HomeMy WebLinkAboutANAHEIM, CITY OF (5)City of Santa Ana
Clerk of the Council
AGREEMENT TERMINATION FORM
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V^X\ MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT
BETWEEN THE CITY OF ANAHEIM AND
THE CITY OF SANTA ANA
THIS MEMORANDUM OF UNDERSTANDING AND PAYMENT AGREEMENT
("Agreement") is made on this 4T" day of August, 2019, ("Effective Date") by and between
the CITY OF ANAHIEM, a California municipal corporation and charter city, located at
201 S. Anaheim Blvd. Suite 1003 Anaheim, California 92805 ("City") and the CITY OF
SANTA ANA, a California municipal corporation and charter city organized underthe laws
of the State of California ("Payor").
RECITALS
A. The City and Payor desire to jointly engage Lawyers' Committee for Civil Rights
under Law ("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 August 1, 2019 Professional Services Agreement with Consultant
describing the "Scope of Work" to be performed for the City and Payor is
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: Aliso Viejo, Anaheim, Buena Park,
Costa Mesa, Fountain Valley, Fullerton, Garden Grove, Huntington Beach,
Irvine, La Habra, La Palma, Laguna Niguel, Lake Forest, Mission Viejo,
Newport Beach, Orange, Rancho Santa Margarita, San Clemente, San Juan
Capistrano, Santa Ana, Tustin, Westminster, County of Orange (jurisdictions
include: Brea, Cypress, Dana Point, Laguna Beach, Laguna Hills, Laguna
Woods, Los Alamitos, Placentia, Seal Beach, Stanton, Villa Park, Yorba Linda
and all unincorporated areas).
C. City shall make direct payments to Consultant upon the Payor's behalf, based
upon Payor's respective State of California Department of Finance 2019
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:
TERM
1.1 The term of this Agreement shall commence on the Effective Date and shall
terminate on April 30, 2020 unless terminated earlier or extended by written amendment
to this Agreement.
1.2 The Project shall take place from September 1, 2019 to April 30, 2020
("Project Period"), unless extended or reduced by City.
2. COMPENSATION TO CITY
2.1 Payor hereby agrees to their 2019 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 Fifteen Thousand Seven Hundred
Nineteen Dollars and 92/100 ($15,719.92) to City by no later than October 18, 2019.
2.3 The City will make payments directly to the Consultant upon successful
completion of the "Scope of Work" as described in Exhibit A and based upon the following
schedule.
1. Forty percent (40%) of the total compensation to be paid to Consultant will be paid
upon submission of a complete draft Regional Al for review.
2. Twenty percent (20%) of the total compensation to Consultant will be paid upon
the submission of a complete draft 5-year Fair Housing Action Plan for review.
3. Thirty percent (30%) of the total compensation to Consultant will be paid upon
submission of a complete final draft of both the Regional Al 5-year Fair Housing
Action Plan to the City for review and approval.
4. Ten percent (10%) of the total compensation to Consultant will be paid upon the
participating jurisdictions determination that the work product meets or exceeds
current HUD requirements and the Fair Housing Planning Guide issued by HUD.
3. CONTRACT ADMINISTRATION
Unless otherwise designated in writing, City's Project Manager, Albert Ramirez,
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
City of Santa Ana Page 2
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.
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 Santa Ana Page 3
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Leonie Mulvihill /f a (7 lh
Deputy City Attorney
134662
CITY OF ANAHEIM,
a California municipal corporation
Date:
By:
John E. Woodhead
Community & Economic Development
Director
ATTEST: PAYOR: CITY OF SANTA ANA
Date: a California municipal corporation and
charter city
Date:!/��7Q1�
By:
Theresa Bass
City Clerk
APPROVED AS TO FORM:
Sonia ary ho
City +yl
By:
By:
Kriarina Ridgy
City Manager
ATTEST:
Date:
Ryan 0 ' Hb e By:
Assi t nt dg{{�[kty Attorney Daisy Gomez
RECOMMEID FOR APPROVAL: Clerk of the Council
By:
Steven Mendoza
Executive Director (END OF SIGNATURES Community Development
Agency
ATTACHMENT: Exhibit A: Professional Services Agreement
Exhibit B: 2019 City Population Estimate Table
Return ORIGINAL
Executed Copy to COTC
(M-301T11)
City of Santa Ana Page 4
Professional Services Agreement
City of Santa Ana Page A-1
EXHIBIT B
2019 Population Estimate Table
City
2019
Population
Estimate
Percent
of Total
Aiiso Viejo
51,372
1.6%
Anaheim
359,339
11.2%
Buena Park
83,384
2.6°%
Costa Mesa
115,830
3,6%
Fountain Valley
56,652
1.8%
Fullerton
142,824
4.4%
Garden Grove
175,155
5.4%
Huntington Beach
203,761
6.3%
Irvine
280,202
8.7%
Laguna Niguel
66,748
2.1%
La Habra
63,542
2.0%
Lake Forest
86,34 61
2.7°%
La Palma
15,820
0.5%
Mission Viejo
96,434
3.0%
Newport Beach
87,180
2.7%
Orange
141,691
4.4%
Rancho Santa Margarita
48,960
1.5%
San Clemente
65,405
2.0%
San Juan Capistrano
36,821
1.1%
Santa Ana
337,716
10.5%
Tustin
81,369
2.5°%
Westminster
92,610
2.9%
County of Orange
533,337
16.6°%
Balance of County (129,128)
Brea (45,606)
Cypress (49,833)
Dana Point (34,249)
Laguna Beach (23,358)
Laguna Hills (31,672)
Laguna Woods (16,518
Los Alamitos (11,721)
Placentia (52,333)
Seal Beach (25,073)
Stanton 39,307
Villa Park (5,933)
Yorba Linda (68,706)
Total
3,222,498
100.0%
Source:
M>�71www dof ca eov/ForecastinalDemopraphicslEstimatesle-1j
City of Santa Ana Page B-1
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TABLE OF CONTENTS
Page
Section 1. Status of Parties ................... ......... ...............................
ill city ...... ....... ......... .... ..... ...... ......... .................. ............
