HomeMy WebLinkAbout2012/12/11 Item 27CITY COUNCIL
AGENDA STATEMENT
J ~`~~ CITY OF
CHULA VISTA
Item No.: _27_
Meeting Date: I2-ll-2012
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN EXCLUSIVE NEGOTIATING
AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND
HOMEFED CORPORATION FOR PLANNING AND
DEVELOPMENT OF THE UNIVERSITY PARK AND
RESEARCH CENTER
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROPRIATING $972,000 IN DEPARTMENT
OF ENERGY GRANT FUNDS TO THE FEDERAL GRANTS
FUND FOR TAE UNIVERSITY PARK AND RESEARCH
CENTER PROJECT
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING ATWO-PARTY AGREEMENT
BETWEEN THE CITY OF CHULA VISTA AND HELIX
ENVIRONMENTAL PLANNING FOR CONSULTING
SERVICES FOR THE PREPARATION AND SUBMITTAL OF
AN ENVIRONMENTAL IMPACT REPORT FOR THE
UNIVERSITY PARK AND RESEARCH CENTER
SUBMITTED BY: ASSISTANT CITY MANAGER/DEVELOPMENT SERVICES
DIRECTOR ~ C ~.- G-~i
REVIEWED BY: CITY MANAGER
4/STHS VOTE: YES X NO
SUMMARY
In 2008, the City entered into Land Offer Agreements that will provide approximately 375 acres
of land to the City for a University Park and Research Center (UPRC). With the City expecting
to receive much of the land within the next year, staff is working on several activities that are
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Item No.: 27
Meeting Date: 12/11/12
Page 2 of 7
foundational to continued planning and ultimate development of the UPRC. This report presents
the following three items: approval of an Exclusive Negotiating Agreement with a potential
Master Developer to plan and develop the UPRC; the appropriation of previously received
federal earmazk and University Endowment funds to support university planning activities; and
approval of a contract for consultant services for the preparation of an Environmental Impact
Report (EIR) in support of a framework Sectional Planning Area (SPA) Plan for the UPRC.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed activity for compliance with the
California Environmental Quality Act (CEQA) and has determined that the activity is not a
"Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to
Section 15060(c)(3) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no
environmental review is necessary.
RECOMMENDATION
City Council adopt the resolutions.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Background
Since the adoption of the Otay Ranch General Development Plan in 1993, the City of Chula
Vista has maintained a vision of locating a university within the Otay Ranch. This vision is also
reflected in the General Plan. While the properties have been designated "University" with a
secondazy residential land use should the University not become a reality, they have been held in
private, rather than public, ownership. In 2001, progress in assembling the land necessary to
locate the University was made with the acquisition of approximately 140 acres of developable
land for university purposes. It was understood that additional acreage was required to realize the
land mass envisioned for the University by the General Plan and Otay Ranch General
Development Plan (ORGDP). In 2007, the City began negotiating with the landowners to
facilitate the acquisition of land necessary for the future development of a University and a
Regional Technology Park while also providing equitable benefit to the landowners.
In 2008, and as subsequently amended in 2010, the City of Chula Vista entered into two sepazate
Land Offer Agreements (LOAs) with the Otay Land Company (OLC), a subsidiary of HomeFed,
and JPB Development. Through a combination of land exchanges and agreements for expedited
entitlement processing, the City of Chula Vista has reached agreement on how it would assemble
approximately 375 acres of land for the URPC. These applications aze currently being processed
with entitlements expected to be before City Council in the spring and summer of 2013.
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Item No.: 27
Meeting Date: 12/11/12
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Currently, staff is working with consultants to develop a framework program (building squaze
footages, gross pazking, athletic areas, etc.) for the UPRC site that will enable the preparation of
a SPA Plan and programmatic EIR. As a final footprint for the university has been agreed upon
and grading plans for surrounding development (Villages 9 and ]0) have been submitted for
review, staff has also contracted with an engineering consultant to review current grading
submittals for surrounding villages as well as develop potential grading options for the UPRC
site itself.
Exclusive Ne~otiatine Aereement
Since the City is expecting to receive much of this ]and within the coming year, planning for the
UPRC is timely. However, the City does not typically serve in the role of "developer" for such
elaborate projects nor employ staff with the level of expertise in this very specific type and
magnitude of project. As such, the City would like to enter into an agreement with a Master
Developer to assist in planning for and developing the UPRC. While considering development
partners who might be most qualified to serve in the Master Developer capacity, City staff has
come to the conclusion that HomeFed is uniquely qualified to fill this role due to the following
facts:
• HomeFed has been a significant landowner in Chula Vista for many years. The company
owns approximately 2,800 acres in the Otay Ranch General Planning Area (ORGPA),
including 700 acres of developable land and 2,100 acres of open space for environmental
mitigation. The company's core business in master-planned development gives it an
understanding of demographic trends, sustainability, leveraging economic capacity and
incubating small business. HomeFed Corporation has a proven track record of successful
development.
• HomeFed is in the final stages of processing the SPA Plans for Village 8 West and
Village 9, which is adjacent to the university and commonly known as University
Village. That SPA Plan provides for up to 4,000 residential units and 1.5 million square
feet of commercial development. The infrastructure of the university and University
Village are planned to be fully integrated.
• HomeFed's interests are closely aligned with the City's interests. HomeFed has been
working closely with city staff for almost three years and has retained the services of
Baltimore-headquartered Ayers Saint Gross (ASG), one of the most respected
architectural and planning firms for higher education institutions in the country. ASG has
completed projects for dozens of universities, including Duke, John Hopkins, Notre
Dame, Rutgers, Emory, and the Universities of Delawaze, Maryland, Virginia and North
Carolina. HomeFed has also contracted with U3 Ventures, aPhiladelphia-based multi-
disciplinary firm that specializes in integrating universities with their surrounding
neighborhoods to achieve economic vitality and cultural vibrancy.
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Meeting Date: 12/11/12
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• The HomeFed team -along with staff from the City -has visited the campus and the
president of Arizona State University in Tempe to study ASU's innovative educational
model. In addition the team has participated in campus tours and conferences with leaders
from the University of Southern California, Clazemont McKenna College, the University
of California Los Angeles and Aurazia Higher Education Center, Denver. They have also
attended the national conference of the Urban Land Institute to study public-private
partnerships and university structures and have applied to be part of the new ULI
University Development and Innovation Council.
• In contrast to many private companies, HomeFed Corporation's financial condition,
executive compensation, and sources of income are all highly transparent. The company
must file quarterly and annual audited financial statements with the Securities and
Exchange Commission (SEC) that require enhanced financial disclosure and forwazd-
looking statements about the company. This makes it easy for members of the Chula
Vista City Council and city residents to monitor the company's financial situation and
ability to perform.
Based on these findings, staff is recommending that the City Council waive the City's
competitive bid processes , to the extent applicable, and negotiate exclusively with HomeFed per
the terms of an Exclusive Negotiating Agreement or "ENA".
The purpose of the ENA is to provide ninety (90) days to explore and negotiate the terms and
conditions of a Master Development Agreement (MDA). The MDA is anticipated to be the
instrument that will define how the University property will be planned, conveyed, controlled,
financed and potentially disposed of in order to secure an institution(s) of Higher Education and
a Regional Technology Park. The MDA will also define the roles, responsibilities and
compensation of the Master Developer and the City. Key terms to be negotiated include (1) the
creation of one or more special purpose entities to oversee project development; (2) timing and
terms for conveyance of the University property in an "as is" condition; (3) sources and terms for
project financing primarily arranged by the developer; (4) developer responsibility for obtaining
project entitlements; (5) developer compensation, preferred returns and profit sharing based on
relevant market factors; (6) assurances of developer performance; (7) financial assistance or
incentives from the City (if any) to facilitate project development or enhance project feasibility;
(8) limited terms for assignment of rights; (9) operating and/or use covenants. Nothing in the
ENA pre-commits the City to enter into any final agreement with HomeFed, or to approve any
project entitlement; instead, in all such matters, the City reserves its full legal discretion to
approve, disapprove or condition future projects agreements and permits.
The ENA can be extended for up to two additional ninety (90) day periods, at the discretion of
the City Manager, provided substantial progress is being made on the MDA. During the
negotiating period the City agrees not to solicit any alternative development proposals but staff
will maintain our ability to evaluate any unsolicited proposals the City may receive during the
ENA period. The City agrees to share these unsolicited proposals with HomeFed and work
together to evaluate the merits of the unsolicited proposal.
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Item No.: 27
Meeting Date: 12/11/12
Page 5 of 7
In the course of negotiating the ENA with City staff, HomeFed representatives have indicated
from the outset their expectation that for HomeFed to devote the significant investment of time
and resources to the transaction, the substantive terms of the MDA would need to include (i)
developer control of the special purpose entity created to hold title and develop the UPRC land,
(ii) a preferred equity return on developer's direct investment of 15%, and (iii) developer
retention of 90% of profits, if any, from the project. Staff appreciates HomeFed's expectations
in this regard, and intends to address these proposed terms with HomeFed in the early stages of
MDA negotiations following ENA approval.
Grant and Endowment Funds
In February 2009, the City's Economic Development Division submitted a Federal
Appropriations Request seeking funding for planning and infrastructure tasks related to the
UPRC project. In the spring of 2010, the City was notified by the US Department of Energy
(DOE) that it had received a grant in the amount of $972,000 for the environmental, sustainable
energy and initial land use planning and entitlements for the UPRC. In September 2010, the City
was notified that the grant had been formally approved by the DOE. Staff is now requesting to
appropriate these grant funds.
In addition, as a result of the approval of the Land Offer Agreement (LOA) with the Otay Land
Company, a one million dollaz endowment was established for University recruitment and
planning purposes.
The grant and endowment funds will be used to complete initial public and energy infrastructure
designs; formulate a set of sustainable design and development guidelines; and create and
complete planning and environmental documents necessary for the entitlement and development
of the site. The funding will allow the City to process the necessary entitlement documents in
coordination with adjacent land owners to fulfill the vision outlined in the City's General Plan.
Two Party Agreement for the Preparation of an EIR
Pursuant to the CEQA, the Development Services Director (DSD) has determined that the
proposed project requires the prepazation of an EIR to support prepazation and action on a
framework SPA Plan for the UPRC site. Development Services Department staff does not have
the available time or expertise to prepare the needed EIR. Therefore, the applicant (i.e., the City)
proposing the project must enter into atwo-party agreement for the preparation of the CEQA
documentation.
A request for proposal was distributed to the 25 persons or firms included on the City's list of
qualified Environmental Consultants, and advertised on the intemet. A total of eight proposals
were received. The Selection Committee, designated by the DSD, invited the five top-rated firms
to interview. The Selection Committee reviewed and ranked the proposals based on company
experience, quality of management team, capacity to perform the work, project understanding,
proposal quality and clarity, local experience, and billing rates.
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Item No.: 27
Meeting Date: 12/11/12
Page 6 of 7
The DSD and the Selection Committee have determined that Helix Environmental Planning,
through their proposal and the interview process, has demonstrated the ability to perform the
services as required for this project. Helix Environmental Planning represents, and staff concurs,
that they are experienced and staffed in a manner such that they can prepare and deliver the
required services within the necessary timeframes. The DSD has negotiated the details of the
two-party agreement in accordance with procedures set forth in the Chula Vista Environmental
Review Procedures.
Helix Environmental Planning will function as the Environmental Consultant to the City
pursuant to the subject two-party agreement with the City and under the supervision of the City's
DSD. The responsibilities of the Environmental Consultant will include the following:
• Review of the available Project information;
• Preparation of an Initial Study and Notice of Preparation;
• Preliminary engineering for university supporting infrastructure
• Concept grading analysis
• Preparation of Screencheck, draft and final EIRs;
• Prepazation of responses to comments received during public review;
• Prepazation of Findings and the Mitigation Monitoring Reporting Program; and
• Attendance at team meetings and public hearings.
The total cost of the contract for consulting services is $534,430, with an additional 25%
contingency ($133,607) for additional services to cover unforeseen issues that may arise during
prepazation of the EIR, and if determined to be necessary solely by the City's DSD. The contract
also includes $63,780 in optional services, should the DSD solely determine that those optional
services are required at a later date. The City will pay all consultant costs, associated with
preparation of the EIR using the federal grant funds.
DECISION-MAKER CONFLICTS:
Staff has reviewed the property holdings of the City Councilmembers and has found no property
holdings within 500 feet of the boundaries of the property which is subject to this action. Staff is
not independently awaze, nor has staff been informed by any City Councilmember, of any other
fact that may constitute a basis for a decision maker conflict of interest in this matter.
CURRENT YEAR FISCAL IMPACT
There is no fiscal impact. Approval of the resolution will result in the appropriation of $972,000
of Department of Energy Grant Funds to the Federal Grants Fund. These funds will be used to
pay for all staff and consultant costs associated with prepazation of the Exclusive Negotiating
Agreement and the Environmental Impact Report.
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Item No.: 'Z7
Meeting Date: 12/11/12
Page 7 of 7
ONGOING FISCAL IMPACT
There is no ongoing fiscal impact. Costs occumng in subsequent fiscal years will be offset by
Federal Grant and Endowment Funds for the work which is anticipated for completion by June
2014 for this project.
ATTACHMENTS
Attachment A -Exclusive Negotiating Agreement Resolution
Attachment B - Appropriation of Grant Funds Resolution
Attachment C - Environmental Consulting Resolution
Attachment D -Exclusive Negotiating Agreement
Attachment E - Two-Party Agreement
Prepared by: Scott Donaghe, Principal Planner, Development Services Department
27-7
}~-}+zith I~~'~~ f /~
COUNCIL RESOLUTION NO
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN EXCLUSIVE
NEGOTIATING AGREEMENT BETWEEN THE CITY OF
CHULA VISTA AND HOMEFED CORPORATION FOR
PLANNING AND DEVELOPMENT OF THE UNIVERSITY
PARK AND RESEARCH CENTER
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City; and
WHEREAS, the City of Chula Vista has solidified this goal in the City's General Plan
and Otay Ranch General Development Plan; and
WHEREAS, the City has been working for several years to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008 and 2010, the City entered into land offer agreements that provide
for the acquisition of the final properties necessary to create the University Park and Research
Center; and
WHEREAS, as the acquisition of the land becomes more certain, it is necessary to
complete all planning documents and related entitlements that will allow for the timely
development of the University Park and Research Center; and
WHEREAS, the City does not employ staff with the level of expertise in this very
specific type and magnitude of project; and
WHEREAS, given the complexity and long-term development horizon for the
project City wishes to explore an arrangement with a land developer to serve as Master
Developer for the project; and
WHEREAS, the City has considered alternatives for development partners who might be
most qualified to serve in the Master Developer capacity and come to the conclusion, for the
reasons set forth below, that HomeFed Corporation ("HomeFed") is uniquely qualified to fill this
role; and
WHEREAS, HomeFed has been a significant landowner in Chula Vista for many years;
and
WHEREAS, HomeFed owns approximately 2,800 acres in the Otay Ranch General
Planning Area (ORGPA), including 700 acres of developable land and 2,100 acres of open space
for environmental mitigation; and
27-8
Resolution No.
Page 2
WHEREAS, HomeFed's core business in master-planned development gives it an
understanding of demographic trends, sustainability, leveraging economic capacity and
incubating small business; and
WHEREAS, HomeFed has a proven track record of successful development; and
WHEREAS, HomeFed is in the final stages of processing the SPA Plans for Village 8
West and Village 9, which is adjacent to the university and commonly known as University
Village; and
WHEREAS, the infrastructure of the university and University Village are planned to be
fully integrated; and
WHEREAS, HomeFed has contracted with U3 Ventures, aPhiladelphia-based multi-
disciplinary firm that specializes in integrating universities with their surrounding neighborhoods
to achieve economic vitality and cultural vibrancy; and
WHEREAS, in contrast to many private companies, HomeFed's financial condition,
executive compensation, and sources of income are all highly transparent as the company must
file quarterly and annual audited financial statements with the Securities and Exchange
Commission (SEC) that require enhanced financial disclosure and forward-looking statements
about the company; and
WHEREAS, HomeFed shares the City's interest in exploring and negotiating the possible
terms and conditions under which HomeFed would act as Master Developer for the project, and
is willing to invest substantial time and resources towards the advancement of the project during
the course of such exploration and negotiation provided that City is willing to negotiate
exclusively with HomeFed for a specified time period on the terms and conditions provided in an
Exclusive Negotiating Agreement ("ENA"); and
WHEREAS, due to the unique nature of the proposed project, its potential for fostering
economic development and educational advancement, and for providing a valuable amenity for
the citizens of the City of Chula Vista, and HomeFed's unique Master Developer qualifications
(described above), City is willing to enter into an ENA with HomeFed on the terms and
conditions set forth in the agreement presented.
