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HomeMy WebLinkAboutContracts & Agreements_96A-2023EA-7.2 (12.8.21) AGREEMENT FOR THE PROVISION OF PROFESSIONAL ENVIRONMENTAL CONSULTING SERVICES FOR A PRIVATE PROJECT This agreement for the ("provision of professional environmental consulting services ("Agreement") is made and entered into this 12th day of June 2023 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Environment Planning Development Solutions, Inc. ("Consultant"), who are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE 1— ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide professional environmental consulting services for City (the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A," titled "Scope of Services, Project Costs and Hourly Rates," including a project schedule, which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Brian Desatnik, City's Development Services Director, and his designees, as City's representatives with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in accordance with the project schedule. The Services shall commence on the Effective Date of this Agreement and be completed on or before June 30, 2024. 1 I:\cmo\Agreements\LuxViewll Environment Agmt FY22-0178.doc jm EA-7.2 (12.8.21) 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City Council adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount seventy-two thousand one hundred forty-five dollars ($72,145). City shall pay Consultant on a time and materials basis, up to the not to exceed amount, in accordance with Exhibit "A," titled "Scope of Services, Project Costs and Hourly Rates," which is attached hereto and incorporated herein by this reference. 5.2 Consultant shall submit an invoice to City describing the Services performed, the dates the Services were performed, and the number of hours spent and by whom, upon completion of the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class certified, registered or express mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: City:, Brian Desatnik, Director Development Service Department Solutions, Inc. 35 Cajon Street, Ste. 20 P.O. Box 3005 (mailing) Redlands, CA 92373 bdesatnik@cityofredlands.org (909) 798-7555 Consultant: Jeremy Krout, President/CEO Environment Planning Development 2 Park Plaza, Suite 1120 Irvine, CA 92614 jeremy@epdsolutions.com (949) 794-1181 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies I:\cmo\Agreements\LuxViewll Environment Agmt FY22-0178.doc jm 2 EA-7.2 (12.8.21) shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit `B" titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. D. Professional Liability Insurance, the Consultant shall obtain and maintain throughout the life of the Agreement Professional Liability Insurance in an amount of $1,000,000 per claims made and $2,000,000 aggregate with an insurance carrier accepted to the City. E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor. 6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or 3 I:\cmo\Agreements\LuxViewIl Environment Agmt FY22-0178.doc jm EA-7.2 (12.8.21) degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. 8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to 4 I:\cmo\Agreements\LuxViewll Environment Agmt FY22-0178.doc-jm EA-7.2 (12.8.21) perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. 5 I:\cmo\Agreements\LuxViewll Environment Agmt FY22-0178.doc-jm EA-7.2 (12.8.21) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS Charles M. Duggan, Jr., City Manager ATTEST: 1e Donaldson, City Clerk \cmo\Agreements\LuxViewl Environment Agmt FY22-0178.doc jm 6 L ENVIROMENT PLANNING DEVELOP ► NT SOLUTIONS, INC. Jere out, Presi . nt/CEO EA-7.2 (12.8.21) EXHIBIT "A" SCOPE OF SERVICES, PROJECT COSTS AND HOURLY RATES "See Attached Proposal" % I:\cmo\Agreements\LuxViewlI Environment Agmt FY22-0178.doc-jm Proposal to Provide CEQA Documentation and Supporting Technical Studies for the Luxview Project The Luxview Project City of Redlands Submitted by: Environment Planning Development Solutions, Inc. 3333 Michelson Drive, Suite 500 Irvine, Calif. 9261 2 Proposal #23-023 Contact: Konnie Dobreva konnie©epdsolutions.com / (949) 794-1 183 August 26, 2022 Revised April 25, 2023 ENVIRONMENT I PLANNING I DEVELOPMENT SOLUTIONS, INC. Submitted via email. April 25, 2023 Sean Reilly City of Redlands 35 Cajon St Suite 20 Redlands, Ca 92373 sreilly@cityofredlands.org Re: Proposal for an Addendum and Related Technical Studies for the Luxview Project Dear Mr. Reilly: Thank you for inviting us to submit this proposal for California Environmental Quality Act (CEQA) analysis and supporting technical studies for the multi -family development in the City of Redlands. We understand that the project consists of the modification to the previously approved site plan, which allowed for development of 328 dwelling units and was approved in 2019. The previously approved project is currently under construction. The proposed project would involve modifying the previous site plan to add 164 units to the previously approved project site via a 50% density bonus. The 164 units and associated improvements would be constructed within a 3.3-acre site. In addition, the project would provide 15% very low-income units that would be spread throughout the site. Three requested incentives include an increase in height from 3 to 4 stories, decreased setbacks, and a reduction in development impact fees. The project site is located within the East Valley Corridor Specific Plan. The proposed project site has a General Plan land use designation of Medium Density Residential and zoning designation of Multiple Family Residential-2500 District (EV2500RM). The following is our proposed scope of work and fee for the project. We look forward to working with you and discussing this exciting opportunity with you further. Please contact me at (949) 794-1183 or konnie@epdsolutions.com with any questions on this proposal or our expertise. Respectfully submitted, EPD Solutions, Inc. K 1DbileAm, Konnie 9breva, JD Vice President of Environmental Planning To begin work, EPD requires your signed authorization below, which authorizes the attached scope of work pursuant to the attached Provisions of Agreement. Agreed to by: Signature Date Printed Name and Title Urban Planning ■ Due Diligence ■ Entitlements ■ CEQA/NEPA • Development Services ■ Management ■ Public Outreach 3333 Michelson Drive, Suite 500 ■ Irvine, Calif. 92614 949.794.1 180 ■ info@epdsolutions.com TABLE OF CONTENTS A. Project Overview 3 SITE BACKGROUND & PROPOSED DEVELOPMENT 3 B. Project Team 3 EPD TEAM 4 SUBCONSULTANT TEAM 5 C. Scope of Services 7 Task 1 Project Initiation, Preparation of Project Description, & Tribal Notifications 7 Task 2 Review of Existing Technical Studies and Preparation of Additional Technical Studies 8 Task 3 Draft Addendum & Exemption Justification 9 Task 4 Meetings, Conference Calls, and Other Communications 10 Task 5 Notice of Determination Error! Bookmark not defined. Task 6 CEQA Project Management/Coordination 10 D. Project Schedule 11 E. Project Budget 13 Luxview Project 2 City of Redlands A. Project Overview SITE BACKGROUND & PROPOSED DEVELOPMENT The project consists of the modification to the previously approved site plan, which allowed for development of 328 dwelling units and was approved in 2019. The previously approved project is currently under construction. The proposed project would involve modifying the site plan to add 164 units to the previously approved project site via a 50% density bonus. The 164 units and associated improvements would be constructed within a 3.3-acre site. In addition, the project would provide 15% very low-income units that would be spread throughout the site. Three requested