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HomeMy WebLinkAboutC-6165(A) - MOU and Payment Agreement MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT �j BETWEEN THE CITY OF NEWPORT BEACH AND THE CITY OF ANAHEIM THIS MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT ("Agreement") is made on this 9th day of June, 2015, ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city, located at 100 Civic Center Drive, Newport Beach, California 92660 ("City") and the CITY OF ANAHEIM, 200 S. Anaheim Boulevard, Anaheim California 92805 ("Payor"). RECITALS A. The City and Payor desire to jointly engage GRC ASSOCIATES, INC., ("Consultant") to provide a regional analysis of impediments to Fair Housing Choice and Five (5) Year Fair Housing Action Plan ("Project"), A copy of the May 19, 2015 Professional Services Agreement with Consultant describing the "Work" or "Services" to be performed for the City and Payor shall be attached as Exhibit A to this Agreement, and incorporated herein by reference, once fully executed. B. Besides City, the Project shall serve to benefit the following California cities, each of whom shall reimburse City for City's direct payment to Consultant, according to the terms contained herein: Anaheim, Buena Park, Costa Mesa, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, La Habra, Lake Forest, Mission Viejo, Orange, Rancho Santa Margarita, San Clemente, Santa Ana, and Tustin. C. City shall make direct payments to Consultant upon the Payor's behalf, based upon Payor's respective 2014 population estimate, as more specifically described in Exhibit B to this Agreement, and incorporated herein by reference. NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, the City and Payor mutually agree as follows: 1. TERM 1.1 The term of this Agreement shall commence on the Effective Date and shall terminate on May 31, 2016, unless terminated earlier or extended by written amendment to this Agreement. 1.2 The Project shall take place from June 9, 2015 to May 31, 2016 ("Project Period"), unless extended or reduced by City. 2. COMPENSATION TO CITY 2.1 Payor hereby agrees to their 2014 population estimate and respective payment to City of a percentage of the total cost of Consultant's Services based thereon, as indicated on Exhibit B and incorporated herein by reference. 2.2 Payor shall make a single payment of Thirty Thousand Nine Hundred Fourteen Dollars and No/100 ($30,914.00) to City by no later than June 30, 2015. 2.3 Payor is responsible for their share of actual costs, which may be more than the one-time payment and shall be assessed at the conclusion of the project. Any additional costs beyond the one-time payment shall also be based upon their 2014 population estimate as attached hereto as Exhibit B. 3. CONTRACT ADMINISTRATION Unless otherwise designated in writing, City's Principal Planner, Community Development Department, shall serve as the City's Project Administrator for the payments made under this Agreement. All activities performed under this Agreement shall be coordinated with this person or his/her designee. 4. STANDARD PROVISIONS 4.1 Recitals. City and Payor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 4.2 Compliance with all Laws. Payor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 4.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 4.4 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 4.5 Amendments. This Agreement may be modified or amended only by a written document executed by both Payor and City and approved as to form by the City Attorney. 4.6 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 4.7 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. City of Anaheim Page 2 4.8 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 4.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] City of Anaheim Page 3 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates written below. APPROVED AS TO FORM: CITY AZ�Oj�,�VE 'S O SE Date: l L Y Aa(rA C. Harp City Attorney ATTEST: � � • )5 Date: 0jkil BrownLeilani 1. City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: -,34-L 5:: By: �WA—� Kimberly Brandt, AICP Community Development Director PAYOR: Anaheim- a- �tlfor 'a municipal corporation Date:; Z By: Date: [END OF SIGNATURES] ATTACHMENT: Exhibit A: GRC Associates, Inc. Professional Services Agreement Exhibit B: 2014 City Population Estimate Table City of Anaheim Page 4 EXHIBIT A GRC Associates, Inc. Professional Services Agreement City of Anaheim Page A-1 C-6165 PROFESSIONAL SERVICES AGREEMENT WITH GRC ASSOCIATES, INC. FOR REGIONAL ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING CHOICE AND FIVE YEAR FAIR HOUSING ACTION PLAN THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 19th day of May, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GRC ASSOCIATES, INC., a California corporation ("Consultant"), whose address is 858 Oak Park Road, Suite 280, Covina, California 91724, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide a regional analysis of impediments to Fair Housing Choice and Five (5) Year Fair Housing Action Plan ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on May 31, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Eighty Six Thousand Dollars and 001100 ($186,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 City shall pay Consultant according to the following progress payment schedule: 4.2.1 Forty percent (40%) of the total cost shall be paid to Consultant within thirty (30) days upon submission of both an invoice for the Work or Services performed, and a complete draft Multi-Jurisdictional Analysis of Impediments to Fair Housing Choice for review by the participating jurisdictions. 4.2.2 Twenty percent (20%) of the total cost shall be paid to Consultant within thirty (30) days upon submission of both an invoice for the Work or Services performed, and a complete draft of the Five (5)-year Fair Housing Action Plan for review by the participating jurisdictions. 4.2.3 Thirty percent (30%) of the total cost shall be paid to Consultant within thirty (30) days upon submission of both an invoice for the Work or Services performed, and a complete final draft of the Regional Analysis of Impediments Five (5)- GRC Associates, Inc. Page 2 year Fair Housing Action Plan to HUD for review and approval after approval of the documents by participating jurisdictions. 4.2.4 Ten percent (10%) of the total cost shall be paid to Consultant within thirty (30) days upon submission of: an invoice for the Work or Services performed, and HUD's determination that the Multi-Jurisdictional Analysis of Impediments to Fair Housing Choice and the Five (5)-year Fair Housing Action Plan meets or exceeds current HUD requirements and the Fair Housing Planning Guide issued by HUD. 4.3 Consultant shall submit invoices to City according to the milestones listed in Section 4.2, and invoices shall describe the Work performed in the preceding time period. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. 4.4 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.5 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated John Oshimo to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. GRC Associates, Inc. Page 3 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department, Planning Division. City's Principal Planner or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. GRC Associates, Inc. Page 4 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. GRC Associates, Inc. Page 5 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint-venture or syndicate or co-tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary GRC Associates, Inc. Page 6 of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. GRC Associates, Inc. Page 7 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. 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 to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be bome by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. GRC Associates, Inc. Page 8 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: James Campbell, Principal Planner Community Development Department, Planning Division City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: John N. Oshimo GRC Associates, Inc. 858 Oak Park Road, Suite 280 Covina, CA 91724 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). GRC Associates, Inc. Page 9 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. GRC Associates, Inc. Page 10 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severabilitv. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Egual Opportunity Employment. 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, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts,-each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] GRC Associates, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: 5/22 Date: ti-��`Zo15 , By: By. Aaron C. Ha E ward D. elich City Attorney Mayor ATTEST: 1 CONSULTANT: GRC Associates, Inc., a Date: 6'a3 California c rporation Date: 9�/S By: 44" 1 /< < �*A'" By: V- Leilani I. Brown n Oshimo City Clerk 0jvU�" resident/Secretary h Ci U X �r END OF SIGNATURES] Attachments: Exhibit A— Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C— Insurance Requirements GRC Associates, Inc. Page 12 EXHIBIT A SCOPE OF SERVICES GRC Associates, Inc. Page A-1 Proposal For the City of Newport Beach Regional Analysis of Impediments to Fair Housing