1.2 Consultant ............. ...................................... ............ ......... ...........
2.6 Nondiscrimination .............................................................. 3
2.7 Familiarity with Work... ....................... ............... .................................. ............ 3
2.8 Additional Services ........................ ............. ............ .............. 3
Section3. Term....................................................................................................................... 3
Section 4. Compensation._, .... ...... . ....... ...................................... .............. __ ...... .... _ --- I
4.1
Amount of Compensation .... ......................... ............ 3
....... ..... ..........
....... .....
Section 5.
Coordination of Services__ ..... ................. ................... ..........
5.1
Representative of City .......... _ .... ... ......... .... ..........................
_3
......... _ 3
5.2
Representative of Consultant,, ....... _ .................. ............... ........
................ 4
5.3
Prohibition Against Subcontracting and Assignments .. ........... ....................
_.4
SAIndependent
Contractor ....... ___ ................................. _ ............
..... ___ ...... 4
Section6.
Insurance and Indemnification ... ...... ..........
... ..................................... 4
6.1
Insurance ........ ...................................... ....... ........
__ ......... 4
6.2
Indemnification ........... ........ ..... _ ............. __ ..........................
7
Section7.
Enforcement of Agreement . ......... . ....................................
.......................... 7
7.1
Events of Default .... ......... ...... .... ........... .............
. ........ 7
7.2
Immediate Termination for Consultant's Default ...................................................
8
7.3
Termination Without Cause......._ ...... ......... ....... ................
8
7.4
Attorneys' Fees
.......................
............ _ ... __ .... ........ ........... __ ...............
............. ____ ... . ... 8
Section S.
Use and Ownership of Documents and Data...................................................... 8
MData
to be Furnished by City .......... ..... ........ .................... __ ................. ...
. 8
8.2
Ownership of Documents .... . ........ ...... .....................................
8
.............. _ .......
Section9.
Miscellaneous Provisions__, ...... .........................................................
9
9.1
Waiver . ......... ....... ... ................... ......... ..... __ ........ ......
9
9.2
Notices ....... ................ ................ _ ... _ .....................
9
9.3
Relationship of Parties... .................................................. ........................
9
9.4
.........
No Third Party Rights_
9.5
..... .................................. ........ ... . ........ ......
Non -Liability of Members, Officials and Employees of the City ........................
10
10
9.6
Controlling Law . ... ...... .... __ .... ..................
10
9.7
......... ___
Time of the Essence .... ....................... __ ................... ....... .... _ ...........................
10
9.8
Remedies Cumulative ............ .............. __ .... ........ ................ __ .... _ .............
10
9.9
...
Effect of Invalidity ... ........ ............ _ ......... __ .............. ................ ____ ......... _
10
9.10
Successors and Assigns, ............ __ ........ _ ..... _ ...... ___ ............... ......... ..............
1()
9.11
Entire Agreement .... _ ....... ..... __ ........... ............... ................ ___ .....................
11
9,12
Authority..... ......................... .............................. __ ..... ... I__ ..............
11
9,13
Conflicts of Interest ... .......... ............... ___ .....................
11
914
Time for Acceptance of Agreement by City ........................................................
12
9.15 Conflicts or Inconsistencies...
.__:1M
Exhibit A Scope of Services
Exhibit B Schedule of Compensation
.......... 12
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SER`710ES AGREEMENT (this "Agreement') is made and
entered into as of August 1, 2019 (the "Effective Date"), by and between
CITY OF ANAHEIM, a public body, corporate and politic (the "City"),
A
N
D
LAWYERS' COMMITTEE FOR CIVIL RIGHTS UNDER LAW, a non-profit
organization (the "Consultant').
A. The City, as well as other participating cities in Orange County, participate in
programs funded by the United States Department of Housing and Urban Development ("HUD").
HUD has established requirements for all participating cities that receive federal assistance to
affirmatively further fair housing and engage in fair housing planning.
& The City intends to satisfy HUD requirements by conducting an Analysis of
Impediments to Fair Housing Choice commencing with the 5-year Consolidated Plan that will
cover the 2020-2024 program years.
C. The City desires to retain Consultant in order to conduct the Analysis of
Impediments to Fair Housing Choice (the "Services").
E1. The City and Consultant (each, a "Party" and jointly, the "Parties") desire to enter
into an agreement pursuant to which the Consultant will provide the Services as requested by the
City.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS CONTAINER HEREIN, THE CITY AND
THE CONSULTANT AGREE AS FOLLOWS:
Section 1. Status of Parties.
1.1 City. The Consultant acknowledges that the City is a municipal corporation formed
and operating pursuant to a freeholders charter.
