HomeMy WebLinkAbout2009/08/04 Item 10
CITY COUNCIL
AGENDA STATEMENT
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ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
SUMMARY
Item No.: /0
Meeting Date: OR/04/OIJ
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA WAIVING THE FORMAL BIDDING PROCESS
AND APPROVING A THREE-PARTY AGREEMENT BETWEEN
THE CITY OF CHULA VISTA, RECON (CONSULTANT), AND
OTAY LAND COMPANY LLC (APPLICANT), FOR
CONSULTING SERVICES RELATED TO THE PREPARATION
OF AN ENVIRONMENTAL IMPACT REPORT (EIR) FOR THE
UNIVERSITY VILLAGES GENERAL PLAN AMENDMENT, AND
OTAY RJu~CH GENERAL DEVELOPMENT PLAN
AMENDMENT, AND AUTHORIZING THE MAYOR TO
EXECUTE SAID AGREEMENy.,1 V
DEPUTY CITY MANAGE~CTOR OF DEVELOPMENT
SERVICES
CITY MANAGE~
4/5 TH VOTE REQUIRED YES NO X
The applicant has filed General Plan amendment and General Development Plan amendment
applications for the University and Southern Otay Ranch Villages Project. The Environmental
Review Coordinator has determined that the proposed project requires the preparation of an
Environmental Impact Report (EIR). The item before the City Council is a request for the City
Council to approve the proposed contract with RECON for an amount not to exceed $388,400 to
provide consultant services for the preparation of the CEQA required environmental documents for
the proposed project and an additional $97,100 for additional services should they be necessary.
ENVIRONMENTAL REVIEW
The Envlronmental Review Coordinator has reviewed the proposed contract approval 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 of contract approval is necessary.
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Page 2, Item No.: v
Meeting Date: OR/04/09
RECOMNIENDA TION:
That the City adopt the Resolution.
BOARDS/COMMISSIONS RECOMMENDATION: N/A
DISCUSSION:
Rackunllncl
The University and Southern Otay Ranch Villages Project involves proposed amendments to the
City's General Plan and the Otay Ranch General Development plan. The Otay Land Company
has submitted General Plan and General Development Plan Amendment applications for their
ownership in portions of Otay Ranch Villages 4, 7, 8 and 9. The Otay Ranch Company will be
coming forward with plans for their land ownership in the area at a later date. The applicant's
proposal would result in an increase in density beyond that specified in the 2005 General Plan
Update, but the development footprint between what was adopted in the 2005 General Plan
Update and the proposed Project area remains virtually the same.
Pursuant to the California Environmental Quality Act (CEQA), the Environmental Review
Coordinator has determined that the proposed project requires the preparation of an
Environmental Impact Report (EIR). Development Services Department staff does not have the
available time or expertise to prepare the needed EIR. Therefore, the applicant is proposing the
project enter into a three-party agreement for the preparation of the CEQA documentation.
rnn~111f:::1nt Sp.rviC:PS Sf':lpctlnn Prncf'SS
RECON has acquired an in-depth knowledge of Chula Vista General Plan related environmental
issues through their preparation of the 2005 General Plan Update EIR and associated
baseline/technical studies. RECON's comprehensive familiarity with the Chula Vista General Plan
and General Plan study area, coupled with the knowledge gained through their preparation of the
General Plan Update EIR and associated baseline/technical studies, makes RECON uniquely
qualified to serve as the Consultant for this project. Pursuant to Chula Vista Municipal Code
Section 2.56.070. 4. staff is recommending that the Council waive the formal bidding process and
hire RECON as a sole source.
Scnp" nfWnrk
RECON will function as the Environmental Consultant to the City of Chula Vista under a three-
party agreement with the Applicant and under the supervision of the City's Environmental
Review Coordinator. The responsibilities of the Environmental Consultant will include the
following:
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Page 3, Item No.: 10
Meeting Date: OR/04/09
Review of the available Project information;
Preparation of an Initial Study and Notice of Preparation;
Preparation of Screen check, draft and final EIRs;
Preparation of responses to comments received during public review;
. Preparation of Findings and the Mitigation Monitoring Reporting Program; and
. Attendance at team meetings and public hearings
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The total cost of the contract for consulting services is $388,400 with an additional 25%
contingency ($97,100) for additional services to cover unforeseen issues that may arise during
preparation of the EIR and if determined to be necessary by the City's Environmental Review
Coordinator. The project applicant will pay all consultant costs, as well as reimburse any City
staff time associated with preparation of the EIR.
The City Attorney's Office has reviewed and approved the form of the contract.
DECISION-MAKER CONFLICTS
Staff has reviewed the property holdings ofthe City Council members and has found no property
holdings within 500 feet of the boundaries of the property, which is subject to this action.
FISCAL IMPACT:
There will be no resulting impact to the General Fund. The applicant will fully compensate the
consultant. The contract amount for consulting services is 5388,400. The contract allows the
Contract Administrator to negotiate additional fees, which will be paid by the applicant, not to
exceed 25% of the total contract amount ($97,100) to cover unforeseen issues that may be
identified during the preparation of the ErR.
ON-GOING FISCAL IMPACT
Approval of the three-party agreement will not result in on-going fiscal impacts since the contract
will terminate once all required work is completed by the consultant.
Attachments:
Three Party Agreement
10-3
Three-Party Agreement Between
City of ChuIa Vista,
RECON Consultant, and
Otay Land Company LLC (Applicant),
For Consulting Work to be Rendered with Regard to Applicant's Project
1. Parties.
This Agreement is made as of the reference date set forth in Exhibit A, for the purposes of
reference only, and effective as of the date last executed by the parties hereto, between the City of
Chula Vista ("City") herein, a municipal corporation of the State of California, the person designated
on the attached Exhibit A as "Consultant", RECON whose business form and address are indicated
on the attached Exhibit A, and the persons collectively designated on the attached Exhibit A as
"Applicant", whose business form and address are indicated on the attached Exhibit A, and is made
with reference to the following facts:
2. Warranties and Representations.
2.1. Applicant warrants that Applicant is the owner ofland ("Property") commonly known
as, or generally located as, described on Exhibit A, Paragraph 1, or has an option or other entitlement
to develop said Property.
2.2. Applicant desires to develop the Property with the Project described on Exhibit A,
Paragraph 2, and in that regard, has made application ("Application") with the City for approval of
the plan, map, zone, or other permits ("Entitlements") described on Exhibit A, Paragraph 3.
2.3. In order for the City to process the Application of Applicant, Work of the general nature
and type described in Exhibit A, Paragraph 4, ("Work") will need to be completed.
2.4. City does not presently have the "in-house" staff or resources to process the application
within the time frame requested for review by the Applicant.
2.5. This agreement proposes an arrangement by which Applicant shall retain, and be liable
for the costs of retaining, Consultant, who shall perform the services required of Consultant by this
Agreement solely to, and under the direction of, the City.
2.6. The Applicant and City have entered into a University Villages/Otay Ranch Project
Staffing and Processing Agreement on June 23, 2009, ("Processing Agreement") for the retention of
professional staff by the City for processing the Entitlements for the Property. Notwithstanding
however, Applicant acknowledges and agrees that the provisions ofthis Agreement with respect to
the payment ofthe Consultant shall supersede any provisions ofthe Processing Agreement pertaining
to the payment of services for professional staff.
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2.7. On April 15, 2008, the City and Applicant entered into a Land Offer Agreement ("LOA")
which sets forth the terms and conditions for Applicant's conveyance and the City's acceptance of
certain real property described within the LOA.
2.8 Additional facts and circumstances regarding the background for this agreement are
set forth on Exhibit B.
3. Agreement.
NOW, THEREFORE, IT IS MUTUALLY AGREED TO AND BETWEEN THE CITY,
CONSULTANT, AND APPLICAL'IT AS FOLLOWS:
3.1. Employment of Consultant bv Applicants.
Consultant is hereby engaged by the Applicant, not the City, and at Applicant's sole cost and
expense, to perform to, and for the primary benefit of, City, and solely at City's direction, all ofthe
services described on the attached Exhibit A, Paragraph 4, entitled "General Nature of Consulting
Services", ("General Services"), and in the process of performing and delivering said General
Services, Consultant shall also perform to and for the benefit of City all ofthe services described in
Exhibit A, Paragraph 5, entitled "Detailed Scope of Work", ("Detailed Services"), and all services
reasonably necessary to accomplish said General Services and Detailed Scope of Work, and shall
deliver such documents required ("Deliverables") herein, all within the time frames herein set forth,
and in particular as set forth in Exhibit A, Paragraph 6, and ifnone are set forth, within a reasonable
period of time for the diligent execution of Consultant's duties hereunder. Consultant understands
and agrees that time is of the essence for this Agreement.
The Consultant does hereby agree to perform said General and Detailed Services to and for
the primary benefit of the City for the compensation herein fixed to be paid by Applicant.
In delivering the General and Detailed Services hereunder, the Consultant shall do so in a
good, professional manner consistent with that level of care and skill ordinarily exercised by
members of the profession currently practicing under similar conditions and in similar locations, at
its own cost and expense except for the compensation and/or reimbursement, if any, herein promised,
and shall furnish all of the labor, technical, administrative, professional and other personnel, all
supplies and materials, machinery, equipment, printing, vehicles, transportation, office space and
facilities, calculations, and all other means whatsoever, except as herein otherwise expressly
specified to be furnished by the City or Applicant, necessary or proper to perform and complete the
work and provide the Services required of the Consultant.
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3.2. Compensation of Consultant.
Applicant shall compensate Consultant for all services rendered by Consultant without regard
to the conclusions reached by the Consultant, and according to the terms and conditions set forth in
Exhibit C adjacent.to the governing compensation relationship indicated by a "checkrnark" next to
the appropriate arrangement, by paying said amount to the City, within 30 days of Consultant's
billing, or in accordance with the security deposit provisions of Paragraph 3.3 of this Agreement and
Exhibit C, if checked, and upon receipt of such payment by the City, City shall promptly, pay said
amount to the Consultant in accordance with the Bill Processing provisions in Exhibit C, if checked
City is merely acting in the capacity as a conduit for payment, and shall not be liable for the
compensation unless it receives same from Applicant. Applicants shall not make any payments of
compensation or otherwise directly to the Consultant.
3.2.1. Additional Work. lfthe Applicant, with the concurrence of City, determine
that additional services ("Additional Services") are needed from Consultant of the type Consultant
is qualified to render or reasonably related to the Services Consultant is otherwise required to
provide by this Agreement, the Consultant agrees to provide such additional services on a time and
materials basis paid for by Applicant at the rates set forth in Exhibit C, unless a separate fixed fee is
otherwise agreed upon in writing for said Additional Work between the parties.
3.2.2. In the event that the City shall determine that additional work is required to be
performed above and beyond the scope of work herein provided, City will consult with Applicant
regarding the additional work, and ifthereupon the Applicant fails or refuses to arrange and pay for
said Additional Services, the City may, at its option, suspend any further processing of Applicant's
Application at which time the force majeure provisions of the LOA shall be applied until the
Applicant deposits the City's estimate ofthe costs ofthe additional work which the City determines
is or may be required. Applicant shall pay any and all additional costs for the additional work.
3.2.3. Reductions in Scope of Work. City may independently, or upon request from
Consultant, from time to time reduce the 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 said reduction.
Upon failure to agree, the Fixed Fee may be unilaterally reduced by the City by the amount oftime
and materials budgeted by Consultant for the Services deleted.
3.3. Security for Payment of Compensation bv Applicant.
3.3.1. Deposit. As security for the payment of Consultant by Applicant, Applicant
shall, upon execution of this Agreement, deposit the amount indicated on Exhibit C as "Deposit
Amount" with the City, as trustee for Consultant, the conditions ofsuch trust being as indicated on
Exhibit C and as herein below set forth:
3.3.1.1 Other Terms of Deposit Trust.
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3.3.1.1.1. City shall also be entitled to retain from said Deposit all
costs incurred by City for which it is entitled to compensation by law or under the terms of this
agreement.
3.3.1.1.2. All interest earned on the Deposit Amount, if any, shall
accrue to the benefit of, and be used for, Trust purposes. City may, in lieu of deposit into a separate
bank account, separately account for said deposit in one or more of its various bank accounts, and
upon doing so, shall proportionately distribute to the Deposit Trust, the average interest earned
during the period on its general fund.
3.3.1.1.3. Any unused balance of Deposit Amount, including any
unused interest earned, shall be returned to Applicant not later than 30 days after the termination of
this Agreement and any claims resulting therefrom.
3.3.1.1.4. Applicant shall be notified within 30 days after of the use of
the Deposit in any manner. Nothing herein shall invalidate use ofthe Deposit in the manner herein
authorized.
3.3.1.1.5. At such time as City shall reasonably determine that
inadequate funds remain on Deposit to secure future compensation likely due Consultant or City,
City may make demand of Applicant to supplement said Deposit Amount in such amount as City
shall reasonably specify, and upon doing so, Applicant shall, within 30 days pay said amount
("Supplemental Deposit Amount") to City. Said Supplement Deposit Amount or Amounts shall be
governed by the same terms of trust governing the original Deposit.
3.3.2. Withholding of Processing. In addition to use of the Deposit as security, in
order to secure the duty of Applicant to pay Consultant for Services rendered under this agreement,
City shall be entitled to withhold processing of Applicant's Application upon a breach of Applicant's
duty to compensate Consultant and in such event the force majeure provisions of the LOA shall
apply.
4. Non-Service Related Duties of Consultant.
4.1. Insurance.
Consultant represents that it and its agents, staff and subconsultants employed by it in
connection with the Services required to be rendered, are protected against the risk of loss by the
following insurance coverages, in the following categories, and to the limits specified, policies of
which are issued by Insurance Companies that have a Best's Rating of" A, Class V" or better, or shall
meet with the approval of the City:
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4.1.1. Statutory Worker's Compensation Insurance and Employer's Liability
Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 10.
4.1.2. Commercial General Liability Insurance including Business Automobile
Insurance coverage in the amount set forth in Exhibit A, Paragraph 10, combined single limit applied
separately to each project away from premises owned or rented by Consultant, which names City and
Applicant as an Additional Insured, and which is primary to any policy which the City may otherwise
carry ("Primary Coverage"), and which treats the employees of the City and Applicant in the same
manner as members ofthe general public ("Cross-liability Coverage").
4.1.3. Errors and Omissions insurance, in the amount set forth in Exhibit A,
Paragraph 10, unless Errors and Omissions coverage is included in the General Liability policy.
4.2. Proof of Insurance Coverage.
4.2.1. Certificates of Insurance. Consultant shall demonstrate proof of coverage
herein required, prior to the commencement of services required under this Agreement, by delivery
of Certificates oflnsurance demonstrating same, and further indicating that the policies may not be
canceled without at least thirty (30) days written notice to the Additional Insured.
4.2.2. Policy Endorsements Required. In order to demonstrate the Additional Insured
Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial
General LiabilitY Insurance Policy, Consultant shall deliver a policy endorsement to the City and
Applicant demonstrating same.
4.3. Public Statements.
All public statements and releases to the news media shall be the responsibility of the City
and the Applicant. The Consultant shall not publish or release news items, articles or present lectures
on the Project, either during the course of the study or after its completion, except on written
concurrence of the City and Applicant.
4.4. Communication to Applicant.
Consultant shall not communicate directly to the Applicant except in the presence of the City,
or by writing an exact copy of which is simultaneously provided to City, except with the express
consent of City. The Consultant may request such meetings with the Applicant to ensure the
adequacy of services performed by Consultant.
5. Non-Compensation Duties of the Applicant.
5.1. Documents Access.
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The Applicant shall provide to the Consultant, through the City, for the use by the Consultant
and City, such documents, or copies of such documents requested by Consultant, within the
possession of Applicant reasonably useful to the Consultant in performing the services herein
required of Consultant, including but not limited to those described in Exhibit A, Paragraph 7.
5.2. Property Access.
The Applicant hereby grants permission to the City and Consultant to enter and access the
Property, to take any borings, make any tests, conduct any surveys or reconnaissance necessary to
deliver the Services of Consultant, subject to the approval of the Applicant which shall not be
umeasonably denied. Consultant shall promptly repair any damage to the subject property occasioned
by such entry and shall indemnify, defend, and hold the City and Applicant, and their agents, and
employees harmless from all loss, cost, damage, expenses, claims, and liabilities in connection with
or arising from any such entry and access. Failure to allow Consultant timely access or entry to the
Property which is needed in order for Consultant to proceed with performance under this Agreement
shall trigger the force majeure provisions of the LOA.
5.3. Communication to Consultant.
Applicant shall not communicate directly to the Consultant except in the presence of the City,
or by writing an exact copy of which is simultaneously provided to City, except with the express
consent of City. The Applicant may request such meetings as they desire with the Consultant to
ensure the adequacy of services performed by Consultant.
6. Administrative Representatives.
Each party designates the individuals ("Administrators") indicated in Exhibit A, Paragraph 8,
as said party's contract administrator who is authorized by said party to represent them in the routine
administration of this agreement.
7. Conflicts of Interest.
7.1. Consultant is Designated as an FPPC Filer.
If Consultant is designated on Exhibit A, Paragraph 9, 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 his economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragraph 9 of
Exhibit A, or if none are specified, then as determined by the City Attorney.
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7.2. Decline to Participate.
Regardless ofwhether 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.
7.3. 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 search 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.
7.4. 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.
7.5. Dutv to Advice 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 of City if Consultant learns
of an economic interest of Consultant's which may result in a conflict of interest for the purpose of
the Fair Political Practices Act, and regulations promulgated thereunder.
7.6. Specific Warranties Against Economic Interests.
Consultant warrants and represents that 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 the property which is the subject matter of the Project,
or in any property within 10 radial miles from the exterior boundaries of the property which is the
subject matter of the Project, or ("Prohibited Interest").
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates by Applicants or by any other party as a result of 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 12 months thereafter.
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Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
within the Term of this Agreement, or for 12 months after the expiration of this Agreement.
Consultant may not conduct or solicit any business for any party to this Agreement, or for any
third party which may be in conflict with Consultant's responsibilities under this Agreement.
8. Default ofthe Consultant for Breach.
This agreement may be terminated by the City for default if the Consultant breaches this
agreement or ifthe Consultant refuses or fails to pursue the work under this agreement or any phase
of the work with such diligence which would assure its completion within a reasonable period of
time. Termination of this agreement because of a default of the Consultant shall not relieve the
Consultant from liability of such default.
9. Citv's Right to Terminate Payment for Convenience, Documents.
9.1. Notwithstanding any other section or provision ofthis agreement, the City shall have
the absolute right at any time to terminate this agreement or any work to be performed pursuant to
this agreement.
9.2. In the event of termination of this agreement by the City in the absence of default of
the Consultant, the City shall pay the Consultant for the reasonable value of the services actually
performed by the Consultant up to the date of such termination, less the aggregate of all sums
previously paid to the Consultant for services performed after execution of this agreement and prior
to its termination.
9.3. The Consultant hereby expressly waives any and all claims for damage or
compensation arising under this agreement, except as set forth herein, in the event of such
termination.
