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HomeMy WebLinkAboutAgenda Report - April 20, 2022 C-13CITY OF Ik ca a r CALIFORNIA COUNCIL COMMUNICATION AGENDA ITEM C ab 13 AGENDA TITLE: Adopt Resolution Authorizing the City Manager to Execute a Professional Services Agreement for Environmental Review Documentation with PlaceWorks, a Professional Consulting Firm, and to Execute a Reimbursement Agreement with Encore Housing Opportunity Fund III, LLC, a Limited Liability General Partnership, for Environmental Review Services by PlaceWorks for the Proposed Vineyard Valley Project MEETING DATE: April 20, 2022 PREPARED BY: Community Development Director RECOMMENDED ACTION: Adopt resolution authorizing the City Manager to execute a Professional Services Agreement for environmental review documentation with PlaceWorks, a professional consulting firm, and to execute a Reimbursement Agreement with Encore Housing Opportunity Fund III, LLC, a Limited Liability General Partnership, for environmental review services by PlaceWorks for the proposed Vineyard Valley Project. BACKGROUND INFORMATION: The City has been approached by applicants seeking annexation and project approvals for the Vineyard Valley project. The project includes approximately 164 acres of land located south of Harney Lane, west of the WID canal and east of the S. Mills/Harney Lane intersection. The project described herein is preliminary in nature and staff is seeking Council comment on the general approach and mix of land uses. The land use entitlements for this project will require the preparation of an environmental document consistent with the California Environmental Quality Act. PlaceWorks was recently selected through a competitive bid process to prepare the environmental analysis for the City's Sphere of Influence and Municipal Service Review updates. As such, PlaceWorks is the most appropriate firm to complete the environmental review of the Vineyard Valley project to ensure consistency between two environmental documents that will be prepared and released for public review in roughly the same time frame. The project applicant is required to pay for the preparation of environmental review, although PlaceWorks will be under contract to the City and will work under the direction of City staff to prepare the environmental impact report. PlaceWork's scope of work is attached to this report. Staff has prepared a Professional Services Agreement for environmental review documentation with PlaceWorks. The cost of the professional services is identified not to exceed $228,000. Before PlaceWorks is given a notice to proceed, the City will enter into a Reimbursement Agreement with Encore Capital Management, the project applicant, for the cost of the environmental review. This agreement ensures that all project costs are born by the applicant. APPROVED: Steve Schwabauer Stephen Schwabauer, City Manager PlaceWorks PSA and Encore Housing Opportunity Fund III, LLC Reimbursement Agreement for proposed Vineyard Valley Project April 20, 2022 Regular City Council Meeting Page 2of2 In addition to funding the PlaceWorks environmental review, the applicant must also fund the direct City costs associated with review of the Vineyard Valley project. Staff recommends that the City Council authorize the City Manager to execute a Professional Services Agreement with PlaceWorks and a Reimbursement Agreement with Encore Housing Opportunity Fund III, LLC for environmental review services for the proposed Vineyard Valley Project. FISCAL IMPACT: Not applicable. FUNDING AVAILABLE: The Reimbursement Agreement with Encore Housing Opportunity Fund III, LLC will bare all costs associated with the environmental review process for the proposed project. Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director John 0. Della Monica, Jr. Comrr Linity Development Director Signature: asj- 1 Signature: Andrew Xvy: IAp; Ia. 262x 17;46 PDT) Email: akeys@todi.gov Email: sschwabauer@lodi.gov AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 20227 by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and PLACEWORKS, a California Corporation (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 ENVIRONMENTAL REVIEW AND TECHNICAL SERVICES ASSOCIATED WITH THE VINEYARD VALLEY PROJECT (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. 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. 1 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 May 01, 2022 and terminates upon the completion of the Scope of Services or on April 30, 2023, whichever occurs first. Section 2.7 Option to Extend Term of Agreement At its option, City may extend the terms of this Agreement for an additional two (2) one (1) -year extensions; provided, City gives Contractor no less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. V% The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed three (3) years. 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 3 this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 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: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: John Della Monica To CONTRACTOR: PLACEWORKS 3 MacArthur PI, Suite 1100 Santa Ana, CA 92707 ATTN: Keith McCann 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 the services and work to be performed hereunder. CITY, however, retains the right to require 5 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. 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. 6 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. 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. 7 Section 4.22 Counterparts and Electronic Signatures This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: OLIVIA NASHED City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney is ON CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager PLACEWORKS a California Corporation By: Name Title: KEITH McCANN Chairman & CEO Attachments: Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: Reimbursement Agreement (Business Unit & Account No.) Doc ID: CA:Rev.04.2022.LT 8 March 30, 2022 John R. Della Monica, Jr. Community Development Director City of Lodi 221 W. Pine Street Lodi, CA 95240 Re: Proposal to Provide Consultant Services for Environmental Review for the Vineyards Project Dear Mr. Della Monica: Please accept the attached submittal as PlaceWorks' proposal to provide Consultant Services for Environmental Review Vineyards Project. PlaceWorks is one of the West's preeminent planning and design firms, with approximately 130 employees in seven offices throughout California. Formerly known as The Planning Center) DC&E, PlaceWorks' history dates back over 45 years. Serving both public- and private -sector clients throughout the state, PlaceWorks provides comprehensive planning, environmental review, urban design, landscape architecture, community outreach, and Geographic Information Systems (GIS) services. Our talented, multidisciplinary team thrives on working with communities to tackle complex problems and develop workable solutions. To complement our in-house services, we are partnering with Fehr & Peers Transportation Consultants to assist with transportation analysis and ECORP for biological resources, cultural resources, and noise analysis. We believe this team of professionals is well suited to assist City staff with this project. PlaceWorks is all about places and how they work geographically, environmentally, functionally, aesthetically, and culturally. We are also passionate about how we work with our clients. PlaceWorks brings together people from diverse practice areas, offering best -of -all -worlds capability and connectivity. Just as each place we work is distinctly different, so is our thinking. Please do not hesitate to contact me if you need more information. The PlaceWorks team looks forward to working with you on this interesting and challenging project. Sincerely, PLACEWORKS PLACEWORKS EIR SCOPE OF WORK Project Understanding and Assumptions It is our understanding that the proposed would include approximately 824 residential units on an approximately 160 -acre site south of Harney Lane. The site was assumed for development in the General Plan. We proposed preparation of a Subsequent Environmental Impact Report (SEIR) based on the City's General Plan EIR. Because the project site was assumed for development in the City's General Plan, it is our opinion that certain footprint -related topics can be focused out in the EIR as adequately addressed in the General Plan EIR. The topics that we propose to focus out include aesthetics, agricultural resources, geology and soils, hazards, and hydrology and water quality, because the conditions related to these topics haven't changed and the type of development proposed would not substantially change the level of impact relative to these topics. These topics will be addressed in a section of the SEIR titled "Effects Adequately Addressed in the General Plan EIR" This scope of works includes technical studies for certain footprint -related topics because site-specific information would be needed to disclose potential effects that were not addressed with adequate detail in the General Plan EIR for a project -specific analysis. Those include biological resources and cultural resources. PROJECT TASKS Task 1.1: Project Management, Administration, & Hearings. Mark Teague, AICP, will be the Principal in Charge and Patrick Hindmarsh will be responsible for managing the EIR. PlaceWorks will coordinate closely with Interwest to ensure that the EIR and associated documents are legally defensible, accurate, and useful to decision makers considering the project. To the maximum extent possible, we will coordinate throughout the process to streamline process and avoid or anticipate any changes that could result in delay. The scope assumes regular meetings with Interwest to keep apprised of the update process. PlaceWorks will attend up to four public hearings for certification of the EIR — two Planning Commission hearings and two City Council hearings — to present the findings of the environmental review and respond to any CEQA-related questions from commissioners and City Council members. Four hours are assumed for each public hearing, which includes preparation of a PowerPoint, meeting preparation, and attendance time. Task 1.2: NOP & Scoping Meeting. PlaceWorks will prepare a Notice of Preparation (NOP) of a Draft EIR. The NOP will clearly identify the public review period, contact person, scoping meeting date, and address established for submitting comments on the project. As this EIR will be comprehensive, we recommend using the abbreviated Notice of Preparation method discussed in Section 15060(d) of the CEQA Guidelines that allows the City to dispense with an initial study. Our budget assumes that PlaceWorks will distribute the NOP to the State Clearinghouse, responsible and trustee agencies, and other special interest groups and individuals identified on a distribution list to be developed in consultation with the City. It is assumed that the City will be responsible for all newspaper notices, site postings, internal distribution and any direct mailings, submittal to the County Clerk, and will post the NOP on the City's website. The schedule for the NOP is based largely on when a project description can be developed. While the finer details of the project description can wait until the plan is drafted, the NOP needs to have sufficient detail to allow the public and agencies to understand the project. This will be particularly important for the areas where we want to refine the vision of the City. PlaceWorks will organize and conduct one public scoping meeting to explain the CEQA process and the extent of the project. The scoping meeting is required by CEQA for a project of this type and is intended to solicit comments regarding the scope and content of the environmental issues to be addressed in the EIR. We recommend that the formal scoping meeting be held one to two weeks after the release of the NOP so that the public has time to read through the NOP, and public concerns about environmental issues can be identified. As CEQA does not require a response to NOP comments, we will include a summary of them in the EIR, with reference to where each comment is addressed or an explanation for why it is not addressed (e.g., not an environmental issue). Task 1.3: Technical Studies. PlaceWorks will team with ECORP for air quality (AQ), greenhouse gas emissions (GHG), noise, and biological and cultural resources, and with Fehr and Peers for transportation analysis. PlaceWorks will prepare a water supply assessment (WSA). The following is a summary of the scopes used to prepare the budget estimates: Task 1.3.1: Air Quality & Greenhouse Gas Emissions. The assessment of air quality and greenhouse gas (GHG) emissions will quantify short-term (i.e., construction of both onsite development and offsite improvements) and long-term (i.e., operational) emissions generated by the Proposed Project using the California Emissions Estimator Model version 2020.4.0 (CalEEMod) software. CalEEMod is a statewide land use emissions computer model designed to quantify pollutant emissions associated with construction and operations from a variety of land use projects. Project emissions will be compared to the thresholds of significance promulgated by the San Joaquin Valley Air Pollution Control District (SJVAPCD). In the case of the GHG analysis specifically, the Project will also be analyzed for consistency with the San Joaquin Council of Governments 2018 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS). The RTP/SCS is a long-range visioning plan that balances future mobility and housing needs with economic, environmental, and public health goals. The RTP/SCS establishes GHG emissions goals for automobiles and light-duty trucks for 2035 as well as an overall GHG target for the Project region. Additionally, the Project will be analyzed for consistency with the City of Lodi Climate Action Plan (CAP). The City of Lodi CAP is a strategic planning document that identifies sources of GHG emissions generated within the City, presents current and future emissions estimates, identifies a GHG reduction target for the future (2030), and presents strategic programs to reduce emissions from the energy, transportation, land use, water use, and waste sectors. ECORP proposes to evaluate potential air quality and GHG emission -related impacts in a technical report. The analysis will be supported by modeling documentation, which would be included as an appendix to the technical report. Task 1.3.2: Noise. The evaluation of noise impacts associated with the Project will be completed by Senior - level staff members who are noise experts. The applicable noise standards for the Project Area include those promulgated by both the City of Lodi and the County of San Joaquin since noise -sensitive residential receptors in both jurisdictions would be potentially affected by the Project. These standards will be reviewed and discussed as these standards will be the basis for the Project impact determination and whether mitigation is necessary. In order to establish the existing ambient noise levels currently experienced at the Project Site, and thus noise/land use compatibility, ECORP will first conduct two (2) long-term (24 -hours) baseline noise measurements at the site in order to obtain a general representation of the existing ambient noise currently experienced in the area. The results will be reported in the Community Noise Equivalent Level (CNEL) noise metric. CNEL is a 24-hour average measurement of sound with a five decibel "weighting" during the hours of 7:00 p.m. to 10:00 p.m. and a 10 decibel "weighting" added to noise during the hours of 10:00 p.m. to 7:00 a.m. to account for noise sensitivity in the evening and nighttime, respectively. In addition to the 24-hour measurements, ECORP will also conduct up to three short-term (15 minutes) measurements in the Project vicinity surrounding the site in order to establish the existing ambient noise levels currently experienced in the areas surrounding the Project. Construction would occur during implementation of the Proposed Project. Noise levels from construction sources will be analyzed using the Federal Highway Administration Roadway Construction Noise Model and based on the anticipated equipment to be used. In order to evaluate the potential health-related effects (physical damage to the ear) from construction noise, construction noise for both onsite development and offsite improvements will be evaluated in terms of hourly equivalent continuous noise levels (Leq) and the frequency of occurrence at the nearby residences. In addition to construction noise, an analysis of vibration impacts will be prepared based on the California Department of Transportation's vibration analysis guidance. The evaluation of the Project's contribution to noise increases over existing conditions will be addressed. The predominate source of noise associated with the Project would be offsite automobile traffic. Potential noise impacts from vehicular traffic will be assessed using the U.S. Federal Highway Traffic Noise Prediction Model (FHWA-RD-77-108). The 24-hour weighted Community Noise Equivalent Levels (CNEL) will be presented in a tabular format. ECORP will require the completed Traffic Impact Assessment to complete the evaluation of offsite traffic noise. Additionally, noise generated by onsite Project operations (i.e., internal circulation noise and standard residential activity on the Project Site) will be identified and addressed. ECORP proposes to evaluate noise impacts in a technical report. Where appropriate, the analysis would be supported by modeling documentation, which would be included as an appendix to the report. Task 1.3.3: Biological Resources. Project, located south of the City of Lodi, San Joaquin County, California. This BRA will cover a review of existing biological information in the region and documentation specific to the project, including an aquatic resource delineation (ARD) prepared by Helix Environmental Planning (2021), and a literature review. The literature review will include available information such as aerial photography and database queries of the CDFW California Natural Diversity Database (CNDDB), California Native Plant Society (CNPS), U.S. Fish and Wildlife Service (USFWS), and National Marine Fisheries Service (NMFS) for potentially occurring special -status species in the vicinity of the project. This assessment will also include aerial photograph interpretation and a reconnaissance -level site investigation to identify and characterize vegetation communities present onsite and the approximate extent of potential aquatic resources based on the ARD. Vegetation communities, including riparian vegetation, will be assessed and mapped using the Manual of California Vegetation (Sawyer et al., 2009). The assessment will also include an evaluation of special -status species with potential to occur onsite based on the literature review and reconnaissance -level site visit. 4 A summary of the findings will be incorporated into the biological resource's assessment report. The report will provide the regulatory context, as well as the methods, results, and recommendations for appropriate mitigation measures to address potential impacts to biological resources for incorporation into the California Environmental Quality Act (CEQA) review document. Potential impacts to biological resources will be assessed using the CEQA Appendix G Checklist. As part of the biological resource assessment, ECORP will also identify the likely required permits and approvals to implement the project design and construct the project. Tsk 1.3.4: Cultural Resources. ECORP will prepare a Cultural Resources Inventory for the Lodi Vineyard Project, comprised of approximately 160 acres and an off-site drainage south of the City of Lodi, San Joaquin County, California. The inventory will include records search and literature review with the California Historical Resources Information System's (CHRIS) Central California Information Center (CCIC) for the entirety of the Project Area plus a 0.5 -mile radius to gather previously conducted cultural resource studies. The inventory will also include an intensive pedestrian survey of the Project Area using current protocols for the identification of cultural resources, and preparation of a Cultural Resources Inventory Report. This study will be conducted pursuant to compliance with CEQA and Section 106 of the NHPA for the identification of cultural resources. A summary of the findings will be provided in the Inventory report, following the OHP's recommended content and format. The report will provide the historic context, which is also necessary for incorporation into the CEQA document, as well as the methods, results, and recommendations. All cultural resources efforts for the update will be conducted by or under the direct supervision of a Registered Professional Archaeologist who meets the Secretary of the Interior's Professional Qualifications Standards for prehistoric and historical archaeology. Task 1.3.5: Tribal Consultation. (AB 52). This consultation is different than what is required under SB 18. ECORP will draft all required notification letters, coordinate tribal meetings, maintain the AB 52 administrative record, and provide technical support to the agency in determining whether or not Tribal Cultural Resources will be significantly impacted by the Project. ECORP will document the consultation process and comments discussed and advise the lead agency on how to come to a conclusion to the consultation, as specified by AB 52. This cost is based on time and materials, "best efforts" basis. If the amount of tribal involvement or requests for technical support exceed what can be accommodated by this budget, an amendment would be required to continue assisting the City. ECORP will assist the City in consulting with California Native American tribes under Senate Bill 18 (SB 18), which requires local agencies, including cities and counties, to contact and consult with California Native American tribes prior to amending or adopting a general plan or specific plan, or designating land as open space. This consultation is different than what is required under AB 52. ECORP will draft all required notification letters, coordinate tribal meetings, maintain the SB 18 administrative record, and provide technical support to the agency in responding to, or acting upon, comments from tribes. ECORP will document the consultation process and comments discussed and advise the lead agency on how to come to a conclusion to the consultation, as specified by SB 18. This cost is based on time and materials, "best efforts" basis. If the amount of tribal involvement or requests for technical support exceed what can be accommodated by this budget, an amendment would be required to continue assisting the City. Task 1.3.6 Transportation. Fehr & Peers will prepare a CEQA transportation impact analysis for the project. Task 1.3.6.1: Entitlement Review Traffic Operations The Entitlement Review focuses on traffic operations at the following existing intersections. • Lower Sacramento Road / W Century Boulevard • Lower Sacramento Road / W Harney Lane • S Mills Avenue / W Harney Lane • S Ham Lane / W Harney Lane • S Hutchins / West Lane / W Harney Lane In addition, traffic operations analysis will be performed for the two project access intersections on W Harney Lane. These intersections will be analyzed using Highway Capacity Manual, 6th Edition, Transportation Research Board, 2016 methodology as applied using the Synchro software under AM and PM peak hour conditions for the following scenarios: • Existing Conditions • Existing Plus Project Conditions Fehr & Peers will request the traffic counts for the AM (7:00 — 9:00 AM) and PM (4:00 — 6:00 PM) peak periods at the study intersections. The counts will be collected over two weekdays. As an optional task, we can also obtain multi -day turning movement volume estimates for Streetlight to verify that the small count sample is representative of typical conditions (see our blog post for more details — https://www.fehrandpeers.com/evolving-standard-validation-practices-for-traffic-data/). General Plan Consistency Fehr & Peers will verify that the project is consistent with the land use growth increment for its affected parcel(s) in the General Plan based on the Lodi General Plan traffic model. We will calculate the growth increment based on the base and future year difference in the relevant traffic analysis zone (TAZ) or zones. If the project is consistent with the calculated increment, no further analysis of future year conditions will be needed. Safe System Assessment The proposed project is located within half a mile of an existing elementary school. The General Plan also shows the potential for schools on both the east and west sides of the project. We will evaluate the routing of bicycle and pedestrian school traffic for both the existing and proposed schools and identify issues and barriers. We will then consider opportunities for those routes, including crossings, to be low 0 stress, direct and efficient, and reflect the state of the practice in bicycle and pedestrian safety according to a Safe System approach. Cumulative Conditions Analysis If the General Plan Consistency review reveals that the project is not consistent with the General Plan, Fehr & Peers can develop forecasts and analyze the traffic operations for Cumulative and Cumulative Plus Project Conditions. Optional Task- Harney Lane Widening Fair Share Analysis ($9,240) The General Plan assumes that Harney Lane will be widened from two lanes to four lanes between Lower Sacramento Road and SR 99 in the future. Should the traffic operations analysis indicate that the proposed project would trigger the widening of Harney Lane or study intersections, Fehr & Peers can conduct a fair share analysis to determine what percentage of the cost the applicant would be responsible for. Task 1.3.6.2: CEQA Review Setting Fehr & Peers will prepare an environmental setting summarizing baseline conditions and regulatory conditions that apply to the project's review of potential transportation impacts. The baseline conditions will summarize vehicle miles of travel (VMT) metrics to be used in the study as discussed below and describe physical conditions of the roadway, transit, bicycle, and pedestrian systems in the study area (generally extending along Harney Lane from Lower Sacramento Road to West Lane/Hutchison Street. The setting will rely heavily on map -based graphics, charts, and other visuals. VMT Fehr & Peers will prepare a VMT impact analysis in compliance with the CEQA Guidelines Section 15064.3. This new section to the Guidelines was added in response to Senate Bill (SB) 743. Our VMT analysis will rely on the methodology and threshold recommendations contained in the SB 743 Implementation Guidelines for the City of Lodi. Our proposed scope of work based on this guidance includes the following tasks. • Conduct VMT impact screening: Based on the project's location, land uses, baseline VMT and threshold information, a VMT impact screening will be completed to determine if any of the individual land use components qualify to be presumed as having a less than significant VMT impact. • Forecast baseline plus project VMT: The proposed project will be added to the City of Lodi travel demand model to forecast baseline plus project VMT effects. We will report the project generated home- based VMT per resident and total VMT based on TAZ outputs and the effect the project has on total regional VMT measured across the model network. For air quality, greenhouse gas (GHG), and energy impact analysis, total VMT metrics will be stratified by speed bin. If desired, the VMT inputs for GHG can be processed to exclude external trips and proportion the VMT based on trip ends. 7 • Forecast cumulative plus project VMT: To determine cumulative plus project VMT, the City's travel demand model cumulative scenario must first be reviewed to determine if any portion of the proposed project is already included in the model. This determination will be made based on the model inputs and consultation with city staff. If necessary, one new model run will be conducted that either adds the proposed project to the model's cumulative scenario or reallocates projected residential growth to the project site. We will report the project generated home-based VMT per resident and total VMT based on TAZ outputs and the effect the project has on total regional VMT measured across the model network. For air quality, greenhouse gas (GHG), and energy impact analysis, total VMT metrics will be stratified by speed bin. If desired, the VMT inputs for GHG can be processed to exclude external trips and proportion the VMT based on trip ends. • Determine Impact Significance and Test Mitigation: The project forecasts will be compared against the VMT threshold calculations to determine if a significant VMT would occur. If a significant impact occurs, we will evaluate potential mitigation strategies to lessen the impact. After assessing mitigation feasibility, a final impact determination will be made that also includes other substantial evidence related to VMT trends including the 2018 Progress Report, California's Sustainable Communities and Climate Protection Act, California Air Resources Board, November 2018 and the California Air Resources Board Improved Program Measurement Would Help California Work More Strategically to Meet Its Climate Change Goals, Auditor of the State of California, February 2021. Transit Fehr & Peers will qualitatively assess potential transit impacts by reviewing the proposed project's physical changes to the study area's transit service. A significant impact will occur if the project disrupts existing service or interferes with planned transit service. A significant impact may also occur if a physical change proposed by the project would be inconsistent with transit policies contained in the Lodi General Plan. Bicycle and Pedestrian Fehr & Peers will qualitatively assess potential bicycle and pedestrian impacts by reviewing the proposed project's physical changes to the study area's bicycle and pedestrian network. A significant impact will occur if the project disrupts existing facilities or interferes with planned facilities. A significant impact may also occur if a physical change proposed by the project would be inconsistent with bicycle and pedestrian policies contained in the Lodi General Plan. Safety Fehr & Peers will review the proposed project changes to traffic conditions for consistency with applicable design standards under baseline plus project conditions. Specific review items will include the following. Project changes to the volume, mix, and speed of traffic in the study area. • Project modifications to the public roadway, transit, bicycle, and pedestrian systems. A significant impact may occur if the project's proposed modifications are not consistent with the applicable design standards. If this condition is identified, we will develop mitigation options that comply with the appropriate design standard. 0 As an optional task, Fehr & Peers can prepare a safety impact study that complies with the new Caltrans safety impact study guidance- https:Hdot.ca.gov/-/media/dot-media/programs/transportation- planning/documents/sb-743/2020-12-22-updated-interim-Idigr-safety-review-guidance-a11y.pdf. This type of study requires close coordination with City Counsel to select appropriate methodology and thresholds and how those decisions could affect tort liability. Documentation Fehr & Peers will prepare an administrative draft transportation impact section for the project's environmental document using a Word template provided by Placeworks. Up to 8 hours of professional time has been budgeted to respond to city comments and to prepare the public draft transportation impact section. Update to 8 additional hours have been budgeted to respond to public comments. Meetings Fehr & Peers will attend up to three on-line meetings during the study to collaborate on technical questions. Additional meetings can be attended on a time and materials basis upon receiving written authorization. Task 1.3.7 Water Supply Assessment. The proposed project includes more than 500 dwelling units and as such meets the requirements for the preparation of a Water Supply Assessment (WSA) per California Senate Bill 610 (SB 610). SB 610 requires an assessment of whether available water supplies are sufficient to serve the demand generated by the proposed project, as well as the reasonably foreseeable cumulative demand in the region over the next 20 years under average normal year, single dry year and multiple dry year conditions. The WSA will rely on information provided in the 2020 Lodi Urban Water Management Plan and water demand factors based on land use. The WSA will include the following information: 1) Sources of water supply 2) Quantification of past, current, and projected water demands 3) Quantification of past, current, and projected water supply 4) Evaluation of drought impacts and consideration of variability in demand and supply based upon hydrologic conditions 5) Assessment of water supply sufficiency for the project, based upon this analysis. If it is determined that there are insufficient supplies to meet demand over the next 20 years, additional sources of supply would need to be identified. If this is the case, the WSA will make recommendations of how and where these new supply sources will come from. The WSA can also recommend project modifications or water conservation efforts that could reduce the demand (water usage) for the proposed project. Recommended demand reductions could be incorporated into the Draft EIR for the proposed project as specific mitigation measures, project alternatives, or both. Preparation of the SEIR 0 Task 1.4: Administrative Draft EIR. PlaceWorks will prepare an EIR in accordance with Section 15168 of the CEQA Guidelines. The EIR will rely on General Plan policies, existing regulations, ordinances, and adopted standards before recommending mitigation. Any mitigation measures will be discussed with the City to ensure that the measure is feasible. The completed Administrative Draft EIR (ADEIR) will be submitted to City staff for review and comment. As appropriate, PlaceWorks' project manager will meet with City staff to discuss the comments and make changes to the EIR. PlaceWorks will prepare a Screencheck DEIR that incorporates modifications made to the ADEIR for the City to ensure that all agreed to revisions are incorporated prior to publication. It is assumed that review of the Screencheck DEIR will not result in any new technical analysis or substantial text revisions. For the purposes of this proposal, we assume that one round of review of the Screencheck Draft EIR by City staff will be necessary. Modification to the scope of work, budget, and time frame may be necessary if additional reviews are requested. Task 1.5: Public Draft EIR. PlaceWorks will prepare the public Draft EIR for distribution and provide a draft Notice of Availability (NOA) for publication. Unless requested otherwise by the City, our budget assumes that PlaceWorks will reproduce and distribute the public draft EIR and NOA to the State Clearinghouse, responsible and trustee agencies, and other special interest groups and individuals identified on a distribution list to be developed in consultation with the City. It is assumed that the City will be responsible for all newspaper notices and site postings, the County Clerk, and if necessary, will post the EIR on the City's website. Task 1.6: Final EIR/Response to Comments/Mitigation Monitoring and Reporting Program. PlaceWorks will prepare responses to comments received on the EIR during the 45 -day public review period. The Response to Comments will contain an introduction describing the EIR public review process, copies of all comment letters received, written responses to comments, and revisions to the Draft EIR, if required. PlaceWorks will also provide a draft of the Mitigation Monitoring and Reporting Program (MMRP). Responses will be prepared by PlaceWorks, with input from the City and Interwest, as needed. Responses will focus on comments that address the adequacy of the environmental document. Comments that do not address the adequacy of the EIR will be noted as such and no further response will be provided. As required by CEQA, responses to public agency comments will be provided to those agencies a minimum of 10 days prior to consideration of the project by the City Council. Task 1.7: Findings of Fact and Notice of Determination. PlaceWorks will prepare draft findings of fact (FoF) for each of the significant impacts identified in the EIR and the determination as to whether those impacts would be reduced to below a level of significance by proposed mitigation measures. Coordinating with the City, PlaceWorks will also draft statement of overriding considerations for unavoidable significant impacts that may be identified in the EIR. The FoF will be incorporated into the resolution(s) for approval of the project. PlaceWorks will draft the Notice of Determination (NOD) for the City to review before the City files the forms with the County Clerk. 10 Budget Summary 1.1 1.2 1.3 1.3.1 1.3.2 1.3.3 1.3.4 1.3.5 1.3.6 1.4 1.5 1.6 1.7 Totals Project Management, Administration, & Hearings NOP & Scoping Meeting Technical Studies AOIGHG Noise Biological Resources Cultural Resources Tribal Consultation Transportation Admin Draft EIR Public Draft EIR Final EIR/ MMRP Findings of Fact Expenses 11 Totals $8,201 $6,455 $6,985 $8,800 $10,780 $17,490 $6,600 $59,499 $66,943 $6,528 $18,554 $9,109 $1,650 $227,594 i 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 Design Professionals-Architects/Engineers 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 $2,000,000 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 $2,000,000 per occurrence or claim. 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 therp oiect 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. Page 1 1 of 2 pages I Risk: rev. 3/1/2018 (f) Continuity of Coverage 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 (1) 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 Risk: rev. 3/1/2018 VINEYARD VALLEY PROJECT APPLICATION REIMBURSEMENT AGREEMENT This Vineyard Valley Application Reimbursement Agreement ("Agreement") is made the day of May, 2022 by and among the City of Lodi, a municipal corporation, hereafter referred to as "CITY" and ENCORE HOUSING OPPORTUNITY FUND 111, LLC, a Limited Liability General Partnership, hereafter referred to as "DEVELOPER" RECITALS A. DEVELOPER wishes to seek a General Plan Amendment, Prezone, and Annexation, of the Vineyard Valley project, hereafter referred to as "PROJECT" and comprising approximately 164 acres located generally south of Harney Lane and west of the Woodbridge Irrigation District canal. 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 and consultants 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. Development of the PROJECT will require analysis and review to ensure any granted approvals are consistent with State laws, San Joaquin Local Agency Formation Commission ("LAFCo") policies and procedures and City policies and procedures. D. Such approvals as may be granted by CITY and LAFCo will be subject to review under the California Environmental Quality Act (CEQA) to determine the environmental impact of the PROJECT. 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 $228,000. This cost is an estimate; 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 estimated cost for City staff to process the PROJECT entitlements is estimated to be $65,000. This cost is an estimate; should the cost of processing entitlements exceed the estimate, DEVELOPER shall pay the difference. Likewise should the actual costs be less than the estimated costs, DEVELOPER's obligation shall be reduced accordingly. H. 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 $100,000.00 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 determine the total cost of services provided and refund to DEVELOPER any unused funds previously deposited by DEVELOPER. b. Post Termination Work. Notwithstanding the provisions of Section 5(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 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: Lo THE CITY OF LODI, a municipal corporation By: Pamela Farris, Asst. City Clerk Stephen Schwabauer, City Manager APPROVED AS TO FORM: By Janice D. Magdich, City Attorney DEVELOPER: ENCORE HOUSING OPPORTUNITY FUND III, LLC, a Limited Liability General Partnership Name: Anthony Avila Title: Authorized Si_n�ry Address: 770 Tamalpais Dr., 401B Corte Madera, CA 94925 Al■ Vineyard Valley "Property" Map RESOLUTION NO. 2022-94 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL REVIEW DOCUMENTATION WITH PLACEWORKS, A PROFESSIONAL CONSULTING FIRM, OF SANTA ANA, AND TO EXECUTE A REIMBURSEMENT AGREEMENT WITH ENCORE HOUSING OPPORTUNITY FUND III, LLC, A LIMITED LIABILITY GENERAL PARTNERSHIP, FOR ENVIRONMENTAL REVIEW SERVICES BY PLACEWORKS AND FOR DIRECT CITY PROCESSING COSTS FOR THE VINEYARD VALLEY PROJECT WHEREAS, the City of Lodi has received a preliminary land use application for the Vineyard Valley project, located south of Harney Lane and west of the Woodbridge Irrigation District canal. The proposed project will require a General Plan Amendment, Prezone, and Annexation for the property; and WHEREAS, the land use entitlements for this project will require the preparation of an environmental document consistent with the California Environmental Quality Act; and WHEREAS, the project applicant is required to pay for the preparation of environmental review; and WHEREAS, staff has prepared a Professional Services Agreement for environmental review documentation with PlaceWorks, a professional consulting firm, to prepare an Environmental Impact Report (EIR) forthe project, with the cost of preparing the EIR not to exceed $228,000; and WHEREAS, the reimbursement agreement also establishes that the applicant will reimburse the City for all direct costs associated with processing the Vineyard Valley project; and WHEREAS, a reimbursement agreement with Encore Housing Opportunity Fund III, LLC, the project applicant, is also included to ensure 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 PlaceWorks, of Santa Ana, California, to prepare an EIR for the Vineyard Valley project, in an amount not to exceed $228,000; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a reimbursement agreement with Encore Housing Opportunity Fund III, LLC, to ensure that all costs for preparing the Vineyard Valley environmental review are funded by the project applicant; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: April 20, 2022 ------------------- -------------------- I hereby certify that Resolution No. 2022-94 was passed and adopted by the City Council of the City of Lodi in a regular meeting held April 20, 2022 by the following vote: AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehne, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None OLIVIA NASHED City Clerk 2022-94 BLUE SHEET coos' VINEYARD VALLEY PROJECT APPLICATION REIMBURSEMENT AGREEMENT This Vineyard Valley Application Reimbursement Agreement ("Agreement") is made the day of May, 2022 by and among the City of Lodi, a municipal corporation, hereafter referred to as "CITY" and ENCORE HOUSING OPPORTUNITY FUND III GENERAL PARTNER, LLC, a Delaware Limited Liability General Partnership qualified to do business in California, hereafter referred to as "DEVELOPER" RECITALS A. DEVELOPER wishes to seek a General Plan Amendment, Prezone, and Annexation, of the Vineyard Valley Project, hereafter referred to as "PROJECT" and comprising approximately 164 acres located generally south of Harney Lane and west of the Woodbridge Irrigation District canal. 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 and consultants secured via consultant services agreements. 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 qualified adjunct staff and consultants 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. Development of the PROJECT will require analysis and review to ensure any granted approvals are consistent with State laws, San Joaquin Local Agency Formation Commission ("LAFCo") policies and procedures and City policies and procedures. D. Such approvals as may be granted by CITY and LAFCo will be subject to review under the California Environmental Quality Act ("CEQA") to determine the environmental impact of the PROJECT. E. CITY's policies and procedures require that DEVELOPER bear the full cost of processing the development application with environmental review for the Project. F. The total estimated fees and costs for the processing of the environmental review for the application is $228,000. This cost is an estimate; 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 estimated cost for City staff to process the PROJECT entitlements is estimated to be $65,000. This cost is an estimate; should the cost of processing entitlements exceed the estimate, DEVELOPER shall pay the difference. Likewise should the actual costs be less than the estimated costs, DEVELOPER's obligation shall be reduced accordingly. H. 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 and consultants. 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 Reimbursciiient. CITY will engage qualified adjunct staff and consultants 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 Coanemtio� , DEVELOPER will cooperate with CITY in performing the legal, environmental, and planning work required of the CITY to advance the Project. 4. Upon execution of this Agreement, DEVELOPER shall deposit $100,000.00 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. a. DEVELOPER shall have the right to terminate this Agreement by delivering written notice to CITY and upon receipt of such notice by CITY, CITY shall determine the total cost of services provided to date of the notice and refund to DEVELOPER any unused funds previously deposited by DEVELOPER. b. Post Termination Work. Notwithstanding the provisions of Section 5(a), 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 Prpject AUproyal/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 PROJECT requires the approval of the Lodi City Council. DEVELOPER fully accepts all risks associated with the approval process conducted by LAFCo and CITY. 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 consultants; or direct the work, response times, recommendations or approvals of the contract environmental planner or consultants. 7. DEVELOPER'S Failure to --Pa. 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 staff and consultants. 8. No Damages for Delay., CITY, its elected or appointed officials, 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 elected or appointed officials, 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. Waiyer• 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 l=ees. 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. Internretation. 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 or written 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 and signed by the parties. 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 is bound. 16, 111 dc mni1icat ioil . Dcfense and Ho Id Harmless a. DEVELOPER agrees to and shall indemnify, defend and hold CITY, its elected and appointed officials, 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 contract environmental planners or consultants and the service provided thereby. b. DEVELOPER's obligation under this section to indemnify, defend and hold harmless CITY, its elected and appointed officials, 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 elected and appointed officials, 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 elected and appointed officials, 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: LIM THE CITY OF LODI, a municipal corporation By: Olivia Nashed, City Clerk Stephen Schwabauer, City Manager APPROVED AS TO FORM: LIM Janice D. Magdich, City Attorney t . DEVELOPER: ENCORE HOUSING OPPORTUNITY FUND III GENERAL PARTNER, LLC, a Delaware Limited Liability General Partnership qualified to do business in California Name: Anthony Avila Title: Authorized Signatory Address: 770 TaErnalpais Dr., 401 B_ Corte Madera. CA 94925