HomeMy WebLinkAbout2017 CON Port District, Pasha Automotive, GB Capital Holdings, ICF Jones & Stokes - Professional Services Agreement(z)
San Diego Unified ���r� Document No.
Filed FFB 2 3 2017
Office of the District Clerk
AGREEMENT
This agreement (Agreement) is made and entered into this 2.15+ day of kb rVary
210 , by and between SAN DIEGO UNIFIED PORT DISTRICT, a public corporation
(District), CITY OF NATIONAL CITY, a municipal corporation of the state of California
(City), ICF JONES &STOKES, INC., a Delaware Corporation (Consultant), PASHA
AUTOMOTIVE SERVICES, a California Corporation (Pasha), and GB CAPITAL
HOLDINGS, a Limited Liability Corporation (GB Capital). Pasha and GB Capital are
collectively referred herein as "Applicant" or "Applicants." The District and City are
collectively referred herein as "Agencies." The Agencies, Consultant and Applicants are
sometimes individually referred to as a "Party" and are sometimes collectively referred
to as "Parties."
Recitals:
A. Pasha and GB Capital are seeking certain approvals for proposed projects
(collectively, Proposed Pasha and GB Capital Projects), which are located within the
jurisdiction of the District and as a result, the District has certain regulatory and
permitting jurisdiction over the Proposed Pasha and GB Capital Projects; and
B. City is seeking certain approvals for a proposed program (Proposed City
Program), which is located on City -owned land and is within the jurisdiction of the City
and as a result, the City has certain regulatory and permitting jurisdiction over the
Proposed City Program; and
C. As part of a certain Memorandum of Understanding by and between the
District and the San Diego Association of Governments (District Document No. 65382),
the District agreed to pay for the environmental review pursuant to California
Environmental Quality Act (Public Resource Code Section 21000 et seq.) (herein
referred to as CEQA) for a segment of the permanent alignment of the Bayshore
Bikeway (Proposed Bayshore Bikeway Project), as more particularly described in that
Memorandum of Understanding; and
s The Proposed Bayshore Bikeway Project, the Proposed Pasha and GB Capital
Projects and the Proposed City Program are herein collectively referred as the
"Proposed Project".
Page 1 of 28
D. District and City have been working collaboratively on the National City
Marina District Balanced Land Use Plan (Balanced PIan2), which is located on District -
owned property and as a result, the District has certain regulatory over said plan area;
and
E. A portion of the Proposed Bayshore Bikeway and the entire Proposed
Pasha and GB Capital Projects are located within the geographic area of the Balanced
Plan; and
F. Although a portion of the Proposed Bayshore Bikeway and the Proposed
City Program are located outside of the boundaries of the Balanced Plan and are within
the City's jurisdiction, they are located in an area that is the primary entryway into the
Balanced Plan area and as such, efficiencies exist by conducting a single environmental
review under CEQA for the Balanced Plan and Proposed Project; and
G. District has the greatest authority for approving the Balanced Plan and
Proposed Project as a whole, as depicted in Exhibit A, and as such is considered the
lead agency for CEQA purposes; and
H. City has some discretionary approval powers over the Proposed Project
depicted in Exhibit A, and as such is considered a responsible agency for CEQA
purposes; and
I. The Agencies anticipate that an Environmental Impact Report (EIR) will be
required for the Balanced Plan and Proposed Project; and
J. Sections 21082.1, 21089, 21151, and 21153 CEQA and CEQA guidelines
15084 and 15045 (California Code of Regulations, Title 14, Chapter 3, Section 15000 et
seq.) authorize the District to enter into an agreement to prepare the EIR for the
Balanced Plan and Proposed Project and collect fees to recover costs for the
preparation and processing of said E1R and any associated Mitigation Monitoring and
Reporting Program; and
K. The Parties desire to enter into this Agreement for the Consultant to
2 The Balanced Plan, Proposed Bayshore Bikeway Project within the District's
jurisdiction and the Proposed Pasha and GB Capital Projects are herein collectively
referred to as "Proposed Projects within the District". The Proposed City Program and
Proposed Bayshore Bikeway Project within the City's jurisdiction are herein collectively
referred to as "Proposed Projects within the City".
