The City's Investment Policy applies to all funds held by the City, Housing Authority, Successor Agency, and Reclamation Authority. The Reclamation Authority's funds are included in the City's cash and investment balances.
The attached Investment Report summarizes the cash balances and investments as of September 30, 2022 for each agency. The City of lrwindale's balances include investments of all funds of the City and its agencies, which are pooled to maximize the interest yield. The cash balances in the general account with Bank of the West also include all funds of the City and its agencies, which also earn interest on the pooled cash balances.
The Investment Report itemizes how much is invested in the Local Agency Investment Fund (LAIF) accounts, certificates of deposits and federal agency securities. All investments comply with the City's Investment Policy.
As previously noted, all funds held by the City, Successor Agency, Housing Authority, and Reclamation Authority are pooled to maximize interest yields. The Reclamation Authority Board is not scheduled to meet again until December 14, 2022. Therefore, this same Investment Report will be included in the Reclamation Authority's Agenda for that meeting for review by the Reclamation Authority Board as well.
Fiscal Impact:
There is no fiscal impact to receive and file this report.
Attachment:
City of Irwindale Investment Report - September 30, 2022 Page2
SECURITY DESCRIPTION
CITY OF IRWINOALE
INVESTMENT REPORT
September 30, 2022
PAR VALUE/
ORIGINAL
COST
CURRENT
YIELD TO
MATURITY
PURCHASE MATURITY MKT VALUE I
ENDING
DATE DATE BALANCE
CITY OF IRWINDALE (POOLED - ALL FUNDS, INCLUDING RECLAMATION AUTHORITY! BANK OF THE WEST GENERAL ACCOUNT $ 2,214,630 0.36%
WELLS FARGO BANK MONEY MARKET ACCOUNT $ 100,000 2.42%1
LOCAL AGENCY INVESTMENT FUND {LAJF} $ 48,724,407 1.35%
US GOVERNMENT AGENCIES
FEDERAL HOME LN BKS CONS BO (FHLB) $ 5,000,000
5,000,000
3,000,000
5,000,000
5,000,000
5,000,000
5,000,000
1,000,000
1,000,000
1 000 coo
FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB)
FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB)
FEDERAL HOME LN BKS CONS BD (FHLB)
FEDERAL HOME LN BKS CONS BO (FHLB)
FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB)
FEDERAL HOME LN BKS (FHLB)
FEDERAL HOME LN BKS CONS BO (FHLB)
FEDERAL HOME LN BKS CONS BD (FHLB)
FEDERAL HOME LN BKS CONS BO (FHLB)
Sub-Total US Government Agencies: $ 36,000,000
MUNICIPAL BONDS
CALIFORNIA ST ATE TAXABLE $ 1,000,000
BAY AREA CALIFORNIA TOLL AUTHORITY 1 000 000
Sub-Total Municipal Bonds: $ 2,000,000
CERTIFICATES OF DEPOSIT
BANK OF CHINA $ 245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245,000
245 000
JP MORGAN CHASE BANK
APEX BANK
UBS BANK USA
AMERICAN EXPRESS NATIONAL BANK
COMMUNITY BANK OF THE BAY
CAPITAL ONE BANK USA
CAPITAL ONE NATIONAL ASSN VA
ALLY BANK
SYNCHRONY BANK
CUSTOMERS BANK
MEDALLION BANK
BMO HARRIS BANK
DR BANK
SAFRA NATIONAL BANK
MORGAN STANLEY BANK
MORGAN STANLEY BANK
TRADITIONAL CAPITAL BANK
PONCE BANK
FIRST NATIONAL BANK
Sub-Total Certificates of Deposit: $ 4,900,000
Total City of Irwindale Investments (Pooled Funds): $ 93,939,038 HOUSINGAUTHORITYCFunds 11 &12)
BANK OF THE WEST GENERAL ACCOUNT
LOCAL AGENCY INVESTMENT FUND (LAIF)
SUCCESSOR AGENCY (Funds 50-66)
BANK OF THE WEST MONEY MARKET ACCOUNT
LOCAL AGENCY INVESTMENT FUND (LAIF)
GRAND TOTAL OF INVESTMENTS
$ 2,063,774
5 639 549
$ 7,703,323
$ (1,833,169)
10 746 524
$ 8,913,355
$110,555,716
0.52%
0.58%
0.90%
1.00%
0.50%
0.87%
0.50%
3.42o/o
3.45%
3.28%
3.35o/o
3.50%
3.159 O/o
3.40 %
3.153 %
3.40 %
3.35 %
3.50%
3.45 %
3.45%
3.35 %
3.45 %
3.00 %
3.25 %
3.15 %
3.60 %
3.05 %
3.45 %
3.45 %
3.30°/o
3.35%
3.45 %
0.36%
1.35%
0.36%
1.35%
07/28/21
06/23/21
06/15/21
06/30/21
06/30/21
07/28/21
07/29/21
08/29/22
08/29/22
08/29/22
08/30/22
08/30/22
08/31/22
08/31/22
08/31/22
08/31/22
08/31/22
08/31122
08/31/22
08/31/22
09/01/22
09102122
09/06/22
09/07/22
09/09/22
09/09/22
09/09/22
09/09/22
09/09/22
09/14/22
09/14/22
09/19/22
01/28/25
06/23/25
06/15/26
06/26/26
06/30/26
07/28/26
07/29/26
11115/24
12/27/24
02/22/24
04/01/24
04/01125
02/28/24
08/30/24
08/30/24
09/02/25
09/02/25
08/31/27
08/31/27
08/31/27
09/01/26
09/02/27
09/06/23
09/08/25
03/11/24
09/09/26
10/10/23
09/09/27
09/09/27
03/13/26
09/14/27
09/20/27
$ 2,214,630
$ 270,677
$ 47,786,997
$
$
$
$
$
$
4,557,100
4,499,400
2,639,100
4,403,300
4,384,800
4,377,650
4,389,150
931,393
931,899
908 187
32,021,979
981,808
947 686
1,929,495
241,433
241,026
239,882
238,644
238,347
234,989
234,476
234,476
236,276
234,470
242,536
237,597
241,357
238,393
242,300
234,468
234,468
236,806
233,212
234 314
4,749,449
$ 88,973,227
$
$
2,063,774
5 569 673
7,633,447
$ (1,833,169)
10 539 771
$ 8,706,602
$ 105,313,275
This investment portfolio is in conformity with the Clty of lrwindale's Investment Policy which was approved by City Council on June 8, 2022.
INVESTMENT
RATINGS
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa/ AA+
Aaa I AA+
Aaa I AA+
Aa2 I AAAa3/ M
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
FDIC Insured
The City Treasurer's cash management program and cash flow analysis indicates that sufficient liquidity is on hand to meet estimated future expenditures for a period of six months. The weighted average of maturity of the City's pooled investment portfolio is 1.22 years, and the weighted average yield of the City's pooled investments at cost is 1.29%. Market prices of securities are obtained directly through Bank Statements. Due to timing, Bank of the West General Account balances are pr~o?(d::d y1e7 rates are, based on the prior month's account analysis statement Approved by { ' / ~ Kambiz Barham, Finance Director I City Treasurer IZICity Council
OSuccessor Agency
D Housing Authority
D Reclamation Authority
DJoint Powers Authority
Date: October 26, 2022
City if
IRWINDALE
AGENDA REPORT
To:
From:
Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
CC Item 11
Issue: Request to Approve a Professional Contract Services Agreement with PlaceWorks, Inc. for the preparation of CEQA documents (Initial Study and Environmental Impact Report) for the construction of three (3) speculative industrial buildings totaling ±991,090 square feet (Building 1: 240,580 sf., Building 2: 676,400 sf., Building 3: 74,110 sf.) with associated standard vehicle and trailer parking and an optional battery energy storage system for property located at 13620 Live Oak Lane (APNs: 8532-002-035 and -042).
City Manager's Recommendation:
1) That the City Council approve the attached contract with PlaceWorks, Inc. for the preparation of an Initial Study and Environmental Impact Report to be prepared in association with land use entitlement applications for property located at 13620 Live Oak Lane, Irwindale, CA 91706.
Administrative Action:
Submitted by:
Marilyn Simpson, AICP, Community Development
Director
(626) 430-2209
Prepared by:
Brandi Jones, Senior Planner
Reviewed by:
Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:
Julian A. Miranda, City Manager
Electronically Approved
I
BACKGROUND
KP Irwindale Owner, LLC, the Applicant, submitted a request for the construction of three (3) speculative industrial buildings totaling ±991,090 square feet with associated standard vehicle and trailer parking and an optional battery energy storage system for property located at 13620 Live Oak Lane (APNs: 8532-002-035 and -042), in the M-2 (Heavy Manufacturing) zone (Project). The applications include requests for a General Plan Amendment (Map), Zone Change, Site Plan and Design Review (DA}, Tentative Parcel Map and the environmental analysis, which is required under the California Environmental Quality Act (CEQA) for land use entitlements.
After soliciting proposals through a Request for Proposals process, Planning Staff reviewed five (5) proposals from consulting firms, interviewed all of the consulting firms, and is now recommending the retention of PlaceWorks, Inc. to complete the CEQA work necessary to obtain entitlements for this Project. The Contract Services Agreement with PlaceWorks, Inc. is for an amount not to exceed $409,540.00, and is attached with this report. The Initial Study conducted by PlaceWorks, Inc. will determine the type of CEQA document to be prepared (Environmental Impact Report).
FISCAL IMPACT
The City's General Fund will not be impacted. Pursuant to the Reimbursement Agreement with the Applicant, which is also presented for approval, the Applicant has agreed to reimburse the City of all costs and expenses incurred by the City related to the services agreed to in the Agreement for Contract Services with PlaceWorks, Inc. The Reimbursement Agreement requires a deposit account wherein Applicant will make deposits of amounts to cover all costs and expenses of work done by PlaceWorks, any other consultant retained for the Project, and the City Attorney's office for work related to the land use entitlements.
ATTACHMENTS
A. Agreement for Contract Services with PlaceWorks, Inc. (including cost proposal)
ATTACHMENT "A"
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF IRWINDALE AND PLACEWORKS, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 25th day of October 2022, by and between the City of Irwindale, a California municipal corporation ("City"), and PlaceWorks, Inc., a California corporation ("Consultant" or "PlaceWorks"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services pertaining to California Environmental Quality Act (CEQA) for land use entitlements defined and described in Exhibit 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services defined and described in Exhibit 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the Section 607 of the City of lrwindale's Charter, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's proposal or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.
1.7 Prevailing Wages.
Consultant is advised of the requirements of California Labor Code Section 1720 which provides: prevailing wage rates apply to "[c]onstruction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds, except work done directly by any public utility company pursuant to order of the Public Utilities Commission or other public authority." It is the Parties' understanding that this Project shall not be required to pay prevailing wages pursuant to Sections 1770 - 1781 of the California Labor Code and 33423- 33426 of the California Health and Safety Code. To this end, Consultant acknowledges and agrees that should any third party, including but not limited to the Director of the Department of Industrial Relations ("DIR"), require Consultant or any of its contractors or subcontractors to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the DIR under Prevailing Wage Law, then Consultant shall indemnify, defend, and hold City harmless from any such determinations, or actions (whether legal, equitable, or administrative in nature) or other proceedings, and shall assume all obligations and liabilities for the payment of such wages and for compliance with the provisions of the Prevailing Wage Law. The City makes no representation that any work completed by Consultant is or is not subject to Prevailing Wage Law.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed FOUR HUNDRED AND NINE THOUSAND AND FIVE HUNDRED AND FORTY DOLLARS ($409,540.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts.
Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant ARTICLE 3. PERFORMANCE SCHEDULE
3. 1 Time of Essence.
Time is of the essence in the performance of this Agreement
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Keith Mccann CEO
(Name) (Title)
RandalVV. Jackson President
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees.
Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be the City Manager or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions, which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.
Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.
Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Required Insurance Policies.
Without limiting Consultant's indemnification of the City and prior to commencement of services, Consultant shall obtain, provide and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.
(b) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional Liability (errors & omissions) Insurance. Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this Agreement.
(d) Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000).
5.2 Other Provisions or Requirements.
(a) Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required in section 5.1, and for purposes of Workers' Compensation Insurance Consultant shall submit a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. Should the Consultant be a sole proprietor, the Consultant shall complete and submit a declaration of sole proprietors form to the City in lieu of proof of Workers' Compensation as it not required for sole proprietors. The insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance of services.
Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of Coverage. Consultant shall procure and maintain each of the insurance policies required in Section 5.1 for the duration of the Agreement, and any extension thereof.
(c) Primarv/Noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall be excess to the Consultant's insurance and shall not contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City's Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of Contract Provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
U) Additional Insured Status. General liability and automobile policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved by the City in writing.
(I) Separation of Insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass Through Clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the services, which are the subject of this Agreement, who is brought onto or involved in these services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the services will be submitted to City for review.
(n) City's Right to Revise Specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change.
If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation.
(o) Deductibles/ Self-insured Retentions. Any deductibles and selfinsured retentions must be declared to and approved by City. At the option of the City , either: the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers, officials, employees, agents and volunteers, or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claims administration and defense expense. (p) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
5.3 Performance Bond.
Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement, unless such requirement is waived by the Contract Officer. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.
