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HomeMy WebLinkAboutAgenda Report - April 18, 2018 C-10TM AGENDA ITEM CITY OF LODI COUNCIL COMMUNICATION eIo AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Professional Services Agreement for Environmental Review Documentation with Basecamp Environmental, Inc. of Lodi, and to Execute a Reimbursement Agreement with Celia Hung for Environmental Review Services by Basecamp Environmental, Inc. for the Proposed Project at 2201 West Turner Road MEETING DATE: April 18, 2018 PREPARED BY: Community Development Director RECOMMENDED ACTION: Adopt Resolution Authorizing City Manager to Execute a Professional Services Agreement for Environmental Review Documentation with Basecamp Environmental, Inc. of Lodi, and to Execute a Reimbursement Agreement with Celia Hung for Environmental Review Services by Basecamp Environmental, Inc. for the Proposed Project at 2201 West Turner Road BACKGROUND INFORMATION: The City of Lodi has received a land use application from Celia Hung at 2201 West Turner Road. The proposed project includes a General Plan Amendment, Rezone and master development plan for the property. The land use entitlement for this project will require the preparation of an environmental document consistent with the California Environmental Quality Act. This project is not exempt from environmental review. The project applicant is required to pay for the preparation of environmental review. As part of the environmental review, staff has prepared a Professional Services Agreement for environmental review documentation with Basecamp Environmental, Inc. of Lodi, CA. The cost of the professional services is identified not to exceed $70,000.00. The second part of this agreement is a Reimbursement Agreement with Celia Hung, the project applicant, for the cost of the environmental review. This agreement ensures that all project costs are born by the applicant. FISCAL IMPACT: Not applicable FUNDING AVAILABLE: The Reimbursement Agreement ensures that funding is available to pay for the costs generated by the professional services agreement. Il. 0.1,1/6„4- Andrew Keys Deputy City Manager/Internal Services Director APPROVED: Steve abauer Community Development Director Step en ScTiwabauer, Onager J:\Community Development\Council Communications\2018\04-18_BasecampPSA and HungReimbursAgreernant_2201 W_TurnerRd doc 4/9/2018 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2018, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and BASECAMP ENVIRONMENTAL, INC (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for INITIAL STUDY/MITIGATED NEGATIVE DECLARATION FOR THE ZONING AND GENERAL PLAN AMENDMENTS FOR THE PROJECT LOCATED AT 2201 WEST TURNER ROAD (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. 1 The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on , 2018 and terminates upon the completion of the Scope of Services or on , 2019, whichever occurs first. 2 ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR's compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 Insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: To CONTRACTOR: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Craig Hoffman BaseCamp Environmental, Inc. 115 S. School St., Suite 14 Lodi, CA 95240 Attn: Charlie Simpson Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. 7 Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: CITY OF LODI, a municipal corporation JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney BaseCamp Environmental, Inc. By: By: Name: CHARLIE SIMPSON Title: Principal Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: TBD (Business Unit & Account No.) Doc ID:2018-11 GPA/Z CA:Rev.01.2015 8 SCOPE OF SERVICES, SCHEDULE AND COST PREPARATION OF CEQA INITIAL STUDY/ MITIGATED NEGATIVE DECLARATION 1018 N LOWER SACRAMENTO ROAD LODI, CA 1.0 PROJECT OBJECTIVES The project involves the development of a full-service hotel and approximately 140 apartment units at 1018 N Lower Sacramento Road in the City of Lodi. NJA Architects represents the site landowner and has developed preliminary site development plans. Proposed development would include a 100 -room hotel, upscale restaurant, coffee shop/cafe/deli, wine tasting rooms and a spa in the southern portion of the site at the northeast corner of Lower Sacramento Road and Turner Road. A total of 141 multi -family residential units would be developed in the northern portion of the site. The site is immediately south of the unincorporated community of Woodbridge, very close to Lodi Lake and across Lower Sacramento Road from a recent residential single-family subdivision in the City. The primary site access to and from Lower Sacramento Road would align with the subdivision access at Woodlake Circle. The project site is also adjacent to the City's water treatment plant, a cell tower, the General Mills cogeneration facility and a City of Lodi Utility electrical substation and switchyard. The former General Mills plant is immediately south of Turner Road from the property. Although there have been efforts to reestablish industrial uses at the plant, development of the plant site for other uses is also a possibility. Environmental review of the project will need to account for both existing and potential future changes in land use as well as usage factors such as truck traffic, noise, light and glare and handling of hazardous materials and wastes. BaseCamp Environmental (BaseCamp) proposes to prepare and process an Initial Study/Mitigated Negative Declaration (IS/MND) in coordination with City staff. KD Anderson will be retained to prepare the traffic impact study, JC Brennan and Associates to prepare a noise study, Moore Biological to prepare a biological analysis and Solano Archaeological Services to prepare the cultural resources survey and technical report. The proposed scope of work, schedule and cost for CEQA document preparation is discussed below. 2.0 PROPOSED SCOPE OF SERVICES 2.1 General Technical Approach Initiation: BaseCamp's involvement in the project will be initiated on receipt of Purchase Order or other authorization to proceed. On authorization, BaseCamp will immediately contact the City to arrange an initial meeting and site visit, to clarify project and processing details and to verify the scope and schedule for preparation of the environmental document. Project Description: BaseCamp will prepare a written description of the project using the information provided in the project application and other documentation provided by the applicants and City. The Professional Services Agreement Revised January 2018 Page 5 project objectives, major elements and timing of development will be described using text and graphics. The Project Description will include the project location, a description of the physical elements of the project, the area and volume of land disturbance, and any proposed encroachment on or use of natural resources or public improvements. Subcontractors: As soon as the basic project parameters are established, BaseCamp will retain the subcontractors to begin work on their respective technical studies. The CEQA document is not expected to require other technical studies or subcontractors. Should it later be determined that other subcontractors are needed to address issues not identified in this proposal, this scope of work will need to be amended. Community Meetings: It is anticipated that the project will involve community information meetings. BaseCamp will plan to attend two such meetings, which is included in the proposed cost. Environmental Impact Analysis: BaseCamp will collect available environmental data relevant to the proposed project for inciusinn in the IC/RAMI This process will incliirle detailed review of information available from the project application, the Lodi General Plan and Municipal Services Review, and EIRs for other projects in Lodi; site visits; contacts with agencies with applicable environmental data or with service responsibility to the project; and data acquisition from other sources. Environmental data will be compiled in brief Environmental Setting sections for each environmental discipline addressed in the following Proposed Outline. BaseCamp will assess potential for the occurrence of significant environmental impacts in each of the above -listed environmental discipline areas, addressing all of the potential significance questions posed by the most -recent CEQA Appendix G checklist. The scope of study in each discipline will vary with the importance and complexity of anticipated issues. Potentially significant effects will be identified on the basis of the "significance thresholds" contained in the Initial Study checklist questions. Effects not found to be significant will be identified, noting the reasons for the finding. The analysis will address potential for cumulative and growth -inducing impacts as well as any other subjects required by CEQA. PROPOSED OUTLINE INITIAL STUDY/MITIGATED NEGATIVE DECLARATION 1018 N LOWER SACRAMENTO ROAD PROJECT MITIGATED NEGATIVE DECLARATION CHAPTER 1 INTRODUCTION AND SUMMARY CHAPTER 2 PROJECT DESCRIPTION CHAPTER 3 ENVIRONMENTAL CHECKLIST FORM 1. Aesthetics 2. Agricultural Resources 3. Air Quality 4. Biological Resources 5. Cultural Resources Professional Services Agreement Revised January 2018 Page 6 6. Geology and Soils 7. Greenhouse Gases 8. Hazards and Hazardous Materials 9. Hydrology and Water Quality 10. Land Use and Planning 11. Mineral Resources 12. Noise 13. Population and Housing 14. Public Services 15. Recreation 16. Transportation/Traffic 17. Tribal Cultural Resources 18. Utilities and Service Systems 19. Other Issues 20. Mandatory Findings of Significance (including cumulative effects) APPENDICES Mitigation: If any potentially significant environmental effects are identified, BaseCamp will identify and describe feasible mitigation measures that could avoid, substantially reduce, or minimize those effects. The document will identify the potential impact to be mitigated, the proposed mitigation, and the level to which potential environmental effects would be reduced by the mitigation. Initial Study: The analysis will be compiled in an Initial Study document as outlined above and incorporating the most recent CEQA Environmental Checklist Form. The Checklist will be supplemented with narrative text describing the project, the environmental setting, the impact analysis and results, and mitigation measures. A Summary will briefly list potentially significant impacts, mitigation measures and the significance of impacts before and after mitigation. The Initial Study is expected to form the basis for a Mitigated Negative Declaration, which will be prepared by BaseCamp for consideration by the City decision -makers. Administrative Draft IS/MND: BaseCamp will compile an administrative review draft of the Initial Study/Mitigated Negative Declaration document and submit it in electronic form to the City for administrative review, comment, and approval for publication. Public Review Draft IS/MND: BaseCamp will discuss the administrative draft document with City staff, record comments, and revise the IS/MND in accordance with those comments. A screen check version of the document will be provided to City staff so that their requested revisions can be verified. The IS/MND will be provided to City as a pdf for posting on the City web site and hard copy reproduction as necessary. BaseCamp will coordinate hard copy reproduction as requested. Reproduction costs incurred by BaseCamp, including CD copies, will be invoiced at cost. Circulation of Public Review Draft: BaseCamp will prepare required CEQA notices in coordination with City staff and file, or coordinate their filing, as required. BaseCamp will prepare a Notice of Intent for publication in The Record. BaseCamp will work with City staff to identify the most cost-effective methods for public circulation of the IS/MND in accordance with CEQA, including electronic means and hard copies, and then assist the City in completing the public circulation process as required. Professional Services Agreement Revised January 2018 Page 7 Final IS/MND: BaseCamp will evaluate public and agency comments nn the Draft IS/IVIIVD in consultation with City staff. BaseCamp will prepare a Final IS/MND consisting of: Introduction Summary of Impacts and Mitigation Measures (from the Public Review Draft IS/MND) Comments and Responses to Comments Errata (describing any changes to the Draft IS/MND necessitated by public comment) An administrative version of the Final IS/MND will be submitted to City for review and comment, and the documents will be revised as required. The Final IS/MND will be submitted electronically to City for distribution to decision -makers. Mitigation Monitoring Plan: BaseCamp will prepare a Mitigation Monitoring and Reporting Plan (MMRP) for the project. This document will also be submitted for administrative review, and revised as required per City comments. The MMRP will be submitted electronically to City distribution to decision - makers. Public Meeting Attendance: BaseCamp Principal Charlie Simpson will attend one Planning Commission meeting and one City Council meeting to present the environmental analysis, answer questions, and discuss issues related to the IS/MND. BaseCamp will attend additional public meetings, as requested, on an extra cost basis. Notice of Determination: On authorization from the City, BaseCamp will prepare and file a Notice of Determination with the County Clerk within 5 days of project approval. 3.0 COMPLETION SCHEDULE BaseCamp will complete the required documentation within the following schedule, assuming no other schedule contingencies are identified. Task times are initially based on receipt of authorization by February 15 and assume that project plans sufficient to support environmental analysis are available by that time. Assumed Start Date Submit Administrative Draft IS/MND Revise IS/MND, Start Public Review Period End Public Review Period (Assume 20 days) Prepare Final IS/MN D Planning Commission 4.0 PROPOSED COSTS February 15, 2018 April 15, 2018 May 15, 2018 June 5, 2018 June 19, 2018 August, 2018 BaseCamp proposes to complete environmental document for the project on a Time and Materials basis using its standard rate schedule. Proposed costs, including subcontractor fees of approximately $40,000, will not exceed $75,000.00 without the explicit authorization of the Client. Expenses will be billed at cost plus 10%. Costs will be billed monthly on a progress basis, in accordance with BaseCamp's Rate and Charge Schedule, attached. Professional Services Agreement Revised January 2018 Page 8 STANDARD SCHEDULE OF RATES AND CHARGES BASECAMP ENVIRONMENTAL, INC. 2018 HOURLY FEES FOR PERSONNEL Principal $190 Senior Planner $150 Project Planner $130 Assistant Environmental Planner $110 Research Specialist $90 Graphics Technician $90 Document Processing $80 COPYING CHARGES Charges for copying by BaseCamp Environmental will be charged as follows: Copies (b/w) Copies (color) EXPENSES $0.15/page $0.25/page Materials and services purchased by BaseCamp in connection with services provided under this Agreement will be invoiced at cost plus 10%. Materials and services include but are not limited to costs for subcontractors, travel and subsistence, insurance certificates necessitated by the job, document and map reproduction, computer time, telecommunications, out -of -house fax, rented or leased equipment, supplies, and postage and shipping expenses. Professional Services Agreement Revised January 2018 Page 9 EXHIBIT C NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Professional Services 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 and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant's profession, with limits not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38. and CG 20 37 if a later edition is used (b) Primary and Non -Contributory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (d) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (f) Cnn of rsnvorage Page 1 1 of 2 pages 1 Risk: rev. 3/1/2018 All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. (j) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (I) Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (m) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 1 of 2 pages 1 Risk: rev. 3/1/2018 157 CALIFORNIA RESERVE INC. APPLICATION REIMBURSEMENT AGREEMENT This 157 California Reserve Inc. Application Reimbursement Agreement ("Agreement") is made the /21 day of March, 2018 by and among the City of Lodi, a municipal corporation, hereafter referred to as "CITY" and 157 California Reserve Inc., a California incorporated company, hereafter referred to as "DEVELOPER" RECITALS A. DEVELOPER wishes to seek a General Plan Amendment, Rezone and Site Plan Review and development for a hotel, restaurant, retail and apartment project on Turner Road. CITY intends to provide thorough, complete, and professional review of DEVELOPER's various land use applications. In order to provide such thorough, complete, and professional review, CITY intends to supplement its existing staff with qualified adjunct staff secured via a consultant services agreement. DEVELOPER agrees to reimburse CITY for all its expenses related to the thorough, complete, and professional review of DEVELOPER's various land use applications including but not limited to contracting with outside vendors as provided in this Agreement. B. The property proposed for development is shown on Exhibit "A" which is attached hereto and incorporated herein by this reference (the "Property"). C. State Laws and City policies and procedures require the preparation of comprehensive site layout and design and a specific project level development plan ("Development Plan"). D. Said Plans will require an Environmental Review ("ER") to determine the environmental impact, if any, of the proposed DevelopmentPlan. E. CITY's policies and procedures require that DEVELOPER bear the full cost of processing the development application with environmental review. F. The total estimated fees and costs for the processing of the environmental review for the application is $75,000.00. The fees listed herein are estimates. Should the actual fees and costs exceed the estimates, DEVELOPER shall pay the difference: Likewise should the actual costs be less than the estimated costs, DEVELOPER's obligation shall be reduced accordingly. G. The Parties further acknowledge that the California Fair Political Practices Act requires that DEVELOPER have no direction or control over the response times, selection, supervision, activities, recommendations or decisions of the contract environmental planner. AGREEMENT NOW THEREFORE in consideration of the mutual covenants made herein, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto agree as follows: 1. Recitals True and Correct. The parties agree that the Recitals contained hereinabove are true and correct. 2. Expense Reimbursement. CITY will engage outside vendors and in-house staff in its sole discretion to perform the legal, environmental and planning services necessary for the Project. DEVELOPER will reimburse CITY for all in-house and outside costs associated with the Project. The fees listed herein are estimates. Should the actual fees and costs exceed the estimates, DEVELOPER shall pay the difference. Likewise should the actual costs be less than the estimated costs, DEVELOPER'S obligation shall be reduced accordingly. 3. DEVELOPER'S Cooperation. DEVELOPER will cooperate with CITY in performing the legal, environmental and planning work required of the CITY to advance the Project. 4. DEVELOPER'S Deposit. Upon execution of the Agreement, DEVELOPER shall deposit $40,000.00 cash (or other equivalent security in a form approved by the City Manager) with CITY. CITY will hold the deposit and charge invoices received and in-house expenses incurred against the deposit. In the event that the deposit is drawn down to a balance of less than $20,000.00, DEVELOPER shall deposit additional funds to maintain an evergreen balance of at least $20,000.00 ("Evergreen Deposit"). DEVELOPER shall deposit additional funds with CITY to ensure the Evergreen Deposit amount is maintained within 15 days of receiving notice from CITY. In the event that funds remain on deposit at the conclusion of the services contemplated by this Agreement; they shall be refunded to DEVELOPER. The deposit shall earn interest at the LAIF rate. Interest shall be credited back to the Evergreen Account and only refunded if a positive balance remains at the conclusion of the project. 5. Termination of Agreement. a. DEVELOPER shall have the right to terminate this Agreement by delivering notice to the parties and upon receipt of such notice by: CITY, CITY shall refund to DEVELOPER any unused funds previously deposited by DEVELOPER. b. Post Termination Work. Notwithstanding the provisions of Section 7(a) and (b), DEVELOPER may request that, after DEVELOPER has delivered notice of termination, CITY complete work in progress as identified by DEVELOPER. DEVELOPER shall reimburse CITY for the costs of completion of the identified work. 6. Payment of Costs Not Contingent on Project Approval/No Entitlements Granted. The payment of the fees and costs identified herein is not contingent upon the approval of the proposed development. DEVELOPER understands that the proposed project requires the approval of the Lodi City Council. DEVELOPER fully accepts all risks associated with the approval process. Nothing in this Agreement shall provide DEVELOPER with any right to secure approval of any development plan or other entitlement. In addition, DEVELOPER agrees that it will have no rights to select the contract environmental planner; or direct the work, response times, recommendations or approvals of the contract environmental planner. 7. DEVELOPER'S Failure to Pay. Should DEVELOPER fail to make any of the payments in the amounts and at the times stated in the Section 4 of this Agreement, CITY may, at its option, stop all further work on the project and not proceed until the sums due are paid. Should DEVELOPER abandon the project, DEVELOPER shall be responsible for the payment to CITY of all fees and costs incurred by CITY at the time the project is abandoned, including such fees and costs for all work in progress but not yet billed to CITY by its contract consultants. 8. No Damages for Delay. CITY, its officers, agents, or employees shall not be responsible or liable to DEVELOPER for any damages of any type or description which may result from any delays associated with the processing of the project whether caused by the negligence of CITY, its officers, agents, employees, or otherwise. 9. California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Joaquin, State of California, or any other appropriate court in such county, and DEVELOPER covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 10. Waiver. No delay or omission in the exercise of the right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party or any default must be in writing and shall not be a waiver of any other default concerning the same and any other provision of this Agreement. 11. Attorney Fees. If either party to this Agreement is required to initiate or defend or is made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 12. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 13. Integration: Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 14. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its validity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 15. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party if bound. 16. Indemnification, Defense and Hold Harmless. a. DEVELOPER agrees to and shall indemnify, defend and hold CITY, its council members, officers, agents, employees and representatives harmless from liability for damage or claims of damage, for personal injury, including death, and claims for property damage which may arise from CITY's hiring of a contract environmental planner and the service provided thereby. b. DEVELOPER's obligation under this section to indemnify, defend and hold harmless CITY, its council members, officers, agents, employees, and representatives shall not extend to liability for damage or claims for damage arising out of the sole negligence or willful act of CITY, its council members, officers, agents, employees or representatives. In addition, DEVELOPER's obligation shall not extend to any award of punitive damages against CITY resulting from the conduct of CITY, its council members, officers, agents, employees or representatives. c. With respect to any action challenging the validity of this Agreement or any environmental, financial or other documentation related to approval of this Agreement, DEVELOPER further agrees to defend, indemnify, hold harmless, pay all damages, costs and fees, if any incurred to either CITY or plaintiff(s) filing such an action should a court award plaintiff(s) damages, costs and fees, and to provide a defense for CITY in any such action. SIGNATURES FOLLOW ON NEXT PAGE IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: THE CITY OF LODI, a municipal corporation ATTEST: THE CITY OF LODI, a municipal corporation By: By: Jennifer Ferraiolo, City Clerk APPROVED AS TO FORM: By Janice D. Magdich, City Attorney Stephen Schwabauer, City Manager DEVELOPER: 157 California Reserve Inc a California incorporated company By: Name: (2 Title: Address: ‘-7z6‘, /¢wy o2a x'0,3 RESOLUTION NO. 2018-61 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL REVIEW DOCUMENTATION WITH BASECAMP ENVIRONMENTAL, INC., OF LODI, AND TO EXECUTE A REIMBURSEMENT AGREEMENT WITH CELIA HUNG FOR ENVIRONMENTAL REVIEW SERVICES BY BASECAMP ENVIRONMENTAL, INC., FOR THE PROPOSED PROJECT AT 2201 WEST TURNER ROAD WHEREAS, the City of Lodi has received a land -use application from Celia Hung for 2201 West Turner Road. The proposed project includes a General Plan Amendment, rezone and master development plan for the property; and WHEREAS, the land use entitlement for this project will require the preparation of an environmental document consistent with the California Environmental Quality Act. This project is not exempt from environmental review; and WHEREAS, the project applicant is required to pay for the preparation of environmental review documentation; and WHEREAS, staff has prepared a professional services agreement for environmental review documentation with Basecamp Environmental, Inc.; the cost of the professional services is identified not to exceed $70,000; and WHEREAS, a reimbursement agreement with Celia Hung, the project applicant, is also included that ensures that all project costs are born by the applicant. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a professional services agreement for environmental review documentation with Basecamp Environmental, Inc., of Lodi, California, in an amount not to exceed $70,000; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a reimbursement agreement with Celia Hung for environmental review documentation services by Basecamp Environmental, Inc., for the proposed project at 2201 West Turner Road. Dated: April 18, 2018 I hereby certify that Resolution No. 2018-61 was passed and adopted by the City Council of the City of Lodi in a regular meeting held April 18, 2018 by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Mounce, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Kuehne ABSTAIN: COUNCIL MEMBERS — None NIF0;-/Inakrje ER EKR IOLO O Clerk 2018-61