incentives include an increase in height from 3 to 4 stories, decreased setbacks, and a reduction in development impact fees. The project site is located within the East Valley Corridor Specific Plan. The proposed project site has a General Plan land use designation of Medium Density Residential and zoning designation of Multiple Family Residential-2500 District (EV2500RM). An Initial Study/Mitigated Negative Declaration (IS/MND) was prepared for the previous project, analyzing the development of the project site with 328 units, and was adopted on October 15, 2019 ("approved IS/MND"). In addition, the Project is consistent with the East Valley Corridor Specific Plan zoning for the site. An Environmental Impact Report for the East Valley Corridor Specific Plan was prepared and approved in October 1988. Furthermore, the Project would be consistent with the General Plan land use designation for the site. An Environmental Impact Report was prepared for the Redlands General Plan, which the City certified in 2017. CEQA UNDERSTANDING The proposed Project (construction of 164 multi -family dwelling units) would be developed within a 3.3-acre site and would be consistent with the existing zoning (Multiple Family Residential-2500 District (EV2500RM) and General Plan designation (Medium Density Residential) with approval of the density bonus. Based on EPD's review of the proposed Project, it appears to be categorically exempt pursuant to following State CEQA Guidelines sections: §15332. In -Fill Development Projects Class 32 consists of projects characterized as in -fill development meeting the conditions described in this section. (a) The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. (b) The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. (c) The project site has no value as habitat for endangered, rare or threatened species. (d) Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. (e) The site can be adequately served by all required utilities and public services We anticipate that the proposed project would qualify for a Class 32 Exemption because the project's area of ground disturbance is a less than 5-acres and because of the infill nature of the project. We will prepare a Class 32 exemption justification to specifically analyze the project's potential to trigger an impact related to traffic, noise, air quality, or water quality as required by Section 15332. In addition, the proposed project is anticipated to implement the conditions of approval of the approved IS.MND, including the Migratory Bird Luxview Project 3 City of Redlands Treaty Act (MBTA) requirements for pre -construction nesting bird surveys. In the event that significant impacts would occur or that project -specific mitigation measures are necessary, EPD will notify the City immediately. This following scope of work provides costs for an exemption scenario. B. Project Team EPD Team The following key staff members lead the EPD Project Management Team. The City's primary day-to-day contact and CEQA Project Manager would be Konnie Dobreva. Qualifications and resume summaries for these and other staff are provided below. ■ Konnie Dobreva, JD, Vice President of Environmental Planning — Project Principal, Quality Assurance/Quality Control ■ Jeremy Krout, AICP, President — Client Services ■ Meghan Macias, TE, Transportation Planning Director — Traffic Impact Analysis ■ Renee Escario, Senior Environmental Planner — Document preparation ■ Meaghan Truman, Associate Environmental Planner — Project Manager, Research, document preparation Konnie Dobreva, JD, Vice President of Environmental Planning. Konnie has 20 years of public- and private - sector planning and legal experience, including the preparation of environmental documents for a wide range of projects, including General Plan and Housing Element updates, small-scale residential, large master planned communities, commercial office, industrial, solar, and mixed -use. Her extensive experience has made her a keen strategist and an effective writer of legally defensible environmental documents. Konnie has a Bachelor of Arts in Environmental Analysis and Design from the University of California, Irvine and a Juris Doctor from Pepperdine University. As previously noted, she is the Administrative Vice President for the California Association of Environmental Professionals (AEP), a 14-year Board member of the Orange County AEP and has twice served as co-chair of the AEP State Conference, and is a frequent lecturer on CEQA for the AEP Advanced CEQA and CEQA Essentials workshop series. Jeremy Krout, AICP, LEED GA, President. Jeremy, the founder of EPD, has experience in both the public and private sectors, which has allowed him opportunities to prepare and manage various types of environmental documents and project entitlements. Jeremy's experience spans a diverse range of uniquely complex land use planning and entitlement projects, due diligence studies, general plan amendments, zone changes, environmental impact reports, development agreements, and construction projects. His clients have entrusted him with these responsibilities based on his problem -solving approach and extensive real -world experience in creating CEQA documents based on sound research and well -articulated strategies and many successes on exigent projects. Jeremy has dual Bachelor of Arts degrees in Geography and Environmental Studies from the University of California, Santa Barbara, and a Master of City and Regional Planning from Cal Poly San Luis Obispo. He is an active member of the American Planning Association and is certified by the American Institute of Certified Planners (AICP). Meghan Macias, TE, Transportation Planning Director, Registered Traffic Engineer #2697. Meghan will lead traffic analysis services, including preparing Traffic Impact Technical Reports; forecasting future traffic generation using Average Daily Trips (ADT), Level of Service (LOS), and Vehicle Miles Traveled (VMT); preparing Parking and Shared Parking Analyses; and developing traffic mitigation measure recommendations and fair share calculations, and would coordinate preparation of intersection design plans, Luxview Project 4 City of Redlands traffic signal design plans, other related services. Meghan has over 18 years of experience in the transportation planning field and has worked on hundreds of projects throughout California. She has a deep understanding of the regulations and methodologies used by local and regional agencies throughout California, including application of local traffic study guidelines, CMP and CEQA requirements and the Mitigation Fee Act. She holds a Master's degree in Urban and Regional Planning from the University of California, Irvine, is a registered Traffic Engineer, and an active member of the Institute of Transportation Engineers (ITE). She was also a participant on the ITE SB743 Task Force to evaluate changes to the CEQA Guidelines resulting from SB743. Renee Escario, Senior Environmental Planner, CEQA Document Preparer. Ms. Escario has 22 years of experience providing environmental consulting services, which include managing the preparation of a variety of complex environmental compliance documents. Her CEQA technical experience includes working through and mitigating both programmatic planning level and site -specific issues related to all environmental resource topics. Ms. Escario is accomplished in working with technical specialists to both identify potential impacts and potential mitigation solutions to both alleviate project effects and move the project forward. Ms. Escario also manages a wide range of community planning projects, which include land use planning, municipal service and infrastructure planning, and jurisdiction boundary