1.2 Consultant. Consultant represents that Consultant is non-profit organization,
formed and in good standing under all applicable laws,
Section 2. Services of Consultant
2.1 Scope of Services, In compliance with all of the terms and conditions of this
Agreement, Consultant shall provide the Services, as more fully set forth in the "Scope of
Services", which is attached hereto as Exhibit A and incorporated herein by this reference (the
"Services"), Consultant represents and warrants that all Services to be provided hereunder shall
be performed in a competent, professional and satisfactory manner in accordance with the
standards prevalent in the industry for such Services.
2,2 The Contract Documents and Order of Precedence. The contract documents
consist of this document, the RFP and the Proposal, The RFP and the Proposal are deemed to be
a part of this Agreement by reference.. In the event of any inconsistencies, discrepancies or
conflicts among or between any of the contract documents which make tip this Agreement, the
following shall control;
(a) Any duly executed amendment to this Agreement, with execution date to
control as between conflicting amendments such that the more recent amendment
shall govern all those prior;
(b) This Agreement (including the Exhibits);
(c) The RFP; and, then,
(d) The Proposal,
2.3. Time for Performance, Time is of the essence in the performance of this
Agreement. Consultant shall perform and complete all services as may be requested pursuant to
Section 2.2 hereof in a timely and expeditious manner, Consultant shall perform such services in
accordance with those schedules whicb Consultant and the City may mutually agree to as to any
particular study, job or analysis.
Consultant shall not be responsible for delays caused by circumstances beyond its
reasonable control, provided that Consultant has delivered to the City written notice of the cause
of any such delay within ten (10) days of the occurrence of such cause.
2.4. Compliance with Law. All services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of
Anaheim and any Federal, State or local governmental City of competent jurisdiction.
2.5. Licenses, Permits, Fees and Assessments, Consultant shall obtain, at Consultant's
solo cost and expense, such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement Consultant shall have the sole obligation
to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be
imposed by law and which arise from or are necessary for the performance of the Services required
by this Agreement
2.6 Nondiscrimination. Consultant agrees not to discriminate against any person or
class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry or
national origin in its provision of services. To the extent this Agreement provides that Consultant
offer accommodations or services to the public, such accommodations or services shall be offered
by Consultant to the public on fair and reasonable terms.
2.7 Familiarity with Fork. By executing this Agreement, Consultant represents and
warrants that Consultant (i) has thoroughly investigated and considered the Services to be
performed, (ii) has carefully considered how the Services should be provided, and (iii) fully
understands the facilities, difficulties and restrictions attending the provision of the Services under
this Agreement. Should the Consultant discover any latent or unknown conditions materially
differing from those inherent in the provision of such Services or as represented by the City,
Consultant shall immediately inform the City of such fact and shall not proceed except at
Consultant's risk until written instructions are received from the City.
2.8 Additional Services, Consultant shall provide Services in addition to those
specified in the Description of Services when directed to do so in writing by the City, provided
that Consultant shall not be required to provide any such additional Services without
compensation.
Section 3. Term.
The term of this Agreement shall commence on August 1, 2019 and shall terminate on
April 1, 2020, unless sooner terminated as provided herein ("Initial Term"). The Director is hereby
authorized to renew this Agreement upon the same terms and conditions for no more than two (2)
additional one year terms after the Initial Term ("Renewal Term"), unless CONSULTANT
provides written notice of termination no less than thirty (30) days prior to completion of the term
in progress; provided however, that compensation rates may be adjusted during the renewal of
each subsequent term (hereinafter the phrases "Initial Term" and "Renewal Term;" if any, shall be
collectively referred to as the "Tezm").
Section 4. Compensation.
4.1 Amount of Compensation. It is understood by and agreed between the parties to
this Agreement that full and complete payment for all Services provided in accordance with this
Agreement, including sub -consultant fees, if any, and reimbursable expenses, shall not exceed One
Hundred Fifty Thousand Dollars ($150,000.00) ("Maximum Compensation"), without the prior
written authorization of City. City agrees to pay, and Consultant agrees to accept, as full
compensation for Consultant's services, compensation at the as -hewn on Exhibit B attached hereto
and incorporated by this reference herein.
Section 5. Coordination of Services.
5.1 Representative of City. The City's Director of Community and Economic
Development, or such person's designee, (the "Director") shall represent the City in all matters
pertaining to this Agreement, Whenever a reference is made herein to an action or approval to be
undertaken by the City, the Director is authorized to act unless this Agreement specifically
provides otherwise or the context should otherwise require.
51 Representative of Consultant. Diane Glauber is hereby designated as being the
principal and representative of Consultant authorized to act on Consultant's behalf with respect to
the services and work to be provided hereunder and make all decisions in connection therewith,
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principal are a substantial inducement for the City to enter into this Agreement.
Therefore, the foregoing principal shall be responsible during the Term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
provision of Services hereunder, The foregoing principal may not be changed by Consultant and
no other personnel may be assigned to supervise the Services to be provided hereunder without
the express written consent of the City.
53 Prohibition Against Subcontracting and Assignments. Neither the whole nor
any interest in, nor any of the rights or privileges granted under this Agreement shall be assignable
or transferable or encumbered in any way without the prior written consent of City. Any such
purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such
consent shall be void as to City. This is a personal services contract and the Consultant was chosen
on the basis of characteristics unique to the Consultant. City shall have the right to unreasonably
or arbitrarily withhold its consent to any such assignment, transfer, encumbrance, pledge, subuse,
or permission.
5.4 Independent Contractor, Consultant and any agent or employee of Consultant
shall act in an independent capacity and not as officers or employees of City. City assumes no
liability for Consultant's actions and performance, not assumes responsibility for taxes, bonds,
payments, or other commitments, implied or explicit, by or for Consultant, Consultant shall not
have authority to act as an agent on behalf of City unless specifically authorized to do so in writing.
Consultant acknowledges that it is aware that because it is an independent contractor, City is
making no deduction from any amount paid to Consultant and is not contributing to any fund on
its behalf. Consultant disclaims the right to any fee or benefits except as expressly provided for in
this Agreement,
As respects all acts or omissions of Consultant relating to Consultant's responsibility for
taxes, bonds, payments, or other commitments, implied, or explicit, by or for Consultant, the
Consultant agrees to indemnify, defend (at the City's option), and hold harmloss the City, its
officers, agents, employees, representatives, and volunteers from and against any and all claims,
demands, defense costs, liability, or consequential damages of any kind or nature arising out of or
in connection with the Consultant's performance or failure to perform under this Section,
Section 6. insurance and Indemnification.
6.1 Insurance, Without limiting City's right to indemnification, it is agreed that
Consultant shall secure prior to commencing any activities under this Agreement, and maintain
during the Term of this Agreement, insurance coverage as set forth in this Section 6.1.
6.1.1 Required Insurance Coverage. Consultant shall secure and maintain the
following insurance coverage:
(a) Workers' Compensation Insurance as required by California statutes for the
protection of its employees during the progress of the performance of
Services hereunder;
(b) Comprehensive General Liability Insurance or Commercial General
Liability Insurance, including coverage for Premises and Operations,
Contractual Liability, Personal Injury Liability, Products/Completed
Operations Liability, and Independent Contractor's Liability, in an amount
of not less than One Million Dollars ($1,000,000.00) per occurrence,
combined single limit, written on an occurrence basis;
(c) Comprehensive Automobile Liability coverage, including - as applicable -
owned, non -owned and hired autos, in an amount of not loss than One
Million Dollars ($1,000,000.00) per occurrence, combined single limit,
written on an occurrence basis. If consultant owns no vehicles, this
requirement may be satisfied by a non -owned auto endorsement to the
general liability policy described above. If Consultant or Consultant's
employees will use their personal automobiles in any way in performing
Services, Consultant shall provide evidence of personal automobile liability
coverage for each such person upon request; and
(d) When the law establishes a professional standard of care for the
Consultant's Services, Professional Liability Insurance coverage in an
amount of not less than One Million Dollars ($1,000,000.00). Consultant
shall maintain such coverage for at least one (1) year after the termination
of this Agreement.
The Director, with the consent of the City's Risk Manager, is hereby authorized to waive
or reduce the requirements set forth above in the event the Director determines that such waiver or
reduction is in City's best interest.
6,1.2 Required Clauses in Policies. Each policy of general liability insurance
required by this Agreement shall contain the following clauses:
"This insurance shall not be canceled, or allowed to lapse without at
least ten (10) days' prior written notice to the City Clerk of the City
of Anaheim, 200 S, Anaheim Boulevard, Anaheim, CA 92805. "
"It is agreed that any insurance maintained by the Consultant
pursuant to this Agreement shall be primary to, and not contribute
with any insurance or self-insurance maintained by the City of
Anabeim."
"The City of Anaheim, its officials, agents, employees,
representatives, and volunteers are added as additional insureds as
respects operations and activities of, or on behalf of the named
insured, performed under contract with the City of Anaheim."
Consultant hereby agrees to waive subrogation which any insurer of the Consultant may
acquire from the Consultant by virtue of the payment of any loss. Consultant agrees to obtain any
endorsement that may be necessary to effect this waiver of subrogation.
6.1.3 Required Certificates and Endorsements. Prior to commencement of any
work under this Agreement, the Consultant shall deliver to City (i) insurance
certificates confirming the existence of the insurance required by this Agreement,
and including the applicable clauses referenced above, and (ii) endorsements to the
above -required policies, which add to these policies the applicable clauses
referenced above. Such endorsements shall be signed by an authorized
representative of the insurance company and shall include the signator's company
affiliation and title. Should it be deemed necessary by City, it shall be the
Consultant's responsibility to see that City receives documentation, acceptable to
City, which sustains that the individual signing such endorsements is indeed
authorized to do so by the insurance company. Also, City reserves the right at any
time to demand, and to receive within a reasonable time period, certified copies of
any insurance policies required under this Agreement, including endorsements
effecting the coverage required by these specifications.
Except for professional liability insurance coverage that may be required by this
Agreement, all insurance maintained by Consultant shall be issued by companies admitted to
conduct the pertinent line of insurance business in the State of California and having a rating of
Grade A or better and Class VII or better by the latest edition of Bests Key Rating Guide. In the
case of professional liability insurance coverage, such coverage shall be issued by companies
either licensed or admitted to conduct business in the State of California so long as such insurer
possesses and aforementioned Best's rating.
Consultant shall immediately notify the Director if any required insurance lapses
or is otherwise modified and cease performance of this Agreement unless otherwise directed by
the Director. In such a case, the City may procure insurance or self -insure the risk and charge
Consultant for such costs and any and all damages resulting therefrom, by way of set-off from any
sums owned Consultant,
Consultant agrees that in the event of loss due to any of the perils for which it has
agreed to provide insurance, Consultant shall look solely to its insurance for recovery, Consultant
hereby grants to the City, on behalf of any insurer providing insurance to either the Consultant or
to the City with respect to the services of Consultant herein, a waiver of any right to subrogation
7which any such insurer of said Consultant may acquire against the City by virtue of the payment
of any loss under such insurance.
6.1.4 Remedies for Default Re: Insurance. In addition to any other remedies
City may have if the Consultant fails to provide or maintain any insurance policies
or policy endorsements to the extent and within the time herein required, City may,
at its sole option;
(a) Obtain such insurance and deduct and retain the amount of the premium for
such insurance from any sums due under this Agreement;
(b) Order the Consultant to stop work under this Agreement and/or withhold
any payment(s) which become due to the Consultant hereunder until the
Consultant demonstrates compliance with the requirements hereof; or
(c) Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies
City may have and is not the exclusive remedy for the Consultant's failure to maintain insurance
or secure appropriate endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to
which the Consultant may be held responsible for payment of damages to persons or property
resulting from the Consultant's or its subcontractor's performance of the work covered under this
Agreement,
6.2 Indemnification, As respects acts, errors or omissions in the performance of
professional services under this Agreement, the Consultant agrees to indemnify and hold harmless
the City, its officers, agents, employees, representatives and volunteers from and against claims;
demands, defense costs, liability or consequential damages arising directly out of the Consultant's
negligent acts, errors or omissions in the performance of its professional services under the terms
of this Agreement or those of Consultant's subcontractors or anyone for whom Consultant is
legally liable,
As respects all acts or omissions which do not arise directly out of the performance of
professional services, including but not limited to those acts or omissions normally covered by
general and automobile liability insurance, the Consultant agrees to indemnify, defend (at City's
option), and hold harmless the City, its officers, agents, employees, representatives, and volunteers
from and against claims, demands, defense costs, liability, or consequential damages arising out
of or in connection with the Consultant's (including Consultant's employees, representatives,
subcontractors or anyone for whom Consultant is legally liable) performance or failure to perform
under this Agreement; excepting those which arise out of the sole negligence of City,
Section 7. Enforcement of Agreement.
7.1 Events of Default. For purposes of this Section 7, the word "17efauh" shall mean
the failure of Consultant to perform any of Consultant's dudes or obligations or the breach by
Consultant of any of the terms and conditions set forth in this Agreement, In addition, Consultant
shall be deemed to be in Default upon Consultant's (i) application for, consent to, or suffering of,
the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets, (ii)
making a general assignment for the benefit of creditors, (iii) being adjudged bankrupt, (iv) filing
a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement,
reorganization or insolvency law (unless in the case of an involuntary petition, the same is
dismissed within thirty (30) days of such filing), or (v) suffering or permitting to continue unstayed
and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or
a substantial portion of Consultant's assets or of Consultant's interests hereunder.
City shall not be deemed to be in Default in the performance of any obligation required to
be performed by City hereunder unless and until City has failed to perform such obligation for a
period of thirty (30) days after receipt of written notice from Consultant specifying in reasonable
detail the nature and extent of any such failure; provided, however, that if the nature of City's
obligation is such that more than thirty (30) days are required for its performance, then City shall
not be deemed to be in Default if City shall commence to cure such performance within such thirty
(30) day period and thereafter diligently prosecute the same to completion.
7.2 Immediate Termination for Consultant's Default. In the event of any Default
by Consultant, City may immediately terminate this Agreement. Such termination shall be
effective immediately upon receipt by Consultant of written notice from City. In such event,
Consultant shall have no further rights hereunder; City shall have all other rights and remedies as
provided by law.
7.3 Termination Without Cause. Either City or Consultant may terminate this
Agreement at any time without the necessity of cause or Default by the other Party by giving
fifteen (15) days' notice in writing to the other Party. In such event, the Parties shall have no
further rights hereunder, except that Consultant shall be paid for all Services rendered prior to such
termination,
7.4 Attorneys' Fees. City and Consultant agree that in the event of litigation to enforce
this Agreement or terms, provisions and conditions contained herein, to terminate this Agreement,
or to collect damages for a Default hereunder, the prevailing party shall be entitled to all costs and
expenses, including reasonable attorneys' fees, incurred in connection with such litigation.
Section 8. Use and Ownership of Documents and Data.
8A Data to be Furnished by City. City shall furnish to Consultant such documents
and materials as may be relevant and pertinent to the provision of Services hereunder as City may
possess or acquire.
8.2 Ownership of Documents. All documents and materials famished by the City to
Consultant pursuant to Section 8.1 hereof shall remain the property of the City and shall be
returned to the City upon termination of this Agreement. All documents and materials prepared
by Consultant hereunder shall become the property of the City at the time of payment to Consultant
of all fees and expenses for their preparation, and shall be delivered to the City by Consultant at
the request of the City. The documents and materials prepared by Consultant hereunder shall not
be used by the City or others, except for the purpose for which they were intended. The City agrees
not to associate Consultant's name with any documents or materials not prepared by Consultant.
Section 9, Miscellaneous Provisions.
9.1 'Waiver, Inaction by City or Consultant with respect to a Default hereunder shall
not be deemed to be a waiver of such Default. The waiver by either City or Consultant of any
Default hereunder shall not be deemed to be a waiver of any subsequent Default.
