CC Resolution 13041 - Authorize Execution of Contract for the Preparation of an Affordable Housing and Commercial Linkage Fees Nexus StudyRESOLUTION NO. 13041
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING A CONSULTANT SERVICES AGREEMENT WITH BAE
URBAN ECONOMICS FOR THE PREPARATION OF AN AFFORDABLE
HOUSING AND COMMERCIAL LINKAGE FEES NEXUS STUDY; AND,
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT.
WHEREAS, on April 18, 2023, the City Council adopted a Housing Element for the 2023-
2031 planning period; and
WHEREAS, the Housing Element identified programs to modify the City's Inclusionary
Housing Ordinance (Program H-1 a: Inclusionary Housing Ordinance Implementation)
and establish a Commercial Linkage fee (Program H-2b: Commercial Linkage Fee); and
WHEREAS, the City Council previously authorized up to $150,000 to fund this project;
and
WHEREAS, the purchasing procedures outlined in the Campbell Municipal Code (CMC)
Section 3.20.050 state that purchases and contracts for `supplies, services, and
equipment of estimated fair market value greater than fifty thousand dollars' shall
be made according to specified bidding procedures; and
WHEREAS, in May 2023, the City Council authorized the publication of a request for
proposals (RFP) for a consulting firm to complete the work; and
WHEREAS, the City released an RFP on May 22, 2023 with a submittal deadline of June
23, 2023; and
WHEREAS, City staff conducted interviews with parties that were responsive to the RFP
and. have recommended BAE Urban Economics as the preferred vendor; and
WHEREAS, the purchasing procedures outlined in CMC Section 3.20.050 require the
award of contracts to the lowest bid except as otherwise provided in the chapter; and
WHEREAS, BAE Urban Economics estimates that it will cost $126,040 to complete the
project; and
WHEREAS, work is expected to be completed by the end of this year, with an
implementation by June 2024 as outlined in the Housing Element; and
WHEREAS, fees generated by this project will support the City's Housing Fund and
provide new opportunities to fund affordable housing projects in the City of Campbell;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell
hereby approves an agreement with BAE Urban Economics for $126,040 for the
preparation of an Affordable Housing and Commercial Linkage Fees Nexus Study as set
forth in Attachment B of the September 5, 2023 City Council staff report and hereby
authorizes the City Manager to execute the agreement.
PASSED AND ADOPTED this 5th day of September, 2023, by the following roll call vote:
AYES: Councilmembers: Lopez, Scozzola, Furtado, Landry, Bybee
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: None
APPROVED:
Anne Bybee, Mayor
ATTEST:
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Andrea Sanders, Cy
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CITY OF CAMPBELL
CONSULTANT SERVICES AGREEMENT
This Agreement is entered into at Campbell, California on the day of , 2023,
by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and BAE Urban
Economic, Inc. (hereinafter referred to as "Consultant").
WHEREAS, City desires a consultant to provide the City of Campbell with a nexus study and
financial feasibility analysis to evaluate the City's Affordable Housing and Commercial Linkage fees
for a cost not to exceed $126,040; and
WHEREAS, Consultant represents that it has the expertise, means, and ability to provide inclusionary
housing financial and nexus analysis throughout the duration of the contract service agreement;
NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree
as follows:
1. DUTIES OF CONSULTANT
1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Work,
attached hereto and incorporated herein by reference, and which shall be interpreted together and
in harmony with this Agreement. In the event of any conflict between Exhibit A and this
Agreement, this Agreement shall govern, control, and take precedence.
1.2 Consultant's project manager will meet with the City's project coordinator prior to
commencement of the project to establish a clear understanding of the working relationships,
authorities, and management philosophy of City as it relates to this Agreement.
1.3 Consultant, working with the City, will gather available existing information
concerning the project, and shall review documents as necessary for compliance with the project's
obj ectives.
1.4 In performance of this Agreement by Consultant, time will be of the essence.
1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused
by activities or factors beyond Consultant's reasonable control, including delays or by reason of
strikes, work slow -downs or stoppages, or acts of God.
1.6 Consultant agrees to perform this Agreement in accordance with the highest degree
of skill and expertise exercised by members of Consultant's profession working on similar projects
under similar circumstances.
1.7 Consultant shall cooperate in good faith with City in all aspects of the performance
of this Agreement.