related projects. Of these planning projects, Ms. Escario specializes in evaluating the potential effects to service provision and infrastructure as additional development, redevelopment, or growth occurs within a jurisdiction or agency. Meaghan Truman, Associate Environmental Planner. Ms. Truman has experience in the areas of environmental planning, entitlements, and policy planning. As a young professional, she has had the opportunity to work on a wide variety of projects with a range of environmental documents, including Initial Studies, Mitigated Negative Declarations, Environmental Impact Reports, Sustainable Communities Environmental Assessments, Exemptions, and Addendums. Meaghan brings a unique perspective and skill set to the EPD team. Meaghan's experience includes managing a variety of CEQA projects, from project -specific to program level. Subconsultant Team EPD's subconsultants include BFSA Environmental Services and Urban Crossroads. EPD regularly works with these firms on numerous projects together throughout Southern California as their quality of work meets EPD's exacting standards successful guide projects through the environmental clearance process. The following is a summary of these firms and their respective expertise for this project. CI) URBAN CROSSROADS Urban Crossroads, Inc. will provide technical study support services in CEQA document preparation, including the preparation of air quality, greenhouse gas emissions, energy, and noise analyses. Urban Crossroads provides air quality, greenhouse gas, and health risk assessment analysis services to meet national, state and various local compliance standard requirements. Services range from transportation and construction development projects to long-term stationary and mobile source emitters. In determining potential air quality impacts, Urban Crossroads utilizes industry -standard models to study the source -specific pollutant emissions. Urban Crossroads staff has extensive experience using U.S. Environmental Protection Agency Air Dispersion models, including ISCST3 and AERMOD; and air quality models accepted for use in California including CaIEEMod, EMFAC, CALINE4 and CAL3QHC. Urban Crossroads provides the full spectrum of environmental noise measurement and analysis expertise. This may include a preliminary noise study to establish the barrier height requirements for plan approval, detailed building assembly requirements as part of a final noise study to satisfy interior noise requirements, project operational stationary -source noise levels, and potential short-term construction noise impacts. In addition, Urban Crossroads' noise group maintains a strong technical background in the application and development of noise prediction models. Luxview Project 5 City of Redlands Urban Crossroads' project manager would be Haseeb Qureshi, MES. Haseeb has over a decade of experience working in the areas of air quality and greenhouse gas analysis and health risk assessment. Urban Crossroads also has project managers specializing in noise studies. EPD has worked with Urban Crossroads on air quality, greenhouse gas emissions, noise, and traffic analyses at over 100 different projects over the past eight years. BFSA Environmental Services will provide technical study support services in CEQA ©) document preparation, including the peer review of the Zanja Testing Program Scope of Work and Archaeological Test Report for the Luxview Project in the City of Redlands. This ri15:1, I'll uun ird Srn ire, peer review is intended to include an assessment of the adequacy of the approach to the archaeological testing program scope of work, an evaluation of the significance assessments of any evaluated cultural resources, a review of any impact evaluations, and review of any proposed mitigation measures. The review will consider any omissions of the study for CEQA compliance and adherence to City guidelines. Luxview Project 6 City of Redlands C. Scope of Services EPD Solutions, Inc. will prepare a Class 32 Exemption Justification for the proposed project. In support of the CEQA process, the EPD team will conduct the required studies and incorporate the findings of the studies into the Class 32 Exemption Justification. Scope of Work Tasks The following tasks are required to complete the environmental documentation for the project. In the sections that follow, more details are provided regarding how each task will be accomplished, which team members will be responsible for each task, and the work products that will be produced. Task 1: Project Initiation & Preparation of Project Description Task 2: Peer Review of Applicant's Technical Studies and Preparation of Technical Studies Task 3: Draft Exemption Justification Task 4: Final Exemption Justification Task 5: Meetings, Conference Calls, and Other Communications Task 6: Notice of Exemption Task 7: CEQA Project Management/Coordination The following scope of services details EPD's proven process for efficiently producing a reliable, quality, and defensible Class 32 Exemption Justification for the proposed project. Task 1 Project Initiation and Preparation of Project Description Upon receipt of the Notice to Proceed, the EPD team will request all of the project description and project site information that is available and will schedule a kickoff meeting with the Applicant and City staff. Key topics to be discussed during this meeting may include obtaining additional detail on the project, community or agency concerns, anticipated environmental impacts, communications processes and roles, the initiation of technical studies, the target project schedule, and any requested adjustments to the scope of work contained in this proposal. The EPD team will review existing documentation about the project site and supporting reports, including the previously approved IS/MND, which will be summarized in the background sections of the CEQA document. With this background information, as well as any project studies or engineering information, a detailed project description will be prepared. EPD will include detailed project information to allow for an efficient and well -supported analysis of all environmental issue areas to be studied in the CEQA document. EPD will review these documents for CEQA adequacy in support of the Exemption Justification. It is expected that the above listed studies would be adequate to respond to Appendix G questions related to the relevant CEQA impacts areas, technically accurate, and consistent be with the project description. One of the keys to successful CEQA compliance is a clear definition of the project and its components. The project description must be complete, comprehensive, stable, and finite to analyze the impacts accurately and fully. EPD will identify any additional information needs to develop a thorough and complete project description. EPD will provide a draft of the project description to project team for review. EPD will make revisions, as necessary. EPD assumes one round of review for this task. Luxview Project 7 City of Redlands Task 1 Deliverables No. Format Description 1 PDF/Word Refined CEQA Schedule 1 PDF/Word Request for Additional Information (if required) 1 PDF/Word Project Description Task 2 Review of Existing Technical Studies and Preparation of Additional Technical Studies Task 2.1- Technical Study Review Task 2.1.1- Review of Existing Technical Studies The technical studies listed below are anticipated to be required for the project specific CEQA analysis. The following studies are expected to be provided to EPD for use in the CEQA document. EPD will conduct one round of review of the following studies for CEQA adequacy cis part of Task 2. These reports will also be reviewed in detail by City