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consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.
Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.
9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.
CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]
10. INDEMNIFICATION.
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A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents,
employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.
12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.
13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a
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mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.
14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.
15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.
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16. CONFLICT OF INTEREST.
A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of
CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.
B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because
CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.
18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.
19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other
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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.
20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.
21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.
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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.
24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.
To
CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Cameron Johnson
,
Principal
Integral Consulting, Inc.
601 Montgomery Street
San Francisco , CA94111
Phone: (415)602-2970
Email: cjohnson@integral -corp.com
25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.
26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have
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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.
CONSULTANT CITY OF CONCORD
, a Municipal
Corporation
By:_________________________________ By:______________________________
Name: Cameron Johnson
Name: Valerie J. Barone
Title: Principal Title City Manager
Address: 601 Montgomery Street Address: 1950 Parkside Drive San Francisco ,CA 94111
Concord, CA 94519
Telephone: (415)602-2970 Telephone: (925) 671-3150
Email: cjohnson@integral -corp.com
APPROVED AS TO FORM: ATTEST:
Susanne Meyer Brown
Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:
Concord, California
Date:
I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED
DURING THE CURRENT FISCAL YEAR
2025/2026 TO PAY THE ANTICIPATED
EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.
THE SUM OF $496,800. Account Code 4029500C999-63800/4022721211-63800.
Finance Director's Signature
Integral Consulting Inc.
601 Montgomery Street
Suite 888
San Francisco, CA 94111
telephone: 415.393.4750
www.integral-corp.com
Confidential and Proprietary
Not for Third Party Distribution
May 8, 2026 Reference No. C3837
Guy Bjerke
Director of Community Use Planning
City of Concord
1950 Parkside Drive, Suite
M/S 56
Concord, CA 94519
Subject: Permitting Task Review- Concord Redevelopment Project Dear Mr. Bjerke:
Thank you for the opportunity to continue providing professional environmental entitlement and strategy development services for the Redevelopment of the Concord Naval Weapons Station. I am attaching to this letter a Scope of Services, requesting approval of proposed budget for a total of three fiscal years FY 2026-27 Fiscal Year
(March – Feb), the 2027-2028 Fiscal Year (March- Feb), as well as for the 2028-2029 Fiscal Year (March – Feb), pursuant to the Professional Services Agreement between the City of Concord and Integral Consulting, LLC (dated August 28, 2023).
The attached Scope of Work reflects a continuation of the permitting work that is currently underway, and will focus on completion of agency negotiation and permitting, as well as work with the new project developer. Tasks are expected to include meetings with the developer to meet agency requirements, as well as to provide background on regulations and site constrain
ts, followed by engagement with the regulatory agencies.
Please see the attached spreadsheet with the current requested budget proposal. Cost estimates include
a 5% annual escalation rate.
EXHIBIT “A”
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
SCOPE OF SERVICES
FY 2026/2027
Task 1: Regulatory Planning and Support
Service may include the following: Development of project strategies for attaining required agency permits (Including Clean Water Act, Endangered Species Act, National Environmental Policy Act, among others), review of Developer plans and provision of inputs to engineers and designers regarding regulatory pathways. Task is expected to include meetings with the City team, Developer team, as well as regulatory agencies including the U.S. Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and the California Department of Fish & Wildlife (CDFW).
Meetings with the Developer are expected to include the Developer’s engineering and design teams, for layout the proposed project, analyses of project impacts, and discussions regarding most likely agency responses. These meetings will also generate data required to feed into permit application packages, and development of final mitigation strategies.
Meeting schedule with only City (internal team) are assumed to be weekly, with preparation and research time included (8 hours per week).
Meeting schedule with the City and Developer teams are assumed to be weekly, with preparation and research time included (8 hours per week).
Meetings with the agencies are expected to occur 4 times (each 3 months), and include 8 hours (including preparation), per meeting.
Total hours include
864, over a twelve month period (Principal).
Cost Estimate: $335,000.00
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
Task 2: Jurisdictional Determination
The jurisdictional determination map that was previously verified by USACE for the project site has expired. Initial discussion with the USACE South Branch Chief has indicated that the map will need to be re-visited and re-verified by USACE due to 1) the age of the previous map, and 2) the new changes in agency jurisdiction due to a recent Supreme Court Case.
This task intends to take a 2-step approach; Firstly, discussions with the USACE to confirm methodologies required to meet agency standards, and secon dly re-mapping and report
writing for submittal to the agency. We are hopeful that the agency will agree to allow an approach that includes field research to confirm that the site conditions have not changed (i.e., the previous map remains valid), with the agreement to re -map any areas that have experienced changes in the field. The general idea is to produce a map, based on the previous efforts, that the USACE and the RWQCB will agree represent their current respective jurisdictional limits. This task, including agency meetings, field delineation, and subsequent map production and report writing, is expected to include 176 hours (16 hours with the agencies, 160 hours for mapping and report writing) (Senior).
Cost Estimate: $52,000
Task 3: Mitigation Plans - Wetlands
Service includes mitigation planning assistance for existing mitigation proposal (including airfield mitigation area). This cost estimate assumes the preparation of a Mitigation and Monitoring Plan, and a Long Term Management Plan, for the airfield mitigation site. These plans will include specific management and performance criteria that will be included as conditions in the regulatory agency permits. Cost Estimate includes up to 160 hours of document writing and preparation, as well as one round of edits following review by the regulatory agencies (Senior).
Cost Estimate: $47,000
Task 4: Draft and Submit request for Water Quality Certification:
Service is expected to include preparation of permit application documents (including all support documents) for submittal to the Regional Water Quality Control Board. Task will run concurrent with on -going negotiation and final permit issuance by the US A rmy Corps of Engineers (forthcoming Section 404 Individual Permit). The current strategy includes requesting an overall (umbrella) 401 permit that would parallel the Individual Permit requirements and include all anticipated near-term AND long-term impacts to Clean Water Act jurisdiction, with a specific focus on the impacts associated with Phase 1 of the project.
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
This estimate of costs assumes a total of 200 hours of effort as detailed below (Senior).
Cost Estimate: $59,000
Task 5: Draft and Submit request for Streambed Alteration Agreement Service is expected to include preparation of permit application documents (including all support documents) for submittal to the California Department of Fish & Wildlife (CDFW).
Task will run concurrent with on
-going negotiation and final permit issuance by the US Army Corps of Engineers (forthcoming Section 404 Individual Permit), and the submittal of the request for Water Quality Certification (Section 401). This estimate of costs assumes a total of 200 hours of effort as detailed below (Senior).
Cost Estimate: $59,000
Total FY 2026/2027: $552,000
Total FY 26/27 with 10% Cost Reduction : $496,800
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
FY 2027/2028
Task 1: Regulatory Planning and Support
Service may include the following: Development of project strategies for attaining required agency permits (Including Clean Water Act, Endangered Species Act, National Environmental Policy Act, among others), review of Developer plans and provision of inputs to engineers and designers regarding regulatory pathways. Task is expected to include meetings with the City team, Developer team, as well as regulatory agencies including the U.S. Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and the California Department of Fish & Wildlife (CDFW).
Meetings with the Developer are expected to include the Developer’s engineering and design teams, for layout the proposed project, analyses of project impacts, and discussions regarding most likely agency responses. These meetings will also generate data required to feed into permit application packages, and development of final mitigation strategies.
Meeting schedule with the City and Developer teams are assumed to be weekly, with preparation and research time included (8 hours per week).
Meetings with the agencies are expected to occur 4 times (each 3 months), and include 8 hours (including preparation), per meeting.
Total hours include
448, over a twelve month period (Principal).
Cost Estimate: $182,000
Total FY 2027/2028: $182,000
Total FY 27/28 with 10% Cost Reduction : $163,800
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
FY 2028/2029
Task 1: Regulatory Planning and Support
Service may include the following: Development of project strategies for attaining required agency permits (Including Clean Water Act, Endangered Species Act, National Environmental Policy Act, among others), review of Developer plans and provision of inputs to engineers and designers regarding regulatory pathways. Task is expected to include meetings with the City team, Developer team, as well as regulatory agencies including the U.S. Army Corps of Engineers (USACE), Regional Water Quality Control Board (RWQCB), and the California Department of Fish & Wildlife (CDFW).
Meetings with the Developer are expected to include the Developer’s engineering and design teams, for layout the proposed project, analyses of project impacts, and discussions regarding most likely agency responses. These meetings will also generate data required to feed into permit application packages, and development of final mitigation strategies.
Meeting schedule with the City and Developer teams are assumed to be twice per month ,
with preparation and research time included (8 hours per week). Meetings with the agencies are expected to occur 2 times (each 6 months), and include 8 hours (including preparation), per meeting. Total hours include 224, over a twelve month period (Principal).
Cost Estimate: $95,000
Task 2: Draft Individual Permit:
Service by the Company includes the drafting (following finalization of framework) of a DRAFT permit document for use by the USACE. We anticipate that this permit will provide the baseline document that the USACE will utilize for permit issuance, as well as for any future permit modifications (expected as each new phase comes about). This document will include specific and discrete “special conditions” that will define the requirements for the initial- as well as future phases, including timing, mitigation requirements, submittal requirements, minimization and avoidance measures, as well as define triggers for re - initiation with USACE and specific authorization for fill of regulated water of the U.S. This estimate of costs assumes a total of
80 hours of writing time (Principal).
Cost Estimate: $34,000
Total FY 2028/2029: $129,000
Total FY 28/29 with 10% Cost Reduction : $116,100
Scope of Work Confidential and Proprietary
Concord Redevelopment Project Not for Third Party Distribution
Estimated Fee
The total estimated fee, over three years, is $863,000.00, based upon Integral’s current rate schedule for 2026, and applies an annual escalation rate of 5%.
Rate Sheet
2026/2027 2027/2028 2028/2029
Regulatory Specialist (Principal) $386.00 $405.00 $425.00 Regulatory Specialist (Senior) $297.00 $312.00 $327.00
Regulatory Specialist (Associate) $270.00 $283.00 $300.00 Botanist $201.00 $211.00 $221.00
Thank you for your consideration of our offer. Please call me if you would like to discuss or require additional
information. We look forward to working with you in this matter.
If you have questions regarding this proposal, please reach out to me at (415) 602-2970 Respectfully,
Cameron Johnson
Principal
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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE.
Coverage shall be at least as broad as:
1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily
injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.
3. Professional Liability Coverage (Errors and Omissions).
CONSULTANT shall maintain
professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.
CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensatio
n Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.
The policies are to contain, or be endorsed to contain the following provisions:
1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.
2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.
3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.
4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.
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AGREEMENT FOR LEGAL PROFESSIONAL SERVICES
THIS AGREEMENT is entered into on April 1, 2026 (“EFFECTIVE DATE”) by and between the City of Concord ("CITY"), and Jarvis Fay , LLP, 555 12th Street, Suite 1630 , Oakland, CA 94607 ("CONSULTANT").
WHEREAS, CITY requires the assistance of outside legal counsel to perform legal advisory and litigation services for CITY.
WHEREAS, CITY desires to contract with CONSULTANT f or provision of such specialized legal expertise and services as further described herein, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements subject to the terms and conditions set forth herein, the parties agree as follows:
1. Scope of Work.
A. CONSULTANT shall assist and represent the CITY in all matters, including but not limited to, the following:
1. Provide land use advice in support of preparation of the infrastructure Master Plan and phasing related to CNWS matters, to ensure delivery of key infrastructure and related community benefits. Review and provide advice on traffic studies, which will help form the ba sis for e ventual mi tigation programs.
2. Provide CEQA advi ce related to Concord Naval Weapon Station matters.
3. Advice on any rel ated matters as directed by LRA from time to time .
B. CONSULTANT shall obtain prior CITY approval for the retention of any subconsultants and/or expert witnesses.
2. Term. The term of this Agreement shall be from the EFFECTIVE DATE, set forth above until March 31, 2027, or unless otherwise terminated by either party in accordance with the terms of this Agreement, subject to available funds.
3. Consideration. As full consideration for the work to be performed by CONSULTANT, CITY shall pay CONSULTANT based upon the hourly rates for its attorney(s) assigned to assist CITY Attachment 9
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28 to be paid upon submission and approval of invoices. The hourly rates are as follows:
Reimbursable
• Senior Partner-$615
• Partner- $555
• Senior Associate-$490
• Associate - $430
• Paralegal - $275
CONSULTANT will bill time monthly on a straight hourly basis . CONSULTANT charges clients for actual costs for travel and other extraordinary expenses such as courier services and express mail, but does not separately charge for long -distance telephone calls, copying, postage, etc., adding instead for these itemized charges a four percent (4%) administrative charge to the monthly billing.
For each matter or case for which CONSULTANT provides services during the period covered in each monthly billing, invoices shall include a separate cover letter identifying the total amount billed for each matter or case. As these cover letters will be subject to disclosure through the California Public Records Act (California Government Code §§ 6250, et seq.), CONSULTANT shall ensure that the case or matter descriptions used therein do not reflect CONSULTANT impressions, conclusions, opinions, or legal research or strategy.
The total amount paid to CONSULTANT pursuant to this Agreement shall not exceed Fo ur Hundred Eighty-Seven Thousand Five Hundred Ninety-Five Dollars ($487,595) through March 31, 2027 , without CITY’s express written authorization. If requested by CITY, the “not to exceed” amount described in this Paragraph 3 may be increased upon execution of an amendment setting forth the new “not to exceed” amount, all in accordance with Paragraph 14 of this Agreement.
4. Records. CONSULTANT shall maintain accounting records and other evidence pertaining to the cost incurred and shall make the records available to authorized representatives of CITY or other governmental agency or district authorized by CITY to inspect such records. These records shall be available at all reasonable times during the Agreement period and for four (4) years from the date of final payment for work performed hereunder.
5. Key Personnel. All of the services required hereunder shall be performed by
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28 CONSULTANT or under his/her/its supervision, and all personnel engaged in the work shall be fully qualified to perform such services. Any change in the key personnel shall be subject to the written approval of CITY. The following are the key personnel for the subject of this Agreement:
Rick Jarvis, Esq. (Senior Partner)
Alexandra Barnhill, Esq. (Senior Partner)
Christie Crowl, Esq. (Partner)
6. CITY
-Authorized Representative. An authorized representative shall represent CITY in all matters pertaining to the services rendered by CONSULTANT under this Agreement. All documents and requests for information shall be submitted through this representative and CITY will cooperate with CONSULTANT in all matters relating to this Agreement in such manner as will result in the performance of such work without delay. The CITY-authorized representative is the City Attorney.
7. Termination.
A. Either party may terminate this Agreement at any time, without cause, upon seven (7) days ’ notice of discontinuance and termination of said Agreement given in writing. Such notice shall be sufficient and complete when same is deposited in the United States mail, first class postage prepaid, to the address shown in the paragraph herein concerning notice.
B. CITY may at any time, at its discretion, abandon or suspend any portion of work to be done under the terms of this Agreement.
C. In the event of CITY's abandonment or suspension of CONSULTANT's work under this Agreement, or in the event of the termination of this Agreement, CONSULTANT shall stop work at the stage directed by CITY and shall deliver to CITY all reports, pleadings, discovery, and file materials relating to the work described in Paragraph 1 above . At the discretion of CITY, CONSULTANT shall also cancel all orders for goods or services connected with this Agreement which have not been delivered or received,
8. Equal Opportunity Assurance. During the performance of this Agreement, CONSULTANT agrees as follows:
A. CONSULTANT will not discriminate against any employee or applicant for employment because of race, sex, creed, physical handicap, color, sexual orientation, or national orig in.
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28 CONSULTANT will take affirmative action to ensure that employees are treated equally without regard to race, gender, creed, physical handicap(s), color, sexual orientation, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoffs and terminations, rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post, in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
B. In the event of CONSULTANT's noncompliance with the nondiscrimination clause of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part.
9. Insurance. CONSULTANT shall, at its own expense, procure and maintain in full force at all times during the term of this Agreement the following insurance:
A. Commercial General Liability Coverage . CONSULTANT shall maintain commercial general liability insurance with limits of no less than O ne Million Dollars ($1,000,000) combined single limit per occurrence or T wo Million Dollars ($2,000,000) aggregate limit for bodily injury, personal injury, and property damage.
B. Automobile Liability Coverage . CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.
C. Professional Liability Coverage (Errors and Omissions) . CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less t han One M illion Dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
D. Compliance with State Workers' Compensation Requirements .
CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq. CONSULTANT shall, at all times,
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28 upon demand of the City, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its o fficers, officials, employees and volunteers for losses arising from work performed by CONSULTANT for CITY. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
E. Other Insurance Provisions . The policies are to contain, or be endorsed to contain the following provisions:
(1) Additional Insured. CITY, its officers, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CON SULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt noti ce to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer. (2) Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.
(3) Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, employees, or volunteers.
(4) Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement.
The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance
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28 carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. S uch policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
10. Indemnification.
A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the ne gligence, recklessness, or willful misconduct of CONSULANT in the performance of this agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CIT Y in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’S performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injuries, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. Independent Contractor. CONSULTANT is an independent contractor retained by CITY to perform the work described herein. All personnel employed by CONSULTANT, including subcontractors and personnel of said subcontractors approved by CITY, are not and shall not be deemed to be em ployees of CITY. CONSULTANT and approved subcontractors shall comply with all State and Federal laws pertaining to employment and compensation of their employees or agents, including the provision of Workers' Compensation. CITY shall not, under any circumstances, be liable to CONSULTANT or any person or persons acting for him/her/it for any death, injury, or property destruction or damage received or claimed relating to or stemming from the activities undertaken
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28 pursuant to this Agreement.
12. Notice. All notices required herein shall be sent via First Class U.S. Mail with postage prepaid thereon to the parties as follows:
To CITY: Susanne Meyer Brown, Esq .
City Attorney
City of Concord
1950 Parkside Drive MS/08
Concord, CA 94519
To CONSULTANT: Alexandra Barnhill, Esq.
Jarvis Fay, LLP
555 12 th St, Suite 1630
Oakland, CA 94607
Notices shall be deemed effectively served upon deposit in the United States Mail.
13. Assignment. CITY is entering into this Agreement in consideration of the rendition of the services required herein by CONSULTANT. CONSULTANT shall not assign any of the duties, responsibilities, or obligations of this Agreement to any other firm, company, entity, or individual, except with the express written consent of CITY. Nothing set forth in this paragraph shall preclude CONSULTANT from assigning any of the monies due and owing to him/her/it from CITY.
14. Amendment. This Agreement may be amended, modified, or changed by the parties provided that said amendment, modification, or change is in writing and approved by both parties.