1.8 In the course of the performance of this Agreement, Consultant shall act in the
City's best interest as it relates to the project.
1.9 All activities of Consultant, its employees, subcontractors and/or agents will be
carried out in compliance with all applicable federal, state, and local laws and regulations.
1.10 The designated project manager for Consultant shall be Stephanie Halzar. The
Consultant's project manager shall have all the necessary authority to direct technical and
professional work within the scope of the Agreement and shall serve as the principal point of
contact with the City and the City's project coordinator. The authorized principal of Consultant
executing this Agreement for the Consultant shall have authority to make decisions regarding
changes in services, termination and other matters related to the performance of this agreement on
behalf of Consultant.
1.11 The Consultant (and its employees, agents, representatives, and subconsultants), in
the performance of this Agreement, shall act in an independent capacity and not as officers or
officials or employees or agents of the City. The City shall not direct the work and means for
accomplishment of the services and work to be performed hereunder. The City, however, retains
the right to require that work performed by Consultant meet specific standards consistent with the
requirements of this Agreement without regard to the manner and means of accomplishment
thereof. Subcontractors shall assume all of the rights, obligations and liabilities, applicable to it as
an independent contractor hereunder. Consultant represents and warrants that it (i) is fully
experienced and properly qualified to perform the class of work and services provided for herein,
(ii) has the financial capability and shall finance its own operations required for the performance of
the work and services and (iii) is properly equipped and organized to perform the work and services
in a competent, timely and proper manner in accordance with the requirements of this Agreement.
Consultant agrees to comply with AB5, codified at Labor Code section 2750.3, and shall indemnify,
defend and hold harmless the City, its officers, officials, directors, agents representatives,
volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising
in any manner related to this Agreement that an employee, agent or others under Consultant's
supervision or control was misclassified.
1.12 This Agreement contains provisions that permit mutually acceptable changes in the
scope, character or complexity of the work if such changes become desirable or necessary as the
work progresses. Adjustments to the basis of payment and to the time for performance of the work,
if any, shall be established by a written contract amendment (approved and executed by the City)
to accommodate the changes in work.
2. DUTIES OF CITY
2.1 City shall furnish to Consultant all available and pertinent data and information
requested by Consultant to facilitate the preparation of the documents called for in this Agreement.
Consultant shall be entitled to reasonably rely on accuracy and completeness. of such information,
provided that Consultant shall provide City prompt written notice of any known defects in such
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data and information.
2.2 City shall provide contract administration services. City shall notify Consultant of
required administrative procedures and shall name representatives, if any, authorized to act in its
behalf.
2.3 City shall review documents submitted by Consultant and shall render decisions
pertaining thereto as promptly as reasonably possible.
3. COMPENSATION
3.1 For the full performance of the services described herein by Consultant, City agrees
to compensate Consultant for all services and direct costs associated with the performance of the
project in an amount not to exceed $126,040, as follows:
a. Consultant shall submit for payment by City, an itemized invoice for services performed
based on the attached budget and timeline attached as Exhibit B. The invoice shall describe the
services rendered and the title of the item of work, and shall list labor hours by personnel
classification. Said invoice shall be based on all labor and direct expense charges made for work
performed on the project. Labor charges shall be in accordance with the fee schedule found in
Exhibit B of this Agreement. City shall pay Consultant for services rendered and approved by the
City within 30 days from the date the itemized invoice is received by the City, subject to the
maximum not to exceed amount specified above and the City's right to object.
b. Direct costs are those outside costs incurred on or directly for the project, and
substantiated with invoices for the charges. Direct expenses include printing, reproduction, and
delivery charges.
3.2 If Consultant incurs other costs which are not specifically covered by the terms of
this Agreement, but which are necessary for performance of Consultant's duties, City may approve
payment for said costs if authorized in writing by the City in advance.
3.3 City may order changes in the scope or character of services in writing, including
decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant
is entitled to full compensation for all services performed and expenses incurred prior to receipt of
notice of change. Under no conditions shall Consultant make any changes to the work, either as
additions or deductions, without the prior written order of the City. In the event, that the City
determines that a change to the work or services from that specified in this Agreement is required,
the contract time and/or actual costs reimbursable by the City for the project may be adjusted by
contract amendment or change order to accommodate the changed work. The maximum not to
exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless
authorized by written contract amendment or change order, approved and executed by the City.
Consultant shall obtain prior written approval for a revised fee schedule from the City before
exceeding such fee schedule. Only City's authorized representative(s) is authorized to approve
changes to this Agreement on behalf of City.
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3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any rates
that exceed the rates for set forth in the fee schedule found in Exhibit B.
3.5 Consultant agrees that the payments to Consultant specified in this Article 3
(Compensation) will constitute full and complete compensation for all obligations assumed by
Consultant under this Agreement. Where conflicts regarding compensation may occur, the
provisions of this section apply.
4. SUBCONSULTANTS
4.1 Consultant may not subcontract any services required under this Agreement without
the prior written consent of the City.
4.2 Consultant shall be responsible to City for the performance of any and all
subconsultants who perform work under this contract, and any acts of negligence or misconduct
on their part. Consultant is solely responsible for all payments due to subconsultants.
4.3 Consultant shall require and verify that all subcontractors maintain insurance
meeting all of the requirements stated herein, including naming the City of Campbell, its officers,
officials, directors, agents representatives, volunteers, and employees as additional insureds. Any
modification to the insurance requirements for subcontractors must be agreed to by the City in
writing.
4.4 If at any time, the City determines any subcontractor is incompetent or unqualified,
Consultant will be notified and will be expected to immediately cancel the subcontract.
S. OWNERSHIP OF DOCUMENTS AND MATERIALS
All original reports, documents, data, materials, photographs, negatives and other work products
prepared by the Consultant and/or its subconsultants in the performance of the services
encompassed in this Agreement (whether in printed or electronic format) ("project -related
documents and materials") shall be the property of the City and may be used on this project without
the consent of the Consultant or its subcontractors. City acknowledges that such drawings,
documents, and other items are instruments of professional services intended for use only on the
subject project. Consultant agrees that all copyrights which arise from creation of the Project -
related documents and materials pursuant to this Agreement shall be vested in the City and waives
and relinquishes all claims to copyright or other intellectual property rights in favor of the City.
Any and all project -related documents and materials including draft documents and materials
related to this Agreement shall be confidential, not to be used by the Consultant on other projects
or disclosed to any third party, except by agreement in writing by the City, or except as otherwise
provided herein or applicable laws. Upon the completion or termination of this Agreement for any
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reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon
request, all finished and unfinished project -related documents and materials, produced or gathered_
by or on behalf of Consultant that are in Consultant's possession, custody or control. Consultant
may retain copies of said documents and materials for its files. In the event of termination, any
dispute regarding, compensation or damages shall not hinder, prevent, or otherwise impact the City's
right to promptly receive and use such documents and materials which are the sole and exclusive
property of the City.
6. TERMINATION
6.1 Notwithstanding any other provision of this Agreement, City may terminate this
Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to
Consultant not less than 14 calendar days prior to an effective termination date. In the event of
such termination, Consultant shall have the right and obligation to immediately assemble the work
then in progress for the purpose of completing the work and turning over all materials and
documents to City.
6.2 In the event of such termination, Consultant shall be compensated for all work and
services performed to the point of termination in accordance with the payment provisions set forth
in Section 3.1, unless the termination is for cause, in which event Consultant need be compensated
only to the extent required by law.
6.3 Upon notice of termination by City, the Consultant will immediately act to not incur
any additional obligations, costs or expenses, except as may be reasonably necessary to terminate
its activities. All finished or unfinished work or documents procured or produced under the
Agreement will become property of the City upon the termination date. In the event of Consultant's
failure to perform pursuant to the Agreement, the City reserves the right to obtain services
elsewhere and Consultant will be liable for the difference between the prices set forth in the
terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to
this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses,
or damages sustained by City due to failure of the Consultant to perform pursuant to the
Agreement. City may withhold any payments to Consultant for the purpose of set off until such
time as the exact amount of damages due City from Consultant is determined. After the effective
date of termination, Consultant will have no further claims against the City under the Agreement.
No other compensation will be payable for anticipated profit on unperformed services.
7. AUDIT AND INSPECTION
Consultant shall permit authorized representatives of City to inspect and audit all data and records
relating to its performance under this Agreement for a period of three years following acceptance
of the final study.