staff and all required updates must be completed prior to acceptance of the documents. • Hydrology Study/Water Quality Management Plan • Geology and Soils Report • Vehicle Miles Traveled Screening Analysis • Air Quality and Greenhouse Gas Emissions Analysis In addition, EPD will review the technical studies prepared for the previously approved IS/MND. • 2019 MND Phase I ESA • 2019 MND Cultural Report • 2019 MND Biological Assessment • 2019 MND Air Quality Analysis • 2019 MND Noise Impact Analysis • 2019 MND Traffic Impact Analysis Task 2.1.2- Peer Review of the Zanja Testing EPD and BFSA will conduct a peer review of the Zanja Testing Program Scope of Work and Archaeological Test Report for the Luxview Project in the City of Redlands. This peer review is intended to include an assessment of the adequacy of the approach to the archaeological testing program scope of work, an evaluation of the significance assessments of any evaluated cultural resources, a review of any impact evaluations, and review of any proposed mitigation measures. The review will consider any omissions of the study for CEQA compliance and adherence to City guidelines. A letter report will be prepared to present the detailed review. Task 2.1.3- Peer Review of Levels of Service Traffic Impact Analysis In order to ensure compliance with Measure U, EPD Solutions will provide a technical peer review of the Levels of Service -based traffic study (TIA). A letter report will be prepared to present the detailed review. One technical review and one confirmation of requested changes review will be completed. Task 2.2- Noise Impact Analysis The following includes a scope for the Noise Impact Analysis: Luxview Project 8 City of Redlands • Identify and review applicable, Federal, State and Local Noise criteria. This includes the City of Redlands Noise Element and Municipal Code to determine appropriate noise standards and significance criteria. • Collect long-term 24-hour ambient noise level measurements in the Project study area at up to two locations to quantify the existing noise environment. All noise level measurement equipment will satisfy American National Standards Institute (ANSI) standard specifications for sound level meters ANSI S1.4-2014/IEC 61672-1:2013. The noise level measurements will be collected consistent with the criteria outlined in the Municipal Code. Briefly describe the ambient noise conditions in the Project study area. • Calculate the off -site traffic noise contour boundaries for the baseline (existing) conditions, opening year and future conditions on up to twenty study area roadway segments. Calculate the future Project contributions by comparing the "with" and "without" Project noise contours on the study area roadways for the proposed project. Determine if the Project will create a significant noise impact on any analyzed roadway segments. • Calculate the on -site traffic noise impacts from the adjoining roadways. Determine the minimum exterior and interior noise mitigation measures needed to satisfy the appropriate City of Redlands noise level criteria. Exterior and interior noise levels will be based on the future worst -case traffic conditions, for noise receptors located in the outdoor living areas and at the building facades. • Collect reference noise level measurements to represent the expected stationary source impacts associated with the proposed Project land uses. • Evaluate the potential stationary source noise impacts associated with the operation of the proposed Project and recommend measures to reduce the potential noise impacts to any nearby noise -sensitive uses. • Provide a detailed construction noise and vibration analysis for each stage of construction using reference noise level measurements of similar activities. • Summarize the results of the study in a noise impact analysis report addressing the potential impacts associated with the Project. • Revise the noise report based on comments provided by the Lead agency for up to 1 review cycle. Task 2 Deliverables No. Format Description 1 PDF/Word Draft Technical Studies 1 PDF/Word Final Technical Studies Task 3 Draft CEQA Exemption Justification 3.1 Administrative Exemption Justification EPD will prepare an Administrative Draft Exemption Justification for the project to address CEQA requirements. 3.1.1 Review of 2019 IS/MND, East Valley Corridor EIR, and General Plan EIR Findings & Mitigation Measures EPD will review the 2019 IS/MND, the East Valley Corridor Specific Plan EIR, and City of Redlands General Plan EIR for all findings related to development of the project site. EPD will make maximum use of standard conditions of approval and existing plans, policies, and programs, along with the 2019 IS/MND project- Luxview Project 9 City of Redlands level mitigation measures, which are now conditions of approval for the project site, as applicable, to minimize any potential impacts. 3.1.2 Administrative Draft CEQA Exemption An administrative draft of the exemption will be provided for review and comment. Comments will be used to update the draft; with approval from the project team, the draft will then be submitted to the City. 3.2 Final Exemption Justification One round of City review and comments of the Administrative Draft CEQA Exemption is assumed. Upon internal team approval of the City's comments, EPD will deliver the public review draft to the City for distribution to the public. Upon the City's approval of the environmental document, EPD will coordinate with the County Clerk and planning staff to prepare and file the Notice of Exemption (NOE). Task 3 Deliverables No.* Format Description 1 PDF/Word Administrative Draft Exemption Justification and technical studies 1 PDF/Word 1 10 Unbound Bound Print Public Draft Exemption Justification and technical studies 10 CDs 1 PDF/Word Notice of Exemption *Public draft Addendum and noticing publication quantities subject to change depending on City's preferences or needs. Task 4 Meetings, Conference Calls, and Other Communications Throughout the process, EPD will coordinate with team and City staff in ensuring the project is accurately and appropriately assessed in the environmental document. EPD assumes attendance to a minimum of four internal meetings (possibly virtual) with City staff, and attendance at two public hearings (Planning Commission and City Council, if required) by consultant team members responsible for preparation of the Addendum & Exemption Justification and technical studies. Task 5 Meetings No. Format 4 Internal Meetings with City Staff 2 Planning Commission and City Council Hearings As needed Regular communications via telephone and email Task 5 CEQA Project Management/Coordination EPD's CEQA project manager will coordinate closely with City staff to ensure that the Exemption Justification and associated documents delivered to the City are legally defensible, accurate, and useful to decision makers considering the approval of the project. The project manager will also coordinate with City staff throughout the process not only to streamline the CEQA process, but to avoid or anticipate any changes that could result in delays. Luxview Project 10 City of Redlands The project manager will be the key contact and will be responsible for managing (1) CEQA document task scheduling and assignments, management of resources, monitoring of costs, and schedule adherence; (2) consultation and coordination with local and state agencies relative to the environmental document and the environmental review process; (3) coordination and communications with the Applicant's project team to ensure that City policies, procedures, and any applicable codes are complied with and, where applicable, are incorporated into the Exemption