NOW, THEREFORE, BE IT RESOLVED based on the Recitals set forth above, the City
Council finds HomeFed Corporation to be uniquely qualified for purposes of entering into an
Exclusive Negotiating Agreement and, potentially, asole-source candidate to act as Master
Developer of the University Park and Research Center Project.
BE IT FURTHER RESOLVED based on this finding, to the extent applicable, the City
Council waives the competitive bidding processes in Chula Vista Municipal Code sections
2.56.070 A and 2.56.11.0 as impractical and determined that the City's interests will be
materially better served by working exclusively with HomeFed under the terms of the ENA; and
BE IT FURTHER RESOLVED the City Council approves an Exclusive Negotiating
Agreement between the City of Chula Vista and HomeFed Corporation regarding the planning
27-9
Resolution No.
Page 3
and development of the University Park and Research Center project in the form presented, with
such minor modifications as may be required or approved by the City Attorney, a final copy of
which shall be kept on file with the City Clerk and hereby authorizes the City Manager to
execute the same.
Presented by
Gary Halbert, AICP, PE
Assistant City Manager/Director of
Development Services
Approved as to form by
~~Glen
City Attorney
27-10
tI-I-Fc~icl~~n~~nf l3
COUNCIL RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROPRIATING $972,000 IN
DEPARTMENT OF ENERGY GRANT FUNDS TO THE
FEDERAL GRANTS FUND FOR THE UNIVERSITY PARK
AND RESEARCH CENTER PROJECT.
WHEREAS, the City of Chula Vista has long had a goal of developing a higher education
presence in the City; and
WHEREAS, the City of Chula Vista has solidified this goal in the City's General Plan
and Otay Ranch General Development Plan; and
WHEREAS, the City has been working for several yeazs to acquire all the land necessary
to develop the University Park and Research Center; and
WHEREAS, in 2008, the City entered into land offer agreements that provide for the
acquisition of the final properties necessary to create the University Park and Research Center
and received a one million dollar endowment for University recruitment and planning purposes;
and
WHEREAS, as the acquisition of the land becomes more certain, it is necessazy to
complete all planning documents and related entitlements that will allow for the timely
development of the University Park and Research Center; and
WHEREAS, in Februazy 2009, the City's Economic Development Division submitted a
Federal Appropriations Request seeking funding for planning and infrastructure tasks related to
the University Park and Research Center project; and
WHEREAS, in September 2010, the City received an award from the US Department of
Energy in the amount of $972,000 for the environmental, sustainable, energy and initial land use
planning and entitlements for the University Park and Reseazch Center.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby appropriate $972,OOOto the Federal Grants Fund as follows: $700,000 to the
supplies and services category and $272,000 to the other expenses category.
BE IT FURTHER RESOLVED that the City Council of the City of Chula Vista does
hereby authorize the City Manager or his designee to execute all documents necessary to obtain
and manage the grant funds.
Presented by
Gary Halbert, AICP, PE
Assistant City Manager/Director of
Development Services
Approved as to form by
~ Glen R.
~1 City Attorney
27-11
j~-I-f-~i cl~ rv~e i ~+- G
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA APPROVING ATWO-PARTY AGREEMENT BETWEEN THE
CITY OF CHULA VISTA AND HELIX ENVIRONMENTAL
PLANNING FOR CONSULTING SERVICES FOR THE PREPARATION
AND SUBMITTAL OF AN ENVIRONMENTAL IMPACT REPORT FOR
THE UNIVERSITY PARK AND RESEARCH CENTER
WHEREAS, the City of Chula Vista has grant funds available for the consulting services
necessary for the prepazation of the Environmental Impact Report for the Chula Vista University
project; and
WHEREAS, it was determined by the Director of Development Services that staff has
neither the available time or expertise to perform the subject work; and
WHEREAS, pursuant the California Environmental Quality Act (CEQA) the Development
Services Director has determined that the proposed project requires the preparation of an EIR; and
WHEREAS, a Request for Proposal was distributed to the 25 persons or firms included on
the City's list of qualified Environmental Consultants, and eight proposals were received by the
City; and
WHEREAS, the Development Services Director appointed a selection committee, which
has in accordance with Section 2.56.110 of the Chula Vista Municipal Code, recommended that the
above noted Consultant perform the required services for the City; and
WHEREAS, the Development Services Department has negotiated the details of this
Agreement in accordance with applicable procedures set forth in Section 6.3.2(a) of the
Environmental Review Procedures.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula
Vista does hereby approve atwo-parry agreement between the City of Chula Vista and Helix
Environmental Planning for consulting services for preparation and submittal of an
Environmental Impact Report for the Chula Vista University project.
BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista is hereby
authorized and directed to execute said agreement on behalf of the City of Chula Vista.
Presented by Approved as to form by
Gary Halbert, AICP, PE
Assistant City Manager/Development Services Director
G1
~u-~eity Attorney
27-12
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
'1'1t Glen o 'ns
1~1 City Attorney
Dated: ~z/6/~7~
EXCLUSIVE NEGOTIATING AGREEMENT
BY AND BETWEEN THE
CITY OF CHULA VISTA AND HOMEFED CORPORATION
27-13
6~T7G~C1iMF.i`JT G
EXCLUSIVE NEGOTIATING AGREEMENT
[University Project]
This EXCLUSIVE NEGOTIATING AGREEMENT ("Agreement") is entered into
effective as of December 11, 2012 ("Effective Date") by and between the CITY OF CHULA
VISTA, a chartered municipal corporation ("City") and HOMEFED CORPORATION, a
Delaware corporation ("Developer") with reference to the following facts:
Recitals
A. City owns or will own certain real property comprised of approximately 375 acres
located in the Otay Ranch and Eastlake communities of the City of Chula Vista, California, as
more particulazly described in Section 2.1 hereof (the "Property"). -
B. City wishes to foster the development of a new university and regional technology
pazk on the Property, as more particulazly described in Section 2.2 hereof (the "Project"), in a
manner and form consistent with the goals and objectives of its General Plan and Otay Ranch
General Development Plan.
C. Given the complexity and long-term development horizon for the Project City
wishes to explore an arrangement with a land developer to serve as master-developer for the
Project.
D. Developer has unique qualifications to serve as this the master developer for the
Project because of Developer's (i) proven track record of successful and award-winning
development, (ii) familiazity with Otay Ranch and the Project, given its extensive land holdings
and ongoing entitlement processing of Villages 8 West and 9 neaz the Project site, (iii) fmancial
strength and stability as evidenced by reportings as a publicly traded company subject to the
requirements of the Federal Securities and Exchange Commission, and (iv) effective relationship
with City staff based on mutual trust, cooperation and respect. Accordingly, City recognizes
Developer as uniquely qualified for purposes of this Agreement, and, potentially, as a uniquely
qualified sole-source candidate to act asmaster-developer of the Project.
E. Developer shazes the City's interest in exploring and negotiating the possible
terms and conditions under which Developer would act as master-developer for the Project, and
is willing to invest substantial time and resources towazds the advancement of the Project during
the course of such exploration and negotiation provided that City is willing to negotiate
exclusively with Developer for a specified time period on the terms and conditions provided
herein.
F. Due to the unique nature of the proposed Project, its potential for fostering
economic development and educational advancement, and for providing a valuable amenity for
the citizens of the City of Chula Vista, and Developer's unique "master-developer" qualifications
(described above), City is willing to enter into this Agreement with Developer on the terms and
conditions set forth herein.
ENA [University] DRAFT 11. (6.12 Ciry Proposed FINAL n 7 -1 4
NOW, THEREFORE, in consideration of the above recitals, the mutual covenants
contained herein, and other good and valuable consideration, the parties hereby acknowledge as
satisfactory, CITY AND DEVELOPER HEREBY AGREE AS FOLLOWS:
Agreement
1. NATURE OF AGREEMENT.
1.1. Pumose. The general purpose of this Agreement is to negotiate the terms and
conditions of amutually-agreeable Management Development Agreement ("MDA"), which, at
the City Manager's, or his designee's, sole discretion, shall be presented to the City Council of
the City of Chula Vista (the "City Council") for their consideration.
1.2. Exclusivity. During the term of the Agreement, City agrees not to solicit
alternative development proposals for the Property, or to negotiate with any other person or
entity regarding the acquisition or development of the Property. For purposes of this Section,
"negotiate" shall mean to conduct communications or conferences of any kind with a view to
reaching a preliminary or final settlement or Agreement with respect to the disposition or
development of all or any portion of the Property. Notwithstanding the foregoing, Developer
acknowledges that (a) City may receive from time to time, unsolicited alternative proposals for
the development of the Property; and (b) City reserves the right to conduct a preliminary
evaluation of and to factor in any unsolicited alternative proposal received when considering
whether or not to approve the terms and/or conditions upon which to approve final agreements
with Developer for the actual disposition and development of the Property. Upon receipt of such
an unsolicited proposal, City shall promptly provide a copy of the proposal to Developer, and
City and Developer thereafter shall meet to review the proposal. In the event any unsolicited
proposal is sent to the City on the condition of confidentiality of some or all of its contents, the
City shall return any and all confidential contents and not conside such contents unless the
proponent removes the confidentiality requirement.
13. Term. The initial term of this Agreement shall commence on the Effective Date
and terminate ninety (90) days thereafter, unless earlier terminated in accordance with the
provisions hereof (the "Initial Negotiation Period"). At the end of the Initial Negotiation Period,
the City Manager (the "City Manager"), in his sole discretion and on behalf of the City, may
extend the term of this Agreement for up to two(2) additional ninety (90) day periods (the
"Extended Negotiation Period") provided that at the end of the Initial Negotiation Period (i) City
has not exercised its right to terminate this Agreement as herein provided, (ii) Developer is in
full compliance with all material terms and conditions hereof, and (iii) Developer concurs with
such extension(s) of the Initial Negotiation Period.
2. DESCRIPTION OF PROPERTY AND PROJECT.
2.1. Property Description. Unless additions or deletions aze approved or required by
.City, for purposes of this Agreement, the pazcels comprising the Property shall be that certain
real property consisting of approximately 375 acres adjacent to the planned Villages 9, 10 and
11, as contemplated by the City of Chula Vista General Plan and Otay Ranch General
Development Plan, located in the City of Chula Vista and more particularly shown on Exhibit A
ENA [University] 11.16.12-FINAL 27 - ~ 5
attached hereto. Developer may explore the acquisition of one or more other pazcels located
adjacent to the Property or in the Property's vicinity if necessary or appropriate for the
development of the Project without the prior consent of City.
2.2. Proiect Description. The Project as currently envisioned by the City generally
will consist of (i) a university campus with facilities appropriate for approximately 20,000 full-
time equivalent students, (ii) student housing for approximately 5,000 students, (iii) an
approximately 85-acre regional technology pazk and (iv) uses incidental to the university, student
housing, high school, middle school, elementary school, including without limitation, retail
services restaurants, athletic facilities, libraries and office and industrial buildings, which uses
shall be reflected in a master plan ("Campus Master Plan"). City and Developer acknowledge
and agree that the Project is subject to change as the Project scope, plan and definition are further
refined per their mutual agreement and/or per conditions or requirements imposed by City in the
discretionary land use approval process.
3. MANAGEMENT DEVELOPMENT AGREEMENT TERMS AND CONDITIONS.
3.1 MDA Terms. Upon mutual execution of this Agreement, City staff ("City Staff')
and Developer shall in good faith attempt to negotiate the terms and conditions of a MDA. If the
terms of a MDA can be negotiated to City Staff s and Developer's mutual satisfaction, City Staff
shall present same to the City Council for its review and consideration. Any negotiated MDA
shall contain substantially the following terms, plus others to be negotiated by the parties:
3.1.1 Special Pumose Entity Creation. A special purpose entity ("SPE") shall
be created in a legal form and on terms to be negotiated by the parties. The SPE shall have the
authority to develop all or any portion of the Project, and/or to make material decisions regarding
same, all in accordance with the MDA. Developer and City shall each contribute funds to
initially capitalize the SPE. City agrees to pursue available public funding sources for this
purpose. .
3.1.2 Conveyance of Property. City shall convey the Property (and any related
environmental mitigation land) to the SPE at no cost "as is." The City will agree to provide the
SPE and Developer with all information in its possession regazding the physical condition of the
Property; provided, however, City does not--and shall not--make any representations or
warranties regarding the physical condition of the Property or its suitability for development of
the Project.
3.1.3 Prouerty Control. The SPE will have the rights to lease, sell, or encumber
the Property in accordance with the Campus Master Plan.
3.1.4 Financins. Project entitlements and construction will be financed through
the use of SPE funds, and other funding sources (debt, equity, grants, etc.) to be identified by the
parties. Developer shall have the primary responsibility to arrange financing for the Project,
including the planning and development phases. The terms for Developer access to SPE funds,
and other terms and conditions for financing all or any portion of the Project shall be negotiated
in the MDA and/or determined by the SPE.
ENA [University] 11.16.12-FINAL ~~ -1 u
3.1.5 Disposition of Property. The SPE shall develop the Project in accordance
with the Master Plan, as may be amended from time to time. Developer, pursuant to the terms of
the MDA, shall be responsible for securing all necessary planning, zoning, and other entitlement
and permit approvals for the Project subject to City approval, in its reasonable discretion, as
required by state law. Developer shall work with the City, to prepare, or to have prepazed (as
reasonably directed by City) all required environmental analysis documents in accordance with
the California Environmental Quality Act (" CEQA") and other applicable law.
3.1.6 Developer Compensation. Developer shall be entitled to (i) a reasonable
development management fee equal to an amount mutually agreed to by the parties in the MDA,
(ii) a reasonable equity preferred return on its direct investment in the Project and (iii) a
reasonable percentage of Project profits, if any. Specific percentages and other terms for
Developer compensation shall be negotiated and determined based upon relevant mazket factors.
3.1.7 Assurance of Developer's Performance. Developer will assure the
performance of its MDA obligations through the use of security or other mechanisms mutually
acceptable to the parties.
3.1.8 Proiect Incentives. City will consider and negotiate in good faith Project
development incentives, including without limitation, fee reductions, deferrals and waivers as
necessary and appropriate to foster Project development.
3.1.9 Restrictions A¢ainst Discrimination. The MDA shall contain the
constraints against discrimination in the form and manner required by law.
3.1.10 Assienment. Under specified circumstances, Developer may assign its
rights and obligations under the MDA with respect to portions of the Project to be developed
and/or operated by third parties; provided, however, Developer shall first obtain City's approval.
Specific standards and the process for obtaining City approval shall be negotiated by the parties.
3.1.11 Operatin¢ Covenants and Restrictions. The MDA shall contain terms
related to the operation and management of all or portions of the Project in a good and
professional manner, subject to covenants necessary or appropriate to ensure the Project's long-
term success, subject to reasonably necessazy terms to protect the interests of secured lending
parties.
4. RETENTION OF DISCRETION TO APPROVE THE PROJECT AND MDA.
4.1. City Approval Discretion. This Agreement contemplates that the Project and a
MDA providing for its implementation may be presented to the City Council For approval. The
parties understand that City is reserving the right to exercise its discretion as to all matters which
it is, by law, entitled or required to exercise its discretion, including, but not limited to the
following:
4.1.1 Approval by City of the MDA. The parties understand that the City has
the complete and unfettered discretion to reject a MDA without explanation or cause. Developer
acknowledges and agrees that City may require or impose additional material obligations on the
ENA (University] 11.16.12-FINAL 2~-1
Project in the negotiation of a MDA. If Developer does not agree to any such condition,
Developer reserves the right to terminate this Agreement and/or not to proceed with the Project.
4.1.2 Review and approval by City of all discretionary findings and conclusions.
Any agreement by City to dispose of the Property or other City acquired parcels shall be
conditioned upon the successful review and approval of all necessary findings and conclusions
which the City Council is required to make, including all necessary findings and determinations
required under CEQA and state and local land use provisions. As to any matter which City may
be required to exercise its unfettered discretion in advancing the Project to completion, nothing
herein, nor to be contained in the MDA shall obligate City to exercise its discretion in any
pazticulaz manner, and any exercise of discretion reserved hereunder or required by law shall not
be deemed to constitute a breach of City duties under this Agreement.