8. EQUAL EMPLOYMENT OPPORTUNITY
Consultant agrees to refrain from discriminatory employment practices on the basis of race,
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religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical
condition, disability, ancestry, organizational affiliation, military or veteran status, or
any other consideration made unlawful by local, State or Federal law, of any employee of, or
applicant for employment with, such Consultant or subcontractor. City requires Consultant to
comply with all applicable Federal and State and local equal employment opportunity laws and
regulations.
9. INSURANCE AND INDEMNIFICATION
9.1 Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City)
and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and
employees to the fullest extent allowed by law from and against any and all claims, actions, causes
of action, losses, damages, liabilities and costs of every nature, including attorneys' fees and costs
(collectively, "Losses") including but not limited to all claims, actions, causes of action, losses,
damages, liabilities for property damage, bodily injury, or death, and all costs of defending any
claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in
part, Consultant's performance under this Agreement, except for any claims, actions, causes of
action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful
misconduct of City. City shall not be liable for acts of Consultant in performing services described
herein.
In no event shall this section be construed to require indemnification by the Consultant to a greater
extent than permitted under the public policy of the State of California; and in the event that this
contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions
shall not apply to any liability for the active negligence of the City.
The defense and indemnity provisions obligations of this Agreement are undertaken in addition to,
and shall not in any way be limited by the insurance obligations contained in this Agreement. The
foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third -
parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise
between the parties that are not set forth in this section. Consultant waives all rights to subrogation
for any matters covered by the provisions of this section. Consultant's responsibility for such
defense and indemnity obligations as set forth in this section shall survive the termination or
completion of this Agreement for the full period of time allowed by law.
9.2 Consultant shall maintain insurance conforming to the following specifications to the
fullest amount allowed by law for a minimum of three (3) years following the termination or
completion of this Agreement:
A. Types of Coverage
The policies shall afford the following types of coverage:
1. Commercial General Liability;
2. Automotive;
3. Workers' Compensation and Employer Liability; and
4. Professional Liability and/or Errors and Omissions
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. For Commercial General Liability: Insurance Services Office (ISO) CGL
Form 00 01 11 85; and
2. For Automotive Liability: ISO CA 00 0106 92 including symbol l(any
auto); and
3. For Workers' Compensation: insurance as required by the Labor Code of
the State of California and Employer's Liability insurance; and
4. For Professional Liability and/or Errors and Omissions: insurance covering
negligence committed by or on behalf of Consultant in rendering services
to City.
C. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $1,000,000 combined single limit per occurrence for
bodily, personal injury and property damage. -If Commercial General Liability Insurance or other
form with a general aggregate limit is used, either the general aggregate limit shall apply separately
to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Workers' Compensation and Employer's Liability: Workers' Compensation
limits as required by the Labor Code of the State of California and Employer's Liability
limits of $1,000,000 per accident. The Worker's Compensation policy must be endorsed
with a waiver of subrogation in favor of the City.for all work performed by the Consultant
and its employees.
4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim
and $2,000,000 in the annual aggregate.
The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed
to contain a provision that such coverage shall also apply on a primary and non-contributory basis
for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-
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insurance shall be called upon to protect it as a named insured.
D. Deductible and Self -Insured Retention
Any deductibles or self -insured retention must be declared to and approved by the City, and shall
not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self -insured retention as respects the City, its agents, officers,
attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses related to investigations, claim administration, and defense expenses. Policies
containing any self -insured retention provision shall provide or be endorsed to provide that the self -
insured retention may be satisfied by either the named insured or the City.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverage:
a. The City, its agents, officers, attorneys, employees, officials and
volunteers are to be covered as additional insureds as respects: liability arising out
of this Agreement performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or used by the
Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It
is a requirement of this Agreement that any available insurance proceeds broader
than or in excess of the specified minimum insurance coverage requirements and/or
limits set forth in this Agreement shall be available to the City as an additional
insured. Furthermore, the requirements for coverage and limits shall be (1) the
minimum coverage limits specified in this Agreement, or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to
the named insured, whichever is affords greater coverage.
b. The Consultant's insurance coverage shall be primary insurance as
respects the City, its agents, officers, attorneys, employees, officials and volunteers.
Any insurance or self-insurance maintained by the City, its agents, officers,
attorneys, employees, officials and volunteers shall be excess of the Consultant's
insurance and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its agents, officers, attorneys, employees,
officials, and volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought except with respect to the limits of
the insurer's liability.
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2. Workers' Compensation and Employer's Liability Coverage: The insurer
shall agree to waive all rights of subrogation against the City, its agents,
officers, attorneys, employees, officials, and volunteers for losses arising
from work performed by the Consultant for the City.
3. All Coverages: Any unintentional failure to comply with reporting
provisions of the policies shall not affect coverage provided to the City; and
unless otherwise approved by the City, each insurance policy required by
this clause shall be endorsed to state that coverage shall not be canceled by
either party, except after thirty (30) days prior written notice by regular mail
has been given to the City, or ten (10) days for cancellation for non- payment
of premium.
F. Suspension or Cancellation
If any of the coverages required by this Agreement should be suspended, voided, cancelled or
reduced in coverage during the term of this Agreement, Consultant shall immediately notify City
and replace such coverage with another policy meeting the requirements of this Agreement.
G. Subcontractors
Consultant agrees that any and all contracts with subcontractors for performance of any matter
under this Agreement shall require the subcontractors to comply with the same indemnity and
insurance requirements set forth in this Agreement to the extent that they apply to the scope of the
subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner
and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors
shall further agree to include these same provisions with any sub -subcontractor. A copy of this
Agreement will be furnished to the subcontractor on request. The Consultant shall require all
subcontractors to provide a valid certificate of insurance and the required endorsements included in
the Agreement prior to commencing any work, and will provide proof of compliance to the City.
H. Acceptability of Insurers
Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed
in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of
AN and who is authorized to transact business in the State of California, unless otherwise approved
by the City,
I. Verification of Coverage
Consultant shall furnish the City with endorsements and certificates of insurance evidencing
coverage required by this clause. The certificates for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms
acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner
are to be submitted. All certificates are to be received and approved by the City before work
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commences.
J. Special Risks/Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the
risk, prior experience, insurer, coverage, or other special circumstances and provide notice to
Consultant.
10 MISCELLANEOUS
10.2 This Agreement shall be binding on the heirs, executors, assigns and successors of
Consultant.
10.3 Neither party may assign this Agreement, or any portion hereof, without the prior
written consent of the other.
10.4 This Agreement shall not be construed to alter, affect, or waive any lien or stop
notice rights, which Consultant may have for the performance of services pursuant to this
Agreement.
10.5 Neither party's waiver of any term, condition or covenant, or breach of any term,
condition or covenant shall be construed as the waiver of any other term, condition or covenant or
waiver of the breach of any other term, condition or covenant.
10.6 This Agreement contains the entire Agreement between City and Consultant
relating to the project and the provision of services to the project. Any prior agreements,
promises, negotiations, or representations not expressly set forth in this Agreement are of no force
or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City
and Consultant.
10.7 If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall
be valid and binding on City and Consultant.
10.8 This Agreement shall be governed and construed in accordance with the laws of
the State of California.
10.9 All changes or amendments to this Agreement must be in writing and approved by
all parties.
i m o The initial contract term shall commence upon execution of the contract by the City
and shall terminate no later than June 30, 2024, unless terminated sooner in accordance with the
contract.
10.11 Consultant owes the City a duty of undivided loyalty in performing the work and
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services under this Agreement, including, but not limited to, the obligation to refrain from having
economic interests and/or participating in activities that conflict with the City's interests in respect
to the work and/or services and project. The Consultant shall list current clients who may have a
financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not
now have, nor shall it acquire any financial or business interest that would conflict with the
performance of services under this agreement. Consultant shall not make or participate in making
or in any way attempt to use Consultant's position to influence a governmental decision in which
Consultant knows or has reason to know Consultant has a direct or indirect financial interest other
than the compensation promised by this Agreement. Consultant will immediately advise the City
if Consultant learns of a financial interest of Consultant's during the term of this Agreement.
10.12 City is a public agency subject to the disclosure requirements of the California
Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents
or information submitted to City, and Consultant claims that such information falls within one or
more CPRA exemptions, Consultant must clearly mark such information "Confidential and
Proprietary," and identify the specific lines containing the information. In the event of a request for
such information, City will make best efforts to provide notice to Consultant prior to such
disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to
prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate
remedy from a court of law in Santa Clara County before the City is required to respond to the
CPRA request. If Consultant fails to obtain such remedy within the time the City is required to
respond to the CPRA request, City may disclose the requested information without any liability to
Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against
any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees)
that may result from denial by City of a CPRA request for information arising from any
representation, or any action (or inaction), by the Consultant.