15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto. No promise, representation, warranty, or covenant not included in the Agreement has been or is relied upon by any party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written above.
CONSULTANT:
Jarvis Fay, LLP
By: ____________________________________________
Name: Alexandra Barnhill
Title: Senior Partner
Email: [email protected]
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28 CITY OF CONCORD
By: ____________________________________________
Susanne Meyer Brown, City Attorney
CONFIDENTIAL MEMORANDUM
ATTORNEY -CLIENT PRIVILEGED
DATE: April 3, 2026
TO: Guy Bjerke, Economic Development and Base Reuse Director Susanne Schwab, Associate Principal at Placeworks
FROM: Alexandra M. Barnhill, Special Counsel
RE: Scope of Services and Estimated Budget for Brookfield CNWS 2026-2029 This memo responds to your request for a scope of work and budget for our firm’s work on the Brookfield Concord Naval Weapon Station (“CNWS”) base reuse project (“Project”) for the three- year period from April 1, 2026 through March 31, 2029. Our firm has been providing legal advice to the City on the land use, entitlement, and California Environmental Quality Act (“CEQA”) review of the Project since 2016.
Our scope of work is included as Attachment 1, and is based on our current understanding of the proposed Project.1 We will provide legal services and advice for several key Project components:
(1) the Specific Plan, (2) CEQA, (3) Infrastructure Master Plan, and (4) Other – Legislation.
The budgeted amounts are based on our reimbursable rates, not our discounted public agency rates, because Brookfield has agreed to reimburse the City for the costs of processing the Project. Our rates for Year 3 will remain at our current reimbursable rate tier in our Legal Services Agreement of $615 for Senior Partners/Of Counsel, $555 for Partners/Of Counsel, $490 for Senior Associates, $430 for Associates and $275 for Paralegals. For Year 4, our rates will adjust for CPI to the next rate tier of $650 for Senior Partners/Of Counsel, $585 for Partners/Of Counsel, $520 for Senior Associates, $455 for Associates and $285 for Paralegals. The rate will remain at this same tier for Year 5.
I have included as Attachment 2 the Excel budgeting spreadsheet with proposed budget amounts inserted in the relevant Jarvis Fay work-related cells. ** END OF MEMO **
Attachment 1 – Jarvis Fay Scope of Work
Attachment 2 – Jarvis Fay Budget
1 To date, Brookfield has provided a conceptual Land Use Plan, but many of the details that will dictate the scope and complexity of the Specific Plan and associated EIR (such as building heights, densities, and intensities; transportation network plans; i nfrastructure and utility master plans; community benefits; and climate information) are not yet available.
EXHIBIT “ A”
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ATTACHMENT 1
Scope of Work
Our scope of work includes legal services and advice for the following Project components: (1) the Specific Plan, (2) CEQA, (3) Infrastructure Master Plan, and (4) Other – Legislation, which are more particularly described below.
I. Specific Plan
Preparation of a Specific Plan for the Project will involve formulation of a land use planning document to implement the Area Plan. All subsequent subdivision and development, public works projects, and zoning regulations must be consistent with the Specific Plan. We anticipate our role in the Specific Planning process will involve:
• Specific Plan Document: Review and recommend revisions to the draft Specific Plan to ensure consistency with Government Code § 65450 et seq. We expect this Specific Plan to be regulatory, rather than policy driven, and for it to establish zoning level detail related to the land use plan for the site. As a result, the Specific Plan will need to be adopted by ordinance.
• Development Standards and Design Guidelines: Review and recommend revisions to the corresponding development standards and design guidelines Brookfield will propose to facilitate the implementation of the land use plan established in the Specific Plan.
• Planning and Zoning Law: Assist City staff to process the Specific Plan, General Plan amendments, Development Code amendments, infrastructure master plans, and related policy changes necessary to achieve horizontal and vertical consistency between the Specific Plan and existing City regulations.
• DA/DDA Implementation: Advise the City regarding alignment of the Specific Plan, Area Plan, and General Plan with the vested rights and community benefits provided for in the Development Agreement and Disposition and Development Agreement.
• Decision-making Body Support: Provide advice memos to the Planning Commission and City Council regarding legal issues and attend one preliminary meeting before each of these bodies related to the Specific Plan, if necessary. Review and recommend revisions to supporting documentation for these meetings including staff reports, resolutions, ordinances, and other meeting materials as appropriate.
• Public Hearings: Provide support for preparation of a presentation regarding the final Specific Plan to the Planning Commission and City Council. Prepare for and attend one hearing (required by Government Code §§ 65453 and 65353) before each of these bodies related to the adoption of the Specific Plan.
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• Legal Issues: Investigate key legal issues and make recommendations for preparation of the Specific Plan and amendment of existing City regulations. Coordination with City team and Brookfield as appropriate.
Brookfield’s conceptual land use plan is the only substantive document that has been produced as part of the Specific Planning effort to date. Given this early stage, this scope of work is necessarily speculative. We must rely on prior experience to estima te the number of hours a project of this magnitude and complexity typically requires.
The actual cost of our land use advice work will vary based on a number of factors, such as the quality of the Specific Plan drafting prepared by Brookfield’s team, whether the land use and master infrastructure plans remain stable, the number of legal issues requiring detailed review, the number of internal meetings held and draft documents to be reviewed, whether the work is completed on schedule, the involvement of other public agencies and/or utilities, the need for community workshops or additional advisory body or decision- making body meetings, and the level of public engagement and comment, particularly by special interest groups (such as affordable housing, transportation, or environmental advocacy groups and neighborhood organizations).
We will maintain an open channel of communication with the City regarding our workflow to manage expectations, stay within budget where possible, and avoid surprises.
II. CEQA
The Project will require preparation of a programmatic EIR. We anticipate that our role in preparation of the EIR and the general CEQA process for the Project will involve the following:
• Project Description: Coordinate with City team to draft the project description for the EIR, confer with the Brookfield team regarding potential revisions, and finalize for inclusion in the NOP and administrative Draft EIR.
• Notice of Preparation: Assist with the completion of the Notice of Preparation, advise regarding circulation, and review and advise on all comments on the NOP.
• Scoping Meeting: Prepare for and attend one scoping meeting.
• Impact Analysis: Work with City and consultants to determine significance criteria, evaluate impacts, and identify feasible mitigation measures.
• Technical Reports: Review technical reports (viewshed analysis, air quality/GHG analysis, transportation (VMT), noise and energy calculation worksheets) prepared by consultants to support the EIR and recommend revisions.
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• Administrative Draft EIR: Review and recommend revisions to one administrative and one screencheck Draft EIR to ensure compliance with CEQA. This review assumes the EIR will include one “no project” alternative and at least one other alternative. Coordinate with Brookfield to conduct a review of the administrative Draft EIR. Advise staff and the consultants how to respond to Brookfield’s comments.
• Draft EIR Circulation and Public Hearing: Assist the City with circulation of the Draft EIR and distribution to responsible agencies and requesting parties. Prepare for and attend one public hearing on the Draft EIR.
• Comments on Draft EIR & Responses: Review and recommend revisions to the responses to comments (oral or written) and any corresponding revisions to the Draft EIR, research legal issues, and coordinate with Brookfield as appropriate.
• Findings / Overriding Considerations: Review and recommend revisions to the draft CEQA findings and any Statement of Overriding Considerations prepared by staff and the CEQA consultant and coordinate with Brookfield as appropriate.
• MMRP: Review and recommend revisions regarding the draft Mitigation Monitoring and Reporting Program (MMRP) designed to reduce the potential environmental effects of the project. Ensure the MMRP identifies timing, responsible persons/agencies for implementing the measures, and monitoring procedures.
• Decision-making Body Support: Provide advice memos to the Planning Commission and City Council regarding legal issues and attend one preliminary meeting before each of these bodies related to the EIR, if necessary. Review and recommend revisions to supporting documentation for these meetings including staff reports, resolutions, ordinances, and other meeting materials as appropriate.
• Public Hearings: Provide support for preparation of a presentation regarding the Final EIR to the Planning Commission and City Council. Prepare for and attend one hearing before each of these bodies related to the adoption of the Final EIR. Advise regarding the City’s certification of the EIR, project approval, adoption of findings, and MMRP.
• Notice of Determination: Coordinate with City staff to timely file a Notice of Determination (NOD) to take advantage of CEQA’s short 30-day statute of limitations.
• Legal Issues: Investigate key CEQA legal issues and make recommendations for preparation of the Draft and Final EIR. Coordination with City team and Brookfield as appropriate.
Our actual costs for CEQA advice will vary based on several factors, such as the stability of the project description, the number and detail of project variants and alternatives, the quality of the consultants’ work product, the cooperation of Brookfield, discovery of unique site or project attributes, the number and nature of legal issues, the number and complexity of comments filed,
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and the level of community involvement and public scrutiny. For example, our costs may increase if the Draft EIR and technical reports prepared by the CEQA consultant and their technical advisors require us to draft or re -draft text rather than perform a s imple review. Similarly, the amount of work involved in responding to comments is entirely dependent on how many comments are filed and the level of complexity in each comment letter.
We will keep our costs as low as possible by actively participating in the preliminary stages and commenting on the Draft EIR rather than drafting revisions directly (where doing so is more efficient).
III. Infrastructure Master Plan
The Master Developer will develop an Infrastructure Master Plan, which will establish a plan to provide the backbone infrastructure necessary to support the subsequent land use improvements to be detailed in the Specific Plan. Because CNWS is largely undev eloped or underdeveloped, in many instances there is no existing infrastructure or it is inadequate to serve the planned growth.
We anticipate our role in providing legal advice in the Infrastructure Master Plan will involve the following:
• Infrastructure Master Plan Document: Review and recommend revisions to the draft Infrastructure Master Plan document to ensure consistency with federal, state, and local laws. The scope of the plan may include water, sewer, storm drain, gas, electricity, transportation, public safety, parks and recreation, and other public facilities.
• CEQA Implications: Provide advice regarding the implications of the draft Infrastructure Master Plan on CEQA review. The nature of the infrastructure proposed has the potential to have impacts in the areas of Utilities / Service Systems, Greenhouse Gas Emissions / Air Quality, Land Use / Planning, Population / Housing, Transportation, Energy, and Public Services, as those environmental factors are described in the CEQA Guidelines Appendix G Checklist.
• Decision-making Body Support: Provide advice memos to the decision- making bodies related to the Infrastructure Master Plan, if necessary. Review and recommend revisions to supporting documentation for these meetings including staff reports, resolutions, ordinances, and other meeting materials as appropriate.
• Legal Issues: Investigate key legal issues and make recommendations for preparation of the Infrastructure Master Plan and corresponding amendment of existing City regulations.
Coordination with City team and Brookfield as appropriate.
IV. Other Legal Services
Our office will assist with the process to draft and amend special legislation to render the Project exempt from CEQA and the Surplus Land Act. This involves reviewing and commenting on draft
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legislation and amendments, meeting with HCD and other interested parties to discuss drafting and alternatives, and meeting with the City, Brookfield and the sponsor’s staff to align interests.
V. Budget Assumptions
Our budget, included as Attachment 2, represents a good faith estimate of the cost of services for the work described. It assumes that our work for the Project will be completed by March 2029. If Brookfield has a stable Project description, the consultants produce high quality work independently, staff provides well -documented agenda materials, and public comments and engagement are limited, we could come in under budget. The actual costs could also be substantially higher if the Project description changes, consultant work product requires extensive review and revision, and/or public engagement is high.
Because the Project has historically had community support (the original EIR and addendum for the Reuse Plan and Area Plan were not challenged), this scope of work and budget does not anticipate having to attend multiple hearings before the same body or de aling with a significant, coordinated opposition effort. It also excludes the costs to recirculate the Draft EIR should the comments produce substantial evidence of a significant impact or other new information. Please also note that this scope of work and budget does not address the costs of the preparation of an administrative record or possible litigation expenses, which should be budgeted for separately, if need be.
We look forward to continuing to assist the City achieve its goal of preparing land use entitlements and a Specific Plan for the Project with the support of a defensible environmental document. We are happy to provide additional updates to this scope of work and budget as necessary or upon request.
ATTACHMENT 2
Budget Worksheet
Concord Naval Weapons Station
Concord Reuse
Area Planner
Senior Planner
Senior Civil
Engineer
Concord Reuse
Project Director
Concord Reuse
Project Executive
Assistant
Community
ALH Economics
Burke Williams &
Sorensen, LLP
Environmental
Risk Services
Corp.
Environmental
Science
Associates
Fieldman &
Rolapp (pending)
Garrity & Knisely
Guardian Security
Agency
HR&A Advisors
HT Harvey &
Associates
Integral
Consulting
Jarvis Fay
PlaceWorks
Towill Surveying
(pending)
Troutman Pepper
Specific Plan
Consultants
CEQA
Environmental
Consultants
Kittelson and
Associates, Inc.
Associated Right
of Way Services
(Pending)
Golf Course
Consultant (TBD)
Cost Estimate
Year 3 April 2026 - March 2027 Year 3
3.1 79,366$
72,951$ -$ -$ -$ 279,110$ -$
3.2 -$ -$ 134,920$ -$ -$ 58,750$ -$
3.3 238,098$ 72,951$ 134,920$ -$ -$ 105,750$ -$
3.4 -$ -$ -$ 310,755$ 154,075$ -$
3.5 -$ -$ -$ -$ -$ -$
3.6 -$ -$ -$ -$ -$ -$
3.7 -$ -$ -$ -$ -$ -$
3.8 Remediation Monitoring -$ -$ -$ -$ -$ -$
3.9 -$ -$ -$ -$ -$ -$
3.10 -$ -$ -$ -$ -$ 43,985$ -$ -$ 317,464$ 145,902$ 269,839$ 310,755$ 154,075$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 487,595$ -$ -$ -$ -$ -$ -$ -$ 1,740,323$ Year 4 April 2027 - March 2028 Year 4
4.1 165,399$ 65,156$ -$ -$ -$ 279,500$ -$
4.2 -$ -$ 140,586$ -$ -$ -$
4.3 165,399$ 108,593$ 56,235$ -$ -$ 416,065$ -$
4.4 -$ -$ -$ 323,807$ 160,546$ -$
4.5 -$ -$ -$ -$ -$ -$
4.6 -$ -$ -$ -$ -$ -$
4.7 -$ -$ -$ -$ -$ -$
4.8 Remediation Monitoring -$ -$ -$ -$ -$ -$
4.9 -$ -$ -$ -$ -$ -$
4.10 -$ -$ -$ -$ -$ -$ 330,798$ 173,749$ 196,821$ 323,807$ 160,546$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 695,565$ -$ -$ -$ -$ -$ -$ -$ 1,942,014$ Year 5 April 2028 - March 2029 Year 4
5.1 -$ -$ -$ -$ -$ 341,575$ 341,575$
5.1 -$ -$ -$ -$ -$ -$
5.3 -$ -$ -$ -$ -$ 248,300$ 248,300$
5.4 -$ -$ -$ -$ -$ -$
5.5 -$ -$ -$ -$ -$ -$
5.6 -$ -$ -$ -$ -$ -$
5.7 -$ -$ -$ -$ -$ -$
5.8 Remediation Monitoring -$ -$ -$ -$ -$ -$
5.9 -$ -$ -$ -$ -$ -$
5.10 -$ -$ -$ -$ -$ 35,000$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 589,875$ -$ -$ -$ -$ -$ -$ -$ 648,262$ 319,651$ 466,660$ 634,562$ 314,621$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ 1,773,035$ -$ -$ -$ -$ -$ -$ -$ -$ 4,272,212$ Subtotal
Community Outreach
Resource Permitting
EDC Negotiations
Other
Specific Plan
Infrastructure Master Plan
CEQA Review
LRA Operations
DDA Negotiations
Total
Total
Community Outreach
Other
Projected Spend Worksheet
3/20/2026
Specific Plan
Infrastructure Master Plan
CEQA Review
LRA Operations
DDA Negotiations
Subtotal
ConsultantsCity of Concord
Other
Subtotal
Specific Plan
Infrastructure Master Plan
Resource Permitting
EDC Negotiations
Resource Permitting
EDC Negotiations
CEQA Review
LRA Operations
DDA Negotiations
Community Outreach
10/2022 1
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on Ma y 26, 2026 between the City o f Concord, a California municipal corporation, ("CITY") and Placeworks, Inc, S Corporation , 2040 Bancroft Way Suite 400, Berkeley, CA 94704 (“CONSULTANT”).
THE
PARTIES ENTER THIS AGREEMENT based u pon the following facts, u nderstandings and intentions:
The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of t his Agreement, upon the t erms and conditions he reinafter set forth.
NOW, THEREFORE, I N CONSIDERATI ON of the mutual c ovenants and p romises of t he parties herein co ntained, the parties h ereto agree as follows:
1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.
2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's
Authorized Representative, CONSULTANT shall perform the services described in det ai l in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this Agreement.
3. PAYMENT. The compensation t o be paid to CONSULTANT including payme nt for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no ev e nt shall the amou nt CITY pays CONSULTANT exc eed Fifty Thousand dollars ($50,000
) for the term of this Agreement. Any Amendment to this Agreement that includes an increase to this compensation amount shall be made in accordance with Section 5 below.
CONSULTANT may submit monthly statements for services rendered ; all statements sha ll include adequate doc
umentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that meets all requirements of this Agreement. Payment by CITY shall not
be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the time of payment.
Attachment 10
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4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department . The CONSULTANT’s authorized representative is Karen Gulley, Managing Principal, Design .
5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such services.
A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section
3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.
CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.
6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers,
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officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.
CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.
As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments no w or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .
7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.
8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.
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Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.
9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.
CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any ma nner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon re quest, to the CITY without restriction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]
10. INDEMNIFICATION.
A. For Design Professional Services Only. Pursuant to California Civil Code
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Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.
12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.
13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and
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reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.
14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.
15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprentic eship.
B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.
16. CONFLICT OF INTEREST.
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A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.
B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) P ossesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.
18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.
19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other
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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.
20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.
21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.
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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.
24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.
To CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Karen Gulley ,
Managing Principal, Design
Placeworks, Inc
2040 Bancroft Way Suite 400
Berkeley, CA 94704
Phone: (714)966-9220
Email: [email protected]
25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.
26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have
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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.
CONSULTANT CITY OF CONCORD, a Municipal
Corporation
By:_________________________________ By:______________________________ Name: Karen Gulley Name: Valerie J. Barone
Title: Managing Principal, Design Title City Manager
Address: 2040 Bancroft Way Suite 400 Address: 1950 Parkside Drive Berkeley,CA 94704 Concord, CA 94519
Telephone: (310)581-0900 Telephone: (925) 671-3150
Email: kgulley@placeworks. com
APPROVED AS TO FORM: ATTEST:
Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:
Concord, California
Date:
I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 2025/2026 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.