5.4 Indemnification.
(a) Indemnity for Professional Liability. Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officers, officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs where the same arise out of, are a consequence of, or are in any way attributable to whole or in part by, any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or Subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this agreement. (b) Indemnity for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or agency for which Consultant is legally liable, including but not limited to officers, agents, employees or subcontractors of Consultant, but excluding such claims or liabilities to the extent caused by the sole negligence or willful misconduct of the City.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services.
Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding.
Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.
Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default.
If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants 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 this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Irwindale, 5050 N. Irwindale Avenue, Irwindale, California 91706 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant's Authorized Initials ---
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
ATTEST:
Laura M. Nieto, MMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:
CITY OF IRWINDALE, a municipal
corporation
Larry G. Burrola, Mayor
CONSULTANT:
PLACEWORKS, INC., a California
corporation
By: _____________ _
Name:
Title:
Address:
Keith Mccann
CEO
3 MacArthur Place,
Suite 1100
Santa Ana, CA 92707
By: ____________ _
Name:
Title:
Address:
RandalVV.Jackson
President
3 MacArthur Place,
Suite 1100
Santa Ana, CA 92707
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing 1his certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On before me, , Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
D INDIVIDUAL
D CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
D PARTNER(S) D LIMITED
D GENERAL NUMBER OF PAGES
D ATTORNEY-IN-FACT
D TRUSTEE(S)
D GUARDIAN/CONSERVATOR
D DATE OF DOCUMENT
OTHER
-
-- SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
--
--
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF
On before mei , Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it rnay prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
D INDIVIDUAL
D CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
D PARTNER(S) D LIMITED
D GENERAL NUMBER OF PAGES
D ATTORNEY-IN-FACT
D TRUSTEE(S)
D GUARDIAN/CONSERVATOR
D DATE OF DOCUMENT
OTHER
-
-- SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
--
--
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform CEQA analysis and prepare CEQA documents necessary to obtain entitlements forthe construction of three (3) speculative industrial buildings totaling ±991,090 square with associated standard vehicle and trailer parking and an optional battery energy storage system for property located at 13620 Live Oak Lane (APNs: 8532-002-035 and -042), in the M-2 (Heavy Manufacturing) zone. (Project), as described in the following scope of service contained in the Consultant's Proposal (herein after referred to collectively as "Services"):
Scope of Work
PROJECT APPROACH
Every E!R and its processing are different. However, PlaceWorks' approach is to ensure that both documentation and the process are completely in accordance with CEQA and legally defensible. Our work will be objective and accurate to optimize the El R's value to both decision-makers and the public. Based on our knowledge, CED.A experience, and preliminary research on the project site's history and proposed development, key elements to our project approach are described below.
CEQA
Accurate, Comprehensive Project Description. Effective CEQA documentation starts with an accurate project description, including all phases and components of the project. For the liwlndale Gateway Industrial Development, th!s will encompass site cleanup/grading, two development options, and related infrastructure and public improvements. The success of this project, including the EIR, rests on a clear understanding and documentation of the site remediation process and how phasing of the site cleanup relates to the proposed redevelopment of the project site.
Focused Peer Review of Applicant-Prepared Technical Studies. Our scope of work includes peer review of the Applic.antprepared studies required to support the EIR. Each study will be reviewed by an experienced, in-house expert. The efficient initial review and subsequent review of requested changes will be critical to meeting schedule objectives and ensuring a defensible EIR. This effort will start with very focused questions so we can understand the current status and scope of remediation efforts as well as avoid redundant work by PlaceWorks and the extended project team.
No Initial Study Preparation. The RFP includes preparation of an Initial Study in the scope of work. P!aceWorks recommends that an Initial Study not be prepared. It would increase the cost and schedule for the project without making the process more defensible. We propose to address all CEQA topics in the EIR, but some topics, including Agricultural and Forestry Resources and Recreation, will be closed out in the EIR under, "Impacts Found Notto Be Significant." However, if the City prefers preparation of an Initial Study, we are happy to modify our scope and cost accordingly, Appropriate Reliance on Regulatory Requirements and Perfonnance Standards. The Irwindale Gateway Industrial Development EIRwitl detail existing regulatory requirements that inherently mitigate environmental impacts. For example, although the site does have potentially significant hazards impacts, many federal and state agencies regulate the use, storage, generation, cleanup, and transportation of hazardous materials and hazardous waste. Reliance on the stringent regulatory requirements of agencies-such as the EPA, Cal EPA, California Department of Toxic Substances Control, and local certified unified program agencies-will help mitigate potential hazards and hazardous materials impacts. We will also detail performance standards for potential impacts, from which we can defensibly conclude that future adherence to mitigation measures with these standards will mitigate the impact
LEGAL DEFENSIBILITY
Process and Documentation. The proposed E!R is a comprehensive environmental review process that includes the required public noticing for each phase of the project We will conduct the initial scoping process for the Notice of Preparation with a scoping meeting, prepare the EIR, and review all required technical reports to ensure compliance with all CEQA requirements, Furthermore, the Plac.eWorks team stays apprised of CEQA-related court cases and will ensure that our documentation and processing are legally defensible.
PROPOSAL FOR SERVICES 1 PLACEWORKS 15
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Foresight. As described in the Project Understanding section of this proposal, it is anticipated that the E!R for this project will be highly scrutinized, and as such, susceptible to various pitfalls, PlaceWorks is very aware of the vulnerability of warehousing projects, and we will prepare thorough documentation to ensure defensible documentation, consistently advise the City on recommended approaches, and substantiate the reasons for our recommendations. For example, early in the project we will review and consider the specific guidelines/recommendations provided by the State of California Attorney General for warehousing projects and proactive!y review these with the City and Applicant
SCHEDULE ADHERENCE AND CITY COORDINATION
Key to the success of the overall project is a feasible schedule that incorporates the many deliverables in EIR pi"eparation and processing, Our efforts to create a feasible schedule are reflected In the detailed MS Project schedule in the "Project Schedule" section. The schedule integrates the anticipated timelines for receipt of a!! required, Applicant-prepared technical reports and our reliance on each deliverable to complete the Draft EIR. It also incorporates as estimate for document review times by City staff. We will refine this schedule in coordination with the City and Applicant team at the kick-off meeting.
Beyond adherence to the expedited project schedule, our coordination with the City is essential to a successful project. Direct communication and coordination between the PlaceWorks team and City staff throughout the process will ensure clarity, efficiency, and a high-quality work product.
DETAILED WORK PLAN
The following scope of work has been prepared to provide the most cost- and time-efficient, legally defensible CEQA compliance for the Applicant's proposed warehousing project in the City of Irwindale. Our scope of work assumes that PlaceWorks will provide comprehensive environmental services and that we will be responsible for each step of the CEOA process.
As we discussed in our approach, we are proposing an EIR without the need for an Initial Study, which is optional under CEQA, The topics that need minimal substantiation to show less-than-significant and no impacts will be addressed in the EIRchapter, "Impacts Determined Not to Be Significant." This chapter will address the Appendix G checklist questions for the topics not addressed In the Environmental Analysis chapter, This approach Is !egaUy defensible and will both limit costs and expedite the schedule. For topical sections, the EIR would evaluate the impacts separately for each option, and provide separate significance findings, and modified mitigation measures as necessary.
TASK 1. PROJECT INITIATION
1.1 Project Kick-off Meeting
PlaceWorks' PM and assistant PM will attend one project kick-off meeting in person or virtually, based on the City's and Applicant's preference. The kick-off meeting will be held to discuss the project application; introduce the project team; review and confirm project description information, preliminary plans and design specifications, project implementation timeline, and construction and operational details; and refine/confirm the EIR schedule. Communication protocol between Place Works, subconsultants, the Applicant, and the City will also be established at this meeting.
We will also confirm the availability of Applicant-prepared technical studies at this meeting. Based on the City's responses to questions on the RFP, we have assumed that the following technical studies to support the E!R will be prepared by the Applicant's consultants and will be available to our team. We are assuming these technical studies (as applicable) would address both development options. Our schedule to complete the project description and the EIR will depend on timely receipt of the project information and remaining technical studies. 16 CITY OF IRWINDALE I ENVIRONMENTAL ASSESSMENT FOR !RW!NDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPMENT Phase I Environmental Assessment (received)
• Geotechnic.al Study (2011 study received)
Sewer Study {received)
Hydrology Report (pending receipt)
Water Quality Management Plan (pending receipt)
Utility Study (pending receipt)
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Based on our preliminary review of the technical studies provided, it is our assumption the additional studies or updates will be provided, For example, the 2011 Geotechnical Report prepared by hvine Geotechnical was prepared for a Proposed Commercial/Retail Development and does not address the specifics of the currently proposed project Similarly, questions remain regarding the required site remediation and site investigation and plans recommended in the Phase I report The Hotel and Retail Economic Feasibility Study as referenced in the RFP will not be required to support the project-related impact analysis in the EIR. Jn consultation with the City, however, this study may be useful in preparing Project Alternatives.
Depending on the results of the study, it may be used for either rejecting a Hotel and Retail use project alternative, or determining that such a use should be defined and evaluated as a Project Alternative.
Deliverable(s):
- Kick-off meetlng attendance
1.2. Project Description
PlaceWorks will prepare and submit a comprehensive draft project description that includes all required information {i.e., project location, project features, construction activities, and project approvals) for both options. The project description will be supported with figures that show the regional context, local context, aerial photograph, and conceptual site plan. After one round of review and comments on the draft project description, Place Works will finalize and submitan electronic version.
During the preparation of the project description and in coordination with the City and Applicant, PlaceWorks will identify and outline the project's primary objectives and confirm the approach for the cumulative analysis. As appllcable, we will coordinate with the City to obtain a list of related projects.
As described in the Project Understanding section, the current status of site remediation and the landfill is unclear. We will coordinate with the City and applicant to understand the remaining remediation required for the project site and include a detailed description of the required site cleanup, site preparation, and construction activities as part of the project description,
Defiverable(s):
- Draft and final project description {electronic copy)
1.3 Assembly Bill 52 and Senate Bill 18 Tribal Consultation and Support Consultation with California Native American tribes under Assembly Blll 52 (AB 52) and Senate Bill 18 (SB 18) is the responsibility of the CEOA lead agency~in this case, the City of Irwindale. Because the proposed project includes a general plan amendment, Senate Bill 18 tribal consultation will be required. Place Works c.an assist the City with the consultation process.
AB 52 states that tribes interested in consulting mustsubmitor have submitted a general request letter to the lead agency to consult on projects requiring the preparation of a negative declaration, mitigated negative declaration, or environmental impact report Place Works will coordinate with the City to determine which tribes have submitted such requests, P!aceWorks PROPOSAL FOR SERVICES ! PLACEWORKS 17
will also contact the Native American Heritage Commission (NAHC) for the updated tribal consultation list to be used for the SB 18 consultation, It should be noted that NAHC can take up to 10 weeks to fulfill this request. PlaceWorks wilf contact the NAHCwithin 5 business day of the NTP to expedite the process.
Once the tribes to be consulted have been identified, AB 52 and SB 18 require that tribes be sent a letter with information about the project and asking if they wish to consult with the agency about the project. Place Works will draft the template consultation letters on behalf of the City and submit them to City staff for review. Place Works will print the approved fetters on agency letterhead and mail them to the tribes, All letters will be sent via USPS Certified Mail.
Under AB 52 the tribes have 30 days to notify the City in writing of their desire to consult. Consultation must be initiated by the City within 30 days of receiving this written request Under SB 18, tribes have 90 days to request consultation. For tribes that respond with a request to consult, the City will coordinate and handle actual consultation(s).
The AB 52 consultation initiation process must be completed prior to the release of the public review of the Draft E!R. If consultation is requested, the EIR may be certified/adopted only after consultation is concluded.
De/iverab/e(s):
Tribal Consultation Template Letter
Distribution of Tribal Consultation Letters
Participation in consultation (if requested)
TASI< 2. NOTICE OF PREPARATION AND SCOPING MEETING
2.1 Notice of Preparation
Place Works will prepare the draft Notice of Preparation (NOP) and submit it for review and approval by the City. After City approval, Place Works will copy and distribute the NOP to state and local agencies, surrounding property owners, and other special interest groups or individuals identified by the City. PlaceWorks will post the NOP with the State Clearinghouse and the Los Angeles County Clerk. The NOP will clearly identify the time period, contact person, and address established for submitting responses.
The NOPwil! provide sufficient information about the two development options and their potential environmental effects to enable responsible agencies, other agencies, and the public to provide meaningful input into the scoping process.
Place Works assumes thatthe City will be responsible for publishing the notice in a newspaper and/or posting itatthe project site and posting on the City's website.
2.2 Scoping Meeting
According to Section 15082(c)(l) of the CEQA Guidelines, the lead agency must conduct at least one scoping meeting for a project that meets the criteria for statewide, regional, or area-wide significance. The criteria for such projects are outlined in Section 15206 of the CEOA Guidelines. The proposed project meets these criteria, and a scoping meeting is required.
Place Works will assist the City to organize and conduct one public scoping meeting to present the preliminary environmental impacts of the proposed project and to solicit comments regarding the scope and content of the environmental issues to be addressed in the EIR. We will prepare a PowerPoint presentation for the meeting to be reviewed by the City prior to finalization. At the meeting, we will be prepared to discuss the environmental review process and to answer specific questions, as desired by the City.
18 CITY OF IRWINDALE l ENVIRONMENT Al ASSESSfv\ENT FOR IRWINDAlE GATEWAY PROPOSED INDUSTRIAL DEVELOPfv\ENT Scope of 1/1/ork
It is recommended that the scoping meeting be held one to two weeks after the release of the NOP so that the public has time to consider the NOP and public concerns about environmental Issues can be identified. After the meeting, we will prepare a summary of comments that will be included in the EIR, with reference to where each comment is addressed or an explanation why it is not addressed (e,g., not an environmental issue).
Deliverab/e(s):
- Preparation and distribution of the NOP
Electronic submittal of the NOP to the State Clearinghouse CEQANetweb portal Preparation and attendance at the public scoping meeting PowerPoint presentation for scoping meeting
TASK 3. DRAFT EIR
3.1 Administrative DEIR
A draft envlronmenta! impact report (DEIR) will be prepared for the proposed project thatwil! include the following sections:
Executive Summary
Introduction
Project Description
Environmental Setting
Significant Unavoidable Impacts
Project Alternatives
Discussion of Existing Conditions, Environmental
Analysis, and Mitigation Measures
Other CED.A-Mandated Sections, including Impacts Found
to Be Less Than Significant, Significant Irreversible
Changes, Growth-Inducing Impacts
Organizations and Persons Consulted
Cumulative Impacts • Appendices
Based on our understanding of the proposed project, we expect the DEIR to focus on the environmental Issues shown in bold in the list below. These issues will be analyzed for both development options in separate sections of the Environmental Analysis chapter and will disOJss the thresholds used to determine if a significant impact would occur; the methodology to identify and evaluate the potential impacts of the proposed project; the existing environmental setting; the potential adverse and beneficial effects of the proposed project; the level of impact significance before mitigation; required mitigation measures; the level of significance after mitigation is incorporated; and the potential cumulative impacts of the proposed project and other existing, approved, and proposed development in the area. These sections would evaluate the impacts separately each development option, and provide separate significance findings, and modified mitigation measures as necessary. The topical issues not addressed in this chapter will be addressed and analyzed in "Impacts Found Not to Be Slgnific.ant" ata similar level of detail as an Initial Study.
Aesthetics • Energy • Land Use/ Planning Recreation
Agriculture/Forestry Resources • Geology/Soils Mineral Resources • Transportation Air Quality Greenhouse Gas Emissions • Noise • Tribal Cultural Resources Biological Resources • Hazards/Hazardous Materials Population/Housing • Utilities/Service Systems Cultural Resources • Hydrology/Water Quality Public Services Wildfire The following outline provides the proposed organization of the DEIR and the contents and formats of each of the sections.
Executive Summary
The executive summary is intended to encapsulate the entire DEIR to provide a quick understanding of the project's potential impacts. !twill briefly identify the project description, project objectives, and proposed project timeline. The executive summary will briefly discuss the environmental impacts associated with project implementation (whether beneficial or PROPOSAl FOR SERVICES J PLACEWORKS 19
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adverse, significant or less than significant) and will contain a summary analysis of the alternatives to the project The executive summary will include a comprehensive summary table of project impacts and mitigation measures.
Introduction
The Introduction will include the purpose of a DEIR and procedural information. In addition, this chapter will discuss the format and content of the DEIR and the decision-making process and wilt identify the responsible and trustee agencies.
Project Description
CEQA Guidelines Section 15124 indicates that the project description should contain precise boundaries and location, a dearly written statement of objectives, a general description of the project characteristics and supporting publlc service facilities, and a statement briefly describing the intended uses of the EIR. It requires that the project description not supply extensive detail beyond what is needed for evaluation and review of the environmental impact. A logical, concise, and organized project description sets the tone and structure of the entire EIR and is essential to developing a defensible EIR The project description will be based on information provided by the City and the Applicant for both development options and will include the project location and setting; the site characteristics; the Applicant's project objectives; and the characteristics of the project, including a clear description of construction activities, phasing, and assumptions that tie directly into the technical quantitative analyses. The project description will also detail the site remediation process and how phasing of the site cleanup relates to the proposed redevelopment of the project site, The description will quantify baseline conditions in comparison to the proposed project to provide a statistical basis for the incremental "project" to be analyzed through out the DEIR. This chapter will also describe the required permits and approvals for the project will include a discussion of the past, present, and reasonably foreseeable future projects and activities in the surrounding areas that wlll serve as the basis for the cumulative impact analysis.
Environmental Setting
This chapter of the DEIR wll! establish the baseline environmental setting information from which impacts will be assessed in the remainder of the DEIR !t wil! include a summary of existing conditions.
Environmental Impact Analysis
This chapter of the DEIR will include individual topical discussions of the environmental setting, project impacts, cumulative impacts, project design features, applicable mitigation measures, level of significance before mitigation, and level of significance after mitigation for both project options. The assessment of impacts will be consistent with CEQA requirements.
Other CEQA Considerations
P!aceWorks will prepare the following CEQA-required analysis sections: significant irreversible environmental changes and growth-inducing impacts. !n addition, this chapter will indude the environmental effects found to be less than significant and those that are significant and unavoidable,
Alternatives
Alternatives will be defined for each development option as applicable related to significance findings. Our scope is based on the evaluation of up to three alternatives, including the No Project Alternative. ln compliance with CEQA, the EIR is required to address a reasonable range of alternative to be defined and analyzed on the basis of their ability to: 1) avoid or reduce one or more of the project's significant impacts, and 2) feasibly attain most of the basic objectives of the project.
The analysis of the alternatives will address potential environmental issues, including air quality, traffic, noise, and land use compatibility issues, Impacts resulting from construction and temporary impacts on the surrounding uses (public access, 20 CITY OF IRWINDALE ! ENVIRONMENTAL ASSESSMENT FOR IRWINDALE GATEWAY PROPOSED INDUSTRIAL DEVELOP/viENT Scope of 1
Nor!<
traffic diversion, construction schedule) will also be addressed in the alternatives. The No Project Alternative will likely consider two scenarios-the No Project/No Development alternative and the No Project/Development consistent with the Existing General Plan alternative, Under the Existing General Plan alternative, the project would be developed with uses consistent with the site's Regional Commercial !and use designation. In addition to the No Project Alternative scenario, potential project alternatives may include:
Alternative Project Design (e.g., alter building footprint or placement on-site) Alternative Industrial Use Mix {manufacturing/warehousing/business park/BESS) Reduced Intensity Alternative (i.e., fewer or smaller industrial buildings or smaller BESS) Alternatives considered but eliminated from further consideration will also be documented. The environmentally superior alternative will be identified; if it is the No Project Alternative, then one of the development alternatives will be identified as environmentaHy superior to the others.
List of Preparers,, Organizations, and Persons Consulted This chapter will indude the project Applicant, all City staff who prepared the EIR, consultants that provided technical assistance, and all persons and sources contacted for the environmental analysis.
Deliverable(s):
- Electronic versions of the Administrative Draft EIR (Word and PDF format)
3.2 Screencheck DEIR
PlaceWorks will address one round of City comments on the Administrative DEIR to develop the Screencheck DEIR, which will be submitted to the Oty for review (electronic submission only), !tis assumed thatthe City will provide one consolidated set of comments. Though it is difficult at this time to predict the level of comments the City will provide, it is assumed that no new technical analysis or major restructuring of the Administrative DEIR will be necessary. If substantial revisions are requested, not related to the quality and accuracy of the document, or due to City or applicant project changes, additional fees may be necessary.
Place Works wlll revise the Administrative DEIR to address Clty comments. It is assumed that coordination with the City and Applicant team will be required to resolve outstanding issues/questions. PlaceWorks will provide the Screencheck DEIR document to the City for review and approval.
The revised Screencheck DEIR will be submitted to the City for review. ltis assumed that comments at this stage are relatively light. Place Works will prepare a Printcheck DEIR and distribute electronically to the City team for final approval. Hard copies will be provided at cost upon request.
De/iverable(s):
- Electronic version of the Screen check and Printcheck DEIR
3.3 Public Review DEIR
Upon final City approval of the Printcheck DEIR, PlaceWorks will prepare the DEIR for public review. This will include final formatting, editing, QA/QC, and printing.
PlaceWorks will prepare the Notice of Completion {NOC) and Notice of Availability (NOA) for City approval and signature.
Place Works will distribute the NOC and NOA to the State Clearinghouse, Los Angeles County Clerk, and parties on the City's PROPOSAL FOR SERVICES I PLACEWORKS 21
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distribution list (assumed to be provided by the City). This scope of work does not include development or placement of notices in newspapers,
Deffverable(s):
DEIR (electronic copy)
Up to 10 bound copies of the DEIR (technical appendices on CD inside cover of each copy) NOC, NOA, and distribution list (electronic copy)
Filing of NOC and DEIR with State Clearinghouse and Los Angeles County Clerk TASK 4. FINAL EIR
4.1 Administrative FEIR (Response to Comments and Revisions to Draft EIR} At the conclusion of the DEIR public review period, Place Works will work with the City to obtiin and catalog all comments received on the DEIR. This catalog of comments will assist the project team in assigning responders and alert the team immediately lf additional technical review Is In order. lt Is assumed that, if required, the City and/or the Applicant's technical consultants will provide any necessary input to the responses to comment letters. An administrative final environmental impact report (FElR) will be prepared containing revisions/errara to the Draft EIR and the compiled responses to comments.
It is difficult to predict public reaction to the DEIR. For the purposes of this proposal, it is estimated that public and agency reaction will be average. lf substantial comments and revision are necessary, constituting more than our estimated budget, additional fees will be necessary. If the public comments on the DEIR are greater than expected, PlaceWorks will adjust the scope of work and budget, as necessary.
The Administrative FEIR will also include any revisions, updates, or corrections needed to respond to comments or address minor errors in the Draft EIR. Revisions will be made in underline, shading, and/or strike-out text Deliverables:
- Electronic copy of the Administrative FEIR (MS Word)
4.2 Screencheck FEIR
PlaceWorks will submit an electronic version of the Administrative FE!R for Applicant review for a consolidated set of comments. Place Works will then submit an electronic version of the Administrative FEIR to the City for review. It is assumed that comments will be manageable and not result in larger-scale restructuring or revisions to the FEIR. Place Works will submit a Screencheck FEJR to the Applicant for a consolidated set of comments and then to the City for review, After one more set of comments on the Screencheck FEIR, PlaceWorks will finalize the document and prepare a Printcheck FEIR for City review. Up to two copies of the Printcheck FEIR can be provided.
Upon City approval, the FEIR will be completed at least 10 days prior to potential approval by the City.
Deliverable(s):
Screencheck FEIR (electronic)
- Printcheck FEJR (electronic and two hard copies upon request)
4.3 Mitigation Monitoring and Reporting Program
A Mitigation Monitoring and Reporting Program (MMRP) will be prepared pursuant to Section 21081.6 of the Public Resources Code for both development options. It will be presented in standard City format and will identify the significant impacts that would result from the project, proposed mitigation measures for each impact, the times atwhlch the measures 22 CITY Of IRWINOALE ! ENVIRONMENTAL ASSESSMENT FOR IRWINDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPMENT Scope of VY01 i'
will need to be conducted, the entity responsible for implementing the mitigation measure, and the City department or other agency responsible for monitoring the mitigation effort and ensuring its success. A draft MMRP wll! be submitted to the City for review. Upon approval, the MM RP will be submitted with the FElR.
Deliverable(s):
- Draft and final MMRP (electronic copy)
4.4 Findings of Facts and Statement of Overriding Considerations PlaceWorks will complete Findings of Fact (FOF) for all impacts in the DEIR for both development options. If significant and unavoidable impacts are identified, we will prepare a Statement of Overriding Considerations (SOC) for those impacts. Section 15091 of the CEQA Guidelines requires that no public agency approve or carry out a project for which an EIR has been completed that identifies one or more significant effects unless the public agency prepares findings for each significant impact. Additionally, Section 15093 requires that when an agency approves a project that will have significant adverse environmental impacts thatare unavoidable, the agency must make a statement of its views on the ultimate balancing of the merits of approving the project despite the environmental damage.
Deliverable(s):
- FOF and SOC (electronic copy)
4.5 Notice of Determination
PlaceWorks will prepare a draft Notice of Determination (NOD) for review by the City. After the City takes action certifying the FEIRand approving the project, PlaceWorks will file the NOD with the Office of Planning and Research (OPR) and the Los Angeles County Clerk.
Deliverable{s}:
NOD (electronic copy)
- NODfiling
TASKS. CITY STAFF COORDINATION MEETINGS, COMMUNITY MEETING, AND PUBLIC HEARINGS Communication is key to a project's success. Our cost estimate is based on our attendance and participation in the 9 meetings identified in the RFP. The kick-0ffmeeting and scoping meeting are included as Tasks 1.1 and 2.2, respectively. In addition to these meetings, Place Works' project manager and assistant PM will participate in 4staff coordination meetings (assumed to be virtual for cost estimating purposes). Our PM will attend the community meeting and two public hearings {Planning Commission and City Council) in-person.
Our team will serve as an extension of City staff and wi!I prepare PowerPoint presentations and answer questions regarding the environmental document and impact analyses, as directed by City staff. We can attend additional public hearings and/or coordination meetings as requested; such meetings/hearings will be charged on a time-and-materials basis. lteris' scope of work includes attendance at up to 4 meetings, Place Works' technical specialists will attend meetings and public hearings upon request based on time and materials at our current rates.
Delfverable(s):
- 1 kick-off meeting (Task 1.1)
- 1 Scoping meeting (Task 2.2)
- Up to 4 meetings with City staff
- A community meeting
- Up to 2 publlc hearings (e.g., Planning Commission and City Council) PROPOSAL FOR SERVICES I PLACEWORKS 23
Scope.; of \;\lorf:
TASK 6, PROJECT MANAGEMENT
This task covers the efforts to manage the P!aceWorks project team; manage the ElR preparation effurt; and maintain constant, dose communication between the City, and the broader EIR technical team. This task is intended to ensure that the project will be completed on time and within budget and that all work products are of the highest quality. Place Works will coordinate the team's work for the communication of issues, transmittal of comments, financial management, and other project management matters. Monthly invoices and project progress reports will be provided for the duration of the project Our cost estimate is based on the estimated schedule (approximately 12 months) in this proposal. If this schedule is extended beyond Place Works' control, additional fees may be requested for Project Management TASK 7, PLACEWORKS TECHNICAL STUDIES
The scope ofwork for technical studies is based on the assessment of project construction and operation. It does not include the environmental review of site remediation related to landfill and former uses resulting in site hazards. Based on the applicant's project description, these efforts are addressed in previously prepared EIR.s (Nu Way Live Oak Inert Landfill) and a Conditional Use Permit approved by the City (see Project Understanding).
7.1 Air Quality and Greenhouse Gas Emissions Analyses
PtaceWorks will prepare an air quality and greenhouse gas (GHG) emissions technical analysis to evaluate the potential impacts of the proposed project (Options 1 and 2). For purposes of this scope and cost estimate, Option 1 comprises of proposed warehousing only and Option 2 comprises of warehousing and a BESS in lieu of Building 1. The analysis will be cons!stentwith the current methodology of the South Coast Air Quallty Management District (South CoastAQMD). Modeling of criteria air pollutant emissions and GHG emissions will be conducted using the latest California Emissions Estimator Model (calEEMod). Mitigation measures to reduce potential impacts will be identified, as needed, to reduce potentially significant impacts of each proposed project option, The results of the technical analyses for Options 1 and 2 will be compiled into the DEIR and model outputs will be included as an appendix. A description of the individual tasks is provided.
Construction Phasa, Place Works will quantify short-term emissions generated from construction of the on-site and off-site improvements proposed under each proposed project option. Emissions modeling will be, based on the construction schedule and duration for the project, the anticipated equipment for each construction subphase, and demolition debris and soil haul volumes (if applicable), for each project option as provided by the Applicant. Where information is unavailable, P!aceWorks will use CalEEMod defaults, as appropriate, and coordinate with the Applicant to develop the construction assumptions. For purposes of this scope, it is assumed overall construction of the proposed project under each option will be in one development phase, based on pre!lminary information received. Maximum daily construction emissions will be compared to the South Coast AQMD regional significance thresholds for construction, Localized air pollution impacts from construction equipment exhaust and fugitive dust will be compared to South Coast AQMD's screening-level localized significance thresholds (LST) for their potential to elevate concentrations of air pollutants at the sensitive and non-sensitive uses proximate to the project site. In addition, a summary of the potential health risk impacts associated with project-related construction activities as evaluated in the construction health risk assessment (HRA) (see Task 7.3) will be provided.
Operational Phase. Buildout of the proposed Options 1 and 2 would generate criteria air pollutant and GHG emissions from area sources (e.g., landscaping, paints and consumer cleaning products), energy use (e.g., natural gas for heating, and electricity), and indirect GHG emissions from water use/wastewater generation and solid waste disposal. Additionally, development of the proposed Options land 2 would generate mobile-source emissions from project-generated vehlcle trips.
Options 1 and 2 are anticipated to generate passenger vehicle trips associated with facility employees, truck trips, and emissions from onsite truck idling.
24 CITY OF !RWINDALE I ENVlRONMENTAl ASSESSMENT FOR IR\rYlNDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPl'v\ENT Scope of V'/oi!'.
Emissions from mobile sources for Options 1 and 2 will be quantified based on the average daily trip generation and vehicle miles traveled (VM11 (Jf available) for passenger vehicles and trucks as provided by lteris. Emissions from onsite truck idling will also be quantified. Place Works will quantify emissions associated with off-road cargo-handling equipment (e.g., forklifts and yard trucks) based on information provided by the Applicant (e.g., number of forklifts) and emission factors from the California Air Resources Board (CARB) OFFROAD model. Additionally, and if applicable, P!aceWorks will quantify emissions associated with transport refrigeration units (TRU) in the event cold storage would be an allowed use. Emissions associated with TR Us wi!I be based on the estimated number ofTRUs as determined by !teris or as provided by the Applicant. For Option 2, PlaceWorks will incorporate energy consumption data of the proposed BESS operation as provided by the Applicant.
Furthermore, if available from the Applicant, PlaceWorks will incorporate the anticipatEd energy usage of each proposed option into the emissions modeling. The air quality analysis will also include a summary of the results of the operational HRA (see Task 7.4). Overall, project operational phase emissions will be compared to South Coast AQMD's significance thresholds for reglonal and localized airquallty impacts and for GHG emissions impacts.
Other Air Quality Impacts. The South Coast Air Basin (SoCAB) is currently designated nonattalnment under the National and/or California ambient air quality standards (AAQS) for ozone (03}, fine inhalable particulate matter (PMi.5), coarse inhalable particulate matter (PM10), and lead (Los Angeles County only). South Coast AQMD has adopted air quality management plans (AQMPs) to ensure the SoCAB can attain the long-term National and California AAQS. The analysis will include a consistEncy evaluation of the project's regional emissions to South Coast A QM D's AQMP. Furthermore, the SoCAB has been designated in attainment for carbon monoxide {CO) under both the California and National AAQS; therefore, the alr quality analysis will include only a qualitative assessment of CO hotspots. PlaceWorks will also describe potential odor impacts qualitatively.
Project Consistency with Plans Adopted to Reduce GHG Emissions. The GHG section will discuss the GHG reduction goals of AB 32, SB 32, and SB 375. To achieve the GHG reduction targets of AB 32 and SB 32, the California Air Resources Board adopted the Scoping Plan. The Southern California Association of Governments has prepared a Regional Transportation Plan/Sustainable Communities Strategy (RTP/SC) to address the regions requirements to reduce passenger-vehicle VMT and associated GHG emissions under SB 375. Place Works will review the proposed project {Options 1 and 2) consistency with these stltewide and regional GHG emissions reduction strategies.
Deliverab/e(s):
- Air quality and GHG emissions chapters of the DEIR
- Modeling data as an appendix to the DEIR
7.2 Energy
PlaceWorks will quantify energy use for Options 1 and 2 associated with project-related construction activity (i.e., fuels consumed by construction equipment and on-road vehicles) and from project operation {e.g., building energy consumption and fuel consumption from operation-related vehicle trips and off-road equipment). Fuel use for construction-and operationrelated on-road vehicles will be modeled using fuel use data from EMFAC. long-term on-road fuel usage will also be based on vehicle trip generation and VMT (if available) data provided by lterls, Construction- and operation-related off-road equipment fuel use will be based on fuel use data from OFFROAD and on the equipment mixes and operating hours assumed for the project. Electricity and natural gas use associated with operation of the proposed buildings will be based the size and type of !and use(s) proposed and on defaultCalEEMod energy rates. If available, project-specific energy consumption demand provided by the Applicant will be utilized. Place Works will also provide an ovetview and review of the project's consistency with the California Renewab1es Portfolio Standard Program. The results of the energy analysis will be summarized in the DEIR and modeling included as an appendix.
PROPOSAL FOR SERVICES I PLACEWORKS 25
ScopG o1 \Nork
Delfverable(s}:
Energy chapter of the DEIR
- Modeling data as an Appendix to the DEIR
7 .3 Construction Health Risk Assessment
Projects with construction activities proximate to sensitive land uses have the potential to expose sensitive individuals to elevated concentrations of toxic air contaminants and fine particulate matter (including diesel particulate matter).
Place Works will prepare a construction HRA to analyze potential health risk impacts of project-related construction activities to off-site sensitive receptors for Options land 2. Construction-related toxic air contaminants and particulate matter impacts will be evaluated based on the specific construction-related characteristics (e.g., equipment use, construction phasing and duration) of the project and proximity to off-site sensitive receptors. The HRA will evaluate potential health risk and other applicable impacts from construction activities associated with Options 1 and 2. Alr dispersion modeling will be performed using a South Coast AQMD-accepted computer-based model (e.g. AERMOD) to determine ground-level concentrations of hazardous air pollutants at the project site. Cancer and toxicity data published by the California Environmental Protection Agency will be used to estimate long-term and short-term (acute) health risks for off-site sensitive receptors. If warranted, either additional or revised mitigation measures will be recommended to reduce fugitive dust and exhaust emissions.
De/iverabfe(s):
- The construction HRA will be incorporated in the Air Quality chapter of the DEIR - Modeling data as an Appendix to the DEIR
7.4 Operational Health Risk Assessment
South Coast AQMD requires an analysis of toxic air contaminants (TAC) when the project generates emissions proximate to sensitive receptors in order to ensure that the proposed project does not expose sensitive receptors to substantial pollutant concentrations. The project site is within 1,000 feet of the Kare Youth League Irwindale sports and recreation facility to the north across Arrow Highway. Additionally, though the nearest residences are 2,000 feet to the southeast, they and with the project site are within an identified SB53S disadvantaged community. In consideration of these facts, Place Works will conduct an operational HRA to evaluate potential health risk impacts to nearby residences and other sensitive populations (e.g., youths at the Kare Youth League Irwindale facility) from operational emissions of the proposed project (Option 1 and 2).
Typical sources of TACs associated with warehousing facilities are from diesel-powered heavy-duty trucks and off-road equipment used in daily operations (e.g., forklifts and yard hostlers). Another potential source of TACs are TRUs for warehousing facilities that include cold storage. Although battery energy storage is not a process which emits TACs during normal business operation, TACs could be emitted in the instance of a thermal runaway reaction or overcharge event. For Option 2, health risks would be determined for the event of a battery ce!I or module malfunction and TACs are emitted, as a precautionary measure.
The HRAwill evaluate potential health risk impacts to off-site sensitive receptors from these sources (if applicable) associated with the proposed project (Options 1 and 2), The analyses for the site will be prepared in accordance with the latest South Coast AQMD and Office of Environmental Health Hazards Assessment guidance for impacts of mobile sources on the environment.
For warehousing-related activities, air dispersion modeling will be conducted using a South CoastAQMO---accepted computer~ based model (i.e., AERMOD) to determine concentrations of hazardous air pollutants for the nearest off-site sensitive receptors. South CoastAQMD's prioritization screening methodology would be used to characterize TAC emissions from the battery energy storage. Cancer and toxicity data published by CalEPA will be used to estimate short-term and long-term health risks for off-site sensitive receptors.
26 CITY OF IRWINDALE ! ENVIRONMENTAL ASSESSMENT FOR IRWINDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPMENT Scope~ ot \A/ork
PlaceWorks will prepare the HRA Technical Report based on the analysis described above. The report will include proposed mitigation measures to reduce the potentially significant impacts of the project. We have included an allotment of four hours to address comments from the City on the draft technical study.
Deliverable(s):
- Draft health risk assessment technical report (electronic copy) - Final health risk assessment techn!cal report (electronic copy)
7.5 Cultural and Paleontological Records Search
P!aceWorks will request a records search for cultural resources within a 0.5-mi!e radius of the project site from the South Central Coastal Information Center (SCCIC). A review of relevant archival records (e.g., historic maps and aerials) will be conducted, and site records will be obtained. Note: Due to COVID-19, the response time for records searches is longer than normal-eight to ten weeks to receive the results of the records search. P!aceWorks will initiate the records search within five business days of the NTP to expedite the process,
PlaceWorks will also request a Sacred Lands File (SLF) Search from the Native American Heritage Commission (NAHC). A request for a records search for known paleontological resources and sensitivity will also be sent to the Natural History Museum of Los Angeles County.
The results of the SCCIC records search, NAHCSLF search, and paleontological resources records search will be incorporated into the DEIR, and the correspondence will be included as an appendix to the DEIR, with the exception of sensitive cultural resources data, which will not be provided for the public review version of the DEIR.
7.6 Noise and Vibration Analysis
Place Works will evaluate potential noise and vibration impacts for the construction and Op€rational phases of the proposed project. The DEIR will discuss relevant criteria for noise exposure based on applicable federal, state, and local standards, including applicable standards from the Irwindale and Baldwin Park municipal codes and General Plan noise elements, since the nearest sensitive receptors (residences) are in Baldwin Park.
The nearest sensitive receptors are residences over 2,000 feet to the south in Baldwin Park. The dominant noise sources in the project area are 1-605, Live Gak Avenue, and Arrow Highway and existingcommerdal/industria! operations at neighboring businesses. PlaceWorks proposes to assess existing conditions and other environmental characteristics based on available data in the cities' General Plan, aerial photography from Google Earth, site visits, and traffic noise modeling. No ambient noise monitoring is proposed.
Operational Noise
Place Works will analyze long-term operational noise impacts for two Options which include the proposed warehouse (Option 1) and the proposed warehouse with a BESS in lieu of Building 1 (Option 2). Long-term operational noise will be primarily related to on-site operations and traffic trip generation from the proposed project Traffic forecasts provided by the traffic engineer will be used to conduct a traffic noise impact assessment for both options.
Operational noise under Option 1, such as ~NAC and loading dock activity, will be addressed using information provided by the project Applicant and noise studies of similar uses. Based on the information provided for the BESS, each battery storage container generates 75 dBA of noise, As a result, stationary noise associated with Option 2 would also be a primary noise sources. Operational noise under Option 2 will also be assessed using noise studies of similar uses in addition to Sound PLAN computer modeling for the battery storage facility. Project operational noise contours will be graphically displayed as figures.
PROPOSAL FOR SERVICES I PLACEWORKS 27
Construction Noise
The nearest noise-sensitive receptors are residents over 2,000 feet away. Therefore, construction noise is anticipated to attenuate considerably at the nearest receptors. However, the construction from both Options will temporarily elevate the ambient noise environment above existing conditions in the project vicinity. P!aceWorks will analyze and quantify temporary construction noise and vibration impacts for Option 1 and Option 2, in addition to construction from offsite improvements.
The analysis will discuss specific construction equipment (provided by the Applicant) and discuss the anticipated extended construction schedule for both on-site construction and off-site roadway improvements (Live Oak Lane widening and street light installation). Place Works also assumes that no pile driving would occur.
The findings of the technical analyses and impact assessment will be provided in a noise and vibration section of the EIR, along with mitigation measures for any potentially signific.ant noise and vibration impacts. Noise modeling outputs will be provided in an appendix.
Deliverable(s):
- Noise chapter of the DEIR
- Modeling data as an Appendix to the DEIR
TASK 8. TRAFFIC IMPACT ANALYSIS: ITERIS
PlaceWorks has partnered with lteris to prepare a transportation analysis forthe project to determine consistency with CEQA Guidelines Section 15064.3(b) (VMT evaluation). The study will be suitable for inclusion in the DEIR and will provide traffic data that will also be an integral part of the DE!R's noise, air quality, and GHG analyses. lteris wiU also perform a focused traffic analysis (non-CE QA analysis) to address City-specific traffic operations.
8.1 Project Management, Project Initiation, Scope Refinement, and Data Collection This task will consist of project administrative functions, which generally include all administrative tasks required to initiate the project contract-establish the project accounting protocols; establish invoicing procedures; and perform regular financial tracking, reporting, and invoicing. Other administrative functions include monitoring staff effort on project tasks, directing staff effort on specific tasks, and project communications (e.g., emails, phone calls). lteris will coordinate with the City of Irwindale to finalize the scope of work, methodology, and content of the transportation analysis for the project for inclusion in the environmental document. lterls anticipates the transportation analysis will include two components: 1) Focused traffic analysis to address City-specific traffic operations (i.e., non"CEQA analysis) and 2) CEQAlevel VMT Analysis. If required, a scoping Memorandum of Understanding (MOU) between the City and !terls will be initially prepared to document the agreed upon assumptions for the study. TI1e MOU will include such items as intersections to be studied, trip generation for proposed uses, ambient growth factor, related development projects, trip distribution patterns, and other methodological issues,
It is assumed that !teris will attend up to four team and/or public meetings (e.g., public hearings/presentations). lteris staff will be available to participate in conference calls with the project team as needed.
8.2 Traffic Analysis
Based on the MOU/refined scope, lteris proposes to prepare a focused traffic analysis of the study area in the near vicinity of the proposed project site along Live Oak Avenue and Arrow Highway, utilizing the City of lrwindale's Traffic Study guidelines.
The focused analysis will provide an assessment of the project's effects on intersection level of service (LOS) and queuing at up to 15 adjacent intersections. lteris will utilize the Institute of Transportation Engineers' (ITE) Trip Generation manual to determine the anticipated project trlp generation or a locally defined trip generation. The analysis will include an evaluation 28 CITY OF IRWINDALE I ENVIRONMENTAL ASSESSMENT FOR IRWlNDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPMENT Scopcc of VVork
of existing conditions as well as future year conditions without and with the proposed project (for Option 1 and Option 2), describing the distribution and assignment of project trips along the circulation network.
The budget assumes 15 peak hour traffic counts to be conducted by a subcontractor if the City does not have recently conducted intersection traffic counts at the study intersections.
Live Oak Avenue at Arrow Highway (West)
Live Oak Avenue at 1-605 North bound Off-Ramp (Eastbound) Live Oak Avenue at 1-605 Northbound Off-Ramp (Westbound) • Live Oak Avenue at 1-605 Northbound On-Ramp
• Live Oak Avenue at live Oak Lane
Live Oak Avenue at Graham Road
Live Oak Avenue at Rivergrade Road
Live Oak Avenue at Stewart Avenue
Arrow Highway at f-605 Southbound Off-Ramp
Arrow Highway at 1-605 Northbound On-Ramp (Eastbound)
Arrow Highway at 1-605 Northbound Off-Ramp (Westbound
• Arrow Highway at live Oak Lane
• Arrow Highway at San Gabriel River Trail
Arrow Highway at Rivergrade Road
Arrow Highway at Live Oak Lane (East)
The traffic analysis will be summarized in a traffic analysis report.
8.3 CEQAAnalysis
lteris will prepare a CEQA analysis of the proposed project for inclusion in the environmental document using the City guidelines and analyzing the VMT conditions of the project. !teris will likely utilize the most recent version of the Southern California Association of Governments' (SCAG) regional travel-demand model to derive the project-related VMT as well as the regional average VMT to compare against (for both existing and cumulative conditions). The analysis will describe the project as it relates to other !and uses in the vicinity, the regional highway system, bike facilities, and pedestrian facilities. lteris will utilize the City's VMTthresholds for land use projects to determine significant impacts.
Travel Demand Modeling
lteris will utilize the Base Year and Future Year travel demand model files from the SCAG RTP/SCS travel demand model. The intermediate year(s) will be interpolated between the base year and future year travel demand model scenarios. As a part of this task, the roadway networks and centroid connectors wil! be reviewed to ensure al! major facilities and connections are included in the networks. If any network improvements are required, lteris will provide the preferred updates to the roadway network in PDF format for City review, and lteris will incorporate them prior to running the model. 1lm land use modifications will be provided to lteris in spreadsheet format at the parcel level, summarizing existing development and the proposed project. Two model scenarios will be completed, including a Base Year scenario and a Future Year (2040) scenario. 1f an intermediate year is needed, the Base Year scenario and Future Year scenario will be used to estimate Intermediate Year scenario VMT.
Upon a complete review and update of zones and networks, !!Eris will complete the base year and baseline future model runs and conduct the following VMT calculations:
PROPOSAL FOR SERVICES I PLACEWORKS 29
Sc.ope of V'iork
Work-based VMT per Employee
Total VMT
VMT information will be compared to the corresponding metric for the following geographies:
City-wide VMT
Regionwide VMT (SCAG 6-county region)
Post-processing for Operational Analysis
A project post-processor will be developed in which existing counts are used in conjunction with mode! growth at intersections and on roadway segments to forecast roadway segment volumes, The post-processor is consistent with NCH RP Report 765 guidelines, which is an update to the NCHRP Report255. (Yearr -Yearr1 )Troffic11
T ,,,, T .m -(l'ear,-Ycar11 )Trafficr1 r11JJ,cr= r11111CH+ · · Yc11ru -Ycaru where
TrafficT =Target forecast,
Traftlcn = Observed traffic count or short-ternl forecast, TrafficH = Horizon traffic forecast,
YearT =Target rear,
Yearn = Year of observed count or short-term forecast, and Yearll = Year of horizon traffic forecast.
Other CEQA Data
Data for other CEQA resource areas produced by the analysis are described below.
Noise
• In Excel, average daily trip (ADT) segment volumes in both directions (not one way) for all highway, major roadway, and arterial segments in the traffic study area for the base conditions and the two options.
Existing/Base
Baseline Plus Project (for both options)
- Future/Cumulative
- Future/Cumulative Plus Project (for both options)
Figure showing segments or study intersections
Fleet mix (auto, medium-duty, heavy-duty) on segments for each scenario • Daytime (7am--7pm), evening (7pm-10pm), and nighttime (10pm-7am) percentage splits on segments for each scenario Speeds on the study-area segments for the scenarios and time frames Number of lanes/roadway widths for the above segments
Air Quality and Greenhouse Gas Emissions
Existing and project trips and VMT
Passenger vehicles
o Passenger vehicle daily trips
o Passenger vehicle VMT
30 CITY Of IRWINDALE I ENVIRONMENTAL ASSESSMENT FOR IRWINDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPfv1ENT - Trucks
o Total daily truck trips (not passenger-car-equivalent daily trips) o Truck trips by axle (or percent medium-duty trucks and percent heavy duty trucks) o Assumptions for cold storage containers will be provided by the Applicant and applied to these numbers o Truck VMT by percent medium-duty truck and percent heavy trucks (or trip length) o Weekend values will be based on factoring from weekday data and Applicant/City provided information
8.4 Documentatfon1 Response to Comments1 and Meetings
A draft traffic impact study documenting the methodologies, findings, and recommendations of the traffic analysis will be submitted to the team for review and will be revised as appropriate for submission to the City for review. lteris will respond to two sets of consolidated comments from City staff and prepare a final report for indusion as an appendix to the environmental document.
Deliverab/e(s)
Draft traffic impact study (electronic copy)
- Final traffic Impact study (electronic copy)
Raw model base year and future year AM peak period, PM peak period, and A OT plots for the study area Noise, air quality, and greenhouse gas emissions VMT data Post-processed average daily roadway segment volumes for 15 study locations in excel format for base year, Intermediate year, and future year scenarios (for both options). - Base year and future year baseline VMT analysis in Excel format TASI< 9. TECHNICAL STUDIES PEER REVIEW
PlaceWorks will conduct third-party technical reviews of Applicant-provided technical reports to determine the adequacy of the studies forCEQA. purposes. Each report will be reviewed by experienced, in-house experts.
9.1 Phase I Environmental Site Assessment and Geotechnical Study The applicant-prepared technical studies include geotechnical studies and a Phase I Environmental Site Assessment (ESA).
The 2011 Geotechnical study recommended the removal of the top 70 feet of material in the approximately 120- to 130- foot-deep pit at the site because the improper disposal of matErial resulted in inadequate compaction that would not properly support buildings and infrastructure. The CUP had stipulated that engineered fill material be disposed in the pit that could be used to support buildings, that the placement of the fill material would be documented, and, in addition, a final compaction reportwou!d certify the fill for engineeringsupportof structures. The final compaction report was not prepared, and in 2007 a Geotechnical exploration was implemented that found oversized materials that made the investigation difficult The site is in general underlain with fill material to a depth of 12 to 15 feet followed by material that does not meet the specification of engineered fill and does not meet compaction requirements needed to support structures.
The 2021Phase1 ESA report prepared by Terracon identified Recognized Environmental Conditions (RECs), a historical REC, and data gaps at the site. Terracon recommended additional site investigation to assess subsurface conditions at the site to evaluate the RECs. The 2021 Phase ! ESA did not discuss if the top 70 feet of material at the site had been excavated as discussed in the 2011 Geotechnical report. Based on the information that we have reviewed, it does not appear to have been implemented.
PlaceWorks will review these technical studies to confirm their adequacy for application to CEOA, consistency among technical reports, and accuracy in the representation of project-related information, If the consultant deems that any technical studies are insufficient, the consultant will provide a memo outlining any inadequacies/inaccuracies of these PROPOSAL FOR SERVICES I PLACEWORKS 31
documents, The applicant will be responsible for submitting a revised version. These technical studies will be incorporated into the Draft EIR, as applicable,
Place Works will coordinate with the City, Applicant, and their technical consultants to clearly understand the current status of the project site relative to any remediation and regulatory requiremenl5 and to ensure that the EIR includes this information as well as any required mitigation to ensure that hazards are mitigated to less than significant. It is our understanding that the site is under the oversight of the Los Angeles Regional Water Quality Control Board, and the landfill ls part of the reclamation of the mining plt that is required by the State Surface Mining and Reclamation Act of 1975 (SMABA) (Public Resource Code§ 2710 et seq.) and the City of lrwindale's Surface Mining Ordinance. It is critical to understand what the remaining regulatory requirements are to be able to construct the project and incorporate the required phasing and regulatory standard based performance measures as needed. We will ensure that measures are not impermissibly deferred.
Without this oversight, hazards could present a high vulnerabilltywith respect to CEOA challenges.
This project is characterized by challenges similar to the City of Jurupa Valley's 4.2 mil!lon square foot warehouse development EIR that Place Works prepared. The 290-acre Aqua Mansa site in Jurupa Valley was a former quarry and cement production plant that qualified as a Superfund site. Place Works' site assessment team worked closely with the city, applicant, and regulatory agency to refine the project description and phasing of additional site assessment studies and remediation, ensuring a defensible E!R.
We wll! also clarify other technical reports that may be pending, including but not limited to geotechnical report that addresses the site grading and development, soils management plan, groundwater management plan, etc, and whether these will be prepared before or after project approval/E!Rcertification
9.2 Hydrology and Water Quality
PlaceWorks will conduct a third-party technical review of the hydrology report and the water quality management plan prepared for the proposed project. The reports will be reviewed to determine the adequacy of the studies forCEOA purposes, and the methodology and calculations will be compared to the applicable State and local regulatory requirements and Los Angeles County guidance documents. P!aceWorks will summarize the findings of the third-party technic.al evaluation in a memorandum. This scope of work assumes one round of peer review and comment. The review will be conducted by California licensed civil engineers.
Deffverable(s):
- Memorandum with third-party technic.al evaluation (electronic copy)
9.3 Sewer and Utility Studies
The City's response to RFP questions notes that all the studies listed in their response will require peer review. The sewer study, utility study, and the water supply assessment prepared for the proposed project will be reviewed for general accuracy and methodology and for CEOA adequacy. This scope of work assumes one round of peer review and comment. The review wil! be conducted by California llcensed civil engineers.
Deliverable(s):
- Memorandum with third-party technical evaluation (electronic copy) 32 CITY OF IRWINDALE I ENVIRONMENTAL ASSESS/v\ENT FOR IRWINDALE GATEWAY PROPOSED INDUSTRIAL DEVELOPMENT II. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.
EXHIBIT "B"
SPECIAL REQUIREMENTS
THERE ARE NO SPECIAL REQUIREMENTS FOR THIS CONTRACT.
EXHIBIT "C"
SCHEDULE OF COMPENSATION/BUDGET
I. Consultant's proposed budget for services related to the EIR is as follows:
stri
As shown in the Budget Summary below, the estimated cost to complete the scope of work for both Option 1 and Option 2 is $409,540. A breakdown of milestones by task are provided in the proposal under "Detailed Scope of Work." Budget Summary
Task
TASK!. PROJECT INITIATION
1.1 Project Kick-off Meeting
1.2 Project Description
1.3 Assembly Biii 52 Tribal Consultation and Support
TASK 2. NOTICE OF PREPARATION AND SCOPING MEETING
2.1 Notice of Preparation
2.2 Scoping Meeting
TASK3. DRAFTE!R
3.1 Administrative Draft EIR
3.2 Screencheck DEIR
3.3 Public Review EIR
TASK 4 FINAL EIR
4.1 Administrative FEIR
4.2 Screencheck FEIR
43 Mitigation Monitoring and Reporting Program
4.4 Findings of Facts and Statement of Overriding Considerations
4.5 Notice of Determination
Cost for
Option 1
$3,029
4,111
3,019
2,938
3,907
91,418
11,638
6,334
15,473
3,631
1,091
4,264
612
TASKS. CITY STAFF COORDINATION MEETINGS, COMMUNITY MEETING, AND PUBLIC HEARINGS
5. City Staff Coordination Meetings, Community Meeting, and Public Hearings
TASK 6. PROJECT MANAGEMENT
6. Project Management
TASK 7 PLACEWORKS TECHNICAL STUDIES
7 .1 Air Quality and Greenhouse Gas Emissions Analyses
7.2 Energy
7 .3 Construction Health Risk Assessment
7.4 Operational Health Risk Assessment
7.5 Cultural and Paleontological Records Search
7 .6 Noise and Vibration Analysis
10,955
18,972
19,166
3,121
7,013
12, 714
1,800
12,689
Additional
Cost for
Option2
$0
3,570
0 0
0 17,422
2,550
2,550
0 0
408
1,428
0 0
0 7,104
1,561
3,585
2,264
0 9,812
Total Cost
$3,029
7,681
3,019
2,938
3,907
108,839
14,188
8,884
15,473
3,631
1,499
5,692
612
10,955
18,972
26,270
4,862
10,598
14,979
1,800
22,501
August 31, 2022 (Update to Cost Proposal Dated August 4, 2022) Budget Summary
Task
TASK 8 TRAFFIC IMPACT ANALYSIS - ITERIS
8.1 Project Management, Project Initiation, Scope Refinement, and Data Collection
8.2 Traffic Analysis
8.3 CEQA Analysis
8.4 Documentation, Response to Comments, and Meetings
TASK 9 TECHNICAL STUDIES- PEER REVIEW
9.1 Phase I Environmental Site Assessment and Geotechnical Study
9.2 Hydrology and Water Quality
9.3 Sewer and Utility Studies
Subtotal
REIMBURSABLE EXPENSES
GRANO TOTAL .
Cost for
Option 1
7,128
29,590
29,590
5,148
8,951
1,897
2,846
$323,044
21,147
$344,190
Additional
Cost for
Optfon2
924
5,676
5,676
319
0 0
0 $64,850
500
$65,350
Total Cost
8,052
35,266
35,266
5,467
8,951
1,897
2,846
$387,893
$21,647
$409,540
August 31, 2022 (Update to Cost Proposal Dated August 4, 2022) .
II. The compensation for the Services shall not exceed the Contract Sum and total compensation for all Services during the Term of this Agreement shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
Ill. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:
a. Line items for all the work performed, the number of hours worked, and the hourly rate.
b. Line items for all materials and equipment properly charged to the Services. c. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
d. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.
IV. The compensation for the Services shall not exceed the Contract Sum and total compensation for all Services during the Term of this Agreement shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE/TIMELINE
I. Consultant shall perform the Services and deliver the tangible work products, in accordance with the schedules below:
II. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the Services but not exceeding one (1) years from the date hereof, Ill. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
EIR SCHEDULE
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DReclamation Authority
DJoint Powers Authority
Date: October 26, 2022
atyo/
IRWINDALE
AGENDA REPORT
To:
From:
Honorable Mayor and Members of the City Council
Julian A. Miranda, City Manager
CC Item 1J
Issue: Request to approve Amendment No. 1 to the Professional Consulting Contract with Environmental Science Associates (ESA) to complete the preparation of an updated Housing Element, Safety Element, and development of an Environmental Justice Element and the appropriate Environmental Review document in compliance with State Law.
City Manager's Recommendation:
1) Approve Amendment No. 1 to the Professional Consulting Contract with Environmental Science Associates (ESA) for a budget augment in the amount of $145,000 to complete the Housing Element, Safety Element, and Environmental Justice Element and environmental document; and
2) Approve Resolution No. 2022-100-3350 entitled, "A Resolution of the City Council of the City of Irwindale, California, Amending the Fiscal Year (FY) 2022-2023 Budget by Appropriating $145,000 for Amendment No. 1 to the Professional Consulting Contract with Environmental Science Associates (ESA) to Complete the Preparation of the Housing Element, Safety Element, and Development of an Environmental Justice Element, and the Appropriate Environmental Review Document" Administrative Action:
Submitted & Prepared by:
Marilyn Simpson, AICP,
Community Development Director
(626) 430-2209
Reviewed by:
Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director I City Treasurer
Approved by:
Julian A. Miranda, City Manager
Background and Analysis:
On June 23, 2021, the City Council approved the Professional Consulting Contract with Environmental Science Associates (ESA) for the preparation of the Housing Element, Safety Element, and new Environmental Justice Element and applicable environmental review. The original contract was for $642,332 (50% paid by the General Fund and 50% paid by the Mining Impact Fund). ESA is requesting a budget augment of $145,000 to complete the document and bring the total contract to $787, 332.
The original scope of work included three virtual workshops and one joint study session with the Planning Commission and City Council. One Joint Planning Commission/City Council study session and three workshops have already been held:
1. Joint Planning Commission/City Council Study Session (in person, held on April 25, 2022); provided an overview of the Housing, Safety and Environmental Justice Elements
2. Workshop #1 (virtual, held on April 7, 2022); provided an overview of the Housing, Safety and Environmental Justice Elements and included an interactive model building exercise
3. Workshop #2 (in-person, held on May 25, 2022), focused on the Housing Element and sites inventory
4. Workshop #3 (in-person, August 9, 2022); focused on safety and environmental justice existing conditions with an interactive model building exercise The budget augment request is for additional work that was requested by the City and to comply with new State regulations. The additional work included the first Joint Study Session, Workshop #2 and two additional City Council meetings to review the sites inventory. Identifying viable sites for the housing sites inventory has taken longer than anticipated and requires additional work by the consultants to complete the analysis and justification of the sites to be included in the Housing Element update, as well as respond to comments from HCD. In addition, the City is required to comply with Senate Bill (SB) 99 as part of the Safety Element update that requires further work by the consultant.
Additional workshops and a Joint Planning Commission/City Council study session are still needed to complete the update, including the following:
1. ADDITIONAL Workshop #4 to provide public review of Housing Element
2. ADDITIONAL Workshop #5 to provide public review of Safety and Environmental Justice Elements
3. ADDITIONAL Joint Planning Commission and City Council Study Session on all elements to provide an opportunity to review the draft before it goes to public hearings
4. ADDITIONAL City departments and local agency stakeholder interview meetings (virtual/phone, as needed to obtain information needed for the Environmental Justice and Safety Elements)
5. Workshop #6 to present the Final Environmental Justice Element 2 A revised Schedule of Performance and Fee Schedule has been included in Amendment No. 1 as Exhibits "A-1" and "B-1" in the Professional Services Agreement with ESA.
Fiscal Impact:
A Budget Amendment to the Fiscal Year 2022/2023 Adopted Budget in the amount of $145,000 (which will be allocated 50% or $72,500 between the General Fund (01-51-510-42300-0000) and Mining Impact Fund (13-51-530-42300-0000)) is needed to appropriate funds for the services rendered.
Attachments:
A - Amendment No. 1 to the Professional Services Agreement with Environmental Science Associates
B - Resolution No. 2022-100-3350
ATTACHMENT "A"
CITY OF IRWINDALE CITY COUNCIL AMENDMENT NO. 1 TO AGREEMENT FOR
CONTRACT SERVICES BETWEEN THE CITY OF IRWINDALE AND
ENVIRONMENT AL SCIENCE ASSOCIATES (ESA)
THIS AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT(herein "Amendment No. 1 ") is made and entered into this 261h day of October 2022, by and between the City of Irwindale, a California municipal corporation ("City"), and Environmental Science Associates (ESA), a California corporation ("Consultant" or "ESA"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties".
WHEREAS, pursuant to the City of lrwindale's Municipal Code, City has authority to enter into and execute this Amendment No. 1; and
WHEREAS, on or about June 23, 2021, the City and Consultant entered into that certain Contract Services Agreement ("Agreement"), not to exceed SIX HUNDRED AND
FORTY TWO THOUSAND THREE HUNDRED AND THIRTY TWO DOLLARS ($642,332.00), for the preparation of a Housing Element Update, Safety Element Update, and new Environmental Justice Element and applicable environmental review document; WHEREAS, the City and the Consultant wish to amend the Agreement to increase the Contract Sum by ONE HUNDRED FORTY FIVE THOUSAND ($145,000) for the completion of the Housing, Safety, Environmental Justice Elements and environmental review document; bringing the final contract total to $787 ,332.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Scope of Services attached as Exhibit "A-1" to the Agreement shall be amended to add the additional services described in Exhibit "A-1" attached hereto.
2. Section 2.1 of the Agreement entitled "Contract Sum" shall be amended in its entirety to add an additional $145,000 to the Contract Sum for the preparation and completion of the Housing, Safety, Environmental Justice Elements, and environmental review document to read as follows:
"2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" identified as Exhibit "B-1" for $145,00 and incorporated herein by this reference, but not exceeding SEVEN HUNDRED AND EIGHTY SEVEN THOUSAND THREE HUNDRED AND THIRTY TWO DOLLARS ($787,332.00) in accordance with the requirements under this Agreement."
3. Section 3.4 of the Agreement entitled "Term" shall be amended in its entirety to read as follows:
"3.4 Term. Unless earlier terminated in accordance with Article 7, "Enforcement of Agreement and Termination" of the contract, this Agreement shall continue in full force and effect until terminated but not to exceed June 30, 2023.
4. Full Force and Effect. Except as expressly modified herein, all other provisions of the Agreement shall remain unmodified and in full force and effect.
5. Corporate Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.
7. Corporate Authority. The person executing this Amendment on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
- 2 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
ATTEST:
Laura M. Nieto, MMC, Chief Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
CITY:
CITY OF IRWINDALE, a municipal
corporation
Larry G. Burrola, Mayor
CONSULTANT:
ENVIRONMENTAL SCIENCE
ASSOCIATES (ESA), a California
corporation
By: _____________ _
Name:
Title:
Ruta K. Thomas
Senior Vice
/Southern CA
Director
President
Regional
By: ____________ _
Name:
Title:
Address:
Monica Strauss
Vice President
770 Paseo Camarillo# 310
Camarillo, CA 9301 O
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, - 3 -
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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EXHIBIT "A-1"
AMENDMENT NO. 1 SCOPE OF SERVICES
1.5 Task D: Community Engagement
The total hours in our original work scope that ESA had allocated to public outreach and engagement efforts have almost all been expended as a result of having coordinated and/or completed successful outreach efforts to date (i.e. one community workshop, a City Council and Planning Commission joint-study session, and a housing element workshop presented and attended by BAE) as well as translating workshop materials into Spanish. ESA's original scope of work described that if it were to become clear that the City would require assistance in excess of the allocated hours, ESA would revise our scope and fee, following an agreement, which is the intent of this task modification request.