Justification; (4) ensuring that the environmental review process and the Exemption Justification satisfy the statutes and guidelines of CEQA and CEQA procedures; and (5) representing the consultant team in public meetings. This scope of work assumes ongoing project management at an estimated 1 hour/week for the project manager and 2 hours/month for the principal -in -charge are included for the duration of the 6-month schedule as estimated in this proposal. D. Project Schedule On the following page is an estimated project schedule based on the information we have available. It should be noted that delays to the technical studies, timely reviews and plans would impact the ability to meet the schedule. Luxview Project 11 City of Redlands Class 32 Schedule - Luxview Redlands 1 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Task Name - Project Master Duration Start Date End Date • Predecessors Master Master Q2 Q3 Apr May Jun Jul Aug Sep Q4 Oct Nov Dec fl Summary II 22-154 148d 05/08/23 11/29/23 — Project Kickoff ld 1d 05/08/23 05/08/23 05/08/23 05/08/23 O A 0 I. --- EPD Kickoff CP Technical Studies Submitted to EPD 0 05/15/23 05/15/23 Review of Technical Studies 3w 05/15/23 06/02/23 30 Revisions to Technical Studies 4w 06/05/23 06/30/23 31 O 3 --- - 7 Noise Impact Analysis Kickoff 0 06/30/23 06/30/23 32 Noise Impact Analysis Preparation 6w 07/03/23 08/11/23 34 L L 1 Noise Study Internal Review & Revision 1w 08/14/23 08/18/23 35 I- 1. Final Revisions and Finalization of Noise Impact Analysis 1w 08/21/23 08/25/23 36 — 110d 5/23 E Exemption 110d 05/15/23 10/13/23 • Internal CEQA Team Kickoff 1d 05/15/23 05/15/23 Draft Project Description 10d 05/16/23 05/29/23 40 Admin Draft Exemption (2 weeks after tech study receipt) 2w 08/28/23 09/08/23 3711 City/Applicant Review of Exemption 2w 09/11/23 09/22/23 42 EPD Revision on Admin Draft Exemption 1w 09/25/23 09/29/23 43 Lead Agency 2nd Review 1w 10/02/23 10/06/23 44 Exemption Revisions and Final Exemption 1w 10/09/23 10/13/23 45 — earings 36d 10/11/23 10/11/23 10/24/23 Staff Report/ Agenda Released 10d Planning Commission (2nd & 4th Tues) 1d 10/24/23 10/24/23 Appeal Period 10d 10/25/23 11/07/23 49 File 1st NOE 1d 10/25/23 10/25/23 49 Statute of Limitation e35d 10/25/23 11/29/23 51 ■ Exported on April 24, 2023 2:04:33 PM PDT Page 1 of 1 E. Project Budget EPD proposes the budget on the following page for the Addendum & Exemption Justification scope of work. Assumptions Our cost estimate is based on our scope of services and the following assumptions: • The cost estimate is valid for up to 180 days from the date of submittal, after which it may be subject to revision. • Costs have been allocated to tasks to determine the total budget. A "not to exceed" dollar amount for each of the tasks are provided except where indicated cis a "Fixed Fee." Unexpended budget • If additional meetings or site visits are requested or additional work beyond the allowances described herein are required, such meetings and work would require an amendment of the budget. • Reimbursable expenses are estimated and will be billed at actual cost, plus 15 percent administrative charge. • Additional review cycles or additional versions of administrative drafts of any documents beyond the assumptions contained within the scope of work will constitute additional work. The budget is based on completion of work within a maximum 8-month schedule. If a delay occurs cis a result of circumstances beyond control, we reserve the right to adjust our budget to account for additional project management requirements, increased labor rates, and other costs. Proposed Fee The following is the proposed not -to -exceed fee for the above scope of work. Proposed Work Scope Tasks Fee Type Fee Task 1. Project Kickoff Initiation & Preparation of Project Description Fixed Fee $4,460 Task 2: Review of Existing Technical Studies and Preparation of Additional Technical Studies Task 2.1 Technical Study Review Task 2.1.1 Review of Existing Technical Studies Fixed Fee $8,080 Task 2.1.2 Peer Review of the Zanja Testing Fixed Fee $3,900 Task 2.1.3 Peer Review of LOS Traffic Impact Analysis Fixed Fee $4,050 Task 2.2 Noise Impact Analysis Fixed Fee $8,450 Task 3. Draft CEQA Exemption Justification Task 3.1 Administrative Draft Exemption Justification Fixed Fee $14,920 Task 3.2 Final Exemption Justification Fixed Fee $4,340 Task 4. Meetings Conference Calls, and Other Communications Not to Exceed $10,275 Task 5. Project Management and Coordination Not to Exceed $8,670 EXPENSES BUDGET $5,000 Not To Exceed Total $72,145 Luxview Project City of Redlands 13 PROVISIONS OF AGREEMENT City of Redlands ("Client") and Environment I Planning I Development Solutions, Inc. ("Consultant") agree that the following Provisions of Agreement ("Provisions") shall be part of the agreement to Client dated April 24, 2023, for the services described therein ("Project") to which these Provisions are attached and both shall be considered and constitute the "Agreement" referenced herein. I. DEFINITIONS: 1. Client and Consultant agree to cooperate with each other in order to fulfill their responsibilities and obligations under this Agreement. Both Client and Consultant shall endeavor to maintain good working relationships among members of the project team. 2. Ownership of Instruments of Service: All documents prepared or furnished by Consultant pursuant to this Agreement are Consultant's Instruments of Service, have been prepared for use solely with respect to this Project, and Consultant shall retain an ownership and property interest therein. Consultant grants Client a license to use Consultant's Instruments of Service for the purpose of constructing, occupying and maintaining the Project. Reuse or modification of any such documents by Client, without Consultant's written permission, shall be at Client's sole risk, and Client agrees to indemnify and hold Consultant harmless from all claims, damages and expenses, including attorneys' fees, arising out of such reuse by Client or by others acting through Client. Client acknowledges that Consultant's Instruments of Service may be stored and delivered to Client and others in electronic files ("Data"), and that anomalies and errors can be introduced into the Data when it is transferred or used in conjunction with incompatible computer equipment or software. Consultant's Data is being furnished "as is" and Consultant shall have no duty to modify or update the Data. Consultant reserves the right to retain an archival paper or electronic copy of the Data delivered to Client or the general contractor which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished by Consultant. If Consultant is not paid in full for all its services, Client shall, upon demand, return Consultant and Consultant's sub -consultants Instruments of Service and refrain from using Instruments of Service for any purpose whatsoever. II. CONSULTANTS RESPONSIBILITIES: 1. Consultant will perform its professional services in the manner identified in the Agreement up to the identified maximum professional services fee. Services provided on a time and materials basis or additional services will be charged based on the following hourly billing rates: List of Standard Hourly Rates Position Hourly Rate President/Principal $300 - $350 Vice President of: Planning; Environmental Planning; Development; Transportation Planning; Construction Management; Engineering; Design $275 - $300 Senior Director of: Planning; Environmental Planning; Development; Transportation Planning; Construction Management; Engineering; Design $260 - $285 Director of: Planning; Environmental Planning; Development; Transportation Planning; Construction Management; Engineering; Design $250 - $275 Senior: Project Manager; Planner; Transportation Planner; Engineer; Environmental Planner; Associate $21 0 - $250 Project Manager; Associate Engineer $1 85 - $21 0 Luxview Project City of Redlands 14 List of Standard Hourly Rates Position Hourly Rate Associate: Planner; Environmental Planner; Transportation Planner $165 - $185 Assistant: Project Manager; Environmental Planner; Transportation Planner; Project Planner; Engineer $150 - $165 Project Coordinator; GIS Analyst; Drafter $1 35 - $150 Support Staff $85 - $135 Once the maximum fee is reached, Consultant will stop work unless Consultant and Client agree to increase the maximum fee amount or Client agrees to pay for additional services in accordance with Consultant's billing rates identified herein. This rate schedule is subject to change due to the granting of wage increases and/or other employer benefits to field or office employees during the lifetime of this agreement. 