Consent Calendar 3 - Attachment 1 Page 1 of 20

PROFESSIONAL SERVICES AGREEMENT (City of Westlake Village/Civic Solutions, Inc.)

THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated October 14, 2020, for reference purposes, and is executed by the City of Westlake Village ("City"), a California municipal corporation, and Civic Solutions, Inc. ("Consultant"), a California corporation ("Consultant").

RECITALS

A. City desires to retain Consultant as an independent contractor to provide the following professional services: General Plan Housing Element and Safety Element update services and related California Environmental Quality Act services.

8. Consultant represents that it is fully qualified to perform such work by virtue of the training and experience of its personnel.

NOW, THEREFORE, the parties agree as follows:

1. Definitions. In addition to the !erms defined above, the following definitions shall apply for purposes of this Agreement:

A. "Commencement Date": October 14, 2020.

B. "Contract Administrator": Deputy City Manager, or a duly authorized designee.

C. "Contract Amount": not to exceed $98,070.

D. "City Manager": Rob de Geus or a duly authorized designee.

E. "Expiration Date": October 31, 2021.

F. "Fee Schedule": the fee schedule set forth in the attached Exhibit B.

G. "Indemnitees": City and its officers, agents, employees, and volunteers .

H. "Insurance Requirements": the insurance requirements set forth in the attached Exhibit C.

I. "Services": the tasks set forth in the attached Exhibit A.

2. Services.

A. Consultant shall perform the Services in a timely, regular basis in accordance with applicable laws. Time is of the essence in the performance of this Agreement.

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Consent Calendar 3 - Attachment 1 of 20

B. Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to City. Consultant shall consult the Contract Administrator for any decisions that must be made by City.

C. In the event any claim is brought against City relating to Consultant's performance of the Services, Consultant shall provide any reasonable assistance and cooperation that City might reqrnre.

3. Term.

A. This Agreement shall commence on the Commencement Date and shall expire on the Expiration Date unless earlier terminated.

B. If Consultant breaches this Agreement and fails to cure such breach within 7 days of written notice from the Contract Administrator, then City may immediately terminate this Agreement for cause. Either party may terminate this Agreement for convenience upon 15 days prior written notice to the other party.

4. Compensation.

A. City shall compensate Consultant for performance of the Services, and Consultant agrees to accept as full satisfaction for such work, payment according to the Fee Schedule. In no event shall the compensation payable to Consultant under this Agreement exceed the Contract Amount.

B. Consultant shall submit monthly invoices to City for the Services. Each invoice shall itemize the work performed during the billing period and the amount due. Within l 0 business days of receipt of each invoice, City shall notify Consultant in writing of any disputed amounts on the invoice. Within 30 calendar days of receipt of each invoice, City shall pay all undisputed amounts on the invoice . City shall not withhold applicable taxes or other authorized deductions from the payments, and Consultant shall pay all required taxes on the payments.

5. Independent Contractor Status. Consultant is, and shall at all times remain as to City, an independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or to act otherwise on behalf of City as an agent. Neither City nor any of its officers, employees, agents or volunteers shall have control over the conduct of Consultant except as set forth in this Agreement.

6. Work Product Ownership. All reports, documents, or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without limitation upon use or dissemination by City.

7. Confidentiality. Consultant shall preserve the confidentiality of all nonpublic data, documents, discussion or other information that is developed or received by it in connection with this Agreement. Consultant shall not disclose such information without the prior written authorization of the City Manager. Upon request, all City data shall be returned to City at

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expiration or termination of this Agreement. Consultant ' s obligations under this section shall survive expiration or termination of this Agreement.

8. Conflict of Interest. Consultant shall not maintain or acquire any financial interest that may be affected by the Services. Consultant shall avoid the appearance of having any financial interest that would conflict in any manner with the Services.