THE SUM OF $50,000. Account Code 4029500C999-63800/4022721211-63800.
Finance Director's Signature
April 1, 2026
Guy Bjerke
Director, Economic Development & Base Reuse
City of Concord
Economic Development & Base Reuse Department
1950 Parkside Drive
Concord, CA 94519
Subject: Continued Staff Services for Concord Naval Weapons Station Reuse Land Use Planning and Design
Transmitted via Email: [email protected]
Dear Mr. Bjerke:
Thank you for the opportunity to continue to provide staff support to the City of Concord as it moves forward with Brookfield as Master Developer for the Concord Naval Weapons Station (CNWS) site. We know this project is important to the City. Our knowledge of the project, combined with our experience with other base reuse plans and large development projects, makes us uniquely qualified to assist the City as it moves into preparation of the Specific Plan with Brookfield.
Understanding of the Project
The LRA has selected Brookfield as the Master Developer for the site. PlaceWorks has served as the Urban Planning consultant through selection of the most recent Master Developer. As the LRA moves into the next steps with Brookfield the role of the Urban Planning consultant will be to assist the LRA and its other consultant team members in:
• Review of the Land Use Plan for consistency with the CRP Area Plan , state requirements for Specific Plans, and industry best practices;
• Preparation of/ assistance with materials including staff reports, presentations, and webpage content;
• Assistance and coordination with the consultant team, selected master developer, BART, US Navy, EBRPD, and others involved in the project; and
• Other tasks as identified.
Scope of Work
This section describes the scope of services to be completed by PlaceWorks during Years 3-5.
Task 1.1 – Specific Plan
Time in this task is mostly focused on Year 3 transition as the Specific Plan and EIR team begin work. Time in this task would be to assist City with review of the Specific Plan for consistency with City goals and objectives, Area Plan Consistency and/or updates to the Area Plan. This also EXHIBIT “A”
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includes coordination time with the team working on the Specific Plan and EIR, especially related to the project description.
Task 1.2 Infrastructure Master Plan /Concord Reuse Project Area Plan Consistency In this task PlaceWorks will assist the LRA with review of the Land Use Plan, infrastructure and phasing for consistency with the revised Area Plan. The PlaceWorks team has expertise in a variety of planning and related land use expertise, for this task our team is able to:
» Review Draft Plans including but not limited to: land use, circulation, and infrastructure.
Deliverable(s): Participation in meetings regarding the infrastructure master plan, preparation of review memos outlining edits, comments and ideas for LRA and Brookfield consideration.
Task 1.3 CEQA Review N/A
Task 1.4 LRA Operations
» Participate in weekly team check-in calls
» Assist with other agency coordination related to the Plan » Assist with preparation for City Council study sessions and public hearings, including preparation of staff reports, progress reports, presentation materials, etc.
Deliverable(s): Weekly check-in calls, other agency meetings/calls, presentation materials, meeting notes and summaries as needed.
Task 1.6 Community Outreach – N/A
Task 1.7 Natural Resource Permitting. Time in this task is to assist with coordination between the Specific Plan and Resource Permitting on an as needed basis.
Deliverable(s): Participation in related meetings/calls, preparation of memos and exhibits as needed.
Task 1.8 Remediation Monitoring – N/A
1.9 Economic Development Conveyance (EDC) Negotiations . PlaceWorks will assist the LRA team with tracking and negotiating EDC related items to ensure they are carried through the future Specific Plan and other related documents.
Deliverable(s): Participation in related meetings/calls, and EDC tracking by negotiated item.
1.10 Other. N/A
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Cost Estimate
As shown in Table 1, the estimated cost to complete this scope for over a 3-year period.
» Year 3 (April 1 2026 - March 31, 2027)
» Year 4 (April 1 2027 - March 31, 2028)
» Year 5 (April 1 2028 - March 31, 2029
PlaceWorks standard fee schedule is also provided in Table 2.
PlaceWorks bills for its work on a time-and-materials basis with monthly invoices.
Table 1. Cost Estimate by Task – See also Reimbursable
Budget Worksheet for breakdown of cost by year
Task Year 3 Year 4 Year 5
Labor and Expenses
Task 1.1 Specific Plan $10,000 $25,000 $10,000
Task 1.2 Infrastructure Master Plan $5,000 $5,000
Task 1.3 CEQA Review
Task 1.4 LRA Operations $25,000 $5,000 $5,000
Task 1.5 Disposition and Development
Agreement (DDA) Negotiations)
Task 1.6 Community Outreach
Task 1.7 Natural Resource Permitting $5,000 $5,000 $5,000 Task 1.8 Remediation Monitoring
Task 1.9 Economic Development Conveyance
Negotiations $5,000 $5,000 $5,000
Task 1.10 Other
TOTAL $50,000 $45,000 $25,000
GRAND TOTAL $120,000
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Table 2. PlaceWorks 2026 Standard Fee Schedule
Acknowledgment
This proposal shall remain valid for a period of 90 days from the time of submittal. The signatories are authorized to bind PlaceWorks to the contents of this submittal and to negotiate contracts on behalf of PlaceWorks.
If you have any questions, please contact Suzanne Schwab, Project Manager, at 714.966.9220 or [email protected].
We look forward to working with you to bring about the successful completion of this project.
Respectfully submitted,
PLACEWORKS
Karen Gulley
Managing Principal, Design
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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work b y CONSULTANT, their agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE.
Coverage shall be at least as broad as:
1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.
3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.
CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.
The policies are to contain, or be endorsed to contain the following provisions:
1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.
2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.
3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.
4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.
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AGREEMENT FOR LEGAL PROFESSIONAL SERVICES
THIS AGREEMENT is entered into on April 1, 2026 (“EFFECTIVE DATE”) by and between the City of Concord ("CITY"), and Troutman Pepper Locke , LLP, Three Embarcadero Center , Suite 800, San Francisco , CA 94 111 ("CONSULTANT").
WHEREAS, CITY requires the assistance of outside legal counsel to perform legal advisory and litigation services for CITY.
WHEREAS, CITY desires to contract with CONSULTANT f or provision of such specialized legal expertise and services as further described herein, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements subject to the terms and conditions set forth herein, the parties agree as follows:
1. Scope of Work.
A. CONSULTANT shall assist and represent the CITY in all matters, including but not limited to, the following:
1. Advice, support and direction in the preparation of natural resource permitting implementation of the Biological Opinion and continued coordination for the 404/401 permitting, CESA take permit and a framework for a 1600 Agreement.
2. Advice for overall resource permitting efforts and overall strateg y for implementing the Biological Opinion’s terms and conditions , including negotiations with outside agencies and coordinating resources permitting with Master Developer , finalizing a habit mitigation plan and long -term funding agreements.
3. Review of resource permitting issue impacts on Master Developer land use plans, as well as review of land use plan and potential impacts on ongoing permitting, and continued coordination and negotiation with the permitting authorities.
4. Assist in EDC negotiations and terms that reflect and implement the parties’ role in the statewide permitting process, and responsibilities under sitewide natural resources permits and conditions.
5. Advice on any rel ated matters as directed by LRA from time to time .
B. CONSULTANT shall obtain prior CITY approval for the retention of any subconsultants and/or expert witnesses.
2. Term. The term of this Agreement shall be from the EFFECTIVE DATE, set forth Attachment 11
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28 above until March 31, 2027, or unless otherwise terminated by either party in accordance with the terms of this Agreement, subject to available funds.
3. Consideration. As full consideration for the work to be performed by CONSULTANT, CITY shall pay CONSULTANT based upon the hourly rates for its attorney(s) assigned to assist CITY to be paid upon submission and approval of invoices. The hourly rates are as follows:
A. For cost recovery matters, where a developer or other private is obligated to pay the CITY’s legal bills, we will charge our Private Rates.
Shawn Zovod, Partner - $1,290 per hour
Elizabeth Glusman , Associate - $1,03 0 per hour
Stephanie Collins , Senior Environmental Specialis t - $580 per hour CONSULTANT will bill time monthly on a straight hourly basis . CONSULTANT charges clients for actual costs for travel and other extraordinary expenses such as courier services and express mail, but does not separately charge for long -distance telephone calls, copying, postage, etc., adding instead for these itemized charges a four percent (4%) administrative charge to the monthly billing.
For each matter or case for which CONSULTANT provides services during the period covered in each monthly billing, invoices shall include a separate cover letter identifying the total amount billed for each matter or case. As these cover letters will be subject to disclosure through the California Public Records Act (California Government Code §§ 6250, et seq.), CONSULTANT shall ensure that the case or matter descriptions used therein do not reflect CONSULTANT impressions, conclusions, opinions, or legal research or strategy.
The total amount paid to CONSULTANT pursuant to this Agreement shall not exceed Three Hundred Twenty -Nine Thousand Four Hundred Dollars ($ 329,400 ) through March 31, 202 7, without CITY’s express written authorization. If requested by CITY, the “not to exceed” amount described in this Paragraph 3 may be increased upon execution of an amendment setting forth the new “not to exceed” amount, all in accordance with Paragraph 14 of this Agreement.
4. Records. CONSULTANT shall maintain accounting records and other evidence pertaining to the cost incurred and shall make the records available to authorized representatives of CITY or other governmental agency or district authorized by CITY to inspect such records. These
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28 records shall be available at all reasonable times during the Agreement period and for four (4) years from the date of final payment for work performed hereunder.
5. Key Personnel. All of the services required hereunder shall be performed by CONSULTANT or under his/her/its supervision, and all personnel engaged in the work shall be fully qualified to perform such services. Any change in the key personnel shall be subject to the written approval of CITY. The following are the key personnel for the subject of this Agreement:
Shawn Zovod, Esq.
6. CITY-Authorized Representative. An authorized representative shall represent CITY in all matters pertaining to the services rendered by CONSULTANT under this Agreement. All documents and requests for information shall be submitted through this representative and CITY will cooperate with CONSULTANT in all matters relating to this Agreement in such manner as will result in the performance of such work without delay. The CITY-authorized representative is the City Attorney.
7. Termination.
A. Either party may terminate this Agreement at any time, without cause, upon seven (7) days ’ notice of discontinuance and termination of said Agreement given in writing. Such notice shall be sufficient and complete when same is deposited in the United States mail, first class postage prepaid, to the address shown in the paragraph herein concerning notice.
B. CITY may at any time, at its discretion, abandon or suspend any portion of work to be done under the terms of this Agreement.
C. In the event of CITY's abandonment or suspension of CONSULTANT's work under this Agreement, or in the event of the termination of this Agreement, CONSULTANT shall stop work at the stage directed by CITY and shall deliver to CITY all reports, pleadings, discovery, and file
materials relating to the work described in Paragraph 1 above . At the discretion of CITY, CONSULTANT shall also cancel all orders for goods or services connected with this Agreement which have not been delivered or received,
8. Equal Opportunity Assurance. During the performance of this Agreement, CONSULTANT agrees as follows:
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28 A. CONSULTANT will not discriminate against any employee or applicant for employment because of race, sex, creed, physical handicap, color, sexual orientation, or national orig in.
CONSULTANT will take affirmative action to ensure that employees are treated equally without reg ard to race, gender, creed, physical handicap(s), color, sexual orientation, or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment adv ertising; layoffs and terminations, rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT agrees to post, in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
B. In the event of CONSULTANT's noncompliance with the nondiscrimination clause of this Agreement, this Agreement may be canceled, terminated, or suspended in whole or in part.
9. Insurance. CONSULTANT shall, at its own expense, procure and maintain in full force at all times during the term of this Agreement the following insurance:
A. Commercial General Liability Coverage . CONSULTANT shall maintain commercial general liability insurance with limits of no less than O ne Million Dollars ($1,000,000) combined single limit per occurrence or T wo Million Dollars ($2,000,000) aggregate limit for bodily injury, personal injury, and property damage.
B. Automobile Liability Coverage . CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.
C. Professional Liability Coverage (Errors and Omissions) . CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less t han One M illion Dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
D. Compliance with State Workers' Compensation Requirements .
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28 CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq. CONSULTANT shall, at all times, upon demand of the City, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, employees and volunteers for losses arising from work performed by CONSULTANT for CITY. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
E. Other Insurance Provisions . The policies are to contain, or be endorsed to contain the following provisions:
(1) Additional Insured. CITY, its officers, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CON SULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt noti ce to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer. (2) Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.
(3) Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, employees, or volunteers.
(4) Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement.
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28 The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better w hich is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. S uch policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
10. Indemnification.
A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULANT in the performance of this agreement.
The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’S performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injuries, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. Independent Contractor. CONSULTANT is an independent contractor retained by CITY to perform the work described herein. All personnel employed by CONSULTANT, including subcontractors and personnel of said subcontractors approved by CITY, are not and shall not be deemed to be em ployees of CITY. CONSULTANT and approved subcontractors shall comply with all State and Federal laws pertaining to employment and compensation of their employees or agents, including the provision of Workers' Compensation. CITY shall not, under any circumstances, be liable to CONSULTANT or any person or persons acting for him/her/it for any death, injury, or property
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28 destruction or damage received or claimed relating to or stemming from the activities undertaken pursuant to this Agreement.
12. Notice. All notices required herein shall be sent via First Class U.S. Mail with postage prepaid thereon to the parties as follows:
To CITY: Susanne Meyer Brown, Esq .
City Attorney
City of Concord
1950 Parkside Drive MS/08
Concord, CA 94519
To CONSULTANT: Shawn Zovod, Esq.
Troutman Pepper Locke, LLP
Three Embarcadero Center, Suite 800,
San Francisco, CA 94111
Notices shall be deemed effectively served upon deposit in the United States Mail.
13. Assignment. CITY is entering into this Agreement in consideration of the rendition of the services required herein by CONSULTANT. CONSULTANT shall not assign any of the duties, responsibilities, or obligations of this Agreement to any other firm, company, entity, or individual, except with the express written consent of CITY. Nothing set forth in this paragraph shall preclude CONSULTANT from assigning any of the monies due and owing to him/her/it from CITY.
14. Amendment. This Agreement may be amended, modified, or changed by the parties provided that said amendment, modification, or change is in writing and approved by both parties.
15. Entire Agreement. This Agreement contains the entire agreement between the parties hereto. No promise, representation, warranty, or covenant not included in the Agreement has been or is relied upon by any party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year written above.
CONSULTANT:
Troutman Pepper Locke, LLP
By: ____________________________________________
Name: Shawn Zovod, Esq.
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28 CITY OF CONCORD
By: ____________________________________________
Susanne Meyer Brown, City Attorney
Shawn J. Zovod
D 415.477.5725
[email protected]
328136348v1
Troutman Pepper Locke LLP
Three Embarcadero Center, Suite 800
San Francisco, CA 94111
troutman.com
April 21, 2026
PRIVILEGED AND CONFIDENTIAL
VIA ELECTRONIC MAIL
Guy Bjerke Suzanne Schwab
Director of Community Reuse Planning Associate Principal City of Concord Placeworks
[email protected] [email protected]
Re: Concord Reuse Project / Troutman Pepper Locke LLP April 2026-March 2029 Scope of Work
Dear Guy and Suzanne:
Troutman Pepper Locke LLP (Troutman Pepper) is pleased to provide the City of Concord (City) with our proposed scope of work and budget for April 1, 2026 – March 31, 2029 (referred to below as Year 3), (Year 4), and (Year 5). The accompanying budget for each Year was provided via the City’s master excel budget spreadsheet. Our scope of work and budget are expected to cover the natural resources regulatory permitting and related tasks summarized below in our proposed scope of work. I anticipate most of the work on behalf of Troutman Pepper will be done by me, with support from our associate, Liz Glusman, and environmental specialist Stephanie Collins.
However, with the City’s concurrence, I may from time to time recommend that other attorneys or specialists at Troutman Pepper assist me.
This scope of work is based on my experience to date with the Concord Reuse Project, and the nature of the natural resources permitting the City can reasonably expect to complete or facilitate during each Year.
Proposed Scope of Work
Most of Troutman Pepper’s work will be for Resource Permitting, with some work in Year 3 supporting Disposition and Development Agreement (DDA) Negotiations and Economic EXHIBIT “A”
Guy Bjerke
Suzanne Schwab
April 21, 2026
328136348v1
Development Conveyance (EDC) Negotiations, and some support for DDA Negotiations in Year 4 as well.
TASK 3.7, 4.7, 5.7 NATURAL RESOURCES TASKS
Troutman Pepper will provide the City with strategic advice and direction on the nature and content of the written materials described below, although others may do the bulk of the writing with my input and direction. We will take the lead, as appropriate, in negotiating with outside agencies, preparing the City team in advance of these discussions, and at the City’s direction coordinating the resources permitting with the master developer. We will also advise the City on a continued overall strategy for implementing the Biological Opinion (to facilitate the Navy’s first property conveyance to the City and groundbreaking at the site) and securing other sitewide resources permits that will facilitate subsequent reuse of the property following the land transfers.
The federal resources permitting under the Endangered Species Act, National Historic Preservation Act, and National Environmental Policy Act culminated with the U.S. Fish and Wildlife Service’s (FWS) issuance of a Biological Opinion, State Historic Preservation Officer (SHPO) Memorandum of Agreement (MOA) and the Navy’s issuance of a final Environmental Impact Statement (EIS) and Record of Decision (ROD). Since completing these, the City has also secured the FWS’ approval of a draft restrictive covenant that will preserve the onsite habitat mitigation within the future public benefit lands and an onsite habitat management and monitoring plan that includes a draft funding plan consistent with the terms of the Biological Opinion.
During Years 3 through 5, the City will have to continue implementing the Biological Opinion’s terms and conditions, which will include finalizing a habitat mitigation plan and preparing a riparian restoration plan, and preparing interim and long-term habitat management funding agreements with the East Bay Regional Park District and other agencies. In addition, the City will continue to coordinate implementation of the Biological Opinion and MOA with the Navy’s property transfer, Lease in Furtherance of Conveyance (LIFOC) for the former airfield, and anticipated groundbreaking. Continued coordination between the federal resources permits and the City’s local entitlements and environmental review will also continue throughout the three-year budget period, and will require close coordination with the master developer to ensure the proposed land plan is adequately covered by the existing federal natural resources permits and anticipated permits. In addition, the City plans to secure additional sitewide permits, including a federal Clean Water Act Section 404 permit and Section 401 water quality certification from the U.S. Army Corps of Engineers (USACE) and Regional Water Quality Control Board (RWQCB), a California Endangered Species Act (CESA) incidental take permit from the California Department of Fish and Wildlife (CDFW), and Lake and Streambed Alteration Agreement from CDFW, before or concurrent with beginning economic development.