2. Consultant will complete professional services described in this Agreement as expeditiously as is consistent with, and limited to, Consultant's standard of care. 3. This Agreement comprises the entire and integrated agreement between Client and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by an authorized representative of both Client and Consultant. 3. If any of the provisions of this Agreement shall be finally determined to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect and be binding upon Client and Consultant hereto. Client and Consultant agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the intention of the stricken provision. 4. If the scope of services includes Consultant's assistance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a representation, warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency. 5. Governing Law: The laws of the state in which the Project is located shall govern the validity and interpretation of this Agreement. 6. Construction Observation: Consultant shall visit the project at intervals appropriate in the Consultant's professional opinion, during construction to become generally familiar with the progress and quality of contractor's work and to determine if the work is proceeding in general accordance with the Contract Documents. Client has not retained Consultant to make detailed inspections or to provide exhaustive or continuous project review and observation services. Consultant does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on the project. If Client desires more extensive project observation or full-time project representation, Client shall request such services be provided by Consultant as Additional Services in accordance with the terms of this Agreement. It is agreed that Consultant's services under this Agreement do not include project observation, review of contractor's performance or any other construction phase services. Client assumes all responsibility for all construction phase services including, but not limited to: a. b. Submittal review and approval Contract document interpretation Luxview Project 15 City of Redlands c. Site observations d. Change order review and approval e. Review and approval of contractor payment applications f. Certificates of substantial and final completion g. Preparation and disposition of punch lists h. Responding to contractor requests for information i. Administration of any operational and maintenance training including collection operational and training manuals Client waives any claims against Consultant that may be in any way connected with Client's decision not to retain Consultant to performance construction phase services. Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Consultant, its officers, directors, employees and sub -consultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the performance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to Contract Documents to reflect changed field or other conditions. Client, Client's contractors or subcontractors, or anyone for whom Client is legally liable shall assume full responsibility for the results of any changes made to the Contract Documents during construction. Client agrees to waive any claims against Consultant and to release Consultant from any liability arising directly or indirectly from such changes. Contract Documents Definition: Consultant consist of the agreement, conditions of the contract (general, supplementary and other conditions), drawings, specifications, addenda issued prior to execution of the Agreement, other documents and modifications issued after execution of the Agreement. 7. Jobsite Safety: Consultant shall not supervise, direct or have control over general contractor or its subcontractors, regardless of tier, any employee or agent thereof (hereinafter "Contractor") work. Consultant shall not have authority over or responsibility for the construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work of Contractor. Consultant does not guarantee the performance of the construction contract by Contractor and does not assume responsibility for Contractor's failure to furnish and perform its work in accordance with the Construction Documents. III. CLIENT'S RESPONSIBILITIES 1. Client acknowledges that its right to utilize reports and other documents of Consultant provided pursuant to this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this Agreement, and Client has performed all its obligations under this Agreement, including but not limited to payment for services rendered. 2. Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes, use or reuse of the electronic files for any other project by anyone other than Consultant. 3. All fees and other charges due Consultant will be billed monthly and shall be due at the time of billing unless specified otherwise in this Agreement. 4. Consultant will provide Client with monthly invoices for services rendered and costs advanced. Client agrees that all billings from Consultant to Client are correct and binding on Client unless Client, within ten (10) days from the date of receipt of such billing, notifies Consultant in writing of alleged inaccuracies, discrepancies, or errors in billing. 5. Client agrees to pay a monthly late payment charge, which will be the lesser of one and one-half percent (1-1 /2%) per month or a monthly charge not to exceed the maximum legal rate, which will be applied to any unpaid balance commencing thirty (30) days after the date of the billing. If Client notes any inaccuracies, discrepancies, or errors in billing pursuant to paragraph 13, late fees shall only apply beginning on the thirty-one (31) days after the inaccuracies, discrepancies, or errors have been corrected. Luxview Project 16 City of Redlands IV. OWNERSHIP AND USE OF DOCUMENTS AND DATA 1. Prints or document printing will be billed directly to Client by the print company at no additional Consultant administrative cost or billed by Consultant at cost plus fifteen percent (15%). All other reimbursable expenditures will be invoiced at cost plus fifteen percent (15%) handling fee. Sub -consultant costs will be billed at cost plus twenty-five percent (25%). Mileage will be billed at the standard Federal rate as provided for under Internal Revenue code. 2. Standard of Care: Consultant's services shall be provided consistent with and limited to the standard of care applicable to such services, which is that Consultant shall provide its services consistent with the professional skill and care ordinarily provided by members of the same profession practicing in the same or similar locality under the same or similar circumstances. 