9. Indemnification.

A. Consultant shall defend, hold harmless, and indemnify the Indemnitees from and against any actual, alleged, or threatened causes of action, claims, costs, damages, demands, expenses (including fees of accountants, attorneys, and other professionals), judgments, liens, losses, penalties, and proceedings of any nature whatsoever (collectively, "Liabilities") that arise out of the acts or omissions of Consultant or its subcontractors in connection with this Agreement.

B. Consultant's obligations under this section shall survive expiration or termination of this Agreement, and shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities.

C. Consultant's obligations under this section shall apply, without limitation, to Liabilities that partially involve active or passive negligence by City. However, Consultant's obligations under this section shall not apply to Liabilities that arise from the sole negligence or willful misconduct of City, as determined by final arbitration or court decision or by consensus of the parties.

10. Insurance. Without limiting Consultant's defense, hold harmless, and indemnification obligations under this Agreement, Consultant shall maintain policies of insurance as specified in the Insurance Requirements .

11. Suspension. The Contract Administrator may suspend all or any part of the Services for City's convenience or for work stoppages beyond the control of the parties. Written notice of a suspension shall be given to Consultant.

12. Notices. Any notices, invoices, or other documents related to this Agreement shall be deemed received on: (a) the day of delivery, if delivered by hand during the receiving party's regular business hours or by e-mail or facsimile before or during the receiving party's regular business hours; (b) the business day after delivery, if delivered by e-mail or facsimile after the receiving party's regular business hours; or (c) on the second business day following deposit in the United States mail, postage prepaid, to the addresses listed below, or to such other addresses as the parties may, from time to time, designate in writing.

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City City of Westlake Village 31600 Oak Crest Drive Westlake Village, CA 91361 Attn: Deputy City Manager E-mail: philipp @wlv.org Fax: (818) 706-1391

Consultant Civic Solutions, Inc. 27362 Calle Arroyo San Juan Capistrano, California 92675 Attn: Thomas G. Merrell, AICP E-mail: [email protected] Fax: (949) 489-2408

13. Assignability. Consultant shall not assign, transfer or subcontract any interest in this Agreement or the performance of any of its obligations without the City Manager's prior written consent. This prohibition is not intended to preclude, and shall not be interpreted as precluding, Consultant from utilizing subcontractors identified in Consultant's proposal for the Services, including Veronica Tam and Associates, Inc. Any attempt by Consultant to assign, transfer or subcontract any rights, duties or obligations in violation of this prohibition shall be void.

14. Litigation. In the event that either party shall commence legal action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs of suit including reasonable attorneys' fees. The venue for litigation shall be Los Angeles County. The interpretation of this Agreement shall not be resolved by any rules of construction providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the disputed language.

15. Exhibits. Exhibits A through Care incorporated into this Agreement by reference. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of an Exhibit, the provisions of this Agreement shall prevail.

16. Incorporation of Mandatory Language. Each and every provision required by law to be inserted in this Agreement shall be deemed to be inserted and this Agreement shall be read and enforced as though such provision were included. If through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon request of either party this Agreement shall promptly be amended to make such insertion or correction.

17. Entire Agreement. This Agreement (and the attached Exhibits) represents the entire and integrated contract between the parties regarding the Services. This Agreement supersedes all prior oral or written negotiations, representations and contracts related to the Services. This Agreement may not be amended, nor any provision or breach waived, except in a writing that is signed by the parties and that expressly refers to this Agreement.

[SIGNATURES ON FOLLOWING PAGE]

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TO EXECUTE THIS AGREEMENT, the parties have caused their authorized representatives to sign below.

Civic Solutions, Inc.

J/imM ~ '}~ --== o Chajrper or(;esident o Vice President ~o14.~ =

o Chief Finance Officer o Asst. Treasurer

[Pursuant to California Corporations Code Section 313, both signature lines must be executed unless the signatory holds at least one of the offices designated on each line.]