The specific activities described below will occur during Years 3 through 5. I anticipate that much of Year 3 will be spent ramping up to re-engage with the resources agencies, working with the master developer on an Infrastructure Master Plan that includes improvements to Mt. Diablo
Guy Bjerke
Suzanne Schwab
April 21, 2026
328136348v1
Creek and the site’s stormwater detention facilities, and identifying strategic concerns. In Year 3, we will also begin preparing the RWQCB Section 401 water quality certification request, but may not be ready to submit it until Year 2. In Year 2, I anticipate the City will be able to prepare and submit a notification for a Lake and Streambed Alteration Agreement, reach concurrence with the USACE, RWQCB, and CDFW regarding the wetland and creek mitigation; reach concurrence with CDFW on the key terms for a CESA incidental take permit; and advance implementation of the existing federal permits, including identification of off-site mitigation. By Year 5, we should be able to reinitiate consultation with FWS as needed to ensure the Biological Opinion adequately covers the land plan improvements, secure a CESA incidental take permit (if it isn’t already issued), and continue to address any unmet resources permit conditions. We also may have a Streambed Alteration Agreement with CDFW in place by the end of Year 5.
Implement Biological Opinion
Secure the FWS’ review and approval of a draft riparian enhancement/management plan. Prepare interim and long-term habitat funding agreements. Prepare final funding plans for the onsite long-term habitat management and monitoring plan and onsite habitat mitigation plan.
Reinitiate species consultation as needed to address Specific Plan consistency. General coordination with the Navy and FWS to clear pre-EDC transfer conditions. Coordinate finalizing and possibly recording a restrictive covenant for the onsite mitigation. Assist City with identifying/securing off-site mitigation options. Coordinate/review master developer land plan and infrastructure plans to ensure consistency with the MOA and applicable Biological Opinion minimization measures. Address western pond turtle (if necessary) and reinitiate consultation to address any additional species or land plan deviations from Biological Opinion.
US Army Corps of Engineers and Regional Water Quality Control Board, 404/401 Permitting
Coordinate land use planning (Specific Plan) with the 404/401 permitting effort to ensure all anticipated fill of jurisdictional waters is adequately permitted. Advance the 404 permitting/secure an individual 404 permit and provide input as needed on the USACE’s NEPA compliance documents and ROD.
Coordinate LIFOC discussions for the former airfield with the wetland mitigation proposal. Identify legal strategy under new 401 water quality certification rules. Provide input on the request for 401 water quality certification from the RWQCB and wetland mitigation plans.
Participate in negotiations with USACE and RWQCB including meetings and additional site visits (if needed).
Guy Bjerke
Suzanne Schwab
April 21, 2026
328136348v1
California Department of Fish and Wildlife (CDFW), California ESA (CESA) and Master Lake and Streambed Alteration Agreement (1600 Agreement) Engage with the CDFW regarding CESA take permit for the California tiger salamander (and bumblebees if necessary) and a framework for a 1600 Agreement. Provide input on draft CESA permit and 1600 Agreement application materials. Assist with negotiating the terms of a 1600 Agreement. Coordinate the City’s habitat and riparian restoration plans prepared pursuant to the Biological Opinion with the CESA and 1600 Agreement permitting.
Specific Plan/California Environmental Quality Act (CEQA) Participation in the Specific Plan and Specific Plan CEQA compliance will be focused, and I will provide targeted reviews and advice to the City, which may include advice on the tribal consultation and input on selected sections of the CEQA documentation and Specific Plan for consistency with resources permitting.
TASK 3.5, 4.5. DDA NEGOTIATIONS
Participation in the DDA also will be focused and I will provide targeted reviews and advice to the City, such as assisting the City with documenting the parties’ role in the sitewide permitting process and responsibilities under the sitewide natural resources permits.
TASK 3.9. EDC NEGOTIATIONS
Assist with EDC Agreement terms that implement natural resources permit conditions.
Guy Bjerke
Suzanne Schwab
April 21, 2026
328136348v1
Thank you for giving Troutman Pepper the opportunity to represent the City of Concord in its capacity as the Concord Naval Weapons Stations Local Reuse Authority. I look forward to continuing my work with the City and its consulting team. If you have any questions about our scope of work or budget, please do not hesitate to contact me.
Very truly yours,
TROUTMAN PEPPER LOCKE LLP
Shawn J. Zovod
Attachment
Rate Sheet
328136348v1
RATE SHEET
Attorney Title 2026
Standard
Rate*
2027
Standard
Rate
(estimate)*
2028
Standard
Rate
(estimate)*
2029
Standard
Rate
(estimate)*
Shawn Zovod Partner $1,290.00 $1,399.65 $1,518.62 $1,647.73 Elizabeth Glusman Associate $!,030.00 $1,117.55 $1,212.54 $1,315.61 Stephanie Collins Senior
Environmental
Specialist
$580.00 $629.30 $682.79 $740.83
* The hourly rates for Troutman Pepper’s attorneys are adjusted each year on January 1. The 2027, 2028, and 2029 rates are estimates based on recent legal market adjustments and attorney experience.
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a California municipal corporation, ("CITY") and Kittelson & Associates, Inc., S Corporation, 155 Grand Avenue, Suite 505, Oakland , CA 94612 (“CONSULTANT”).
THE PARTIES
ENTER THIS AGREEMENT based upon the following facts, u nderstandings and intentions:
The CITY desires t o contract with CONSULTANT t o provide t he professional services described in Section 2 of t his Agreement, upon the t erms and conditions he reinafter set forth.
NOW,
THEREFORE, I N CONSIDERATI ON of the mutual c ovenants and p romises of t he parties herein co ntained, t he parties hereto agree as follows:
1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.
2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perf orm the services described in det a il in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to t he projects and undertakin gs contemplated by this A greement.
3. PAYMENT.
The compensation t o be paid to CONSULTANT including payme nt for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amou n t CITY pays CONSULTANT exceed One Hundred Th irty- Two Thousand
dollars ($132,000) for the term of this Agreement. Any Am endment to th is Agreement that includes an increase to
this compen sation amount shall be made in accordance with Section 5 below.
CONSULTANT may submit monthly statements for services rendered; all statements sha ll include adequate docume ntatio n demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that meets all requirements of this Agreement. Payment by CITY shall not
be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the time of payment.
Attachment 12
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4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department . The CONSULTANT ’s authorized representative is Laurence Lewis , Senior Principal .
5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.
A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section
3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.
CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.
6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers,
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officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.
CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.
As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessmen ts now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .
7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.
8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.
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Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.
9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.
CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]
10. INDEMNIFICATION.
A. For Design Professional Services Only. Pursuant to California Civil Code
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Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertai n to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.
12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.
13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and
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reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.
14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.
15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.
16. CONFLICT OF INTEREST.
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A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of
CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.
B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.
18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.
19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other
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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.
20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.
21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.
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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.
24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.
To
CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Laurence Lewis ,
Senior Principal
Kittelson & Associates, Inc .
155 Grand Avenue, Suite 505
Oakland , CA94612
Phone: (510)839-1742
Email: [email protected]
25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.
26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have
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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.
CONSULTANT CITY OF CONCORD
, a Municipal
Corporation
By:_________________________________ By:______________________________
Name: Laurence Lewis Name:
Valerie J. Barone
Title: Senior Principal Title City Manager
Address: 155 Grand Avenue, Suite 505 Address: 1950 Parkside Drive Oakland ,CA 94612 Concord, CA 94519
Telephone: (510)839-1742 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:
Susanne Meyer Brown
Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:
Concord, California
Date:
I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED
DURING THE CURRENT FISCAL YEAR
2025/2026 TO PAY THE ANTICIPATED
EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.
THE SUM OF $132,000. Account Code 4029500C999-63800/4022721211-63800.
Finance Director's Signature
FILENAME: H:\29\29859 - CONCORD NWS SPECIFIC PLAN EIR ROUND 3\ADMIN\P\CONCORDNWS_KITTELSONPROPOSAL_20260407.DOCX April 7, 2026 Project #: 29859
Guy Bjerke
City of Concord
1950 Parkside Drive
Concord, CA 94519
RE: Concord Naval Weapons Station Specific Plan EIR – 2026-2029 Services Dear Guy:
Attached is a proposal for transportation services associated with the development of the Concord Naval Weapons Station Specific Plan. This letter identifies our proposed scope of work for the project. This scope was developed based on our experience wit h earlier specific plan efforts and our familiarity with the city and
the requirements of a transportation assessment for an EIR.
This proposal covers services for a three-year period from April 2026 to March 2029.
I will serve as the Project Manager and Mike Aronson will serve as the Project Principal providing senior review and quality assurance. Any questions of a technical or contractual nature can be directed to either of us.
Please review this proposal at your earliest convenience. If the proposed scope of work is satisfactory, we will await a contract for review and signature. Thank you for the opportunity to propose on this project. If you have any questions, please call me at 510.433.8079.
Sincerely,
Kittelson & Associates, Inc.
Concord Naval Weapons Station Specific Plan EIR
29859
Laurence Lewis
Senior Principal Planner
155 Grand Avenue, Suite 505
Oakland, CA 94612
P 510.839.1742
F 510.839.0871
EXHIBIT “A”
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SCOPE OF WORK
Kittelson envisions the scope of work to be completed in three phases. The first phase will involve the review of the specific plan. Phase 2 would develop the transportation section for the environmental impact report and Phase 3 would complete a local transportation assessment.
PHASE 1: SPECIFIC PLAN REVIEW AND INPUT
Kittelson & Associates, Inc. (Kittelson) will participate in the development of the Specific Plan for the Concord Naval Weapons Station (NWS) by working with the city of Concord, selected Specific Plan environmental consultant, and the developer’s transportation consultants to perform the following five tasks:
Task 1.1 Project Start Up and Scope Review
Kittelson will perform a project start-up task which will include a review of the scope of work developed by the developer and their transportation consultant to determine if the scope is in line with the level of analysis the developer is proposing. This task will also include assembling data from Kittelson’s work on the 2010 Reuse Plan EIR should it be needed by the developer or their transportation consultant. • Deliverables
o One, two hour meeting to discuss the proposed scope of work. o Technical memorandum documenting Kittelson’s review of proposed scope o Provide requested materials on Reuse Plan EIR
Task 1.2 Peer Review of Transportation Network Alternatives Kittelson will provide peer review of transportation network alternatives developed for the Specific Plan and ensure consistency with the 2010 Reuse Plan EIR and Mitigation Monitoring Reporting Program (MMRP) for all modes of transportation. The network alternatives will also be evaluated for consistency with the Growth Management Element and Transportation Element of the city’s General Plan. • Deliverables
o Participation in up to three, two-hour meetings with stakeholders to discuss different network alternatives for the Specific Plan.
o Peer review of up to three (3) draft transportation network alternatives developed for the Specific Plan. We assume these three (3) draft transportation network alternatives will be provided at the same time. Our peer review will cover all three reviews in one draft technical memorandum and focus on ensuring the network alternatives meet the needs of all travelers (motorists, transit passengers, bicyclists, and pedestrians) as well as consistency with the 2010 Reuse Plan and MMRP.
Task 1.3 Peer Review of
Transportation Analysis for Internal Circulation
Kittelson will provide peer review of traffic analyses and anticipated mitigations as developed by the developer’s transportation consultant as the Specific Plan development program is prepared. This will
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include a review for all transportation modes to evaluate consistency with assumptions made in the 2010 Reuse Plan EIR and consistency with the Growth Management Element and Transportation Element of the City’s General Plan. This task will also include a review of one proposed transportation demand management (TDM) program. It is assumed this transportation study will focus on internal circulation within the NWS and on the off -site access to the project, particularly from Port Chicago Highway. The Specific Plan’s impact on the transportation network outside of the project area and immediate access points is assumed to be performed as part of the CEQA clearance task (Phase 2) but will be concurrent with the Phase 3 Local Transportation Assessment.
• Deliverables
o Participation in up to two, two
-hour meetings with the city and the developer’s
transportation consultant. These two meetings will likely include a scoping meeting and a meeting to review Kittelson’s initial peer review comments. o Peer review of a draft transportation study to ensure impacts and mitigations (including any TDM plans) adequately address all modes of travel and that the transportation study is consistent with the Growth Management Element and Transportation Element of the City’s General Plan. Kittelson will prepare a technical memorandum documenting the findings of our peer review.
Task 1.4 Parking Review
Kittelson will review the parking programs for the Specific Plan to determine how they may affect vehicle trip generation and then compare them with the vehicle trip generation assumed in the Area Plan EIR.
Our review of the parking programs will also consider the TDM plan developed and reviewed as part of the transportation analysis. Since parking was not explicitly covered as part of the transportation chapter of the Area Plan EIR, we will not need to check it for consistency. • Deliverables
o Participation in one, two-hour meeting to discuss parking alternatives with stakeholders. o Peer review of the draft parking alternatives and TDM plan to ensure parking will result in trip generation and access
consistent with what was studied for the EIR. The review will be documented in a technical memorandum.
Task 1.5 Community Meetings
Kittelson will attend select community meetings to explain transportation policies, traffic impacts, and/or key issues.
• Deliverables
o Kittelson will attend up to four (4), two-hour meetings during Phase 1 at direction from the city to report
to the community on traffic impacts and other key issues.
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PHASE 2: CEQA TRANSPORTATION ASSESSMENT
Kittelson will address the four California Environmental Quality Act ( CEQA) checklist questions for transportation including:
a. Would the project conflict with a program, plan, ordinance, or policy addressing the circulation system, including transit, roadway, bicycle, and pedestrian facilities? b. Would the project conflict with or be inconsistent with CEQA Guideline section 15064.3, subdivision (b)?
c. Would the project substantially increase hazards due to a geometric design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? d. Would the proposed project result in inadequate emergency access? Question b relates to Vehicle Miles Traveled (VMT) and the Seante Bill (SB) 743 legislation.
Task 2.1 Travel Demand Model Review and Update
Kittelson assumes that the developer’s transportation consultant will develop an updated version of the current travel demand model used in Contra Costa County. Once the revised model reflecting the proposed specific plan program has been completed by the transportation consultant for the developer, Kittelson will perform a peer review and propose adjustments needed to adapt the model for the EIR analysis and to verify consistency with the specific plan elements. Adaptations will be recommended and implemented in coordination with City of Concord staff and may include adjusting zone boundaries and trip reduction assumption s corresponding to the mixed use and transit -oriented development components.
The travel demand model will be used to develop the trip generation, trip distribution, mode choices,
and trip assignment to forecast traffic and transit ridership outside of the Project boundaries. The Specific Plan project effects will be compared to the adopted General Plan, which will represent the baseline conditions (the no -project). This approach captures not only the increased traffic associated with the proposed buildout land uses, but also the trip reduction associated with alternative modes of transportation (pedestrian, bike, transit), internal trip capture, and pass -by diversion of existing and future background traffic resulting from growth. Kittelson will present the Project trip generation and mode split estimates to the city as they are developed to ensure agreement with the final numbers.
Given the Specific Plan has transit -oriented development (TOD) areas and is assumed to have a Transportation Demand Management (TDM) plan, attention will be focused on the model’s capability to forecast pedestrian, bicycle, and transit trips. This is inherently built into the demand model based on the network density, zonal size, walk distances to transit, multimodal capability, and internal trip making ability. The trip generation and mode split estimates for the Specific Plan area will be compared with other similar TOD areas such as the Pleasant Hill BART station TOD and downtown Walnut Creek. • Deliverables
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o Technical memorandum documenting the peer review of the revised travel demand model developed by the developer’s transportation consultant and proposed travel demand model adjustments for review and comment prior to making any changes to the model which will be used for the EIR.
o Updated travel demand model incorporating any changes made to the model to derive the estimated vehicle volumes for existing, interim, and cumulative conditions with and without the Project.
o Kittelson to provide the preliminary trip generation and mode choice results to the city for review and comment.
o Model forecasts for trip generation, mode
choice, transit ridership, and trip assignment
in Excel and/or PDF format.
Task 2.2 VMT Calculations
The model will be used to generate the total VMT to support the air quality and noise analyses , as well as per capita VMT and per employee VMT to support the CEQA transportation analysis. The VMT will be calculated for both baseline year conditions and cumulative conditions with and without the project.
These VMT calculations will be compared to the existing Contra Costa County regional VMT per capita and VMT per employee to determine if the project generates VMT that is 15% or more below the regional averages. Total VMT changes will be assessed to determine if the project’s retail components will increase regional VMT.
• Deliverables
o Tables documenting the project’s effect on VMT per capita, VMT per employee, and total VMT under baseline and cumulative conditions.
Task 2.3 CEQA EIR Chapter
Based on the four CEQA transportation questions, Kittelson will produce a draft transportation chapter for the administrative draft EIR (ADEIR). Kittelson will address two rounds of comprehensive comments on the ADEIR and submit a revised transportation chapter for the DEIR. Once the 45-day comment period is complete, Kittelson will review and respond to transportation- related comments on the DEIR and develop the MMRP for transportation impacts using a format provided by the environmental consultant.
Kittelson assumes the response to comments will not require any additional technical analyses. The draft MMRP would be circulated for review and comment at least two times for input on the responsibility and timing for mitigation. We have also budgeted attendance at up to two 2-hour public hearings related to this Project.
• Deliverables
:
o Kittelson will provide the environmental consultant with an internal draft of the transportation and circulation DEIR section and transportation alternative chapter inserts. The environmental consultant will provide Kittelson with the EIR format for text and graphics.
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o Kittelson will prepare up to three administrative drafts of the transportation and circulation section and alternatives chapter inserts for the city of Concord and the environmental consultants. Revisions to administrative drafts will be based on one set of consolidated comments from the city and project sponsor on each draft. The city and their consultants will consolidate the transportation section and alternative chapter with the remaining chapters of the EIR and provide an emailed electronic copy to the city.
o Kittelson will provide a response to comments on the DEIR and write the transportation impacts and mitigations for the MMRP based on a format provided by the
environmental consultant. These will then be incorporated into the Final EIR.
PHASE 3: LOCAL TRANSPORTATION ASSESSMENT
The local transportation assessment is anticipated to cover the following tasks:
• Kick-off, Project Management, & Meetings
• Existing Conditions Analysis
• Project Trip Generation and Distribution
• Existing Plus Project Conditions
• Interim Year Conditions
• Cumulative Year Conditions
• Documentation
Task 3.1 Kick-off, Project Management, & Meetings
This task covers general administrative tasks and coordination meetings with the project team. Kittelson assumes the following:
• Prepare an approach and methodology memo documenting the study locations and procedures for completing the transportation study.