Page 2 of 28
provide professional services to prepare an EIR for the Balanced Plan and Proposed
Project, which are more particularly depicted in Exhibit A, and the Agencies and
Applicants to compensate the Consultant for said professional services; and
L. The District staffing workload requirements for completing the EIR and
CEQA processing within a reasonable timeframe exceed the District's current
resources.
Now, therefore, the Parties hereto agree as follows:
1. Purpose
The purpose of this Agreement is to provide a mechanism by which the District
shall retain Consultant, and the Agencies and Applicants shall share the liability for the
costs of retaining Consultant, who shall perform the services required by this Agreement
solely to, and under the direction of, the District, as the CEQA lead agency pursuant to
CEQA and the CEQA guidelines applicable to a lead agency, and input from the City, as
a CEQA responsible agency pursuant to CEQA and the CEQA guideline applicable to a
responsible agency.
2. Reservation of Discretion — Proposed Project
The Agencies each agree to be twenty-nine (29) percent responsible and
Applicants each agree to be twenty-one (21) percent responsible for any and all costs
for the Consultant services rendered pursuant to this Agreement, including, but not
limited to, the Consultant services described in Exhibit B, Scope of Work, whether or not
the Proposed Projects within the District are approved by the District or the Proposed
Projects within the City are approved by the City, such cost not to exceed the "Maximum
Fee" (defined below). The City and Applicants understand that the Proposed Projects
within the District and the EIR may not be approved/certified without District or Board of
Port Commissioners action and this Agreement does not in any way bind the District's
or Board of Port Commissioners' discretion regarding the decision whether to certify the
EIR or approve the Proposed Projects within the District. The District and Applicants
understand that the Proposed Projects within the City and the EIR may not be approved
without City or City Council action and this Agreement does not in any way bind the
Page 3 of 28
6673 PAM E
City's or City Council's discretion regarding the decision whether to approve the EIR or
approve the Proposed Projects within the City.
3. Scope of Work
Consultant is hereby engaged by the District, at shared cost and expense to the
Agencies (twenty-nine (29) percent per District and City) and Applicants (twenty-one
(21) percent per Pasha and GB Capital), to perform for the primary benefit of District,
and solely at District's direction, as the CEQA lead agency, and the benefit of the City
with input from the City, as the CEQA responsible agency, all of the services in
accordance with this Agreement and the Scope of Work. Consultant shall deliver such
required documents and deliverables (collectively, Deliverables) and perform and
complete the required services pursuant to the Scope of Work within all the time frames
and by the completion dates set forth in the Scope of Work. Consultant shall keep the
District informed of the progress of the services and Deliverables specified in the Scope
of Work at all times by giving written notice to the District. The District may share said
information with the City and Applicants. Consultant does hereby agree to perform the
Scope of Work to and for the primary benefit of the District for the compensation herein
fixed to be paid by the Agencies and Applicants.
Once an EIR Project Description is finalized, as evidenced by written notice to
the Consultant by the District (Project Description Notice), if any Party causes revisions
to the EIR Project Description, the cost of those out of scope revisions shall be solely
borne by the Party requesting the revisions. The Project Description Notice shall be
submitted to the Consultant no later than six (6) months after execution of this
Agreement by all the Parties.
4. Term
This Agreement shall commence upon the date of execution and shall terminate
on February 28, 2019, subject to earlier termination as provided below.
5. Maximum Fee, Hourly Rates, Invoices and Payments
5.1 Maximum Fee The maximum fee under this Agreement shall not
exceed Six Hundred Three Thousand Dollars ($603,000.00) (Maximum Fee). The
Maximum Fee shall include without limitation all sums, charges, reimbursements, costs
Page 4 of 28
and expenses provided for in this Agreement and the Scope of Work. Consultant shall
not be required to perform further services after the Maximum Fee has been expended.