9.2 Notices. All notices, demands or other writings to be made, given or sent
hereunder, or which may be so given or made or sent by either City or Consultant to the other shall
be deemed to have been }Liven when in writing and personally delivered or if mailed on the third
(3rd) day after being deposited in the United States mail, certified or registered, postage prepaid,
and addressed to the respective Parties at the following addresses:
If to City: City Clerk
200 S. Anaheim Boulevard, 2nd Floor
City of Anaheim
Anaheim, California 92805
FAX No. (714) 765-4105
With copies to: John Woodhead, Director
Community and Economic Development Department
City of Anaheim
201 S, Anaheim Boulevard, 1 Oth Floor
Anaheim, California 92805
FAX No. (714) 765-4630
City Attorney
City of Anaheim
200 S. Anaheim Boulevard, 3rd Floor
Anaheim, California 92805
FAX No, (714) 765-5123
To Consultant: Lawyers' Committee for Civil Rights Under Law
1500 K Street, NW Ste 900
Washington, DC 20005
FAX No. (202) 783-0857
Telephone No.: (202) 662-8600
Attention: Diane Glauber, Director
9.3 Relationship of Parties. Nothing contained herein shall be deemed or construed
by the Parties, nor by any third party, as creating the relationship of principal and agent or of
partnership or of joint venture between the Parties, it being understood and agreed that Consultant
is and will be at all times an independent contractor pursuant to this Agreement and shall not, in
any way, be considered to be an officer, agent or employee of the City.
9
9.4 No Third Party Rights. The Parties intend that no rights nor remedies be granted
to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or
undertaking established herein.
9.5 Nan -Liability of Members, Officials and Employees of the City. No member,
official or employee of the City shall be personally liable to Consultant, or any successor in
interest, in the event of any Default or breach by the City or for any amount which may become
due to Consultant or Consultant's successors, or on any obligation under the terms of this
Agreement. Consultant hereby waives and releases any claim Consultant may have against the
members, officials or employees of the City with respect to any'Default or breacb by City or for
any amount which may become due to Consultant or Consultant's successors, or any obligations
under the terms of this Agreement. Consultant makes such release with the full knowledge of
Civil Code Section 1542 and hereby waives any and all rights thereunder to the extent of this
release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE. TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR."
9.6 Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
9.7 Time of the Essence. Time is hereby expressly declared to be the essence of this
Agreement and of each and every term, covenant and condition herecf which relates to a date or a
period of time.
9.8 Remedies Cumulative. The remedies given to City and Consultant herein shall be
cumulative and are given without impairing any other rights given City or Consultant by statute or
law now existing or hereafter enacted and the exercise on any one (1) remedy by City or Consultant
shall not exclude the exercise of any other remedy.
9.9 Effect of Invalidity. If any terin or provision of this Agreement or the application
thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement, or the application of its terms and provisions to persons and
circumstances other than those to which it has been held invalid or unenforceable shall not be
affected thereby, and each term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.
9.14 Successors and Assigns. This Agreement and the covenants and conditions
contained herein shall be binding upon and inure to the benefit of and shall apply to the successors
and assigns of City and to the permitted successors and assigns of Consultant, and all references
to "City" or "Consultant" shall be deemed to refer to and include all permitted successors and
assigns of such Party.
m
9.11 Entire Agreement. This Agreement and the exhibits hereto contain the entire
agreement of the City and the Consultant with respect to the matters covered hereby, and no
agreement, statement or promise made by either City or Consultant which is not contained herein,
shall be valid or binding. No prior agreement, understanding or representation pertaining to any
such matter shall be effective for any purpose. No provision of this Agreement may be amended,
modified or added except by an agreement in writing signed by City and Consultant.
9.12 Authority. Each individual executing this Agreement on behalf of a corporation,
nonprofit corporation, partnership or other entity or organization, represents and warrants the be
or she is duly authorized to execute and deliver this Agreement on behalf of such entity or
organization and that this Agreement is binding upon the same in accordance with its terms.
Consultant shall, at City's request, deliver a certified copy of its governing board's resolution or
certificate authorizing or evidencing such execution.
9.13 Conflicts of Interest.
9.13.1 No member, official or employee of the City shall have any personal interest, direct
or indirect, in this Agreement, nor shall any such member, official or employee participate in any
decision relating to this Agreement which affect his or herpersonal interests or the interests of any
corporation, partnership or association in which he or she is directly or indirectly interested.
9.13.2 Consultant represents that neither it nor any of its officers, partners or employees
has a financial interest, as defined in section 87103 of the Government Code, in the subject matter
of this Agreement other than the right to receive payment from City services rendered.
9.13.3 Consultant agrees that it shall not make, participate in making, nor in any way
attempt to use its position as consultant to influence any decision of City in which Consultant
knows, or has reason to know, that any of officers, partners or employees has a financial interest
as defined in Section 87103 of the Government Code.
9.13.4 Consultant warrants that neither Consultant nor any of its officers, partners or
employees, has any financial interest in any real property, building or structure within 2,500 feet
of the location of any project or assignment to which this Agreement may apply in the City of
Anaheim. Consultant agrees to disclose to City any financial interest in such property as may be
acquired by its officers, partners or employees during the term of this Agreement.