• Attend the Notice of Preparation public scoping meeting. • Bi
-weekly coordination meetings which are assumed for a total of 24 months. We have assumed these meetings will be split equally between in person and conference calls with details as follows:
o 24 conference calls lasting for about an hour.
o 24 in-person meetings at the city of Concord lasting about two hours. • In addition to the bi-weekly coordination meetings, Kittelson assumes up to an additional 24 meetings (48 staff-hours total) to be conducted via conference calls or in-person meetings.
These meetings would cover discussions with the city of Concord and the environmental consultant. They would also cover attendance at meetings with the City of Concord and neighboring jurisdictions (Caltrans, City of Pleasant Hill, City of Walnut Creek, Contra Costa County, etc.) as needed to discuss the proposed transportation scope of work.
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• Completion of monthly progress reports over the anticipated 24-month project. • Deliverables
:
o Monthly progress reports outlining the status of the transportation analysis. o A draft methodology and assumptions memo documenting the study locations and analysis procedures.
o Based on input from the City of Concord, the draft methodology and assumptions memo will be revised and finalized.
Task 3.2 Existing Conditions Analysis
This task will be coordinated with the Phase 2 CEQA Assessment and will cover the following elements:
• Documentation of Existing Transportation Infrastructure including:
o The local street network;
o Existing and proposed bicycle facilities;
o Existing pedestrian facilities; and
o Existing transit routes and stops serving the project area along with service frequency. • Data collection and analysis of up to 55 intersections for the AM and PM peak hours under existing conditions. Intersections will be analyzed using the Vistro traffic analysis software and the HCM 7th Edition methodologies.
• Deliverables:
o Intersection turn movement counts at up to 55 intersections for the AM and PM peak periods.
o Tables documenting existing conditions for up to 55 intersections in the AM and PM peak hour.
o Documentation of the existing bicycle, pedestrian, and transit facilities in the project area.
Task 3.3 Project Trip Generation and Distribution
Project trip generation and distribution will be based on the peer reviewed model completed for Phase 2 CEQA clearance. Kittelson will develop graphics and tables to illustrate the trip generation and distribution of the Specific Plan Area transportation demand under build out and cumulative conditions. • Deliverables
o Tables and figures documenting trip generation and distribution for full buildout under cumulative conditions.
Task 3.4 Existing Plus Project Conditions
Kittelson will use the travel demand model to forecast the change in vehicle volumes at the 55 study intersections between the no project and project conditions. Based on the forecasts, the AM and PM peak hour traffic operations at each of the 55 intersections will be calculated using HCM 7 th Edition methodologies as implemented by the traffic analysis software program Vistro. When the project traffic
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is found to cause an intersection to operate deficiently, Kittelson will propose measures to improve the operations of the intersection.
• Deliverables
o Tables documenting a comparison between existing and existing plus project conditions. o Recommendations for intersection improvements to correct deficient intersections.
Task 3.5 Interim Year Conditions
Kittelson will use the travel demand model to forecast interim conditions with and without the project.
The years to be analyzed and what proportion of specific plan development to assume will be discussed and agreed to with the city prior to completing the interim year analysis. Intersection operations in the interim year with and without the project will be derived from the travel demand model and compared.
Where project traffic is found to cause an intersection to operate deficiently, Kittelson will prop ose measures to improve the operations of the intersection. • Deliverables
o Tables documenting a comparison between interim year and interim year plus project conditions.
o Recommendations for intersection improvements to correct deficient intersections.
Task 3.6 Cumulative Year Conditions
Kittelson will use the travel demand model to forecast cumulative conditions with and without the project. The cumulative year to be analyzed will be discussed and agreed to with the city. The current horizon year is 2050 in the travel model. Intersection operations in the cumulative year with and without the project will be compared. Where project traffic is found to cause an intersection to operate deficiently, Kittelson will propose measures to improve the operations of the intersection. • Deliverables
o Tables documenting a comparison between cumulative year and cumulative year plus project conditions.
o Recommendations for intersection improvements to correct deficient intersections.
Task 3.7 Documentation
Kittelson will document the findings of the local transportation analysis in a stand-alone technical report.
We will address two rounds of co nsolidated comments and submit a final technical report with supporting technical appendices.
• Deliverables
o First Draft LTA
o Second Draft LTA
o Final LTA
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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work b y CONSULTANT, their agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE.
Coverage shall be at least as broad as:
1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily
injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.
3. Professional Liability Coverage (Errors and Omissions).
CONSULTANT shall maintain
professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.
CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensatio
n Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.
The policies are to contain, or be endorsed to contain the following provisions:
1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.
2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.
3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.
4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is entered into on May 26, 2026 between the City o f Concord, a California municipal corporation, ("CITY ") and Unico En gineering, Inc. , a St ock Corporation, 1800 Sutter St. Suite 32 0., Concord, CA 95630 (“CONSULTANT”).
THE PARTIES ENTER THIS AGREEMEN T based u pon the following facts, u nderstandings and intentions:
The CITY desires t o contract with CONSULTANT t o provide t he professional se rvices described in Section 2 of this Agreement, upon the t erms and conditions he reinafter set forth.
NOW, THEREFORE, I N CONSIDERATI ON of t he mutual c ovenants and p romises of t he parties herein co ntained, t he parties hereto agree as f ollows:
1. TERM. This Agreement shall commence on April 1 , 2026 and expire on March 3 1, 2027.
2. SCOPE OF SERVICES. Subject to such policy direction and approvals provided by the CITY's Authorized Representative, CONSULTANT shall perform the services described in det ail in Exhibit A, Scope of Services. CITY retains all rights of approval and discretion with respect to the projects and undertakin gs contemplated by this A greement.
3. PAYMENT. The compensation t o be paid to CONSULTANT including payme n t for professional
services and reimbursable expenses, shall be at the rate and schedules in detail in Exhibit A. However, in no event shall the amount CITY pays CONSULTANT exceed One Hundred Seven Thousand One
Hundred Five dollars ($107,105) for the term of this Agreement. Any Amendment to this Agreement that includes an increase to this compen sation amount shall be made in accordance with Section 5 below.
CONSULTANT may submit monthly statements for services rendered ; all statements sha ll include adequate doc
umentation demonstrating work performed during the billing period. It is intended that CITY review such statement and pay CONSULTANT for services ren dered within forty-five (45) days of receipt of a statement that
meets all requirements of this Agreement. Payme nt by CITY shall not be deemed a waiver of unsatisfact ory work, even if such defects were known to the CITY at the Attachment 13
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time of payment.
4. AUTHORIZED REPRESENTATIVES . Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’s authorized representative is Guy Bjerke , Director of the Economic Development and Base Reuse Department . The CONSULTANT’s authorized representative is Cesar Montes de Oca, President.
5. AMENDMENT TO AGREEMENT. This Agreemen t may be amended in writing , subject to approval by both parties. If additional services are requested by CITY other than as described in the above Scope of Services , this Agreement may be amended, modified, or changed by the parties subject to mutual consent and in accordance with the CITY’s Municipal Code by execution of an Amendment by authorized representatives of both parties setting forth the additional scope of services to be performed, the performance time schedule, and the compensation for such s ervices.
A. Amendment for Additional Compensation. CITY’s Authorized Representative is authorized to execute amendments to the Agreement on behalf of CITY, including amendments providing for additional compensation to CONSULTANT not to exceed the Minimum Threshold, including the base contract amount, throughout the term of this Agreement. “Minimum Threshold” means the dollar amount over which Council approval is required during each fiscal year as set forth in Concord City Council Resolution 21-43 pursuant to Concord Municipal Code Section
3.10.040(a). The Minimum Threshold for Fiscal Year 2021-22 is $75,000 and increases by $5,000 each subsequent fiscal year such that by Fiscal Year 2026-27 the Minimum Threshold is $100,000. Any additional compensation to CONSU LTANT that is greater than the Minimum Threshold, including the base contract amount, must be approved by City Council.
CONSULTANT’s f ailure to secure CITY’s written authorization for additional compensation or changes to the Scope of Services shall constitute a waiver of any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relie f.
6. INDEPENDENT CONTRACTOR. Both parties understand and acknowledge that CONSULTANT, its officers, agents, employees, volunteers and subcontractors are and shall at all times
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remain as to the CITY wholly independent contractors. Neither the CITY nor any of its officers, officials, agents, employees or volunteers shall have any control over the manner by which the CONSULTANT performs this Agreement and shall only dictate the results of the performance.
CONSULTANT shall not represent that CONSULTANT or its officers, agents, employees, volunteers or subcontractors are agents or employees of the CITY , and CONSULTANT shall have no authority, express or implied, to act on behalf of the CITY in any capacity whatsoever as an agent, and shall have no authority, express or implied, to bind the CITY to any obligation whatsoever, unless otherwise provided in this Agreement.
As an independent contractor, C ONSULTANT shall not be eligible for any benefits, which the City may provide to its employees and all persons, if any, hired by CONSULTANT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall receive no premium or enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non - standard business hours, such as in the evenings or on weekends. CONSULTANT shall not receive a premium or enhanced pay for work performed on a recognized holiday. CONSULTANT shall not receive paid time off for days not worked, whether it be in the form of sick leave, administrative leave, or for any other form of absence. CONSULTANT shall pay all taxes, assessments and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, per sonal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by CONSULTANT .
7. STANDARD OF PERFORMANCE . CONSULTANT rep resents and warrants to CITY that CONSULTANT is skilled and able to provide such service s described in the Scope of Services and that such services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.
8. PERFORMANCE BY CONSULTANT . CONSULTANT shall not employ other
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consultants , subconsultants, experts, or contractors without the prior written approval of the CITY.
Notwithstanding the foregoing, CITY shall not be obligated or liable for payment hereunder to any party other than the CONSULTANT. CONSULTANT hereby designates the CONSULTANT’S representative as the person primarily responsible for the day-to-day performance of CONSULTANT'S work under this Agreement. CONSULTANT shall not change the CONSULTANT’S representative without the prior written consent of the CITY. Unless otherwise expressly agreed by the CITY, CONSULTANT'S representative shall remain responsible for the quality and timeliness of performance of the services, notwithstanding any permitted or approved delegation hereunder.
9. OWNERSHIP AND MAINTENANCE OF DOCUMENTS. All documents furnished by CONSULTANT pursuant to this Agreement are instruments of CONSULTANT’s services in respect to this project. They are not intended nor are represented to be suitable for reuse by others except CITY on extensions of this project or on any other project. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expens es to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.
CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document delive rables are presented to the CITY. [Alternative: Title to all plans , specifications, maps, estimates, reports, manuscripts, drawing s, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without re striction or limitations on their use. CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.]
10. INDEMNIFICATION.
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A. For Design Professional Services Only. Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimbur se the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.
B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, agents, employees and volunteers) from and against all claims, demands, actions, losses, damages, injuries, and liability (including all attorney’s fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’s part shall not apply to the demands, actions, losses, damages, injur ies, and liability arising out of the sole negligence or willful misconduct on the part of the CITY.
11. INSURANCE. CONSULTANT agrees to have and maintain the policies set forth in Exhibit B entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties . These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.
12. TIME OF PERFORMANCE . The time of performance of the services under this Agreement is of the essence, and all time deadlines identified in this Agreement or Scope of Services shall be strictly construed.
13. SUSPENSION OF WORK. CITY may, at any time, by written notice, suspend further performance by CONSULTANT. All suspensions shall extend the time schedule for performance in a
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mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTANT shall not receive any payment for services, or expenses, except for reasonable administration expenses, incurred by CONSULTANT by reason of such suspension.
14. TERMINATION. CITY may terminate this Agreement for any reason upon ten (10) days written notice to the o ther party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT shall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the eff ective date of such termination , all of which shall become CITY’s sole property. After receipt of the Work Materials , CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.
15. COMPLIANCE WITH CIVIL RIGHTS . During the performance of this contract, CONSULTANT agrees as follows:
A. Equal Employment Opportunity. In connection with the execution of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for training including apprenticeship.
B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.
C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notifie d by CONSULTANT of CONSULTANT’S obligation under this Agreement and the regulations relative to nondiscrimination on the basis of any protected class pursuant to Calif ornia law.
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16. CONFLICT OF INTEREST.
A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CONSULTANT ’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, official, agent, employee or subcontractor without the express written consent of the CITY . CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.
B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT :
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) P ossesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
17. COMPLIANCE WITH LAWS . CONSULTANT shall comply with all applicable Federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses, including a business license with the City of Concord, and permits for the conduct of its business and the performance of the services.
18. CHOICE OF LAW. This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction. In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.
19. NON-WAIVER. The waiver by either party of any breach of any term, covenant, or condition contained in the Agreement, or any default in their performance of any obligations under the Agreement shall not be deemed to be a waiver of any other breach or default of the same or any other
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term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.
20. ENFORCEABILITY; INTERPRETATION . In the event that any of the provisions or portions of application of any of the provisions of the Agreement are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the Agreement with a view toward affecting the purpose of the Agreement. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the Agreement shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the Agreement. This Agreement shall be interpreted as thoug h it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.
21. INTEGRATION. All exhibits identified in this Agreement are attached hereto and incorporated herein by reference. The Agreement contains the entire agreement and understanding between the parties as to the subject matter of this Agreement. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discuss ions between CONSULTANT and CITY, whether oral or written.
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22. SUCCESSORS AND ASSIGNS: NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE . CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY 's prior written consent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement is not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.
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23. FINANCIAL RECORDS . Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this Agreement will be kept on a generally recognized accounting basis and made available to CITY if and when required.
24. NOTICES. All notices required hereunder shall be in writing and mailed postag e prepaid by certified or r egistered mail, return receipt requested, or by personal delivery to the CITY 's address as shown bel ow, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.
To CITY: Guy Bjerke ,
Director
Economic Development and Base Reuse Department
City of Concord
1950 Parkside Drive
Concord, CA 94519-2578
Phone: (925) 671-3076
Email: [email protected]
To CONSULTANT: Cesar Montes de Oca,
President
Unico Engineering, Inc.
1800 Sutter St. Suite 320.
Concord, CA95630
Phone: (530)903-9023
Email: [email protected]
25. NON-LIABILITY. No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.
26. EXECUTION. Each individual or entity executing this Agreement on behalf of Applicant represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of Applicant and that such execution is binding upon Applicant.
This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have
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been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement in one (1) or more copies as of the date and year first written above.
CONSULTANT CITY OF CONCORD, a Municipal
Corporation
By:_________________________________ By:______________________________ Name: Cesar Montes de Oca Name: Valerie J. Barone Title: President Title City Manager
Address: 1800 Sutter St. Suite 320. Address: 1950 Parkside Drive Concord,CA 95630 Concord, CA 94519
Telephone: (530)903-9023 Telephone: (925) 671-3150
Email: [email protected]
APPROVED AS TO FORM: ATTEST:
Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk
FINANCE DIRECTOR'S CERTIFICATION:
Concord, California
Date:
I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 25/26 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.
THE SUM OF $107,105. Account Code 4029500C999-63800/4022721211-63800.
Finance Director's Signature
1485 Civic Court, Suite 1500
Concord, CA 94520
www.unicoengineering.com • 916.900.6623
Client Focused • Quality Driven
April 2, 2026
Carlton Thompson, PE
Civil Engineer
City of Concord – Engineering Division
1950 Parkside Drive, MS/ 40
Concord, CA 94519
Subject: Special Advisor for City of Concord Development Projects Dear Mr. Thompson,
We appreciate the City’s request to provide on‑call advisory and consulting support related to potential development and implementation efforts currently under consideration. We understand that the City is evaluating project concepts and delivery considerations that may evolve as planning progresses, and is seeking experienced advisory support to inform next steps and support internal decision‑making. The attached proposal outlines an anticipated range of advisory and technical services that UNICO may provide, as requested by the City, and reflects our understanding of the City’s objectives and delivery framework at this stage.
This proposal and associated level‑of‑effort estimate are intended to provide a flexible foundation for services that can be refined or adjusted as project parameters, priorities, and funding considerations become more clearly defined. UNICO’s approach is structured to provide targeted senior ‑level advisory support, drawing on relevant experience with similar public‑sector initiatives, while remaining responsive to the City’s needs and direction as development activities advance.
As the President of UNICO, I am authorized to bind the company into a contractual relationship with the City and can be reached at [email protected] or 530.903.9023. We look forward to working with the City on another successful project. Carlos Melendez, the Contract Manager, is also available to answer questions and can be reached at 510.385.0506 or via email at [email protected].
Sincerely,
UNICO Engineering, Inc.
Cesar Montes de Oca, PE
President
EXHIBIT “A”
PROJECT UNDERSTANDING
The City is advancing large, complex development initiatives that require disciplined strategic oversight, senior‑level technical judgment, and flexible advisory support as projects progress through planning, entitlement, environmental review, and implementation. This on‑call, as‑needed scope is intended to augment City resources by providing experienced advisory services to the City Engineer and designated staff, scaling in effort to match project milestones, Council direction, and workload demands. Services emphasize proactive identification of risks, informed decision support, interagency coordination, and continuity across regulatory and stakeholder interfaces, while maintaining transparency, consistency with community expectations, and adherence to applicable legal and regulatory requirements. The proposed approach provides the City with timely access to seasoned professionals capable of supporting complex development activities, addressing emerging challenges, and reinforcing efficient, well‑documented project execution throughout the lifecycle of major development efforts.
TASK 1: ADVISORY SERVICES (APRIL 2026-27)
This Scope of Work is intended to support the City throughout ongoing and evolving project development efforts and addresses key planning, regulatory, coordination, and negotiation activities as they advance.
Services may be provided on an as-needed basis and are anticipated to include advisory and technical support related to the following elements of project development:
• Specific Plan – Support associated with the preparation, refinement, and coordination of planning documents
• Infrastructure Master Plan – Advisory input related to infrastructure planning and phasing considerations
• CEQA Review – Assistance with environmental review coordination and regulatory compliance support
• LRA Operations – Advisory support related to ongoing LRA operational considerations • DDA Negotiations – Strategic and technical advisory support during Disposition and Development Agreement discussions
• Community Outreach – Support efforts to inform, coordinate, and align with community expectations
• Resource Permitting – Coordination and advisory support related to federal, state, and local permits
• Remediation Monitoring – Oversight and coordination support related to environmental remediation activities
• EDC Negotiations – Advisory assistance associated with Economic Development Conveyance discussions
• Other – Additional project-related services as requested to address emerging needs as development efforts progress
The scope is structured to remain flexible and adaptable, allowing services to be refined or expanded as project objectives, regulatory requirements, and delivery considerations become more clearly defined.