3. Survival: Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled hereunder and termination of this Agreement. V. RISK ALLOCATION 1. Waiver of Consequential Damages: Notwithstanding any other provisions in this Agreement, Client and Consultant each waive consequential damages against the other party. Notwithstanding anything to the contrary set forth herein, the foregoing waiver shall not apply if the consequential damages are covered by Consultant's insurance policy. 2. Indemnity: Consultant and Client each agrees to indemnify and hold harmless the other (lndemnitor and Indemnitee), and their respective principals, officers, directors, partners, employees, and any other entity or person for which Indemnitor and Indemnitee is legally liable, from and against any damages, losses, liabilities, judgments, settlements, expenses, and costs (including reasonable and necessary attorneys' fees, costs and expenses recoverable under applicable law), that Indemnitee incurs as a result of third party claims, demands, actions, suits or matters connected therewith, to the extent caused by the negligent acts, errors or omissions, or willful misconduct of lndemnitor in the performance of services under this Agreement and any other entity or person for which the lndemnitor is legally liable. Notwithstanding the foregoing, if Indemnitor's obligation to indemnify arises out of lndemnitor's performance of services for the Project as a "design professional," as that term is defined in California Civil Code Section 2782.8, lndemnitor's indemnity obligation shall be limited in accordance with the provisions of Section 2782.8 as it was in effect as of the date of this Agreement. 3. Waiver of Personal Liability: It is intended by the parties to this Agreement that Consultant or its sub- consultant(s) services in connection with this Project shall not subject Consultant's or its sub-consultant(s) individual employees, officers or directors to any personal legal exposure for the risks associated with the Project or this Agreement, or any Addenda. Therefore, and notwithstanding anything to the contrary contained herein, CLIENT agrees that as Client's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against Consultant, a California corporation or its incorporated sub- consultant(s), and not against any of Consultant's or its sub-consultant(s) individual employees, officers or directors. 4. Consultant will be legally liable for only the services expressly undertaken pursuant to this Agreement, and not otherwise. Consultant will not be legally liable for the providing of, or the failure to provide other services, even if information from others is incorporated into Consultant's instruments of service for ease of reference or otherwise. Further, and without limitation, Consultant will not be responsible for delays or other matters beyond its reasonable control; for inaccurate information provided to it by Client or other reasonably reliable sources; for site conditions of which it was not informed; for hazardous materials or toxic substances at the Project site; for construction means, methods, techniques, sequences or procedures, including without limitation excavation, shoring, demolition or erection procedures or construction safety precautions and programs; for the timeliness or quality of contractor performance or for the failure of any contractor to perform work in accordance with the Project's construction documents; or for actions or inaction of third parties including other consultants, utility companies and governmental or quasi -governmental agencies. 5. Limitation of Liability: To the extent permitted by law, the total liability, in the aggregate, of Consultant and its employees, officers, directors, members, partners, agents, and consultants, to Client, its subsidiary and/or affiliated companies and its respective employees, officers, directors, members, partners, agents and anyone claiming by, through, or under Client, for any and all injuries, claims, losses, expenses, or damages Luxview Project 17 City of Redlands whatsoever arising out of, resulting from or in any way related to Consultant's services, the Project or this Agreement, or any addenda, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of express or implied contract or warranty shall not exceed the available proceeds of insurance coverage. 6. Certification: Consultant shall not be required to execute certificates, consents or reliance letters that would require knowledge, services or responsibilities beyond the scope of this Agreement, and shall not be required to sign any documents that would result in Consultant having to certify the existence of conditions whose existence Consultant cannot reasonably ascertain beyond its standard of care. 7. Unauthorized Changes to Plans: In the event Client, Client's contractors or subcontractors or anyone for whom Client is legally liable, makes or permits any changes to be made to any reports, plans, specifications or other construction documents prepared by Consultant without obtaining Consultant's prior written consent, Client agrees to waive any claim against Consultant and to release Consultant from any liability arising directly or indirectly from such changes. In addition, Client agrees (1) to the fullest extent permitted by law, to indemnify and hold harmless Consultant from any damages, liabilities or costs arising from such change, and (2) to include in any contracts for construction appropriate language that prohibits any contractor or subcontractors of any tier from making any changes or modifications to Consultant's construction documents without the prior written approval of Consultant and that further requires contractor to indemnify both Consultant and Client from any liability or cost arising from such changes made without such proper authorization. VI. INSURANCE 1. Insurance: Consultant shall purchase business insurance as follows: a. Professional Liability Insurance, with prior acts coverage sufficient to cover the services performed under this Agreement, and policy limits in an amount of $1,000,000 each claim and $2,000,000 annual policy period aggregate limit. Consultant specifically agrees, pursuant to this Agreement, to waive any rights of recovery against Client because of any payment made to the extent coverage is provided by the policy. b. Commercial General Liability Insurance (ISO CG 0001 041 3), or another equivalent occurrence -based policy form, including coverage for bodily injury and property damage liability arising out of premises, operations, completed operations, and products in addition to advertising injury and personal injury liability coverage with a per project limit of not less than $1,000,000 each occurrence and $2,000,000 general aggregate limit. Consultant specifically agrees, pursuant to this Agreement, to the following: i. Additional Insured Provision: Shall include Client and Client -designated additional insured(s), to the extent coverage is provided by the policy, caused in whole or in part by Consultant or those acting on Consultant's behalf. Additional insured coverage shall be provided by a combination of the CG2010 0413 and CG2037 041 3 endorsements, or other comparable endorsement(s). ii. Primary and Non -Contributory Provision: The insurance provided to Client -designated additional insured(s) is primary to other insurance, which covers such additional insured as a named insured, and will not share with that other insurance to the extent coverage is provided by the policy. Primary and Non-contributory coverage shall be provided by CG2401 041 3, or other comparable endorsement. iii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client -designated additional insured(s), because of any payment made to the extent coverage is provided by the policy. Waiver of Subrogation provision shall be provided by CG2404 0509, or other comparable endorsement. c. Hired and Non -Owned Automobile Liability Insurance, with a limit of not less than $1,000,000 combined single limit for bodily injury and property damage liability arising out of the maintenance or use of any Luxview Project 18 City of Redlands policy covered hired or non -owned automobile by Consultant or Consultant's employees in the course of Consultant's business. Consultant specifically agrees, pursuant to this Agreement, to the following: i. Additional Insured Provision: Shall include Client -designated additional insured(s), to the extent coverage is provided by the policy. ii. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client -designated additional insured(s), because of any payment made to the extent coverage is provided by the policy. d. Commercial Umbrella or Excess Liability Insurance, on a follow form basis with a limit of not less than $2,000,000 each occurrence and $2,000,000 general aggregate limit. Coverage shall be excess of commercial general liability, hired and non -owned automobile liability and employers' liability with such coverage being concurrent with underlying insurance. e. Workers' Compensation Insurance, covering Consultant's employees in accordance with statutory requirements of all jurisdiction(s) in which Services are being performed and Employers' Liability Insurance in an amount of: Bodily Injury by Accident: Bodily Injury by Disease: Bodily Injury by Disease: $1,000,000 $1,000,000 $1,000,000 Each Accident Policy Limit Each Employee Consultant specifically agrees, pursuant to this Agreement, to the following: i. Waiver of Subrogation Provision: The insurance provided shall waive any rights of recovery against Client because of any payment made to the extent coverage is provided by the policy. Waiver of subrogation provision shall be provided by WC 04 03 06 (Ed. 4-84) from the Workers' Compensation Insurance Rating Bureau or WC 00 03 13 (Ed. 4-84) from the National Council on Compensation Insurance, or other comparable endorsement. f. Certificates of Insurance: Prior to the commencement of this Agreement and upon the renewal of any of the insurance policies required hereunder, Consultant shall furnish certificates of insurance to Client as evidence of the insurance listed in Article 25. 2. Compliance with Code: Consultant shall exercise due and reasonable professional care in observing those federal, state, and local codes, standards, statutes, and regulations applicable at the time Consultant renders service. Notwithstanding the foregoing, Consultant has no responsibility for the discovery, presence, handling, removal, or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. It is understood, however, that various codes and regulations are subject to varying and sometimes contradictory interpretation. Consultant shall exercise its professional skill and care consistent with, and limited to, the generally accepted standard of care to provide a design that complies with such regulations and codes. VII. DISPUTE RESOLUTION 1. (a) Except as provided in subdivisions (b) and (c), in an effort to resolve any conflicts that arise during the design or construction of the project or following completion of the project, Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation, unless the parties mutually agree otherwise.(b) Subdivision (a) shall not preclude or limit Consultant's right to file an action for collection of fees if the amount in dispute is within the jurisdiction of the small claims court.(c) Subdivision (a) shall not preclude or limit Consultant's right to record, perfect or enforce top notice remedies. Luxview Project 19 City of Redlands 2. Reliance on Information Provided by Others: Consultant shall be entitled to rely, without liability, on the completeness and accuracy of any and all information and data provided by Client, Client's consultants and contractors, and information from public records, without the need for independent verification. Notwithstanding the foregoing, Consultant shall use its reasonable judgment and experience in determining whether such reliance is advisable. Client will also require its consultants and contractors to promptly notify Client if its consultants or contractor(s) observes or becomes aware of faults or defects in documents prepared by Consultant and Client will provide prompt written notice to Consultant. 3. Assignment: Neither Consultant nor Client may assign its obligations, interests, or delegate its duties under this Agreement (including monies that are due or monies that may be due) without prior written permission of the other party, which consent shall not be unreasonably withheld. 4. Severability: If any of the provisions of this Agreement shall be finally determined to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect and be binding upon Consultant and Client hereto. Consultant and Client agree to reform this Agreement to replace any such invalid or unenforceable provision with a valid and enforceable provision that comes cis close as possible to the intention of the stricken provision. VIII. GENERAL PROVISIONS 1. Suspension of Services: Services may be suspended in the event of the following: a. A substantial failure of performance by either party. b. Any Client's payment is more than 30 calendar days past due and Consultant shall have no liability to Client for delay or damage caused Client because of such suspension of services. c. Before resuming services, Client shall pay Consultant all sums due prior to such suspension and expenses incurred in the interruption and resumption of Consultant's services. Consultant's fees for the remaining services and the time schedules shall be equitably adjusted. d. If the Project is abandoned or suspended in whole or part for more than a cumulative ninety (90) calendar days or indefinitely postponed either party may terminate this Agreement and Consultant shall be paid for all services provided. e. If the Project is resumed after a delay of more than ninety (90) calendar days in the aggregate, Consultant shall be entitled to additional compensation for remobilization costs and the time schedules shall be equitably adjusted. 2. Termination: Either party may terminate this Agreement upon seven (7) working days' written notice to the other party, with or without cause. Said notice shall be deemed to be effective upon delivery to the other party. In the event of termination by Client, Consultant shall cease work at the time specified or if no time is specified, at the end of the day on the day receipt of the notice. Consultant shall be paid in full for services performed and expenses incurred to date as reasonably agreed upon by both parties. 3. Third -Party Beneficiaries: Client and Consultant agree that services performed by Consultant under this Agreement are solely for the benefit of Client, and are not intended by either Client or Consultant to benefit any other person or entity including, but not limited to, the Project contractor and/or any of its subcontractors. Any such benefit is purely incidental and such other person shall not be deemed a third - party beneficiary of this contract. 4. Governing Law: This Letter Agreement shall be governed in accordance with the laws of the state in which the Project is located, excepting those provisions dealing with conflicts of laws. Luxview Project 20 City of Redlands EA-7.2 (12.8.21) EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement. (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California. that the information and representations made in this certificate are true and correct. Environment Planning Development Solutions, Inc. By: Jeremy' out, Pres ent/CEO I:\cmo\Agreements\LuxViewII Environment Agmt FY22-0178.doc-jm 8 Date: