occurrence for products and completed operations, bodily injury, property damage and
personal and advertising injury. If Commercial General Liability Insurance or other form with
general aggregate limit applies, either the general aggregate limit shall apply separately to
this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability. No less than $1,000,000 per
accident for bodily injury and property damage; and (3) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (4) Employer's Liability: Employer's Liability limits of no less than $1,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in
this subdivision_ 3.2.10.2, the City requires and shall be entitled to the broader coverage
and/or the higher limits maintained by the Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to the
City.
3.2.10.3 Professional: Liabilit Errors & Omissionsl, Consultant
shall procure and maintain, and require its sub -consultants to procure and maintain, for
period of five (5) years following completion of the Services or the Project, errors and
omissions liability insurance appropriate to its profession. Such insurance shall be in an
amount not less than $1,000,000 per occurrence or claim and $1,000,000 in the aggregate,
and shall be endorsed to include contractual liability. If the Consultant maintains broader
coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City
requires and shall be entitled to the broader coverage and/or higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such work,
Services. Project or operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
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excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form
CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if
later revisions are used).
(B) Waiver of S abroga ion. Consultanthereby grants to City a
waiver of any right to subrogation which any insurer of said Consultant may acquire against
the City by virtue of the payment of any loss under said insurance policies set forth herein.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has received a
waiver of subrogation endorsement from the insurer.
(C) ;All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Covera e For any claims related to this
Agreement, the Consultant's insurance coverage shall be primary insurance and primary
coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors,
officials, officers, employees, agents and volunteers. Any insurance or self-insurance
maintained by the City, its directors, officials, officers, employees, agents and volunteers shall
be excess of the Consultant's insurance and shall not be called upon to contribute with it in
any way.
3.2.10.6 'Separation of Insureds; No S ecial Limitations; All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors officials, officers,employees, agents and volunteers.
3.2.10.7 Deductibles and Self Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City. City may
require Consultant to provide proof of ability to pay losses and related investigations, claim
administration and defense expenses and costs within the retention. The policy language
shall provide or be endorsed to provide that the self-insured retention maybe satisfied by
either the named insured or City.
3.2.10.8 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in
California, and satisfactory to the City.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance, including all required amendatory endorsements (or copies
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of the applicable policy language effective coverage required by this provision) and a copy of
the Declarations and Endorsement Page of the Commercial General Liability policy listing all
policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under
this Agreement shall not waive the Consultant's obligation to provide them to the City. The
City reserves the right to require complete, certified copies of all required insurance policies,
including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide
coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Consultant
must purchase extended reporting coverage for a minimum of five (5) years after completion
of the Services under this Agreement.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life-saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways, scaffolds,
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set
forth in Exhibit"B" attached hereto and incorporated herein by reference. The total
compensation shall not exceed TWENTY-THREE THOUSAND ONE HUNDRED AND
EIGHTY DOLLARS AND 00/100 ($23,180.00) without written approval of the City. Extra
Work may be authorized, as described below, and if authorized, said Extra Work will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment' =of Compensation. Consultant shall submit to City a monthly
itemizedstatement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided
since the initial commencement date, or since the start of the subsequent billing periods, as
appropriate, through the date of the statement. City shall, within thirty (30) days of receiving
such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from the City Manager.
3.3.5 Reserved.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine,_ audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
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3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience and without cause by giving written notice to Consultant of such
termination, and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for cause
upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consent of the other party;
Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
Material changes in the conditions under which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. if this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
JWA Urban Consultants Inc.
609 Deep Valley Drive, Suite #200
Rolling Hills Estates, California 90274
Phone: (310) 903-6954
Attn: Jack Wong, President
city:
City of Downey
11111 BrookshireAvenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
An: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3 Qwnershi of'Materals and Confidentialit
3.5.3.1 Documents & Data ,Licensing of Intellectual PMgAy. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents &Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentia&. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
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pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation,; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 A orney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with
counsel acceptable to City), indemnify and hold the City, its officials, officers, employees,
volunteers and agents free and harmless from any and all claims, demands,_ causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any alleged negligent
acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of
the Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys' fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.6.2 Desian Professionals. The provisions of this subdivision
3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the
meaning of California Civil Code section 2782.8(c). If Consultant is a "designprofessional"
within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to
the fullest extent permitted by (including, without limitation, Civil Code sections 2782 and
2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City),
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indemnify and hold harmless City and City's officers, officials, employees, volunteers and
agents from and against any Claim that arises out of, pertains to, or relates to, directly or
indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of
Consultant, any subconsultant, subcontractor or any other person directly or indirectly
employed by them, or any person that any of them control, arising out of Consultant's
performance of any task or service for or on behalf of City under this Agreement. Such
obligations to defend, hold harmless and indemnify City or any City officers, officials,
employees or volunteers shall not apply to the extent that such Claims are caused in part by
the sole active_ negligence or willful misconduct of City or such City officers, officials,
employees, volunteers and agents. Consultant's cost to defend City and/or City's officers,
officials, employees or volunteers against any such Claim shall not exceed Consultant's
proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code
section 2782.8(a), in the event that one or more defendants is unable to pay its share of
defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the
extent Consultant has a duty to indemnify City or any City officers, officials, employees,
volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for
all incidental and consequential damages resulting directly or indirectly, in whole or in part,
from Consultant's negligence, recklessness or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Governina Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 Ci 's Right,to,Empipy Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 Construction;References; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
12
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not workdays. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third' arty Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Sevrabiliy. 1f any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. 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. 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.