1. Workshops & Stakeholder Meetings
The approved scope of work for the project included three virtual workshops and one joint study session with the Planning Commission and City Council. This amendment now includes the following series of workshops, meetings and study sessions in response to City staff's request, for a total of 2 additional workshops, one additional meeting with City Council, and one additional joint study session, as indicated below:
1. Workshop #1 (virtual, held on April 7, 2022); provided an overview of the Housing, Safety and Environmental Justice Elements and included an interactive model building exercise
2. Joint Planning Commission/City Council Study Session (in person, held on April 25, 2022); provided an overview of the Housing, Safety and Environmental Justice Elements
3. Workshop #2 (in-person, held on May 25, 2022), focused on the Housing Element and sites inventory
4. ADDITIONAL City Council Meetings (in-person, held on May 26, 2022 and virtual meeting held on June 22, 2022), focused on sites inventory
5. Workshop #3 (in-person, August 9, 2022); will focus on safety and environmental justice existing conditions
6. ADDITIONAL Workshop #4 (in-person); will provide public review of Housing Element
7. ADDITIONAL Workshop #5 (in person); will provide public review of Safety and Environmental Justice Elements
8. ADDITIONAL Joint Planning Commission and City Council Study Session on all elements (in person); will provide an opportunity to review the draft before it goes to public hearings
9. ADDITIONAL City departments and local agency stakeholder interview meetings (virtual/phone, as needed to obtain information needed for the Environmental Justice and Safety Elements)
10. Workshop #6 (in person, TBD); will present the Final EJ Element In addition, ESA assisted with the preparation of translated community surveys and community workshop materials, including translating employee and resident surveys in Spanish, designing and preparing community workshop flyer, translating a community workshop flyer, and - 5 -
preparation of a bilingual presentation and script for the first workshop, which were not anticipated in our original scope of work.
The remaining workshops and meetings will be attended in person by either ESA, Place It!, and/or BAE staff, accordingly and will include necessary assistance in translating presentation and workshop materials. In addition, stakeholder interviews will be conducted with a list of ESAidentified stakeholders such as CAL FIRE and city departments to obtain information needed for the Environmental Justice and Safety Elements. Given this, ESA is respectfully requesting additional budget to complete the additional housing element and safety and environmental justice element workshops and meetings listed above. The total requested budget listed in the table below includes reimbursable expenses for necessary travel and lodging to attend workshops in person.
ESA requests $32,600 in additional budget to coordinate and prepare the necessary materials for additional workshops and conducting stakeholder interview meetings with the necessary city departments and local agencies. BAE requests an additional budget of $13,984 for the additional services listed above. The total effort for this task is $46,584. 1 Task D Deliverable(s):
• One additional City Council Meeting to review housing sites inventory (completed) • Two additional in-person community workshops for General Plan Update (one for Housing Element and one for Safety and Environmental Justice) • Generation of presentations and necessary maps
• Translating necessary bilingual materials for community workshops • One additional in-person Joint Planning Commission and City Council Informational Workshop
• Additional stakeholder interview meetings with city departments and local agencies Task E: Preparation of Draft Housing Element
1. Housing Sites Inventory
Identifying viable sites for inclusion in the County's housing sites inventory is taking longer than anticipated and many issues are still unresolved. ESA is requesting additional hours for BAE and ESA to work with staff to solidify the initial list of sites and complete a draft analysis and justification of the initial sites for inclusion in the Housing Element Update that is circulated for public review. We understand that the initial list of sites will be subject to change based on the City's consultation with City representatives and property owners (and subsequently based on This total does not include ESA's or BAE's contingency fee or reimbursable expenses for ESA and BAE to travel to in-person meetings or workshops.
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input from the public, the Planning Commission, and the City Council). ESA will update housing site maps and associated GIS files, accordingly.
2. Respond to HCD Comments
ESA expects the need for BAE to update the analysis and justification several times based on input and direction, including comments from HCD.
ESA requests $2,880 in additional budget to prepare and make updates to necessary housing site maps and associated GIS files and BAE requests an additional budget of $14,720 forthe additional services listed above. The total effort for this task is $17,600. 2 Task E Deliverable(s):
• Updated Housing Sites Inventory list to be included in the draft Housing Element Update Document for public and HCD review
• Revised draft and final housing sites inventory and housing inventory analysis and justification
• Updated maps and associated GIS files
• Electronic version of the final Housing Sites Inventory for delivery to HCD concurrent with the adopted Housing Element
Task J: Project Management
The original contract executed on June 23, 2021, had provided meetings, management, and coordination scope and budget for bi-weekly meetings and as needed coordination for 52 weeks, or one year under Task D, Community Engagement. In order to sufficiently support the additional efforts described in this proposal and those remaining from the original project scope, ESA and BAE will require time for project management tasks to be budgeted under a new "Task J" for project management. Given that the updated project schedule will go into June of 2023, or approximately eleven months past what we had originally scoped for, we will need this task in order for ESA and BAE to attend the additional 20 bi-weekly meetings as well as perform management and coordination tasks for the project. Going forward, we will ensure that only strategic staff members attend the bi-weekly conference calls and will limit attendance to no more than two (2) ESA staff.
ESA currently does not have any budget for this task and is requesting additional budget for a new task as the remaining budget in Task D, Community Engagement is not sufficient for project management and coordination of the Project through June 2023. It is unknown at this time the duration of the Project as there are several factors affecting the schedule. As such, ESA requests 2 This total does not include ESA's or BAE's contingency fee. - 7 -
an additional budget for services for an additional 40 weeks, or through June 2023, at which point the need for additional project management and coordination time would be reassessed.
ESA requests $42,200 in additional budget and BAE requests an additional budget of $7,360 for the additional services listed above. The total effort for this task is $49,S60.3 Task! Deliverable(s):
• Attendance at additional 30 bi-weekly meetings/conference calls with City staff and the project team
• Invoices, quality assurance, client correspondence, and budget and schedule management • BAE to attend additional 30 bi-weekly meetings/conference calls with the City staff and the project team
Task K: Senate Bill (SB) 99 Analysis
The City is required to comply with Senate Bill (SB) 99 as the Safety Element is currently being updated as part of the General Plan Update. SB 99 requires review and update of the safety element to include information identifying residential developments in hazard areas that do not have at least two emergency evacuation routes. ESA will require time for SB 99 tasks to be budgeted under a new "Task K" for the SB Analysis. ESA will prepare an emergency evacuation route analysis in compliance with SB 99, which will include a series of maps identifying parcels with only one emergency access route in the City or "Study Area." An ESA Geospatial & Technology Services Analyst will prepare necessary maps of residential developments and access to evacuation routes. Maps will be based on the Study Area, which does not exceed the City of Irwindale boundary and will be created using the latest property/parcel boundary (i.e. APN) and road network information available.
Task K Deliverable(s):
• SB 99 analysis to be drafted and included in the second administrative draft of the Safety Element within the Emergency and Preparedness section
• Maps identifying residential developments in hazard areas that do not have at least two emergency evacuation routes
ESA currently does not have any budget for this task and is requesting additional budget for a new task. ESA requests $5,035 total in additional budget for the additional services listed above.
This total does not include ESA's or BAE's contingency fee. - 8 -
EXHIBIT "B-1"
SCHEDULE OF COMPENSATION/BUDGET
Fee Proposal
All costs will be billed on a time and materials basis for a total not-to-exceed amount of$144,579 (which includes ESA's 15% contingency and BAE's 10% contingency fee and reimbursable expenses for ESA and BAE). All costs will be based on actual hours and expenses incurred.
The following table provides a summary of the additional cost modifications for ESA and BAE separately and combined, and the total amendment budget.
ll?asRName ~meni:lm iA:men'i:lme ~eni:lment
entNo. !l ntNo.1 No. l
ES'~ Bn •S~tl+Bn
Task D - Community - - - Engagement
D.6 Sites Workshop (5-25-22) $3,000 $4,416 $7,416
D.7 City Council Meeting (5-26- - $3,680 $3,680 22)
D.8 Virtual City Council - $1,472 $1,472 Meeting (6-22-22) D.9 Additional Community $29,600 $4,416
Workshops & Stakeholder $34,016
Meetings
Task E - Preparation of Draft $2,880 $14,720 $17,600 Housing Element (BAE) Task J - Project Management $42,200 $7,360 $49,560
Task K - SB 99 Analysis $5,035 - $5,035
Non-Labor Expenses $7,579 $2,208 $9,787
Subconsultant 10% Contingency - $3,606 $3,606
ESA 15% Contingency $12,407 - $12,407
TOTAL $95,122 $41,878 $144,579
ESA reserves the right to transfer fees among line items, as budget flexibility is needed to respond to shifts in effort that invariably occur due to unexpected circumstances. Should the need arise for additional professional services beyond those set forth in the scope of services due to changes in the process or the regulatory environment, ESA will request written authorization to proceed prior to the initiation of the additional services.
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ATTACHMENT "B"
RESOLUTION NO. 2022-100-3350
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF IRWINDALE, CALIFORNIA, AMENDING THE FISCAL YEAR (FY) 2022/2023 BUDGET BY APPROPRIATING $145,000 FOR AMENDMENT NO. 1 TO THE PROFESSIONAL
CONSULTING CONTRACT WITH ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) TO COMPLETE THE PREPARATION OF THE HOUSING ELEMENT,
SAFETY ELEMENT, AND DEVELOPMENT OF AN ENVIRONMENTAL JUSTICE
ELEMENT, AND THE APPROPRIATE ENVIRONMENTAL REVIEW DOCUMENT WHEREAS, the Housing Element of the General Plan is one of seven elements mandated by State law. The Housing Element is subject to detailed statutory requirements and requires review and certification by the State Department of Housing and Community Development (HCD); and
WHEREAS, the City is in need of professional and technical expertise to prepare the comprehensive update to the Housing Element of the General Plan in a timely manner and completed a Request for Proposals process in order to evaluate to solicit and evaluate firms to provide these services; and WHEREAS, on June 23, 2021, the City Council approved a Professional Consulting Contract with Environmental Science Associates (ESA) for the preparation of an updated Housing Element, Safety Element, and Development of an Environmental Justice Element and the Appropriate Environmental Review Document in the amount of $642,332; and
WHEREAS, additional work is needed to complete preparation of the documents, including workshops, meetings, and a second study session, as requested by the City and to comply with new State legislation (SB 99); and WHEREAS, on October 6, 2022, ESA requested a budget augment of $144,579 to complete the Housing, Safety, and Environmental Justice Elements, and Environmental Review document; and
WHEREAS, an additional budget amendment and appropriation of $145,000, 50% or $72,500 from the General Fund and 50% or $72,500 from the Mining Impact Fund is required to pay for ESA to complete the preparation of the Housing, Safety, and Environmental Justice Elements and Environmental Review document.
NOW, THEREFORE, the City Council of the City of Irwindale, California, resolves, determines and orders as follows:
Section 1. The Fiscal Year (FY) 2022-2023 Budget is hereby amended and an amount of $145,000 is hereby approved for the appropriation of funds to pay for the completion of the Housing Element, Safety Element, Environmental Element, and Environmental Review document.
Resolution No. 2022-100-3350
Section 2. The Chief Deputy City Clerk shall attest to the adoption of this resolution, which shall, in turn, have immediate effect.
PASSED, APPROVED AND ADOPTED this 25th day of October 2022.
ATTEST:
Laura M. Nieto, MMC
Chief Deputy City Clerk
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES } ss.
CITY OF IRWINDALE }
Larry G. Burrola, Mayor
I, Laura M. Nieto, Chief Deputy City Clerk of the City of Irwindale, do hereby certify that the foregoing Resolution No. 2022-100-3350 was duly adopted by the City Council of the City of Irwindale, at a regular meeting held on the 25th day of October 2022, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
Laura M. Nieto, MMC
Chief Deputy City Clerk
Resolution No. 2022-100-3350
ll\ICity Council
DSuccessor Agency
D Housing Authority
D Reclamation Authority
DJoint Powers Authority
Date: October 26, 2022
Cify(y
IRWINDALE
AGENDA REPORT
To:
From:
Honorable Mayor and Members of the City Council
Julian A Miranda, City Manager
CC Item 1K
Issue: Request to Approve a Project Reimbursement Agreement between the City and KP Irwindale Owning, LLC ("Applicant") for CEQA and City Attorney costs associated with the proposed industrial and optional battery energy storage system development to be located at 13620 Live Oak Lane (APNs:
8532-002-035 and -042)
City Manager's Recommendation:
That the City Council approve the attached Project Reimbursement Agreement with KP' Irwindale Owning, LLC for the reimbursement of costs associated with processing and:
negotiating permits, entitlements and proposed conditions of approval of the Project, t including all CEQA work conducted and all necessary CEQA documents prepared by the 1 CEQA consultant selected by the City as Lead Agency and costs incurred by the City's' Attorney's office.
