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HomeMy WebLinkAboutItem 6d - RFP for Housing Element Updates Item 6d Department: Community Development Cost Center: 4008 For Agenda of: 10/20/2026 Placement: Consent Estimated Time: N/A FROM: Timmi Tway, Community Development Director Prepared By: David Amini, Housing Coordinator SUBJECT: AUTHORIZE REQUEST FOR PROPOSALS FOR HOUSING ELEMENT UPDATE RECOMMENDATION 1. Authorize the release of a Request for Proposals (RFP) for a consultant to prepare and submit the City’s 7th Cycle Housing Element Update to the California Department of Housing and Community Development (HCD) for final certification; 2. Authorize the City Manager to execute agreements with selected consulting firm; and 3. Authorize the Finance Director to execute and amend the Purchase Order for the selected consultant within the final project budget. POLICY CONTEXT Government Code Section 65588 requires cities to periodically update and submit their Housing Elements to the State for review and certification by HCD. Housing Major City Goal 2.e of the 2025-27 Financial Plan requires staff to initiate an update to the 7th Cycle Housing Element through the creation of a request for proposal (RFP) for consultant services, and present the RFP to the City Council with a study session on potential scoping for Land Use and Circulation Element Update. DISCUSSION Background The Housing Element is an element of the City’s General Plan that serves as an organizing document for the City’s efforts to accommodate housing capacity, identify housing goals, policies, and programs, and conduct technical analysis of housing needs, constraints, and outcomes. Each jurisdiction in the State of California is required by law to periodically update and submit their Housing Elements to the State for review and certification by HCD. Importantly, the Housing Element is also the document that demonstrates how the City will accommodate future housing growth in the community through the Regional Housing Needs Allocation (RHNA) process, where cities are allocated a specific number of units by the State to accommodate during the Housing Element planning period. Page 31 of 210 Item 6d The City is currently in the 6th Cycle of its approved Housing Element, which is for the planning period from 2020-2028. The 7th Cycle will take place from 2028-2036. The City will be required to prepare an updated Housing Element that meets all statutory requirements, be consistent with the City’s General Plan, achieve certification from HCD by December 2028, and include relevant environmental compliance documentation pursuant to the California Environmental Quality Act (CEQA). RHNA Process The Regional Housing Needs Allocation is a process by which the State allocates a specific number of units for each regional Council of Governments (COG) to accommodate during the Housing Element planning period. The COG member jurisdictions collaborate to distribute the regional allocation of units amongst themselves. As a member jurisdiction of SLOCOG, City staff are currently working with the other jurisdictions to determine an appropriate allocation for the 7th Cycle planning period. SLOCOG’s distribution methodology is based on improving the jobs-housing balance for the region. The COG’s total allocation for the 7 th Cycle planning period is 14,577 units. The City of SLO will be allocated anywhere from 3,500 to 4,500 units depending on the final allocation methodology approved by the member jurisdictions and HCD. Request for Proposals In order to meet the December 2028 certification deadline, staff has identified the need to solicit proposals from qualified consultants to prepare the Housing Element Update. Staff has prepared a Request for Proposals for Council’s consideration and approval (Attachment A). The update process will require significant coordination between City staff, the selected consultant, and HCD to prepare a compliant 7th Cycle Housing Element. In addition to necessary technical support and work, the scope of work includes facilitation of public outreach related to the Housing Element Update. There will be public hearings held at Planning Commission and City Council to review the draft Housing Element, as well as public engagement meetings, surveys, and workshops providing opportunities for public input throughout the process. The 7th Cycle Housing Element update will include the following core elements per State law and HCD requirements.  Community Outreach and Public Participation Plan o A comprehensive plan that will effectively reach, educate , and engage the community throughout the Housing Element update. The program shall include strategies to ensure broad inclusion, and equitable participation, particularly of hard-to-reach groups and special needs populations, with special attention given to communicating information so it is accessible and easy to understand. o Earlier this year, staff presented a Climate Action Plan progress report to Council, which generated community interest in the connections between housing production and the City's long-term climate action goals. In response, staff supported a SLO Chamber of Commerce stakeholder Page 32 of 210 Item 6d working group to explore how the Climate Action Plan, Housing Element, and Land Use Element can collectively advance those shared goals. Those convenings are ongoing and have been productive, resulting in proposed actions in the draft Climate Action Plan that support housing that reduces vehicle trips. The RFP directs the selected consultant to continue engaging with this stakeholder group and to ensure that Housing Element programs are developed in alignment with the goals and actions of the City’s Climate Action Plan.  Housing Needs Analysis o Utilizing public input, City-provided information, and various data sources (California Department of Finance, US Census and American Community Survey, etc.), the consultant will prepare an analysis per the requirements of Government Code 65583(a) to understand various demographic trends, household characteristics, and household needs.  Constraints Analysis o The consultant will identify and analyze governmental and non - governmental constraints to housing production. This analysis will identify potential amendments to the General Plan, zoning code, and other policies that could support housing growth, infill, and redevelopment in appropriate locations.  Affirmatively Furthering Fair Housing (AFFH) Analysis o Per State law, the consultant will prepare an analysis of patterns of segregation and integration, access to opportunity, disparities in housing needs and displacement risk in the community, barriers to housing choice, at the local and regional levels, and provide meaningful and implementable actions to address any identified fair housing issues.  Sites Inventory and RHNA Capacity Analysis o The consultant will prepare a comprehensive sites inventory and capacity analysis that demonstrates the City’s ability to accommodate its assigned RHNA (which is anticipated to be 3,500-4,500 total units in the 7th Cycle) in each income category.  Goals, Policies, Programs, and Quantified Objectives o The consultant will evaluate the City’s existing Housing Element goals, policies, programs, and quantified objectives and recommend which provisions should be retained, revised, replaced, or removed. The consultant shall develop proposed new or revised goals, policies, and programs to ensure compliance with State law and effective response to the housing needs, constraints, and key priorities identified through the update process. Additionally, the consultant will evaluate the City’s Climate Action Plan and ensure that the Housing Element programs support the housing- related efforts identified therein.  Environmental Review and CEQA Compliance o The Consultant shall evaluate and prepare appropriate environmental documentation necessary to support adoption of the 7th Cycle Housing Element Update pursuant to CEQA. The Consultant shall determine the appropriate CEQA approach, including exemptions where possible. Page 33 of 210 Item 6d RFP Timeline The RFP proposes the following schedule below. A consultant will be selected by February 2027. Request for Proposals Timeline Request for Proposals Issued October 27, 2026 Last day for questions/clarifications November 6, 2026 City Response to questions/clarifications due November 10, 2026 RFP Submittal Deadline November 17, 2026 Interviews December 8, 2026 Notification of Intent to Award December 16, 2026 Agreement Execution January 13, 2027 Land Use and Circulation Element In previous conversations about the Housing Element, questions have arisen as to whether it is appropriate or necessary to also update the Land Use and Circulation Element (often referred to as the “LUCE”). It is estimated that a comprehensive update of the LUCE would cost approximately $1.5 - $2 million and take three to five years to complete. The LUCE was last updated in 2015 and has a 20-year planning period until 2035. Currently, the City is halfway through the LUCE planning period and is on target with the housing production and capacity estimates therein. Given that it can take three to five years to complete