9.4. In the event of termination of this agreement, and upon demand of the City, the
Consultant shall deliver to the City, all field notes, surveys, studies, reports, plans, drawings and all
other materials and. documents prepared by the Consultant in performance of this agreement, and all
such documents and materials shall be the property of the City; provided however, that the
Consultant may retain copies for their own use and the City shall provide a copy, at Applicant's cost,
of all such documents to the Applicant.
9.5. Applicant shall have no right to terminate Consultant, and shall not exercise any control
or direction over Consultant's work.
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10. Administrative Claims Requirement and Procedures.
No suit shall be brought arising out of this agreement, against the City, unless a claim has
first been presented in writing and filed with the City of Chula Vista and acted upon by the City of
Chula Vista in accordance with the procedures set forth in Chapter 1.34 ofthe Chula Vista Municipal
Code, the provisions of which are incorporated by this reference as ifset fully set forth herein.
1]. Hold Harmless and Indemnification.
]] .1. Consultant to Indemnify City reo Iniuries.
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and
appointed officers and employees from and against all claims for damages, liability, cost and expense
(including without limitation attorneys' fees) arising out of or alleged by third parties to be the result
of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and
Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is
legally responsible in connection with the execution ofthe work covered by this Agreement, except
only for those claims, damages, liability, costs and expenses (including without limitations, attorneys
fees) arising from the sole negligence or sole willful misconduct of the City, its officers, or
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.
With respect to losses arising from Consultant's professional errors and omISSIOns,
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed
officers and employees, from and against all claims for damages, liability, cost and expense
(including without limitation attorneys fees) except those claims arising from the negligence or
willful misconduct of City, it officers or employees.
Consultant's indemnification shall include any and all costs, expenses, attorneys' fees and
liability incurred by the City, its officers, agents, or employees in defending against such claims,
whether the same proceed to judgment or not. Consultant's obligations under this Section shall not
be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under
this Section shall survive the termination of this Agreement.
] 1.2. Applicant to Indemnify City reo Compensation of Consultant.
Applicant agrees to defend, indemnify and hold the City harmless against and from any and
all claims, losses, damages, expenses or expenditures of City, including its elected officials, officers,
employees, agents, or representatives ofthe City ("City Indemnitees"), in any way resulting trom or
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arising out of the refusal to pay compensation as demanded by Consultant for the performance of
services required by this Agreement.
12. Business Licenses.
Applicant agrees to obtain a business license from the City and to otherwise comply with
Chula Vista Municipal Code, Title 5. Applicant further agrees to require Consultant to obtain such
business license and to comply with Chula Vista Municipal Code, Title 5.
13. Miscellaneous.
13.1. Consultant not authorized to Represent City.
Unless specifically authorized in writing by City, neither Consultant nor Applicant shall have
authority to act as City's agent to bind City to any contractual agreements whatsoever.
13.2. 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 for the parties in Exhibit A.
13.3. Entitlement to Subsequent Notices.
No notice to or demand on the parties for notice ofan event not herein legally required to be
given shall in itself create the right in the parties to any other or further notice or demand in the same,
similar or other circumstances.
13.4. Entire Agreement.
This Agreement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and understanding between the parties relating to the subject
matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived
or discharged except by an instrument in writing executed by the party against which enforcement of
such amendment, waiver or discharge is sought.
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13.5. Capacity of Parties.
Each signatory and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction from its principal to enter into this Agreement; that all
resolutions or other actions have been taken so as to enable it to enter into this Agreement.
13.6. Governing LawNenue.
This Agreement shall be governed by and construed in accordance with the laws ofthe 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 hereunder,
shall be the City of Chula Vista.
13.7. Modification.
No modification or waiver of any provision of this Agreement shall be effective unless the
same shall be in writing and signed by the parties hereto, and then shall be valid only in the specific
instance and for the purpose for which given.
13.8. Counterparts.
This Agreement may be executed in more than one counterpart, each of which shall be
deemed to be an original but all of which, when taken together shall constitute but one instrument.
13.9. Severabilitv.
In the event that any provision of this Agreement shall for any reason, be determined to be
invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith and
agree to such amendments, modifications, or supplements to this Agreement or such other
appropriate action as shall, to the maximum extent practicable in light of such determination,
implement and give effect to the intentions of the parties as reflected herein.
13.10. Headings.
The captions and headings in this Agreement are for convenience only and shall not define or
limit the provisions hereof.
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13.11. Waiver.
No course of dealing or failure or delay, nor the single failure or delay, or the partial exercise
of any right, power or privilege, on the part of the parties shall operate as a waiver of any rights
herein contained. The making or the acceptance of a payment by either party with knowledge ofthe
existence of a breach shall not operate or be construed to operate as a waiver of any such breach.
13.12. Remedies.
The rights of the parties under this Agreement are cumulative and not exclusive of any rights
or remedies which the parties might otherwise have unless this Agreement provides to the contrary.
13.13. No Additional Beneficiaries.
Despite the fact that the required performance under this agreement may have an effect upon
persons not parties hereto, the parties specifically intend no benefit therefrom, and agree that no
performance hereunder may be enforced by any person not a party to this agreement.
Notwithstanding the foregoing, this is a three party agreement and the City is an express third party
beneficiary of the promises of Consultant to provide services paid for by Applicant.
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Signature Page To
the agreement Between
City of Chula Vista,
RECON Consultant, and
Otay Land Company LLC,
for Consulting Work to be Rendered WIth regard to Applicant's Project
(Page I of 2)
NOW THEREFORE, the parties hereto, having read and understood the terms and conditions
ofthis agreement, do hereby express their consent to the terms hereofby setting their hand hereto on
the date set forth adjacent thereto.
Dated:
City of Chula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
Approved as to Form:
Bart Miesfeld, City Attorney
Dated:
Consultant: RECON
By:
Robert MacAller, President
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Signature Page To
the Agreement Between
City of Chula Vista,
RECON Consultant, and
Otay Land Company LLC,
for Consulting Work to be Rendered with regard to Applicant's Project
(page 2 of 2)
Applicant:
Otay Land Company, LLC
By:
Title:
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Exhibit A
Reference Date of Agreement:
August 4, 2009
Effective Date of Agreement:
Date of City Council Approval of Agreement
City:
City ofChula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Consultant:
RECON
Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
Address:
1927 Fifth Ave
San Diego, CA 92101
Applicant:
Otay Land Company
1903 Wright Place, Suite 220
Carls bad, CA 92008
Business Form of Applicants:
( ) Sole Proprietorship
( ) Partnership
( ) Corporation
(X) Other: A California Limited Liability Company
Address:
1. Property (Commonly known address or General Description):
The project site is located (see map) within the Otay Valley Parcel of the Otay Ranch Planned
Community. The project area is generally described within the Otay Ranch General Development
Plan as portions of Villages 4,7,8,9 and the University Site. More specifically, the geographic areas
are as described below and show on the site plan in Attachment A:
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.
The portion of Village Four that is included in this project is bound by the Otay River Valley
to the south, the remainder of Village Four to the north and west, and the southerly extension
of La Media Road to the east..
.
The portion of Village Seven included in this project is bound by Rock Mountain Road/Main
Street to the south, the remainder of Village Seven to the north, La Media Road to the west
and the existing Olympian High School to the east.
.
The portion of Village Eight that is included in this project is bound by the Otay River Valley
to the south, Rock Mountain Road/Main Street to the north, the remainder of Village 8 to the
east and La Media Road to the west..
.
The portion of Village Nine that is included in this project is bound by the Otay River Valley
to the south, Rock Mountain RoadlHunte Parkway to the north, the proposed University site
to the east and SR-125 to the west.
2. Project Description ("Project"):
The project consists ofthe preparation of a Supplemental Environmental Impact Report addressing
proposed Amendments to the Chula Vista General Plan and Otay Ranch General Development Plan,
in order to allow land uses that accommodate up to 6,050 single and multi-family dwelling units on
approximately 633 acres ofland, as envisioned in the 2008 Land Offer Agreement between the City
of Chula Vista and the Otay Land Company LLC. The ElR will analyze all potential environmental
impacts associated with the implementation of the Land Offer Agreement at a programmatic level.
3. Entitlements applied for:
.
Proposed discretionary actions for the Property include: General Plan Amendment, General
Development Plan Amendment.
4. General Nature of Consulting Services ("Services--General"):
Consultant shall prepare a Supplemental ElR for the University Villages General Plan Amendment,
General Development Plan Amendment, in accordance with the City ofChula 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 (Public Resources Code 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..lfthere are conflicts between the CityofChula 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 Environmental Review Coordinator or
appointed designee.
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5. Detailed Scope of Work ("Detailed Services"):
RECON shall prepare a Supplemental EIR for the University Villages General Plan Amendment, and
General Development Plan Amendment. RECON 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 ofthe report and placed in an appendix. All documents shall be prepared in
Microsoft Word.
RECON shall compile supporting documents into separate 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:
Proiect Start-Up and Initiation
The Consultant shall attend a start-up meeting with the City to establish communication protocols,
confirm their understanding of the project, discuss key issues, review the schedule of deliverables,
and collect plans and documents. Following the start-up meeting and a thorough review ofproject
plans, the consultant shall prepare a memorandum identifYing outstanding information required to
complete the project description for the EIR. Upon receipt of the requested information, the
consultant shall prepare a draft project description and submit it to the City for review.
In addition, the consultant will develop baseline data for use in the environmental analysis. Tms will
include collection and review of relevant planning documents and environmental studies and
regulations, including but not limited to, the updated City's General Plan and ErR, and any
Applicant-prepared support documents and teclmical studies. In assembling baseline information for
the EIR, the Consultant will maximize use of existing data. As part oftms task, the Consultant will
conduct general surveys of the site and vicinity to document existing conditions through notation,
photography, and mapping.
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Notice of Preparation
RECON will submit a Screen check Notice of Preparation (NOP) to the City for review and will
make revisions from a single set of comments. Following approval by the City, RECON will produce
the NOP for distribution by the City.
Technical Studies
Traffic Report
Linscott, Law & Greenspan, Engineers (LLG) will prepare a traffic impact study to address proposed
changes to the land use and roadway network associated with the GP/GDP Amendment. The tasks
to complete the traffic study include the following:
Proiect Mobilization
. Confirm the project description, work schedule, and assumptions to be utilized in the
traffic study.
. Contact City ofChula Vista staff to discuss the project and analysis criteria, confirm
the study approach, identify pertinent traffic issues and concerns, and formalize the
scope of work for the traffic study.
Data Collection and Research
. Visit the project study area to confirm existing conditions with respect to existing site
development, local area development, site access, parking use, and areas of
congestion in order to verify our overall understanding oftraffic conditions in the area
that might affect this proj ect.
. No existing conditions analysis will be conducted.
SANDAG Traffic Models
. Coordinate with the City to determine the appropriate network scenarios to be
analyzed. A maximum of eight (8) scenarios are assumed. The scenarios will vary
depending on assumptions for La Media Road Bridge, the Hunte Parkway couplet,
and SR-125.
. Coordinate with the City and SANDAG to develop several forecast traffic models for
the project based on the network scenarios. It is anticipated that up to eight (8) models
will be required.
. Review the models and verify proper land use and roadway network coding.
. Attend up to two (2) meetings with SANDAG.
Level of Service and Mitigation Analvsis
. Confirm the capacity of the study area roadways and prepare a daily (ADT) street
segment analysis for each scenario (up to 8).
. Evaluate the project-related (ADT) growth on the analyzed street segments.
. Determine which street segments are significantly impacted by the proposed project.
The project is assumed to consist of the composite mix of land uses proposed. Project
impacts by land use or location is not proposed.
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. Conduct limited intersection analysis focusing on the HeritagefMain intersection,
intersections affected by the potential removal of the SR-125/0tay Valley Road
interchange and the Hunte Park-way couplet removal. Up to six (6) intersections will
be evaluated.
. Forecast Year 2030 AMlPM peak hour volumes at the key intersections.
. Calculate the Year 2030 Level of Service (LOS) at each intersection.
. Determine the significant impacts at each. street segment and intersection.
. Compare the analysis results associated with the GP/GDP Amendment to the
approved General Plan.
. Compile a list of new and deleted significant impacts that would result from the
GP/GDP Amendment.
. Identify mitigation measures for each significant impact, which may include
intersection and/or signalization improvements, segment improvements, striping
modifications, the addition of auxiliary turn lanes, traffic control/limitations at site
access points, etc. This proposal assumes the recommended mitigation measures can
be adequately described within the text of the report.
. Conduct a freeway analysis for all scenarios, determine impacts and mitigation for up
to six (6) segments.
. Investigate the use of an Urban Level of Service.
. Investigate the reclassification of roadways to an Urban Arterial Class.
. Coordinate with the Applicants' traffic consultants.
Preparation ofthe Traffic Impact Studv
. Prepare a draft traffic impact study in report format that details all of the above-
mentioned items, analysis, findings and conclusions. The draft report will be suitably
documented with tabular, graphic and appendix materials. The draft traffic study will
be submitted for review by appropriate members of the project team.
. Provide up to three revisions of the Draft Traffic Study per City comments.
. Provide assistance in responding to traffic-related comments received during public
review of the Draft SEIR.
Air Quality Impact Report
RECON will update and supplement the air quality analysis prepared for the General Plan Update
EIR to reflect proposed changes. The analysis will consist of the following tasks:
. Determine the existing air quality conditions in the air basin based on the most receni
published data from the California Air Resources Board for nearby monitoring stations.
Review the federal, state, and local standards and regulatory review requirements.
. Calculate expected emissions for carbon monoxide, nitrogen oxides, and other criteria
pollutants using the URBEMIS 2007 computer model. Input parameters for the model
will be based on the land uses in the proposed GP/GDP Amendment and default
meteorological assumptions used for California urban areas.
. Complete a Caline carbon monoxide "Hot Spot" model for the intersections ofMain/La
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Media and MainlHeritage. Localized air effects from traffic on SR -125 will be based on
the environmental review conducted for the toll-way.
. Discuss the potential health risks associated with diesel particulate emissions from
vehicular traffic on area roads projected to carry more than 100,000 ADT. This
discussion will be based on the recommendations made by the California Air Resources
Board in April 2005. Air emissions modeling of diesel particulates is not anticipated.
. Prepare an air quality technical report that describes existing conditions, air quality
standards, the analysis methodology, and the results ofthe analysis. The report will also
identifY appropriate mitigation measures as required.
Noise Impact Analysis
RECON will update and supplement the noise analysis prepared for the General Plan Update EIR
to reflect proposed changes. The noise analysis will consist of the following tasks:
. Measure existing noise levels at locations along La Media, Heritage Road, Main Street,
SR-125 and East Lake Parkway. Measurement locations will be selected to provide an
understanding of the variability of noise levels from these roadways.
. Estimate future vehicular traffic noise levels using the Federal Highway Administration
(FHW A) Traffic Noise Model. The study will analyze noise caused by future traffic on
La Media, Main Street, Heritage Road, SR-125 and East Lake Parkway. The model will
be based on traffic volumes established by the traffic study prepared for the GP A, and
assuming flat site conditions. The results ofthe model will be expressed in community
noise equivalent levels (CNEL).
. Aircraft noise will be evaluated based on noise contours for Brown Field.
. The analysis will evaluate the adequacy of the mitigation outlined in the GPU EIR and
will identifY changes to those measures if needed. Noise thresholds provided in the
General Plan will serve as the basis for the determination of potential significant effects.
. Prepare a noise technical report that describes the study methods and results outlined
above and specifies any noise mitigation measures that may be needed.
Global Climate Change
Greenhouse gas (GHG) and global climate change (GCC) issues were not addressed in the GPU
EIR. To address GHG and GPU impacts from the proposed GP/GDP Amendment, the following
tasks will be completed.
. Develop an introductory discussion of global climate change including the most recent
information regarding the current understanding of the mechanisms behind global climate
change, greenhouse gas emissions, current conditions and trends, and the broad
environmental issues related to global climate change.
. Develop a discussion of current international and domestic legislation, plans, policies,
and programs pertinent to global climate change.
. Based on documents prepared by the California Air Resources Board and the California
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Attorney General's Office, discuss thresholds for evaluating the project's potential
contribution to global climate change, particularly in light of the goals specified in
Assembly Bill 32 (AB 32).
. Discuss the various protocols for assessing greenhouse gas inventories, such as the
greenhouse gas protocol developed by the World Resources Institute and the World
Business Council for Sustainable Development, and the California Climate Action
Registry General Reporting Protocol.
. Discuss potential changes in carbon storage on-site associated with modifications to the
existing land uses and habitats due to implementation of the project.
. Using Urbemis 2007, EMF AC2007, and other appropriate models, project greenhouse
gas emissions for the following sources associated with the proposed GSA:
o Projected traffic
o Projected energy consumptive use (natural gas and electricity) for the
proposed development
o Water delivery, processing, and wastewater treatment
o Solid waste disposal
. The focus will be on emissions of carbon dioxide, methane, and nitrous oxide.
Fluorinated greenhouse gases will also be considered, but their contribution from this
project to global climate change is anticipated to be negligible.
. Compare the projected greenhouse gas emissions to the significance thresholds and
provide a discussion of project features as they relate to the reduction of greenhouse gas
emissions. This discussion will include a review of the procedures currently in place in
the City of Chula Vista for the control of global climate change and evaluation of the
project in relation to current legislation, including SB 375. The evaluation will also
assess the whether the project would conflict with or obstruct the goals and strategies
identified in AB 32.
. Develop a discussion of the potential impacts on the proj ect due to external influences
caused by global climate change (e.g., rising temperatures and changes in rainfall
patterns).
. Recommend strategies for incorporation into the GP/GDP Amendment that will further
the AB 32 goals for GHG reduction relative to "business as usuaL" Strategies may
include options that consider site and building design, energy and water use, and solid
waste generation.
. Prepare a global climate change technical report and EIR section detailing the results of
the analyses and identifying mitigation recommendations. Mitigation may include
specific design feature recommendations for individual projects.
Sewer Study
. PBS&J will prepare a capacity analysis of the Salt Creek Tnmk Sewer. The capacity
analysis will include the following engineering services:
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. Attend one kick-off meeting to review grading and drainage plans and proposed sewer
conveyance.
· Review the 2005 Master Plan, including assumptions made for the General Plan Update
Capacity Evaluation for the Salt Creek Basin, and the Hydraulic Computer Model for Salt
Creek.
. Estimate the sewage generation from the GP/GDP Amendment.
. Review the existing hydraulic model and available capacity downstream of the Project.
Assess impacts of added flow capacity and determine probable system deficiencies and
proposed upgrades.
. Prepare new flow chart documenting existing and ultimate Metro Capacity needs.
· Prepare Draft section regarding Salt Creek Sewer impacts and Metro capacity needs for
inclusion in the RECON EIR.
Draft EIR Preparation
The Consultant shall prepare the first screen check Draft EIR for review by the City ofChula Vista.
In general, the Draft EIR and associated technical studies shall assemble all available data, originate
new studies and provide an assessment of the probable short- and long-term cumulative impacts of
the project. In addition, the Draft EIR shall provide an evaluation of all feasible mitigation measures,
which could be carried out to reduce or eliminate adverse impacts ofthe proposed project. The Draft
EIR, where appropriate and as directed by City staff, shall also analyze all feasible alternatives to the
project as proposed.