5.2 Hourly Rates Hourly rates (by category title) that may be invoiced
for services rendered pursuant to this Agreement and the Scope of Work, are as
follows:
Classification Hourly Rates
Project Director $222.34
Technical Director $185.01
Senior Technical Analyst $163.05
Managing Consultant $157.12
Senior Consultant III $146.27
Senior Consultant II $127.47
Senior Consultant I $115.62
Associate Consultant III $97.38
Associate Consultant II $87.04
Assistant Consultant $83.48
Administrative Technician $66.02
For work performed on an hourly basis, Consultant agrees to assign the
employee with the lowest hourly rate who is fully competent to provide the services
required. If Consultant finds it necessary to have work, which would in the usual course
of business be performed by an employee with a lower hourly rate, be performed by an
employee paid at the higher hourly rate, Consultant shall nevertheless, bill at the lower
hourly rate. In no event shall the hourly rates invoiced exceed those specified in this
Agreement; provided, however, the hourly rates may be changed by a written
amendment to this Agreement, signed by all Parties. Said amendment may be subject
to Board of Port Commissioners' approval and signed by all Parties.
5.3 Invoices and Supporting Documentation Each month, as a
prerequisite to payment for services and allowable reimbursable expenses Consultant
shall submit an invoice to the District for services performed and allowable reimbursable
expenses incurred in accordance with this Agreement and the Scope of Work. For the
purpose of this Agreement, "allowable reimbursable expenses" shall include: costs of
printing, printing supplies, blueprints, travel (vehicle mileage only), postage, delivery
services, telecommunications, photography, computer usage, fax, and all other costs
Page 5 of 28
and expenses incurred in completing such services; provided, however, allowable
reimbursable expenses shall exclude air travel, lodging, and meals. Any other expenses
or costs not an "allowable reimbursable expense" shall be subject to written District
approval prior to Consultant submitting invoices for such expenses.
Each invoice shall include (a) a statement of services performed for the
fees and allowable reimbursable expenses specified in the invoice that correspond to
each task pursuant to the Scope of Work, (b) the Document Number of this Agreement,
(c) the fees and allowable reimbursable expenses actually incurred for each task
specified in the Scope of Work, (d) the employee name, category title, hourly rate, and
the number of hours and totals for each category title worked, and (e) the total billing.
Additionally, every invoice shall include the following certification:
"I certify under penalty of perjury that the above
statement is just and correct according to the terms of
Document No. 66173 , and that payment
has not been received."
Each invoice shall be accompanied by the necessary records and receipts
required to support the fees and allowable reimbursable expenses specified in the
invoice. Consultant shall also submit to the District a progress report (Progress Report)
with each invoice as a separate document. Each Progress Report shall include (a) a
description of work completed to date and actual percentage of work complete (versus
planned percentage completed), (b) cumulative dollar costs incurred, anticipated work
for the next reporting period (i.e., next invoice submittal), and (c) the expected
completion date for remaining work. The District may, upon request, share each
Progress Report with the City in a clean or redacted form. The District may, in its sole
and absolute discretion, share each Progress Report with the Applicants in a clean or
redacted form.
Consultant shall submit all invoices and the accompanying Progress
Report within thirty (30) days of completion of work and within sixty (60) days of
incurring fees and allowable reimbursable expenses to be paid under this Agreement
and the Scope of Work.
Page 6 of 28
5.4 Compensation of Consultant Subject to Sections 3 and 5.4 of this
Agreement, Agencies and Applicants shall compensate Consultant for all services
rendered by Consultant, .with the District and the City each paying twenty-nine (29)
percent of the total Consultant cost, and Pasha and GB Capital each paying twenty-one
(21) percent of the total Consultant cost. The District shall pay for the Agencies' costs
(fifty-eight (58) percent of the services provided by Consultant pursuant to this
Agreement); provided, however, if Agencies' costs exceed the amount for the 2014-
2018 Capital Improvement Program for the National City Planning and Entitlement
efforts, the City and the District shall split amount of the exceedance equally (Agencies'
Equal Payment). Each Applicants' and the City's share of the Agencies' Equal Payment,
if applicable, payment of compensation shall be made directly to the Consultant within
thirty (30) days following each Applicants' and the City's receipt of a notice of District's
approval of Consultant's invoices. Said District notice may be delivered by email, mail or
in person. District is merely receiving notification of, and acknowledging receipt of, the
completion of work and associated invoicing, and shall not be liable for Applicants' or
the City's share of the Agencies' Equal Payment, if applicable, percentage of
Consultant's compensation. Applicants shall not make any payments of compensation
to Consultant regarding this Agreement without first receiving the notice of District's
approval of Consultant's invoices. District's payment of compensation shall be made
directly to the Consultant within thirty (30) days following its approval of Consultant's
invoices.