Choice and Five-Year Fair Housing Action Plan April 3, 2015 areGRC Associates, Inc. 858 5 Oak Park Road,Suite 280 Covina, CA 91724 rc associates TITLE PAGE Project Title: REGIONAL ANALYSIS OF IMPEDIMENTS TO FAIR HOUSING CHOICE AND 5-YEAR FAIR HOUSING ACTION PLAN Firms: GRC Associates, Inc. 858 Oak Park Road, Suite 280 Covina, CA 91724 Tel: 626.331.6373/Fax: 626.331.6375 Karen Warner Associates, Inc. 882 N. Holliston Ave. Pasadena, CA 91104 Tel: 626.791.5596 City of Newport Beach r Regional Al and 5-Year Fair Housing Action Plan rc associates A. STATEMENT OF QUALIFICATIONS GRC Associates, Inc. Legal Name: GRC Associates, Inc., a California corporation Office Location: 858 Oak Park Road,Ste.280 Covina, California 91724 Tel: 626.331.6373/Fax:626.331.6375 joshimo@grcassoc.com Contact Person: John N.Oshimo, President GRC Associates, Inc. (GRC), a California corporation, is a multi-disciplinary planning firm that has provided professional consulting services to more than 60 cities and public agencies in California for the last 30 years. GRC's office is located in the City of Covina, California and has a staff of four with experience in CDBG and HOME-funded programs. GRC is distinguished by its experience and expertise in all facets of the planning process, from comprehensive, long-range community planning to the development and implementation of specific programs and projects. The firm has prepared General Plan updates, in particular, Housing Elements for numerous cities in California. In addition, GRC has prepared a Five-Year Consolidated Plan, Annual Action Plan and Analysis of Impediments to Fair Housing Choice (AI). Additionally, GRC has helped five southern California cities implement CDBG and/or HOME housing rehabilitation programs by assisting applicants through the loan/grant application and construction process, while working closely with the City's housing coordinators. Currently, GRC is preparing the City of Bakersfield's Five-Year ConPlan, Action Plan, Citizen Participation Plan and Al. Karen Warner Associates Karen Warner Associates, Inc. (KWA) specializes in providing housing policy consulting services to municipal clients. Ms. Warner offers over twenty-five years of experience in preparing a wide range of housing studies including Housing Elements, Consolidated Plans, Analysis of Impediments to Fair Housing Choice (AI), needs assessments, affordable housing strategies, and inclusionary housing studies. She has been involved in preparing over a dozen Als, including for the cities of Burbank, Glendora, Huntington Park, Santa Clarita and Santa Monica, and for the City of Bakersfield which received a "best practices' accommodation from HUD. Ms. Warner is very familiar with Orange County's housing activities, having prepared the City's Affordable Housing Strategy, Consolidated Plan, Analysis of Impediments to Fair Housing Choice, Housing Element and Redevelopment Housing Implementation Plan, as well as maintaining responsibility for oversight of the City's CDBG and HOME programs. Cityof Newport8each l Hegianoi Ai and 5-Year Fair Housing Action Plan Page 1 rc associates Project Team The project will be managed by John N. Oshimo of GRC, with the assistance of Robert Vasquez of GRC, and Karen Warner of KWA. All team members will be available throughout the course of the project. Below is a description of the team's qualifications. GRC %s ori3t?t. lor. John N. Oshlmo, President, will serve as Project Master of Planning— Manager of the project. Mr. Oshimo has more than University of Southern California 37 years of experience in the fields of urban planning, housing, land use and environmental planning in Bachelor of Arts in Geography— California. Recently, Mr. Oshimo served as project University of California, Los manager for updating the City of Arvin General Plan, Angeles which followed the guiding principles of the Sustainable Communities Strategy and Climate Protection Act(5B 375). In the last five years, Mr. Oshimo has managed the preparation of six housing elements and their respective CEQA documentation. Mr. Oshimo also prepared the City of Lakewood's ConPlan, Action Plan and Al, and has been Principal-in-Charge of numerous HOME/CDBG home improvement programs (Costa Mesa, Hesperia, Huntington Beach, Laguna Hills, Stanton). He has prepared CDBG slum/blight surveys for the Cities of Arvin, Gardena and La Mirada, and reviewed and monitored HOME-funded affordable housing projects. Mr. Oshimo currently manages the home improvement phase of the City of Hesperia's CDBG-funded Energy Efficiency Rehabilitation Program, and is currently the Project Manager for the preparation of the City of Bakersfield's Five- Year ConPlan,Action