Administrative Action:
Submitted by:
Marilyn Simpson, AICP, Community Development
Director
(626) 430-2209 ~~ ~ ¥ ~
Prepared by:
Brandi Jones, Senior Planner
Reviewed by:
Adrian R. Guerra, City Attorney Electronically Approved Kambiz Borhani, Finance Director I City Treasurer -----"~_,,_~·-<---·--=---~-· '_ Approved by:
Julian A Miranda, City Manager
BACKGROUND
KP Irwindale Owner, LLC the Applicant, submitted a request for the construction of three (3) speculative industrial buildings totaling ±991,090 square with associated standard vehicle and trailer parking and an optional battery energy storage system for property located at 13620 Live Oak Lane (APNs: 8532-002-035 and -042), in the M-2 (Heavy Manufacturing) zone. (Project). The applications include requests for a General Plan Amendment (Map), Zone Change, Site Plan and Design Review (DA), Tentative Parcel Map and the environmental analysis, which is required under the California Environmental Quality Act (CEQA) for land use entitlements.
Staff is proposing the retention of Placeworks, Inc. as a consultant to perform the environmental services for the proposed project. The contract with Placeworks, Inc. for these services is being considered separately by the City Council and will be funded through the subject Project Reimbursement Agreement, which is attached for consideration. Further, the subject Project Reimbursement Agreement will reimburse the City for any other fees incurred from other consultants and attorneys as the City may require to process and negotiate permits, entitlements and proposed conditions of approval of the proposed project.
FISCAL IMPACT
The City's General Fund will not be impacted. The Applicant will provide a deposit of $571,211.20 as an initial deposit to cover the estimated cost for this consultant's work.
The deposit amount represents the $409,540.00 contract service agreement plus the required 28% administrative fee of $114,671.20, $27,000 for additional contract planning services and $20,000 for legal review. Additional supplemental deposits are included to cover the cost for this consultant's work as well as for any work by other consultants and attorneys retained for the proposed project.
ATTACHMENTS
A. Project Reimbursement Agreement with PlaceWorks, Inc.
Page2
ATTACHMENT "A"
PROJECT REIMBURSEMENT AGREEMENT
THIS PROJECT REIMBURSEMENT AGREEMENT (this "Agreement") is made as of October 26, 2022, by and between the City of Irwindale, a California municipal corporation ("City"), and KP Irwindale Owner, LLC, a Delaware Limited Liability Company ("Developer").
RECITALS
A. Developer has submitted to City an application to develop three (3) speculative concrete tilt-up light industrial buildings at 13620 Live Oak Lane, in the City of Irwindale, California ("Project") ;
C. Pursuant to California Environmental Quality Act ("CEQA"), the Project must be reviewed by City for potential additional environmental impacts.
Environmental analysis is required under CEQA for land use entitlements. An Initial Study will be prepared, as part of the preparation of an Environmental Impact Report ("EIR"), for the Project. City will retain the services of outside consultants due to the nature and scope of the Project.
D. City and Developer agreed to enter into this Agreement to provide for the reimbursement of City by Developer for certain expenses to be incurred by City in undertaking the review of the Project pursuant to CEQA and preparation of the appropriate agreements to undertake the Project.
E. City and Developer desire to enter into this Agreement for the purpose of establishing the rights and responsibilities of each party with respect to the processing of Developer's application for the Project, the preparation of the EIR for the Project and the reimbursement of the costs associated therewith.
NOW, THEREFORE, in consideration of performance by the parties of the promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Application Processing.
City shall diligently process Developer's application for the Project in compliance with applicable laws, and shall cause to be prepared an EIR for the Project in compliance with the CEQA (California Public Resources Code Section 21000 et seq.) and regulations promulgated pursuant thereto. Developer acknowledges that this Agreement does not constitute a commitment by City to take any particular action either in favor of or against the merits of Developer's application.
2. Payment.
A. Developer agrees to reimburse City in full for all costs and expenses incurred by City (a) pursuant to the agreement for contract services (the "Consultant Agreement") between City and Placeworks, Inc. ("CEQA Consultant"), the consultant selected by City to prepare the environmental documents necessary for the Project; and (b) pursuant to any contract (collectively, the "Contracts") between City and other consultants and attorneys (collectively, the "Additional Consultants") as City may require to process and negotiate permits, entitlements and proposed conditions of approval of the Project, (collectively, the "Expenses").
B. Within five (5) days of the City's approval of this Agreement, Developer shall pay to City a lump sum deposit in the amount of FIVE HUNDRED AND
SEVENTY ONE AND TWO HUNDRED AND ELEVEN DOLLARS AND TWENTY CENTS ($571,211.20) ("Initial Deposit"), which deposit represents City's best estimate of Developer's ultimate obligation hereunder with respect to the Expenses.
C. If City subsequently determines that the Initial Deposit is insufficient, which determination shall be based on the actual Expenses incurred by the City hereunder, then upon receipt of twenty (20) days written notice from City, Developer shall pay City a lump sum deposit in the amount reasonably estimated by City to be sufficient to cover the excess (each a "Supplemental Deposit"). If Developer does not pay the Initial Deposit per Section 2.B above or any Supplemental Deposit when required under this Section 2.C. to City, work on the EIR shall be suspended until the applicable Initial or Supplemental Deposit is made to City.
D. City shall provide Developer with a monthly accounting of City's use of the Deposits to pay Expenses within a reasonable lime after the end of each calendar month during the term of this Agreement.
E. City shall promptly refund to Developer any amount of Developer's Deposits that remain unexpended at the end of the Project as well as provide Developer with a final monthly accounting of City's use of the Deposits. For purposes of this paragraph, "the end of the Project" means the time at which: (i) City's contractual liabilities to the CEQA Consultant under the Consultant Agreement and the Additional Consultants under the Contracts have been satisfied; and (ii) the earliest to occur of (a) City has rendered a final decision on the Project or (b) Developer has abandoned the Project pursuant to Section 3 below. As of the date of any termination of this Agreement, such termination shall also terminate any further funding or other obligations hereunder; except that Developer shall remain obligated to reimburse City for City's Expenses incurred prior to the date of termination of this Agreement.
F. Notwithstanding any provision herein to the contrary, the parties agree - 2 -
that the City's obligations to make payments to the CEQA Consultant pursuant to the Consultant Agreement and to the Additional Consultants pursuant to any Contracts shall be independent of and governed solely by the provisions of the Consultant Agreement and Contracts, as applicable. City shall make any payments to the CEQA Consultant when provided by the Consultant Agreement and to the Additional Consultants pursuant to the Contracts irrespective of any dispute arising hereunder.
3. Abandonment of Project. This Agreement does not constitute a commitment by Developer to proceed with the Project and Developer may choose to not proceed with the Project at any time for any or no reason whatsoever. If Developer should abandon the Project prior to a final decision on its application by City, then Developer may give written notice of such abandonment to City and City shall immediately suspend preparation of the EIR and all other aspects of the environmental review for the Project.
4. Conflicts of Interest.
A. During the existence of City's contract with the CEQA Consultant, and for a period of one (1) year after final resolution of Developer's application for the Project, neither Developer, nor any of its representatives, agents or other persons acting in concert with Developer, shall enter into any financial relationship with the CEQA Consultant or with any City official or employee. Nor, during such period, shall Developer propose to enter into any future relationship with the CEQA Consultant or with any City official or employee.
B. Developer makes the following warranties for the 12 month period preceding the submission of its application for the Project. Developer warrants that it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, the CEQA Consultant or any of the CEQA Consultant's agents or employees. Developer further warrants that it has not entered into any arrangement to pay financial consideration to, and has not made any payment to, any City official, agent or employee that would create a legally cognizable conflict of interest as defined in the Political Reform Act (California Government Code Sections 87100 et seq.).
C. The parties acknowledge and agree that processing of Developer's application for the Project is not contingent on the hiring of any specific contractor.
D. The parties acknowledge and agree that Developer's duty to reimburse City is not contingent upon City's approval or disapproval of the Project or upon the result of any action of the City but that it is contingent on City's compliance with the terms and conditions of this Agreement.
E. Neither Developer nor its officers, employees or agents shall communicate with the CEQA Consultant or any Additional Consultant during the term of this Agreement, unless specifically authorized or requested to do so in writing by - 3 -
City.
5. Approval of Consultant Contract and Contracts. City shall promptly provide copies of (a) the proposed Consultant Contract; (b) any and all proposed Contracts; and (c) proposed amendments and supplements to the Consultant Contract and Contracts that would have the effect of revising the schedule or scope of work for such CEQA Consultant or Additional Consultant, prior to the execution thereof by City. Developer shall have a reasonable time thereafter within which to review and provide comments to and consult with City on such proposed Consultant Contract and Contracts and amendments and supplements thereto, but shall have no right to prevent their execution; provided, however, that Developer shall not be obligated to pay Expenses based upon a change in scope or schedule of any of them unless Developer has reviewed and approved such Consultant Contract or Contract or change thereto. Notwithstanding anything in this Agreement to the contrary, City may not revise, supplement or amend the scope of work proposed to be undertaken by the Environmental Consultant pursuant to the Consultant Contract without obtaining Developer's prior consent. Upon the execution of (i) the Consultant Contract and any amendments thereto by Environmental Consultant and City; and (ii) any Contracts and any amendments thereto by Additional Consultants and City; Developer's obligations with respect to such executed Consultant Contract and Contracts (each as amended) will be governed by the terms and conditions of this Agreement.
6. Notices. Any notices, bills, invoices or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party's regular business hours or by facsimile before or during receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
City:
City of Irwindale
Attention: Chief Deputy City Clerk
5050 N. Irwindale Avenue
Irwindale, CA 91706
Developer:
KP Irwindale Owner, LLC
Attn: Jeff Dritley, President
11150 Santa Monica Blvd., Suite 300
Los Angeles, CA 90025
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7. Litigation. In the event that either party shall commence any legal action or proceeding to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees. The venue for any litigation shall be Los Angeles County. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the drafting party. This Agreement shall be governed by and interpreted under the laws of the State of California.
8. Hold Harmless. Developer shall defend, indemnify and hold harmless the City, its elected and appointed officers and employees (collectively, the "Indemnified Parties"), from and against any claims, suits, actions or proceedings, judicial or administrative, for writs, orders, injunction or other relief, damages, liability, cost and expense (including, without limitation, reasonable attorneys' fees) (collectively, "Claims") arising out of a default by Developer of its obligations under this Agreement and the preparation by the City of the EIR for the Project; provided, however, that the foregoing covenant to defend, indemnify and hold harmless the Indemnified Parties from and against any Claims shall not apply to any Claims (a) arising from the sole negligence, or fraud or intentional misconduct, of any Indemnified Party; or (b) covered by insurance.
9. Entire Agreement. This Agreement represents the entire and integrated agreement between City and Developer as to the subject matter contained herein. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties, which writing expressly refers to this Agreement.
1 o. Time of the Essence. Time is of the essence of each and every provision of this Agreement.
11. Counterparts. This Agreement may be executed in two or more fully or partially executed counterparts, each of which will be deemed an original binding the signer thereof against the other signing parties, but all counterparts together will constitute one and the same instrument.
12. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement, or affecting the validity or enforceability of any of the terms or provisions of thisAgreement.
13. Further Assurances. Each party, at the request of the other, shall execute, acknowledge or have notarized (if appropriate) and deliver in a timely manner such additional documents, and do such other additional acts, also in a - 5 -
timely manner, as may be reasonably required in order to accomplish the intent and purposes of this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
ATTEST:
Laura M. Nieto, MMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian R. Guerra, City Attorney
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CITY OF IRWINDALE, a municipal
corporation
Larry G. Burrola, Mayor
"DEVELOPER":
KP Irwindale Owner, LLC, a California
corporation
By: ____________ _
Name: Jeff Dritley
Title: President
Address: 11150 Santa Monica
Blvd., Suite 300
Los Angeles, CA 90025
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By: ____________ _
Name: Steven Hillgren
Title: Vice President
Address: 11150 Santa Monica
Blvd., Suite 300
Los Angeles, CA 90025
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to \vhich this certificate is attached, and not the truthfulness, accuracy or validity of that docun1ent.
STATE OF CALIFORNIA
COUNTY OF
On before me, , Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT 0 INDIVIDUAL
0 CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
0 PARTNER(S) 0 LIMITED
0 GENERAL NUMBER OF PAGES
0 ATTORNEY-IN-FACT
0 TRUSTEE(S)
0 GUARDIAN/CONSERVATOR
0 DATE OF DOCUMENT
OTHER
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-- SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
--
--
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to \Vhich this certificate is attached, and not the truthfulness, accuracy or validity of that docun1ent.
STATE OF CALIFORNIA
COUNTY OF
On before me, , Notary Public, personally appeared who
proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
D INDIVIDUAL
D CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
D PARTNER(S) D LIMITED
D GENERAL NUMBER OF PAGES
D ATIORNEY-IN-FACT
D TRUSTEE(S)
D GUARDIAN/CONSERVATOR
D DATE OF DOCUMENT
OTHER
-
-- SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
--
--
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