3.5.19 Egual-Opportunily EMpIgyment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effector hereinafter enacted.
13
3.5.20 tabor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts, This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict
In the event of any conflict, inconsistency, or incongruity between any provision of this
Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the
provisions of this Agreement will govern and control.
3.6.1 Prior Approval Re uired. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Consultant shall require and verify that all subcontractors maintain
insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement.
14
CITY OF DOWNEY,
t charter city
By: By:
Mayor
Its:
City Clerk
Approved as to Form:'
I
Attorney
123859
eUrbanConsultants,
California Corporation
egal Counsel
15
SCOPE OF i i
Mr. Aldo Schindler
Director of Community Development
CITY OF DOWNEY
11111 Brookshire Avenue
Downey, CA 90241
Re: Proposal for Phase II of the Imperial Highway Corridor Economic Development Strategic Action
Plan: Overlay Zone and Updated Pro Forma
Dear Aldo:
Per your request, I am providing my proposal to complete Phase II of the Imperial Highway Corridor
Economic Development Strategic Action Plan, which entails the completion of an Overlay Zone for
specific parcels, while maintaining the underlying zone, and a pro forma analysis update for an
expanded Site #4 along Imperial Highway in the City of Downey. The proposed Scope of Work for Phase
11 is outlined below.
OVERLAY ZONE.
We will prepare an analysis of development standards that are potential impediments to real estate
development along the Imperial Highway Corridor and develop recommendations for new and/or
modified development standards for the Overlay Zone. We will conduct a two-day field inspection and
analysis of the identified candidate sites for the overlay, following which we will prepare a working
paper identifying the results of our field inspection for discussion with staff. Based upon the meeting
discussions with City staff, JWA will prepare a preliminary set of recommendations for the Overlay Zone,,
We will meet once again with City staff to discuss the proposed set of recommendations in preparation
for the Study Session with the public and Planning Commission. Following the Study Session, we will
meet with City staff to review the comments received and potential impact on the proposed
recommendations. Based upon the Study Session and follow-up discussions with City staff, we will
develop a preliminary set of recommended development standards and incentives for deliberation at
the Planning Commission public hearing and first reading of an ordinance at the City Council public
hearing. Although the initial analysis is conducted at the parcel level, the proposed Overlay Zone
development standards will apply universally to all properties located within the Overlay Zone. We will
utilize the following Table from which to conduct our field analysis of the specific sites identified by City
Staff. The presentation of the Overlay Zone will reflect the findings in the original Economic
Development Strategic Action Plan for the Imperial Highway Corridor. The current underlying zone will
not change.
able 1: Field Inspection and Analysis
Ref Property Owner Sq. Ft. I Current
No. I APN I Zone
I Street Address l'
Problematic
Proposed
Development
Development
Standards
Standards
1
Deliverables.
• Field Analysis (2- 5 hour days)
• Working Paper
• Draft Recommendations
• Draft/Final Zoning language for insertion into Resolution
• Draft/Final Zoning Language for insertion into Ordinance
Meetings.
• Up to three staff meetings
• Attend one Study Session, one Planning Commission, and one City Council meeting
Timeframe.
Complete Field Analysis and Working Paper within 10 days of written authorization and
receipt of Overlay Zone map and parcel information per first four columns in the Table
above
• Complete preliminary recommendations 17 days from written authorization, receipt of
Overlay Zone map, and parcel information
• Complete final recommendations 7 days from receipt of Staff's written comments
regarding the preliminary recommendations in preparation of the Study Session with
the Planning Commission (first Planning Commission meeting to also serve as public
community meeting)
• Complete zoning language for insertion into Resolution 10 days following the Study
Session in preparation for a second meeting with the Planning Commission
• Complete zoning language for insertion into Ordinance 15 days following the second
Planning Commission meeting in preparation for an upcoming City Council meeting
• Complete revisions/updates to draft zoning language for insertion into Ordinance 7 days
following the first City Council meeting in preparation for the second City Council
meeting
The following are the pre -identified public meetings:
• Study Session with Planning Commission: Discussion of the draft Overlay language plus -
Pro -Forma analysis for the expanded Site#4 (Stan Hoffman will not be attending this
meeting)
• Planning Commission to consider and adopt Resolution and environmental assessment
for Overlay Zone
• 15Y Public Hearing at City Council to consider and adopt Ordinance and approve
environmental assessment
• 2nd Public Hearing at City Council (JWA will not be attending)
PRO FORMA UPDATE FOR SITE #4.
We will prepare an updated pro forma analysis to expand Site #4 by adding the Hully Gully restaurant
parcel to the original site that was analyzed. We will reanalyze the enlarged Site #4 and determine the
maximum amount of office square footage, parking and landscaping/amenity improvements for the site
(no residential uses will be analyzed). We will redo only the Site#4 Pro Forma with the additional land
cost, and new office development that can be accommodated on the expanded site. We will use the
same parameters and assumptions as before, except we will get an update of the CoStar office market
F1
data in order to apply the latest market lease rates, vacancy factor, capitalization rates and other market
parameters. The previous market data was from November 2016. Our analysis will prepare a land
residual analysis, based on the above market parameters, that will provide estimates of land value, as in
our previous pro forma analysis.
Deliverables.
-
• Draft/Final pro forma analysis
Meetings.
• One presentation meeting or telephone conversation with City staff to present the
findings and recommendations
• No public meetings are budgeted
Time Frame.
Complete final proforma no later than 3 weeks from date of written authorization
PUBLIC OUTREACH.
The City desires that the Study Session with the Planning Commission to serve as the public outreach
workshop. The City is not requesting a separate public community workshop.
BUDGET.
The proposed budget for the Overlay Zone
is $19,560 and $3,620 for the Pro
Forma. The
combined
budget is $23,180 as shown below.
Jack Wong
John Oshimo
Stanley Hoffman
Jake Cranor
Total
$210/Hr__
$120/Hr
$220/Hr
$100/Hr
Budget
Overlay Zone
Field Analysis
10
10
Working Paper
12
25
Recommendations `
10
8
P.C. Resolution
1
3
C.C. Ordinance
1
6
zoning, language
Meetings
0
0
Staff Meetings (3)
6
6
Study Session (1)
4
6
Planning
4
4
Commission (1)
City Council (1)
4
4
Supplies
0 $100
0
Sub -Total
52 $10,920
72 $8,640
0 0
0
0
$19,560
Proforma
2 $420
0
10 $2,200
$800
$3,420
Supplies
0 $200
0
0 0
0
0
$200
Sub -Total
2 $620
0 0
10 $2,200
0
$800
$3,620
Grand Total
0 $11,540
0 $8,640
0 $2,200
0
$800_
$23,180
RESPONSIBILITIES.
JWA will provide the following:
• Identify development issues and obstacles per parcel as represented in Table 1 above
3
• Develop proposed development standards per parcel as represented in Table 1 above
• Complete working paper of results for discussion with City staff
• Complete Pro -Forma for expanded Site #4 for professional office uses
-
• Complete Overlay Zone text for Planning Commission Resolution and City Council Zoning
Ordinance
• Attend up to three meetings with staff, one Study Session, one Public Hearing with the Planning
Commission, and first reading ata City Council meeting
The City will provide the following:
Background Data and Mapping showing the individual ownership parcels identified as Reference
Numbers, the Property Owner's Name, Assessor Parcel Number and Street Address, square
footage, and Current Zoning for each parcel with the Overlay Zone (Columns 1,2,3, and 4.) This
information is required to initiate the start of the project timeline.
• GIS Mapping
• Environmental assessment and noticing
• Preparing staff reports, ordinance, and public notices to the public and affected property
owners concerning the proposed work and discussions at public meetings- Study Session,
Planning Commission, and City Council meetings
• City is concurrently pursuing the completion of a Bio -Medical Overlay by a different consultant
firm and understands that specific parcels may potentially have both the Imperial Highway
Overlay Zone and the Bio -Medical Overlay. City staff will address these unique situations.
13
MOM
Jack Wong
John Qshimo
Stanley Hoffman
Jake Cranor
Total
$210/Hr
$120/Hr
$22.0/Hr
$100/Hr
Budget
QVerlay Zone
Field Analysis
10
10
Working Paper
12
25
Recommendations,
10
8
P,C, Resolution
1
3
C.C, Ordinance
1
6
zoning language
®®
Meetings
0
0
Staff Meetings (3),
6
6
mm
Study Session (1)
4
6
Planning
4
4
Commission (1)'
-
City Council (1)
4
4
SuppIles
0
$100
Q
Sub -Total
52
$10,920
72 $8,640
00
0
0
$19,560
Pro Forma
2
$420
0
10
$2,200
$800
$3,420
Supplies
0
-$200
0
0
0
0
0
$200
Sub -Total
2
$620
0 0
10
$2,200
0
:$800
$800_
$3,620
Grand Total
0
$11,540
0 640
$8,
0
$2,200
0
$23,180