1. General Consulting and Advisory Services
Provide professional consultation services related to development activities within the City, as determined and authorized by the City Engineer.
Perform services on an ad hoc basis, with level of effort scaling up or down in response to project milestones, workload demands, and Council-directed actions.
2. Development Strategy and Project Support
Support City leadership by serving as a strategic advisor and sounding board on complex development matters related to projects.
Identify potential blind spots and offer alternative perspectives to support decision-making. Share lessons learned and best practices from comparable large-scale public-sector development initiatives.
3. Planning, Entitlements, and Agreements
Assist with planning, development, review, and execution of project-related documents and processes. Support preparation and/or review of Specific Plans, development agreements, utility agreements, land use entitlements, and regulatory permits.
Support coordination items involving the City, relevant federal agencies and/or landowners, and the Master Developer.
4. Environmental and Regulatory Coordination
Provide advisory support related to environmental compliance and regulatory coordination. Review technical information and identify potential issues, risks, and dependencies. Provide recommendations to support efficient processing of environmental documentation while meeting applicable legal and regulatory requirements.
5. Interagency and Stakeholder Coordination
Support coordination efforts among City departments, external agencies, utilities, and project stakeholders.
Review information, research best practices, and provide recommendations to assist the City Engineer in administering development activities efficiently and transparently. Support efforts to maintain consistency with community expectations.
6. Staff Augmentation and Specialized Support (As Needed) Provide limited staff augmentation support, as requested, to supplement City resources during peak workload periods.
Provide access to specialized expertise such as utility coordination for large-scale projects, right-of-way and land transfer support, environmental review or remediation coordination, and other related services.
Provide services directly and/or through qualified subconsultants, consistent with the City’s on-call contracting framework.
Deliverables: Item Specific Status Reports/Advisory Memos Monthly Project Report
TASK 2: ADVISORY SERVICES (APRIL 2027-28)
Provide the same on-call, as-needed advisory and consulting services described herein for Task 1 to the April 2027 through March 2028 service year, with scope, level of effort, and task authorization remaining subject to the City Engineer’s direction and evolving project needs.
TASK 3: ADVISORY SERVICES (APRIL 2028-29)
Provide the same on-call, as-needed advisory and consulting services described herein for Task 1 to the April 2028 through March 2029 service year, with scope, level of effort, and task authorization remaining subject to the City Engineer’s direction and evolving project needs.
KEY STAFF
Brian Balbas, Senior Advisor
Alternate staff (as deemed necessary):
o Project Manager
o Assistant Project Manager
o Office Engineer
TIME AND MATERIALS FEES FOR PROFESSIONAL SERVICES
A. TASK 1 – ADVISORY SERVICES (APRIL 2026-27) ............................................................ $107,104.80 B. TASK 2 – ADVISORY SERVICES (APRIL 2027-28) ............................................................ $107,104.80 C. TASK 3 – ADVISORY SERVICES (APRIL 2028-29) ............................................................ $107,104.80
TOTAL ................................................................................................................. $321,314.40
Please see the attached cost proposal for estimated hours and rates.
1800 Sutter Street, Suite 320
Concord, CA 95630
916-900-6623
Carlos Melendez, PE
PIC
Brian Balbas, PE
Senior Advisor
Project Manager
Assistant Project Manager
Office Engineer
Bill Rate $267.76 $267.76 $247.01 $212.42 $102.04
Task # Task Description Total
1 Advisory Services (April 2026-27) 400 107,104.80$
2 Advisory Services (April 2027-28) 400 107,104.80$
3 Advisory Services (April 2028-29) 400 107,104.80$
0 1200 0 0 0 321,314.40$
-$
321,314.40$ TOTAL
Other Direct Costs (ODCs)
Hours
Subtotal ODCs
City of Concord
Special Advisor for City of Concord Development Projects Cost Proposal
UNICO ENGINEERING
4/2/2026
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EXHIBIT “B”
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, their agents,
representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE.
Coverage shall be at least as broad as:
1. Commercial General Liability Policy: CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insura nce with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damag e.
3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.
4. Workers Compensation: CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.
CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.
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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.
The policies are to contain, or be endorsed to contain the following provisions:
1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.
Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.
2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents , employees, and volunteers. Any insurance, risk pooling arrangement, or self -insurance maintained by CITY, its officers, officials, agents , employees, or volunteer s shall be in excess of CONSULT ANT'S insurance and shall not contribute with it.
3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents , employees, or volunteers.
4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A -7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of th e execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.
5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontr acted to a third party , CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.
Public Comment, 26 May 2026, Concord City Council Meeting Agenda Item 4n and 5a Dear Citizens and Taxpayers of Concord, Contra Costa County, California and the USA, President Trump, Governor Newsom, NY Times Readers, Contra Costa County Supervisors, My Neighbors and Concord City Council
Concord’s City Council and City Manager the past 23 years have spent $42,574,707 of our hard earned tax dollars on City staff and 51 consultants for the Concord Naval Weapons Station ReUse Project in what Contra Costa County Grand Jury Report #2305 calls “A Promise Unfulfilled”.
They have drained the City of Concord’s General fund, Self-insured workers compensation claim fund and Pavillion fund, loaning money to this project that we will never see paid back.
They have drained state and federal grants feeding this beast.
During this time Concord City streets and traffic have deteriorated with arterials and collectors spilling cut through morning and evening traffic into our neighborhoods. And they have the gall to tell neighborhoods to pay for traffic calming and remove their dying street trees that are now our responsibility to maintain. The speed bumps Concord’s City Engineer specifies are not the flat top speed bumps Contra Costa County Fire Protection recommends for their heavy loaded with water, long fire trucks if we need immediate help due to a fire or medical emergency.
This failed project cost the life by suicide of a beloved Concord City Attorney.
San Francisco’s Hunters Point residents are embroiled in a 10 year $27 Billion lawsuit over poisons in their homes. We don’t need to repeat their mistakes.
It is time to tell these clowns no, stop wasting our tax dollars, let the Navy turn the site into a wildlife refuge as they have at many other contaminated sites. If the City Council and City Manager won’t listen to us we need to ask for their resignations or vote them out.
Thank you for reading my comment and attachments and studying the flat top speed bump traffic calming device on the following page.
Leland Frayseth
https://www.cc-courts.org/civil/grand-jury-reports.aspx https://sfbayview.com/2025/04/hunters-point-vs-poisoners-we-goin-to-trial/ https://concordreuseproject.org/DocumentCenter
Agenda Item No. 4.n
Benched Correspondence
May 26, 2026
Staff Report
Date: May 26, 2026
To: City Council Sitting as the Local Reuse Authority
From: Valerie J. Barone, City Manager
Prepared by: Guy Bjerke, Director of Economic Development and Base Reuse [email protected]
(925) 671-3076
Subject: Considering Acceptance of a Term Sheet with U.S. Navy for the Economic Development Conveyance Property at the
former Concord Naval Weapons Station; Acceptance of
Revisions to the BCUS Acquisitions LLC (Brookfield) Term Sheet; and Adoption of Amendments to the Exclusive
Negotiating Agreement with BCUS Acquisitions LLC
(Brookfield).
CEQA: Not a project/exempt pursuant to Public Resources Code Section 21065, CEQA Guidelines Sections 15060(c),
15061(b)(3), and/or 15378.
Report in Brief
The City Council, sitting as the Local Reuse Authority (LRA), is considering three documents related to the Reuse Project at the former Concord Naval Weapons Station(CNWS). The three documents, working together, support forward motion on the land use entitlement and project implementation phases of the project. The documents that are the subject of this staff report are:
1. The Term Sheet between the LRA and U.S. Navy establishing the price and terms of payment to the federal government for the Economic Development Conveyance (EDC) Property. [Navy Term Sheet]
2. Revisions to the previously accepted Brookfield Term Sheet regarding disposition and development of the EDC Property to be consistent with the Navy Term Sheet. [Brookfield Term Sheet]
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3. Amendments to the Exclusive Negotiating Agreement (ENA) between the LRA and Brookfield to extend the term of the ENA and be consistent with the Navy Term Sheet. [Brookfield ENA]
The Navy Term Sheet and revisions to the Brookfield Term Sheet and Brookfield ENA will be further summarized in this report and are included as Attachments 1-3.
Recommended Action
1. Accept the Term Sheet between the LRA and U.S. Navy and authorize the City Manager to execute the document;
2. Accept the revisions to the Brookfield Term Sheet;
3. Adopt the 2 nd Amendment to Brookfield ENA; and
4. Make the CEQA determinations as provided in this staff report.
Background
The LRA has successfully arrived at a financial agreement with the U.S. Navy after two years of negotiations. Our Master Developer, Brookfield, also supports the negotiated agreement. The agreement is represented by the Navy Term Sheet found in Attachment
1. Both the LRA and the U.S. Navy are considering their approval of the Navy Term Sheet concurrently.
The Navy Term Sheet establishes, for the first time, the price and terms of payment for the approximately 2,422 acres of property to be redeveloped by the Reuse Project under the Economic Development Conveyance. The balance of the approximately 5,038 acres planned under the Reuse Area Plan (2012) has, or will be, transferred to the East Bay Regional Park District or Contra Costa County as no-cost Public Benefit Conveyances.
Reaching agreement on the price and terms of payment for the EDC Property is a key milestone as it allows for more financial clarity around project costs, which in turn allows the LRA and Brookfield to proceed with the drafting of a Specific Plan for the Reuse Project as overall project financial feasibility is better understood. The price and terms of payment to the Navy are summarized in the Analysis section below and found in Attachment 1.
The Navy Term Sheet is an agreement that will be further refined in a subsequent EDC Memorandum of Agreement (EDC MOA), between the LRA and Navy addressing property conveyance based on the Navy Term Sheet, but in the format required by federal regulations. Similarly, the Brookfield Term Sheet is an agreement that will be further refined in a future Disposition & Development Agreement (DDA). Both documents (the EDC MOA & the DDA) will be negotiated in parallel with the Specific Plan entitlement process and become operative once the project is approved in the future by the City Council.
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Revisions to the Brookfield Term Sheet are necessary because its provisions were negotiated and accepted in 2024 before the Navy’s required land price and terms were known. To meet the Navy’s price and terms, and maintain the financial viability of the project, the timing of certain infrastructure and community benefits have been shifted or deferred. Those changes will be summarized in the Analysis section below and found in the red-lined version of the Brookfield Term Sheet in Attachment 2.
The Brookfield ENA established a 4-year schedule for both Navy negotiations and completing the Specific Plan entitlement process including the negotiation of the DDA by March 2028. Because Navy negotiations have taken longer than expected, an additional time of 19 months is estimated to be required to reach the final approvals envisioned in the ENA. The proposed schedule amendments can be found in Attachment 3.
Analysis
The following analysis highlights the key terms of each document. Please refer to each Attachment for the full terms, revisions, or amendments.
Navy Term Sheet [Attachment 1]
The Navy Term Sheet articulates the price and terms for the initial property transfer, which is approximately 1,000 acres, and subsequent property transfers.
The financial consideration the Navy will receive is based on Brookfield’s Conceptual Preliminary Land Use Plan which includes five (5) development phases over a roughly 30-year timeframe (See Exhibit B in Attachment 1, Navy Term Sheet) and the matching confidential financial proforma.
The financial payments to be made to the Navy are broken into four (4) categories:
1. A deposit of $4.6 million at the close of the initial property transfer in 2030.
2. Four annual Guaranteed Deferred Payments of $10 million plus interest as payment for land in Phases 1-3 of the Conceptual Land Use Plan; the payments occur annually beginning in 2033 and ending in 2036.
3. Gross Land Proceeds payments of 10% from Phase 4 land transfers and 12% from Phase 5 land transfers.
4. Fifty percent (50%) of the LRA’s share of profit participation in all development phases that achieve an Internal Rate of Return for Brookfield above 18%.
If the project financially performs to plan, the Navy should receive approximately $628 million over a thirty-year build-out of the project. The overall financial performance of the project is best summarized in Exhibit B of the Brookfield Term Sheet [Attachment 2.]
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The Navy Term Sheet also sets timelines for the negotiation of two implementing documents.
1. A Lease in Furtherance of Conveyance (LIFOC) to shift security and maintenance responsibilities for the entire EDC Property from the Navy to the LRA (funded by the Master Developer) as early as practical, but no later than initial property transfer (2030). This LIFOC will provide the LRA/Master Developer the ability to conduct pre-development construction such as wetlands creation and infrastructure installation prior to transfer of the initial or subsequent properties.
2. An EDC MOA which is the comprehensive agreement between the LRA and Navy with the specific terms and conditions for the conveyance of the property based on the Navy Term Sheet, but in more detail and final form, as required by federal regulations. The EDC MOA is to be negotiated and executed within 90 days of Navy Term Sheet approval and Navy reserves the right to change conveyance methods should the EDC MOA not be executed within 12 months.
Another key provision of the Navy Term Sheet includes the Navy’s continued leadership of the remediation (clean-up) process under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). The Navy is working to prepare the various contaminated sites, including Site 22 (Bunker City), for the uses outlined in the LRA’s adopted Area Plan.
Lastly, under the Navy Term Sheet and subsequent EDC MOA, the LRA will agree to reinvest any proceeds it receives from the sale or lease of property back into the project for a period of 12 years starting at the date the property transfers to the LRA. Because property is expected to transfer from the Navy to the LRA in phases over time there will be multiple, rolling 12-year reinvestment requirements.
Please refer to the Navy Term Sheet (Attachment 1) for the complete terms and conditions.
Brookfield Term Sheet [Attachment 2]
Revisions to the Brookfield Term Sheet are necessary because its provisions were negotiated and accepted in 2024 before the Navy’s required land price and terms were known. In order to meet the Navy’s land price and terms, and maintain the financial viability of the project, the timing of certain infrastructure and community benefits have been shifted or deferred.
Before reviewing the necessary deferrals, it is important to note key items (not a complete list) that are not being deferred or changed.
1. The Project’s overall residential unit count of 12,272 adopted in the Area Plan (2012).
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2. The commitment to 25 percent affordable housing.
3. The legally binding agreements provide 16 acres for permanently supportive housing and 10 acres for Food Bank expansion.
4. The commitment to 6 million square feet of all types of commercial space to support job creation.
5. The 868 acres of local parks, paths, and bike ways – supplementing the 2,600 acres of the Thurgood Marshall Regional Park – Home of the Port Chicago 50.
6. The timing and financial contributions towards the Community Center/Library project.
7. The local labor terms and the Project Labor Agreements with both the Building Trades Council and the Carpenter’s Union.
These community goals for the project are only made possible by reaching an agreement with the Navy. The agreement with the Navy is made possible by carefully balancing the timing of each project component and community benefit so that each phase and, the project overall, remains financially feasible and attractive to future investment.
The revisions in the Brookfield Term Sheet are more specifically found in Attachment 2, which is a “red-lined” or marked-up version of the previously adopted document.
Most of the revisions in the Brookfield Term Sheet correct terminology, update dates, improve footnote accuracy, or make minor changes to acreages or unit counts in specific project Phases to be consistent with the confidential financial proforma associated with the Navy Term Sheet.
The deferrals in the revised Brookfield Term Sheet are:
1. The Veterans Land Set Aside – 4 acres are deferred from Phase 1 to Phase 3. (Site will be identified in the Specific Plan process allowing fundraising for design and construction to begin at entitlement.)
2. The Tournament Sports Park – A $5 million financial contribution to the park’s development costs is deferred from Phase 1 and merged with the Phase 2 $15 million contribution, creating a $20 million contribution in Phase 2. (The Project’s overall contribution for this park is $100 million.)
3. LRA participation in the profit model formula is now to be split fifty-fifty with the U.S. Navy. (A term consistent with Navy Term Sheet.)
4. The repayment of the LRA $15 million loan to the project is deferred from Phase 1 to Phase 3. (This deferral improves the fiscal integrity of Phase 1 which incurs significant up-front infrastructure costs.)
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5. Certain Backbone Infrastructure (listed below) is deferred from Phase 1 to Phase 2: (Please see Brookfield Term Sheet – Exhibit C – Backbone Infrastructure by Development Phase.)
a. Construction of the Evora Road connection from Port Chicago to Mt.
Diablo Creek and Diablo Creek Golf Course repair
b. Construction of the Evora Road bridge at Mt. Diablo Creek c. Construction of the Kinne Culvert at Mt. Diablo Creek d. Creation of a Potable Water Storage Reservoir of approximately 1.65 Million Gallons Day
The Term Sheet also includes changes to the Reimbursement paragraph “e.” under section 7. Infrastructure. The new language allows Brookfield to negotiate with the LRA on how they get paid back by the Project for any funds paid to Navy related to Phase 1, 2, or 3 if they (Brookfield) end up not being the Master Developer of the Phase covered by the payment. The language spells out the ability to negotiate on this concern; it does not spell out a solution. This issue will be negotiated and resolved in the future Disposition and Development Agreement (DDA) to be considered by the City Council in the future.
Exhibit B in the revised Brookfield Term Sheet is a financial overview of the proposed project providing a summary sheet and cash flow analysis consistent with the confidential financial proforma used as the basis for the Navy Term Sheet agreement.
The exhibit shows sources and uses of cash over the approximately 30-year life of the project using a 3 percent inflation factor; community benefits; projected return by phase; and the profit participation structure.
The sources of cash are estimated to be $7,475.5 million and the uses of cash (project costs) are estimated to be $5,419.5 million with a net cash flow of $2,056 million over the life of the project.
Brookfield’s 2024 Term Sheet was accompanied by a preliminary fiscal impact analysis projecting the project’s impact on future City revenues and service costs, and the impact from potential uses of public financing (such as Community Facilities Districts). LRA consultants determined that given the stage the project is at, the project appears to meet the LRA’s goal of “fiscal neutrality” – i.e. no negative financial impact on the General Fund. While certain elements of the project’s schedule have changed and shifted in time the spending or uses of cash, the overall project in units, square footage, community benefits and infrastructure remains the same in this revised Brookfield Term Sheet as found in the 2024 Brookfield Term Sheet. The Navy Term Sheet, by setting the price and terms of payment for the property transfer, clarifies what was formerly a financial estimate in the 2024 Brookfield Term Sheet and confidential financial proforma.
In the future, as the project is further refined in the Specific Plan and before City Council
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consideration of the entitlements, Brookfield and the LRA will update the fiscal impact analysis.