5. TERMINATION RIGHTS.
5.1. Parties' Right to Terminate. Notwithstanding the Initial or Extended Negotiation
Periods set forth above, either party may terminate this Agreement if the other party has
materially defaulted in its obligations hereunder, and the terminating party has provided
defaulting party with written notification of such determination, and the defaulting party has
refused to cure same. The written notification shall set forth the nature of the actions required to
cure such default if curable. Defaulting party shall have fifteen (15) days from the date of the
written notification to cure such default. If such default is not cured within this 15-day period,
the termination shall be deemed effective.
6. ADDITIONAL TERMS AND OBLIGATIONS.
6.1. Each Party to Bear its Own Cost. Each party shall bear its own costs incurred in
connection with the negotiation of a MDA and the implementation of this Agreement .
6.2. Confidentiality. Developer acknowledges and agrees that City is a public entity
with a responsibility and, in many cases, legal obligation to conduct its business in a manner
open and available to the public, including being subject to the California Public Records Act
("CPRA' ; Govt. Code section 6250 et. seg.). Accordingly, any information provided by
Developer to City with respect to the Property, the Project or Developer may be disclosed to the
public either purposely, inadvertently, or as a result of a public request or court order. With
respect to any public records request for information pertaining to the financial condition of
Developer, its members, lenders or other interested parties, or other information designated in
writing by Developer as proprietary and confidential in nature, City agrees to (1) notify
developer of such request; (2) exercise its best efforts to keep such information confidential, to
the extent permitted by law; and (3) may, in its sole and unfettered discretion, assert all
appropriate defenses or exemptions to such request, as provided by law. Upon Developer's
request, City agrees to negotiate the terms for a Confidentiality Agreement with respect to such
information.
6.2.1 Cooperation and Information. City shall use best efforts to cooperate with
Developer in its development efforts for the Project and the negotiation and drafting of the
MDA. City shall provide Developer's equity partner(s) and/or lender(s) appropriate and
ENA [University] 11.16.12-FINAL ~ ~ -
necessary information unless such information is otherwise privileged. City shall also cooperate
with Developer s professional consultants and associates by providing them with any information
and assistance, so far as such information is not otherwise privileged, reasonably within the
capacity, possession or control of the City in connection with the preparation of Developer's
submissions to City. City shall include Developer in meetings with third-party consultants
relating to the Project (except to the extent such meetings are between City and its legal counsel,
financial advisor, or other circumstances where confidentiality is necessary or appropriate)
regardless if those third-party consultants aze paid by City.
7. NO PRE-COMMITMENT.
By its execution of this Agreement, City is not committing itself or agreeing to undertake any
activity requiring the subsequent exercise of discretion by City, or any department thereof
including, but not limited to, the approval and execution of a MDA; the proposal, amendment, or
approval of any land use regulation governing the Property; the provision of financial assistance
for the development of any public or private interest in real property; the authorization or
obligation to use the City's eminent domain authority; or, any other such activity. This
Agreement does not constitute a disposition of property or exercise of control over property by
City and does not require a public hearing. City execution of this Agreement is merely an
agreement to enter into a period of exclusive negotiations according to the terms hereof,
reserving final discretion and approval by City as to any proposed MDA and all proceedings and
decisions in connection therewith.
8. GENERAL PROVISIONS.
8.1. Notice/Address for Notice. All notices, demands, or requests provided for or
permitted to be given pursuant to this Agreement must be in writing, with a copy delivered by
electronic mail. All notices, demands and requests to be sent to any parry shall be deemed to
have been properly given or served if personally served or deposited in the United States Mail,
addressed to such party, postage prepaid, registered or certified, with return receipt requested, at
the address identified in this Agreement as the places of business for each of the designated
parties. The parties addresses for Notice are as follows:
Developer's Address for Notice:
HOMEFED CORPORATION
Attn: Paul Borden, President
1903 Wright Place
Suite 220
Cazlsbad, CA 92008-6584
Telephone: (760) 918-8200
Facsimile: (760) 918-8210
With a copy to:
Jeffrey Chine, Esq.
Allen Matkins Leck Gamble Mallory & Natsis LLP
501 West Broadway
ENA [UuiversiTy] ll.16.12-FINAL ~ 1 J
15th Floor
San Diego, CA 92101
Telephone: (619) 233-1155
Facsimile: (619) 233-1158
City's Address for Notice:
CITY OF CHULA VISTA
DEVELOPMENT SERVICES DEPARTMENT
276 Fourth Avenue
Chula Vista, CA 91910
Attn: Gary Halbert, Assistant City Manager/Director of Development Services;
Eric Crockett, Assistant Director of Development Services
Telephone: (619) 476-5002
Facsimile: (619) 585-5689 -
With a copy to:
Glen R. Googins, City Attorney
276 Fourth Avenue
Chula Vista, CA 91910
Telephone: (619) 691-5039
Facsimile: (619) 409-5823
8.2. Authori Each party represents that it has full right, power and authority to
execute this Agreement and to perform its obligations hereunder, without the need for any
further action under its governing instruments, and the parties executing this Agreement on the
behalf of such party are duly authorized agents with authority to do so.
8.3. Countemarts. This Agreement may be executed in multiple copies, each of which
shall be deemed an original, but all of which shall constitute one Agreement after each parry has
signed such a counterpart.
8.4. Entire Agreement. This Agreement together with all exhibits attached hereto and
other agreements expressly referred to herein, constitutes the entire agreement between the
parties with respect to the subject matter contained herein. All exhibits referenced herein shall
be attached hereto and aze incorporated herein by reference. All prior or contemporaneous
agreements, understandings, representations, warranties and statements, oral or written, are
hereby superseded.
8.5. Further Assurances. The parties agree to perform such further acts and to execute
and deliver such additional documents and instruments as may be reasonably required in order to
carry out the provisions of this Agreement and the intentions of the parties.
8.6. No Third Party Beneficiaries. There are no other parties to this Agreement,
express or implied, direct or indirect. City and Developer acknowledge that it is not their intent
to create any third party beneficiaries to this Agreement .
ENA [University] 11.16.12-FINAL ~ I'- L O
8.7. Assignment. City would not have entered into this MOU but for Developer's
unique qualifications and experience. Therefore, Developer's rights and obligations under this
Agreement may not be assigned without the prior written approval of City, which may be
withheld or conditioned in City's sole discretion.
8.8. Joint and Several Liability. If either party consists of more than. one person or
entity, the liability of each such person or entity shall be joint and several.
8.9. Time is of the Essence. Time is of the essence for each of the Parties' respective
obligations under this Agreement.
8.10. Administrative Claims Requirements and Procedures. No suit or arbitration shall
be brought arising out of this Agreement ,against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set forth in
Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended,
the provisions of which aze incorporated by this reference as if fully set forth herein, and such
policies and procedures used by City in the implementation of same. Upon request by City,
Developer shall meet and confer in good faith with City for the purpose of resolving any dispute
over the terms of this Agreement .
8.11. Governin¢ Law/Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. Any action aiising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
Developer shall also comply with applicable Chula Vista Municipal Code sections.
8.12. Exhibits. All exhibits referenced herein shall be attached hereto and aze
incorporated herein by reference.
8.13. Indemnification. Developer shall indemnify, protect, defend and hold harmless
City, its elected officials, employees and agents from and against any and all challenges to this
Agreement; or any and all losses, liabilities, damages, claims or costs (including attorneys' fees)
arising from Developer's negligent acts, errors, or omissions with respect its obligations
hereunder or the Property, excluding any such losses arising from the sole negligence or sole
willful misconduct of City, its elected officials, employees, and agents. This indemnity
obligation shall survive the termination of this Agreement. Notwithstanding the foregoing, in the
event of a third party challenge to the validity of this Agreement ,Developer shall have the
option to terminate this Agreement in lieu of its indemnity obligation.
8.14. Exclusive Remedies. In the event of default by either party to this Agreement, the
Parties shall have the remedies of specific performance, mandamus, injunction and other
equitable and legal remedies. Neither party shall have the remedy of monetary damages nor an
awazd of costs of litigation and attorneys' fees against the other based upon breach of this
Agreement. Each party aclmowledges that it is awaze of the meaning and legal effect of
California Civil Code Section 1542, which provides:
ENA (University] 11.16.12-FINAL 2'7 -2
A general release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by him would
have materially affected his settlement with debtor.
California Civil Code Section 1542 notwithstanding, it is the intention of the Parties to be
bound by the limitation on damages and remedies set forth in this Section and the Parties hereby
release any and all claims against each other for monetary damages or other legal or equitable
relief related to any breach of this Agreement, whether or not any such released claims were
known to either of the Parties as of the date of this Agreement. The Parties each waive the
benefits of Califomia Civil Code Section 1542 and all other statutes and judicial decisions of
similaz effect with regard to the limitations on damages and remedies and waivers of any such
damage and remedies contained in this Section.
[Balance of Page Intentionally Left Blank; Agreement Continues on Following Page]
HNA [Universily~U.76.I2-FINAL -927-22
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the
Effective Date set forth above, thereby indicating their agreement to all the terms and conditions
hereof.
CITY:
CITY OF CHULA VISTA,
a chartered municipal corporation
By:
Its:
Attest:
Donna Norris, City Clerk
Approved asto form:
Glen R. Googins, City Attorney
DEVELOPER:
HOMEFED CORPORATION,
a Delaware o
By:
Paul Borden, President
ENA [Univttsify]ll.1G.12-FINAL '10'
27-23
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ATTACHMENT E
Agreement between
City of Chula Vista
and
Helix Environmental Planning
To Prepare an Environmental Impact Report for the
University Park and Research Center
This agreement (Agreement), effective December 11, 2012, is between the City-related entity
whose name and business form is indicated on Exhibit A, Pazagraph 2, (City), and the entity
whose name, business fonn, place of business and telephone numbers are indicated on Exhibit A,
Paragraphs 4 through 6, (Consultant), and is made with reference to the following facts:
RECITALS
WHEREAS, the City is in need of expert assistance in the prepazation of an Environmental
Impact Report for the Chula Vista University Park and Research Center; and
WHEREAS, the City issued a Request for Proposals on July 10, 2012; and
WHEREAS, City received a total of eight proposals from qualified environmental
consultants; and
WHEREAS, the City conducted formal interviews of prospective consultants, and
determined that Helix Environmental was the most qualified environmental consultant to prepare
the University Park and Research Center EIR; and
WHEREAS, Consultant warrants and represents that they aze experienced and staffed in a
manner such that they are and can prepaze and deliver the services required of Consultant to City
within the time frames herein provided all in accordance with the terms and conditions of this
Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
Page 1
Two Party Agreement Between City ojChula Vista and Helix Environmental Planning
to prepare an EIR jor the University Park and Research Center
27-25
OBLIGATORY PROVISIONS PAGES
NOW, THEREFORE, for valuable consideration the City and Consultant do hereby mutually
agree as follows:
All of the Recitals above aze incorporated into this Agreement by this reference.
ARTICLE I. CONSULTANT'S OBLIGATIONS
A. General
1. General Duties. Consultant shall perform all of the services described on Exhibit A,
Pazagraph 7 (General Duties).
2. Scone of Work and Schedule. In performing and delivering the General Duties,
Consultant shall also perform the services, and deliver to City the "Deliverables"
described in Exhibit A, Pazagraph 8, entitled "Scope of Work and Schedule," according
to, and within the time frames set forth in Exhibit A, Paragraph 8, time being of the
essence of this agreement. The General Duties and the work and Deliverables required in
the Scope of Work and Schedule shall be referred to as the "Defined Services." Failure to
complete the Defined Services by the times indicated does not, except at the option of the
City, temlinate this Agreement.
a. Reductions in Scope of Work. City may independently, or upon request from
Consultant, from time to time, reduce the Defined Services to be performed by the
Consultant under this Agreement. Upon doing so, City and Consultant agree to meet
in good faith and confer for the purpose of negotiating a corresponding reduction in
the compensation associated with the reduction.
b. Additional Services. In addition to performing the Defined Services, City may
require Consultant to perform additional consulting services related to the Defined
Services (Additional Services), and upon doing so in writing, if they aze within the
scope of services offered by Consultant, Consultant shall perform same on a time and
materials basis at the rates set forth in the "Rate Schedule" in Exhibit A,
Paragraph 10(C), unless a sepazate fixed fee is otherwise agreed upon. All
compensation for Additional Services shall be paid monthly as billed.
3. Standazd of Care. The Consultant expressly warrants that the work to be performed
pursuant to this Agreement, whether Defined Services or Additional Services, shall be
performed in accordance with the standard of care ordinarily exercised by members of
the profession currently practicing under similar conditions and in similar locations.
a. No Waiver of Standard of Care. Where approval by City is required, it is understood
to be conceptual approval only and does not relieve the Consultant of responsibility
for complying with all laws, codes, industry standards, and liability for damages
caused by negligent acts, errors, omissions, noncompliance with industry standazds,
or the willful misconduct of the Consultant or its subcontractors.
Page 2
Twa Parry Agreement Between City of Clrula Vista and Helix Environmental Planning
to prepare an EIR jor the University Park and Research Center
27-26
B. Application of Laws. Should a federal or state law pre-empt a local law, or regulation, the
Consultant must comply with the federal or state law and implementing regulations. No
provision of this Agreement requires the Consultant to observe or enforce compliance with
any provision, perform any other act, or do any other thing in contravention of federal, state,
territorial, or local law, regulation, or ordinance. If compliance with any provision of this
Agreement violates or would require the Consultant to violate any law, the Consultant agrees
to notify City immediately in writing. Should this occur, the City and the Consultant agree
that they will make appropriate arrangements to proceed with or, if necessary, amend or
terminate this Agreement, or portions of it, expeditiously.
Subcontractors. Consultant agrees to take appropriate measures necessary to ensure that
all participants utilized ~by the Consultant to complete its obligations under this
Agreement, such as subcontractors, comply with all applicable laws, regulations,
ordinances, and policies, whether federal, state, or local, affecting Project
implementation. In addition, if a subcontractor is expected to fulfill any responsibilities of
the Consultant under this Agreement, the Consultant shall ensure that the subcontractor
carries out the Consultant's responsibilities as set forth in this Agreement.
C. Insurance
General. Consultant must procure and maintain, during the period of performance of this
Agreement, and for twelve months after completion, policies of insurance from insurance
companies to protect against claims for injuries to persons or damages to property that
may arise from or in connection with the performance of the work under this Agreement
and the results of that work by the Consultant, his agents, representatives, employees or
subcontractors, and provide documentation of same prior to commencement of work.
2. Minimum Scoye of Insurance. Coverage must be at least as broad as:
a. CGL. Insurance Services Office Commercial General Liability coverage (occurrence
Form CG0001). -
b. Auto. Insurance Services Office Form Number CA 0001 covering Automobile
Liability, Code 1 (any auto).
c. WC. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
d. E&O. Professional Liability or Errors & Omissions Liability insurance appropriate to
the Consultant's profession. Architects' and Engineers' coverage is to be endorsed to
include contractual liability.
3. Minimum Limits of Insurance. Consultant must maintain limits no less than those
included in the table below:
Page 3
Two Parry Agreement Be[ween Ciry of Chula Vista and Helix Environmental Planning
to prepare an EIR for the University Park and Research Center
27-27
i. General Liability: $1,000,000 per occurrence for bodily injury, personal injury,
(Including (including death), and property damage. If Commercial General
operations, Liability insurance with a general aggregate limit is used, either
products and the general aggregate limit must apply sepazately to this
completed Project/location or the general aggregate limit must be twice the
operations, as required occurrence limit.
a licable)
ii. Automobile $1,000,000 per accident for bodily injury, including death, and
Liability: property damage.
iii. Workers' Statutory
Compensation $1,000,000 each accident
Employer's $1,000,000 disease-policy limit
Liability: $1,000,000 disease-each em loyee
iv. Professional $1,000,000 each occurrence
Liability or Errors
& Omissions
Liabili
4. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer will
reduce or eliminate such deductibles or self-insured retentions as they pertain to the City,
its officers, officials, employees and volunteers; or the Consultant will provide a financial
guazantee satisfactory to the City guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
5. Other Insurance Provisions. The general liability, automobile liability, and where
appropriate, the worker's compensation policies are to contain, or be endorsed to contain,
the following provisions:
a. Additional Insureds. City of Chula Vista, its officers, officials, employees, agents,
and volunteers aze to be named as additional insureds with respect to all policies of
insurance, including those with respect to liability arising out of automobiles owned,
leased, hired or borrowed by or on behalf of the Consultant, where applicable, and,
with respect to liability arising out of work or operations performed by or on behalf of
the Consultant, including providing materials, parts or equipment famished in
connection with such work or operations. The general liability additional insured
coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent. Specifically, the endorsement
must not exclude Products/Completed Operations coverage.
b. Primary Insurance. The Consultant's General Liability insurance coverage must be
primary insurance as it pertains to the -City, its officers, officials, employees, agents,
and volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly sepazate from the insurance of the
Page 4
Two Parry Agreement Between City of Chula Vufa and Helix Environmental Planning
to prepare an EIR for the University Park and Research Center
27-28
Consultant and in no way relieves the Consultant from its responsibility to provide
insurance.
c. Cancellation. The insurance policies required by this Agreement shall not be canceled
by either party, except after thirty days' prior written notice to the City by certified
mail, return receipt requested. The words "will endeavor" and "but failure to mail
such notice shall impose no obligation or liability of any kind upon the company, its
agents, or representatives" shall be deleted from all certificates.
d. Active Negligence. Coverage shall not extend to any indemnity coverage for the
active negligence of the additional insureds in any case where an agreement to
indemnify the additional insured would be invalid under Subdivision (b) of Section
2782 of the Civil Code.
e. Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in
favor of the City for each required policy providing coverage for the term required by
this Agreement.