This is a maximum fee contract and services and allowable reimbursable
expenses may only be billed until the Maximum Fee, as specified in this Agreement, is
reached. For performance of all services, upon approval by the District, Agencies shall
pay Consultant their fifty-eight (58) percentage of the fee and Applicants shall pay
Consultant their twenty-one (21) percentage of the fee on a time and materials basis
(Consultant's hourly rates pursuant to this Agreement and allowable reimbursable
expenses). All Consultant hours shall be incurred and paid at the hourly rates specified
in this Agreement.
Page 7 of 28
1 7'P G F 7
6. Modification or Amendment to Scope of Work
The Scope of Work may be modified from time to time by the written
agreement of all Parties, which may be subject to Board of Port Commissioners'
approval. Any and all modifications to the Scope of Work shall be memorialized in
writing, executed by all Parties, and attached as a sequentially numbered exhibit to this
Agreement. Any and all modifications to the Scope of Work shall include and specify, in
detail, the required time frames, completion dates, scope of work, Deliverables and a
compensation schedule, and shall be governed by all the terms, conditions and
obligations contained in this Agreement; provided, however, if a conflict exists between
the Scope of Work or any modifications thereto, the content of this Agreement shall
control.
Once an EIR Project Description is finalized, as evidenced by the Project
Description Notice, if any Party causes revisions to the EIR Project Description, the cost
of those out of scope revisions shall be solely borne by the Party requesting the
revisions. The Project Description Notice shall be submitted to the Consultant no later
than six (6) months after execution of this Agreement by all the Parties.
7. Authorization to Proceed
Authorization to Consultant to proceed for services in the Scope of Work
shall only occur by request from any of the following District positions:
Executive Vice President
Assistant Vice President, Real Estate Development
Assistant Vice President, Planning and Green Port
Principal, Development Services
Principal, Planning and Green Port
Senior Planner
Associate Planner
Assistant Planner
This list of District employees may be modified from time to time by District's Executive
Director or designee.
Page 8 of 28
8. Administrative Representatives
The following individuals have been designated as the contract administrator for
their respective Party (Administrators) and are authorized by said Party to represent
them in the routine administration of this Agreement.
District Anna Buzaitis, Program Manager and Lesley Nishihira, Principal,
Planning & Green Port
City Brad Raulston, Deputy City Manager and Raymond Pe, Principal
Planner
Consultant Kathie Washington, Senior Project Manager
Pasha John Pasha, Senior Vice President
GB Capital Gregory W. Boeh
9. Communication
Consultant shall coordinate technical information requests and data transfer related
to the Balanced Plan and Proposed Project through the District's Planning and Green Port
Department, and shall keep District informed of any significant events. The District, in its
sole and absolute discretion, may share said significant information with the City and
Applicants; provided, however, the District shall disclose information related to significant
events to the City that is necessary for it to discharge its duty as a CEQA responsible
agency. The information acquired and developed by Consultant and any subcontractor(s)
shall be kept confidential for the benefit of District except what District directs to be
delivered to other regulatory agencies or third parties (other than subconsultants identified
in this Agreement). Consultant shall not disclose or communicate to the City or Applicants
or any third party (other than subconsultants identified in this Agreement) without the
District's prior written consent, which may be withheld in the District's sole and absolute
discretion the following items: (a) communication(s) between the District and the
Consultant, (b) any draft or final work products and supporting data, (c) District comments
to Consultant's draft work products and supporting data, and (d) other written materials,
including without limitation, notes and memorandum; provided, however, the District shall
disclose information and communications to the City that is necessary for it to discharge its
duty as a CEQA responsible agency. Consultant shall not communicate directly with the
Page 9 of 28
66 ,1 7n PAGE 9
City or Applicants or respond to any City or Applicants communications without the
District's prior written consent, which may be withheld in the District's sole and absolute
discretion.