the LUCE update, if resources are available, it would be logical to begin the process of updating the LUCE in early 2029, which would be immediately after the completion and adoption of the Housing Element. Staff is recommending scoping of the Land Use and Circulation Element Update after the Housing Element has been updated. This may require budgeting for a portion of the LUCE update in the FY 2027-29 budget, with the bulk of the effort for the update occurring the FY 2029-31 budget. Undertaking the effort at that time would allow the LUCE updates to be responsive to the Housing Element and the update would be informed by the comprehensive analysis of the General Plan to identify any potential amendments to the LUCE that may be necessary for the implementation of the Housing Element. Further, undertaking an update to the Housing Element, which has important state mandated deadlines, while also undertaking a comprehensive LUCE update, would not be possible with existing staff resources. Given the recommended sequencing of the LUCE after the Hou sing Element update, staff recommends postponing the study session regarding scoping of the LUCE to early 2029 after the Housing Element update has been completed. Page 34 of 210 Item 6d Previous Council or Advisory Body Action On November 17, 2020, City Council adopted the 6th Cycle Housing Element (Resolution). Public Engagement This item is on the agenda for the October 20, 2026, City Council meeting and will follow all the required posting and notification standards. Public comment can be provided to the City Council through written correspondence submitted prior to the meeting and through public comment during the meeting. The Request for Proposals will be advertised pursuant to all City purchasing guidelines. CONCURRENCE The Finance Department, City Attorney’s Office, and Office of Sustainability have reviewed the Request for Proposals and approved its content. ENVIRONMENTAL REVIEW The California Environmental Quality Act does not apply to the recommended action in this report, as the action does not constitute a “Project” under CEQA Guidelines Sec. 15378. FISCAL IMPACT Budgeted: Yes Budget Year: 2025-27 Funding Identified: Yes Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund $150,000 $150,000 $ $ State Federal Fees Other: Total $150,000 $150,000 $ Staff has secured $150,000 of FY2025-26 carryover funding to use towards the Housing Element update. In discussion with other jurisdictions, staff estimates that the total cost of the Housing Element update could cost approximately $300,000. Staff will request the additional funds necessary to fund the entire Housing Element update through the next budget cycle process. Page 35 of 210 Item 6d ALTERNATIVES 1. Do not approve issuance of the Request for Proposals for the 7th Cycle Housing Element Update. This option would require CDD staff to prepare the 7th Cycle Housing Element Update, which is an intensive process requiring significant data analysis, policy and program writing, public outreach, and coordination with the State. CDD does not have the staffing resources necessary to prepare the update in the timeline required by the State. 2. Defer consideration of the request. This option would delay issuance of the Request for Proposals and selection of a consultant to prepare the 7th Cycle Housing Element Update. This would negatively impact the project schedule and potentially lead to the City missing the deadline set by the State to certify the update. 3. Combine the LUCE update with the 7th Cycle Housing Element update. This alternative is not recommended, as it does not follow the logical sequencing of the Housing Element update prior to the LUCE update. The Housing Element update will inform any updates to the LUCE that are needed. Additionally, adding in the LUCE update could impact the ability of the City to get the Housing Element certified by the state before the deadline at the end of 2028. Staff and consultant resources would be further strained by adding the LUCE scope to this item. ATTACHMENTS A - Draft Request for Proposals (RFP) for Housing Element Update Page 36 of 210 The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities. Telecommunications Device for the Deaf (805) 781-7410. Notice Requesting Proposals the City’s 7th Cycle Housing Element Update The City of San Luis Obispo is requesting sealed proposals for the City’s 7th Cycle Housing Element Update. All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidNet Direct. All proposals must be received via BidNet Direct by November 17, 2026 at 3 p.m., when they will then be opened electronically via BidNet Direct on the proposal end date and time. The preferred method for bid submission is electronic via BidNet Direct. However, if you wish to submit a paper copy, please submit it in a sealed envelope plainly marked “Proposal for the City’s 7th Cycle Housing Element Update,” to the Department of Finance, at 990 Palm Street, San Luis Obispo, CA, 93401, at or before 3pm on November 17, 2026. Project packages and additional information may be obtained at the City’s BidNet Direct website at www.BidNetDirect.com. For technical help with BidNet Direct, please contact BidNet Direct tech support at 800-835-4603. For any questions regarding the City’s Housing Element Update, please contact David Amini, Housing Coordinator at damini@slocity.org or (805) 781-7524. Page 37 of 210 -1- TABLE OF CONTENTS A. INTRODUCTION ......................................................................................................................................... 2 B. SCOPE OF WORK ....................................................................................................................................... 2 C. PROJECT SCHEDULE .................................................................................................................................. 9 D. GENERAL TERMS AND CONDITIONS ....................................................................................................... 10 E. SPECIAL TERMS AND CONDITIONS.......................................................................................................... 12 F. PROPOSAL CONTENT REQUIREMENTS ....................................................... Error! Bookmark not defined. EXHIBIT A : FORM OF AGREEMENT ............................................................................................................. 19 EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES……………………………………………….. 28 Page 38 of 210 -2- A. INTRODUCTION The City of San Luis Obispo seeks proposals from qualified consulting firms to prepare the City’s Seventh Cycle Housing Element Update for the 2029-2036 planning period. Through this process, the City seeks to expand housing opportunities for all, promote diversity, equity, and inclusion, further fair housing outcomes, and advancing City goals related to greenhouse gas emissions reductions and community resiliency. As a Prohousing designated jurisdiction by the state, the City leads the region in innovative housing policies and programs. The City has successfully facilitated the development of 3,190 units during the current Housing Element Cycle, 719 of which are deed-restricted affordable units, and is focused on providing a variety of housing types for community members. The selected consultant shall demonstrate relevant expertise, experience, and an approach that reflects a clear understanding of the State Housing Element requirements and the City’s major goals and commitment to housing and the creation of a sustainable community. The completed Housing Element must meet all statutory requirements, be consistent with the City’s General Plan, achieve certification from the California Department of Housing and Community Development (HCD) by December 2028, and include relevant environmental compliance documentation pursuant to the California Environmental Quality Act (CEQA). The City’s General Plan and 6th Cycle Housing Element is available here: https://www.slocity.org/government/department-directory/community-development/planning- zoning/general-plan/. Past General Plan Annual Reports can be found here: https://www.slocity.org/government/department-directory/community-development/planning- zoning/general-plan B. SCOPE OF WORK The following outlines the required tasks and responsibilities of the consultant for completion of the 7th Cycle Housing Element Update. The consultant shall conduct public outreach, prepare all required technical analyses, draft and finalize Housing Element documents, and environmental documentation, and support the City through the State review process, including submittal to HCD, coordination during HCD’s review, and preparation of revisions necessary to achieve certification. Each proposal shall include a detailed schedule and cost estimate that identifies the projected timeline, staffing hours, and cost for completing each task listed below. Proposals should emphasize the ability to deliver these tasks efficiently and within the proposed timeframe. Project Management and Coordination The consultant shall provide overall project management, coordination, and quality control throughout preparation of the 7th Cycle