The Consultant shall prepare the EIR in the following format:
Table of Contents
Executive Summarv. This section provides an overview of the proposed project, and the key
conclusions set forth in the EIR regarding environmental impacts and mitigation measures. It
will summarize the background and need for the project, required discretionary actions, any
known areas of controversy, and the objectives and basic characteristics of the project. The
Executive Summary will identify and briefly discuss the environmental impacts associated with
implementation ofthe project (whether beneficial or adverse, significant or less than significant),
and will contain a summary analysis ofaltematives to the project. The Executive Summary will
also include a table identifying all of the issues evaluated, their impacts, corresponding
mitigation measures, and the level of impact significance after mitigation.
Introduction. This Section describes the purpose, scope and legislative authority of the EIR, the
intent ofCEQA and other pertinent environmental rules and regulations, and the environmental
review process. The section will also include the stmcture, required contents and relationship of
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the EIR to other potential responsible or trustee agencies. The EIR's relationship to previously
prepared documents, including the 1993 Program EIR for the Otay Ranch General Plan
Amendment (GPA)/General Development Plan (GDP)/SLlbregional Plan (SRP) and the 2005
Program EIR for the Chula Vista General Plan and Otay Ranch General Development Plan, will
be described.
Environmental Setting. This section will provide an overview of the environmental setting for
the project, including a description of physical conditions and natural resources in the project
vicinity and from a regional perspective. This section will also define the related projects and/or
growth factor assumptions used as the basis for the cumulative impact analyses.
Proiect Description. The scope of work for this section of the EIR will include the
following:
. Location and Boundaries: This subsection shall provide a description of the size,
boundaries, and location of the project at the local and regional level. Supporting
graphics will be provided.
. Statement of Objectives: This subsection shall define the objectives and underlying
purpose of the project. It is assumed that these objectives will be developed jointly
between the Applicants and the City and will most likely reflect planning, environmental,
and economic goals. The Statement of Project Objectives, in conjunction with an
identification of the Project's significant impacts, will provide the basis for selecting a
reasonable range ofproject alternatives to be evaluated within the EIR.
. Project Characteristics: This subsection shall provide an overview of the project and
describe its specific attributes. Project characteristics will be described based on the
detailed project description provided by the Applicants. This section will also state the
time frame for project construction and phasing, required discretionary actions and
approvals, agencies expected to use the EIR, and any federal, state or local environmental
review and consultation requirements related to the CEQA process.
Environmental Impact Analvsis. For each issue identified in the Initial Study, this section will
provide an analysis based on the following structure: Existing Environmental Setting,
Thresholds of Significance, Impacts, Level of Significance Prior to Mitigation, Mitigation
Measures, and Level of Significance after Mitigation. The assessment of environmental impacts
will be consistent with CEQA and the CEQA Guidelines (Section 15126). The following is an
overview of the technical approach proposed to address each environmental topic in the EIR:
Land Use: RECON will discuss the project impacts associated with proposed land use
modifications to Otay Ranch Villages 4, 7,8,9, and the University Site or portions thereof as
they relate to the adopted Chula Vista General Plan for the East Planning Area. Discussion of
the Chula Vista Multi-Species Conservation Plan (MSCP), Otay Ranch General
Development Plan (GDP) and Otay Ranch Management Plan (R1vlP) as they relate to land
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use will also be included. Land use impacts will be based upon the consistency of the
proposed project with the various planning documents. In addition, the compatibility ofthe
proposed project changes with neighboring land uses, including the Otay Landfill, will be
evaluated. This includes discussion of a proposed northerly realignment of Rock Mountain
Road/Main Street in Village 4, and changes to Heritage Road in Village 3 and La Media
Road in Village 8. The potential land use effects will be discussed for areas both within the
plan area as it relates to the future development, including the Town Center, and to regional
planning efforts for offsite areas to the south. An evaluation ofthe project in relation to SB
375 will be included. The Consultant shall:
. Describe and map existing land use and applicable plans and zoning for the site
and surrounding areas; and
. Summarize applicable local, regional, state and federal plans, policies,
regulations and guidelines; and
. Discuss land use compatibility associated with past and present site activities and
adjacent uses; and
. Define Thresholds of Significance for land use impacts; and
. Evaluate the project's consistency with applicable local, regional, state or federal
land use policies and programs; and
. Develop mitigation measures to address significant land use impacts.
Landform Alteration/Aesthetics: The SEIR will update the discussion of landform
alteration/aesthetics to address proposed changes within each of the affected Villages to
the extent that the changes represent a significant change in the nature of the visual
setting of the area and the extent to which it is compatible with neighboring uses.
Thresholds and mitigation requirements addressing scenic resources/vistas and visual
character relative to proposed changes, will be reviewed and updated for project
consistency. The Consultant shall:
. Describe relevant regulations, policies and guidelines governing views and aesthetic
considerations. As applicable, provisions of view ordinances, design guidelines, and
general plan and scenic highway plans will be summarized;
. Define Thresholds of Significance to determine impacts with respect to
aesthetics/views;
. IdentifY mitigation measures as appropriate for significant landform impacts.
Biological Resources: RECON will use biological resources analysis prepared for the 2005
General Plan Update EIR to address the proposed amendments. The GPU EIR will serve as
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the basis for the analysis. Consultant shall summarize the previous impacts to biological
resources and mitigation measures contained in both the City's General Plan Update (GPU)
Program EIR and Otay Ranch General Development Plan (Otay Ranch GDP) Program EIR
as they relate to the proposed project. Using data extrapolated from the current SANGIS
database (or another acceptable source to the City), Consultant will then update the previous
baseline vegetation conditions and evaluate the proposed project impacts against the previous
environmental determinations in light of the Chula Vista Multiple Species Conservation
Program (MSCP) Subarea Plan and other existing sources of information on biological
resources within the General Plan and Otay Ranch GDP amendment areas.
Traffic, Circulation and Access: This section of the EIR shall summarize the results of the
final Traffic Impact Analysis prepared by LLG, as described in Section 5 above. The fInal
Traffic Impact Analysis will be included as an appendix to the EIR.
Noise: This section of the EIR shall summarize the results of the final Noise Impact
Assessment prepared by the Consultant, as described in Section 5 above. The final Noise
Impact Assessment will be included as an appendix to the EIR.
Air Quality: This section of the EIR shall summarize the results of the Air Quality Impact
Analysis prepared by the Consultant, as described in Section 5 above, The final Air Quality
Report will be included as an appendix to the EIR.
Public Services and Utilities: This section of the EIR shall evaluate potential impacts on
public services and utilities. The Consultant shall consult with local service providers as
well as summarize the findings of other relevant approved planning documents and master
plans including, but not limited to, analyses from the 1993 Program EIR (90-01) for the Otay
Ranch GDP/SRP and the 2005 Program EIR for the General Plan Update, in order to
adequately define applicable thresholds of significance, evaluate the potential for impacts,
and identify feasible mitigation to fire protection (including EMS), police services, library
services, schools, recreational resources (parks, recreation and open space), water, sewer,
solid waste disposal, energy (gas and electricity), and telephone and cable services.
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Water Supply: RECON will update the Water Technical Report prepared by the City
of Chula Vista Planning and Building Department (April 2005) to reflect proposed
changes to the General Plan and the General Development Plan. This will include
contacting the Otay Water District and summarizing changes to their existing
facilities and their ability to provide water to the area that have occurred since the
completion ofthe report as they pertain to the proposed GP A area. The analysis will
include a projection of the current demand for water, and the project demands under
the adopted General Plan and the proposed amendments to the plan. The results of
the analysis will be included in the SEIR. The discussion will evaluate whether the
proposed GP A will require or result in the construction of new water treatment
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facilities or expansion of existing facilities, the construction of which could cause
significant environmental effects, whether new or expanded supplies would be
required to meet proj ected needs, and if the GP A would being inconsistent with the
Urban Water Management Plan prepared by the San Diego County Water Authority.
RECON will coordinate with Otay Water District in their preparation of a Water
Supply Assessment for the incremental increase in water demand over that
analyzed in the General Plan.
Wastewater: Based on the technical study prepared by PBS&J to address the Salt
Creek Trunk Sewer analysis, RECON will identify the impacts on the existing and
master-planned sanitary sewer system and recommend proposed upgrades.
Housing and Population: It is assumed that the Housing Element of the General Plan will not
be amended as part of the proposed GP/GDP amendment. The discussion of housing and
population issues will focus on the three thresholds provided in the GPU EIR. These include
(I) population growth, which is primarily a "growth inducing impact", (2) displacement of
existing housing and (3) displacement of people. Proposed land use changes would alter the
planned number of acres and distribution ofresidential, industrial, commercial, recreation
and open space land within the affected Otay Ranch Villages as compared to the adopted
plan. Impacts resulting from the adopted plan were found to be significant and unmitigable.
The proposed project is expected to result in a substantial increase in the number of
residential units within the Otay Ranch area as compared to the adopted plan.
Cumulative Impacts: The cumulative impact analysis will be based on the ".. . summary of
projections contained in an adopted general plan..." approach established by Section 15130
(b) (1) (B) ofthe State EIR Guidelines. For each issue, the cumulative effect ofthe proposed
GP/GDP amendment will be evaluated based on the GPU EIR. In addition, RECON will
discuss the Otay Mesa Community Plan update that is currently underway in the City of San
Diego. The extent to which the cumulative effects ofthat planning project will be addressed
depends upon the availability of information at the time the analysis is complete. It is
anticipated that the County of the San Diego's General Plan update will not be available in
time for this analysis. As such, RECON will use the existing County General PlanlSANDAG
RCP for the cumulative discussion.
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Growth Inducement: The SEIR will address growth-inducing effects. This section will
"discuss ways in which the proposed project could foster economic or population growth, or
the construction of additional housing, either directly or indirectly, in the surrounding
environment. Included are projects which would remove obstacles to population growth (for
example, a major expansion of a waste water treatment plant might allow for more
construction in service areas). Increases in the population might tax existing community
services facilities, requiring construction of new facilities that could cause significant
environmental effects."
Effects Found Not To Be Significant: In accordance with the CEQA Guidelines, the SEIR
will include a brief discussion of the statement of effects found not to be significant and,
therefore, not discussed in detail in the SEIR.
Significant Irreversible Environmental Changes: This section of the SEIR will discuss the
significant unavoidable impacts, if any, ofthe proposed project, including those that can be
mitigated but not reduced to below a level of significance. This section will also describe the
potentially significant irreversible changes that may be expected with development of the
project and addresses the use of nonrenewable resources during its construction and
operational life.
Alternatives: A reasonable range of alternatives will be included in the document. There will
be a no-project alternative consistent with CEQA requirements. A minimum of two other
land use alternatives will be included. RECON will work with the City to help define these
alternatives with the recognition that they will have to have the potential to reduce one or
more identified environmental impacts, consistent with CEQA requirements.
Draft SEIR Processing and Document Revisions
The Consultant shall prepare three (3) screen check draft EIRs prior to preparation of the public
review version ofthe Draft EIR. The second, third and public review copies of the Draft EIR will
incorporate comments received on prior versions of the reports. The Consultant shall prepare the
Notice of Availability for public review distribution. Preparation ofthe revised Draft SEIR will
involve the following.
. Attend up to 24 hours of meetings with City staff to address issues associated with the
Draft SEIR.
. Review comments on first submittal.
. Prepare revisions to the project description, issues of analyses.
. Prepare revisions to the cumulative impact analyses.
. Prepare revisions to the analysis of alternatives.
. Revise the draft Mitigation Monitoring and Reporting Program.
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Final EIR Preparation and Content
Upon completion of agency and public review, the Consultant will prepare written responses to all
letters of comment received. All comments received in response to the EIR will be. discussed with
the City staff, and an approach to the responses will be subject to City approval prior to preparation
of the draft responses. Draft responses to comments will be submitted to City staff for review. LLG
will assist in the preparation of responses to public comments on the traffic study. PBS&J will assist
in the preparation of responses to public comments on the sewer study. The Consultant will then
revise responses in accordance with City directions and will prepare an administrative Final EIR.
The Consultant will draft candidate Findings and a Statement of Overriding Considerations, if City
determines this to be necessary, for consideration by the decision-maker in certifYing the EIR. The
Findings will include all measures which would be implemented to mitigate potentially significant
impacts; a statement, as appropriate, that the project mitigation may be the responsibility of another
agency; and an evaluation of project alternatives and why each was found to be infeasible. A major
portion ofthe Findings will be compiled using information contained in the EIR. The Statement of
Overriding Considerations will present the social, economic or other reasons why the project should
be approved even though significant environmental impacts may result (i.e., why the project's
benefits override the environmental issues). These will be presented in draft form to the City, revised
as City determines to be necessary, and printed to accompany the Final EIR for review and
consideration by the City of ChuIa Vista, Plarming Commission, and ultimate adoption by the City
Council.
RECON will prepare a supplemental Final EIR that will include the EIR text with necessary
revisions requested by City staff or as a result of the public review process, letters of comment and
responses, the Findings and Statement of Overriding Considerations (if applicable), appendices, and
the Mitigation Monitoring and Reporting Program. Following review and approval of the responses
to letters of comment and any changes to the text of the document, the Consultant will prepare a draft
Final EIR for review by City staff. The Consultant will also prepare the Notice of Determination and
California Department ofFish and Game Fee Certification.
Preparation of the administrative Final SEIR will involve the following tasks:
. Attend up to 32 hours of meetings with City staff to address issues associated with the
Final SEIR.
. Prepare responses to comments received during public review. This task is based on an
estimate of25 comment letters or 150 individual comments. Should additional comments
be received or additional technical analysis is required to respond to those comments that
will be completed as an additional effort to this authorization.
. Based on the review by the City, RECON will revise the responses to comments and
produce the Final SEIR.
. Prepare CEQA draft Findings and Statement of Overriding Considerations. Information needed to
support the Findings/Statement of Overriding considers will be provided by the City.
7/24/09
Three-Party Agreement
Page 28
10-31
. Based on the review by the City, RECON will revise the response to comments and
produce the Final SEIR.
. Prepare a final Mitigation Monitoring and Reporting Program.
. Coordinate with applicant's SPA EIR consultant as necessary.
llleetinf!s and Hearinf!s
The Consultant's work efforts will involve on-going project management to include regular
coordination with City staff and project team members. The Consultant's project manager will meet
with City staff as requested to discuss the EIR progress and issues as they arise. The meeting hours
noted above include RECON's attendance at the following meetings and hearings.
. One (1) project initiation meeting
. One (1) project workshop
. One (1) scoping meeting
. One (1) Planning Commission public hearing to close public review of the DEIR;
. One (I) Planning Commission hearing on the FEIR and related environmental documents;
and
. One (1) City Council Hearing on the FEIR and related environmental documents.
In addition, upon request ofthe City, LLG shall be available to attend project status meetings, project
briefings, and City Council meetings, and shall be responsible for assisting with the preparation of
materials for those meetings. LLG will be responsible for attending the following meetings:
. One (1) project initiation meeting with the City, Applicants(s), and others determined by City
staff;
. One (I) project workshop;
. One (I) scoping meeting;
. Two (2) coordination meetings with the City,
. One (1) Planning Commission public hearing to close public review of the DEIR;
. One (I) Planning Commission hearing on FEIR; and
. One (I) City Council meeting on FEIR
Deliverables
Screen check Initial Study and Notice of Preparation
. Five (5) copies of the Screen check Initial Study and Notice of Preparation will be provided
to the City. The Screen check Initial Study and Notice of Preparation shall be prepared in
Microsoft Word 2000.
. Following receipt of comments on the First Screen check Initial Study and Notice of
Preparation, five (5) copies of the Final Initial Study and Notice of Preparation will be
provided to the City. The Final Initial Study and Notice of Preparation shall be prepared in
Microsoft Word 2000.
Three-Party Agreement
7/24/09 Page 29
10-32
Technical Studies
The Consultant shall provide the following technical studies to the satisfaction of the City's
Environmental Review Coordinator:
. Traffic Impact Analysis - five (5) copies
. Air Quality Assessment- five (5) copies
. Global Climate Change Assessment - five (copies)
. Noise Assessment- five (5) copies
. Sewer Study - five (5) copies
Screen check Draft EIR
. Twenty-five (25) total copies of the First Screen check Draft EIR and ten (10) copies of
Technical Appendices, in three-ring binders will be provided to the City. The First Screen
check Draft EIR shall be prepared in Microsoft Word 2000 and shall be printed at 1.5
spacing. Appendices shall be single-spaced.
. Following receipt of comments on the First Screen check Draft EIR by City staff, Consultant
will make the required revisions and provide twenty (20) total copies of the Second Screen
check Draft EIR and ten (10) copies of Technical Appendices in three-ring binders. The
Second Screen check Draft EIR shall be prepared in Microsoft Word 2000 and shall be
printed at 1.5 spacing. Appendices shall be single-spaced.
. Following receipt of comments on the Second Screen check Draft EIR by City staff,
Consultant will make the required revisions and provide five (5) total copies of the Third
Screen check Draft EIR, first draft MMRP and Technical Appendices in three-ring binders.
The Third Screen check Draft EIR shall be prepared in Microsoft Word 2000 and shall be
printed at single spacing. Appendices shall be single-spaced.
Public Review Draft EIR
. Following City staff review of the Third Screen check EIR, Consultant will make the
required revisions and prepare the document for public review. Thirty (30) total copies of the
Draft EIR, MMRP and ten (10) Appendices, including twenty (20) copies ofthe documents
in three-ring binders and one-hundred (100) copies of the document on Compact Disk (CD)
will be provided to the City. CDs submitted to the City shall be accompanied by 20 hard
copies of the Executive Summary with a pouch to hold the CDs. RECON will prepare the
Notice of Completion for the City, and the City will handle the public review distribution.
. Consultant shall prepare Draft Candidate CEQA Findings of Fact and, if necessary, a
Statement of Overriding Considerations for review by City of Chula Vista staff and legal
counsel after distribution ofthe Draft EIR for public review. Consultant shall submit five (5)
Three-Party Agreement
7/24/09 Page 30
10-33
copies of the draft Candidate Findings of Fact and Statement of Overriding Considerations
with the draft responses to comments.
Final EIR
. Following the close of public review, Consultant shall meet with City staff to discuss
comments received. Following consultation with City staff, Consultant shall provide draft
responses to comments received during public review.
. Consultant shall prepare a Screen check Final EIR. The Screen check Final EIR will include
corrections and additions to the DEIR and technical reports, if appropriate; a draft Mitigation
Monitoring and Reporting Program (MMRP); a list of persons, organizations, and public
agencies commenting on the DEIR; comments and responses on the DEIR; and, DEIR
comment letters and hearing testimony. Consultant shall submit five (5) copies ofSFEIR to
the City for review by City of Chula Vista staff.