10. Project Manager
The availability and active participation of a single qualified project manager (Project
Manager) will be required through the term of this Agreement. The Project Manager will be
Kathie Washington. Consultant must receive prior written approval by District's Assistant
Vice President of Planning and Green Port to substitute the Project Manager. Substitution
of the Project Manager without prior written approval shall be deemed an event of default.
11. Filing Fees
Agencies and Applicants shall be equally responsible for all fees associated with
the filing of all CEQA-related notices with the San Diego County Clerk's Office,
including, but not limited to, the Notice of Preparation, Notice of Completion, Notice of
Availability, Notice of Intent to Adopt, and Notice of Determination, for the Balanced
Plan and Proposed Project. Agencies and Applicants shall also be equally responsible
for all fees associated with publishing said notices in a publication(s) of general
circulation, pursuant to CEQA. Additionally, Agencies and Applicants shall be equally
responsible for California Department of Fish and Wildlife CEQA filing fees for the
Balanced Plan and Proposed Project. Payment of the fees specified in this Section 11
shall be made by check (made payable to "The San Diego County
Assessor/Recorder/Clerk") and provided to the District prior to the intended filing
date(s). Any filing fee -related costs incurred by Consultant shall be reimbursed equally
by Agencies and Applicants.
12. Subcontractors
It is agreed that it may be necessary for Consultant to subcontract for the
performance of certain services for Consultant to perform and complete the required
services pursuant to this Agreement, including the Scope of Work; provided, however, any
subcontractor, other than those cited in Sections 12.1 through 12.2 below, shall be subject
to prior written approval by the Assistant Vice President of Planning and Green Port of the
District. Any and all agreements for the subcontractor services shall be between
Consultant and subcontractors only and it is understood and agreed by the Parties that at
Page 10 of 28
no time and under no circumstances shall District be a party to any such agreement.
Consultant will be solely liable to subcontractor(s) for any and all compensation due under
any agreement between Consultant and subcontractor(s). Irrespective of any
subcontractors, the Consultant shall, at all times, remain primarily responsible for any and
all services required under this Agreement, including the Scope of Work. Consultant shall
insure that its subcontractors satisfy all substantive requirements for the work set forth by
this Agreement, including, but not limited to, the insurance and indemnification. Consultant
shall (a) cause each of its subcontractors to procure insurance as required by this
Agreement and, except for workers compensation insurance, to name the Agencies and
Applicant as additional insureds with waiver of subrogation; (b) require each of its
subcontractors to defend, indemnify and hold harmless Agencies and Applicant to the
same extent that Consultant is obliged to do under this Agreement; and (c) shall require
that each of its subcontractors satisfy all substantive requirements for the work set forth by
this Agreement, including, but not limited to, the insurance and indemnification; provided,
however, that Consultant shall remain fully liable to the District to perform all services
required by this Agreement, including any modifications hereto, and each Scope of Work
issued pursuant to this Agreement.
12.1 It is agreed that Chen Ryan shall provide professional services for
transportation, circulation and parking analyses.
12.2 It is agreed that MTS shall provide professional services for marine
biological resources analyses.
13. Document Access
The Agencies and Applicants shall provide to Consultant, through District, for the
use by Consultant and District, such documents or copies of such documents requested
by Consultant, within the possession of the Agencies and Applicants, or reasonably
available to the Agencies and Applicants, as needed by Consultant in performing the
services required of Consultant.
14. Access to the Proposed Project Site
Applicants, City and/or District shall facilitate entry and access to the Balanced
Plan and Proposed Project sites for Consultant to perform any tests, surveys or
reconnaissance necessary to deliver the Consultant services pursuant to this
Page 11 of 28
! ' _7 n PAGE ' _1
Agreement. Consultant shall properly repair any damage to the Balanced Plan and
Proposed Project sites and any property located thereon that result from such entry,
access and activities conducted at the Balanced Plan and Proposed Project sites.
Consultant shall indemnify, defend, and hold Applicants, City and District harmless from
any loss, cost, damage, expenses, claims, and liabilities in connection with or arising
from such entry, access and activities conducted at the Balanced Plan and Proposed
Project sites.