9,13.5 In conformity with the conflict of interest code of City, Consultant or, if Consultant
is a firm or corporation, each individual who will be performing work under this Agreement shall
complete, under penalty of perjury, a Statement of Economic Interests (From 700) and all required
attachments and shall provide the originals thereof to the City Clerk. Copies of those completed
forms and attachments shall be public records of City, to be kept and disclosed at the discretion of
City and according to law. Consultant and individuals who will be performing work under this
Agreement shall disclose pursuant to the broadest disclosure category unless the City Manager (or
his or her designee) makes a written determination that the foregoing should be more limited. Such
written determination should be made in the manner required by the City's Conflict of Interest
Code,
9.14 Time for Acceptance of Agreement by City, This Agreement, when executed by
Consultant and delivered to City, must be authorized, executed and delivered by the City on or
before forty-five (45) days after the execution and delivery by Consultant or this Agreement shall
be void, except to the extent that Consultant and City shall consent in writing to a further extension
of time for the authorization, execution and delivery of this Agreement.
9.15 Conflicts or Inconsistencies. It is further expressly agreed by and between the
parties hereto that, should there be any conflict between the terms of this Agreement and any of
the exhibits or attachments hereto, this Agreement shall control and nothing herein shall be
considered as an acceptance of the said terms of said exhibits or attachments conflicting herewith.
[SIGNATURES BEGIN ON NEXT PAGE)
12
•LTA as )XV y MOW w i.a V;vj ONO Oku
Dated: (, i " 1
THERES , CITY CLERK
City Clerk
CITY ATTORNEY
By:1�1
Lconie H. Mulvihill Iy�Z j j
Deputy City Attorney N
Dated: c) jI
13350701I,HM
"CITY"
.lent
"CONSULTANT"
LAWYERS' COMMITTEE FOR CIVIL
RIGHTS UNDER LAW, a non-profit organization
By: 1 _.
Diane Glauber, Director
Fair Housing & Community Development
13
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS
AGREEMENT ON THE RESPECTIVE DATES SET FORTH BELOW,
Dated:
ATTEST:
THERESA BASS, CITY CLERK
City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY
By:
Leonie H. Mulvihill (/
Deputy City Attorney IV I
"CITY"
CITY OF ANAHEIM,
a municipal corporation and charter pity
John E. Woodhead IV, Director
Community & Economic Development
"CONSULTANT"
LAWYERS' COMMITTEE FOR CIVIL
RIGHTS TINDER LAW, a non-profit organization
Dated: By:
1335070/114M
13
Diane Glauber, Director
Fair Housing & Community Development
ACKNOWLEDGEMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State salifotmia" )
County of 1
On � before me, V �� h U �% U
[datel [here insert name and title of the officer]
icer]
personally appeared. d�'C
[here insert name(s) of signer(s)J
who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity/ies, and that byhis/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of l5al fafffia that the
foregoing paragraph is true and correct.
Witness my hand and official seal.
(Seal)
-:c i; i ar U� � gWQRN?0 EpOREM� % �a
as.
r _,: rrssi0n E%P f
FXHIBIT A
SCOPE OF SFRVICFS
EXRMIT A.
SCOPE OF SERVICES
Analysis of Impediments to Fair Housing Choice
This engagement Is undertaken for the purpose of perforrning an Analysis of Impediments
on both a regional and local level for the twenty-two participating jurisdictions as well as the
County of Orange.
The following tasks are included in the scope of services:
1) A summary of current HUD requirements and/or guidelines to ensure compliance with
the applicable regulations.
2) Comprehensive review of the Regional Analysis of Impediments to Fair Housing
Choice Plan 2015-2020 and any Analysis of Impediments to Fair Housing Choice
prepared for any jurisdiction within the County of Grange within the past 5 years.
3) Comprehensive review of actions taken by participating jurisdictions to address
identified impediments.
4) Work with each fair housing service organization operating within the County of
Orange to comprehensively understand and characterize current fair housing issues
and collect any relevant and necessary information and data to prepare and complete
the requested Regional Al consistent current HUD regulations and the Fair Housing
Planning Guide issued by HUD or other current regulations or guidance.
5) Work with each participating jurisdiction, each housing authority within Orange County,
and relevant regional agencies or taskforces to collect and analyze all relevant and
necessary information or data to prepare and complete a Regional All consistent
current HUD regulations and the Fair Housing Planning Guide issued by HUD.
6) Outreach to fair housing stakeholders and the general public to provide the opportunity
to take part in the Regional Al development process. Utilization of a consultation and
Input process that ensures the inclusion of the general public, Individuals and groups
that represent protective classes and other diverse groups, fair housing organizations,
community -based organizations, housing providers, realtors, lenders, community
planning officials, and any other relevant stakeholders necessary to produce a
Regional Al. Consultant will have access to contact lists maintained by all the
participating jurisdictions.
7) Conduct community forums/meetings as deemed necessary to complete the Regional
Al. Currently„ the participating jurisdictions are proposing a minimum of four community
forums/public meetings to be held in different geographical areas In the county. The
consultant will be responsible for inviting participants, preparing agendas, handouts
and other presentation materials as appropriate. The consultant must ensure that
proper interpretation services are available at all public meetings and forums. The
consultant must maintain transcripts and minutes of the forums/meetings and citizen
comments/input received.
8) All materials, outreach efforts and meetings must be available in languages other than
English that are relevant to the county. These languages may Include: Spanish,
Vietnamese, Korean; Mandarin and Arabic„
9) Inclusion and if necessary, development of tabular data or maps indicating
concentrations of minority residents, residents living in poverty, availability of public
transportation, lending rates (HMDA data), Section 8 rental assistance, public housing,
group homes, and other information consistent with current HUD regulations and the
Fair Housing Planning Guide issued by HUD.