Rob de Geus, City Manager

Attest:

Beth Schott, City Cferk

Approved as to form:

Richards, Watson & Gershon A Professional Corporation

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2468574.1

EXHIBIT A Scope of Services

(attached)


A. Work Proposal

CIVIC SOLLlflO'-.S

For the Westlake Village Housing and Safety Element updates, we understand that the City desires a thorough and inclusive process that is adopted by October 2021. This timeline will enable the City to be eligible and maintain an 8-year Housing Element planning cycle, avoid potential legal action, and maintain eligibility for state and other funds. The City has been given a draft 5th Cycle Regional Housing Needs Assessment (RHNA) allocation of 142 units. While this allocation has been accommodated in the North Business Park Specific Plan, a variety of new state laws related to housing require the Housing Element to address new information regarding adequate sites and impediments to housing.

The Civic Solutions/VT A team is familiar with the housing issues facing the City. We have developed a scope of work that reflects the City's issues and values, and meets state requirements. Our approach will be to provide a solid process that meets all requirements while preserving the character and conditions that make Westlake Village so special.

Civic Solutions' proposed scope of work for the Housing and Safety Element updates, and the associated General Plan consistency review and CEQA documentation, are described below.

Task 1: Project Administration

1.1 Project Kick-Off Meeting Immediately upon notification to proceed, Civic Solutions will schedule a kick-off meeting with City staff. The purpose of the meeting will be to discuss project expectations and communication strategies as well as to review the scope of work, timeline, and budget. Following the kick-off meeting, Civic Solutions will provide a meeting summary to all parties in attendance.

1.2 Project Schedule Development Within 10 days following the kick-off meeting, Civic Solutions will finalize the project schedule outlining a plan to achieve HCD certification of the Housing Element by October 15, 2021. The schedule will identify major projects tasks, milestones, outreach events, and hearings. In addition, a plan for achieving compliance with tribal consultation requirements and CEQA review will be included. Thereafter, Civic Solutions will provide monthly updates to the project schedule on or before the 30th day of each month.

1.3 Project Management/Coordination Jean Ward will be the point of contact and and will provide overall management of the project and the project team. She will stay in regular contact with City staff to discuss ongoing work efforts, milestones, and deliverables associated with the project. Civic Solutions will schedule regular virtual and phone meetings as needed to review the work program, budget and schedule, discuss work efforts and issues, and plan next steps. Following each meeting, Civic Solutions will prepare a meeting summary with action items of what was discussed. In addition, if desired by the City, Jean will attend up to three meetings with project stakeholders to present the project and solicit input.

Housing and Safety Element Updates

City of Westlake Village September 8, 2020 • page 1


A. Work Proposal continued

1.4 Regional Housing Needs Assessment (RHNA) Support If additional RHNA assistance is desired, it would be billed on a time-andmaterials basis at rates provided in Section E. Fee Schedule.

Task 2: Housing Element Update

Civic Solutions will update the City's recent Housing Element to ensure it meets current housing laws and conforms with the General Plan and the North Business Park Specific Plan adopted earlier this year.

2.1 Existing Conditions and Needs As an initial task to the Housing Element Update, we will review and evaluate the City's progress in implementing the 2013-2021 Housing Element. Specifically, we will:

• Discuss the effectiveness and continued appropriateness of current housing programs and policies

• Assess the extent of accomplishments and discuss with staff the reasons for falling short on anticipated goals

• Review compliance with new state laws • Identify necessary revisions to existing programs

The City's 2019 Housing Element Annual Progress Report (APR) would be a good starting point for this evaluation. We will interview staff and compile additional information to provide an assessment of the continued appropriateness of existing programs and whether new programs should be added to address emerging trends and issues.

2.2 Housing Needs Assessment We will prepare a complete housing assessment and needs analysis consistent with State Housing Element law and HCD's Completeness Review Checklist. The Housing Needs Assessment will contain the following topics to satisfy California Government Code §65583(a) requirements. The Needs Assessment will be comprehensively updated with the most recent American Community Survey (ACS) and housing market data.