15. Public Statements
All public statements and releases to the news media shall be the responsibility
of the Agencies and Applicants. Consultant shall not publish or release news items,
articles or present lectures on the Balanced Plan and Proposed Project, either during
the course of the study or after its completion, except upon written concurrence of the
Agencies and Applicants for their respective components of the Balanced Plan and
Proposed Project.
16. Stop Work Orders
In the event that the Agencies or Applicants fail to pay the Consultant the
amounts specified in the Consultant invoice pursuant to the timeframe in this
Agreement, the District shall advise the City and Applicants of such nonpayment and
allow them to pay within 5 business days. Thereafter, if less than full payment is
received by Consultant, the District may, in its sole and absolute discretion, refuse to
commence or stop processing any and all entitlements, applications or CEQA analysis
for the Balanced Plan or Proposed Project.
17. Detail Examination Not Represented
Payment by Agencies or Applicants pursuant to this Agreement does not
represent that District has made (a) an examination, audit, or arithmetic verification of
the invoices and supporting documentation submitted for payment by Consultant, (b) an
inspection to check the quality or quantity of the work performed by Consultant, or (c) an
examination to ascertain how or for what purpose Consultant has used money
previously paid on account by Agencies or Applicants. Payment by Agencies or
Applicants pursuant to this Agreement does not constitute a waiver of claims against
Page 12 of 28
i 'ArF 1.2
Consultant by Applicants, City or the District, individually or collectively. Agencies or
Applicants may in their sole discretion withhold payments or seek reimbursement from
Consultant for expenses, costs of documentation and design, miscellaneous charges, or
other liabilities or increased costs incurred by Agencies or Applicants, which are the
fault of or as the result of work performed or negligent conduct by or on behalf of
Consultant. Upon five-day written notice to Consultant, Agencies and Applicants shall
have the right to an estimate of expenses, design costs, miscellaneous charges, or
other liabilities or increased costs and to cause Consultant to pay the same and the
amount due Consultant under this Agreement or the whole or so much of the money
due or to become due to Consultant under this Agreement as may be considered
reasonably necessary by Agencies or Applicants shall be retained by Agencies or
Applicants until such expenses, documentation design costs, miscellaneous charges, or
other liabilities or increased costs have been corrected or otherwise disposed of by
Consultant at no expense to Agencies or Applicants. If such expenses, costs of
documentation and design, miscellaneous charges, or other liabilities or increased costs
are not corrected or otherwise disposed of at no expense to Agencies or Applicants
prior to completion date of the Agreement, Agencies and Applicants are authorized to
pay, upon the approval of District, for such expenses, documentation and design costs,
miscellaneous charges, or other liabilities or increased costs from the Retainer or to
seek reimbursement of same from Consultant. It is the express intent of the Parties that
this Section 17 is to protect the Agencies and Applicants from loss because of conduct
by or on behalf of Consultant.
18. Records Retention
In accordance with generally accepted accounting principles, Consultant shall
maintain full and complete records of the costs of services performed under this
Agreement. Such records shall be available for inspection solely by the District at all
reasonable times in the City of San Diego and such records shall be kept for at least
three (3) years after the termination of this Agreement, unless otherwise requested in
writing by the District or the City. Consultant shall adhere to the District's and City's
document retention policies and procedures. The retention policies shall apply without
Page 13 of 28
6 1 7n RG F i. n
limitations to communications, drafts of work product and supporting data and all other
written materials.
19. Duty of Care
Consultant represents that the services shall be performed, within the limits
prescribed by District, in a manner consistent with the level of care and skill ordinarily
exercised by other industry professional consultants under similar circumstances at the
time the services are performed. Additionally, services provided must be conducted in a
manner consistent with current laws, ordinances, regulations, policies or guidelines of
Federal, State, regional and local planning and environmental regulatory agencies.
20. Compliance with Laws
In the performance of this Agreement, Consultant, its subconsultants and
subcontractors, shall comply with the California Fair Employment and Housing Act and
all other Federal, State, regional and local laws, including without limitation laws
prohibiting discrimination because of race, color, national origin, religion, age or sex or
handicap.