Housing Element Update. This task includes project budget management, schedule management, and coordination between the consultant and City staff across multiple departments including meetings, phone conferences, email exchanges, and other communications to ensure timely delivery, adoption, and certification of the City’s updated Housing Element. Proposals should identify the number of meetings anticipated and expectations for jurisdictional staff. Strategies or practices to ensure clear and timely communication and effective project coordination should be Page 39 of 210 -3- described. Strategies for ensuring coordination with HCD over the course of the project should also be addressed, as needed. Deliverables:  Project schedule and task-level budget, updated monthly  Kick-off meeting and regular coordination meetings between City staff and consultant (number to be identified by consultant)  Consultant kick-off meeting notes, coordination meeting notes, and monthly project manager meeting notes  Monthly (Quarterly?) status report identifying work completed, upcoming activities, deliverable status Community Outreach / Public Participation Consultant shall develop a comprehensive community outreach program that effectively reaches, educates and engages the community throughout the Housing Element update. The program shall include strategies to ensure broad inclusion and equitable participation, particularly of hard-to-reach groups and special needs populations, with special attention given to communicating information so it is accessible and easy to understand. The intent of the outreach effort is not just to inform the public, but to engage key stakeholder groups to provide expertise and support towards Housing Element policies and programs. Outreach shall begin early in the process and continue throughout the project. . At a minimum, outreach shall solicit and document public input regarding housing needs, constraints, draft ideas, site options, the draft Housing Element, and environmental review documents. The consultant will conduct workshops, develop surveys, engage with community groups such as the Developer’s Roundtable, Chamber of Commerce, and collaborate with the City’s DEI and Communications teams to ensure effective public outreach. Deliverables:  Draft and final community outreach program (PDF file)  Attendance at meetings of established groups such as Developer’s Roundtable and the Chamber of Commerce  Attendance at community engagement meetings and efforts (could include booths at Farmer’s Market or other community events)  Attendance lists for public outreach meetings  List of comments/feedback from in-person meetings and online tools  Technical Memo(s) documenting Public Outreach Efforts  Notification list and ongoing management of list  Presentation materials  Marketing information and material to be distributed to the City’s website  Community engagement survey questions Housing Needs Analysis Utilizing public input from outreach efforts described above, City-provided information, and various data sources (California Department of Finance, US Census and American Community Survey, etc.), the consultant will prepare an analysis per the requirements of Government Code 65583(a) to understand: 1. Population, employment, and demographic trends; 2. Household characteristics, including cost burden and housing overcrowding; Page 40 of 210 -4- 3. Existing housing needs; 4. Housing needs, including special needs housing, missing middle housing, and low-income housing; 5. Subsidized housing developments with expiring contracts; 6. Projected housing needs for all income levels to address the 7th Cycle RHNA including historic and projected housing production. Deliverables:  Draft and final Housing Needs Analysis Memo evaluating housing needs, demographic and economic trends, data limitations, and implications for the Housing Element. The final memo shall include supporting tables, charts, source citations, assumptions, and appendices or electronic source files sufficient for the City to verify the analysis. Constraints Analysis The consultant shall identify and analyze potential and actual governmental and non-governmental constraints consistent with the requirements of Government Code 65583(a)(5) and 65583(a)(6) to the maintenance, improvement, or development of housing for all income levels, including housing for people with disabilities. The analysis should identify the specific standards and processes of these constraints and evaluate their impact on the supply and affordability of housing. The Constraints Analysis from the 6th Cycle Housing Element should serve as a starting point for this effort. The analysis should distinguish between constraints within the City’s control, and constraints imposed by regional, or state regulatory standards pose an actual constraint and must also demonstrate efforts to remove constraints that hinder a jurisdiction from meeting its housing needs. For constraints within the City’s control, the consultant shall identify potential actions, programs, or amendments to reduce or remove the constraint. The consultant shall analyze development standards – including setbacks, lot coverage, minimum lot size and width, height limits, and parking requirements – to assess whether they constrain housing affordability, infill development, or the City’s ability to accommodate a range of housing types, and identify opportunities to modify these standards, to support infill housing, affordability, and walkable neighborhoods. Review existing zoning regulations, housing approval processes, permit procedures, infrastructure constraints, environmental constraints, market conditions. The consultant shall identify and evaluate potential amendments to the General Plan and zoning code that could support context sensitive infill housing, missing middle housing types, and redevelopment in appropriate locations. Deliverables:  Constraints Analysis o inventory of governmental and nongovernmental constraints; o supporting data and documentation; o Identification of whether each constraint is within the City’s control; and o Recommended programs, amendments, or other actions to reduce or remove identified constraints. Page 41 of 210 -5- Affirmatively Furthering Fair Housing (AFFH) Analysis The consultant shall prepare an AFFH analysis consistent with Government Code 65583(c)(10), current HCD guidance, and all other applicable State requirements. The analysis shall evaluate patterns of segregation and integration, access to opportunity, disparities in housing needs and displacement risk in the community, barriers to housing choice, at the local and regional levels, and provide meaningful and implementable actions to address any identified fair housing issues. The analysis shall identify and prioritize contributing factors associated with each identified fair housing issue and evaluate the relationship between the City’s proposed housing sites, policies, programs, and fair housing conditions. Based on this analysis, the consultant shall recommend specific, meaningful, and implementable actions to address identified fair housing issues. Each recommended action shall identify the intended outcome, responsible party, implementation timeframe, geographic focus where applicable, and measurable objective or performance metric. The consultant shall document the data sources, assumptions, methodology, limitations, and community input used in the analysis and shall coordinate its findings and recommendations with the Housing Needs Analysis, Constraints Analysis, Sites Inventory, and proposed Housing Element programs. Deliverables:  AFFH Analysis o Supporting data, maps, tables, and source documentation; o Analysis of local and regional fair housing patterns and conditions; o Identification and prioritization of contributing factors; o Evaluation of the relationship between housing opportunity sites and fair housing conditions; o Summary of relevant community and stakeholder input; and o Recommended actions with responsible parties, implementation timeframes, geographic focus, and measurable objectives. Sites Inventory and RHNA Capacity Analysis The consultant shall prepare a comprehensive housing opportunity sites inventory and capacity analysis consistent with Government Code 65583(a)(3) and that demonstrates the City’s ability to accommodate its assigned RHNA (which is anticipated to be 3,000-4,500 units in the 7th Cycle) in each income category. This task shall include: 1. Reviewing the prior-cycle sites inventory and determining the continued availability and realistic development capacity of previously identified sites; 2. Identifying and evaluating new opportunity sites; 3. Preparing a parcel-level inventory identifying applicable zoning, General Plan designation, existing use, acreage, development status, assumed density, realistic unit capacity, income category, and other relevant site characteristics; Page 42 of 210 -6- 4. Identifying approved, proposed, or planned housing developments that may be credited toward the RHNA, together with the assumptions supporting any claimed capacity; 5. Evaluating whether existing zoning, development standards, infrastructure, environmental conditions, ownership