. Upon City staff's approval of the SFEIR, Candidate CEQA Findings of Fact and, if
necessary, Statement of Overriding Considerations, Consultant will prepare a Final EIR,
MMRP, Appendices, Candidate CEQA Findings of Fact and Statement of Overriding
Considerations (if applicable). Consultant will provide thirty total (30) copies including ten
(10) in three-ring binders, and ten (10) copies on CD ofthe Final EIR, MMRP, Appendices,
and Candidate CEQA Findings of Fact and Statement of Overriding Considerations (if
applicable).
6. Schedule, Milestone, Time-Limitations within which to Perform Services.
Date for Commencement of Consultant Services:
( X ) Same as Effective Date of Agreement
Dates or Time Limits for Delivery of Deliver abIes (Screen check technical reports assume two
sets of revisions to address City comments. Final technical reports shall adequately address all
City comments, sununarize existing and future conditions analyses, and provide appropriate text,
tables, and graphics for use in the EIR document):
. Provide Screen check Notice of Preparation August 24, 2009
. Final Notice of Preparation: Two (2) days after receipt of City comments on
Screen check Initial Study and Notice of Preparation.
. Final Traffic Impact Assessment - December 9, 2009.
. Final Air Quality Report and GHG Report - December 9, 2009
. Final Noise Impact Assessment - December 9, 2009.
. First Screen check Draft EIR, MMRP and Technical Appendices - November
23,2009
Three.Party Agreement
7/24/09 Page31
10-34
. Second Screen check Draft EIR, MMRP and Technical Appendices - January
8,2010.
. Third Screen check Draft EIR, MMRP and Technical Appendices - February
19,2010.
. Public Review Draft EIR, MMRP and Technical Appendices - March 12,
2010.
. First Draft Findings and Statement of Overriding Considerations, if
applicable - April 13, 2010.
. First Draft Responses to Comments received during public review - May 12,
2010.
. SCFEIR including corrections and additions to the DEIR; final technical
reports; MMRP; a list of persons, organizations, and public agencies
commenting on the DEIR; comments and responses on the DEIR; and, DEIR
comment letters and hearing testimony - June 16,2010.
. Final EIR for public hearing including final responses to comments, Findings
and Statement of Overriding Consideration - One (1) week after receipt of
City comments on Screen check Final EIR.
Dates for completion of all Consultant services: Date of City Council final action on
environmental documents, or completion of all tasks to the satisfaction of the City's Director of
Planning and Building, whichever is later.
7. Documents to be provided by Applicants to Consultant:
(x) site plans () grading plans 0 architectural elevations (x) proj ect description 0 biological
technical reports addressing on- and off-site resources 0 water / sewer studies 0 geotechnical
reports addressing on- and off-site resources 0 wat.er quality technical report addressing on-
and off-site resources.
(x ) other: General Plan and General Development Plan Amendment text and graphics
needed from both applicants.
8. Contract Administrators.
City:
Stephen Power AlCP
Principal Planner
Public Services Building 200
276 Fourth Avenue
Chula Vista, CA 92010
Tel: (619) 409-5864
7124109
Three-Party Agreement
Page 32
10-35
Applicant:
Otay Land Company LLC
1903 Wright Place, Suite 220
Carlsbad, CA 92008
(760) 918-8200
Consultant:
RECON
1927 Fifth Avenue
San Diego, CA 92101-2358
9. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code:
7/24/09
( X) Not Applicable. Not an FPPC Filer.
( X) Not Applicable. Not an FPPC Filer.
( )
Category No. 1.
( )
Category No.2.
( )
Category No.3.
( )
Category NO.4.
( )
Category No.5.
Investments and sources of income.
Interests in real property.
Investments, interest in real property and sources of income
subject to the regulatory, permit or licensing authority
of the department.
Investments in business entities and sources of income which
engage in land development, construction or the
acquisition or sale of real property.
Investments in business entities and sources of income of the .
type which, within the past two years, have contracted
with the City ofChula Vista (Redevelopment Agency)
to provide services, supplies, materials, machinery or
equipment.
Three-Party Agreement
Page 33
10-36
( )
Category No.6.
Investments in business entities and sources of income ofthe
type which, within the past two years, have contracted
with the designated employee's department to provide
services, supplies, materials, machinery or equipment.
( )
Category No. 7.
Business positions.
10. Insurance Requirements:
(x) Commercial General Liability: $1,000,000.
(x) Automobile Liability: $1,000,000.
(x) Worker's Compensation: Statutory
(x) Employer's Liability: $1,000,000.
(x) Errors and Omissions Liability: $2,000,000.
7/24/09
Three-Party Agreement
Page 34
10-37
Exhibit B
Additional Recitals
2.7. Applications for a General Plan Amendment and General Development Plan Amendment were
submitted to the City ofChuia Vista on March 3,2009; and
2.8. The preparation of an EIR is accordance with the provisions of the California Environmental
Quality Act (CEQA) is a necessary component of the General Pian, and General Development process; and
2.9. RECON has acquired an in-depth knowledge ofChuia Vista General Plan-related environmental
issues through their preparation of the 2005 General Plan Update EIR and associated baseline studies; and
2.10. RECON's comprehensive familiarity with the Chula Vista General Plan and General Plan study
area, coupled with the knowledge gained through their preparation of the General Plan Update EIR and
associated baseline/technical studies, makes RECON uniquely qualified to serve as the Consultant for this
proj ect; and
2.11 The consultant warrants and represents that they are experienced and staffed in a manner such
that they are and can prepare and deliver the services required of Consultant to City within the timeframes
herein provided all in accordance with the terms and conditions of this Agreement, and that time is of the
essence; and
2.12. The Environmental Review Coordinator has negotiated the details of this agreement in
accordance with the Environmental Review Procedures set forth in the Emironmental Review Procedures and
in Section 2.56 of the Chula Vista Municipal Code;
2.13. The Applicant has deposited or will deposit funds for the consulting services necessary for the
preparation of the environmental documents;
2.14. The proposed contract with RECON to provide consultant services would be in an amount not to
exceed $388,400 with an additional $97,100 for additional services should they be necessary.
(End of Recitals)
7/24/09
Three-Party Agreement
Page 35
10-38
Exhibit C
Compensation Schedule and Deposit: Terms and Conditions.
( X) Single Fixed Fee Arrangement.
For performance of all of the General and Detailed Services of Consultant as herein required,
Applicants shall pay a single fixed fee in the amounts and at the times or milestones set forth below:
(x) Single Fixed Fee Ainount: $388,400
Milestone or Event Amount or Percent
of Fixed Fee
1. Signing 0 f this agreement by all parties and upon the $58,260 (15%)
request ofthe Consultant.
2. Submittal of First Screen check Environmental $135,940 (35%)
Document*
3. Submittal of Second Screen check Environmental $38,840 (10%)
Document**
4. Commencement of Public Review $58,260 (15%)
5. Completion of Final Environmental Document $58,260 (15%)
6. Completion of All Remaining Tasks as outlined in $38,840 (10%)
Exhibit "A" to this Agreement (retention)
Subtotal $388,400
7. 25% Contingency Fee*** (for additional work if
requested by the applicant, and agreed to by the City, $97,100
pursuant to Section 3.2.1)
Total Fixed Fee Amount $388,400
*
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 satisfaction of the
Environmental Review Coordinator. Payment shall not be made until the City's Environmental
Review Coordinator 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 Environmental Review Coordinator. Payment
shall not be made until the City's Environmental Review Coordinator determines that a complete
second screen check document has been submitted.
7/24/09
Three-Party Agreement
Page 36
10-39
***
Pursuant to Section 3.2.2 ofthis Agreement, the Environmental Review Coordinator 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 ($388,400).
( ) Phased Fixed Fee Arrangement.
For the performance of each phase or portion of the General and Detailed Services of
Consultant as are separately identified in Exhibit C, under the category labeled "Phased Fixed Fee
Arrangement", Applicant shall pay the fixed fee associated with each phase of Services, in the
amounts and at the times or milestones set forth herein below ("Phase Fixed Fee Arrangement").
Consultant shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless Applicants shall have issued a notice to proceed to Consultant as to
said Phase.
Fee for Phase'
Said Phase
( ) Time and Materials
For performance of the General and Detailed Services of Consultant as herein required,
Applicants shall pay Consultant for the productive hours oftime and material spent by Consultant in
the performance of said Services, at the rates or amounts set forth herein below according to the
following terms and conditions:
( ) 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 the
General and Detailed Services herein required of Consultant for $
including all Materials, and other "reimburseables" ("Maximum Compensation").
( ) 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 Council. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense.
7/24/09
Three-Party Agreement
Page 37
10-40
Rate Schedule
Category of Employee Emvlovee Name Hourly Rate
Principal Charly Bull $178.00
Principal, Senior Project Manager Bobbi Herdes $178.00
Principal, Air QualityfNoise Dave Gottfredson $178.00
Senior Planner Donna Steel $146.00
Senior Planner Lori Spar $146.00
Senior Biologist Gerry Scheid $146.00
Senior Biologist Wendy Loeffler $146.00
Archaeologist, Associate Jackson Underwood $119.00
Archaeologist, Analyst Harry Price $99.00
Associate Environmental Planner Karen Bowling $119.00
Associate Environmental Planner Lisa Lind $119.00
Environmental Analyst Lance Unverzagt $99.00
Environmental Analyst Matt Joseph $99.00
Assistant, Air QualityfNoise Jesse Fleming $84.00
Assistant Biologist Beth Proscal $84.00
Assistant Biologist Anna Bennett $84.00
Research Assistant Daniela Fromer $73.00
Research Assistant Colin Water $73.00
GIS Specialist Sean Bohac $78.00
Graphic Designer Vince Martinez $78.00
Production Specialist II Linda Evans $59.00
Production Specialist I Gre2: Kazmer $52.00
The assignment and time allotment of principals working on the EIR shall be as follows:
Attend meetings and hearings Attend meetings and hearings
Provide technical support for
air, noise and global climate
change issues
Provide technical oversi ht and direction
127 hours 255 hours
66 hours
*Other individuals from the Consultant firm may be substituted in place ofthe names listed solely at
the discretion of the City's Environmental Review Coordinator.
( ) Hourly rates may increase by 6% for services rendered after
7/24/09
Three-Party Agreement
Page 38
10-41
Materials Separately Paid For by Applicant ~
( ) Materials
Reports
Copies
( ) Travel
( ) Printing
( ) Postage
( ) Delivery
( ) Long Distance Telephone Charges
(X) Other -SANDAG Model Run Fees
Cost or Rate
NA
NA
NA
NA
NA
NA
NA
Deposit
(X) Deposit Amount: $58,260. The remaining contract balance of$330,140 shall be deposited
incrementally in accordance with milestone payments noted in Exhibit "C" and as follows:
$135,940 paid to the City 30 days prior to tbe completion of Milestone No.2; $38,840 paid
to the City 30 days prior to completion of Milestone No.3; $58,260 paid to the City 30 days
prior to the completion of Milestone No.4; $58,260 paid to the City 30 days prior to the
completion of Milestone No.5; $38,840 paid to the City 30 days prior to the completion of
Milestone No.6. Applicant further agrees to deposit within 10 days a sum estimated to be up
to $97,100 (contingency fee) for additional services if such services are requested pursuant to
Section 3.2.1 or Section 3.2.2.
(X) Use of Deposit to Pay Consultant.
Notwithstanding the sole duty and liability of Applicant to pay Consultant, ifthis paragraph is
"checked", upon City's receipt of billing by Consultant, and determination by City in good faith that
Consultant's billing is proper, a judgment for whicb Applicant agrees to hold City harmless and
waive any claim against City, City shall pay Consultant's billing from the amount of the Deposit. If
Applicant shall protest the propriety of a billing to City in advance of payment, City shall consider
Applicant's protest and any evidence submitted prior to the due date for the payment of said bill by
Applicant in making its good faith determination of propriety.
() Use of Deposit as Security Only; Applicants to Make Billing Payments.
Upon determination by City made in good faith that Consultant is entitled to compensation
which shall remain unpaid by Applicant 30 days after billing, City may, at its option, use the Deposit
to pay said billing.
(X) Bill Processing:
A Consultant's Billing to be submitted for the following period of time:
Three-Party Agreement
Page 39
7/24/09
10-42
( ) Monthly
( ) Quarter! y
(X) Other: Milestone
B. Day of the Period for submission of Consultant's Billing:
( ) First ofthe Month
( ) 15th Day of each Month
( ) End of the Month
(X) Other: Upon Completion of Milestone
C. City's Account Number: To be assigned after agreement is processed.
D. Security for Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other Security:
Type:
Amount: $
(X) Retention. Ifthis 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, the following Retention
Percentage until the City determines that the Retention Release Event, listed
below, has occurred:
( ) Retention Percentage: 10%
( ) Retention Amount: $
Retention Release Event:
(X) Completion of All Consultant Services to the satisfaction ofthe
Environmental Review Coordinator.
( ) Monthly
( ) Quarterly
(X) Other: In accordance with the_milestones provided herein.
B.
Day of the Period for submission of Consultant's Billing:
( ) First of the Month
( ) End ofthe Month
(X) Other: Upon completion of the milestones identified herein.
Three-Party Agreement
Page 40
7/24/09
10-43
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NOTES
r. All BEARINGS SHo.fiN ARE pm R.0.s.
155G-I. REco.RDED J/9/2000, AS fiLE
NO.. 2000-120683. IN THE COUNTY Of'
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VICINITY MAP
AREA TOTALS
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TOTAL
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1 SAN DIEGD'-OTA Y PIPEliNE: RIGHT OF WA Y. AS SHOiiN IN DEED SOOK 51J7. PA GE 4$3. RECORDED 7/14/15123 &: DEED
SOOK 5518, PAGE 54. RE:CDROEDU/20/15IIZ
. 2 SOUTH SAN DIEGO RESERVOIR. PORTlOll OF LOT 28 &- 27 GRANTED ro THE CITY OF SAN DIEGO IN DEED RECORDED
8/2::;/1972 UNDE:R fiLE/l'AGE NO. 2222672. OFFICIAL RECORDs..
J SAN DIEGD'-CQRo.NADO PIPELINE RIGHT OF WA Y, AS SHOiiN IN DEED Bo.OK 570. PAGE: 113. RECORDED 5/2-1/1912.
4' PARCEL J IN AMENDED Co.MPLAINT IN CONo.EMNAlIo.N CIVIL NO. 79-09o.7-N, RECORDED IN THE OFFICE OF lifE
COUNTY RECORDER CF SAN DIEGO COUNTY. JANUARY 15. 1980. AS DOCUMENT NO. 80-/J7851
OLC PARCEL 'C-ITEMS
5 PORno.N o.F LOT 17. Co.NVEYED TO. THE SOUllltJ/N CAliFo.RNlA MOUNTAIN WA7m COMPANY, BY DEED DATED APRIL
11, 1912, AND RECORDE:D JUNE 24. 1912 IN BOOK 570. PACE 113 OF DEEDS. OFF1C1AL RECDRDS,
6' ?ARCEL 320.18-1, A Po.R7Io.NoFLOTS 17& 18 OF OTA YRANCHo.lN THEClTYo.FCHULA vrSTA, COUNTY OF SAN
DIEGO. GRANTED TO. lifE STA iE OF CAliFORNIA IN DEED RECORDED 9/1/2005 UNDER DOG. NO. 2005-0/59298.
7 POR170N OF LOT 16 CON,F'rW TO llIE Co.UNT'( OF SAN DIEGO IN DEED RECORDED 2/28/2006 AS DOC. NO.
2006-0139662.
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SUI!E 300
SAN M..AR.COS, CA 92069
760.691.3200
OWNERSHIP EXHIBIT
LOTS 16, 17,18, RANCHO OTAY
COUNTY OF SAN DIEGO
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DA TE.- 04 10 2008
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DRA'MI y. 58
SHEET: J OF J
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA
W AWING THE FOR.1\I!AL BIDDING PROCESS At'ID APPROVING A THREE-
PARTY AGREEMENT BETWEEN THE CITY OF CHULA VISTA, RECON
(CONSULTANT), AND OTAY LAND COMPANY LLC (APPLICANT), FOR
CONSULTING SERVICES RELATED TO THE PREPARATION OF AN
ENVIRONMENTAL IMPACT REPORT (ErR) FOR THE UNNERSITY
VILLAGES GENERAL PLAN AMENDMENT, AND OTA Y RANCH
GENERAL DEVELOPMENT PLAN AMENDMENT AND AUTHORIZING THE
MAYOR TO EXECUTE SAID AGREEMENT
WHEREAS, the Applicant has deposited or will deposit an initial SlUU for the consulting
services necessary for the preparation of the Environmental Impact Report for the University
Villages Project; and
WHEREAS, it was determined by the Director of Planning and Building that staff has
neither the available time or expertise to perform the subject work; and
WHEREAS, pursuant the California Environmental Quality Act (CEQA) the Environmental
Review Coordinator has determined that the proposed project requires the preparation of an EIR;
and
WHEREAS, RECON has acquired a unique in-depth knowledge of Chula Vista General
Plan-related environmental issues through their preparation of the 2005 General Plan Update EIR
and associated baseline studies; and
'WHEREAS, RECON's comprehensive familiarity with the Chula Vista General Plan and
General Plan study area, coupled with the knowledge gained through their preparation of the
General Plan Update EIR and associated baseline studies, makes RECON uniquely qualified to
serve as the Consultant for this project; and
WHEREAS, the City Council finds that the City's competitive bidding requirements as
applied to this contract would be impractical for the reasons stated herein and hereby waives the
competitive bidding process; and
WHEREAS, the consultant warrants and represents that they are experienced and staffed in
a manner such that they can prepare and deliver the services required of Consultant to City within
the timeframes provided all in accordance with the terms and conditions of the agreement; and
WHEREAS, the Environmental Review Coordinator has negotiated the details of the
agreement in accordance with applicable procedures set forth in Section 6.5.2 of the Environmental
Review Procedures.
10-47
NOW THEREFORE BE IT RESOLVED that the City Council of the City of Chula Vista
does hereby approve a Three-Party Agreement between the City of Chula Vista, RECON and Otay
Land Company LLC, for consulting services related to the preparation of an Environmental Impact
Report (EIR) for the University Villages General Plan Amendment and Otay Ranch General
Development Plan Amendment.
BE IT FURTHER RESOLVED that the Mayor of the City ofChula 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 Deputy City Manager/
Development Services Director
B
~t1.
10-48
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORNI BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Dated: "7 ~ 2- f' - (:/ f
THREE PARTY AGREEMENT BETWEEN
CITY OF CHULA VISTA AND
RECON CONSULTANT AND
OTAYLAND COMPAL'NLLC (APPLICANT)
FOR CONSULTING WORK TO BE RENDERED
WITH REGARD TO APPLICANT'S PROJECT
10-49
Three-Party Agreement Between
City of Chula Vista,
RECON Consultant, and
Otay Land Company LLC (Applicant),
For Consulting Work to be Rendered with Regard to Applicant's Project
I Parties.