21. Independent Analysis
Consultant shall provide the services required by this Agreement and arrive at
conclusions with respect to the rendition of information, advice or recommendations,
independent of the control and direction of District, other than normal contract
monitoring. Consultant shall possess no authority with respect to any District decision
beyond rendition of such information, advice, or recommendations. Under no
circumstances, shall the Consultant be directed or controlled by the City or Applicants.
22. No Assignment
This is a professional services agreement between the Parties and Consultant
shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or
obligations under this Agreement without the express written consent of Executive
Director of District or his/her designee.
23. Indemnify, Defend, Hold Harmless
The provisions of this Section 23 shall survive the termination or expiration of this
Agreement.
23.1 Duty to Indemnify, Duty to Defend and Hold Harmless: To the
Page 14 of 28
'�_ P 6 = ' u
fullest extent provided by law, Consultant agrees to defend, indemnify and hold
harmless the Agencies and the Applicants, and their respective officials, officers,
employees, agents and representatives (collectively, Indemnitees) from any claim,
demand, liability, loss, action, damage, cost, expense (including all attorneys' fees and
consultant/expert fees), award, fine, penalty or judgment, including but not limited to,
damage to property, the loss or loss of use thereof, or injury or death to any person,
including Consultant's officers, employees, agents, representatives, and subcontractors,
(Claim), arising out of, resulting from, or in any way related to the performance of
services by Consultant as provided for in this Agreement, or failure to act by Consultant,
its officers, employees, agents, representatives, and subcontractors. The Consultant's
duty to defend, indemnify, and hold harmless shall not include any Claim arising from
the sole negligence or willful misconduct of the District, Applicants or City, or their
respective officials, officers, employees, agents, representatives, and subcontractors.
Any party, except for the Consultant (Claiming Party), may bring a Claim to recover
actual reasonable costs expended by said Claiming Party or the actual and direct
damages, which shall exclude consequential damages, against the party that is found
solely negligent or engaged in the willful misconduct that results in the discharge of the
Consultant from its duty to indemnify, defend and hold harmless; provided, however,
such a Claim may not be brought if no actual or direct damage occurs to the Claiming
Party from the Consultant's discharge of its duty to indemnify, defend and hold
harmless.
23.2 The Consultant further agrees that the duty to indemnify, and the
duty to defend the Indemnitees as set forth in Section 23, requires that Consultant pay
all reasonable attorneys' fees and costs the Indemnitees incur associated with or
related to enforcing the indemnification provisions, and defending any Claim arising
from the services of the Consultant provided for in this Agreement.
23.3 Each Indemnitee shall promptly notify the Consultant and the
respective other parties of its receipt of any Claim.
23.4 Each Indemnitee may, at its own election, conduct its defense, or
participate in the defense of any Claim related in any way to this Agreement and
services provided thereunder. If District or City, respectively, choose at their own
Page 15 of 28
RR 1 7r4 A F
election to conduct their own defense, participate in their own defense or obtain
independent legal counsel in defense of any Claim arising from the services of
Consultant provided for in this Agreement, Consultant agrees to pay all reasonable
attorneys' fees and experts' fees, and all costs incurred by District and the City,
respectively.
24. Indemnity of District and City by Applicants
The provisions of this Section 24 shall survive the termination or expiration of this
Agreement.