• Demographics, Income, and Employment Trends. This section includes information on the population growth trends, along with income distribution and employment trends.

• Household Characteristics. This section will discuss household characteristics such has size, tenure, composition, and overcrowding conditions that may impact housing needs.

• Housing Stock Characteristics. An analysis of the condition of the existing housing stock as well as cost and affordability, including discussions on cost burden (overpayment).

Housing and Safety Element Updates September 8, 2020 • page 2

City of Westlake Village



CIVIC ~U l llll ~

• At-Risk Housing Analysis. This section will include an analysis of existing assisted housing developments that are eligible to change from low income housing uses during the next 10 years (i.e., at-risk housing). This analysis will cover housing units that are deed-restricted as low income housing as a result of public assistance, density bonus requirements, and inclusionary housing program.

• Analysis of Special Housing Needs. This section will address special housing needs of seniors, large households, female-headed households, persons with disabilities (including persons with developmental disabilities), the homeless, farmworkers, and extremely low-income households.

• Affirmatively Furthering Fair Housing (AFFH). New Housing Element law requires jurisdictions to examine barriers to fair housing and ensure housing programs are implemented in a manner to affirmatively further fair housing.

2.3 Adequate Sites Analysis SCAG's Draft RHNA Allocation for Westlake Village is 142 units . Based on this allocation, the Housing Element Update will confirm the City has sites with sufficient capacity for the RHNA, taking into consideration the adequate site requirements under new Housing Element laws:

• No net loss of capacity when sites are developed • Continued ability to meet the RHNA by income group • Stringent standards for assessing feasibility when reusing vacant and

underutilized sites that have previously been included in the fifth cycle Housing Element

• Reliance on mixed use for lower income housing • Ratio of vacant versus underutilized sites • Demonstrated trends of development

Civic Solutions and VTA will prepare an "adequate sites analysis" showing the relationship between the City's RHNA and the dwelling unit capacity, availability of potential housing sites based on zoning, infrastructure, and General Plan policies, requirements, and limitations.

AB 1397 (Adequate Sites) and SB 166 (No Net Loss) impose stringent requirements on the sites inventory for RHNA. Given the City's development pattern, it is anticipated that most sites identified in the sites inventory will have an existing use and improvements, and will be smaller than one-half acre . These sites may also have been used in a previous housing element cycle . To include these sites in the sites inventory, additional justification is required and may need to include:

• Lot consolidation potential • Feasibility of development on smaller sites • Impediments for residential development on non-vacant sites • Recent development on similar sites • Substantial evidence that the existing use is likely to be discontinued

within the planning period





CIVIC SOLUTIO~S

The Civic Solutions/VTA team will work closely with staff and HCD to provide an expanded analysis of the sites inventory. This task may include up to three site visits and discussions with developers and property owners.

2.4 Housing Resources and Constraints We will identify potential governmental and non-governmental constraints to housing production, including environmental and infrastructural constraints . This analysis must contain a review of factors that may potentially constrain the development, improvement, and preservation of housing in Westlake Village. New Housing Element laws require the assessment of non-governmental constraints, including NIMBYism, lending practices, shortage of labor, and other economic factors.

2.5 Housing Element Preparation Based upon the analyses and research conducted in the previous tasks, we will update the Housing Element. The updated Housing Element will include all required components under state law, along with relevant appendices. For each program included in the Housing Element, we will establish the time frame for implementation, specific objectives, funding sources, and responsible agencies. The programs will satisfy requirements of California Government Code §§65583(b) and (c).

We will review and revise, as appropriate, housing goals, policies, and quantified objectives regarding the production, conservation, maintenance, preservation, and improvement of housing. This update will reflect the current and projected market conditions, the City's specific challenges, and funding capacity to ensure the housing objectives are realistic .