This Agreement is made as of the reference date set forth in Exhibit A, for the purposes of
reference only, and effective as of the date last executed by the parties hereto, betWeen the City of
Chula Vista ("City") herein, a municipal corporation of the State of California, the person designated
on the attached Exhibit A as "Consultan!", RECON whose business form and address are indicated
on the attached Exhibit A, and the persons collectively designated on the attached Exhibit A as
"Applicant", whose business form and address are indicated on the attached Exhibit A, and is made
with reference to the following facts:
2. Warranties and Reoresentations.
2. I.. Applicant warrants that Applicant is the owner ofland ("Property") co=only known
as, or generally located as, described on Exhibit A, Paragraph I, or has an option or other entitlement
to develop said Property..
2.2. Applicant desires to develop the Property with the Project described on Exhibit A,
Paragraph 2, and in that regard, has made application ("Application") with the City for approval of
the plan, map, zone, or other permits ("Entitlements") described on Exhibit A, Paragraph 3.
2 3. In order for the City to process the Application of Applicant, Work of the general narme
and type described in Exhibit A, Paragraph 4, ("Work") will need to be completed.
2.4. City does not presently have the "in-house" staff or resources to process the application
within the time frame requested for review by the Applicant.
2 5. This agreement proposes an arrangement by which Applicant shall retain, and be liable
for the costs of retaining, Consultant, who shall perform the services required of Consultant by this
Agreement solely to, and under the direction of; the City.
26 The Applicant and City have entered into a University Villages/Otay Ranch Project
Staffing and Processing Agreement on June 23, 2009, ("Processing Agr'eement") for the retention of
professional staff by the City for processing the Entitlements for the Property Notwithstanding
however, Applicant acknowledges and agrees that the provisions of this Agr'eement with respect to
the payment onhe Consultant shall supersede any provisions onhe Processing Agreement pertaining
to the payment of services for professional staff.
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2.7. On April 15, 2008, the City and Applicant entered into a Land Offer Agreement ("LOA")
which sets forth the terms and conditions for Applicant's conveyance and the City's acceptance of
certain real property described within the LOA
2 8 Additional facts and circumstances regarding the background for this agreement are
set forth on Exhibit B.
3 Agreement
NOW, THEREFORE, II IS MUTUALLY AGREED TO AND BETWEEN THE CITY,
CONSULTANT, AND APPLICANT AS FOLLOWS;
3.1 Employment of Consultant bv Applicants
Consultant is hereby engaged by the Applicant, not the City, and at Applicant's sole cost and
expense, to peJform to, and for the primary benefit of; City, and solely at City's direction, all of the
services described on the attached Exhibit A, Paragraph 4, entitled "GeneJ.al Nature of Consulting
Services", ("General Services"), and in the process of performing and delivering said General
Services, Consultant shall also perform to and for the benefit of City all of the services described in
Exhibit A, Paragr.aph 5, entitled "Detailed Scope of Work", ("Detailed Services"), and all services
reasonably necessary to accomplish said GeneI1I1 Services and Detailed Scope of Work, and shall
deliver such documents required ("DeliveI1Ibles") herein, all within the time frames herein set forth,
and in particular as set forth in Exhibit A, Paragraph 6, and ifnone are set forth, within a reasonable
period oftime for the diligent execution of Consultant's duties hereunder. Consultant understands
and agr.ees that time is of the essence for this Agreement
The Consultant does hereby agree to perform said General and Detailed Services to and for
the primary benefit of the City for the compensation herein fixed to be paid by Applicant
In delivering the General and Detailed Services hereunder, the Consultant shall do so in a
good, professional manner consistent with that level of care and skill ordinarily exercised by
members ofthe profession currently practicing under similar conditions arrd in similar locations, at
its own cost and expense except for the compensation and/oneimbursement, ifany, herein promised,
arrd shall furnish all of the labor, technical, administrative, professional and other personnel, all
supplies and materials, machinery, equipment, printing, vehicles, transportation, office space and
facilities, calculations, and all other mearrs whatsoever, except as herein otherwise expressly
specified to be furnished by the City or Applicant, necessary or proper to perform and complete the
work and provide the Services required of the Consultant
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32. Compensation of Consultant
Applicant shall compensate Consultant for all services rendered by Consultant withoUl regard
to the conclusions reached by the Consultant, and according to the terms and conditions set forth in
Exhibit C adjacent to the goveming compensation relationship indicated by a "checkmark" next to
the appropriate arrangement, by paying said amount to the City, within 30 days of 12onsultant's
billing, or in accordance with the secUlity deposit provisions of Paragraph 3 3 ofthisAgreement and
Exhibit C, if checked, and upon receipt of such payment by the City, City shall promptly, pay said
amount to the Consultant in accordance with the Bill Processing provisions in Exhibit C, if checked
City is merely acting in the capacity as a conduit for payment, and shall not be liable for the
. compensation unless it receives same from Applicant. Applicants shall not make any payments of
compensation or otherwise directly to the Consultant
3..2.1. Additional Work Ifthe Applicant, with the conCUlTence of City, determine
that additional services ("Additional Services") ar'e needed from Consultant of the type Consultant
is qualified to render or reasonably related to the Services Consultant is otherwise required to
provide by this Agreement, the Consultant agrees to provide such additional services on a time and
materials basis paid for by Applicant at the rates set fOlth in Exhibit C, unless a separate fixed fee is
otherwise agreed upon in writing for said Additional Work between the parties.
3.22. In the event that the City shall determine that additional work is required to be
performed above and beyond the scope of work herein provided, City will consult with Applicant
regarding the additional WOlk, and if thereupon the Applicant fails onefuses to arrange and pay for
said Additional Services, the City may, at its option, suspend any further processing of Applicant's
Application at which time the force majeure provisions of the LOA shall be applied until the
Applicant deposits the City's estimate of the costs of the additional worK which the City determines
is or may be required. Applicant shall pay any and all additional costs for the additional work
1.2.3. Reductions in Scope of Work. City may independently, or upon request from
Consultant, from time to time reduce the Services to be performed by the Consultant under this
Agreement. Upon doing so, City and Consultant agr'ee to meet in good faith and confer for the
purpose of negotiating a corTespondingreduction in the compensation associated with said reduction
Upon failure to agree, the Fixed Fee may be unilaterally reduced by the City by the amount oftime
and materials budgeted by Consultant for the Services deleted.
3.3. Securitv for Payment of Compensation bv Applicant..
33..1. Deposit. As security for the payment of Consultant by Applicant, Applicant
shall, upon execution of this Agreement, deposit the amount indicated on Exhibit C as "Deposit
Amount" with the City, as trustee for Consultant, the conditions of such trust being as indicated on
Exhibit C and as herein below set forth:
3 3 I I Other Terms of Deposit T lUst.
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3.3 1 1.1. City shall also be entitled to retain from said Deposit all
costs incuned oy City for which it is entitled to compensation by law or under the terIDS of this
agreement
3 J LI2 All interest eamed on the Deposit Amount, if any, shall
accrue to the benefit of; and be used for, I lUst purposes. City may, in lieu of deposit into a separate
bank: account, separately account for said deposit in one or more of its various bank accounts, and
upon doing so, shall proportionately distnbute to the Deposit Trust, the average interest earned
during the period on its general fund
3 J.I 1.3 Any unused balance of Deposit Amount, including any
unused interest earned, shall be returned to Applicant not later than 30 days after the termination of
this Agreement and any claims resulting therefrom.
3.3.1.1.4. Applicant shall be notified within 30 days after of the use of
the Deposit in any manner. Nothing herein shall invalidate use of the Deposit in the manner herein
authorized..
3 J.I 1.5 At such time as City shall reasonably determine that
inadequate funds remain on Deposit to seCUle future compensation likely due Consultant or City,
City may make demand of Applicant to supplement said Deposit Amount in such amount as City
shall reasonably specify, and upon doing so, Applicant shall, within 30 days pay said amount
("Supplemental Deposit Amount") to City. Said Supplement Deposit Amount or Amounts shall be
governed by the same terms of trust governing the original Deposit
3.3 2. Withholding of Processing In addition to use of the Deposit as secwity, in
order to secure the duty of Applicant to pay Consultant for Services rendered under this agreement,
City shall be entitled to withhold processing of Applicant's Application upon a breach of Applicant's
duty to compensate Consultant and in such event the force majeure provisions of the LOA shall
apply.
4 Non-Service Related Duties of Consultant.
4..1 Insurance.
Consultant represents that it and its agents, staff and subconsultants employed by it in
connection with the Services required to be rendered, ar'e protected against the risk ofloss by the
following insurance coverages, in the following categories, and to the limits specified, policies of
which are issued by Insurance Companies that have aBest's Rating of "A, Class V" or better, or shall
meet with the approval of the City:
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4.1 1. Statutory WOlker's Compensation Insurance and Employer's Liability
Insurance coverage in the amount set fOlth in the attached Exhibit A, Paragraph 10.
41.2. Commercial General Liability Insurance including Business Automobile
Insurance coverage in the amount set forth in Exhibit A, Paragr.aph 10, combined single limit applied
separately to each proj ect away from premises owned or rented by Consultant, which names City and
Applicant as an Additional Insured, and which is primaIyto any policy which the City may otherwise
carry ("Primary Coverage"), and which treats the employees of the City and Applicant in the SaIne
manner as members of the general public ("Cross-liability Coverage")..
4 1.3 _ Enol'S and Omissions insurance, in the amount set forth in Exhibit A,
Paragraph 10, unless Eners and Omissions coverage is included in the General Liability policy.
42.. Proof of Insurance Coverage.
42 1. Certificates of Insurance Consultant shall demonstrate proof of coverage
herein required, prior to the commencement of services required under this Agr.eement, by delivery
of Certificates of Insurance demonstrating SaIne, and further indicating that the policies may not be
canceled without at least thirty (30) days written notice to the Additional Insmed
4.2 2 Policy Endorsements Required. In order to demonstrate the Additional Insured
Coverage, Primary Coverage and Cross-liability Coverage required under Consultant's Commercial
General Liability Insmance Policy, Consultant shall deliver a policy endorsement to the City and
Applicant demonstrating same..
43 Public Statements_
All public statements and releases to the news media shall be the responsibility of the City
and the Applicant The Consultant shall not publish or release news items, aItic1es or present lectmes
on the Project, either dming the course of the study or after its comp letion, except on written
conClUrence ofthe City and Applicant
4.4. Communication to Applicant
Consultant shall not communicate dir.ectlyto the Applicant except in the presence ofthe City,
or by writing an exact copy of which is simultaneously provided to City, except with the express
consent of City The Consultant may request such meetings with the Applicant to ensure the
adequacy of services perfoimed by Consultant
5. Non-Compensation Duties onhe Applicant
5 I Documents Access.
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The Applicant shall provide to the Consultant, through the City, for the use by the Consultant
and City, such documents, or copies of such documents requested by Consultant, within the
possession of Applicant reasonably useful to the Consultant in performing the services herein
required of Consultant, including but not limited to those described in Exhibit A, Paragraph 7.
5.2 Propertv Access
The Applicant hereby gr.ants permission to the City and Consultant to enter and access the
Property, to take any borings, make any tests, conduct any surveys or reconnaissance necessary to
deliver the Services of Consultant, subject to. the approval of the Applicant which shall not be
unreasonably denied. Consultant shall promptly repair any damage to the subj ectproperty occasioned
by such entry and shall indemify, defend, and hold the City and Applicant, and their agents, and
employees harmless from all loss, cost, damage, expenses, claims, and liabilities in connection with
or arising from any such entry and access. Failure to allow Consultant timely access or entry to the
Property which is needed in order for Consultant to proceed with performance under this Agr.eement
shall trigger the force majeure provisions of the LOA.
5 J. Co~unication to Consultant
Applicant shall not communicate directly to the Consultant except in the presence of the City,
or by writing an exact copy of which is simultaneously provided to City, except with the express
consent of City The Applicant may request such meetings as they desire with the Consultant to
ensure the adequacy of services performed by Consultant.
6. Administrati ve Representatives.
Each party desigrrates the individuals ("Administrators") indicated in Exhibit A, Paragraph 8,
as said party's contract administrator who is authorized by said party to represent them in the routine
administration of this agr.eement
7. Conflicts of Interest.
7.1 Consultant is Designated as an FPPC Filer
If Consultant is desigrrated on Exhibit A, Paragraph 9, as an "FPPC filer", Consultant is
deemed to be a "Consultant" for the purposes of the Political RefOIm Act conflict of interest and
disclosure provisions, and shall repOIt his economic interests to the City Clerk on the required
Statement of Economic Interests in such reporting categories as are specified in Paragr.aph 9 of
Exhibit A, or ifnone are specified, then as determined by the City Attorney
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72. Decline to Participate
Regardless 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
73 Sear.ch to Determine Economic Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and
represents that Consultant has diligently conducted a search and inventory of Consult ant'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 wmchwould conflict with Consultant's duties under this Agreement.
7..4.. Promise Not to Acquire Conflicting Interests.
Regardless of whether Consultant is designated as an FPPC Filer, Consultant fiuther warrants
and represents that Consultant will not acquire, obtain, or assmne an economic interest during the
term of this Agreement which would constitute a conflict of interest as prohibited by the Fair
Political Practices Act
,
7.5 Duty to Advice of Conflicting Interests
Regardless of whether Consultant is designated as an FPPC Filer, Consultant fiutherwarrants
and represents that Consultant will immediately advise the City Attorney of City if Consultant learns
of an economic interest of Consultant's which may result ina conflict of interest for the purpose of
the Fair Political Practices Act, and regulations promulgated thereunder
76 Specific Warranties Against Economic Interests.
Consultant warrants and represents that 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 the property which is the subject matter of the Project,
or in any property within 10 radial miles from the exterior boundaries of the property which is the
subject matter of the Project, or ("Prohibited Interest")
Consultant further warrants and represents that no promise of future employment,
remuneration, consideration, gratuity or other reward or gain has been made to Consultant or
Consultant Associates by Applicants or by any other party as a result of Consultant's per formance of
this Agreement. Consultant promises to advise City of any such promise that may be made during
the Term ofthis Agreement, or for 12 months thereafter.
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Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest
",ithin the T etm of this Agreement, or for 12 months after the expiration of this Agreement.
Consultant may not conduct or solicit any business for any party to this Agreement, or for any
third party which may be in conflict with Consultant's responsibilities under this Agr'eement.
8, Default of the Consultant for Breach,
This agreement may be terminated by the City for default if the Consultant breaches this
agr'eement or ifthe Consultant refuses or fails to pursue the work under this agreement or any phase
of the work with such diligence which would assure its completion within a reasonable period of
time, Termination of this agreement because of a default of the Consultant shall not relieve the
Consultant from liability of such default.
9, City's Right to Terminate Payment for Convenience, Documents,
9,1 Notwithstanding any other section or provision of this agreement, the City shall have
the absolute right at any time to terminate this agreement or any work to be per formed pmsuant to
this agreement.
9,2, In the event of termination of this agreement by the City in the absence of default of
the Consultant, the City shall pay the Consultant for the reasonable value ofthe services actually
performed by the Cons'llltant up to the date of such termination, less the aggregate of all sums
previously paid to the Consultant for services performed after execution ofthis agr'eement and prior
to its termination,
9,3. The Consultant hereby expressly waives any and all claims for damage or
compensation arising under this agreement, except as set forth herein, in the event of such
termination
94 In the event of termination of this agreement, and upon demand of the City, the
Consultant shall deliver to the City, all field notes, surveys, studies, reports, plans, drawings and all
other matetials and documents prepar ed by the Consultant in performance of this agr'eement, and all
such documents and materials shall be the property of the City; provided however, that the
Consultant may retain copies for their own use and the City shall provide a copy, at Applicant's cost,
of all such documents to the Applicant.
9 S, Applicant shall have no right to terminate Consultant, and shall not exercise any control
or direction over Consultant's work,
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10. Administrative Claims Requirement and Procedures.
No suit shall be brought arising out oftms agIeement, against the City, unless a claim has
first been presented in WIiting and. filed with the City ofChula Vista and acted upon by the City of
Chula Vista in accordance with the procedures set forth in Chapter 134 ofthe Chula Vista Municipal
Code, the provisions of which are incorporated by this reference as ifset fully set forth herein.
11. Hold Harmless and Indemnification.
111. Consultant to IndemnifY City reo Inimies.
Consultant shall defend, indemnifY, protect and hold harmless the City, its elected and
appointed officers and employees from and against all claims for damages, liability, cost and expense
(including without limitation attorneys' fees) arising out of or alleged by third parties to be the result
of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and
Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is
legally responsible in connection with the execution ofthe work covered by this AgI.eement, except
only for those claims, damages, liability, costs and expenses (including without limitations, attorneys
fees) arising from the sole negligence or sole willful misconduct of the City, its officers, or
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
With respect to losses arising from Consultant's professional errors and omlSSlOns,
Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed
officers and employees, from and against all claims for damages, liability, cost and expense
(including without limitation attorneys fees) except those claims arising from the negligence or
willful misconduct of City, it officeni or employees.
Consultant's indemnification shall include any and all costs, expenses, attomeys' fees and
liability incun.ed by the City, its officers, agents, or employees in defending against such claims,
whether the same proceed tojudgment or not Consultant's obligations underthis Section shall not
be limited by any prior OI subsequent declaration by the Consultant. Consultant's obligations lmder
this Section shall SUIvive the termination of this Agreement
112. Applicant to Indemnifv Citv reo Compensation of Consultant.
Applicant agIees to defend, indemnifY and hold the City harmless against and from any and
all claims, losses, damages, expenses or expenditures of City, including its elected officials, officers,
employees, agents, or representatives ofthe City ("City Indemnitees"), in any way resulting from or
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,
arising out of the refusal to pay compensation as demanded by Consultant for the performance of
services required by this Agreement.
12, Business Licenses,
Applicant agrees to obtain a business license from the City and to otherwise comply with
Chula Vista Municipal Code, Title 5, Applicant further agrees to requu'e Consultant to obtain such
business license and to comply with Chula Vista Municipal Code, Title 5,
13, Miscellaneous
13 I Consultant not authorized to Represent City,
Unless specifically authorized in writing by City, neither Consultant nor Applicant shall have
authority to act as City's agent to bind City to any contractual agreements whatsoever.
13.2 Notices,
All notices, demands or requests provided for or permitted to be given pmsuant 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 ifpersonally served or deposited in the United States
mail, addressed to such party, postage prepaid, registered or certified, with retUl'n receipt requested,
at the addresses identified for the parties in Exhibit A
133 Entitlement to Subsequent Notices,
No notice to or demand on the parties for notice of an event not herein legallyrequu'ed to be
given shall in itself create the right in the parties to any other or further notice or demand in the same,
similar or other circumstances,
13.4, Entire Agreement
Tbis Agr'eement, together with any other written document referred to or contemplated
herein, embody the entire Agreement and under'standing between the parties relating to the subject
matter hereof Neither this Agr'eement nor any pIOvision hereofmay be amended, modified, waived
or discharged except by an instrument in writing executed by the party against which enforcement of
such amendment, waiver or discharge is sought.
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13 5 Capacity of Parties
Each signatory. and party hereto hereby warrants and represents to the other party that it has
legal authority and capacity and direction from its principal to enter into this Agreement; that all
resolutions or other actions have been taken so as to enable it to enter into this Agreement.