patterns, and existing uses affect the availability or realistic capacity of identified sites; 6. Evaluating specific plan areas and other appropriate locations where changes in density, development standards, or land-use regulations could increase housing capacity; 7. Evaluating the geographic distribution of opportunity sites and coordinating the analysis with the AFFH Analysis; 8. Identifying any shortfall in capacity by income category and recommending zoning amendments, General Plan amendments, programs, incentives, or other strategies necessary to accommodate the RHNA; and 9. Maintaining sufficient supporting documentation to substantiate all site-selection and capacity assumptions. Deliverables:  Draft and final parcel-level Sites Inventory in editable spreadsheet;  Draft RHNA Capacity Analysis showing capacity by site, income category, and applicable planning area;  Draft opportunity site maps;  Capacity shortfall and implementation strategy;  Inventory of pending and approved housing projects for credit toward RHNA. Goals, Policies, Programs, and Quantified Objectives The consultant shall evaluate the City’s existing Housing Element goals, policies, programs and quantified objectives and recommend which provisions should be retained, revised, replaced, or removed. The consultant shall develop proposed new or revised goals, policies, and programs to ensure compliance with State law and effective response to the housing needs, constraints and key priorities identified through the update process. The consultant shall evaluate whether existing General Plan density standards constrain the City’s ability to accommodate its RHNA and facilitate infill housing consistent with State housing law and City climate goals as outlined in the Climate Action Plan. Proposed goals, policies, programs, and objectives shall reflect priorities articulated through the community engagement process as well as ensuring internal consistency with other elements of the General Plan. The consultant shall identify amendments to other General Plan Elements, policies, or programs necessary to ensure internal consistency. Each proposed Housing Element program shall identify, at a minimum, the specific implementation action, responsible City department or other responsible party, implementation timeframe, funding source where applicable, geographic applicability where relevant, measurable objective, and monitoring or Page 43 of 210 -7- reporting requirement. Recommendations shall distinguish between mandatory actions necessary for compliance and discretionary actions proposed to advance City priorities. Deliverables:  Evaluation matrix identifying each existing goal, policy, program, and quantified objective and recommending whether it should be retained, revised, replaced, or removed, with the basis for each recommendation;  Implementation matrix identifying each program’s required action, responsible party, implementation deadline, funding source where applicable, measurable objective, and monitoring requirement;  Draft and final memorandum identifying amendments to other General Plan elements, policies, or programs necessary for internal consistency with the Housing Element and applicable State law. The memorandum shall describe each proposed amendment, its purpose, responsible department, anticipated schedule, and relationship to the Housing Element. Draft Housing Element and Public Hearings The consultant shall prepare and submit an administrative draft Housing Element incorporating all required statutory components, technical analyses, findings, goals, policies, programs, and implementation measures necessary to satisfy State law and HCD requirements for jurisdictional staff review. The City will provide a comprehensive set comments on the administrative draft. The consultant shall revise the administrative draft to address the City’s comments and identify any requested change that the consultant believes may create compliance concerns. Once edits are complete, the consultant shall prepare a draft Housing Element that is made available to the public and presented to both the Planning Commission and City Council at public hearings. Based on public comments, Planning Commission and Council input, the consultant shall prepare a revised draft for the City review. Following City approval, the consultant shall prepare the complete HCD submittal package and support the City’s submission to HCD. Deliverables:  Administrative draft (Microsoft Word file), public review draft, and HCD review draft Housing Element (Microsoft Word and PDF files)  Comment-response matrices documenting City comments, public comments, and Planning Commission and City Council direction  Complete HCD submittal package, including the revised Housing Element, supporting technical documents, appendices, maps, data files, and other required materials  Meeting agendas, staff-support materials, and PowerPoint presentations in editable and PDF formats for each Planning Commission and City Council presentation  Meeting summaries documenting comments, questions, and direction received at each public meeting or hearing  Final native and editable files for all supporting tables, maps, graphics, and appendices.  Preparation for and attendance at a minimum of two public meetings or hearings—one Planning Commission meeting and one City Council meeting. The proposal shall identify the number of included meetings and the cost for additional authorized meetings. Page 44 of 210 -8- Ongoing Engagement and Consultation with HCD The consultant shall support the City’s engagement with HCD throughout the housing element update and certification process. This will include establishing regular meetings with the HCD reviewer, and corresponding with HCD on behalf of the City. The consultant shall not submit correspondence, revised Housing Element materials, or other substantive materials to HCD without the City’s prior approval, unless otherwise authorized in writing by the City. Consultant will ensure that HCD adheres to their published review timelines during review of the draft and final Housing Element. The consultant shall not be responsible for delays caused solely by HCD; however, the consultant shall remain responsible for timely and complete responses to HCD comments and for correcting deficiencies attributable to the consultant’s work. Engagement with HCD shall continue through completion of the HCD review process and the City’s receipt of HCD’s final written findings on the adopted Housing Element, subject to the terms and duration of the Agreement. Final Draft Hearings, Final Adoption and Certification The consultant shall work closely with HCD and City staff to respond to any comments and produce a final draft Housing Element for adoption. The consultant shall maintain a comment-response matrix documenting each HCD comment, the proposed response, resulting revisions, and any issue requiring City direction. Corrections arising from errors, omissions, or deficiencies in the consultant’s work shall be completed without additional compensation. The consultant shall prepare for present to the Planning Commission and City Council at public meetings. Following adoption, the consultant shall prepare the final Housing Element, including incorporating all approved changes from the public hearings, and submit to HCD for final certification as well as the water/sewer district and the California Office of Land Use and Climate Innovation. Deliverables:  Draft final , adopted, and HCD reviewed Housing Element (Microsoft Word and PDF files);  Meeting agendas, staff-support materials, and PowerPoint presentations in editable and PDF formats for the Planning Commission and City Council meetings.  Preparation for and attendance at one Planning Commission hearing and one City Council adoption hearing.  Complete post-adoption HCD submittal package, including the adopted Housing Element, resolutions, supporting documents, comment-response materials, and other required files.  Final submittal packages for water/sewer district, and the California Office of Land Use and Climate Innovation.  Attendance at between two to six public meetings (Planning Commission and City Council).  