Brookfield ENA [Attachment 3]
A second amendment to the exclusive negotiating agreement with Brookfield is necessary to extend and match the current estimated schedule for the completion of the Specific Plan, Disposition & Development Agreement and the EDC MOA with the Navy.
The current ENA sets a deadline of March 2028 to complete all entitlements and agreements. As stated above, because Navy negotiations took longer than initially anticipated, the Navy Term Sheet now contemplates additional time to complete entitlements and reach initial property transfer. We currently estimate that all entitlements and agreements will be submitted for Council consideration in the summer of 2029.
The second amendment extends the ENA to December 31, 2029 (see Section 2), which provides a six-month buffer against the anticipated schedule above. There are also two automatic 3-month extensions through June 30, 2030, if progress is being made, and the ability to ask the City Council for further extensions, if merited (see Section 3.3) Financial Impact
Funding for the negotiation of the Navy Term Sheet, Brookfield Term Sheet revisions, and Brookfield ENA amendments are coming from funds provided by Brookfield under the terms of our administrative reimbursement agreement.
The project overall, should it achieve build-out as envisioned in these documents over the next thirty-plus years, will provide significant community benefit facilities, generate needed housing at all levels of affordability, create numerous job generating commercial centers, establish a source of sales and property tax revenue for general city services, repay the LRA’s loans to the project, and provide the possibility for modest profit sharing when Brookfield receives a return over 18% in any phase.
Environmental Determination
The City filed a notice of exemption (NOE) on March 21, 2024 (CEQA Notice of Exemption) following the March 19, 2024 Council approval of the original Brookfield Term Sheet and first amendment to the Brookfield ENA (Agenda Staff Report for - Consideration of BCUS Acquisitions LLC's Term Sheet (19101)). Taking action on the attached Brookfield Term Sheet and Brookfield ENA is a preliminary step that does not bind the City to approve the conceptual land use plan it is based upon. The DDA, Specific Plan, and associated land use approvals will be developed over the coming months and will be the subject of a subsequent EIR, or other applicable CEQA documentation as may be required by law, all of which are subject to review by City and the City retains its discretion to act on those entitlements. Also, the City and Brookfield have expressly acknowledged in the Brookfield Term Sheet that the CEQA process
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could necessitate adoption of an alternative development plan and/or mitigation measures that could alter the ultimate project.
The potential environmental effects of the Navy’s land transfers to the LRA have already been evaluated in the Navy’s National Environmental Policy Act (“NEPA”) Final Environmental Impact Statement for the Disposal and Reuse of the Former Naval Weapons Station Concord Seal Beach Detachment Concord, Concord, California and the 2017 NEPA Record of Decision; the 2017 Section 7 of the Endangered Species Act Biological Opinion; and the 2017 Section 106 of the National Historic Preservation Act Memorandum of Agreement (“NEPA Determination). The Navy Term Sheet reflects a subsequent financial/business arrangement between the City and Navy, but even if it were a project, it is subject both to that NEPA Determination as well as the CEQA determination addressed below.
Accordingly, pursuant to Public Resources Code Section 21065, CEQA Guidelines Sections 15060(c), 15061(b)(3), and/or 15378, Council action on the Brookfield Term Sheet, Brookfield ENA, and the Navy Term Sheet are exempt and do not constitute a “project,” do not commit the City to a definite course of action, do not constitute discretionary approval of a specific project, and will not result in a direct or reasonably foreseeable indirect physical change in the environment, and in the alternative is exempt from CEQA as each falls within the “common sense” exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” In addition, the NEPA Determination applies to Council action thereon. This determination reflects the City’s independent judgment and analysis. Individual projects will undergo CEQA analysis as necessary.
Public Contact
The City Council Agenda was posted.
Attachments
1. Execution Version Navy Term Sheet
2. Red-lined Revision of Brookfield Term Sheet
3. 2 nd Amendment of the Brookfield Exclusive Negotiating Agreement
Execution Version 4/22/2026
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Non-Binding Summary of Economic Development Conveyance Terms and Conditions For Former Naval Weapons Station Concord
By and Between
The United States of America,
Acting By and Through
the Department of the Navy
and
The City of Concord
Seller: United States of America, acting by and through the Naval Facilities Engineering Systems Command (NAVFACSYSCOM)
Base Realignment and Closure (BRAC) Program Management
Office (PMO), Department of the Navy (“Navy”).
Purchaser: The City of Concord, a municipal corporation of the State of California, the federally recognized local redevelopment authority (“LRA”) for the Former Naval Weapons Station Concord (“ NWS Concord”).
Legal Authority: Economic Development Conveyance (“EDC”), as authorized by section 2905(b)(4) of the Defense Base Closure and Realignment Act of 1990, as amended (Public Law No. 101-510; “Base Closure Act”), and 32 C.F.R. Section 174.9.
Property Description: Approximately 2,422 acres of real property located at the former NWS Concord, California, consisting of several parcels of land, as set forth in Exhibit “A” (the “EDC Property”).
Initial Transfer: The Navy will make its best efforts to transfer as much environmentally-suitable property as possible in the “Initial Transfer”. The EDC Memorandum of Agreement (“EDC MOA”)
will include an exhibit depicting the estimated/anticipated footprint and acreage of the Initial Transfer.
Subsequent Transfer
Parcels:
Subsequent Transfer Parcels (“Subsequent Transfer Parcels”) are parcels within the EDC Property that will not be transferred in the Initial Transfer. The EDC MOA will include an exhibit depicting the estimated/anticipated footprint and acreage of the Subsequent Transfer Parcels.
As set forth above, the Parties recognize that the Navy will be unable to transfer certain portions of the EDC Property until such time as the Navy completes further environmental remediation and Attachment 1
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issues a Finding of Suitability to Transfer (“FOST”) or Finding of Suitability for Early Transfer (“FOSET”).
Additionally, the Subsequent Transfer Parcels also include some parcel(s) that are environmentally suitable for transfer, or for which a FOST(s) or FOSET(s) has already been prepared, but may be transferred later because the parcel(s) are needed to support remediation activities.
The following additional conditions shall apply to the Subsequent Transfer Parcels:
(a) No Subsequent Transfer Parcels will be transferred
unless consideration terms and reporting
requirements in accord with the EDC MOA and
Lease in Furtherance of Conveyance (“LIFOC”)are
met.
(b) The Navy will endeavor to prioritize staffing and
financial resources in support of transfers of the
Subsequent Transfer Parcels. The Navy makes no
commitments or guarantees to transfer schedule
dates for the Subsequent Transfer Parcels but
acknowledges Master Developer’s and LRA’s
projected development schedule.
LRA Land Use Planning
and Conceptual Phasing:
1. The LRA adopted the Concord Community Reuse Plan
(“Reuse Plan”) in January 2010 and the U.S Department of Housing and Urban Development approved it on September 27, 2012. Following the adoption of the Reuse Plan, the LRA incorporated it into the Community Reuse Project Area Plan (the “Area Plan”), adopted in 2012 with a certified California Environmental Quality Act (“CEQA”) Final Environmental
Impact Report (“FEIR”).
2. To implement the Area Plan, the LRA and its development partner (the “Master Developer”) have prepared the Master Developer’s Conceptual Preliminary Land Use Plan, dated April 2026 (the “CLP”), which is attached hereto as Exhibit “B”. The CLP depicts, among other things, the portions of the EDC Property which comprise each of the five Conceptual Development Phases 1 through 5 and the development of a proposed Tournament Sports Park.
3. The Master Developer’s revised project pro forma dated March 5, 2026 identifies the phasing of certain community
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benefits. The Parties agree that the financial consideration terms agreed to by the Navy as further described below, are premised in part on the phasing and timing of those community benefits.
Accordingly, LRA and Master Developer are precluded from modifying the planned timing of any community benefits in the Conceptual Development Phases without the written approval from the Navy. A summary table of community benefits’ development schedules or financial contributions by phase and year consistent with the Master Developer’s pro forma dated March 5, 2026 will be included as an exhibit to the EDC MOA.
Consideration: The EDC Property shall be transferred by the Navy to the LRA in multiple closings (each an “EDC Property Closing”) in
accordance with conditions to be set forth in the EDC MOA, as hereinafter defined, and the Navy will receive consideration for the EDC Property (the “Navy EDC Consideration”), based upon the redevelopment of the EDC Property, as follows:
1. Deposit: The LRA shall pay, or cause Master Developer to pay, the Navy Four Million Six Hundred Thousand Dollars ($4,600,000.00) at the time of the closing of the Initial Transfer.
2. Guaranteed Deferred Payments: Beginning 36 months after the date of the Initial Transfer, the LRA shall pay , or cause Master Developer to pay, the Navy no less than forty million dollars ($40,000,000.00) in guaranteed equal payments
(“Guaranteed Deferred Payments”) of ten million dollars ($10,000,000.00) annually over four (4) years plus interest accrued from the Initial Transfer date at a rate equal to the 10 -year United States Treasury Bond rate, as of the date of Initial Transfer, plus 150 basis points. Guaranteed Deferred Payments plus accrued interest will be due on the anniversary date of the closing of the Initial Transfer.
Illustrative Example:
Payment Date Amount
Closing of the
Initial Transfer
April 30, 2030 $4.6M Deposit
payment due
1st Guaranteed
Payment
April 30, 2033 $10M plus interest
2nd Guaranteed April 30, 2034 $10M plus interest
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Payment
3rd Guaranteed
Payment
April 30, 2035 $10M plus interest
4th Guaranteed
Payment
April 30, 2036 $10M plus interest
These Guaranteed Deferred Payments will be evidenced by a promissory note and secured by a letter of credit, guaranty from an acceptable creditworthy affiliate of Master Developer , or similar satisfactory security instrument that is reasonably acceptable to Navy and LRA.
3. Navy Participation in Gross Land Proceeds:
(a) Definitions: “Transfer” is defined as the sale, transfer, conveyance, assignment or lease of EDC
Property by the LRA or Master Developer to any
vertical developer. Gross Land Proceeds
(“GLP”) is defined as all monies and/or other
consideration received by the LRA, and/or its
Master Developer, from the Transfer of any portion
of the EDC Property. The licensing or conveyance
of the EDC Property or any portion thereof by the
LRA to the LRA’s Master Developer shall not
constitute a Transfer hereunder.
(b) For all GLP arising from a Transfer, the LRA shall pay, or cause Master Developer to pay, the Navy
ten percent (10%) of such GLP arising from the
EDC Property identified in Conceptual
Development Phase Four (4) and twelve percent
(12%) arising from EDC Property identified in
Conceptual Development Phase Five (5), as
depicted in Exhibit “B”. The Navy’s rights to
challenge the fair market value of such Transfers
will be addressed in the EDC MOA.
(c) The Navy EDC Consideration shall be paid to the
Department of the Treasury for the benefit of the
Department of the Navy in accordance with terms
further defined in the EDC MOA.
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4. Profit Participation: After the Master Developer achieves an 18% cumulative unlevered internal rate of return for the project, the LRA shares project profits with the Master Developer. The Navy and LRA shall equally split these profit participation payments over the course of the redevelopment project.
5. LRA Provision of Security and Maintenance: Upon the effective date of the LIFOC, referenced in the Agreements Section below, the LRA shall provide, or cause its Master Developer to provide, security and maintenance services for the EDC Property, including but not limited to, vegetation management and repair of security fencing. These services will be considered in -kind consideration for the LIFOC, which will also provide LRA and Master Developer with the opportunity to conduct predevelopment and development activities prior to transfer of the Subsequent Transfer Parcels.
Modifications to
Development Phasing,
Land Use, and Density:
1. The Parties recognize the potential, future need to modify the redevelopment phases, land uses, or density identified in the CLP. Such modifications have the potential to affect the overall financial health of the redevelopment project and/or the consideration terms. The Parties will detail in the EDC MOA approval process(es) to address modifications that could arise during the redevelopment project. Certain types of modifications may require the submission of a project pro forma or additional financial sensitivity analyses.
2. It is reasonably anticipated that for any proposed
development phasing, land use, or density changes affecting property subject to 10% or 12% GLP, the Navy approval process may require financial documentation such as a pro forma or sensitivity analysis. The Parties will confer on further details of the Navy approval process in the EDC MOA.
3. After the LRA adoption of the Specific Plan (“LRA
Specific Plan”) and prior to the Initial Transfer, the LRA shall submit for Navy review and approval a supporting project pro forma and financial analysis demonstrating no unacceptable impacts to Navy’s EDC Consideration from any changes made in the LRA Specific Plan.
4. The EDC MOA will establish a formal process for the re - evaluation of the Navy’s EDC Consideration in the event of any proposed material change to the development program defined in the Area Plan. A material change is understood to be any modification to the Area Plan in
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Environmental
Provisions:
the approved type, density, or intensity of land uses, including but not limited to, increases in the number of residential units, changes in the ratio of residential to commercial space, or alterations that result in a modification to fair market value of the property.
1. The Parties agree that the Navy and LRA collaborated on environmental planning documents to support Navy’s property disposal (transfer) and the LRA’s reuse under the Area Plan. This multi-year collaboration resulted in the Navy’s National Environmental Policy Act (“NEPA”) Final Environmental Impact Statement for the Disposal and Reuse of the Former Naval Weapons Station Concord Seal Beach Detachment Concord,
Concord, California and the 2017 NEPA Record of Decision; the 2017 Section 7 of the Endangered Species Act Biological Opinion; and the 2017 Section 106 of the National Historic Preservation Act Memorandum of Agreement. Changes to the LRA’s land use plan or density arising from the CLP, subsequent LRA Specific Plan, or other local planning efforts prior to Navy’s property transfer may trigger additional federal environmental planning requirements. If additional requirements are necessary, LRA (or on its behalf, Master Developer), at its sole cost and expense, shall provide additional document preparation, provision of technical experts, and consultation services, etc. necessary for the Navy to complete any additional environmental planning requirements.
2. The Parties agree that the Navy has proceeded through the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”) process at various Installation Restoration (“IR”) and Munitions Response Program (“MRP”) sites since the adoption of the Area Plan and has used that plan as the basis for “reasonably-anticipated future land use.” Should changes to the LRA’s land use plan or density arise from the CLP, subsequent LRA Specific Plan, or other local planning efforts, the LRA will be solely responsible for any additional environmental remediation required to support such changes in land use or land use assumptions. For example, should the LRA wish to revise the land use of a commercial area to residential, the LRA will bear responsibility for any additional remediation required to support the residential use over and above the remedies implemented by the Navy to address the prior commercial space use designated in the Area Plan.
3. Institutional Controls (“ICs”) and Operations and
Maintenance (“O&M”) obligations. Navy shall consult with the LRA and Master Developer on the nature and scope of all proposed ICs and O&M obligations and shall reasonably consider that input
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during the CERCLA decision making process. The LRA shall accept, implement and maintain all ICs and long -term O&M obligations associated with IR and MRP Site remedies on the EDC Property, as established by the applicable Record of Decision(s) and Remedial Design(s). The LRA shall ensure that future land uses, grading or utility work remain consistent with those controls and do not compromise the remedy’s integrity.
4. Coordination and Access. For the EDC Property, the LRA shall coordinate pre-development and redevelopment activities with the Navy to avoid interference with remedy construction, monitoring and inspection, and shall grant the Navy and Regulatory Agencies access for such purposes.
5. Installation Restoration Site 22 (“IR Site 22”) Remediation (a) The Navy is currently preparing a revised CERCLA
Feasibility Study for IR Site 22. In the event an on-
site containment remedy (on the EDC Property) is
selected for all or portions of IR Site 22, the LRA
shall support the Navy’s implementation of the on-
site containment remedy.
(b) Excavation of Soil. In the event of an on -site
containment remedy, the Navy may excavate and
remove arsenic-containing soils from IR Site 22 and
may place soils for on-site containment within non-
residential areas of IR Site 22 and/or in areas of the
EDC Property outside of the IR Site 22 boundary.
As part of a proposed containment remedy, the
Navy would additionally excavate and prepare on -
site containment cells within the EDC Property. The
Navy is not obligated to backfill IR Site 22 with
clean soil to support redevelopment.
(c) Placement of Soil. The LRA and Master Developer
shall accommodate the placement of soil arising
from onsite containment and consolidation of IR
Site 22 soils within the areas selected by Navy and
designated in the CERCLA process. The EDC
MOA will contain an exhibit depicting ”Potential
IR Site 22 Containment Locations”. The depicted
areas will represent those preliminarily investigated
by LRA staff and the Master Developer. The Navy
will ultimately determine the final locations for any
IR Site 22 containment areas based upon the
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CERCLA process and LRA and Master Developer
input. Those locations may include, but are not
limited to, the areas to be depicted in the EDC MOA
exhibit.
(d) Land Uses. The Navy’s IR Site 22 remedy will take
into account reasonably-foreseeable land uses as
defined in the CLP. The Navy’s remedy will
address the residential exposure pathway only in
those areas planned for residential reuse in the CLP
and will meet commercial / industrial standards in
the other areas of the site. Should the LRA and
Master Developer change the land uses within IR
Site 22, it will be the responsibility of the LRA and
Master Developer to plan and implement any
additional environmental remediation that may be
necessary due to land use changes or modification
to land use areas.
Diablo Creek Golf
Course:
The LRA has requested the Navy-owned portion of the Diablo Creek Golf Course (“Golf Course”) in its EDC Application. The Parties agree that the Golf Course is considered a community benefit, that it does not have an identified cash flow in the Master Developer’s project pro forma, and that the Golf Course will not be subject to the LRA / Master Developer’s Disposition and Development Agreement (“DDA”). The LRA plans to continue use of the Golf Course as a community / municipal course. The EDC MOA will describe appropriate land use restrictions for the Golf Course and a process for reassessment of Navy’s financial consideration in the event that the LRA sells or utilizes the Golf Course for any other use beyond a community / municipal golf course.
Agreements: The Parties will negotiate and execute the following agreements and documents with respect to the EDC Property, as follows:
1. Memorandum of Agreement: The Navy and the LRA
will negotiate, approve, and execute an EDC MOA, setting forth (i) the terms and conditions for the disposal of the EDC Property by the Navy to the LRA pursuant to section 2905(b)(4) of the Base Closure Act and section 174.9 of Title 32 of the Code of Federal Regulations, and (ii) the specific terms and conditions for the conveyance of the EDC Property to the LRA at one or more EDC Property Closings (“EDC Property Closing Requirements”).
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2. Quitclaim Deeds: The Navy shall convey the property to the LRA by quitclaim deeds which convey the Navy’s right, title, and interest in the EDC Property to the LRA (“Quitclaim Deeds”) in accordance with the EDC MOA. The Quitclaim Deeds shall include all necessary reservations, easements, covenants, conditions and notices.