13.6 . Goveming LawN enue.
This Agreement shall be govemed 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 Agr.eement and performance hereunder,
shall be the City of Chula Vista
13 .7. Modification
No modification or waiver of any provision of this Agr.e=ent shall be effective unless the
same shall be in writing and signed by the parties hereto, and then shall be valid only in the specific
instance and for the purpose for which given
138. Counterparts
lhis Agreement may be executed in more than one counterpart, each of which shall be
deemed to be an original but all of which, when taken together shall constitute but one instrument
139 Severability
In the event that any provision of this Agr.eement shall for any reason, be determined to be
invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith and
agree to such amendments, modifications, or supplements to this Agreement or such other
appropriate action as shall, to the maximum extent practicable in light of such determination,
implement and give effect to the intentions of the parties as reflected herein.
13 10 Headings
The captions and headings in this Agreement are for convenience only and shall not define or
limit the pIOvisions hereof '
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13 11 Waiver
No COill~e of dealing or failure or delay, nor the single failure or delay, or the partial exercise
of any right, power or privilege, on the part of the parties shall operate as a waiver of any rights
herein contained The making or the acceptance ofa payment by either party with knowledge of the
existence of a breach shaH not operate or be construed to operate as a waiver of any such breach
13 12 Remedies
The rights of the parties under this Agreement are cumulative and not exclusive of any rights
or remedies which the parties might otherwise have unless this Agreement provides to the contrary.
13 13. No Additional Beneficiaries.
Despite the fact that the required performance under this agreement may have an effect upon
persons not parties hereto, the parties specifically intend no benefit therefrom, and agree that no
performance hereunder may be enforced by any person not a party to this agreement
Notwithstanding the foregoing, this is a three party agreement and the City is an express third party
beneficiary of the promises of Consultant to provide services paid for by Applicant
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SignatUJe Page To
the agreement Between
City of Chula Vista,
RECON Consultant, and
. Otay land Company lie,
for Consulting Work to be Rendered with regard to Applicant's Project
. (page 1 of 2)
NOW THEREFORE, the parties hereto, having read and understood the terms and conditions
ofthis agreement, do hereby express their consent to the te:ms hereofby setting their hand hereto on
the date set forth adjacent thereto..
Dated:
City of Chula Vista
By:
Cheryl Cox, Mayor
Attest:
Donna Norris, City Clerk
Approved as to Form:
Bart Miesfeld, City Attorney
Dated:
Consultant: RECON
"
,.",
/
Blf-
Robert Mac
j\..,- b_
I
Her, President
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SignatUle Page To
the Agreement Between
City of Chula Vista,
RECON Consultant, and
Otay land Company Ll C,
for Consulting Work to be Rendered with regard to Applicant's Project
(page 2 of2)
Applicant:
Otay Land
By:
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Title:
( 1>0Vl
Three-Party Agreement
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Exhibit A
Reference Date of Agreement:
August 4, 2009
Effective Date of Agreement:
Date of City Council Approval of Agreement
City:
CityofChula Vista
276 Fomm Avenue
Chula Vista, CA 91910
Consultant:
RECON
Business Form of Consultant:
( ) Sole Proprietorship
( ) Partnership
(X) Corporation
Addr ess:
1927 Fifth Ave
San Diego, CA 92101
Applicant:
Otay Land Company
1903 Wright Place, Suite 220
Carlsbad, CA 92008
Business Form of Applicants:
( ) Sole Proprietorship
( ) Partnership
( ) Corporation
(X) Other: A California Limited Liability Company
Address:
L Property (Commonly known address or General Description):
The project site is located (see map) within the Otay Valley Parcel of the Otay Ranch Planned
Community The project area is generally described within the Otay Ranch General Development
Plan as portions of Villages 4,7,8,9 and the University Site More specifically, the geographic areas
are as described below and show on the site plan in Attachment A:
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. The portion of Village Four that is included in this project is bound by the Otay River Valley
to the south, the remainder of Village F oW' to the north and west, and the southerly extension
of La Media Road to the east.
. The portiou of Village Seven included in this project is bound by Rock Mountain RoadJi'vfain
Street to the south, the remainder of Village Seven to the north, La Media Road to the west
and the existing Olympian High School to the east
. The portion of Village Eight that is included in this project is bound by the OtayRiver Valley
to the south, Rock Mountain RoadlMain Street to the north, the remainder of Village 8 to the
east and La Media Road to the west...
. The portion of Village Nine that is included in this project is bound by the Otay River Valley
to the south, Rock Mountain RoadIHunte Parkway to the north, the proposed University site
to tJ:i.eeasi-a.n(n;R~f25ioilie wes(- - - -
2. Project Description ("Project"):
The project consists ofthe preparation ofa Supplemental Environmental Impact Report addressing
proposed Amendments to the Chula Vista General Plan and Otay Ranch General Development Plan,
in order to allow land uses that accommodate up to 6,050 single and multi-family dwelling units on
approximately 633 acres onand, as envisioned in the 2008 Land Offer Agreement between the City
ofChula Vista and the Otay Land Company LLC. The EIR will analyze all potential environmental
impacts associated with the implementation of the Land Offer Agreement at a programmatic level
3. Entitlements applied for:
Proposed discretionary actions for the Property include: General Plan Amendment, General
Development Plan Amendment
4 General Name of Consulting Services ("Services--General"):
Consultant shall prepare a Supplemental EIR for the University Villages General Plan Amendment,
General Development Plan Amendment, in accordance with the City ofChula Vista Environmental
Review Procedures; with the criteria, standards and procedW'es of the Califomia Environmentai
Quality Act (CEQA) of 1970, as amended, (Public Resources Code Sections 21000 et seq ) and the
CEQA Guidelines (Public ResolUces Code Section 15000 et seq); and with other applicable
regulations, requirements and procedmes of any othenesponsible public agency or any agency with
jurisdiction by law Ifthere are conflicts between the City ofChula Vista's requirements and those of
any other agency, the City ofChula Vista's shall prevail when the City is the Lead Agency All work
performed by Consultant shall be to the satisfaction of City's Environmental Review Coordinator or
appointed designee.
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5. Detailed Scope OfWOlk ("Detailed Services"):
RECON shall prepare a Supplemental EIR for the Upjversity Villages General Plan Amendment, and
General Development Plan Amendment RECON shall consult with all trustee and responsible
agencies, agencies havingjmisdiction by law and any other pen;on or organization having control
over or interest in the Development as necessary to enSUre that the EIR is CUlrent 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 repOlt and placed in an appendix.. All documents shall be prepared in
Microsoft Word.
RECON shall compile supporting documents into separate volmne(s) to be refeJred to as the
Appendices to the EIR. The Appendices shall include the Notice of Preparation (NOP), responses to
the ~OP ~d_allY technical reports .and relevant t~~~cal. ir1f?r~ati~n~e::e:at::d fo: t~euE:I:R_ _ _
The Detailed Services to be provided are described below:
Proiect Start-Up and Initiation
The Consultant shall attend a start-up meeting with the City to establish communication protocols,
confIrm thei~. understanding of the project, discuss key issues, review the schedule of deliverables,
and collect plans and documents. Following the start-up meeting and a thoTOugh review of project
plans, the consultant shall prepare a memorandum identifying outstanding information required to
complete the project description for the EIR. Upon receipt of the requested information, the
consultant shall prepare a draft project description and submit it to the City for review.
In addition, the consultant will develop baseline data for use in the environmental analysis This will
include collection and review of relevant planning documents and environmental studies and
regulations, including but not limited to, the updated City's General Plan and EIR, md my
AppIicant-prepar.ed support documents and technical studies. In assembling baseline information for
the ElR, the Consultant will mlLximize use of existing data. As part of this task, the Consultant will
conduct general smveys oithe site and vicinity to document existing conditions through notation,
photography, and mapping.
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Notice ofPrenaration
RECON will submit a Screen check Notice of Preparation (NaP) to the City for review and will
make revisions from a single set of comments. Following approval by the City, RECON will produce
the Nap for distribution by the City
Technical Studies
Traffic Report
Linscott, Law & Greenspan, Engineers (LLG) will prepate a traffic impact study to address proposed
changes to the land use and roadway network associated with the GP/GDP Amendment The tasks
to complete the traffic study include the following:
Proiect Mobilization
. COnfum th<:yroject descripti()ll,?,(~rk schedule, and assumptions to be utilized in the
traffic study
. Contact City of Chula Vista staffto discuss the project and analysis criteria, confirm
the study approach, identify pertinent traffic issues and concerns; and formalize the
scope of work for the traffic study
Data Collection and Reseat.ch
. Visit the project study atea to confirm existing conditions with respect to existing site
development, local atea development, site access, parking use, and at.eas of
congestion in order to verify our overall understanding of traffic conditions in the at.ea
that might affect this project
. No existing conditions analysis will be conducted.
SANDAG Traffic Models
. Coordinate with the City to determine the appropriate network scenarios to be
analyzed. A maximum of eight (8) scenatios are assumed. The scenatios will vary
depending on assumptions for La Media Road Bridge, the Hunte Parkway couplet,
and SR-125
. Coordinate with the City and SANDAG to develop several forecast traffic models for
the project based on the network scenarios. It is anticipated that up to eight (8) models
will be required.
. Review the models and verify proper land use and roadway network coding.
. Attend up to two (2) meetings with SAl'IDAG
Level ofSelvice and Mitigation Analvsis
. Confurn the capacity of the study area roadways and prepare a daily (ADT) street
segment analysis for each scenario (up to 8).
o Evaluate the project-related (ADT) growth on the analyzed street segments
o Determine which street segments are significantly impacted by the proposed project
The project is assumed to consist of the composite mix of land uses proposed. Project
impacts by land use or location is not proposed.
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. Conduct limited intersection analysis focusing on the HeritagelMain intersection,
intersections affected by the potential removal of the SR-125/0tay Valley Road
interchange and the Hunte Parkway couplet removal Up to six (6) intersections will
be evaluated.
. Forecast Year 2030 AMIPM peak hoUl volumes at the key intersections
. Calculate the Year 2030 Level of Service (LOS) at each intersection.
. Determine the significant impacts at each street segment and intersection
. Compare the analysis results associated with the GP/GDP Amendment to the
approved General Plan
o Compile a list of new and deleted significant impacts that would result from the
GP/GDP Amendment.
o Identif'ymitigation measures for each significant impact, which may include
intersection and/or signalization improvements, segment improvements, striping
modifications, the addition of alL"{iliary tum lanes, traffic control/limitations at site
access points, etc This proposal assumes the recommended mitigation measures can
be adequately described within the text ofthe report.
o Conduct a freeway analysis for all scenarios, detelmine impacts and mitigation for up
to six (6) segments.
. Investigate the use of an Urban Level of Service..
o Investigate the reclassification of roadways to an Urban ArteIial Class
. Coordinate with the Applicants' traffic consultants
Preparation of the Traffic Impact Studv
. Prepare a draft traffic impact study in repolt fOImat that details all of the above-
mentioned items, analysis, fmdings and conclusions The dmft report will be suitably
documented with tabular, graphic and appendix mateIials The dmft tr afEc study will
be submitted for review by appropliate members of the project team.
. Provide up to thr'ee revisions ofthe Draft Traffic Study per City comments.
o Provide assistance in responding to lr'affic-related comments received dUling public
review of the Draft SEIR
Air Quality Impact Report
RECON Will update and supplement the air quality analysis prepar'ed for the Genelal Plan Update
EIR to reflect proposed changes.. The analysis will consist of the following tasks:
o Determine the existing air quality conditions in the air basin based on the most recent
published data from the Califomia Air Resources Board fOT nearby monitOIing stations
Review the federal, state, and local standards and regulatolY review requirements.
o Calculate expected emissions for carbon monoxide, nitrogen oxides, and other criteria
pollutants using the URBEMIS 2007 computer model Input par'ameters for the model
will be based on the land uses in the proposed GP/GDP Amendment and default
meteorological assumptions used for Califomia urban areas.
. Complete a Caline carbon monoxide "Hol SpOI" model for the intersections ofMainILa
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Media and MainIHeritage. Localized air effects from traffic on SR-125 will be based on
the environmental review conducted for the toll-way
. Discuss the potential health risks associated with diesel particulate emissions from
vehicular traillc on area roads projected to carry more than 100,000 ADT. This
discussion will be based on the recommendations made by the California Air Resources
Board in April 2005 Air emissions modeling of diesel particulates is not anticipated
. Prepare an air quality technical report that describes existing conditions, air quality
standards, the analysis methodology, and the results of the analysis.. The report will also
identify appropriate mitigation measmes as required.
Noise Impact Analysis
RECON will update and supplement the noise analysis prepared for the General Plan Update EIR
to reflect proposed changes.. The noise analysis will consist of the following tasks:
. Measure existing noise levels at locations along La Media, Heritage Road, Main Street,
SR -125 and East Lake Parkway Measmement locations will be selected to provide an
understanding of the variability of noise levels from these roadways.
. Estimate future vehicular' traffic noise levels using the Federal Highway Administration
(FHW A) Traffic Noise Model. The study will analyze noise caused by future traffic on
La Media, Main Street, Heritage Road, SR-125 and East Lake Parkway. The model will
be based on traffic volumes established by the tr'affic study prepared for the GP A, and
assuming flat site conditions The results ofthe model will be expressed in community
noise equivalent levels (CNEL).
. Aircraft noise will be evaluated based on noise contours for Brown Field..
. The analysis will evaluate the adequacy of the mitigation outlined in the GPU EIR and
will identify changes to those measmes if needed Noise thresholds provided in the
General Plan will serve as the basis for the determination of potential significant effects
. Prepare a noise technical report that describes the study methods and results outlined
above and specifies any noise mitigation measures that may be needed.
Global Climate Change
Greenhouse gas (GHG) and global climate change (GCC) issues were not addressed in the GPU
EIR To address GHG and GPU impacts from the proposed GP/GDP Amendment, the following
tasks will be completed
. Develop an intr'Oductory discussion of global climate change including the most recent
information regarding the cuuent understanding of the mechanisms behind global climate
change, greenhouse gas emissions, CillI'ent conditions and trends, and the broad
environmental issues related to global climate change.
. Develop a discussion of cunent international and domestic legislation, plans, policies,
and programs pertinent to global climate change.
. Based on documents prepared by the California Air Resomces Board and the California
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Attorney General's Office, discuss thresholds for evaluating the project's potential
contribution to global climate change, particularly in light of the goals specified in
Assembly Bill 32 (AB 32).
. Discuss the various protocols for assessing greenhouse gas inventories, such as the
greenhouse gas protocol developed by the World Resources Institute and the World
Business Council for Sustainable Development, and the California Climate Action
Registry General Reporting Protocol.
. Discuss potential changes in carbon stOlage on-site associated with modifications to the
existing land uses and habitats due to implementation ofthe project.
. Using Urbeinis 2007, EMFAC2007, and other appropriate models, plOject greenhouse
gas emissions for the following sources associated with the proposed GSA:
o Projected traffic
o Projected energy consumptive use (natural gas and electricity) for the
proposed development
o Water delivery, processing, and wastewater treatment
o Solid waste disposal
. The focus will be on emissions of carbon dioxide, methane, and nitrous oxide
FluOlinated greenhouse gases will also be considered, but their contribution fi.om this
project to global climate change is anticipated to be negligible
. Compare the proj ected greenhouse gas emissions to the significance tlu.esholds and
provide a discussion of project features as they relate to the reduction of greenhouse gas
emissions. This discussion will include a review ofthe procedUJes currently in place in
the City of Chula Vista for the control of global climate change and evaluation of the
project in relation to current legislation, including SB 375 The evaluation will also
assess the whether the project would conflict with m obstruct the goals and strategies
identified.in AB 32.
. Develop a discussion of the potential impacts on the project due to external influences
caused by global climate change (e.g, rising temperatures and changes in rainfall
patterns)
. Recommend strategies for incorporation into the GP/GDP Amendment that will further
the AB 32 goals for GHG reduction relative to "business as usual." Strategies may
include options that consider site and building design, energy and water use, and solid
waste generation.
. Prepar e a global climate change technical report and EIR section detailing the results of
the analyses and identifying mitigation recommendations. Mitigation may include
specific design featUJe recommendations for individual projects.
Sewer Study
. PBS&J will prepare a capacity analysis ofthe Salt Creek Tnmk Sewer The capacity
analysis will include the following engineering services:
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. Attend one kick-off meeting to review grading and drainage plans and proposed sewer
conveyance.
. Review the 2005 Master Plan, including assumptions made for the General Plan Update
Capacity Evaluation for the Salt Creek Basin, and the Hydraulic Computer Model for Salt
Creek
. Estimate the sewage generation fiom the GP/GDP Amendment
. Review the existing hydraulic model and available capacity downstream of the Project.
Assess impacts of added flow capacity and determine probable system deficiencies and
proposed upgrades.
. Prepare new flow chart documenting existing and ultimate Metro Capacity needs
. Prepare Draft section regarding Salt Creek Sewer impacts and Metro capacity needs for
inclusion in the RECON ErR.
D1aft EIR Prevaration
The Consultant shall prepare the first screen check Draft EIR for review by the City ofChula Vista
In general, the Draft ErR and associated technical studies shall assemble all available data, originate
new studies and provide an assessment of the probable short- and long-term cumulative impacts of
the project. In addition, the Draft EIR shall provide an evaluation of all feasible mitigation measures,
which could be carried out to reduce or eliminate adverse impacts of the proposed project. The Draft
EIR, where appropriate and as directed by City staff, shall also analyze all feasible alternatives to the
project as proposed
The Consultant shall prepare the EIR in the following format:
Table of Contents
Executive Summarv. This section provides an overview of the proposed project, and the key
conclusions set forth in the ErR regarding environmental impacts and mitigation measures It
will summarize the background and need for the proj ect, required discretionary actions, any
known areas of controversy; and the objectives and basic characteristics of the project. The
Executive Summary will identify and briefly discuss the environmental impacts associated with
implementation of the project (whether beneficial or adverse, significant or less than significant),
and will contain a summary analysis of alternatives to theproject. The Executive Summary will
also include a table identifying all of the issues evaluated, their impacts, conesponding.
mitigation measures, and the level of impact significance after mitigation.
Introduction. This Section describes the purpose, scope and legislative authority of the EIR, the
intent ofCEQA and other pertinent environmental rules and regulations, and the environmental
review process. The section will also include the stIUcture, required contents and relationship of
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the EIR to other potential responsible or trustee agencies The EIR's relationship to previously
prepared documents, including the 1993 Program EIR for the Otay Ranch General Plan
Amendment (GPA)/General Development Plan (GDP)/Subregional Plan (SRP) and the 2005
Program EIR for the Chula Vista General Plan and Otay Ranch General Development Plan, will
be described.