Final HCD certification package. Environmental Review and CEQA Compliance Page 45 of 210 -9- The Consultant shall evaluate and prepare appropriate environmental documentation necessary to support adoption of the 7th Cycle Housing Element Update pursuant to CEQA. The Consultant shall determine the appropriate CEQA approach, evaluating potential streamlining and tiering opportunities. The Consultant shall evaluate potential impacts related to land use, population and housing, transportation, air quality, greenhouse gas emissions, biological resources, cultural resources, utilities, public services, hazards, noise, aesthetics, and all other applicable CEQA resource areas. The Consultant shall be responsible for preparing all required CEQA documents, within the City-approved scope, and shall support environmental noticing, responses to comments, and adoption procedures. Deliverables:  Initial Study  Administrative Draft Environmental Document (i.e. Mitigated Negative Declaration or Environmental Impact Report as appropriate)  Public Review Draft  Recommended Mitigation Measures and Monitoring Report, if applicable  Notice of Intent, Notice of Availability, Response to Comments  Final Environmental Document  Notice of Determination C. PROJECT SCHEDULE Request for Proposals Timeline Request for Proposals Issued October 27, 2026 Last day for questions/clarifications November 6, 2026 City Response to questions/clarifications due November 10, 2026 RFP Submittal Deadline November 17, 2026 Interviews December 8, 2026 Notification of Intent to Award December 16, 2026 Agreement Execution January 13, 2027 Important Dates Milestones December 2027  City review of administrative draft Housing Element and supporting documents March 2028  Review of draft Housing Element by Planning Commission April 2028  Review of draft Housing Element by City Council May 2028  Submission of City-approved draft Housing Element to HCD May-November 2028  Staff and Consultant review HCD comments, incorporate changes into final draft for adoption November 2028  Review of final Housing Element by Planning Commission and City Council December 2028  Final certification by HCD on or before this date. Page 46 of 210 -10- E. GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms, and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be submitted electronically via BidNet. However, if you can’t submit electronically, please email a copy to the contacts listed in the RFP package, if you can’t email it, please send a copy in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the proposal should be clearly labeled with the proposal title, project number, name of bidder, and date and time of proposal opening. 3. Insurance Certificate. Each proposal must include a certificate of insurance showing: a. The insurance carrier and its A.M. Best rating. b. Scope of coverage and limits. c. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed under paragraph 12 below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Exhibit C to the Agreement (Exhibit A to the RFP). 5. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the Director of Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened. No proposal received after the time specified or at any place other than that stated in the “Notice Inviting Bids/Requesting Proposals” will be considered. 6. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 7. Communications. All timely requests for information and questions shall be submitted in writing by the deadline and through the method specified in this RFP. Only a written addendum issued Page 47 of 210 -11- by the City may modify the requirements of this RFP. Oral statements and other informal communications shall not bind the City. 8. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 60 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations, request clarification, negotiate scope or compensation, and accept the proposal determined to provide the best value to the City. See the proposal evaluation section evaluation and contract award criteria. 9. Competency and Responsibility of Bidder. The City reserves full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City deems necessary to make such a decision. 10. Contract Requirement. The bidder to whom award is made (Contractor) shall execute a written Professional Services Agreement contract with the City within ten (10) calendar days after notice of the award. The contract shall be made in the form adopted by the City and incorporated in these specifications. Any proposed modifications to the City’s contract shall be submitted with the bidder’s proposal and may be factored into the City’s decision to award the contract. CONTRACT PERFORMANCE 11. The City’s contract terms and conditions that Consultant will be expected to execute and be bound by are attached hereto as Exhibit A. Page 48 of 210 -12- F. SPECIAL TERMS AND CONDITIONS 1. Contract Award. The contract will be awarded to the responsive and responsible proposer whose proposal the City determines provides the best value based on the evaluation criteria stated in this RFP. Award is subject to successful negotiation and execution of the City’s Professional Services Agreement. 2. Labor Actions. In the event that the successful proposer is experiencing a labor action at the time of contract award (or if its suppliers or subcontractors are experiencing such a labor action), the City reserves the right to declare said proposer is no longer the most qualified, responsive proposer and to accept the next acceptable proposal from a proposer that is not experiencing a labor action, and to declare it to be the most qualified, responsive proposer. 3. Failure to Accept Contract. The following will occur if the proposer to whom the award is made fails to execute the Agreement, provide required insurance documents, or satisfy another condition of award within the time specified by the City, the City may withdraw the award and proceed with another proposer. The City is not required to select the next highest-ranked proposer. 5. Contract Term. The supplies or services identified in this specification are anticipated to be used by the City for 22 months. The prices quoted for these items must be valid for the entire period indicated above unless otherwise conditioned by the proposer in its proposal. 6. Contract Extension. The term of the contract may be extended by written amendment when necessary to complete the approved services, respond to delays outside the parties’ reasonable control, or perform additional services authorized by the City. An extension of time shall not automatically entitle the consultant to additional compensation. 7. Contractor Invoices. The Contractor may deliver either a monthly invoice to the City with attached copies of detail invoices as supporting detail, or in one lump-sum upon completion. Non-Exclusive Contract. The Agreement is nonexclusive. The City may obtain related or supplemental services from other consultants when the City determines that doing so is in its best interest. The consultant shall reasonably cooperate and coordinate with City staff and other City consultants. 8. Delivery. The consultant’s fee shall include delivery of all work products identified in the Scope of Work. Deliverables shall be provided electronically in the required editable and publication-ready formats. Printing, mailing, travel, and other reimbursable expenses shall be included in the proposed fee unless separately identified and approved by the City. 9. Start and Completion of Work. Work shall begin only after the City issues a written notice to proceed. The consultant shall complete the services in accordance with the approved project schedule and contract term. The consultant shall promptly notify the City in writing of any Page 49 of 210 -13- anticipated delay and provide a proposed recovery plan. No extension of time or increase in compensation shall be effective without prior written City authorization. 10. Change in Work. The City may direct changes to the approved services by written amendment or other written authorization permitted under the Agreement. Before performing changed work, the consultant shall submit a written proposal describing the revised scope, deliverables, staffing, schedule effect, and compensation. The consultant shall continue performing unaffected services while a proposed change is under review. Corrections of errors, omissions, inconsistencies, or deficiencies in the consultant’s work are not additional services and shall be completed without additional compensation. 11. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package. 12. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package. Page 50 of 210 -14- PROPOSAL CONTENT 1. Proposal Content. Your proposal must include the following information: Submittal Forms a. Proposal submittal summary. b. Certificate of insurance. c. References from at least three firms for whom you have provided similar services. Qualifications d. Experience of your firm and those of sub-consultants in performing work and projects relevant to the Scope of Services outlined and described in the request. e. Resumes of the individuals who would be assigned to this project, including any sub- consultants, with their corollary experience highlighted and specific roles in this project clearly described. f. Standard hourly billing rates for the assigned staff, including any sub-consultants. g. Statement and explanation of any instances where your firm or sub-consultant has been removed from a project or disqualified from proposing on a project. Work Program h. Description of the proposer’s understanding of the project objectives, key issues, risks, dependencies, and proposed approach to completing each task and deliverable in the Scope of Work i. Detailed project schedule showing tasks, subtasks, deliverables, City review periods, public meetings, HCD review periods, environmental-review activities, dependencies, critical-path activities, and responsible personnel j. Staffing plan showing the estimated hours of each proposed individual and subconsultant by task and deliverable. k. Detailed cost proposal showing labor hours, billing rates, labor costs, subconsultant costs, reimbursable expenses, contingency or allowance amounts, optional services, and total not-to-exceed compensation by task and deliverable l. Specific services, data, decisions, review periods, meeting support, and other resources the proposer assumes will be provided by the City. m. Services and deliverables provided by the Consultant(s). n. Any other information that would assist us in making this contract award decision. o. Description of assumptions critical to development of the response which may impact cost or scope. Requested Changes to Terms and Conditions p. The City desires to begin work soon after selecting the preferred Consultant and expects the Consultant to execute the City’s contract and all of the terms therein, as set forth in Exhibit A. To expedite the contracting process, each submittal shall include requested Page 51 of 210 -15- redlined changes to terms and conditions, if necessary. Please be advised that Consultant’s requested changes to the City’s terms and conditions will be considered by City staff when scoring and determining the competency and responsibility of the proposer. Proposal Length q. Proposal length should only be as long as required to be responsive to the RFP, including attachments and supplemental materials. 2. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee and evaluated on the following criteria: Criteria Points Project understanding and proposed approach Firm experience and performance on comparable projects Qualifications, experience, roles, and availability of proposed personnel Work plan, schedule, project controls, and quality assurance Cost, level of effort, and overall value Proposal quality, references, contract exceptions, and overall project risk Commitment to climate action and sustainable business practices a. Understanding of the work required by the City. Demonstrated understanding of the project objectives, required services, regulatory process, major risks, dependencies, and City priorities; and the quality, feasibility, and completeness of the proposed approach. b. Quality, clarity and responsiveness of the proposal. Relevant experience successfully completing comparable California housing-element, public-outreach, HCD-coordination, and environmental-review assignments. Consideration may include project outcomes, timeliness, budget performance, and client references c. Demonstrated competence and professional qualifications necessary for successfully performing the work required by the City. Qualifications, relevant experience, assigned roles, demonstrated availability, and continuity of the proposed project manager, key personnel, and subconsultants. d. Work Plan. Quality and feasibility of the proposed work plan, task-level schedule, staffing allocation, quality-control process, communication procedures, HCD-comment tracking, and methods for managing schedule, budget, and project risk. Page 52 of 210 -16- e. Cost and Overall Value. Reasonableness and completeness of the proposed fee, staffing hours, billing rates, task allocation, assumptions, optional-service pricing, and overall value offered to the City. The lowest-priced proposal will not necessarily receive the highest score. f. Work Plan and Project Controls. Quality and feasibility of the proposed work plan, task- level schedule, staffing allocation, quality-control process, communication procedures, HCD-comment tracking, and methods for managing schedule, budget, and project risk. g. Information about how your company mitigates the environmental impact of its services, such as greenhouse gas emissions, amount of waste generated, water and energy use, or other areas related to your products and services. As reflected above, contract award will not be based solely on price, but on a combination of factors as determined to be in the best interest of the City. The City intends to select the proposer whose qualifications, approach, personnel, work plan, cost, and contractual risk provide the best overall value to the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected contractor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation. If the City cannot reach an acceptable agreement, it may terminate negotiations and begin negotiations with another proposer. The City reserves the right to reject all proposals, cancel the procurement, or make no award. 3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP October 27, 2026 b. Receive proposals November 17, 2026 c. Complete proposal evaluations January 4, 2027 d. Conduct finalist interviews and finalize recommendation January 11, 2027 e. Execute contract February 9, 2027 f. Start work February 9, 2027 4. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of the Contractor as part of the work or services under these specifications shall become the permanent property of the City and shall be delivered to the City upon demand. 5. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by the Contractor as part of the work or services under these specifications shall be the property of the City and shall not be made available to any individual or organization by the Contractor without the prior written approval of the City. 6. Copies of Reports and Information. If the City requests additional copies of reports, drawings, specifications, or any other material in addition to what the Contractor is required to furnish in limited quantities as part of the work or services under these specifications, the Contractor shall provide such additional copies as are requested, and City shall compensate the Contractor for the costs of duplicating of such copies at the Contractor's direct expense. Page 53 of 210 -17- 7. Required Deliverable Products. The Contractor will be required to provide: a. One electronic submission - digital-ready original .pdf of all final documents. If you wish to file a paper copy, please submit in sealed envelope to the address provided in the RFP. b. Corresponding computer files compatible with the following programs whenever possible unless otherwise directed by the project manager: Word Processing: MS Word Spreadsheets: MS Excel Desktop Publishing: InDesign Virtual Models: Sketch Up Digital Maps: Geodatabase shape files in State Plan Coordinate System as specified by City GIS staff c. City staff will review any documents or materials provided by the Contractor and, where necessary, the Contractor will be required to respond to staff comments and make such changes as deemed appropriate. ALTERNATIVE PROPOSALS 8. Alternative Proposals. The proposer may submit an alternative proposal (or proposals) that it believes will also meet the City's project objectives but in a different way. In this case, the proposer must provide an analysis of the advantages and disadvantages of each of the alternative and discuss under what circumstances the City would prefer one alternative to the other(s). 9. Attendance at Meetings and Hearings. As part of the workscope and included in the contract price is attendance by the Contractor at up to [number] public meetings to present and discuss its findings and recommendations. Contractor shall attend as many "working" meetings with staff as necessary in performing work-scope tasks. 10. Accuracy of Specifications. The specifications for this project are believed by the City to be accurate and to contain no affirmative misrepresentation or any concealment of fact. Bidders are cautioned to undertake an independent analysis of any test results in the specifications, as City does not guaranty the accuracy of its interpretation of test results contained in the specifications package. In preparing its proposal, the bidder and all subcontractors named in its proposal shall bear sole responsibility for proposal preparation errors resulting from any misstatements or omissions in the plans and specifications that could easily have been ascertained by examining either the project site or accurate test data in the City's possession. Although the effect of ambiguities or defects in the plans and specifications will be as determined by law, any patent ambiguity or defect shall give rise to a duty of bidder to inquire prior to proposal submittal. Failure to so inquire shall cause any such ambiguity or defect to be construed against the bidder. An ambiguity or defect shall be considered patent if it is of such a nature that the bidder, assuming reasonable skill, ability and diligence on its part, knew or should have known of the existence of the ambiguity or defect. Furthermore, failure of the bidder or subcontractors to notify City in writing of specification or plan defects or ambiguities prior to proposal submittal shall waive any right to assert said defects or ambiguities subsequent to submittal of the proposal. Page 54 of 210 -18- To the extent that these specifications constitute performance specifications, the City shall not be liable for costs incurred by the successful bidder to achieve the project’s objective or standard beyond the amounts provided there for in the proposal. In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged ambiguity or defect in the plans and/or specifications, or any other matter whatsoever, Contractor shall immediately notify the City in writing, and the Contractor