Plan,Citizen Participation Plan and Al. Robert G. Vasquez, Principal, has 25 years of Master in Public experience in housing, economic development and real Administration—Harvard estate. Mr. Vasquez has worked on numerous University CDBG/HOME-related projects, including the Master of Business administration of local rehabilitation loan/grant Administration—Columbia programs, and affordable housing lot acquisition University programs. In addition, he has extensive real estate development consulting experience, including Bachelor of Science— University development feasibility, financial analysis, site of Southern California selection, appraisal reviews and preliminary valuation studies. He prepared numerous affordable housing feasibility studies for cities such as Hesperia, Pomona, Yorba Linda, Lakewood and Gardena to name a few. He prepared housing and economic development studies for the City of Bakersfield, including their Downtown Economic Development Study. Currently, Mr. Vasquez is preparing the Bakersfield's Al. He is also fluent in Spanish and has conducted numerous community meetings in Spanish and has prepared ConPlan surveys in Spanish. City of Newport Beach -1 t �. Page 2 rC associates Bernadette Soledad, Assistant Administrator, assists in the administration and loan processing Bachelor of Arts in Communication phase of the Housing Rehab Program. One of Ms. Arts--De La Salle University, Soledad's key roles at GRC is to process the Manila Huntington Beach RLP, which includes collecting and analyzing the applicants' income, ownership and credit information and determining eligibility, as well as maintaining coordination with applicants, City staff, contractors, escrow, title and loan servicing companies. Recently, Ms. Soledad assisted the City of Santa Ana review and monitor two HOME-funded affordable housing projects. Her background also includes over ten years of experience in customer service and five years of mortgage loan processing. K<ren ;Varner Associates Karen Warner, AICP, is a consultant with over 25 j Master in Urban Planning—University years of experience in providing housing policy i of California, Los Angeles services to municipal clients. Prior to forming KWA in 2002, Ms. Warner worked as a planner in both Bachelor of Arts Degree In the public and private sectors. Private sector Environmental Studies/Business experience over the past 25 years included serving Economics—University of California, as Director of Housing Programs for Santa Barbara Cotton/Bridges/Associates, and as General Plan project manager for Envicom Corporation. Public sector experience included current planning for for the City of Paramount and County of Santa Barbara. As a research assistant for HUD in Washington D.C., Ms. Warner produced a guidebook for local jurisdictions to facilitate mixed-use development. Ms.Warner has served as a conference speaker on housing issues for APA, CRA, HUD, NAHRO, and the League of California Cities. Most recently, she served as a panel member on the "Essential Planning Tools 102" session at the League's 2014 Planning Commissioner's Academy in Burlingame. Lorraine Mendez, Principal of LMA will prepare the Bachelor of Art in Economics with Citizen Participation Plan and assist throughout the minor in Business Administration Consolidated Plan adoption process. Ms. Mendez has administered CDBG and HOME programs for various cities in southern California. She prepared the Annual Action Plan, Five Year Consolidated Plan, Analysis of Impediments and Consolidated Annual Performance Evaluation Report (CAPER) for the City of Huntington Beach and the Action Plan and CAPER for the City of Westminster. In addition, Ms. Mendez prepared the City of Burbank's 2013-2017 Consolidated Plan using the new eCon Planning Suite in the Integrated Disbursement and Information System (IDIS). She has also prepared department protocols and procedures and CDBG and HOME fiscal budgets. CityofNewportaeach Page rc associates Team Experience The projects presented below represent the experience of GRC and KWA: Consolidated Pian, Annual Action Plan, Analysis of Impediments to Fair Housing Choice i City of Lakewood and City of tBakersfie,d (GRC.) GRC assisted the City of Lakewood prepare the Five-Year Consolidated Pian (2010- 2015), the Annual Action Plan for 2010/11 and the Analysis of Impediments for Fair Housing Choice. GRC is currently preparing the 2015-2019 Consolidated Plan and the Analysis of Impediments forthe City of Bakersfield. Consolidated Plan and Analysis of Impediments to Fair Housing Choice i 15 Cities (KWA) Karen Warner has prepared numerous federally mandated housing plans, including over 25 Consolidated Plans and 15 Analysis