Envirorunental Setting. This section will provide an overview ofthe environmental setting for
the project, including a description of physical conditions and natural resomces in the project
vicinity and from a regional perspective This section will also defme the related projects and/or
growth factor assumptions used as the basis for the cumulative impact analyses
Proiect Description. The scope of work for this section of the EIR will include the
following:
. Location and Bormdar ies. This subsection shall provide a description of the size,
boundaries, and location of the project at the local and regional level Supporting
graphics will be provided,
. Statement of Objectives,' This subsection shall define the objectives and underlying
pmpose of the project. It is assumed that these objectives will be developed jointly
between the Applicants and the City and will most likely reflect planning, environmental,
and economic goals The Statement of Project Objectives, in conjunction with an
identification of the Project's significant impacts, will provide the basis for selecting a
reasonable range of proj ect alternatives to be evaluated within the EIR.
. Project Characteristics. This subsection shall provide an overview of the project and
describe its specific attributes.. Project char'acteristics will be described based on the
detailed project description provided by the Applicants, This section will also state the
timeframe for project construction and phasing, required discretionary actions and
approvals, agencies expected to use the EIR, and any federal, state or local environmental
review and consultation requirements related to the CEQA process
Environmental Impact Analvsis, For each issue identified in the Initial Study, this section will
provide an analysis based on the following structure: Existing Environmental Setting,
Thresholds of Significance, Impacts, Level of Significance Prior to Mitigation, Mitigation
Measures, and Level of Significance after' Mitigation. The assessment of environmental impacts
will be consistent with CEQA and the CEQA Guidelines (Section 15126), The following is an
overview ofthe technical approach proposed to address each environmental topic in the EIR:
Land Use. RECON will discuss the project impacts associated with proposed land use
modifications to OtayRanch Villages 4, 7, 8,9, and the University Site or portions thereof as
they relate to the adopted Chula Vista General Plan for the East Planning Area Discussion of
the Chula Vista Multi-Species Conservation Plan (IvISCP), Otay Ranch General
Development Plan (GDP) and Otay Ranch Management Plan (fuvlP) as they relate to land
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use will also be included Land use impacts will be based upon the consistency of the
proposed project with the various planning documents In addition, the compatibility of the
proposed project changes with neighboring land uses, including the Otay Landfill, will be
evaluated, This includes discussion of a proposed northerly realignment of Rock Mountain
Road/Main Street in Village 4, and changes to Heritage Road in Village 3 and La Media
Road in Village 8, The potential land use effects will be discussed for ar'eas both within the
plan area as it relates to the future development, including the Iown Center, and to regional
planning efforts for offsite areas to the south, An evaluation of the project in relation to SB
375 will be included The Consultant shall:
. Describe and map existing land use and applicable plans and zoning for the site
and sunounding areas; and
. Summarize applicable local, regional, state and federal plans, policies,
regulations and guidelines; and
. Discuss land use compatibility associated with past and present site activities and
adj acent uses; and
. Define Thresholds of Significance for land use impacts; and
. Evaluate the project's consistency with applicable local, regiDnal, state or federal
land use policies and programs; and
. Develop mitigation measmes tD address significant land use impacts
Landform Alteration/Aesthetics' The SEIR will update the discussiDn Df landform
alteration/aesthetics tD address proposed changes within each of the affected Villages to
the extent that the changes represent a significant change in the nature of the visual
setting of the area and the extent tD which it is cDmpatible with neighboring uses
Thr'eshDlds and mitigation requirements addressing scenic resoUlces/vistas and visual
character relative to propDsed changes, will be reviewed and updated fDr prDject
cDnsistency The Consultant shall:
. Describe rdevant regulations, policies and guidelines gDverning views and aesthetic
considerations. As applicable, provisions of view ordinances, design guidelines, and
general plan and scenic highway plans will be summarized;
. Define Thresholds Df Sigruficance to determine impacts with respect to
aesthetics/views;
. ldentify mitigatiDn measures as appropriate fDr significant larrdform impacts
BiolOgical Resources RECON will use biDlogical resources analysis prepared fDr the 2005
General Plan Update ElR to address the proposed amendments. The GPU ElR will serve as
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the basis for the analysis Consultant shall summarize the previous impacts to biological
resources and mitigation measmes contained in both the City's General Plan Update (GPU)
Program EIR and Otay Ranch General Development Plan (Otay Ranch GDP) Program EIR
as they relate to the proposed project Using data extrapolated from the current SANGIS
database (or another acceptable source to the City), Consultant will then update the previous
baseline vegetation conditions and evaluate the proposed project impacts against the previous
environmental determinations in light of the Chula Vista Multiple Species Conservation
Program (MSCP) Subarea Plan and other existing sources of information on biological
resources within the General Plan and Otay Ranch GDP amendment areas
TwjJic, Circulation and Access.' This section of the EIR shall stimmarize the results of the
final I raffic Impact Analysis prepared by LLG, as described in Section 5 above The final
Traffic Impact Analysis will be included as an appendix to the EIR
Noise:' lhis section of the EIR shall summarize the results of the final Noise Impact
Assessment prepared by the Consultanr, as described in Section 5 above, Ihe final Noise
Impact Assessment will be included as an appendix to the EIR,
Air Quality lhis section ofthe EIR shall summarize the results of the Air Qualiry Impact
Analysis prepared by the Consultant, as described in Section 5 above, The fmal Air Quali ty
Report will be included as an appendix to the EIR,
Public Services and Utilities: Ihis section of the EIR shall evaluate potential impacts on
public services and utilities The Consultant shall consult with local service providers as
well as summarize the fmdings of other relevarrt approved planning documents and master
plans including, but not limited to, analyses from the 1993 Program EIR (90-01) for the Otay
Ranch GDP/SRP and the 2005 Pr-ogram EIR for the General Plan Update, in order to
adequately define applicable tluesholds of significance, evaluate the potential for impacts,
and identify feasible mitigation to fire protection (including EMS), police services, library
services, schools, recreational resources (parks, recreation and open space), water, sewer,
solid waste disposal, energy (gas and electricity), and telephone and cable services
Water Supply: RECON will update the Water Technical Report prepared by the City
ofChula Vista Planning arrd Building Department (April 2005) to reflect proposed
changes to the General Plan and the General Development Plarr. lhis'will include
contacting the Otay Water District and summarizing changes to their 'existing
facilities and their ability to provide water to the .ar'ea that have occurred since the
completion of the report as they pertain to the proposed GP A ar'ea, The analysis will
include a proj ection of the cunent demand for water, and the pro j eet demal1ds under
the adopted General Plan and the proposed amendments to the plan, The results of
the analysis will be included in the SEIR, Ihe discussion will evaluate whether the
proposed GPA will require or result in the construction of new water treatment
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facilities or expansion of existing facilities, the constlUction of which could cause
significant environmental effects, whether new or expanded supplies would be
required to meet projected needs, and ifthe GP A would being inconsistent with the
Urban Water Management Plan prepared by the San Diego County Water Authority
RECON will coordinate with Otay Water District in their prepaI ation of a Water
Supply Assessment for the incremental increase in water demand over that
analyzed in the General Plan..
Wastewater: Based on the technical study prepared by PBS&T to address the Salt
Creek Trunk Sewer analysis, RECON will identify the impacts on the existing and
master-planned sanitary sewer system and reconnend proposed upgrades.
Housing and Population. It is assumed that the Housing Element of the General Plan will not
be amended as part ofthe proposed GP/GDP amendment. The discussion of housing and
population issues will focus on the three thresholds provided in the GPU EIR These include
(1) population growth, which is primaIily a "growth inducing impact", (2) displacement of
existing housing and (3) displacement of people. Proposed land use changes would alter the
planned number of acres and distribution of residential, industrial, commercial, recreation
and open space land within the affected Otay Ranch Villages as compared to the adopted
plan Impacts resulting from the adopted plan were found to be significant and unmitigable..
The proposed project is expected to result in a substantial increase in the numher of
residential units within the Otay Ranch area as compared to the adopted plan.
Cumulative Impacts: The cumulative impact analysis will be based on the ".. . summary of
. projections contained in an adopted general plan.. ." approach established by Section 15130
(b) (1) (B) ofthe State ElR Guidelines F or each issue, the cumulative effect ofthe proposed
GP/GDP amendment will be evaluated based on the GPU ElR In addition, RECON will
discuss the Otay Mesa Community Plan update that is clmentlyunderway in the City of San
Diego The extent to which the cumulative effects of that planning project will be addressed
depends upon the availability of information at the time the analysis is complete It is
anticipated that the County of the San Diego's General Plan update wilt not be available in
time for this analysis As such, RECON willllse the existing Counry General PlanlSANDAG
Rep for the cumulative discllssion.
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Growth Inducement: The SEIR will address growth-inducing effects This section wiII
"discuss ways in which the proposed proj ect could foster economic or population growth, or
the construction of additional housing, either directly or indirectly, in the surrounding
environment. Included are projects which would remove obstacles to population growth (for
example, a major expansion of a waste water treatment plant might allow for more
construction in seIVice ar.eas) Increases in the population might tax existing community
services ,facilities, requiring constmction of new facilities that could cause significant
environmental effects."
Effects Found Not To Be Significant: In accordance with the CEQA Guidelines, the SEIR
will include a brief discussion of the statement of effects found not to be significant and,
therefore, not discussed in detail in the SEIR
Significant Irreversible Environmental Changes:. This section of the SEIR will discuss the
significant unavoidable impacts, if any, of the proposed project, including those that can be
mitigated out not reduced to below a level of significance This section will also describe the
potentially significant in eversible changes that may be expected with development of the
project and addresses the use of nomenewable resources during its construction and
operational life.
Alternatives: A reasonable range of alternatives will be included in the document. There will
be a no-project alternative consistent with CEQA requirements A minimum of two other
land use alternatives will be included. RECON will work with the City to help define these
alternatives with the recognition that they will have to have the potential to reduce one or
more identified environmental impacts, consistent with CEQA requirements
Duft SEIR Processing and Document Revisions
The Consultant shall prepare three (3) screen check draft EIRs prior to preparation ofthe public
review version of the Draft ElK The second, third and public review copies of the Draft EIR will
mcorporate comments received on priO! versions of the reports. The Consultant shall prepare the
Notice of Availability for public review distribution. Preparation of the revised Draft SEIR will
mvolve the follo;ving.
. Attend up to 24 hours of meetings with City staff to address issues associated with the
Draft SEIR.
. Review comments on first submittaL
. Prepar.e revisions to the project description, issues of analyses.
. Prepare revisions to the cumulative impact analyses
. Prepare revisions to the analysis of alternatives.
. Revise the draft Mitigation Monitoring and Reporting Program.
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Final EIR Preparation and Content
Upon completion of agency and public review, the Consultant will prepare WIitten responses to all
letters of comment received All comments received in response to the EIR will be discussed with
the City staff, and an approach to the responses will be subj ect to City approval prior to preparation
of the draft responses. Draft responses to comments will be submitted to City stafffoneview. LLG
will assist in the preparation of responses to public comments on the traffic study. PBS&J will assist
in the preparation of responses to public comments on the sewer study. The Consultant will then
revise responses in accordance with City directions and will prepar'e arr administrative Final EIR
The Consultarrt will draft carrdidate Findings and a Statement of Oveuiding Considerations, if City
determines this to. be necessary, for consideration by the decision-maker in certifYing the EIR The
Findings will include all measures which would be implemented to mitigate potentially significant
impacts; a statement, as appropriate, that the project mitigation may be the responsibility of another
agency; and an evaluation of project alternatives and why each was found to be infeasible.. A major
portion of the Findings will be compiled using information contained in the ElR. The Statement of
Oveniding Considerations will present the social, economic or otherreasons why the project should
be approved even though significant environmental impacts may result (i.e., why the project's
benefits oveuide the environmental issues) These will be presented in draft form to the City, revised
as City determines to be necessary, and printed to accompany the Final EIR for review and
consideration by the City of Chula Vista, Planning Commission, and ultimate adoption by the City
Council.
RECON will prepare a supplemental Final EIR that will include the EIR text with necessary
revisions requested by City staff or as a result of the public review process, letters of comment and
responses, the Findings and Statement of Oveuiding Considerations (if applicable), appendices, and
the Mitigation Monitoring and Reporting Program. Following review and approval ofthe responses
to letters of comment and any changes to the text of the document, the Consultant will prepar'e a draft
Final EIR for review by City staff The Consultant \vill also prepare the Notice oIDetermination and
California Department ofFish and Game Fee Certification.
Preparation of the administrative Final SEIR will involve the following tasks:
. Attend up to 32 hoW's of meetings with City staffto address issues associated with the
Final SEIR.
. Prepare responses to comments received during public review This task is based on an
estimate of25 comment letters or 150 individual comments Should additional comments
be received or additional technical analysis is required to respond to those comments that
will be completed as an additional effort to this authorization..
. Based on the review by the City, RECON will revise the responses to comments and
produce the Final SEIR.
. Prepare CEQA draft Findings and Statement of Overriding Considerations. Information needed to
support the Findings/Statement of Overriding considers will be provided by the City
7/24/09
Three-Party Agreement
Page 28
10-77
. Based on the revi~w by the City, RECON will revise the response to comments and
produce the F inalSEIR.
. Prepare a fmal Mitigation Monitoring and Reporting Program.
. COOldinate with applicant's SPA EIR consultant as necessary
ilIeetinf!s and Hearinl!s
The Consultant's work efforts will involve on-going project management to include regular
coordination with City staff and project team members. The Consultant's plOjectmanager will meet
with City staff as requested to discuss the EIR progress and issues as they arise The meeting hours
noted above include RECON's attendance at the following meetings and hearings.
o One (I) project initiation meeting
o One (I) project worksbop
o One (I) scoping meeting
o One (I) Planning Commission public bearing to close public review oithe DEIR;
o One (1) Plarming Commission bearing on tbe FEIR and related environmental documents;
and
o One (I). City Council Hearing on the FEIR and related environmental documents.
In addition, upon request of the City, LLG shall be available to attend project status meetings, plOject
briefings, and City Council meetings, and shall be responsible for assisting with the preparation of
materials for those meetings. LLG will be responsible for attending the following meetings:
o One (1) project initiation meeting with the City, Applicants(s), and others determined by City
staff;
o One (1) project workshop;
o One (1) scoping meeting;
o Two (2) coordination meetings with the City,
o One (I) Planning Commission public hearing to close public review ofthe DEIR;
. One (1) Planning Commission hearing on FEIR; and
o One (1) City Council meeting on FEIR
Deliverables
Screen check Initial Studv and Notice ofPreoalation
o Five (5) copies ofthe Screen check Initial Study and Notice of Preparation will be provided
to the City The Screen check Initial Study and Notice of Preparation shall be prepared in
J'vlicrosoft Word 2000
. Following receipt of comments on the First Screen check Initial Study and Notice of
Preparation, five (5) copies of the Final Initial Study and Notice of Preparation will be
provided to the City. The Final Initial Study and Notice of Preparation shall be pTepared in
Microsoft Word 2000.
Three-Party Agreement
7/24/09 Page 29
10-78
Technical Studies
The Consultant shall PlDvide the following technical studies to the satisfaction of the City's
Environmental Review Coordinator:
. Traffic Impact Analysis - five (5) copies
. Air Quality Assessment- five (5) copies
. Global Climate Change Assessment - five (copies)
. Noise Assessment- five (5) copies
. Sewer Study- five (5) copies
Screen check Draft EIR
. Twenty-five (25) total copies of the First Screen check Draft EIR and ten (10) copies of
Technical Appendices, in three-ring binders will be provided to the City. The First Screen
check Draft EIR shall be prepared in Microsoft Word 2000 and shall be printed at 1.5
spacing. Appendices shall be single-spaced
. Following receipt of comments on the First Screen check Dr aft EIR by City staff; Consultant
will make the required tevisionsand plDvide twenty (20) total copies of the Second Screen
check Draft EIR and ten (10) copies of Technical Appendices in three-ring binders. The
Second Screen check Draft EIR shall be prepared in Microsoft Word 2000 and shall be
printed at 1.5 spacing. Appendices shall be single-spaced.
. Following receipt of comments on the Second Screen check Draft EIR by City staff,
Consultant will make the required revisions and provide five (5) total copies of the Third
Screen check Draft EIR, first draft MMRP and Technical Appendices in three-ling binders.
The Third Screen check Draft EIR shall be prepared in Microsoft Word 2000 and shall.be
printed at single .spacing Appendices shall be single-spaced
Public Review Draft EIR
. Following City staff review of the Third Screen check EIR, Consultant will make the
required revisions and prepare the document for public review. Thirty (30) total copies of the
Draft EIR, Ml\I!RP and ten (10) Appendices, including twenty (20) copies of the documents
in three-ling binders and one-hundred (100) copies ofthe docmnent on Compact Disk (CD)
will be provided to the City. CDs submitted to the City shall be accompanied by 20 hard
copies of the Executive Summary with a pouch to hold the CDs, RECON will piepar.e the
Notice of Completion for the City, and the City will handle the public review distribution.
. Consultant shall prepare Draft Candidate CEQA Findings of Fact and, if necessary, a
Statement ofOveI1iding Considerations for review by City of Chula Vista staff and legal
counsel after distribution ofthe Draft EIR for public review Consultant shall submit five (5)
Three-Party Agreement
7/24/09 Page 30
10-79
copies of the draft Candidate Findings ofFact and Statement ofOveniding Considerations
with the draft responses to comments.
Final EIR
. Following the close of public review, Consultant shall meet with City staff to discuss
comments received. Following consultation with City staff, Consultant shall provide draft
responses to comments received dming public review.
. Consultant shall prepare a Screen check Final EIR. The Screen check Final EIR will include
corrections and additions to the DEIR and technical reports, if appropriate; a draft Mitigation
Monitoring and Reporting Program (MMRP); a list of persons, organizations, and public
agencies commenting on the DEIR; comments and responses on the DEIR; and, DEIR
comment letters and hearing testimony. Consultant shall submit five (5) copies ofSFEIR to
the City for review by City of Chula Vista staff
. Upon City staffs approval of the SFEIR, Candidate CEQA Findings of Fact and, if
necessary, Statement of OveIIiding Considerations, Consultant will prepar'e a Final EIR,
MMRP, Appendices, Candidate CEQA Findings of Fact and Statement of OveIIiding
Considerations (if applicable) Consultant will provide thirty total (30) copies including ten
(10) in three-ring binders, and ten (10) copies on CD of the Final EIR, MMRP, Appendices,
and Candidate CEQA Findings of Fact and Statement of Oveuiding Considerations (if
applicable).
6 Schedule, Milestone, Time-Limitations within which to Perfotm Services
Date for Commencement of Consultant Services:
( X ) Same as Effective Date of Agreement
Dates or Time Limits for Delivery of De live rabies (Screen check technical reports assume two
sets of revisions to address City comments.. Final technical reports shall adequately address all
City comments, summarize existing and future conditions analyses, and provide appropriate text,
tables, and graphics for use in the EIR document):
. Provide Screen check Notice of Preparation - August 24,2009
. Final Notice of Preparation: Two (2) days after receipt of City comments on
Screen check Initial Study and Notice ofPrepar'ation
. Final Traffic Impact Assessment - December 9,2009.
. Final Air Quality Report and OHO Report - December 9, 2009
. Final Noise Impact Assessment - December 9,2009
. First Screen check Draft EIR, MlvIRP and T ec!mical Appendices - November
23,2009
Ihtee~Party Agreement
7/24/09 Page 31
10-80
. Second Screen check Draft EIR, MMRP and Teclmical Appendices - January
8,2010.