and all subcontractors shall continue to perform, irrespective of whether or not the ambiguity or defect is major, material, minor or trivial, and irrespective of whether or not a change order, time extension, or additional compensation has been granted by City. Failure to provide the hereinbefore described written notice within one (1) working day of contractor's becoming aware of the facts giving rise to the dispute shall constitute a waiver of the right to assert the causative role of the defect or ambiguity in the plans or specifications concerning the dispute. Page 55 of 210 -19- EXHIBIT A CITY OF SAN LUIS OBISPO PROFESSIONAL SERVICES AGREEMENT This agreement (Agreement) is made and entered into in the City of San Luis Obispo on ________ by and between the City of San Luis Obispo, a municipal corporation and charter city (City) and ________, hereinafter referred to as Contractor (collectively referred to as the “Parties”). WITNESSETH: WHEREAS, on _______, City requested proposals for Notice Requesting Proposals the City’s 7th Cycle, and; WHEREAS, Contractor is qualified to perform this type of Services and has submitted a written proposal to do so, which has been accepted by City; and NOW, THEREFORE, in consideration of their mutual promises, obligations, and covenants hereinafter contained, the Parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until acceptance and completion of said Services, whichever occurs sooner. 2. INCORPORATION BY REFERENCE. City Notice Requesting Proposals the City’s 7th Cycle and Contractor’s proposal are hereby incorporated in and made a part of this Agreement, attached as Exhibit A. The City’s insurance requirements are hereby incorporated in and made part of this Agreement, attached as Exhibit B. To the extent that there are any conflicts between the Contractor’s fees and scope of work and the City’s terms and conditions as stated herein, the City’s terms and conditions shall prevail unless specifically agreed otherwise in writing signed by both Parties. 3. CITY’S OBLIGATIONS. For providing services as specified in this Agreement, and upon receipt of an invoice, City will pay and Contractor shall receive compensation as set forth in Contractor’s proposal and pursuant to the Payment Terms set forth in paragraph 14 of the Agreement. 4. CONTRACTOR’S OBLIGATIONS. For and in consideration of the payments and agreements herein before mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement including that work as set forth in Exhibit A. 5. PAYMENT OF TAXES. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 6. LICENSES AND PERMITS. At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Agreement. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Agreement. 7. COMPLIANCE WITH LAW. The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Page 56 of 210 -20- Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Agreement. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. 8. COMPLIANCE WITH INDUSTRY STANDARD. Contractor shall provide services acceptable to City in strict conformance with the Agreement. Contractor shall also provide in accordance with the standards customarily called for under this Agreement using the degree of care and skill ordinarily exercised by reputable providers of such services. Where approval by the City, the City Manager, the Mayor, or other representative of City is required, it is understood to be general approval only and does not relieve Contractor of responsibility for complying with all applicable laws, codes, policies, regulations, and good business practices. 9. INDEPENDENT CONTRACTOR. a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability whatsoever against City, or bind City in any manner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. c. Contractor’s duties and services under this agreement shall not include preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor/Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor/Contractor shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 10. PRESERVATION OF CITY PROPERTY. The Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged resulting from Contractor’s operations, it shall be replaced or restored at Contractor’s Page 57 of 210 -21- expense. The City’s facilities shall be replaced or restored to a condition as good as when the Contractor began the work. 11. IMMIGRATION ACT OF 1986. The Contractor warrants on behalf of itself and all subcontractors engaged for the performance of the Services that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the Services hereunder. 12. NON-DISCRIMINATION. In the performance of the Services, the Contractor agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 13. WORK SCHEDULED/TIME OF COMPLETION. City and Contractor agree that time is of the essence in this Agreement. City and Contractor further agree that Contractor's failure to perform on or at the times set forth in this Agreement will damage and injure City, but the extent of such damage and injury is difficult or speculative to ascertain. Consequently, City and Contractor agree that any failure to perform by Contractor at or within the times set forth herein shall result in liquidated damages for each and every day such performance is late or delayed. City and Contractor agree that such sum is reasonable and fair. Furthermore, City and Contractor agree that this Agreement is subject to Government Code Section 53069.85 and that each party hereto is familiar with and understands the obligations of said Section of the Government Code. 14. PAYMENT TERMS. The City’s payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the materials, supplies, equipment, or services provided by the Contractor (Net 30). Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Final June invoices shall be received no later than the 5th business day of July to meet City fiscal year-end deadlines. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Contractor's fees it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice, therefore. 15. INSPECTION. City shall at all times have the right to inspect the work being done under this Agreement and Contractor shall furnish City with every reasonable opportunity and assistance required for City to ascertain that the Services of the Contractor are being performed in accordance with the requirements and intentions of this Agreement. All work done, and all materials furnished, if any, shall be subject to the City’s inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations under the Agreement. 16. RELEASE OF INFORMATION. a. All information gained by Contractor in performance of this Agreement shall be considered confidential and shall not be released by Contractor without City's prior written authorization. Contractor, its officers, employees, agents, or subcontractors, shall not, without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under Page 58 of 210 -22- this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. b. Contractor shall promptly notify City should Contractor, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Contractor is prohibited by law from informing the City of such Discovery. City retains the right, but has no obligation, to represent Contractor and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless City is a party to the lawsuit, arbitration, or administrative proceeding and is averse to Contractor in such proceeding, Contractor agrees to cooperate fully with City and to provide the opportunity to review any response to Discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 17. OWNERSHIP OF DOCUMENTS. a. Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of the Services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts or copies therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services under this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Contractor hereby grants to City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Contractor in the course of providing the Services under this Agreement. 18. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, Page 59 of 210 -23- and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance or Contractor’s failure to perform its obligations under this Agreement or out of the operations conducted by Contractor, including the City’s passive negligence, except for such loss or damage arising from the sole or active negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees the ir costs of defense, including reasonable legal fees, incurred in defense of such claims. The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section survives the completion of the services or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. Contractor’s indemnification obligations under this section extend to any claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-Contractors/ subcontractors. 19. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE. a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least thirty (30) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Contractor will submit an invoice to the City pursuant to Section 14. 