Task 3: Safety Elem ent Update

State law requires that municipalities update their General Plan Safety Elements with the Housing Element to ensure they meet current requirements. Mary Wright will conduct a review of the General Plan Safety Element and incorporate key components of the 2018 Las Virgenes-Malibu Council of Governments MultiJurisdictionat Hazardous Mitigation Plan (HMP) .

3.1 Safety Element Review and Evaluation As outlined in the RFP, a full-scale revision of the Safety Element is not needed, rather just those changes required to meet state law. Key areas to be examined are changes related to fire hazards and climate adaptation and resiliency strategies. It is anticipated that all of the information needed to update the Safety Element will be derived from the Las Virgenes-Malibu HMP.



September 8, 2020 • page 4



3.2 Safety Element Revision Civic Solutions will prepare draft text and map revisions to update needed information in the Safety Element. In addition, the Safety Element will be evaluated for consistency with the remainder of the General Plan and any needed changes identified.

Task 4: Community Engagement and Public Hearings

Working with City staff, Civic Solutions will conduct community engagement and participate in public hearings on the Housing and Safety Element updates. Please note, this proposal assumes that, depending on the status of the pandemic, some community engagement meetings and public hearings may be conducted virtually in a format approved by the City.

4.1 Community Outreach and Engagement Within 45 days of receipt of a notice to proceed, Civic Solutions will submit a community outreach strategy to the City for review and approval. The strategy will include a minimum of two virtual or in-person public meetings broadly advertised to all segments of the community using branded outreach materials prepared by Civic Solutions. It is anticipated that one workshop will be held early in the process, to solicit input on housing and safety issues in the community. The second workshop will occur when the draft Housing and Safety Elements are available for public review.

4.2 Public Hearings Working with City staff, Civic Solutions will participate in up to five Land Use Committee and City Council meetings on the Housing and Safety Element updates. Civic Solutions will assist in the preparation of staff reports, exhibits, and presentation for the meetings/hearings.

Task 5: Facilitation of Review and Approval of General Plan Amendments

5.1 Ongoing Staff Review of Draft Housing and Safety Element Amendments Civic Solutions will provide periodic electronic drafts of the Housing and Safety Elements in Microsoft Word to the City for review as work progresses on the project. Civic Solutions will coordinate with the City on how much time is needed for each review and will revise draft documents in response to City comments.

5.2 First Draft of Housing and Safety Element Amendments Civic Solutions will prepare drafts of the Housing and Safety Element Amendments for public review and comment and submittal to HCD as required for review. We will provide electronic copies in both PDF and Microsoft Word format. We will work with the City to prepare required public outreach noticing.


City of Wesclake Village



5.3 Fina! Draft of Housing and Safety Element Amendments In response to comments from the public, HCD, City staff, the Land Use Committee and City Council, Civic Solutions will prepare final drafts {Word and PDF electronic copies) of the Housing and Safety Elements for public hearings.

5.4 State Certification and City Adoption Civic Solutions will facilitate HCD review of the draft Housing Element and will work with staff on any needed changes. Following City Council adoption of the Housing Element, Civic Solutions will prepare final versions of the Housing and Safety Elements and submit the final adopted Housing Element to HCD for certification.

5.5 Public Noticing Civic Solutions will work with the City on required public noticing throughout the process, giving the City adequate time for review and mailing of materials.

Task 6: Environmental Analysis

Civic Solutions will conduct the California Environmental Quality Act {CEQA) review for the project. For the purposes of this proposal, Civic Solutions has assumed that a Negative Declaration (ND) or a Mitigated Negative Declaration (MND) will be the required document. If it is determined that an ND or an MND is not the appropriate level of CEQA analysis, Civic Solutions will work with the City to identify the appropriate CEQA document and the funding needed to complete the documentation. This task and budget assume that no technical studies will be required.

6.1 Environmental Determination Following City approval of administrative drafts of the Housing and Safety Elements, Civic Solutions will prepare an environmental Initial Study for the project. The Initial Study will analyze all factors required by CEQA with a determination of the level of impact, and will identify any mitigation measures required to reduce impacts to less than significant.