. Third Screen check Dr aft EIR, MMRP and Technical Appendices - February
19,2010.
. Public Review Draft EIR, MMRP and I echnical Appendices - March 12,
2010..
· First Draft Findings and Statement of Overriding Considerations, if
applicable - April 13, 2010
. First Draft Responses to Comments received during public review - May 12,
2010.
. SCFEIR including conections and additions to the DEIR; final technical
reports; MMRP; a list of persons, organizations, and public agencies
commenting on the DEIR; comments and responses on the DEIR; and, DEIR
comment letters and hearing testimony - June 16,2010..
. Final EIR for public hearing including fmal responses to comments, Findings
and Statement of Oveniding Consideration - One (I) week after receipt of
City comments on Screen check Final EIR.
Dates for completion of aU Consultant services: Date of City Council final action on
environmental documents, or completion of all tasks to the satisfaction ofthe City's DirectOI of
Planning and Building, whichever is later.
7 Documents to be provided by Applicants to Consultant:
(x) site plans () grading plans () architectural elevations (x) project description () biological
technical reports addressing on- and off-site resources () water / sewer studies () geotechnical
repOIts addressing on- and off~site resowces () water quality technical report addressing on-
and off-site resources.
(x ) other: General Plan and General Development Plan Amendment text and graphics
needed from both applicants
8. Contract Administrators
City:
Stephen Power AICP
Principal Planner
Public Services Building 200
276 FOllIth Avenue
Chula Vista, CA 92010
leI: (619) 409-5864
7/24/09
Three-PaIty Agreement
Page 32
1 0-81
Applicant:
Otay Land Company LLC
1903 Wright Place, Suite 220
Carlsbad, CA 92008
(760) 918-8200
Consultant:
RECON
1927 Fifth Avenue
San Diego, CA 92101-2358
9 Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code:
7/24/09
(Xl Not Applicable Not an FPPC Filer
( Xl Not Applicable Not an FPPC Filer.
( )
Category No 1
( )
Category No 2
( )
Category No 3
( )
Category No 4.
( )
Category No 5.
Investments and sources of income
Interests in real property.
Investments, interest in real property and sources of income
subject to the regulatory, permit or licensing authority
ofthe department
Investments in bnsiness entities and sources of income which
engage in land development, construction OT the
acquisition or sale of real property.
Investments in business entities and sources 0 f income of the
type which, within the past two years, have contracted
with !:he City ofChula Vista (Redevelopment Agency)
to provide services, supplies, materials, machinery or
equipment.
Three~Party Agreement
Page 33
10-82
( )
Category No.6
Investments in business entities and sources of income of the
type which, within the past two years, have contracted
with the designated employee's department to provide
services, supplies, materials, machinery or equipment
( )
CategoryNo 7.
Business positions.
10.. Insurance Requirements:
(x) Commercial General Liability: $1,000,000.
(x) Automobile Liability: $1,000,000.
(x) Worker's Compensation: Statutory
(x) Employer's Liability: $1,000,000
(x) Errors and Omissions Liability: $2,000,000.
Three-Party Agreement
7/24/09 Page 34
10-83
Exhibit B
Additional Recitals
2 7 Applications for a General Plan Amendment and General Development Plan Amendment were
submitted to the City of Chula Vista on March 3,2009; and
2.8. The preparation of an EIR is accordance with the provisions of the Califomia Environmental
Quality Act (CEQA) is a necessary component ofthe General Plan, and General Development process; and
2.9 RECON has acquired an in-depth lmowledge ofChula Vista Gener'al Plan-related environmental
issues through their preparation of the 2005 General Plan Update EIR and associated baseline studies; and
2.10. RECON's comprehensive familiar ity with the Chula Vista General Plan and General Plan study
area, coupled with the lmowledge gained through their preparation of the General Plan Update EIR and
assQciated baseline/technical studies, makes RECON uniquely qualified to serve as the Consultant for this
project; and
2..11 The consultant warrants and represents that they are experienced and staifed in a manner such
that they are and can prepare and deliver the services required of Consultant to City within the timenames
herein provided all 10 accordance with the terms and conditions of this Agreement, and that time is of the
essence; and
212. The Environmental Review Coordinator has negotiated the details of this agreement 10
accordance \vith the Environmental Review Procedmes setforth in the Environmental Review Procedmes and
in Section 256 of the Chula Vista Municipal Code;
213 The Applicant has deposited or will deposit funds for the consulting selvices necessary for the
preparation of the environmental documents;
2.14.. The proposed contI act with RECON to provide consultant services would be in an amount not to
exceed $388,400 with an addItional $97,100 for additional services should they be necessary
(End of Recitals)
7/24/09
Ibree~Party Agreement
Page 35
10-84
Exhibit C
Compensation Schedule and Deposit: Terms and Conditions
( X) Single Fixed Fee Arrangement
For performance of all of the General and Detailed Services of Consultant as herein required,
Applicants shall pay a single fixed fee in the amounts and at the times or milestones set fOIth below:
(x) Single Fixed Fee Amount: $388,400
Milestone or' Event Amount or Per'cent
of Fixed Fee
1 Signing of this agreement by all parties and upon the $58,260 (15%)
request oUhe Consultant.
2 Submittal ofFrrst Screen check Environmental $135,940 (35%)
Document*
3 Submittal of Second Screen check Enviromnental $38,840 (10%)
Document**
4, Commencement of Public Review $58,260 (15%)
5, Completion of Final Environmental Document $58,260 (15%)
6 Completion of All Remaining Tasks as outlined in $38,840 (10%)
Exhibit "A" to this Agreement (retention)
Subtotal $388,400
7 25% Contingency Fee*** (for additional work if
requested by the applicant, and agreed to by the City, $97,100
pursuant to Section 3.2 1)
Total Fixed Fee Amount $388,400
*
For pmposes 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 satisfaction of the
Enviromnental Review Coordinator Payment shall not be made until the City's Environmental
Review Coordinator determines that a complete screen check document has been submitted,
**
For pmposes of payment the second screen check shall completely addIess all comments identified
in the first screen check to the satisfaction of the Environmental Review Coordinator. Payment
shaJl not be made until the City's Environmental Review Coordinator determines that a complete
second screen check document has been submitted
7124/09
Three-Party Agreemenr
Page 36
10-85
***
Pursuant to Section 3.2.2 of this Agreement, the Environmental Review Coordinator in their sole
discretion independently and 01 upon request from the Consultant, may fjom time to time, negotiate
additional selvices to be pelfOlmed by the Consultant under this Agreement in order to cover
unforeseen issues that may be identified during the preparation of the environmental document
("Additional Selvices") rhe cost of Additional Selvices in connection with the environmental
document shall not exceed 25% of the total contract amount ($388,400).
( ) Phased Fixed Fee Anangement.
For the performance of each phase or portion of the General and Detailed Services of
Consultant as are sep31ately identified in Exhibit C, under the category labeled "Phased Fixed Fee
Arrangement", Applicant shall pay the fixed fee associated with each phase of Services, in the
amounts and at the times or milestones set forth herein below ("Phase Fixed Fee Arrangement").
Consultant shall not commence Services under any Phase, and shall not be entitled to the
compensation for a Phase, unless Applicants shall have issued a notice to proceed to Consultant as to
said Phase.
Fee for Phase
Said Phase
( ) Time and Materials
For performance of the General. and Detailed Services of Consultant as herein required,
Applicants shall pay Consultant for the productive homs oftime and material spent by Consultant in
the perfOlmance of said Services, at the rates or 31llounts set forth herein below according to the
following telms and conditions:
( ) Not-to-Exceed Limitation on rime and Materials Arrangement
Notwithstanding the expenuitme by Consultant of time and materials in excess of said
Maximum Compensation amount, Consultant agrees that Consultant will perform all ofthe
General and Detailed Services herein required of Consultant for $
including all Materials, and other. "reimburseables" ("Maximum Compensation")
( ) 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 Council. Nothing herein shall preclude Consultant from providing additional Services
at Consultant's own cost and expense.
7124109
Three-Party Agreement
Page '37
10-86
Rate Schedule
Category of Employee Emolovee Name Hourly Rate
Principal Charly Bull $17800
Principal. Senior Project ~fanager Bobbi Herdes $17800
Principal, Air QualitylNoise Dave Gottfredson $17800
Senior Planner Donna Steel $14600
Senior Planner Lori Spar $14600
Senior Biologist Gerry Scheid $14600
Senior Biologist Wendy Loeffier $14600
Archaeologist. Associate Jackson Underwood $]]900
Archaeologist, Analyst BaIlY PIice $9900
Associate Environmental Planner Karen Bowling $11900
Associate Environmental Planner Iisa Iind $11900
Environmental Analyst I ance Unverzagt $99 00
Environmental Analyst Matt loseph $99 00
Assistant, Air QualitylNoise Jesse Fleming $84.00
Assistant Biologist Beth Proscal $84.00
Assistant Biologist Anna Bennell $84.00
Research Assistant Daniela Fromer $73.00
Research Assistant Colin Water $73 00
GIS Specialist Sean Bohac $78 00
Graphic Designer Vince Martinez $78 00
Production Specialist 1I Linda Evans $59 00
Production Specialist I Greg Kazmer $52.00
The assignment and time allotment of principals wotking on the EIR shall be as follows:
:~f$~i~~~~~~i1~~~1t~&~~~~~;~~ :~~ijl)~lfet~~~il1~~l~lil!~~ ~~\it~~1lifJi~~~';li~i~~t~
Provide technical support for
Attend meetings and hearings Attend meetings and hearings air, noise and global climate
change issues
Provide technical oversioht and d irectron Project manaoement
1 27 hours 255 hours 66 hours
.Other individuals from the Consultant fum may be substituted in place oithe names listed solely at
the discretion of the City's Environmental Review Coordinator
( ) Hourly rates may increase by 6% fOT services rendered after
7/24/09
Three-Party Agreement
Page 38
10-87
Materials Separately Paid For by Applicant -
( ) Materials
Reports
Copies
( ) Travel
( ) Printing
( ) Postage
( ) Delivery
( ) Long Distance 1 elephone Char'ges
(X) Other-SANDAG Model Run Fees
Cost or Rate
NA
NA
NA
NA
NA
NA
NA
Deposit
(Xl Deposit Amount: $58,260. The remaining contract balance of$330, 140 shall be deposited
incrementally in accordance with milestone payments noted in Exhibit "c" and as follows:
$135,940 paid to the City 30 days prior to the completion of Milestone No.2; $38,840 paid
to the City 30 days prior to completion of Milestone No.3; $58,260 paid to the City 30 days
prior to the completion of Milestone No 4; $58,260 paid to the City 30 days prior to the
completion of Milestone No.. 5; $38,840 paid to the City 30 days prior to the completion of
Milestone No 6 Applicant further agrees to deposit within 10 days a sum estimated to be up
to $97, 1 00 (contingency fee) for additional services if such services ar'e requested pmsuant to
Section 32.1 or Section 3.2 2.
(X) Use of Deposit to Pay Consultant
Notwithstanding the sole duty and liability of Applicant to pay Consultant, if this paragraph is
"checked", upon City's receipt of billing by Consultant, and determination by City in good faith that
Consultant's billing is proper, a judgment for which Applicant agrees to hold City harmless and
waive any claim against City, City shall pay Consultant's billing from the amount of the Deposit 1f
Applicant shall protest the propriety of a billing to City in advnnce of payment, City shall consider
Applicant's protest and any evidence submitted prior to the due date for the payment of said bill by
Applicant in making its good faith determination of propriety.
() Use of Deposit as Security Only; Applicants to Make Billing Payments
Upon determination by City made in good faith that Consultant is entitled to compensation
which shall remain unpaid by Applicant 30 days after billing, City may, at its option, use the Deposit
to pay said billing
(X) Bill Processing:
A Consultant's Billing to be submitted for the following period of time:
Three~Party Agreement
Page3 9
7/24/09
10-88
( ) MontWy
( ) QU3Iterly
(X) Othel: Milestone
B Day of the Period for submission of Consultant's Billing:
( ) First oithe Month
( ) 15th Day of each Month
( ) End of the Month
(X) Other: Upon Completion of Miles tone
C City's Account Number: To be assigned after agreement is processed..
D Secwity fOT Performance
( ) Performance Bond, $
( ) Letter of Credit, $
( ) Other SecUlity:
Type:
Amount: $
(X) Retention If this space is checked, then notwithstanding other provisions to
the contr3IY requiring the payment of compensation to the Consultant sooner,
the City shall be entitled to retain, at their option, the following Retention
Percentage until the City determines that the Retention Release Event, listed
below, has occuned:
( ) Retention Percentage: 10%
( ) Retention Amount: $
Retention Release Event:
(X) Completion of All Consultant Services to the satisfaction ofthe
Environmental Review CoordinatOI
() Monthly
( ) Qu3Iterly
(X) Other: In accordance with the_milestones provided herein.
B
Day ofthe Period for submission of Consultant's Billing:
( ) First of the Month
( ) End of the Month
(X) Other: Upon completion ofthe milestones identified herein.
Three-Party Agreement
Page 40
7/24/Q9
10-89
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8
LEGEND
I'.'"".',"j SUa,ECT PROPERTY
OIC OTAYUND CO/.{PANY
DESIGNA lCD
NOTES
1. ALL BEARINGS SHOYrN ARE per R..as.
16504, RECOROED .J/9/2000, AS fiLE
Na 2000-120683, IN DfE CDUNTY OF
SAN DIEGO. 5Tr1lE: OF CAliFORNIA.
NO T TO SCALE
AREA TOTALS
VICINITY MAP
OlC PARCEL "B"
OLC PARCEl. "C"
TOTAL
rDT.4L. rCE AREA = 278.72 ACRES:t
TOTAL FEE AREA - J7J'.00 ACRES:
551.7.2 ACRES;t
DESCRIPTION EXCEPTIONS
ow PARCEL "a" IlF),(Sc
1 SAN DIEco-OTA Y PIPEliNE RIG-/l OF WA Y. AS SHOfW IN DEED BOOK 5'37, PAa:' 463. RECORlJElJ 7/14/1923'" DEEIJ
BOOK 598; PAGE 54. RECOR!JEJ) 12/20/1912
2 SOUTH SAN olEeo RESERVOIR. PORllON ""LOT 28... 27 C/?ANTEfJ TO rrlE CITY OF SAN DIECO IN DEW RECORDED
8/2.7/1972 UNDER RLE/I'ACE NO. 2222672. CFFIClAL RECORDS.
J S"AN J)JEGo--CORONADO PIPWNE RfGiT CF WA Y. AS SHOmllN DEED BOCK .570. PAGE 713; RECORDED 6/24/1912.
4 PARCEL 3 IN A},(ENDED COAlPLA/NT" IN CONDEJlNA !lON CI'.t1L NO. 7.9-0907-N, RECORDED IN THE. 0FFlCE.' OF' lli.:
COUN7Y RECORDER OF SAN D/EG~ COUNTY, JANUARY 15. 1980 A S' OOC/..iMENT NO. 80-/3755'1
CLC PARCEl. "'c'" JlEJIS
.5 PORnON OF LOT 17. CONYF'tF[) TO THE SOUlHERN CAliFORNIA MOUNTAIN WAlDi' COMPANY. BY OEED DATED APRIL
11. 1912. AND RECORDED ,j{jNE 24" 1912/N BOOK 57Q PAGE 11"J OFDE:EO~ OFF1C1AL RECORDs..
6 ?ARCEl. 3.201a-1. A PORnON oFLOTS 17 Jr 18 crOTA YRANCliO IN tHE GTYOF CHULA t1'STA~ COUNTYCF SAN
lJIEGO. CRANTED TO THE STA fE OF CALiFORNIA IN DEED RECOROW 9/1/2005 UNDER Doc.. NQ 200.5-0759298.
7 PORTION OF LOT 16 COHYDCD TO 11-/E COUNTY OF SAN DIEGO IN DEED RtCORom 2/28/200'; AS DOC. NO.
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SAN MAR.CCS. CA 92069
760.891.32CO
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OWNERSHIP EXH1SIT
LOTS 16, 17, '18, RANCHO OTAY
COUNTY OF SAN DIEGO
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Stante<:
ATTACHMENT "A"
10-92
DAlE: 04 JO 2008
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SHEET: J OF J
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CHULA VISTA
Memorandum
Development Services Department
DATE:
August 4, 2009
TO:
Honorable Mayor and City Council
Gary Halbe~eputy City Manager / Director of Development
FROM:
SUBJECT:
Item #10 - Errata Sheet
Upon final review of the Three Party Agreement Between the City of Chula Vista, RECON and the
Otay Land Company, the Otay Land Company has requested the removal of Section 3.3.1.1.1 from
the contract. Staff has reviewed the section and determined that this provision is adequately covered
in the University Villages Processing Agreement that was approved on June 23,2009.
Staff is in support ofthe amendment, and recommends that Council adopt the resolution subject to
the minor alterations identified by strikeout/underline in the attached errata sheet.
3.3.1.1.1. City shall also be entitled to retain from said
Deposit all costs inc~lrred by City fDr which it is entitled to compensation by law or under
the terrns of this agreement.
3.3. 1. 1..L;6. All interest earned on the Deposit Amount, if
any, shall accrue to the benefit of, and be used for, Trust purposes. City may, in licu of
deposit into a separate bank account, separately account for said dcposit in one or more of
its various bank accounts, and upon doing so, shall proportionately distribute to the
Deposit Trust, the average interest earned during the period on its general fund.
3.3.l.l.;?". Any unused balance of Deposit Amount,
including any unused interest earned, shall be returned to Applicant not later than 30 days
after the termination of this Agreement and any claims resulting therefrom.
3.3.1.1.14. Applicant shall be notified within 30 days after
of the use of the Deposit in any manner. Nothing herein shall invalidate use of the
Deposit in the manner herein authorized.
3.3.1.1.~. At such time as City shall reasonably dctermine
that inadequate funds remain on Deposit to secure future compensation likely due
Consultant or City, City may make demand of Applicant to supplement said Deposit
Amount in such amount as City shall reasonably specify, and upon doing so, Applicant
shall, within 30 days pay said amount ("Supplemental Deposit Amount") to City. Said
Supplement Deposit Amount or Amounts shall be governed by the same tern1S of trust
governing the original Deposit.
3.3.2. Withholding of Processing. In addition to use of the Deposit as
security, in order to secure the duty of Applicant to pay Consultant for Services rendered
under this agreement, City shall be entitled to withhold processing of Applicant's
Application upon a breaeh of Applicant's duty to compensate Consultant and in such
event the force majeure provisions of the LOA shall apply.
4. Non-Service Related Duties of Consultant.
4.1. Insurance.
Consultant represents that it and its agents, staff and subconsultants employed by
it in connection with the Services required to be rcndered, are protected against the risk of
loss by the following insurance coverages, in the following categories, and to the limits
specified, policies of which are issucd by Insurance Companies that have a Best's Rating
of "A, Class V" or better, or shall meet with the approval of the City:
8/4/09
Three-Party Agreement
Page 4