6. Claims Forms. If General Liability, Pollution and/or Asbestos Pollution Liability and/or
Errors & Omissions coverage are written on a claims-made form:
a. Retro Date. The "Retro Date" must be shown, and must be before the date of the
Agreement or the beginning of the work required by the Agreement.
b. Maintenance and Evidence. Insurance must be maintained and evidence of insurance
must be provided for at least five years after completion of the work required by the
Agreement.
c. Cancellation. If coverage is canceled or non-renewed, and not replaced with another
claims-made policy form .with a "Retro Date" prior to the effective date of the
Agreement, the Consultant must purchase "extended reporting" coverage for a
minimum of five years after completion of the work required by the Agreement.
d. Copies. A copy of the claims reporting requirements must be submitted to the City
for review.
Acceptability of Insurers. Insurance is to be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of no less
than A V. If insurance is placed with a surplus lines insurer, insurer must be listed on the
State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M.
Best's rating of no less than A X. Exception may be made for the State Compensation
Fund when not specifically rated.
8. Verification of Coverage. Consultant shall furnish the City with original certificates and
amendatory endorsements effecting coverage required by Section LC. of this Agreement.
The endorsements should be on insurance industry forms, provided those endorsements
Page 5
Two Party Agreement Between City of Chula Vuta and Helix Environmental Planning
to prepare an EIR for the University Park and Research Center
27-29
or policies conform to the requirements of this Agreement. All certificates and
endorsements are to be received and approved by the City before work commences. The
City reserves the right to require, at any time, complete, certified copies of all required
insurance policies, including endorsements evidencing the coverage required by these
specifications.
9. Subcontractors. Consultant must include all subconsultants as insureds under its policies
or famish separate certificates and endorsements for each subconsultant. All coverage for
subconsultants is subject to all of the requirements included in these specifications.
10. Not a Limitation of Other Obligations. Insurance provisions under this Article shall not
be construed to limit the Consultant's obligations under this Agreement, including
Indemnity.
D. Security for Performance
1. Performance Bond. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Performance Bond (indicated by a check mazk in the
paeenthetical space immediately preceding the subpazagraph entitled "Performance
Bond"), then Consultant shall provide to the City a performance bond, in the amount
indicated at Exhibit A, Paragraph 18, in the form prescribed by the City and by such
sureties which are authorized to transact such business in the State of California, listed as
approved by the United States Departrnent of Treasury Circular 570,
httn'//www.fms.treas.QOV/c570, and whose underwriting limitation is sufficient to issue
bonds in the amount required by the Agreement, and which also satisfy the requirements
stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise
by laws or regulations. All bonds signed by an agent must be accompanied by a certified
copy of such agent's authority to act. Surety companies must be duly licensed or
authorized in the jurisdiction in which the Project is located to issue bonds for the limits
so required. Form must be satisfactory to the Risk Manager or City.
2. Letter of Credit. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical
space immediately preceding the subpazagraph entitled "Letter of Credit"), then
Consultant shall provide to the City an irrevocable letter of credit callable by the City at
its unfettered discretion by submitting to the bank a letter, signed by the City Manager,
stating that the Consultant is in breach of the terms of this Agreement. The letter of
credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk
Manager or City Attorney which amount is indicated in the space adjacent to the term,
"Letter of Credit," in Exhibit A, Paragraph 18.
3. Other Security. In the event that Exhibit A, at Paragraph 18, indicates the need for
Consultant to provide security other than a Performance Bond or a Letter of Credit
(indicated by a check mark in the parenthetical space immediately preceding the
subparagraph entitled "Other Security"), then Consultant shall provide to the City such
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Two Party Agreement Between City of Chula Vista and Helix Environmental Planning
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27-30
other security therein listed in a form and amount satisfactory to the Risk Manager or
City Attorney.
E. Business License. Consultant agrees to obtain a business license from the City and to
otherwise comply with Title 5 of the Chula Vista Municipal Code.
ARTICLE II. CITY OBLIGATIONS
A. Consultation and Cooperation. City shall regulazly consult the Consultant for the purpose
of reviewing the progress of the Defined Services and Schedule, and to provide direction and
guidance to achieve the objectives of this Agreement. The City shall allow Consultant access
to its office facilities, files and records, as deemed necessary and appropriate by the City,
throughout the term of this Agreement. In addition, City agrees to provide the materials
identified at Exhibit A, Paragraph 9, with the understanding that delay in the provision of
those materials beyond thirty days after authorization to proceed, shall constitute abasis for
the justifiable delay in the Consultant's performance.
B. Compensation.
1. Following Receiut of Bi11inQ. Upon receipt of a properly prepared bill from Consultant,
submitted to the City as indicated in Exhibit A, Pazagraph 17, but in no event more
frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 17,
City shall compensate Consultant for all services rendered by Consultant according to the
terms and conditions set forth in Exhibit A, Paragraph 10, adjacent to the governing
compensation relationship indicated by a "checkmazk" next to the appropriate
arrangement, subject to the requirements for retention set forth in Paragraph 18 of
Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in
Exhibit A, Paragraph 11.
2. Sunnortina Information. Any billing submitted by Consultant shall contain sufficient
information as to the propriety of the billing, including properly executed, payrolls, time
records, invoices, contracts, or vouchers describing in detail the nature of the charges to
the Project in order to permit the City to evaluate that the amount due and payable is
proper, and such billing shall specifically contain the City's account number indicated on
Exhibit A, Pazagraph 17(C) to be charged upon making such payment.
3. Exclusions. hi determining the amount of the compensation City will exclude any cost:
1) incurred prior to the effective date of this Agreement; or 2) azising out of or related to
the errors, omissions, negligence or acts of willful misconduct of the Consultant, its
agents, employees, or subcontractors.
a. Errors and Omissions. In the event that the City Administrator determines that
the Consultant's negligence, errors, or omissions in the performance of work
under this Agreement has resulted in expense to City greater than would have
resulted if there were no such negligence, errors, omissions, Consultant shall
reimburse City for any additional expenses incurred by the City. Nothing in this
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Two Parry Agreement Be[ween Cfty of Chula Vista and Helix Environmental Planning
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paragraph is intended to limit City's rights under other provisions of this
Agreement.
4. Payment Not Final Approval. The Consultant understands and agrees that payment to the
Consultant for any Project cost does not constitute a City fmal decision about whether
that cost is allowable and eligible for payment under the Project and does not constitute a
waiver of any violation of Consultant of the terms of the Agreement. The Consultant
acknowledges that City will not make a final determination about the eligibility of any
cost until the fmal payment has been made on the Project or the results of an audit of the
Project requested by the City has been completed, whichever occurs latest. If City
determines that the Consultant is not entitled to receive any portion of the compensation
due or paid, City will notify the Consultant in writing, stating its reasons. The Consultant
agrees that Project closeout will not alter the Consultant's responsibility to return any
funds due City as a result of later refunds, corrections, or other similar transactions; nor
will Project closeout alter the right of City to disallow costs and recover funds provided
for the Project on the basis of a later audit or other review.
a. Consultant's Obligation to Pay. Upon notification to the Consultant that specific
amounts are owed to City, whether for excess payments or disallowed costs, the
Consultant agrees to remit to City promptly the amounts owed, including applicable
interest.
ARTICLE III. ETHICS
A. Financial Interests of Consultant
Consultant is Desigrrated as an FPPC Filer. If Consultant is designated on Exhibit A,
Paragraph 14, as an "FPPC filer," Consultant is deemed to be a "Consultant" for the
purposes of the Political Reform Act conflict of interest and disclosure provisions, and
shall report economic interests to the City Clerk on the required Statement of Economic
Interests in such reporting categories as are specified in Paragraph 14 of Exhibit A, or if
none are specified, then as determined by the City Attorney.
2. No Particination in Decision. Regazdless of whether Consultant is designated as an FPPC
Filer, Consultant shall not make, or participate in making or in any way attempt to use
Consultant's position to influence a governmental decision in which Consultant knows or
has reason to know Consultant has a financial interest other than the compensation
promised by this Agreement.
3. Search to Determine Economic Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant warrants and represents that Consultant has diligently
conducted a seazch and inventory of Consultant's economic interests, as the term is used
in the regulations promulgated by the Fair Political Practices Commission, and has
determined that Consultant does not, to the best of Consultant's knowledge, have an
economic interest which would conflict with Consultant's duties under this Agreement.
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4. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is
designated as an FPPC Filer, Consultant further warrants and represents that Consultant
will not acquire, obtain, or assume an economic interest during the term of this
Agreement which would constitute a conflict of interest as prohibited by the Fair Political
Practices Act.
5. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated
as an FPPC Filer, Consultant further warrants and represents that Consultant will
immediately advise the City Attorney if Consultant learns of an economic interest of
Consultant's that may result in a conflict of interest for the purpose of the Fair Political
Practices Act, and regulations promulgated thereunder.
6. Specific Warranties Against Economic Interests. Consultant warrants, represents and
agrees that:
a. Neither Consultant, nor Consultant's immediate family members, nor Consultant's
employees or agents (Consultant Associates) presently have any interest, directly or
indirectly, whatsoever in any property which may be the subject matter of the Defined
Services, or in any property within 2 radial miles from the exterior boundaries of any
property which may be the subject matter of the Defined Services, (Prohibited
Interest), other than as listed in Exhibit A, Pazagraph 14.
b. No promise of future employment, remuneration, consideration, gratuity or other
rewazd or gain has been made to Consultant or Consultant Associates in connection
with Consultant's performance of this Agreement. Consultant promises to advise City
of any such promise that may be made during the Term of this Agreement, or for
twelve months thereafter.
c. Consultant Associates shall not acquire any such Prohibited Interest within the Term
of this Agreement, or for twelve months after the expiration of this Agreement,
except with the written permission of City.
d. Consultant may not conduct or solicit any business for any party to this Agreement,
or for any third party that may be in conflict with Consultant's responsibilities under
this Agreement, except with the written permission of City.
IV. LIQUIDATED DAMAGES
A. Application of Section. The provisions of this section apply if a Liquidated Damages Rate
is provided in Exhibit A, Pazagraph 13.
1. Estimating Damages. It is acknowledged by both parties that time is of the essence in the
completion of this Agreement. It is difficult to estimate the amount of damages resulting
from delay in performance. The parties have used their judgment to arrive at a reasonable
amount to compensate for delay.
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2. Amount of Penalty. Failure to complete the Defined Services within the allotted time
period specified in this Agreement shall result in the following penalty: For each
consecutive calendar day in excess of the time specified for the completion of the
respective work assignment or Deliverable, the Consultant shall pay to the City, or have
withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A,
Paragraph 13 (Liquidated Damages Rate).
3. Request for Extension of Time. If the performance of any act required of Consultant is
directly prevented or delayed by reason of strikes, lockouts, labor disputes, unusual
govenunental delays, acts of God, fire, floods, epidemics, freight embazgoes, or other
causes beyond the reasonable control of the Consultant, as determined by the City,
Consultant shall be excused from performing that act for the period of time equal to the
period of time of the prevention or delay. In the event Consultant claims the existence of
such a delay, the Consultant shall notify the City's Contract Administrator, or designee, in
writing of that fact within ten calendar days after the beginning of any such claimed
delay. Extensions of time will not be granted for delays to minor portions of work unless
it can be shown that such delays did or will delay the progress of the work.
ARTICLE V. INDEMNIFICATION
A. Defense, Indemnity, and Hold Harmless.
1. General Requirement. Except for liability for Design Professional Services covered
under Article V., Section A.2., Consultant shall defend, indemnify, protect and hold
harmless the City, its elected and appointed officers, agents and employees, from and
against any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to any alleged acts, omissions, negligence, or
willful misconduct of Consultant, its officials, officers, employees, agents, and
contractors, arising out of or in connection with the performance of the Defined Services
or this Agreement. This indemnity provision does not include any claims, damages,
liability, costs and expenses (including without limitations, attorneys fees) arising from
the sole negligence, active negligence or willful misconduct of the City, its officers,
employees. Also covered is liability arising from, connected with, caused by or claimed
to be caused by the active or passive negligent acts or omissions of the City, its agents,
officers, or employees which may be in combination with the active or passive negligent
acts or omissions of the Consultant, its employees, agents or officers, or any third party.
2. Design Professional Services. If Consultant provides design professional services, as
defined by California Civil Code section 2782.5, as may be amended from time to time,
Consultant shall defend, indemnify and hold the City, its officials, officers, employees,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to the negligence, recklessness, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
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Two Party Agreement Between City of Chala Vuta and Helix Environmentad Planning
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performance of Consultant's services. Consultant's duty to defend, indemnify, and hold
harmless shall not include any claims or liabilities arising from the sole negligence, active
negligence or willful misconduct of the City, its agents, officers or employees. This
section in no way alters, affects or modifies the Consultant's obligations and duties urider
this Agreement.
3. Costs of Defense and Award. Included in the obligations in Sections A.1 and A.2, above,
is the Consultant's obligation to defend, at Consultant's own cost, expense and risk, any
and all suits, actions or other legal proceedings, that may be brought or instituted against
the City, its directors, officials, officers, employees, agents and/or volunteers, subject to
the limitations in Sections A.l. and A.2. Consultant shall pay and satisfy any judgment,
awazd or decree that may be rendered against City or its directors, officials, officers,
employees, agents and/or volunteers, for any and all related legal expenses and costs
incurred by each of them, subject to the limitations in Sections A.1. and A.2.
4. Insurance Proceeds. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers;
employees, agents, and/or volunteers.
5. Declazations. Consultant's obligations under Article V shall not be limited by any prior
or subsequent declazation by the Consultant.
6. Enforcement Costs. Consultant agrees to pay any and all costs City incurs enforcing the
indemnity and defense provisions set forth in Article V.
7. Survival. Consultant's obligations under Article V shall survive the termination of this
Agreement.
ARTICLE VI. TERMINATION OF AGREEMENT
A. Termination for Cause. If, through any cause, Consultant shall fail to fulfill in a timely and
proper manner Consultant's obligations under this Agreement, or if Consultant shall violate
any of the covenants, agreements or stipulations of this Agreement, City shall have the right
to terminate this Agreement by giving written notice to Consultant of such termination and
specifying the effective date thereof at least five (5) days before the effective date of such
termination. In that event, all finished or unfmished documents, data, studies, surveys,
drawings, maps, reports and other materials prepared by Consultant shall, at the option of the
City, become the property of the City, and Consultant shall be entitled to receive just and
equitable compensation, in an amount not to exceed that payable under this Agreement and
less any damages caused City by Consultant's breach, for any work satisfactorily completed
on such documents and other materials up to the effective date of Notice of Termination,.
B. Termination of Agreement for Convenience of City. City may terminate this Agreement
at any time and for any reason, by giving specific written notice to Consultant of such
termination and specifying the effective date thereof, at least thirty (30) days before the
effective date of such termination. In that event, all finished and unfinished documents and
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Two Party Agreement Between Ciry of Chu[a Vista and Helix Environmental Planning
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other materials described hereinabove shall, at the option of the City, become City's sole and
exclusive property. If the Agreement is terminated by City as provided in this paragraph,
Consultant shall be entitled to receive just and equitable compensation, in an amount not to
exceed that payable under this Agreement, for any satisfactory work completed on such
documents and other materials to the effective date of such termination. Consultant hereby
expressly waives any and all claims for damages or compensation arising under this
Agreement except as set forth in this section.
ARTICLE VII. RECORD RETENTION AND ACCESS
A. Record Retention. During the course of the Project and for three (3) years following
completion, the Consultant agrees and to maintain, intact and readily accessible, all data,
documents, reports, records, contracts, and supporting materials relating to the Project as City
may require.