Civic Solutions will also prepare tribal consultation letters for the City to distribute in compliance with SB 18 and AB 52. Upon receipt of any requests for consultation, Civic Solution will assist the City with consultation and follow-up as needed.

6.2 Draft of Environmental Analysis Following City concurrence with the Initial Study findings, Civic Solutions will prepare the ND or the MND for the project including a Mitigation Monitoring and Reporting Program, if required.





Project Timeline

Project Administration

2 Housing Element Update

3 Safety Element Update

OLUllO '

6.3 Environmental Noticing, Outreach, and Filing Civic Solutions will prepare a Notice of Intent (NOi) to adopt a ND (or MND) for review and approval by the City and file it with appropriate state and local organizations.

6.4 Final Draft of Environmental Analysis Civic Solutions will revise the IS/ND/MND up to two times following City review and will prepare a Final Draft for Public review. Following public review, Civic Solutions will prepare responses to any comments for City review and approval, make any requested revisions. and prepare a Final IS/ND/MND for the project.

6.5 Adoption Civic Solutions will prepare and file the Notice of Determination (NOD) of adoption of an ND or an MND at the conclusion of the project.

The Civic Solutions/VTA team is prepared to begin work on the Housing Element Update project immediately upon notification to proceed. As outlined in the table below, we are acutely aware of the City's impending October 2021 deadline to complete the Housing Element and are committed to a work program that achieves that goal. Our schedule assumes a 3-week City review of internal work products and allows for an iterative back and forth review process with HCD. Throughout the process, we will work with the City on any needed schedule changes while ensuring that the overall project deadline is maintained.

4 Community Engagement and Public Hearings

5 Facilitation of Review and Approval of GP Amendments

6 Environmental Analysis





2468574. l

EXHIBIT B Fee Schedule

(attached)


E. Fee Schedule Our not-to-exceed fee to assist the City of Westlake Village with the 2021-2029 Housing Element Update and the Safety Element Update, and prepare an environmental IS/ND/MND and a General Plan consistency evaluation is estimated to be $98,070, which includes a $5,000 contingency. This estimate is based on the work proposal outlined above and our experience managing similar projects. This work proposal and fee schedule serve as Civic Solutions' commitment to negotiate in good faith contract terms with the City of Westlake Village.





Fee Schedule for Westlake Village Housing and Safety Element Updates

Task 1 Project Administration

Task 2 Housing Element Update

Task 3 Safety Element Update

Task 4 Community Engagement and Public Hearings

Task 5 I Facilitation of Review and Approval of GP Amendments

Task 6 I Environmental Analysis

Subtotals

Direct Expenses/Reimbursables

Housing and Safety Element Updates City of Westlake Village

Project Manager

$150/hr

28

106

8

52

16

4

214

-Civic Solutions Planning and Project Management

Principal Assistant Report Planner Planner Production

$135/hr $90/hr $90/hr

12 - -24 96 12

60 16 6

12 2 12

8 4 4

40 80 8

156 198 42

C I V I C ~llllf I lON'i

I VTA GISI Graphics Project Director

GISI Project Graphics Director

$100/hr $160/hr

$5,820

$28,860 32 $3,200 1 60

$11,280 16 $1,600

$10,680 2 $200 1 16

$4,200

$13,920 I 2 I $200

$74,7601 52 I $5,200


Consent C

alendar 3 - Attachment 1 of 20

EXHIBIT C Insurance Requirements

1. Consultant shall obtain, provide, and maintain policies of insurance as specified below.

A. General Liability Insurance. Consultant shall maintain commercial general liability insurance in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage.

B. Automobile Liability Insurance. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of Consultant arising out of or in connection with the Services, 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.

C. Professional Liability (Errors and Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services 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 Commencement Date and Consultant shall maintain continuous coverage through a period of no less than three years after expiration or termination of this Agreement.

D. Workers' Compensation/Employer's Liability Insurance. Consultant shall maintain workers' compensation insurance (statutory limits) and employer's liability insurance with limits of at least $1,000,000.

2. The insurance policy or policies shall contain, or shall be endorsed to contain, the following provisions:

A. General liability policies shall provide or be endorsed to provide: (i) that the Indemnitees shall be additional insureds; and (ii) a waiver of subrogation in favor of additional insureds. This provision shall also apply to any excess/umbrella liability policies.

B. A severability of interests provision must apply for all additional insureds ensuring that Consultant'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.

C. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees.

D. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of Consultant's insurance and shall not contribute with it.

E. The limits of insurance 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

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provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of each Indemnitee before the Indemnitee's own insurance or self-insurance shall be called upon to protect it as a named insured.

F. Any failure to comply with reporting or other provisions of the policy, including breaches of warranties, shall not affect coverage provided to the Indemnitees.

G. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

H. The policy shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, or reduced in coverage or in limits except after 30 calendar days (10 calendar days in the event of non-payment of premium) prior written notice by certified mail, return receipt requested, has been given to City.

I. Insurance is to be placed with insurers authorized to conduct business in the State of California with a minimum current A.M . Best's rating of no less than A:X, unless waived by the Contract Administrator. An exception to this standard will be made for the State Compensation Insurance Fund when not specifically rated.

J. Any deductibles or self-insured retentions must be declared to and approved by the Contract Administrator. At the option of the Contract Administrator, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Indemnitees, or Consultant shall provide a financial guarantee satisfactory to the Contract Administrator guaranteeing payment of losses and related investigations, claim administration and defense expenses.

K. The workers' compensation insurer agrees to waive all rights of subrogation against City for injuries to employees of Consultant resulting from work for City.

3. Requirements of specific coverage features or limits are not intended as a limitation on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for clarification purposes 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 Consultant maintains higher limits than the minimum specified above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

4. Consultant shall furnish to City an original certificate or certificates of insurance and amendatory endorsements showing that required policies are in effect in the required amounts and, as to the workers' compensation insurance, with the required waiver of subrogation. The certificates and endorsements must be received and approved by the Contract Administrator prior to commencement of work. City reserves the right to require complete, certified copies of all required insurance policies at any time.

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5. Consultant shall ensure that its subcontractors provide the same m1mmum insurance coverage and endorsements required of Consultant. Consultant shall monitor and review all such coverage, and Consultant assumes all responsibility for ensuring that such coverage is provided. Upon request, Consultant shall submit all subcontractor agreements to City for review.

6. In the event any policy of insurance does not comply with these requirements or is cancelled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary. Any premium paid by City in such event shall be promptly reimbursed by Consultant or City shall withhold from its payments to Consultant an amount sufficient to pay that premium.

7. City reserves the right at any time to change the amounts and types of required insurance by giving Consultant 90 days' notice of such change. If such change results in substantial additional cost to Consultant, then the parties shall renegotiate Consultant's compensation.

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PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 1

Dated October 13, 2021 Amendment No. 1 to Professional Services Agreement between the City of Westlake Village and Civic Solutions, Inc. dated October 14, 2020 Project: General Plan Housing Element and Safety Element updates Scope of Work: Per Exhibit A to original agreement; not changed by this amendment Contract Amount: $98,070 per original agreement; not changed by this amendment Contract Term: Expiration date extended by this amendment from October 31, 2021 to June 30,

2022 Upon execution, this contract amendment shall become a part of the Professional Services Agreement dated October 14, 2020. APPROVED BY: Westlake Village City Council

October 13, 2021 EXECUTED BY: CIVIC SOLUTIONS, INC. CITY OF WESTLAKE VILLAGE By: By: Name: Name: Title: Title: Date: Date:


Consent Calendar 3 - Attachment 1 Page 1 of 20

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