10) Information and analysis of the effects of:
a) Building, occupancy and health, and safety codes on housing and the use of
accessibility standards and reasonable accommodation in local construction.
b) Applicable zoning and land use laws and policies that may impact housing and/or
participation in federally funded housing programs, housing choice, or the
application of reasonable accommodation with respect to disabled populations.
c) Policies and practices concerning the application of local neighborhood or site
standards on new construction especially for assisted housing development.
d) Policies and practices that connect transportation and may impact available social
services with housing opportunities.
e) Policies and practices that affect the equitable provision of governmental services.
f) Policies concerning activities that may cause displacement, which may affect
opportunities to select housing inside and outside areas of minority concentration,
or housing that is accessible.
g) Policies and practices that may affect the representation of minorities and the
disabled on planning and/or zoning boards and commissions,
h) Policies and practices of public housing agencies and other housing assistance
providers with respect to tenant selection and assignment, reasonable
accommodation, delivery of services, and maintenance and accessibility.
i) Policies and practices regarding the sale and rental of real estate, such as
steering or "blockbusting," "all adult" issues, deed restrictions, inaccessible
design, local occupancy standards and practices, local lending practices, real
estate appraisal practices, insurance underwriting practices, and segregated
housing conditions.
11)Any other component necessary but not listed above or in this RFP for the Regional At
to be considered consistent with current HUD regulations or current Fair Housing
Planning Guide issued by HUD.
Scope does not include --
Advocacy for the adoption of any discretionary local land use policies such as
inciuslonary housing policies, linkage fees or rent control related policies, which are beyond
what is required in current HUD regulations or the current Fair Housing Planning Guide
Issued by HUD.
5-vear Fair Housing Action Plan
The following tasks shall be included;
1) Preparation of strategies and actions steps to address and eliminate identified
impediments to fair housing choice both for individual jurisdictions and on a regional
level. Suggested prioritization might be: High Priority - complete recommended action
within 1 year; Medium -High Priority -- complete recommended action within 2 years;
Medium Priority - complete recommended action within 3 years; Medium -Low Priority —
complete recommended action within 4 years; Low Priority — complete action within 5
years; Ongoing Priority -- monitor activity on a periodic or ongoing basis.
a) Regional Strategies - Strategies and/or action items recommended to address
Impediments on a regional level.
b) Participating Jurisdictions - Strategies and/or action Items shall be identified
separately for each participating jurisdiction and include appropriate prioritization as
approved by the local decision making body. It is understood that there may be
variances in the strategies adopted from one jurisdiction to another as issues
involving land use, fees and incentives are a matter of local decision -making.
2) Table listing action to be taken annually to address identified impediments.
Submission of the Plan
1) Provide periodic progress updates to the regional group as requested (minimum
monthly meeting).
2) Provide a draft of the Regional At report and 5-yr plan in progress for review and
comment by the participating jurisdictions, prior to submission of the final document.
a) The draft Regional Al and 5-year Fair Housing Action Plan document will be made
available by each participating jurisdiction for a 30-day public review period prior to
presentation of the draft document to each participating jurisdiction's City Council.
One bound copies of the completed draft Regional Al and 5-year Fair Housing
Action Plan document along with an electronic version shall be provided by the
consultant to each participating jurisdiction.
3) At the completion of the project, the consultant shall provide each participating
jurisdiction one bound copy of the final Regional Al and 5-year Pair Housing Action Plan
document and an electronic version in a fully searchable and bookmarked PDP file (not
exceeding 5MB) that includes all tables, figures, and maps.
4) Complete the work within 180 days of contract execution.
SCHEDULE OF COMPENSATION
EXHIBIT B
2019 Population Estimate Table
2019
_
Lawye&
Committee
Population
Percent
Clt
Estimate
of Total
$ i5g0DD,00
Allso Vie* o
51,372
1.6%
$ 2391.25
Anaheim
359,339
11.2%
$ 16,726.42
Buena Park
83,384
2.6%
$ 3,881.34
costa Mesa
115,830
3.6%
$ 5,391.62
FountalnVaile
56,652
$ 2,637.02
Fullerton
142,824
4.4%
$ 6,&8,19
Garden Grove
175,155
5.4%
5 8,15s.o7
Huntin ton Beach
203 761
6.3%
$ 9,484.61
[Nne
280,202
8.7%
$ 13,042.77
La uns Nl uel
66,748
2.1%
$ 3AM97
La Habra
63 542
2.0%
$ 2,957,74
Lake Forest
86,346
2.7%
$ 4,029.21
La Palma
15 820
0.5%
$ 73&39
Mission Vie' a
96,434
3,0%
$ 4,488.7a
New ort Beach
87180
2.7%
$ 405
Ore a
141,691
4,401
6 6,595.40
Rancho Santa Mar atria
48,960
1.5%
$ 2,278.98
San Clemente
65,405
2.0%
$ 3,0,K45
San,luanCa Istrano
36,821
1.1%
$ 1,713.93
Santa Ana
337,716
10.5%
$ 15,71%92
Tusiin
81,389
2,5%
$ 3,787,54
Westminster
92,610
2.9%
$ 4,310.79
Co of Oran a
533,337
16.6%
$ 24,s25.63
Balance ofCoun 129.128
Brea (46,6016
G ress 49 833
Dana Point 34,249)
Le una Beach 23,358)
Laguna Hills (31,572
Laguna Woods (16,518)
Los Alamitos (11 721
Placentia (62,333)
Seal Beach 25,073
Stanton 39,307
Villa Park 5,933
Yorba Linda 68,706
Total
3,222,498
100.0%