of Impediments to Fair Housing Choice (AI). Many of these plans have involved extensive community participation and consensus building among divergent stakeholders to establish the community's long- range vision for expenditure of public funds. She completed the 2013-2017 Consolidated Plan for Burbank using HUDs new a-Con Planning Suite, and is currently working with the cities of Westminster, Huntington Beach and Santa Barbara on their 2015-2019 Consolidated Plans. Housing Elements i 100 Citie> i�r4VA) Ms.Warner is a recognized leader in the field of housing elements, having authored over 100 elements throughout the State. She has developed a strong working relationship with the staff at the State Department of Housing and Community Development(HCD) and has an excellent track record in achieving HCD approval. Ms. Warner has gone through several housing element cycles in the SCAG,SANDAG, Kern COG,and ABAG regions,and recently completed Elements for the cities of Sausalito, Mill Valley,San Rafael and Sonoma using the State's new Streamlined Update Template. Other housing element clients include the cities of Beverly Hills, Brea, Huntington Beach, Pasadena,Santa Monica,and Yorba Linda,all of which received HCD approval. Housing Elements i Citiaz of Aevio, G.irdFra, Rosemead anis Indic. (GRO; GRC prepared the 2007-2013 City of Arvin Housing Element and the 2014-2021 Housing Element for the Cities of Gardena, Rosemead and Indio. All the housing elements were adopted and certified by the State within the required time period. Cityo/Newpon8each Page rC associates CDBG Housing Rehabilitation Loan Program 1 City of Huntington Beach (GRC) GRC is currently implementing the City's CDBG-funded Housing Rehabilitation Loan Program. Tasks include review of loan applications, loan processing, coordination of the bid process, work write-up preparation, construction and repair inspection,and processing of progress payments to contractors. Mobile Home Rehabilitation Grant Program ! Uty of W stminster(GRC) GRC provided construction management services for the Westminster Improving Neighborhoods (WIN) Program for single-family homes and Mobile Home Rehabilitation Grant Program. During the first year of the program, GRC completed 100 mobile home grants ($10,000 grants) and 50 single-family home grants ($25,000 grants). CDBG Owner Occupied Housing Rehabilitation Loan Program and Energy Efficiency Rehabilitation Program ` City of Hesperia (GRC) GRC provides construction management services for the City's Housing Rehabilitation Program and Energy Efficiency Rehabilitation Program. GRC's services included: 1) site visit, interview, work write-up; 2) contractor bid package and review of termite reports; and 3) construction management. HOME/CDBG Single-Family Housing Loan and Grant Rehabilitation Program I City of Costa ;Mesa (GRC, GRC helped City staff in implementing the construction phase of the HOME/CDBG Single-Family Housing Loan and Grant Rehabilitation Program. GRC performed the following tasks: initial site inspections; work write-ups; contracts and construction management. Homeowner Rehabilitation and Rebate Program City of Stanton (GRC_) GRC helped in the implementation of the City's housing rehabilitation, rebate, first-time homebuyers and emergency loan programs using Low/Mod Housing Funds. Tasks included: designing and implementing a marketing program; screening applicants and determining eligibility; site inspections and work write- ups; assisting residents in securing bids; and overseeing the construction process. City of Newport Beach - F- , .. F P1.: Page 5 associates B. SCOPE OF WORK Approach The GRC/KWA Team proposes to prepare the Regional Analysis of Impediments to Fair Housing Choice (AI) which includes 16 jurisdictions in Orange County. The proposed Regional Al will include analyses, findings and actions to address potential impediment to fair housing at the regional and local levels. Project Management Scheduling. At the kick-off meeting with City staff, GRC will prepare a detailed work plan that describes the scope of work and highlight the key deliverables and milestones for the preparation, adoption and HUD approval of Al. This schedule will identify the submittal dates of all preliminary draft(City staff review copies), draft and final products, community meetings, public review periods, study sessions and public hearings. Prior to the kick-off meeting, GRC will prepare a list of City documents and information needed for this project. Staff Meetings. To ensure efficient coordination with City staff and a continuous flow of information, GRC will meet with City staff at least once every month, or more frequently as needed to ensure that the time schedule is met. GRC will immediately notify the City of any unanticipated changes to the scope of work resulting from new HUD requirements or significant public comments. Only with written City approval will GRC change the scope. Public Participation GRC, along with City staff, will conduct five (5) subregional shared community meetings. These community meetings will include: 1) northern participating cities in Orange County; 2) central cities; 3)western cities;4)southern cities; and 5)the City of Santa Ana. These meetings will provide the residents, businesses and service providers the opportunity to gain awareness of fair housing laws, and for residents and service agencies to share fair housing issues and concerns. All notices, handout materials and presentations will be prepared by GRC. GRC will send invitation letters to all 16 participating cities, public agencies and service providers, lending institutions, and real estate companies, but especially to those agencies and organization that serve the low/moderate-income and special needs communities. The community meetings will be conducted in English and Spanish by the GRC team and all materials will he available in both languages. Vietnamese translation will be made available at meetings, if necessary. In addition, workshop notices will be published in the local paper and posted on the city websites. Cityof Newport Beach ; Regional Aland 5-rear Fair Housing Action Plan Page 6 ric associates To supplement the community meetings and to assist in further understanding the fair housing issues of each city, a fair housing survey in English, Spanish and Vietnamese will be available to residents, businesses and public agencies in Orange County. The survey will be online on each participating city's website and available in hardcopy. GRC will design the fair housing survey using SurveyMonkeyo. Analysis of impediments to Fair Housing Choice The goal of the Analysis of Impediments to Fair Housing Choice is to conduct a comprehensive examination of the region and each of the 16 cities for the purpose of comparison. The team will examine each city's ability to provide its residents fair housing choices regardless of race, color, religion, sex, disability, familial status or national origin. The AI development process will include the followingtasks: A. Regional and Local Profiles The GRC team will collect, analyze and prepare a descriptive profile of the region and the participating cities. The profile will include demographic, socioeconomic and housing characteristics, trends and projections. The descriptive profiles will include tables, charts and GIS maps. In addition,this task will involve: • Review of the current Regional AI and Als of the four additional cities; • Review of recent Consolidated Plans and Housing Elements; • Census information analysis, especially the most recent American Community Survey(ACS) data. In order to have consistency of information,the same data sources will be used for comparison purposes; • Use of the HUD CPD mapping tool to analyze and illustrate geographic patterns and relationships. The following maps will be prepared and included in the AI's Appendices. ✓ Racial/ethnic concentrations ✓ Low/Moderate income concentrations ✓ Senior households ✓ Family households ✓ Location of public housing ✓ Owner/renter households ✓ Care facilities in relation to Low/Mod areas ✓ Public transit network Describe public housing programs available to low/moderate income residents -- Section 8 Housing Choice Voucher program and Public Housing City of NewportBeach ; Regional Al and S-Year Fair Housing Action Plan Page 7 rc associates program and other community-based programs (emergency shelters, transitional and supportive housing) • Describe the rental and ownership housing market. • Describe the existing and proposed public transit system within each city and the connection to the regional system. B. Mortgage Lending Practices The Team will analyze and describe the lending policies, requirements and practices of financial institutions and the access to home loans for ethnic minorities of all income groups. • Review Home Mortgage Disclosure Act (NMDA) data, including FHA/VA loans, conventional home purchase loans, housing refinance loans and home improvement loans. For each city and the regional as a whole, the following examples of HMDA data will be analyzed. The analysis will be conducted to highlight the frequency and type of loans requested, the approval and denial rates by racial/ethnic groups and by geographic area (census tract level): 1. Disposition of Conventional Home Purchase Loan Applications by Race/ Ethnicity of Applicant 2. Approval/Denial Rates for Conventional Home Purchase Loans by Race/ Ethnicity and Income of Applicant 3. Disposition of Conventional Home Purchase Loan Applications by Top Ten Lending Institutions 4. Comparison of Conventional and Government-Backed Home Purchase Loan Applications 5. Comparison of Conventional Home Purchase Loan Applications by Census Tract 6. Disposition of Conventional Home Improvement Loan Applications by Race/ Ethnicity of Applicant 7. Approval/Denial Rates for Conventional Home Improvement Loans by Race/ Ethnicity and Income of Applicant 8. Comparison of Conventional and Government-Backed Home Improvement Loan Applications 9. Trends of Conventional Mortgage Refinancing Applications by Race of Applicant • Lending activity and loan approvals and denials by census tracts will be mapped using GIS. • Analyze the bank lending practices, and compile data indicating the frequency and amount of those financial institutions lending in Orange County over the last five-year period. City of Newport Beach i Regional A!and 6-Year Fair Housing Action Plan Page 8 rc associates • Conclude whether there are any impediments to fair housing choice found in the programs and practices of private lending institutions and real estate brokers. C. Public Policies and Practices This section will present the various public policies that could influence fair housing choices in each city. After reviewing the General Plan, zoning ordinances, Consolidated Plan and Housing Element of each city, the team will evaluate the potential impediments to fair housing choice and affordable housing development. • Housing Element policies and housing and land use-related policies identified in other elements of the a city's General Plan. All policies should advance the goals of the Civil Rights Act of 1964 and the Fair Housing Act. • Review and assess other barriers for fair housing, including administrative policies affecting housing activities or community development resources for areas of minority concentration and for persons with disabilities. • Review and assess planning and development approval process, including the length of time required,fees and CEQA. • Community representation on planning and zoning boards and commissions. D. Fair Housing Practices • Discuss fair housing practices In the homeownership and rental housing market. • Analyze information on discrimination cases, complaints, findings and actions provided by fair housing services. Information may be obtained from the State Department of Fair Employment and Housing, the federal Fair Housing Enforcement Center, and the City's current fair housing service provider. • Examine fair housing services and the level of outreach available for each city and its residents. • Interview each city's fair housing service provider and the Orange County Housing Authority to assess additional steps being taken to promote fair housing choice,especially Section 8 tenants. E. Action Plan The Action Plan includes a summary of conclusions and findings of potential impediments in each city and the region as a whole. The Action Plan also reviews the progress in implementing action programs identified in the previous Regional Al and the AI's of the four additional cities. Finally, the Action Plan will identify recommendations and implementation programs to address the impediment finds. The Action Plan will include: • Summary of the common problems and barriers to fair housing found in the regional (all 16 cities) and conclusions and impediments identified for specific City of Newport Beach i Regional Al and 5-Year Parr Housing Action Plan Page 9 rCassociates cities. This may include racial/ethnic and income concentrations, housing affordability and public transit accessibility, housing conditions, access to home financing, and fair housing complaints. Evaluate the effectiveness of previous AI actions in eliminating impediments to fair housing. A matrix will be prepared that identifies the previous impediments, previous proposed action, current status (whether the action was implemented and its effectiveness) and a recommendation to carry it forward to this Al. • Finally, the Action Plan will highlight housing impediments identified in this Regional Al, and propose actions and a timeframe for implementation. The proposed actions will be region-wide (all 16 cities)and some will be specific to a city or groups of cities. • Appendix, including all contacts, forum participants, survey sample and tabulation report from the City's fair housing service provider over the last five years,as well as letters from various state and federal agencies. City of Newport Beach ( Regional Ai and 5-Year fair Housing Action Plan Page 10 rC associates C. Project Schedule This project schedule assumes the project will start on May 1, 2015, with completion in September 2015 (five month process). Analysis of Impediments Schedule 5 Community Meetings All within the month of ( John Oshlmo June 2015 Robert Vasquez Karen Warner Regional and Local Profiles May and June John Oshimo Robert Vasquez Mortgage Lending Practices May and June Robert Vasquez Public Policies and Practices June and July John Oshimo Fair Housing Practices i June and July Robert Vasquez Action Plan July and August John Oshimo Karen Warner Public Hearings September i— John Oshimo City of Newport Beach I Regional Al and 5-Year Fair Housing Action Plan Page 11 ru associates D. BUDGET GRC's proposed budget, which includes project management, public participation, and the preparation of the Al, is a not to exceed amount of$186,000. PROJECT COSTS Item Budge, Project Management $12,600 Public Participation $12,700 Regional and Local Profiles $21,100 Mortgage Lending Practices $58,400 Public Policies and Practices $17,100 Fair Housing Practices $25,500 ... . ... . . . .. . ... Action Plan $37,100 Direct Cost $1,500 TOTAL BUDGET ~$186,000 Any additional services outside the scope of work will be first approved by the City and will be billed on a time and material basis. Direct casts for additional services outside the not-to-exceed amount will be billed at our cost plus 20%. Direct costs include printing of documents,purchose of project-related materials,mileage,postage and related costs. City of Newport Beach 1 Regionai AI and 5-Year Fair Housing Action Pian Page 12 GRC Proposal--Cost Budget Regional Analysis of Impediments& 5-Year Fair Housing Action Plan Orange County Entitlement Jurisdictions-l6-Cities Fully Burdened Hourly Sub Task Staff Hours Rate Total Total Project Management J.Oshimo 40 140 5,600 K_Warner24 140 3,360 R.G.Vasquez 24 125 3,000 L Mendez 4 100 400 B.Soledad 4 60 240 Sub-Total 96 $ 12,600 Public Participation J.Oshimo 35 140 4,900 K.Warner 20 140 2,800 R.G.Vasquez 35 125 4,375 L Mendez 4 100 400 S.5oledad 4 60 240 Sub-Total 98 $ 12,700 Regional and Local Profiles J.Oshimo 60 140 8,400 K.Warner 8 140 1,120 R.G.Vasquez 45 125 5,625 L.Mendez 45 100 4,500 B.Selected 24 60 1,440 Sub-Total 182 $ 21,100 Mortgage Lending Practices 1.0shlmo 80 140 11,200 K.Warner 24 140 3,360 R.G.Vasquez 320 125 40,000 L.Mendez 24 100 2,400 B.5oledad 24 60 1,440 Sub-Total 472 $ 58,400 Public Policies and Practices 1.0shimo 75 140 10,500 K.Warner 12 140 1,680 R.G.Vasquez 20 125 2,500 L Mendez 12 100 1,200 B.5oledad 20 60 1,200 Sub-Total 139 $ 17,100 Fair Housing Practices J.Oshimo 100 140 14,000 K.Warner 40 140 5,600 R.G.Vasquez 20 125 2,500 L Mendez 20 100 2,000 B.5oledad 24 60 1,440 Sub-Total 204 $ 25,500 Action Plan 1.Oshimo 100 140 14,000 K.Warner 80 140 11,200 R.G.Vasquez 60 125 7,500 L.Mendez 30 100 3,000 B.5oledad 24 60 1,440 Sub-Total 294 $ 37,100 Direct Costs $ 1,500 Grand Total 1,485 $ 186,000 EXHIBIT B SCHEDULE OF BILLING RATES GRC Associates, Inc. Page B-1 rcassociates Exhibit B Project Team Hourly Rates Project Staff GRC Associates, Inc. John N. Oshimo $140 Robert G.Vasquez $125 Bernadette Soledad $60 Karen Warner Associates,Inc. Karen Warner $140 Lorraine Mendez and Associates Lorraine Mendez $100 City of Newport Beath J Regional Af and 5-Year Fair Housing Action Plan Exhibit B EXHIBIT C INSURANCE REQUIREMENTS— PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. GRC Associates, Inc. Page C-1 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform GRC Associates, Inc. Page C-2 Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limitinq. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for 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. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. GRC Associates, Inc. Page C-3 EXHIBIT B 2014 Population Estimate Table City of Anaheim Page B-1 Entitlement Cities 2014 Population GRC Proposal County/ City Estimate Percent of Total $186,000 Anaheim 348,305 16.6% $ 30,914.00 Buena Park 82,344 3.9% $ 7,308.49 Costa Mesa 111,846 5.3% $ 9,926.95 Fountain Valey 56,702 2.7% $ 5,032.62 Fullerton 140,131 6.7% $ 12,437.40 Garden Grove 173,953 8.3% $ 15,439.29 Huntington Beach 195,999 9.4% $ 17,396.00 La Habra 61,717 2.9% $ 5,477.73 Lake Forest 79,139 3.8% $ 7,024.02 Mission Viejo 95,334 4.5% $ 8,461.42 Newport Beach 86,874 4.1% $ 7,710.55 Orange 139,279 6.6% $ 12,361.78 Rancho Santa Margarita 48,834 2.3% $ 4,334.29 San Clemente 64,874 3.1% $ 5,757.93 Santa Ana 331,953 15.8% $ 29,462.67 Tustin 78,360 3.7% $ 6,954.88 Total Participating 2,095,644 100% $ 186,000.00 Population source: http://www.d of.ca.gov/research/demographic/reports/esti mates/e-5/2011-20/view.ph p