20. TERMINATION FOR CAUSE. If, during the term of the Agreement, the City determines the Contractor is not faithfully abiding by any term or condition contained herein, the City may notify the Contractor in writing of such defect or failure to perform. This notice must give the Contractor a ten (10) calendar day notice of time thereafter in which to perform said work or cure the deficiency. a. If the Contractor has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such shall constitute a breach of the Agreement and the City may terminate the Agreement immediately by written notice to the Contractor to said effect (“Notice of Termination”). Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the Agreement except to comply with the obligations upon termination. b. In said event, the Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City’s Notice of Termination, minus any offset from such payment representing the City’s damages from such breach. “Reasonable value” includes fees or charges for goods Page 60 of 210 -24- or services as of the last milestone or task satisfactorily delivered or completed by the Contractor as may be set forth in the Agreement payment schedule; compensation for any other work or services performed or provided by the Contractor shall be based solely on the City’s assessment of the value of the work-in-progress in completing the overall scope. c. The City reserves the right to delay such payment until completion or confirmed abandonment of the project, as may be determined in the City’s sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall the Contractor be entitled to receive in excess of the not to exceed amount shown in this Agreement. 21. INSURANCE. Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and made part of this Agreement. 22. BUSINESS LICENSE & TAX. The Contractor must have a valid City of San Luis Obispo business license & tax certificate before execution of the contract. Additional information regarding the City’s business tax program may be obtained by calling (805) 781-7134. 23. SAFETY PROVISIONS. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 24. PUBLIC AND EMPLOYEE SAFETY. Whenever the Contractor operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 25. UNDUE INFLUENCE. Contractor declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Contractor, or from any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 26. ASSIGNMENT. The Contractor shall not assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. a. As required above, before retaining or contracting with any subContractor for any services under this Agreement, City must consent to such assignment of performance in writing. For City to evaluate such proposed assignment, Contractor shall provide City with the identity of the proposed subContractor, a copy of the proposed written contract between Contractor and such subContractor, which shall include an indemnity provision similar to the one provided herein and identifying City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subContractor carries insurance at least equal to that required by this Agreement or obtain a written waiver from City for such insurance. 27. AMENDMENT. Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the appropriate review authority according to Page 61 of 210 -25- the City’s Financial Management Manual. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized by the City in advance and in writing. 28. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete Agreement between the Parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral Agreement, understanding, or representation be binding upon the Parties hereto. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 29. NOTICE. All notices to the Parties hereto under this Agreement shall be in writing and shall be sent either by (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) United States Mail, certified, postage prepaid, return receipt requested. All such notices shall be delivered to the addressee or addressed as set forth below: To City: To Contractor: 30. GOVERNING LAW. Any action arising out of this Agreement shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 31. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed the day and year first above written. CITY CONTRACTOR _______________________________ _______________________________ APPROVED AS TO FORM: Page 62 of 210 -26- _______________________________ By: J. Christine Dietrick, City Attorney Page 63 of 210 -27- EXHIBIT A [Placeholder for RFP/RFQ/IFB and Contractor’s Proposal] Page 64 of 210 -28- EXHIBIT B INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Without limiting CONTRACTOR’s indemnification of CITY, and prior to commencement of Work, CONTRACTOR shall obtain, provide and maintain at its own expense during the term of this AGREEMENT, policies of insurance of the type and amounts described below, and in a form satisfactory to CITY. General liability insurance. CONTRACTOR shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. Automobile liability insurance. CONTRACTOR shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this AGREEMENT, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. Professional liability (errors & omissions) insurance. CONTRACTOR shall maintain professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONTRACTOR agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this AGREEMENT. Workers’ compensation insurance. CONTRACTOR shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). CONTRACTOR shall submit to CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of CITY, its officers, agents, employees, and volunteers. Umbrella or excess liability insurance. CONTRACTOR shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:  A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;  Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies. Proof of insurance. CONTRACTOR shall provide certificates of insurance to CITY as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by CITY’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with CITY at all times during the term of this contract. CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. Duration of coverage. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by CONTRACTOR, his agents, representatives, employees or Page 65 of 210 -29- subContractors. Primary/noncontributing. Coverage provided by CONTRACTOR shall be primary and any insurance or self- insurance procured or maintained by CITY shall not be required to contribute with it. The limits of insurance required herein 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 before the CITY’s own insurance or self-insurance shall be called upon to protect it as a named insured. CITY’s rights of enforcement. In the event any policy of insurance required under this AGREEMENT does not comply with these specifications or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this AGREEMENT. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the CITY’s Risk Manager. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this AGREEMENT shall be endorsed to waive subrogation against CITY, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against CITY and shall require similar written express waivers and insurance clauses from each of its subContractors. Enforcement of contract provisions (non estoppel). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR of non-compliance with any requirement imposes no additional obligations on the CITY nor does it waive any rights hereunder. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the CONTRACTOR maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Notice of cancellation. CONTRACTOR agrees to oblige its insurance agent or broker and insurers to provide to CITY with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. Additional insured status. General liability policies shall provide or be endorsed to provide that CITY and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to CITY and approved of in writing. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that CONTRACTOR’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. Pass through clause. CONTRACTOR agrees to ensure that its subContractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by CONTRACTOR, Page 66 of 210 -30- provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. CONTRACTOR agrees that upon request, all agreements with Contractors, subcontractors, and others engaged in the project will be submitted to CITY for review. CITY’s right to revise specifications. The CITY reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the CONTRACTOR, the CITY and CONTRACTOR may renegotiate CONTRACTOR’s compensation. Self-insured retentions. Any self-insured retentions must be declared to and approved by CITY. CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by CITY. Timely notice of claims. CONTRACTOR shall give CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this AGREEMENT, and that involve or may involve coverage under any of the required liability policies. Additional insurance. CONTRACTOR shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage, as well as endorsements effecting general liability coverage. All endorsements are to be received and approved by the City before work commences. Page 67 of 210 Page 68 of 210