10.13 Neither party hereto shall be considered in default in the performance of its
obligation hereunder to the extent that the performance of any such obligation is prevented or
delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is
beyond the reasonable control of the affected party and without the negligence of the respective
Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any
Force Majeure claimed to delay, hinder or prevent performance of the services under this
Agreement. Each Party will, however, make all reasonable efforts to remove or eliminate such a
cause of delay or default and will, upon the cessation of the cause, diligently pursue performance
of its obligations in this Agreement. In the event either party is prevented or delayed in the
performance of its respective obligation by reason of such Force Majeure, there may be an equitable
adjustment of the schedule and Consultant compensation based on City's sole discretion.
10.14 Except as City may specify in writing, Consultant shall have no authority, express
or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have
no authority, express or implied, pursuant to this Agreement to bind City to any obligation
whatsoever.
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10.15 Consultant warrants that Consultant, its subcontractors and/or agents (if any)
has/have complied with any and all federal, state, and local licensing requirements
10.16 ' Each party acknowledges that it has reviewed this Agreement and that the normal
rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.
10.17 The signatories to this Agreement warrant and represent that each is authorized to
execute this Agreement and that their respective signatures serve to legally obligate their respective
representatives, agents, successors and assigns to comply with the provisions of this Agreement.
10.18 This Agreement is entered into, and to be performed in Santa Clara County,
California, and any action arising out of or related to this Agreement shall be maintained in a court
of appropriate jurisdiction in Santa Clara County, California.
10.19 This Agreement may be executed in counterparts which shall, in the aggregate, be
deemed an original but all of which, together, shall constitute one and the same instrument. A
scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an
original.
11 NOTICES
Notices required under this Agreement may be delivered by first class mail addressed to the
appropriate party at one of the following addresses:
CITY: City of Campbell
Attention: Rob Eastwood
70 North First Street
Campbell, CA 95008
CONSULTANT: BAE Urban Economic, Inc.
Attention: Stephanie Hagar, Principal
2560 9ch Street, Suite 211
Berkeley, CA 94710
Email: stephaniehagar c?bae l .com
[SIGNATURES ON FOLLOWING PAGE]
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Having read and understood the foregoing Agreement, the undersigned parties agree to be bound
hereby:
CONSULTANT
Stephanie Hagar
Title: Principal
CITY OF CAMPBELL
am
Brian Loventhal
Title: City Manager
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Exhibit A
Scope of Work
BAE has thoroughly reviewed the preliminary scope of work as provided in the RFP and has
the following suggestions for potential additions to be made by major task as follows:
Task A: Project Kick -Off. As part of the project kick off, BAE proposes to work closely with
staff to develop a more detailed scope of work and work plan building on the scope of work
as detailed in the RFP.
Task F: Nexus Study: The following additions are proposed to Task F to clarify the specific
approach and methodologies to be used for affordable housing and commercial fees.
Task F1: In -Lieu Fee Feasibility Analysis. BAE will conduct a feasibility analysis to evaluate
the economic feasibility of potential changes to the City's inclusionary requirements and
affordable housing in -lieu fees. This analysis will consist of the following subtasks:
Define Residential Prototypes. BAE will work with City staff to define up to four (4) residential
development prototypes for feasibility testing, which could include single-family and multifamily
developments. For multifamily developments, BAE anticipates that the prototypes will
include both for -sale and rental developments. These prototypes can be like typical
residential developments in Campbell but can also include development typologies that the
City wishes or expects to see delivered in the future to diversify the City's housing mix.
Financial Pro Forma Models. BAE will create a financial pro forma model for each of the
residential prototypes defined above. To inform the financial feasibility analysis. This
analysis will start with a set of baseline feasibility models that incorporate the City's existing
inclusionary requirements to test the feasibility of each prototype under current conditions.
Evaluate Revised Inclusionary Housing Percentages. BAE will evaluate revised inclusionary
housing percentages for rental and for -sale residential projects. This analysis will use the pro
forma models from with adjusted inclusionary percentages and/or affordability levels to
evaluate the impact that revised requirements might have on the financial feasibility or each
prototype. Based on this analysis, BAE will provide recommendations for potential changes
to the City's inclusionary requirements. The results of the financial feasibility assessment
and any proposed revisions will abide by the guidance from HCD regarding AB 1505, as
appropriate.