B. Access to Records of Consultant and Subcontractors. The Consultant agrees to permit,
and require its subcontractors to permit City or its authorized representatives, upon request,
to inspect all Project work, materials, payrolls, and other data, and to audit the books,
records, and accounts of the Contractor and its subcontractors pertaining to the Project.
C. Project Closeout. The Consultant agrees that Project closeout does not alter the reporting
and record retention requirements of this Agreement.
ARTICLE VIII. PROJECT COMPLETION, AUDIT, AND CLOSEOUT
A. Project Completion. Within ninety (90) calendar days following Project completion or
termination by City, Consultant agrees to submit a final certification of Project expenses and
audit reports, as applicable.
B. Audit of Consultants. Consultant agrees to perform financial and compliance audits the
City may require. The Consultant also agrees to obtain any other audits required by City.
Consultant agrees that Project closeout will not alter Consultant's audit responsibilities. Audit
costs are allowable Project costs.
C. Project Closeout. Project closeout occurs when City notifies the Consultant that City has
closed the Project, and either forwards the final payment or acknowledges that the Consultant
has remitted the proper refund. The Consultant agrees that Project closeout by City does not
invalidate any continuing requirements imposed by the Agreement or any unmet
requirements set forth in a written notification from City
ARTICLE D{. MISCELLANEOUS PROVISIONS
A. Assignability. The services of Consultant aze personal to the City, and Consultant shall not
assign any interest in this Agreement, and shall not transfer any interest in the same (whether
by assignment or notation), without prior written consent of City.
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1. Limited Consent. City hereby consents to the assignment of the portions of the Defined
Services identified in Exhibit A, Pazagraph 16 to the subconsultants identified as
"Permitted subconsultants."
B. Ownership, Publication, Reproduction and Use of Material. All reports, studies,
information, data, statistics, forms, designs, plans, procedures, systems and any other
materials or properties produced under this Agreement shall be the sole and exclusive
property of City. No such materials or properties produced in whole or in part under this
Agreement shall be subject to private use, copyrights or patent rights by Consultant in the
United States or in any other country without the express written consent of City. City shall
have unrestricted authority to publish, disclose (except as may be limited by the provisions of
the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in
part, any such reports, studies, data, statistics, forms or other materials or properties produced
under this Agreement.
C. Independent Contractor. City is interested only in the results obtained and Consultant shall
perform as an independent contractor with sole control of the manner and means of
performing the services required under this Agreement. City maintains the right only to
reject or accept Consultant's work products. Consultant and any of the Consultant's agents,
employees or representatives are, for all purposes under this Agreement, independent
contractors and shall not be deemed to be employees of City, and none of them shall be
entitled to any benefits to which City employees are entitled including but not limited to,
overtime, retirement benefits, worker's compensation benefits, injury leave or other leave
benefits. Therefore, City will not withhold state or federal income tax, social security tax or
any other payroll tax, and Consultant shall be solely responsible for the payment of same and
shall hold the City harmless with regazd to them.
1. Actions on Behalf of City. Except as City may specify ir. writing, Consultant shall have
no authority, express or implied, to act on behalf of City in any capacity whatsoever, as
an agent or otherwise. Consultant shall have no authority, express or implied, to bind
City or its members, agents, or employees, to any obligation whatsoever, unless expressly
provided in this Agreement.
2. No Obligations to Third Parties. In connection with the Project, Consultant agrees and
shall require that it's agents, employees, subcontractors agree that City shall not be
responsible for any obligations or liabilities to any third party, including its agents,
employees, subcontractors, or other person or entity that is not a party to this Agreement.
Notwithstanding that City may have concurred in or approved any solicitation,
subagreement, or third party contract at any tier, City shall have no obligation or liability
to any person or entity not a party to this Agreement.
D. Administrative Claims Requirements and Procedures. No suit or arbitration shall be
brought arising out of this Agreement, against City unless a claim has first been presented in
writing and filed with City and acted upon by City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which aze incorporated by this reference as if fully set forth
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Two Parry Agreement Between City of Chula Vista and Helix Environmental Planning
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herein, and such policies and procedures used by City in the implementation of same. Upon
request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
E. Administration of Contract. Each party designates the individuals (Contract
Administrators) indicated on Exhibit A, Paragraph 12, as that party's contract administrator
who is authorized by the party to represent it in the routine administration of this Agreement.
F. Term. This Agreement shall terminate when the parties have complied with all executory
provisions hereof.
G. Attorney's Fees. Should a dispute arising out of this Agreement result in litigation, it is
agreed that the prevailing party shall be entitled to a judgment against the other for an
amount equal to reasonable attorneys' fees and court costs incurred. The "prevailing parry"
shall be deemed to be the party who is awarded substantially the relief sought.
H. Statement of Costs. In the event that Consultant prepazes a report or document, or
participates in the preparation of a report or document in performing the Defined Services,
Consultant shall include, or cause the inclusion of, in the report or document, a statement of
the numbers and cost in dollaz amounts of all contracts and subcontracts relating to the
preparation of the report or document.
I. Consultant is Real Estate Broker and/or Salesman. If the box on Exhibit A, Pazagraph 15
is marked, the Consultant and/or is principals is/are licensed with the State of California or
some other state as a real estate broker or salesperson. Otherwise, Consultant represents that
neither Consultant, nor its principals aze licensed real estate brokers or salespersons.
J. Notices. All notices, demands or requests provided for or permitted to be given pursuant to
this Agreement must be in writing. All notices, demands and requests to be sent to any party
shall be deemed to have been properly given or served if personally served or deposited in
the United States mail, addressed to such party, postage prepaid, registered or certified, with
return receipt requested, at the addresses identified in this Agreement as the places of
business for each of the designated parties.
K. Integration. This Agreement, together with any other written document referred to or
contemplated in it, embody the entire Agreement and understanding between the parties
relating to the subject matter hereof. Neither this Agreement nor any provision of it may be
amended, modified, waived or dischazged except by an instrument in writing executed by the
party against which enforcement of such amendment, waiver or dischazge is sought.
L. Capacity of Parties. Each signatory and party to this Agreement warrants and represents to
the other party that it has legal authority and capacity and direction from its principal to enter
into this Agreement, and that all necessary resolutions or other actions have been taken so as
to enable it to enter into this Agreement.
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Two Parry Agreement Between City ojChula Vista and Helix Environmental Planning
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M. Governing Law/Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California. Any action arising under or relating to this
Agreement shall be brought only in the federal or state courts located in San Diego County,
State of California, and if applicable, the City of Chula Vista, or as close thereto as possible.
Venue for this Agreement, and performance under it, shall be the City of Chula Vista.
(End of page. Negt page is signature page.)
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Two Party Agreement Between Ciry ojChula Vista and Helix Environmental Planning
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Signature Page
to
Agreement between
City of Chula Vista and
Helix Environmental Planning
To Prepare an Environmental Impact Report for
the Chula Vista University Park and Research Center
IN WITNESS WHEREOF, City and Consultant have executed this Agreement,
indicating that they have read and understood same, and indicate their full and complete consent
to its terms:
City of Chula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
Approved as to form:
Glen R. Googins, City Attorney
Helix Environmental
1:Uttorney\Michelsh\University\E1RW grmntsUielix-12.4.12-FINAL
By: ' ~~%`'~'
Michael Schwerin
Chief Executive Officer
Page 16
Two Party Agreement Between Ciry of Chula Vista and Helix Environmental Planning
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Exhibit A
to
Agreement between
City of Chula Vista
and
Helix Environmental Planning
1. Effective Date: The Agreement shall take effect upon full execution of the Agreement, as of
the effective date stated on Page 1 of the Agreement.
2. City-Related Entity:
(~ City of Chula Vista, a municipal chartered corporation of the State of California
ORedevelopment Agency of the City of Chula Vista, a political subdivision of the State of
California
OIndustrial Development Authority of the City of Chula Vista, a
OOther: , a [insert business form]
3. Place of Business for City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Consultant:
Helix Environmental Planning
5. Business Form of Consultant:
( )Sole Proprietorship
( )Partnership
(X) Corporation
6. Place of Business, Telephone and e-mail address of Consultant:
7578 El Cajon Blvd
Suite 200
La Mesa, CA 91942
Telephone: (619) 462-1515
www.helix.com
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Two Party Agreement Between City of Chula Vista and Helix Environmental Planning
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7. General Duties:
Consultant shall prepare a Second Tier Environmental Impact Report (EIR) for the University
Park and Research Center (UPRC) Sectional Plarming Area, in accordance with the City of
Chula Vista Environmental Review Procedures; with the criteria, standards and procedures of the
California Environmental Quality Act (CEQA) of 1970, as amended, (Public Resources Code
Sections 21000 et seq.) and the CEQA Guidelines (Title 14 California Code of Regulations,
Chapter 3, Section 15000 et seq.); and with other applicable regulations, requirements and
procedures of any other responsible public agency or any agency with jurisdiction by law. If
there aze conflicts between the City of Chula Vista's requirements and those of any other agency,
the City of Chula Vista's shall prevail when the City is the Lead Agency. All work performed
by Consultant shall be to the satisfaction of City's Development Services Duector or appointed
designee.
8. Scope of Work and Schedule:
A. Detailed Scope of Work:
The Consultant shall prepare an EIR for the UPRC Sectional Planning Area. The Consultant
shall consult with all trustee and responsible agencies, agencies having jurisdiction by law and
any other person or organization having control over or interest in the Development, as
necessary, to ensure that the EIR is current and complete as to issues raised by such agencies.
The Draft and Final EIR shall be prepared in such a manner that they will be meaningful and
useful to decision-makers and to the public. Technical data is to be summarized in the body of
the report and placed in an appendix. All documents shall be prepazed in Microsoft Word.
The Consultant shall compile supporting documents into sepazate volume(s) to be referred to as
the Appendices to the EIR. The Appendices shall include the.Notice of Preparation (NOP),
responses to the NOP, and any technical reports and relevant technical information generated for
the EIR.
The Detailed Services to be provided are described below:
Project Start-Up and Initiation
As part of the project initiation, the Consultant will review background materials, such as
previous environmental documentation including the City's General Plan Update EIR, Otay
Ranch General Development Plan (GDP) EIR, University General Plan Amendment/GDP
Amendment EIR and related technical documentation. The Consultant will also conduct a
general site visit to get oriented with the site and surrounding development/uses.
The Consultant will attend a design chazette .meeting to provide preliminary environmental
constraints and opportunities to the Sectional Planning Area (SPA) design team at the meeting
for use in developing the SPA and preliminary grading plan. The design charette meeting will be
attended by staff from the Consultant and Rick Engineering.
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Two Party Agreement Between City of Chala Vista and Helix Environmental Planning
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The Consultant will also attend astart-up meeting with the City to establish communication
protocols, confirm their understanding of the project and its goals, discuss key issues, identify
project alternatives, review the schedule of deliverables, and collect plans and documents, to the
extent they are available. The Consultant will also discuss information needed from the City and
its planning consultant to initiate the CEQA studies/analysis.
Conceptual Grading Studies
This work will include the following tasks.
Conceptual Grading Study
Rick Engineering will prepaze a 1"=100' grading study of the proposed UPRC SPA (375-acre)
site. The study will interface with the preliminary grading plan prepazed by Hunsaker &
Associates for Village 10, which includes preliminary horizontal and vertical alignments of the
on-site backbone streets (Eastlake Pazkway and Discovery Falls) and rough draft University
Land.
This grading study will maximize the development footprint area, while providing the potential
for the most ADA accessible university site given applicable best practices, without encroaching
into the proposed MSCP area or adjacent Village boundazies, as shown on the plan prepared by
Hunsaker & Associates. The grading study will include the horizontal and vertical design of the
backbone streets (Eastlake Pazkway and Discovery Falls) and mass grading for the parking and
building pads. The study will also include the horizontal design of the sewer, water and storm
drain for the proposed site, as well as preliminary pipe sizes. The design will follow the City
design criteria for grading, utility and street design, and the Otay Water District (OWD) design
criteria for water.
Alternative Grading Stud
Rick Engineering will prepare one altemative 1"=100' grading study of the proposed UPRC SPA
site. This alternative study will preserve additional canyon areas by pulling back the
development footprint from the MSCP azea. The study will also include the horizontal design of
the sewer, water and storm drain for the proposed site as well as preliminary pipe sizes. The
design will follow the City design criteria for grading, utility and street design, and the OWD
design criteria for water.
Earthwork Calculations
Rick Engineering will perform earthwork calculations for both of the above-referenced
alternatives. This task will include the preparation of an earthwork distribution map.
Earthwork Phasing Plan
Rick Engineering will prepaze an earthwork phasing plan for both of the above-referenced
alternatives assuming a maximum of three balanced phases.
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EIR Technical Studies
The Consultant and its team of subconsultants will prepaze the following technical studies in
support of the analysis to be included in the EIR. It is assumed that only one of the grading
schemes produced by Rick Engineering, as part of the Grading Study, will be evaluated in the
technical studies supporting the EIR. The City's University Project Manager will direct the
consultant regarding the appropriate grading scheme to analyze, prior to the initiation of work on
technical studies.
Traffic Renort
The Consultant's subconsultant, LLG, will conduct an analysis of transportation, traffic, and
access issues associated with implementation of the proposed SPA Plan. LLG will visit the
project study area to confirm existing conditions with respect to site development, local area
development, site access, parking use, and areas of congestion in order to verify their overall
understanding of traffic conditions in the area that might affect this project. Roadway conditions
(e.g., roadway striping, traffic control measures, curbside pazking restrictions, adjacent
intersection co~gurations, and other pertinent roadway features) will be documented.
LLG will estimate the existing levels of service at up to 30 intersections in the project area based
on existing AM peak period and PM peak period traffic volume counts provided by the City.
Existing 24-hour machine traffic counts (ADTs) will be used to analyze up to 40 street segments.
LLG will prepaze a trip generation forecast for the proposed project for a typical weekday over a
24-hour period, as well as for the commuter AM and. PM peak hours. The trip generation
forecasts will be derived from trip rates listed in San Diego Traffic Generators, dated April 2002,
published by SANDAG. Appropriate trip generation credits v~rill also be applied and fully
detailed in a table for the mixed-use development and transit, if applicable. LLG will work with
the City and SANDAG to ensure the transportation model includes the proposed project land
uses. The project trips will be distributed, and forecasted AM and PM peak hour trips will be
determined based on existing and anticipated traffic patterns to and from the project site, input
from City staff, and/or a Select Zone Assignment plot from the SANDAG computerized model
(i.e., Series 11). Traffic volumes for each of the study yeazs at the key intersections and street
segments will be forecasted for the following scenazios using Village 8 West forecasts as the
starting point:: (1) Existing, (2) Existing + Project, (3) Yeaz 2020, (4) Yeaz 2030.
LLG will assess the impact of the project based on the results. of the peak hour intersection
analyses, the City's Level of Service (LOS) standazds and application of the City's significance
criteria. Based on this assessment, LLG will deternne which intersections (if any) are
significantly impacted by the proposed project. The amount ofproject-related average daily trips
on the analyzed street segments and City significance criteria will be used to determine which
street segments would be significantly impacted by the proposed project. LLG will also evaluate
the potential impacts of project traffic on major freeways providing regional access to the
proposed SPA area. LLG will also calculate the average vehicle trip length for the project for
use in the Greenhouse Gas analysis contained in the Air Quality/Greenhouse Gas Study.
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Mitigation measures will be identified for each significant impact. Measures may include
intersection and/or signalization improvements, segment improvements, striping modifications,
the addition of auxiliary turn lanes, and traffic controUlimitations at site access points. LLG will
conduct an internal street Public Facilities Financing Plan (PFFP) analysis, assuming a
Circulation Element Trigger analysis will not be required.
A technical report will be prepared describing the results of the traffic analysis for inclusion in
the EIR. Up to three screen checks will be prepazed before preparing the final version of the
report for public review.
Biological Resources Study
The Consultant will complete a Biological Resources Study for the proposed project. The work
will begin with a review of existing information including biological documents and databases.
Existing information to be reviewed will include but not be limited to survey work completed on
the subject property for the City's MSCP Subarea Plan as well as mapping completed for the
Otay Ranch General Development Plan.
Once the literature review has been completed, the Consultant will conduct a comprehensive
field survey of the 375 acres comprising the subject property, which includes approximately 345
acres adjacent to Hunte Pazkway and approximately 30 acres south of the Olympic Training
Center.
The biological field surveys will include detailed vegetation mapping, recordation of plant and
animal species observed during the field work. Should off-site improvement areas need to be
surveyed, those surveys would be conducted as an optional task. Sensitive plant and animals
observed during the survey will be recorded. The potential for other sensitive animals to occur on
the property, based on potentially suitable habitat, will be noted during the field work. The focus
will be on identifying suitable habitat for the sensitive animal species identified in Table 3-2 of
the City's MSCP Subazea Plan (February 2003); in addition to burrowing owl. Potentially
occurring sensitive plant and animal species will be identified in separate tables included in the
biology report. Two spring plant surveys would be conducted on the property. Due to the
expectation that development would not occur for a number of yeazs, the study will assume the
sensitive wildlife species with a potential to occur are present and protocol wildlife surveys are
not proposed as part of this scope of work.
In order to estimate the general areas supporting wetland habitat, the Consultant will conduct a
preliminary jurisdictional delineation of the subject property. The preliminary jurisdictional
delineation will identify wetland habitats and drainages and identify those that aze expected to be
within the jurisdiction of the United States Army Corps of Engineers (USAGE) and/or California
Department of Fish and Game (CDFG). Preliminary jurisdictional boundaries within the azeas of
proposed impacts will be determined based on the survey/sampling of three pazameters of
vegetation, hydrology, and soil. Given the length of time anticipated between the prepazation of
the EIR and actual development of the property, formal wetland delineations are an optional task
and may be conducted pursuant to the direction of the City.
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Potential impacts to vegetation and wildlife will be based on the preliminary grading and
infrastructure plans prepared as part of the SPA Plan. The level of specificity of the impact
analysis will be determined by the level of specificity in the SPA Plan. The evaluation of
potential impacts on sensitive species- will be accomplished through a combination of field
surveys and habitat assessment.
The relationship of the property to the City's MSCP Subarea Plan and Otay Ranch Resource
Management Plan (RMP) will be addressed along with other regional and state resource planning
programs and policies. In evaluating the relationship of the project to the City's Subazea Plan
and RMP, the Consultant will evaluate the project with respect to the covered species discussed
in Section 4.0, land use considerations discussed in Section 6.0 of the Subarea Plan, and
conditions of coverage, mitigation conveyance requirements and adjacency/edge requirements in
Section 7.0, as applicable. It is assumed that on-site construction would occur within the take-
authorized area defined in the MSCP Subarea Plan; should off-site improvements be proposed
within the Preserve, that additional analysis would be conducted as an optional task.
Mitigation measures aze expected to primarily be based on the City's MSCP Subarea Plan and
the Otay Ranch RMP. Where additional actions would be required to reduce biological impacts
to below a level of significance, the Consultant will work with the City to develop specific
mitigation measures, which include guidance on how future development can be conditioned to
reduce impacts.
The results of the biological resource survey and assessment will be summarized in a technical
report for inclusion in the EIR. Up to three screencheck versions of the Biological Resources
Study will be prepared prior to finalizing the report for public review.
Cultural Resources Study
The Consultant's subconsultant, Affinis, will complete a Cultural Resources Study for the
proposed project. The goal of the study will be to evaluate the potential impacts of implementing
the SPA Plan, and identify mitigation measures to reduce identified impacts. The work will start
with a review of previous studies related to the property, and a records seazch from the South
Coastal Information Center. The Native American Heritage Commission will be contacted for a
Sacred Lands File Check. Once the review of existing information has been completed, Affinis
will conduct a field survey of the 375-acre property. During the survey, Affinis will map and
describe azchaeological or historic resources that are observed. The site record information from
the previous record search will be updated, as necessazy. Should azchaeological sites be
observed, Affinis will make a preliminazy determination as to their potential significance.
In the event that potentially significant sites aze encountered, Affinis will prepare a testing plan
for assessing site significance and significance of potential project impacts to cultural resources
identified under a contract amendment. Once the scope and additional cost of the testing plan
aze approved by the City, Affinis will conduct the testing program, including fieldwork and
cataloging and analysis of cultural material recovered. The results of the testing program will be
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summarized. As appropriate, mitigation measures including preservation and/or salvage will be
identified.
A technical report will be prepared describing the results of the cultural resource analysis for
inclusion in the EIR. Up to two screen checks will be prepazed before preparing the final version
of the report for public review.
Air Quality/Greenhouse Gas Study
The Consultant will conduct an analysis of air quality and GHG emission related to development
of the proposed SPA Plan.
The air quality evaluation will assess potential criteria pollutant emissions including emissions of
ozone precursors (NOx and VOCs), CO, PMIO, PMzs> and SOx. The analysis will be prepared
using the South Coast Air Quality Management District's (SCAQMD)' CEQA Air Quality
Handbook. Although SCAQMD does not have jurisdiction in San Diego County, the SCAQMD
CEQA Air Quality Handbook contains useful guidance for assessing air quality impacts in San
Diego County because of the similarities between the two air basins. For the construction
impacts, the Consultant will prepare an emission analysis that will include combustion emissions
related to heavy-duty equipment operations; fugitive emissions related to site preparation and
earthmoving activities; and mobile source emissions related to workers and haul truck trips. For
the operational impacts, the Consultant will prepaze an emission analysis that will include
combustion and fugitive emissions related to the operational activities, and mobile source
emissions related to workers' commutes, visitors, and delivery truck trips. The emission analysis
will then be compiled on a daily basis and compared to applicable daily and annual emissions
thresholds to determine significance.
The Consultant will estimate project-related GHG emissions using a combination of the
California Air Resources Boazd (GARB)-approved EMFAC2007, OFFROAD2007, and/or
CaIEEMod software programs. Operational impacts will include emissions from traffic, energy
use, landscaping, and other azea sources that may be associated with land uses in the area. In
addition to the air quality and GHG analysis, a discussion of the air quality improvement plan
(AQIP) associated with the development of the SPA will be prepared. The discussion will
include a summary of the air quality impact assessment and quantification of GHG emissions
reduction associated with project development, and it will also take into account sustainable
goals and policies included in the proposed SPA Plan, as well as City of Chula Vista Green
Building Standazds. The City of Chula Vista's GHG significance threshold of 20 percent below
business as usual will be utilized in the GHG analysis.
A technical report will be prepared describing the results of the air quality and GHG analysis for
inclusion in the EIR. Up to two screen checks will be prepazed before preparing the final version
of the report for public review.
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Noise Study
The Consultant will conduct an analysis of potential noise impacts associated with the proposed
SPA Plan as a noise receptor and noise generator. The work will begin with a site visit to
measure ambient noise conditions on the site and along adjacent roadways. Traffic counts will be
taken on adjacent roadways to serve as a basis of comparison between measured and modeled
roadway traffic noise.
Once baseline information has been collected, the Consultant will estimate traffic noise impacts
using the build-out traffic volumes provided by LLG, and describe other potential noise sources
including construction noise and heating, ventilation and air conditions (HVAC) noise. Traffic
noise will be estimated using a Traffic Noise Model (TNM). The model will be based on
roadway CAD models of existing project conditions and terrain, and then calibrated against the
measured sound level data. Based on the results of the TNM, future noise contours will be
plotted on the land use plan to identify noise sensitive uses, which may experience noise levels in
excess of the land use/noise compatibility guidelines contained in the City's General Plan, as
well as the potential for interior noise levels to exceed Title 24 of the California Building Code.
Construction noise will be based on noise levels generated by the general types of construction
equipment associated with development. Construction noise impacts on humans will be
evaluated against the City's policies and regulations. The potential for construction noise to
affect nearby sensitive wildlife will also be addressed based on an impact threshold of 60 dB(A).
The potential for HVAC noise will be estimated based on industry standazds.
Specific information relating to the noise attenuation required to achieve desired exterior and
interior noise levels will be described. The general location and height of noise bamers will be
described to demonstrate whether full mitigation of noise impacts is feasible. Architectural
and/or site planning measures, which would reduce interior noise levels will be identified.
Specific policies, guidelines, standazds, and other measures related to controlling noise contained
in the SPA Plan will be discussed.
A technical report will be prepazed describing the results of the noise analysis for inclusion in the
EIR. Up to two screen checks will be prepared before preparing the final version of the report
for public review.
Geotechnical Reconnaissance Study
The Consultant's subconsultant, Ninyo & Moore, will prepaze a geotechnical study for the 375
acre SPA Plan. The study will begin with a background review of available geotechnical
literature including topographic maps, geologic maps, groundwater data, aerial photographs,
geologic hazard, and fault maps. Once existing information has been reviewed, Ninyo & Moore
will perform a geologic reconnaissance of the project site and surrounding areas. The
reconnaissance will be based on surface indicators. Subsurface testing, if warranted, is called out
as an optional task. Up to four borings will be performed if necessary. The information obtained
during the reconnaissance will be compiled and analyzed.
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Based on the results of this analysis, Ninyo & Moore will prepare a technical report presenting a
summary of fmdings and conclusions regarding overall geologic conditions and geologic or
seismic hazards, potential stability buttress locations, and potential shrinkage and swell
timeframes of maximum consolidation. The report will also discuss remedial measures available
to alleviate geologic and seismic hazards. Up to two screen checks will be prepared before
preparing the fmal version of the report for public review.
Hazardous Materials Technical Studv (Phase 1)
The Consultant's subconsultant, Ninyo & Moore, will prepare a Hazardous Materials Technical
Study (HMTS) addressing hazazdous materials associated with the property, evaluating potential
project impacts, and identifying appropriate mitigation measures. Ninyo & Moore's work will
begin with a review of readily available information. Historical documents will be reviewed
including aerial photographs, Sanborn Fire Insurance Maps, reverse city directories, and
topographic maps to document the presence or likely presence of hazardous materials or wastes
on the sites. Federal, state, and local regulatory agency databases will be reviewed to document
the locations of facilities with unauthorized releases of hazazdous materials or wastes to soil
and/or groundwater. Regulatory online databases will be reviewed including the State Water
Resources Control Board (SWRCB) GeoTracker websites, the County of San Diego Sites
Assessment and Mitigation (SAM) Case Listing, and the California Department of Toxic
Substances Control (DTSC) EnviroStor websites to supplement information in the database
report.
Once the literature review phase of the work has been completed, Ninyo & Moore will conduct a
visual inspection of the site. The visual observations will be limited to the surface area of the
sites and contiguous properties. Pesticide sampling (organochlorine pesticides) and laboratory
analysis will be conducted to address any residual contamination from agricultural operations;
the results of the sampling effort will be presented in the HMTS. Subsurface explorations,
surface and groundwater sampling, and chemical analyses aze not included in this scope of work,
but are called out as an optional task on Page 37.
Ninyo & Moore will prepare a HMTS report for inclusion in the EIR. The report will document
the findings and provide opinions and recommendations regarding possible environmental
impacts to the sites from potential releases of hazazdous materials or wastes and potential
impacts from hazardous materials or wastes from implementation of the project. Up to two
screen checks will be prepazed before preparing the final version of the report for public review.
Conceptual Drainage Study
The Consultant's subconsultant, Rick Engineering, will prepare a Conceptual Drainage Study for
the proposed 375-acre SPA Plan. The study will assist the City in developing the SPA Plan, as
well as evaluate potential impacts of subsequent development on local drainages. In particulaz,
the conceptual detention analysis and Hydromodification Plan (HMP) included as part of the
drainage study will provide guidance on the backbone drainage system needed to support the
development, as well as recommend techniques to reduce the amount of surface runoff generated
by future development as a means of reducing drainage impacts.
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The following tasks are included in the Drainage Study work:
Conceptual Layout for Low Impact Development (LID), Water Quality, HMP, Detention and
Drainage. Rick Engineering will prepare a conceptual layout for the approach to LID, water
quality, HMP, detention and drainage features based on the existing topographic conditions and
preliminary site plans. This task will include identifying opportunities and constraints for
proposed drainage and water quality facilities, as well as one site visit to observe existing
conditions and to observe downstream channel characteristics (including the outfalls from the
eastern portion of the site which will be subject to HMP requirements).
Conceptual Drainage Study. Rick Engineering will prepare and submit to the City, one
Conceptual Drainage Study to be used for the conceptual engineering design of the on-site
backbone storm drain system, conveyance of surface flows through the site, and discharge of
storm drain offsite. This study will be prepared in concert with the conceptual Grading Plan.. The
following will be included in the study: on-site rational method hydrology (100-yeaz) for the pre-
and post-project condition, preliminary layout and sizing for backbone storm drain system, and
drainage study maps. Up to 9 drainage outfalls leaving the project site will be evaluated.
The results of the Conceptual Drainage Study will be summarized in a technical report for
inclusion in the EIR. Up to two screen checks will be prepazed before prepazing the final version
of the report for public review.
Detention and HMP Exemption Analysis (West of Salt Creek). From aerial topography there are
approximately 9 drainage outfalls leaving the project site. Based on preliminary discussions with
City staff, it is assumed the overall project will not be subject to detention requirements based on
the project vicinity with respect to the overall watersheds (downstream portion of Otay River and
Salt Creek). An explanation of this approach including references to other studies reaching the
same conclusion will be provided.
With respect to hydromodification plan (HMP) requirements, the project approach assumes the
proposed storm drain system will be configured to convey the majority of runoff from the project
site, west of Salt Creek, through the southerly Village 10 system to outfall along the edge of the
Otay River. This approach will allow for the majority of the overall project site to meet an
exemption from HMP requirements (refer to the following task which describes the HMP
approach for the portion of the project site located east of Salt Creek). The results of this
evaluation will be summarized and discussed within the conceptual Drainage Study.
Conceptual HMP (East of Salt Creek). The smaller (30-acre) portion of the site, located east of
Salt Creek, will not have the ability to convey runoff through a storm drain system to outlet at
the Otay River. Therefore, a conceptual HMP analysis will be required for each of the two small
watersheds tributary to Salt Creek from this pazcel.
Continuous simulation modeling will be used pursuant to the Final HMP to address
hydromodification management for all storm events from 10% of the 2-year up to the 10-yeaz
storm event. The default low flow threshold (O.1Q2) will be utilized unless a site visit identifies
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field conditions in the downstream channel that warrant a more detailed geomorphic assessment
be completed to support use of a less conservative low-flow threshold (i.e. - 0.3xQ2 or O.SxQ2).
The volume requirements will be determined and may be used to meet requirements for both
water quality treatment and hydromodification management.
The conceptual results will be summazized and presented within the conceptual drainage study
and WQTR, as applicable to each report. This subtask specifically includes the prepazation of
the conceptual HMP analyses specific to the HMP requirements.
Conceptual Water Ouality Technical Report
The Consultant's subconsultant, Rick Engineering, will prepare a Conceptual Water Quality
Technical Report (WQTR) for the proposed 375-acre SPA Plan. The report will be prepared in
accordance with the City's Storm Water Manual for Development & Redevelopment Projects,
dated January 2011. The Conceptual WQTR will address the requirements for permanent storm
water Best Management Practices (BMPs) throughout the site as a result of the project, including
LID site design, source control, and treatment control (TC-BMPs) measures. This task includes
calculating water quality treatment flow rates (or volumes) in order to design treatment control
BMPs, selecting and sizing a suite of potential TC-BMPs, based on the conceptual site layout,
and providing an exhibit showing the conceptual project site and conceptual location of
permanent BMP(s).
The results of this analysis will be smrunazized in a technical report for inclusion in the EIR. Up
to two screenchecks will be prepared before preparing the final version of the report for public
review.
Conceptual Sewer Study
The Consultant's subconsultant, Rick Engineering, wil] prepare a Conceptual Sewer Study for
the proposed SPA Plan for the entire 375-acre site. The study will assist the City in developing
the SPA Plan, as well as evaluate potential impacts of the City's sewage collection and treatment
system. In particular, the base map and conceptual sewer layout, prepared as part of the study,
will provide guidance on the backbone sewer system needed to support the development.
The following tasks are included in the Sewer Study work:
Research and Review Existing Information. Reseazch and review previous sewer studies and
plans for existing and proposed projects adjacent to and in the vicinity of the UPRC project to
determine location, flow quantities and sizes of existing and/or proposed sewer facilities either
upstream or downstream to be included in the project sewer study.
Base Map and Conceptual Sewer Layout. Using the Conceptual Grading Plan, Rick Engineering
will prepare a conceptual sewer layout. Rick Engineering will meet with the City Engineering
and Planning staffs to review sewer system criteria for system layout. After meeting with Staff,
Rick Engineering will prepaze one conceptual horizontal layout of a sewer system throughout the
project and to an outfall(s), south of the site.
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Conceptual Sewer Study. Rick Engineering will prepare a Conceptual Sewer Study based on the
conceptual sewer layout for inclusion in the EIR. Up to two screen checks will be prepared
before preparing the final version of the report for public review.
Water Suroroly Assessment
The Consultant's subconsultant, Dexter Wilson, will prepare a draft Water Supply Assessment
(WSA) for the proposed SPA Plan, and assist the City with getting Otay Water District (OWD)
approval of the WSA, in accordance with SB221 and SB 610. To complete the WSA, Dexter
Wilson will obtain and review land use data and water demand summazy included in the SPA
Plan. Dexter Wilson will then coordinate with OWD on the preparation of a Draft WSA study.
The assessment would be reviewed by OWD for their use in preparing of a staff report and
presentation to their Board. Up to two screen checks will be prepared before preparing the final
version of the report for OWD Board adoption. -
EIR Technical Studies Deliverables
The Consultant shall provide the following technical studies in drafr and final formats to the
satisfaction of the City's Development Services Director:
• Traffic Report -five (5) copies plus electronic
• .Biological Resources Study -five (5) copies plus electronic
• Cultural Resources Study -two (2) copies plus electronic
• Air Quality/GHG Study- two (2) copies plus electronic
• Noise Study- -two (2) copies plus electronic
• Geotechnical Study -five (5) copies plus electronic
• Hazazdous Materials Technical Study -five (5): copies plus electronic
• Drainage Study - -five (5) copies plus electronic
• Water Quality Technical Report -five (5) copies plus electronic
• Sewer Study -five (5) copies plus electronic
• Water Supply Assessment -five (5) copies plus electronic
Notice of Preparation (NOP)
The proposed project and its potential impacts (preliminarily described) will be presented in the
NOP in a manner that effectively communicates the key elements of the project to reviewing
agencies and the public. It is anticipated that this will include text and a project location graphic
and a brief summazy of the environmental issues to be considered. As an Initial Study is not
included in this scope of work, it will not be included in the NOP. The Consultant will make one
screencheck and a final version of the NOP. The City will distribute the final NOP. The
Consultant will provide the City with five (5) copies of the screencheck and final NOP.
Draft EIR Preparafion
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The Consultant will assume the primary responsibility for preparing the Draft EIR in concert
with their technical staff, subconsultants and City staff. Preparation of the Draft EIR will include
three screen check versions prior to preparation of the Draft EIR for public review.
The Draft EIR will be prepared in compliance with the criteria, standards and procedures of the
CEQA Statute (Public Resources Code Section 21000 et seg.), the procedures for
implementation of CEQA set forth in the State CEQA Guidelines (Title 14 California Code of
Regulations, Chapter 3, Section 15000 et seq.), the City's Environmental Review Procedures
(2011), and the regulations, requirements, and procedures of any other responsible public agency
or agency with jurisdiction by law. As the Lead Agency, the City's CEQA procedures will
prevail if there are any conflicts between the City's requirements and those of any other agency.
The Draft EIR will include the following key elements:
• Executive Summary; - "
Introduction;
Environmental Setting;
• Project Description;
Environmental Impact Analysis; and
• Other CEQA-Mandated Sections.
Executive Summary
The Executive Summary will be designed to provide a convenient overview of the Draft EIR It
will begin with a brief narrative describing the proposed SPA Plan. This description will be
followed by a tabular summary of the potential significant environmental impacts associated
with the proposed project and the mitigation measures available to reduce or avoid those
impacts. The summary of impacts table will include a cleaz conclusion as to whether individual
impacts would be reduced to below a level of significance after applying mitigation measures.
The Executive Summary will also include a description of project alternatives and compazison of
the impacts of each alternative with those of the proposed SPA Plan in narrative and tabular
format. Lastly, the Executive Summary will describe any known azeas of controversy.
Introduction
The Introduction will describe the purpose, scope, and legislative authority for the EIR. It will
describe the environmental review process. In particulaz, it will describe the tiering process
related to previous EIRs applicable to the proposed project. The discussion of tiering will also
describe how the EIR will be utilized in the environmental review process for future
development within the SPA Plan. The Consultant will work with City staff to develop a
subsequent CEQA review process that takes advantage of the analysis and mitigation measures
identified in the EIR as a means of capitalizing on exiting environmental review. It is. anticipated
that the subsequent review process will follow the Secondary Study process established by the
Eastern Urban Center Specific Plan EIR.
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Environmental Setting
This section of the EIR will summazize the natural resources associated with the subject property
and provide an overview of the local and regional plans, which would be applicable to the
project.
Proiect Description
The Project Description will include a detailed discussion of the SPA Plan, and identify the
associated discretionary actions. It will also identify specific project objectives. The Consultant
will work closely with the City and its planning consultant to assure that all aspects of the
proposed project are identified and evaluated in the environrental analysis. Due to the
importance of the Project Description in guiding the environmental analysis, a draft Project
Description will be prepared and submitted to City staff for approval before commencing with
detailed environmental analysis.
Environmental Analysis
Each discussion of individual environmental issues will contain the following five subheadings:
existing conditions, impact analysis, level of significance before mitigation, mitigation measures,
and level of significance after mitigation. The existing conditions section will include a
discussion of the regulatory framework followed by a discussion of the existing conditions
related to each issue.
The impact analysis will begin by identifying the thresholds upon which significance
determinations will be based. In order to maximize the applicability of the EIR to subsequent
development proposals consistent with the SPA Plan, the impact analysis will examine a
development scenario that is conservative, yet realistic, in an attempt to not over- or under-
estimate the impact and associated mitigation. The impact analysis will take into account design
guidelines and policies included in the SPA Plan, which would serve to reduce potential
environmental impacts. In addition to assessing the potential impacts based on conditions
anticipated to exist when development is expected to occur, the impact analysis will evaluate
"existing plus project" condition in accordance with recent "Sunnyvale" decisions by the
California Supreme Court.
The mitigation measures identified in the EIR will be clearly linked to a specific impact The
mitigation measures will be worded as conditions that can be readily applied to discretionary
actions and clearly monitored. Due to the lack of specific development plans, the mitigation
measures will include performance standards to assist City staff in developing project-specific
mitigation measures during subsequent CEQA review. The "who, what, when, where, why and
how" will be identified in each measure to facilitate preparation of a Mitigation Monitoring and
Reporting Program (MMRP). Where mitigation measures exist but aze considered infeasible (if
applicable), the EIR will contain a discussion of the reasons upon which the finding of
infeasibility is based.
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To assist the public and decision-makers in determining the effectiveness of identified mitigation
measures to reduce potential impacts to below a level of significance, each environmental
analysis will include a discussion of significance before and after implementation of identified
mitigation measures.
The analysis associated with each environmental issue to be included in the EIR is described
below.
Land Use, Planning, and Zoning. The land use section will be divided into an analysis of:
(1) policy conformance and (2) land use compatibility. The land use policy analysis will identify
vazious land use plans, policies, and regulations that govern future development pursuant to the
SPA Plan. Specific land use and planning policies contained in the City's General Plan and the
Otay Ranch GDP will be identified in tabulaz form with an accompanying nan•ative evaluating
the SPA Plan's consistency. Based on the assumption that the land use designation amendments
included in the GPA 09-01 will be approved by the time the EIR is distributed for public review,
the analysis will focus on the consistency of the proposed land uses with the over-azching
planning regulations and guidelines. The relationship of the project to the City's MSCP Subarea
Plan will also be considered.
The land use compatibility analysis will also address the relationship of the planned land uses
with adjacent existing and planned land uses; and include a discussion of the General Plan
policies related to land use compatibility and transitions. In particular, the relationship of the
SPA plan to the Olympic Training Center, High-Tech High, and residential uses within the
existing development north of Hunte Parkway will be considered. The potential for internal
conflicts (e.g., noise and lighting) between proposed land uses will also be evaluated. It is
anticipated that the design guidelines and form based-zoning identified in the SPA Plan, as well
as City zoning regulations, will be referenced as the primary means of reducing internal
conflicts.
Landform Alteration/Aesthetics. Based on the level of information in the grading concepts
included in SPA Plan, the Consultant will evaluate the potential landform impacts associated
with implementing the SPA Plan. The discussion of aesthetics will consider primary view points
around the project. In addition to short-range views from Hunte Parkway, views from Lower
Otay Reservoir and the Olympic Training Center will be evaluated. The aesthetics analysis will
also consider the City's General Plan Policies related to protection of scenic resources and open
space. The level of aesthetic analysis will be based on the degree of information in the SPA Plan
but, at a minimum, it will consider bulk and scale as a measuring stick. Specific policies,
guidelines, standards, and other measures to protect scenic views and visual chazacter contained
in the SPA Plan will be discussed. If requested by the City, up to two photo simulations will be
prepazed in support of this EIR section as an optional task authorized under a contract
amendment.
Transportation, Circulation, and Access. This section will be based on the impacts and
mitigation measures idenfified in the technical report prepazed by LLG.
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Air Quality. The discussion of air quality will be based on the impacts and mitigation measures
identified in the technical report prepared by the Consultant.
Greenhouse Gas. The discussion of GHG emissions will be based on the impacts and mitigation
measures identified in the technical report prepazed by the Consultant.
Noise. The discussion of noise impacts will be based on the impacts and mitigation measures
identified in the technical report prepazed by the Consultant.
Cultural Resources. The discussion of cultural resources impacts will be based on the impacts
and mitigation measures identified in the technical report prepared by Affinis.
Paleontological Resources. The existing conditions, impacts, and a specific set of measures to
be undertaken during grading where paleontological resources may be disturbed will be
summarized in the EIR from information in the Geotechnical Study report as well as
documentation on the potential for fossil-bearing formations to occur on the site.
Biological Resources. The discussion of biological resources impacts will be based on the
impacts and mitigation measures identified in the technical report prepared by the Consultant.
Agricultural Resources. The Consultant will review the soils in the project area from the
Geotechnical Study as well as information developed for the Otay Ranch GDP EIR on
agricultural uses to determine what, if any, azeas aze of local or state-wide farmland importance.
The discussion will incorporate analysis from. EIIZ 90-01 regazding the economic viability of
agricultural operations in the project area. If an Agricultural Study is available in the University
SPA Plan, it will also be referenced in this section.
Hydrology/Water Quality. The discussion of hydrology and water quality impacts will be based
on the impacts and mitigation measures identified in the Drainage Study and WQTR to be
prepazed by Rick Engineering.
Geology and Soils. The discussion of geology and soils impacts will be based on the impacts
and mitigation measures identified in the technical report to be prepared by Ninyo & Moore.
Public Services and Utilities. The discussion of public services and utilities impacts will be
based on the assessment of existing facilities, public facility needs, and locations, as discussed in
the PFFP to be prepared concurrently with the development of the SPA Plan. Impact analysis
will be based on review of the analysis of public services and facilities in previous EIRs (EIR 90-
01, SEIR 90-01, GP Update EIR), and include an analysis of impacts related to provision of
services in compliance with CEQA. The analysis will evaluate the project's consistency with the
Quality of Life Thresholds established in the City's Growth Management Ordinance.
Specifically, this discussion will address the following issues: sewer and water; police, fire and
emergency medical services; recreational .resources (parks, open space, other recreational
facilities); schools; libraries; solid waste disposal; gas and electricity; telephone and cable
television service; and other facilities such as transportation and drainage facilities that are
required to be addressed in the PFFP. Issues that have been addressed in other sections of the
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Two Party Agreement Between Cify of Chula Vista and Helix Environmental Planning
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EIR will be appropriately referenced. Specific policies, guidelines, standards,-and other measures
related to assuring that public services are adequately contained in the SPA Plan will be
discussed. The Consultant will also summarize the results of the WSA prepared by Dexter
Wilson to address project impacts on water supply.
Hazards/Risk of Upset. The discussion of hazards and hazardous materials impacts will be based
on the impacts and mitigation measures identified in the technical report to be prepared by Ninyo
& Moore.
Housing and Population. The discussion of housing and population impacts will be based on the
allowable level of build-out proposed within the SPA, particulazly in regazd to the quantity of
temporary and/or permanent student, faculty housing, or other residential proposed on-site. The
analysis will also evaluate whether the increase in employment oppommities associated with
buildout of the SPA would result in population increases in the azea such that a significant
demand on housing supply would occur. -
Energy. The Consultant will estimate the energy consumed during the future buildout of the
project site, including electrical energy demand, vehicular energy demand, and water and solid
waste-related energy demand. The analysis will also incorporate modeling results from GHG
modeling performed as par[ of the Air Quality/GHG technical report prepazation. Specific
energy conservation policies, guidelines, standards, and other measures to be implemented with
the SPA will be discussed.
Cumulative Impacts. The discussion of cumulative impacts will be based on whether individual
impacts resulting from the proposed project will incrementally contribute to a cumulatively
considerable impact, when combined with impacts anticipated to occur as a result of other
related past, present, and reasonably forseeable future projects. The list of cumulative projects to
be included in the cumulative analysis will be developed in coordination with City staff. A
cumulative study area for each issue azea will be developed in coordination with City staff. The
analysis will focus on potential far newly identified cumulative impacts that are specifically
associated with the proposed project, and have, therefore, not been evaluated in previous EIRs,
and the project's compliance with applicable CEQA thresholds, policies, and programs.
Growth Inducement. The discussion of growth inducement will be based on the potential of the
proposed SPA Plan to induce, either directly or indirectly, economic or population growth
resulting in the need for construction of additional housing or infrastructure beyond that
proposed within the SPA Plan, that could adversely affect the surrounding environment. The
analysis will be based on proposed phasing of community services and facilities to serve the
future buildout of the SPA, the recommendations of the PFFP (see Public Services and Utilities,
above), and compliance with regional and local growth management policies and the City's
threshold standazds. If applicable, a specific set of guidelines, standards, and policies to be
implemented with the SPA will be discussed.
Significant Irreversible Environmental Changes. The discussion of significant irreversible
environmental changes will be based on the use of non-renewable resources during construction
and operational phases of the project, which cannot be replaced once used. For example, use of
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fuel for construction equipment during project build-out is considered irreversible. The analysis
will also discuss commitment of resources or space unlikely to be removed once constructed
(e.g., pazking lots, roadway infrastructure), and potential for irreversible changes that may occur
as a result of environmental accidents (e.g., release of contaminants into a groundwater supply).
Effects Found Not To Be Significant. The discussion of effects found not to be significant will
include a brief statement indicating the reasons that various possible effects of project
implementation were determined not to be significant, and were, therefore, not discussed in
detail in the EIR.
Project Alternatives. The discussion of alternatives will include the mandatory "No Project"
altemative, as well as up to three modified project alternatives.
Modified project alternatives are expected to focus on ways to avoid physical impacts to
resources such as biologically sensitive azeas or areas where sensitive cultural resources are
known to occur. Modified project altematives may also focus on reducing the scale or intensity
of the proposed SPA Plan in order to reduce potentially significant impacts to a level of less than
significant.
Offsite altematives will not be considered since the project site has long been planned for a
university and research center with compatible surrounding resources such as the High-Tech
High. Lacking another site with similar development potential, it is not anticipated that anoff-
site alternative would achieve the basic objectives of the proposed project. The basis for this
conclusion will be described in the EIR.
Draft EIR Deliverables
The Draft EIR will be produced in Microsoft Word. The Draft EIR and accompanying
appendices will be bound in three-ring binders. The first and second screen checks of the Draft
EIR will use 1.5 spacing. The third screen check and public review versions of the Draft EIR
will be single-spaced. The public review version of the EIR will include electronic versions, as
well as printed copies. The quantities of each version to be produced will be as follows:
• One (1) electronic submittal of the draft Project Description;
• Twenty-five (25) printed copies of the first screen check Draft EIR including ten. (10)
appendices;
• Twenty (20) printed copies of the second screen check Draft EIR including ten (10)
appendices;
• Five (5) printed copies of the third screen check Draft EIR including two (2)
appendices;
• Seventy (70) electronic copies (on. CD) of the Draft EIR for public review
accompanied by 20 printed bound copies of the Executive Summary with CD pouch
for submission to OPR;
• Fifteen (15) printed copies of the Draft EIR including five (5) appendices for public
review; and
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Two Party Agreement Between City of Chula Vista and Helix Environmental Planning
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Final EIR Preparation and Content
Resnonse to Comments
The Consultant will prepare a Final EIR, which will include detailed responses to comments
received on the adequacy of the Draft EIR during public review and modifications to the Draft
EIR, which may be warranted based on public comment. Up to ten (10) comment letters with up
to 50 substantive comments will need responses; no new analysis will be required to respond to
the comments. Detailed responses to comments that exceed aforementioned limit of 50, will be
addressed on a time and materials basis. The Final EIR will provide an evaluation of all feasible
mitigation measures, which could be cazried out to reduce or eliminate adverse impacts of the
proposed project. In responding to public comments, the Consultant will work closely with City
staff. Once the comments have been received, the Consultant will review the comment letters to
identify major issues which have been raised. Draft responses to comments will be submitted to
City staff for review. The Consultant will then revise responses in accordance with City direction
and will prepare an administrative Final EIR. It is assumed that one set of revisions to the
Responses to Comments will be required. As necessary to reflect public comments, the
Consultant will modify the text of the Draft EIR. To distinguish the added information and
clarifications, the changes will be made in strikeout/underline format.
Mitigation Monitoring and Reportin¢ Proeram (MMRP)
The Consultant will prepaze a sepazate MMRP. The MMRP will be prepazed upon completion
of the Draft EIR but will not be included in the Public Review Draft EIR. One round of revisions
to the MMRP based on comments from City staff is anticipated prior to finalizing the MMRP.
Candidate CEOA Findings and Statement of Ovemdin~ Considerations
The Consultant will prepaze Candidate CEQA Findings (Findings) pursuant to City standards.
The Findings will cleazly identify the significant environmental impacts resulting from the
proposed project and conclude whether the impacts would be mitigated to below a level of
significance or whether mitigation is the responsibility of another agency. Where mitigation
measures or alternatives may exist but aze not considered feasible, the basis for this conclusion
will be cleazly stated in the Findings. The Findings will also identify feasible altematives
considered by the City, which could reduce the adverse impacts but aze not being proposed.
If significant unmitigated impacts are identified in the EIR, the Consultant will prepaze the draft
Statement of Ovemding Considerations (SOC). The Consultant will ensure that the SOC
contains a discussion of the social, economic or other factors, which serve as the basis for the
City Council approving the project. To the extent to which the City considers otherwise feasible
alternatives or mitigation to be infeasible due to economic factors, the Consultant will
incorporate the economic analyses and rationale provided by the City into the Findings and SOC.
The Consultant will work with City staff and the City's legal counsel to develop a defendable list
of considerations.
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One round of revisions to the Findings and SOC (if applicable) based on comments from City
staff is anticipated prior to fmalizing the Findings and SOC for consideration by the City of
Chula Vista, Planning Commission, and ultimate adoption by the City Council.
Final EIR Deliverables
The Final EIR will be produced in the following quantities.
• Electronic submittal of draft Responses to Comments and Draft EIR revisions;
• Ten (10) electronic copies (on CD) of the Final EIR including appendices, Findings, and
Statement of Overriding Considerations for certification;
• Twenty (20) hard copies of the Final EIR, including five (5) appendices, Findings, and
Statement of Overriding Consideration, of which 5 copies will be in three-ring binders
and the remaining 15 hard copies will be bound;
One draft and five (5) final MMRP in Word format; - -
• One draft of the Candidate Findings and SOC (if applicable) in Microsoft Word format;
• One revised Candidate Findings and SOC (if applicable) in Microsoft Word format; and
Project Coordination and Management
In consultation with City staff, the Consultant shall manage the preparation of the technical
studies along with the Draft and Final EIR. Management shall include meetings, phone calls,
and email correspondence. Project management will also include budget and schedule
monitoring. The Consultant will devote up to six hours per month to management.
As part of the project management, the Consultant will conduct a quality assurance review of
documents prepared by the Consultant and/or its subconsultants.
Meetings and Hearings
Representatives of the Consultant and/or its subconsultants will attend the following meetings
and hearings:
• Design Charette: Consultant's Project Manager and a Civil Engineer will attend one 6-
hour design charette meeting with the City and SPA consultant;
• Project Initiation: Consultant's Project Manager and Assistant Project Manager will
attend one 2.5-hour project initiation meeting with the City;
• EIR Scoping Meeting: Consultant's Project Manager will attend one 2.5-hour EIR
Scoping meeting;
• Project Meetings: Consultant's Project Manager will attend up to twelve project meetings
with City staff to discuss EIR progress and issues as they arise;
• Traffic Consultant will attend up to six (6) project meetings;
• Civil Engineer will attend up to 40 hours of project meetings,
• Planning Commission: Consultant's Project Manager and Principal Traffic Engineer will
attend one 4-hour Planning Commission hearing on the Final EIR; and
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• City Council: Consultant's Project Manager and Principal Traffic Engineer will attend
.one 4-hour City Council hearing on the Final EIR.
Optional Services
The following optional services would be completed only if requested in writing by the City, and
are included within the scope and cost of this contract.
Off-site Surveys
The following scope pertains to the two potential off-site infrastructure azeas, including one 5-
acre detention basin area neaz the Otay River Valley and one, 200-foot-wide by 4,000-foot long
sewer line between the two development areas:
Biological Resources. HELD biologist will survey and assess impacts to"two off-site areas. The
survey will consist of detailed vegetation mapping, recordation of plant and animal species
observed during the field work, two rare plant surveys during the appropriate time of yeaz, and a
formal jurisdictional delineation (it is assumed that the delineation report for the project will
include the results of the delineation for the off-site azeas). Because of their location in the
Preserve, it is assumed that the following focused species surveys would be required for the off-
site azeas: coastal California gnatcatcher, burrowing owl, Quino checkerspot butterfly, and fairy
shrimp. The environmental analysis associated with constructing the off-site utility
improvements within the MSCP Preserve will be analyzed in compliance with the Subazea Plan
and Otay Ranch RMP. In addition, increased coordination with City and Wildlife Agencies and
detailed MSCP analysis/findings aze assumed (for cost purposes, an estimated 16 hours of
principal time and 24 hours of Biologist time aze assumed). The results of the surveys, as well as
the impact assessment, will be presented in the project Biological Resources Study.
Cultural Resources. Affinis archaeologists will conduct a field survey of the two off-site areas.
During the survey, Affinis will map and describe archaeological or historic resources that aze
observed. The site record information from the previous record search will be updated, as
necessary. Should archaeological sites be observed, Affmis will make a preliminary
determination as to their potential significance. The results of the survey, as well as the
preliminary impact assessment will be presented in the Cultural Resources Study.
Photosimulations
The Consultant will prepaze two (2) photo simulations of the existing site conditions versus
conceptual site conditions under the maximum buildout scenario. Due to the fact that there aze no
specific project proposals, and that the SPA Plan is currently in progress, it is anticipated that
these simulations of the local streetscape will be conceptual in nature and indicate conceptual
bulk and scale chazacteristics and conceptual grading from the adjacent roadways.
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Geotechnical Investigation
The Consultant's subcontractor, Ninyo&Moore, will expand the geologic reconnaissance by
conducting detailed site testing (up to 4 borings) with necessary lab work on the preliminary
grading plan for the project. Information and recommendations developed from the borings
would be provided in the expanded study.
B. Date for Commencement of Consultant Services:
(X) Same as Effective Date of Agreement
()Other:
C. Dates or Time Limits for Delivery of Deliverables:
Project Initiation/Desi Chazette 2 weeks from notice to roceed
Grading Studies 6 weeks from project initiation design chazette
for first screen check; final draft 16 weeks
Traffic Technical Report 6 weeks from receipt of land use statistics for
first screen check; fmal draft 19 weeks
Sewer Study 6 weeks from receipt of land use statistics and
preliminary grading plan for first screen check;
16 weeks for final draft
Air Quality/GHG Report 4 weeks from receipt of land use statistics and
traffic data for first screen check; 12 weeks for
final draft
Noise 4 weeks from receipt of land use statistics and
traffic data for first screen check; 12 weeks for
final draft
Drainage Study/Water Quality Technical 6 weeks from receipt of land use statistics and
Report preliminary grading plan for first screen check;
16 weeks for final draft
Phase 1 Site Assessment 4 weeks from project initiation for first screen
check; 10 weeks for final draft
Geology Reconnaisance 4 weeks from project initiation and receipt of
preliminary grading plan for first screen check;
12 weeks for final draft
Biology and Cultural Technical Studies 8 weeks from receipt of grading limits for first
screen check; 18 weeks for final draft
Water Supply Assessment 4 weeks from receipt of land use statistics for
first screen check; 10 weeks. for final draft
Notice of Pre oration 2 weeks from recei t of land use statistics
1st Screen check DEIR 8 weeks from receipt of preliminary grading
plan, draft SPA and second review of
technical studies
L° Screen check DEiR 4 weeks fronx recei t of ievicw conuneiits
rage ~a
Two Party Agreement Between City of Chula Puta and Helix Environmental Planning
to prepare an EIR for the University Park and Research Center
27-62
3` Screencheck DEIR 3 weeks from recei t of review comments
Public Review DEIR 2 weeks from recei pt of final comments
D. Date for completion of all Consultant services: Fifty two (52) weeks from
commencement of Consultant Services.
9. Materials Required to be Supplied by City to Consultant: N/A
10. Compensation:
A. ()Single Fixed Fee Arrangement.
For performance of all of the Defined Services by Consultant as herein required, City shall
pay a single fixed fee in the amounts and at the times or milestones or for Elie Deliverables set
forth below:
Single Fixed Fee Amount: ,payable as follows:
Milestone or Event or Deliverable Amount or Percent of Fixed Fee
O 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 19 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
B. (X) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the Defined Services by Consultant as are
sepazately identified below, City shall pay the fixed fee associated with each phase of Services,
in the amounts and at the times or milestones or Deliverables set forth. Consultant shall not
commence Services under any Phase, and shall not be entitled to the compensation for a Phase,
unless City shall have issued a notice to proceed to Consultant as to said Phase.
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Two Parfy Agreement Befween City of Chula Visfa and Helix Environmental Planning
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For performance of all of the General and Detailed Services of Consultant as herein
required, Applicant shall pay a single fixed fee in the amounts and at the times or milestones set
forth below:
( ) Single Fixed Fee Amount: N/A
Milestone or Event Amount or Percent
of Fixed Fee
1. Signing of this agreement by all parties and upon the
request of the Consultant. 53,443 (10%)
2. First Submittal of Grading Studies 80,164.50 (15%)
3. Final Submittal of Grading Studies and First Submittal of
Draft Technical Studies 133,607.50 (25%)
4. Submittal of First Screen check Environrental Document
and Submittal of Draft Technical Studies* x0,164.50 (15%)
5. Submittal of Second Screen check Environmental
Document and Submittal of Final Technical Studies** 53,443 (10%)
6. Commencement of Public Review 26,721.50 (5%)
7. Completion of Final Environmental Document 53,443 (10%)
8. Completion of All Remaining Tasks as outlined in
Exhibit "A" to this Agreement 53,443 (10%)
Subtotal $534,430
9. 25% Contingency Fee*** (for task(s) as determined at the
sole discretion of the City's Development Services
Director)
$133,607
10 Optional Tasks
Off-site Biological Study $18,980
Off-site Cultural Resources Study $1,800
Photo Simulations (2) $8,000
Geotechnical Investigation $35,000
Total Fixed Fee Amount $731,817
For purposes of payment, the first screen check shall completely address and analyze all
issues identified in the detailed scope-of--work (described in Exhibit "A") to the
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satisfaction of the Development Services Director (DSD). Payment shall not be made
until the DSD determines that a complete screen check document has been submitted.
** For purposes of payment the second screen check shall completely address all comments
identified in the first screen check to the satisfaction of the DSD. Payment shall not be
made until the City's DSD determines that a complete second screen check document has
been submitted.
*** Pursuant to Section A.2.b. of this Agreement, the DSD in their sole discretion
independently and or upon request from the Consultant, may from time to time, negotiate
additional services to be performed by the Consultant under this Agreement in order to
cover unforeseen issues that may be identified during the preparation of the
environmental document ("Additional Services"). The cost of Additional .Services in
connection with the environmental document shall not exceed 25% of the total contract
amount ($133,607). _
O 1. Interim Monthly Advances. The City shall make interim monthly advances
against the compensation due for each phase on a percentage of completion basis for
each given phase such that, at the end of each phase only the compensation for that
phase has been paid. Any payments made hereunder shall be considered as interest
free loans that must be returned to the City if the Phase is not satisfactorily
completed. If the Phase is satisfactorily completed, the City shall receive credit
against the compensation due for that phase. The retention amount or percentage set
forth in Paragraph 18 is to be applied to each interim payment such that, at the end of
the phase, the full retention has been held back from the compensation due for that
phase. Percentage of completion of a phase shall be assessed in the sole and
unfettered discretion by the Contracts Administrator designated herein by the City, or
such other person as the City Manager shall designate, but only upon such proof
demanded by the City that has been provided, but in no event shall such interim
advance payment be made unless the Consultant shall have represented in writing that
said percentage of completion of the phase has been performed by the Consultant.
The practice of making interim monthly advances shall not convert this agreement to
a time and materials basis of payment.
C. OHourly Rate Arrangement
For performance of the Defined Services by Consultant as herein required, City shall pay
Consultant for the productive hours of time spent by Consultant in the. performance of said
Services, at the rates or amounts set forth in the Rate Schedule herein below according to the
following terms and conditions:
(1) ()Not-to-Exceed Limitation on Time and Materials Arrangement
Notwithstanding the expenditure by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all of
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the Defined Services herein required of Consultant for $
including all Materials, and other "reimbursables" (Maximum Compensation).
(2) ()Limitation without Further Authorization on Time and Materials Arrangement
At such time as .Consultant shall have incurred time and materials equal to
$ (Authorization Limit), Consultant shall not be entitled to
any additional compensation without further authorization issued in writing and approved
by the City. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense. See Exhibit B for wage rates.
( )Hourly rates may increase by 6% for services rendered after [month], 20, if delay
in providing services is caused by City.
11. Materials Reimbursement Arrangement
For the cost of out of pocket expenses incurred by Consultant in the performance of services
herein required, City shall pay Consultant at the rates or amounts set forth below:
(X)None, the compensation includes all costs.
() Reports, not to exceed $
() Copies, not to exceed $
() Travel, not to exceed $
() Printing, not to exceed $
() Postage, not to exceed $
() Delivery, not to exceed $
() Outside Services:
O Other Actual Identifiable Direct Costs:
not to exceed $
not to exceed $
12. Contract Administrators:
City: Scott Donaghe, Principal Planner
Consultant: Kim Bazanik, Helix
13. Liquidated Damages Rate:
()$
()Other:
per day.
Cost or Rate
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14. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest
Code (Chula Vista Municipal Code chapter 2.02):
(Not Applicable. Not an FPPC Filer.
O FPPC Filer
OCategory No. 1. Investments, sources of income and business interests.
()Category No. 2. Interests in real property.
OCategory No. 3. Investments, business positions, interests in real property, and
sources of income subject to the regulatory, permit or licensing authority of the
department administering this Agreement.
O Category No. 4. Investments and business positions in business enttties and sources of
income that engage in land development, construction or the acquisition or sale of
real property.
()Category No. 5. Investments and business positions in business entities and sources
of income that, within the past two years, have contracted with the City of Chula
Vista or the City's Redevelopment Agency to provide services, supplies, materials,
machinery or equipment.
OCategory No. 6. Investments and business positions in business entities and sources of
income that, within the past two years, have contracted with the department
administering this Agreement to provide services, supplies, materials, machinery or
equipment.
OList Consultant Associates interests in real property within 2 radial miles of Project
Property, if any:
15. () Consultant is Real Estate Broker and/or Salesman
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16. Pemutted Subconsultants: Lindscott, Law, and Greenspan (LLG); Affanis; Ninyo and
Moore; Rick Engineering; Dexter Wilson.
17. Bill Processing:
A. Consultant's Billing to be submitted for the following period of time:
()Monthly
( )Quarterly
(X) Other: Milestone Payments
B. Day of the Period for submission of Consultant's Billing:
OFirst of the Month
O 15th Day of each Month
OEnd of the Month
()Other:
C. City's Account Number:
18. Security for Performance
Performance Bond, $
Letter of Credit, $_
)Other Security:
Type:
Amount: $
(X) Retention. If this space is checked, then notwithstanding other provisions to the contrary
requiring the payment of compensation to the Consultant sooner, the City shall be entitled
to retain, at their option, either the following "Retention Percentage" or "Retention
Amount" until the City determines that the RetentiomRelease Event, listed below, has
occurred:
(X) Retention Percentage: 10
()Retention Amount: $
Retention Release Event:
OCompletion of All Consultant Services
()Other:
( )Other: The Retention Amount maybe released on a monthly basis provided that
Consultant has performed said monthly services to the sole satisfaction of the Assistant City
Manager/Director of Development Services or his designee.
Attachment 1-Project Schedule
Page 44
Two Parry Agreement Between Ciry of Chula Visia and Helix Environmental Pdanning
to prepare an EIR jor the University Park and Research Center
27-sa