3. Lease in Furtherance of Conveyance (LIFOC): The
Navy and the LRA will execute a LIFOC setting forth the terms and conditions of the Navy’s lease of EDC Property pending the completion of environmental remediation and phased conveyance of such EDC Property to the LRA by Quitclaim Deed. To
accommodate LRA mitigation requirements or developer’s pre - development activities, etc., the LIFOC may become effective prior to the date of the Initial Transfer. The LIFOC shall become effective no later than the date of the Initial Transfer.
4. Reciprocal Easement Agreement: In 2019, the Parties executed an Agreement Reserving Easements and Granting
Easements and Reciprocal Easements for Ingress and Egress, General Access, Infrastructure Development and Utility Service (hereinafter “REA”), so as to allow the LRA to undertake efforts to advance certain infrastructure improvements on the EDC Property.
5. Closing Documents: In accordance with the EDC Property Closing Requirements set forth in the EDC MOA, the Navy and the LRA will negotiate, prepare, approve, execute, and record as appropriate for the EDC Property Closings quitclaim deeds, easements, rights-of-way, bills-of-sale, Escrow Agreement and Instructions, and required supporting documents necessary to complete the conveyance of the EDC Property to the LRA in accordance with the EDC MOA. At each EDC Property Closing, the Navy shall transfer to the LRA:
(a) Certain portions of the EDC Property by Quitclaim
Deed for which a FOST has been issued as
identified in their respective exhibits; and
(b) The personal property appurtenant to the real
property conveyed to the LRA by Quitclaim Deed
by Bill of Sale.
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6. Time is of the Essence: In order to effectuate the timely disposal and redevelopment of the former NWS Concord, the Parties agree that time is of the essence:
(a) The Navy and the LRA agree that they shall use
their best efforts to execute the EDC MOA no later
than ninety (90) days following the execution of this
Non-Binding Summary of Economic Development
Conveyance Terms and Conditions.
(b) In the event the Parties do not execute the EDC
MOA within twelve (12) months following
execution of this Non-Binding Summary of
Economic Development Conveyance Terms and
Conditions, the Parties shall meet and confer on
whether there is excusable delay and whether such
delay can be resolved to the satisfaction of the
Parties. In the event the delay cannot be resolved,
the Navy, upon written notice to the LRA, reserves
the right to declare this Non-Binding Summary of
Economic Terms and Conditions of no further force
or effect in law and thereafter Navy may pursue
alternative conveyance mechanisms and transferees
for the EDC Property in its sole discretion.
(c) The LRA shall accept title to any portion of the EDC Property within ninety (90) days after Navy delivery
of a Quitclaim Deed in substantially the form
attached to the EDC MOA. Failure of the LRA to
accept delivery of a quitclaim deed after written
notice and thirty (30) days to cure shall be deemed
to be a breach of the EDC MOA. The Navy may
exercise any remedies set forth in the EDC MOA or
otherwise available, including the right to terminate
the EDC MOA.
Additional Provisions: The EDC MOA will include all Base Closure Act required provisions, including, but not limited to:
1. Formal approval by the Navy and the LRA;
2. Detailed description of the EDC Property;
3. EDC Property Closing language and delivery requirements;
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4. Quitclaim Deed form, including Quitclaim Deed covenants, conditions, notices, reservations, restrictions, and easements that run with the EDC Property;
5. Time is of the essence;
6. Additional annual EDC reporting requirements covering the LRA’s redevelopment schedules and milestones; and use of proceeds it receives from the sale, transfer, conveyance, assignment or lease of any portion of the EDC Property;
7. Annual audits conducted by an independent certified public accountant, identified and agreed upon in the EDC MOA;
8. Environmental provisions in accordance with Federal law, regulations, and Navy policy, including, without limitation, the clauses required under CERCLA Section 120(h) (42 U.S.C.
Section 9620(h)).;
9. Agreement that the proceeds from any sale or lease of EDC Property received by the LRA shall be used to support economic redevelopment of, or related to, NWS Concord for a period of no less than twelve (12) years after the date of recordation of the quitclaim deed conveying that portion of the EDC Property;
10. Provisions allowing Navy to recoup from the LRA such portion of the proceeds of sale or lease by the LRA that the Navy determines appropriate, if the proceeds were not used to support economic redevelopment in accordance with 32 CFR 174.9(d)(8) and the period specified in item number 9 of this Additional Provisions section;
11. Conditions concerning LRA and Master Developer; and
12. Other provisions, as appropriate or required by statute, regulation, or Navy policy.
Conditions to EDC MOA
Effectiveness
The EDC MOA shall become effective upon execution. The EDC MOA shall contain a clause describing that in the event that the LRA’s DDA with the Master Developer is not approved by the LRA’s City Council, the EDC MOA will be rendered null and void.
In the event the DDA is not approved and effective within four (4) years of the MOA execution date, the MOA will be rendered null and void and the Navy may proceed with alternate conveyance mechanisms.
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Exhibits: The following exhibits are attached and made a part of this Summary of EDC Conveyance Terms and Conditions:
Exhibit A: Map of the EDC Property
Exhibit B: Master Developer’s Conceptual Preliminary Land Use Plan (CLP) (dated April 2026)
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APPROVED:
CITY OF CONCORD, LOCAL
REDEVELOPMENT AUTHORITY FOR
NAVAL WEAPONS STATION
CONCORD
APPROVED:
DEPARTMENT OF THE NAVY
Valerie Barone, City Manager
Amy Jo Hill
Real Estate Contracting Officer,
Naval Facilities Engineering Systems
Command Headquarters
(NAVFACSYSCOM),
Base Realignment and Closure Program
Management Office (BRAC PMO)
Date:
WITNESS:
By:
Date:
WITNESS:
By:
7SH12
7SH11
7SH1
7SH2
7SH13
7SH3
7SH6
7SH14 7SH5
7SH8
7SH9
7SH10
421
420
429
82 81
83 84
85 112113
IA50
79 IA27
IA2
262
155
190
245A-D
409
IA4
178
IA58
IA46
152
193
159
E98
265
256
264
254
IA5
IA49
IA15
IA16
IA12
IA38
IA37
IA51
IA52
116
189IA48
IA43
423
IA8
114
IA7
IA11
406IA20
SD1
294
293
427
277
IA36
10 276
261
168
97 151
98 87
7SH7
7SH4
86 IA1
IA10
253252
187
185
IA18C
IA18B
IA18A
IA18
IA18D
398
395
397396
93 94
186
IA13
IA25
269
416
433
IA24
IA24A
IA24B
422
IA55
428
96 8889
IA19
263
IA56
IA3
434
522
IA57
IA22
IA21A
BART
431
IT4
IT2
274
438
IA23
430
282 IA21
405
512
511
150
IA2A
273
IT1
131
132
130
435
9 296 297
271
Post 7
270
245F
245E
1,000 0 1,000 2,000
Feet
Former Naval Weapons Station
Seal Beach Detachment Concord
2026-03-30 C:\Users\AllisonWren\OneDrive\_INYA\Projects\_Concord_Data Calls\Conc_datacall_new EDCs.aprx Inya AllisonWren EBRPD
EDC
EMR
PBC
East Bay Regional Parks District
Economic Development Conveyance
Emergency Management Response
Public Benefit Conveyance
Notes:
Water Tank Parcel (EDC parcel to be determined after siting of water tanks.
Remainder to be transferred to EBRPD)
EDC Property - To be transferred to the City of Concord EMR Property - To be transferred to Contra Costa County EBRPD Property - Transferred (or to be transferred to EBRPD) U.S. Bureau of Reclamation Managed Property
Building
Water
Road
Railroad
EXHIBIT A
ECONOMIC DEVELOPMENT
CONVEYANCE (EDC) PROPERTY
1 23
4 5
6 1. 5M, San Francisco
2. PIER 70, San Francisco
3. STONESTOWN GALLERIA, San Francisco
4. BLVD, Dublin
5. NEWPARK, Newark
6. LAKESIDE/HORIZON @ ONE LAKE, Fairfield
7. PATINA/COPPERLEAF/FOUNDRY @ NAPA PIPE, Napa
8. SUNDANCE/MOONSTONE @ ROSEWOOD, Morgan Hill
7 8
02/20/2024
Revised as of 4/17/2026
CONCEPTUAL PRELIMINARY LAND USE PLAN WITH PHASING
Tournament Sports Park and City Wide Park
to be phased and programmed in the Specific Plan.
Proposed school locations are subject to school district approval, and may be shifted and relocated accordingly.
PHASE 1
KEY
PHASE 4
PHASE 2 PHASE 5
PHASE 3
TOURNAMENT SPORTS PARK & CITYWIDE PARK
Conservation, Open Space & Rec. Lands 171.1 ac
Infrastructure 53.4 ac
Housing 1,696 Units
Commercial (Jobs: 1,378) 620,000 gsf
Inclusionary Housing 562 Units
Conservation, Open Space & Rec. Lands 80.6 ac
Infrastructure 45.2 ac
Housing 1,388 Units
Commercial (Jobs: 0) 0 gsf
Innovation District (Jobs: 3,778) 1,700,000 gsf
Campus District (Jobs: 8,446) 3,000,000 gsf
Inclusionary Housing 467 Units
Community Facilities & Set Asides (Jobs: 196) 23 ac
Conservation, Open Space & Rec. Lands 186.7 ac
Infrastructure 34.1 ac
Housing 1,737 Units
Commercial (Jobs: 222) 100,000 gsf
Inclusionary Housing 581 Units
Community Facilities & Set Asides (Jobs: 196) 11 ac
Conservation, Open Space & Rec. Lands 126.2 ac
Infrastructure 37.2 ac
Housing 2,187 Units
Commercial (Jobs: 0) 0 gsf
Inclusionary Housing 721 Units
Community Facilities & Set Asides (Jobs: 186) 10 ac
Conservation, Open Space & Rec. Lands 163.1 ac
Infrastructure 29.4 ac
Housing 2,201 Units
Commercial (Jobs: 1,778) 680,000 gsf
Inclusionary Housing 737 Units
Community Facilities & Set Asides (Jobs: 372) 29 ac
Conservation, Open Space & Rec. Lands 102.3 ac
April 2026
/zero.osf/seven.osf/five.osf/zero.osf/seven.osf/five.osf/zero.osf/one.osf/five.osf/zero.osf/zero.osf/three.osf/zero.osf/zero.osf/zero.osf Feet
THURGOOD MARSHALL
REGIONAL PARK
SALVIO ST
CONCORD BLVD
WILLOW PASS
PORT CHICAGO HWY
PORT CHICAGO HWY
BAILEY RD
HWY 4
OLIVERA RD
OLIVERA RD
WILLOW PASS
TOURN.
SPORTS
PARK
CITY WIDE
PARKCONTRA
COSTA CANAL
MT. DIABLO CREEK
RESTORATION CORRIDOR
PROPOSED BIKE & PEDESTRIAN CONNECTION
POTENTIAL CREEK CROSSINGS
LOW DENSITY RES. (RL)
NEIGHBORHOOD COMMERCIAL (NC)
MEDIUM DENSITY RES. (RM)
MIXED-USE MEDIUM (MUM)
MIXED-USE HIGH (MUH)
CAMPUS DISTRICT
COMMUNITY FACILITIES OVERLAY
SUBSTATION
STEEP SLOPE AREAS
SPECIFIC PLAN BOUNDARY
PROPERTY BOUNDARIES
FORMER COAST GUARD SITE & BART
PROPERTY BOUNDARIES
PHASE BOUNDARY
COMMERCIAL FLEX (CF)
OTHER PARKS & OS
GREENWAYS
OPEN SPACES TYPES
LAND USE DESIGNATIONS
MISCELLANEOUS
CITYWIDE PARKS
CONSERVATION OS
EVORA RD
COUNTY
CONVEYANCE
KINNE
BLVD
DENKINGER RD
FORMER
COAST
GUARD
SITE
PROPOSED
OFF-SITE FIRE
STATION
CAMPUS DISTRICT BOUNDARY
MT. DIABLO CREEK
RESTORATION CORRIDOR
PROPOSED FIRE
STATION/POTENTIAL
POLICE SUBSTATION
POTENTIAL
POLICE SUB.
POTENTIAL POLICE
SUBSTATION
TODOS SANTOS
PLAZA
DOWNTOWN
CONCORD
5A
5B
2C
2A
1A
1A
3A
3A
1C
2B
1B
3B
4A
4B
2C
2B
EXHIBIT "B" - Conceptual Preliminary Land Use Plan (CLP)
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CONCORD NAVAL WEAPONS STATION
TERM SHEET FOR
DISPOSITION AND DEVELOPMENT AGREEMENT AND STATUTORY
DEVELOPMENT AGREEMENT
BETWEEN CITY OF CONCORD, IN ITS CAPACITY AS THE LOCAL REUSE AUTHORITY (“CITY” OR “LRA”) AND
BCUS ACQUISITIONS LLC (“DEVELOPER”)
DATED _______________, 2024
UPDATED MAY____, 2026
This March 12May __, 20242026, revision does not change any of the substance ofupdates the version released on February 15, 2024. The Table of Contents has been corrected to accurately reflect what content is found on which page.
Additionally, a Glossary of Certain Defined Terms has been added at page 58.of the Term Sheet that was approved by the Concord City Council in 2024 (the “2024 Term Sheet”) to reflect the final Non-Binding Summary of Economic Development Conveyance Terms and Conditions for Former Naval Weapons Station Concord agreed to by the United States of America, acting by and through the Department of Navy, and the City dated [________, 2026] (the “City/Navy EDC Term Sheet”) and, once approved by the City Council, supersedes in its entirety the 2024 Term Sheet.
Attachment 2
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TABLE OF CONTENTS
Page
1. Purpose of Term Sheet and DDA and DA .............................................................1
2. Phase One; Future Phases....................................................................................2
3. Labor Policies & Local Opportunity........................................................................3
4. Project....................................................................................................................4 a. Development Phases & Project Summary ..................................................4 i. Phase One .......................................................................................5 ii. Phase Two .....................................................................................65 iii. Phase Three.....................................................................................7 iv. Phase Four.....................................................................................87 v. Phase Five .....................................................................................98 b. Commercial Pads; Neighborhood Serving Retail........................................9 c. Recreational/Civic Amenities ......................................................................9 i. Parks, Greenways, and Open Space .............................................10 ii. Community Center/Library .........................................................1413 iii. Tournament Sports Park/City Wide Park .......................................14 d. Affordable Housing....................................................................................14 i. Delivery of Development-Ready Affordable Housing Pads............15 ii. Additional Developer Funding and Commitments to Ensure Delivery of Affordable Housing Units..............................................15 iii. Legally Binding Agreements for Permanent Multifamily Supportive Housing and Food Bank Project ..................................16 iv. Self-Help Housing (Habitat for Humanity) ......................................16 v. Other Federal, State, and Regional Funding Sources ...................16 vi. Affordable Housing Administrator...............................................1716 e. Golf Course/Evora Road ...........................................................................17 f. Commitment to Successful Transit Oriented Development ..................1817 g. Fire Station................................................................................................18 h. Mount Diablo Creek Restoration Area ......................................................18 i. Campus District Marketing Plan............................................................1918
5. Summary of Project Milestones and Phasing Requirements...............................19
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a. Size and Configuration of Land Transfers or Rights of Entry from City to Developer.......................................................................................19 b. Defined Terms...........................................................................................19 c. Schedule of Performance..........................................................................19
6. Interim Lease .......................................................................................................22
7. Infrastructure........................................................................................................24 a. Backbone Infrastructure ............................................................................24 b. Developer Obligation; Timing................................................................2524 c. Limited Right to Assign In-Tract Backbone Infrastructure Obligations ............................................................................................2524 d. Upsizing of Infrastructure ..........................................................................25 e. Reimbursement.........................................................................................25 f. Willow Pass Road and Bridge...................................................................25 g. Recycled Water Infrastructure...............................................................2625
8. Project Entitlements .............................................................................................26 a. General Plan/CRP Area Plan Amendments..............................................26 b. City/Navy EDC Term Sheet and MOA/Purchase Agreement ...................26 c. Specific Plan .............................................................................................26 d. DDA...........................................................................................................27 e. Development Agreement ......................................................................2827 f. CEQA ....................................................................................................2827
9. Reimbursement of City Costs ..............................................................................29
10. Conditions Precedent to Transfer to Developer of Infrastructure Subphases within a Phase...................................................................................29 a. Fee Title ....................................................................................................29 b. Project Entitlements; Resource Agency Permits.......................................30 c. Completion of Prior Sub-phase Backbone Infrastructure..........................30 d. Approvals for Backbone Infrastructure; Improvement Security.................30 e. Insurance Policies .....................................................................................31 f. Evidence of Financing...............................................................................31 g. Commitment to Commence and Complete Improvements .......................31 h. Environmental Remediation ......................................................................31 i. Miscellaneous Standard Closing Conditions.............................................32
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j. Waiver of Conditions / Repurchase Right .................................................32
11. Conditions Precedent to Transfer to Vertical Developer......................................32 a. Satisfaction of Conditions Precedent to Transfer from City to Developer..................................................................................................32 b. Evidence of Experience ............................................................................32 c. No Debarment or Suspension...............................................................3332 d. Assignment and Assumption Agreements ................................................33 e. Land Valuation for Assignment to Affiliated Vertical Developer ................33 f. Assignee Formation Documents ...............................................................33 g. Associated Backbone Infrastructure .........................................................33 h. Receipt of Improvement Security ..............................................................33 i. Insurance Policies .....................................................................................33 j. Completion of Commercial and Affordable Housing Pads ....................3433 k. Miscellaneous Standard Closing Conditions.............................................34
12. City Participation; Entitlement Fee.......................................................................34 a. Participation Model....................................................................................34 b. Calculation/Distribution .............................................................................34 c. Community Benefit Fund.......................................................................3534 d. Project Costs.............................................................................................35 e. Entitlement Fee .........................................................................................35 f. Repayment of LRA Loan...........................................................................35
13. Federal, State, and Regional Funding Sources; Financing of Public Improvements and Publicly Accessible Private Improvements; Sales Tax Allocation .............................................................................................................36
14. Open Book Accounting ........................................................................................37 a. Proposed Financial Deal Structure ...........................................................37 b. Potential Federal/State/Regional Funding ............................................3837 c. Open Book Accounting .............................................................................38 i. Book and Recordkeeping Obligation..............................................38 ii. Annual Reports...............................................................................38 iii. Inspection Rights............................................................................38
15. Remediation.........................................................................................................38
16. Habitat & Species Mitigation and Resource Agency Permitting ......................4140