Evaluate Revised In -Lieu Fees. In this subtask, BAE will evaluate the financial feasibility of
revised inclusionary housing in -lieu fees. This will include testing the feasibility of revised in lieu
fee rates for each of the prototypes. As a part of this task, BAE will evaluate how
potential fee rates compare to the cost of providing inclusionary units in a project. This
analysis can inform policy decisions by identifying fee rates that will incentivize developers
to provide inclusionary units on site rather than paying the in -lieu fee, or that will help
financial feasibility by allowing a more feasible in -lieu fee option, depending on the outcome
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that is desired by City policy makers.
Task F2: Commercial Linkage Fee Nexus Analysis. BAE will conduct a nexus analysis that
demonstrates the relationship between new commercial development, the need for
affordable housing, and the Commercial Linkage Fees that can be charged in the City of
Campbell. The nexus will estimate the employment density and worker household income
distribution associated with each land use and the number of new below market rate
housing units, by income level, needed to mitigate the demand for affordable housing
attributable to each nonresidential land use. The analysis will then evaluate the public
subsidy necessary to construct the affordable housing demand associated with each land
use, which will constitute the maximum Commercial Linkage Fee that the City of Campbell
could charge on new development of each type. The nexus analysis will provide a basis and
methodology for establishing Commercial Linkage fees that are consistent with State and
Federal requirements and proportional to the impact of new commercial development. The
budget for this task assumes BAE will conduct analysis for up to five distinct land use
categories.
In addition to the nexus analysis, BAE will also conduct additional analysis in this task to
address the requirements of Assembly Bill 602, which enacted new requirements for impact
fees and impact fee nexus studies.
BAE will also evaluate the financial feasibility of potential new Commercial Linkage Fee
rates. This will provide the City with guidance to adopt an updated fee schedule that does
not impede new development. This task will consist of the following subtasks:
Define Commercial Prototypes. BAE and work with City staff to define up to five (5)
commercial development prototypes for feasibility testing.
Financial Pro Forma Models. BAE will create a financial pro forma model for each of the
commercial prototypes and provide analysis and findings to inform the development of final fees.
The project schedule has been conceptually prepared to provide opportunities to conduct meetings,
and public hearing opportunities that will allow sufficient opportunity to conduct a public involved
planning process. Award
September S, 2023
Ci Council meeting to award contract
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Early September 2023
Pro'ect Kick -Off Meeting
Community Outreach Plan Preparation
October 2023
Benchmark Analysis
Stakeholder Meetin # 1 —Housing Development Fees
November 2023
Stakeholder Meeting #2 — Non -Residential Development Fees
December 22023
Draft Nexus Study Completed
February 2024
Final Nexus Study Completed
March 2024
Adoption of Nexus Stud
Exhibit B
Fee Schedule
BAE will complete the work described above for a fixed -fee budget of $126,040 as shown in the
budget provided below. The budget shown below will include all consultant costs, including,
personnel, overhead, and reimbursable expenses. Miscellaneous expenses such as data purchase and
travel are passed through to the client with no markup. In no event shall the total cost exceed the
fixed -fee amount, unless the City request additional work beyond the agreed -upon scope.
Task
Hagar
PIC
Hourly
Rate
Kennedy Tech Fairris
Lead Vice President
$270
Staff Support
Sr. Analyst
$130
Hours Budget Hours
Task 1: Project Kick Off 4 $1,240 4 $1,100 4 $1,080 4
Task 2: Community
Outreach Plan
$310 $275
Hours Budget Hours Budget
Preparation
8
$2,480
0
$0
16
$4,320
Task 3: Benchmark
Analysis
24
$7,440
0
$0
2
$540
Task 4: Stakeholder
Meetings #1 and #2
16
$4,960
0
$0
24
$6,480
Task 5: Nexus Study
60
$18,600
80
$22,000
120
$32,400
Task 6: Attend and
Present at City Council
Meetings
8
$2,480
0
$0
16
$4,320
Labor Subtotal
120
$37,200
84
$23,100
182
$49,140
Expenses (Data Charges and Mileage)
Project Total
8
32
16
60
0
udget Totals
$520
$3,940
$1,040
$7,840
$4,160
$12,140
$2,080
$13,520
$7,800
$80,800
$0
$6, 800
120 $15,600 $125,040
$1,000
$126,040
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