24.1 Applicants acknowledge and agree to defend, indemnify and hold
harmless the District and City ("Public Indemnitees") from any litigation, claim, action,
proceeding, losses, damage, cost, expense (including, without limitation, all attorneys'
fees and consultant/expert fees), award, fine, penalty or judgment arising out of,
resulting from, or in connection with: (a) the review, analysis or approval(s) related to
the Balanced Plan and Proposed Project, including, but not limited to all specifications,
plans, and reports (b) any third party challenges to an environmental document,
mitigation and/or monitoring plan, or determinations conducted and adopted pursuant to
CEQA for the Balanced Plan and Proposed Project, (c) any third party challenges to any
permits and other approvals, including, but not limited to approvals of coastal
development permit, Port Master Plan Amendments, concept design, working drawings,
leases, options to lease, subleases, assignments and assumption agreements,
easements, Tideland Use and Occupancy Permits, letter agreements, memorandum of
understanding, operating contracts, estoppel certificates, exclusive right to negotiate
agreements, and any and all amendments or addendum to the same for the Balanced
Plan and Proposed Project, (d) Applicants' development or operation of the Proposed
Project or use, occupancy, possession or operation of the Proposed Project sites,
including, but not limited to, actions involving prevailing wage laws, personal liability or
property damage, except, as to each Public Indemnitee, for litigation, claims, actions, or
proceedings that result from the sole negligence or willful misconduct by such Public
Indemnitee and (e) compensation to the Consultant for the performance of services
required by this Agreement. Applicants' obligation in this Section 24 shall not apply to
litigation, claim, action, proceeding, losses, damage, cost, expense (including, without
limitation, all attorneys' fees and consultant/expert fees), award, fine, penalty or
Page 16 of 28
6..73 PAGE 1_R
judgment arising out of, resulting from the District's or City's sole and active negligence
or willful misconduct; provided, however, the District may bring a Claim against the City
if the Applicants' duty to defend, indemnify, and hold harmless the District is discharged
due to the sole negligence or willful misconduct of the City or its officials, officers,
employees, agents, representatives, and subcontractors and the City may bring a Claim
against the District if the Applicants' duty to defend, indemnify, and hold harmless the
City is discharged due to the sole negligence or willful misconduct of the District or its
officials, officers, employees, agents, representatives, and subcontractors.
24.2 The District and City may, in their sole and absolute discretion and
in good faith, participate in the defense of any litigation, claims, actions, and
proceedings and the Applicant's shall reimburse District and City for the costs of
defense incurred by the District or City, including, but not limited to reimbursement for
outside attorneys' and experts' fees and other costs, which the District or City may
choose in their absolute and sole discretion. The District's and City's participation shall
not relieve the Applicants of any of their obligations under this Section 24.
24.3 The District and City shall promptly notify the Applicants and the
respective other Party of their receipt of any Claim.
24.4 This Section 24 and the other obligations of Applicants under this
Agreement are independent of, and in addition to, the obligations of Applicants under
any existing lease(s), Tidelands Use and Occupancy Permit(s), or other contractual
agreement(s) with the District or City, and are binding upon Applicants, its agents,
representatives, successors and assigns.
25. Prevailing Wage Indemnity
Consultant acknowledges and agrees that: (a) it is the sole and exclusive
responsibility of Consultant, and not the District, City or Applicants, to ensure that all
persons and/or entities who provide any labor, services and/or equipment in connection
with this Agreement and services conducted hereunder, shall comply with the
requirements of California's prevailing wage laws (PWL) to the extent such laws are
applicable and (b) it is the sole and exclusive responsibility of Consultant, and not the
District, City or Applicants, to determine whether the services provided pursuant to this
Page 17 of 28
RR 1_ pAn F 1_ 7
Agreement are subject to the PWL by obtaining a determination by means that do not
involve the District, City or Applicants. If the services provided pursuant to this
Agreement are determined to be subject to the PWL, Consultant shall comply with all
applicable provisions of the PWL, and shall take reasonable steps to ensure that all
persons and/or entities who provide any labor, services, equipment and/or materials in
connection with the services provided pursuant to this Agreement shall likewise comply
with all applicable provisions of the PWL.
Consultant further acknowledges and agrees that Consultant's failure to comply
with all applicable provisions of the PWL, and failure to take reasonable steps to ensure
that all persons and/or entities who provide any labor, services, equipment and/or
materials in connection with the services provided pursuant to this Agreement comply
with all applicable provisions of the PWL, shall render Consultant, and not the District,
City or Applicants, liable for all remedies (inclusive of all applicable fines and penalties),
afforded by law as a consequence of such non-compliance. Consultant expressly
agrees to defend, indemnify and hold the District Indemnities, City Indemnities, and
Applicants harmless, from any claim, demand, liability, loss, damage, cost, expense
(including all attorneys' and consultant/expert fees), award, fine, penalty or judgment
arising out of, in connection with, or in any way related to the PWL (collectively, PWL
Claim), except for any PWL Claim arising out of the sole negligence or willful
misconduct of the District, City, or Applicants.
26. Insurance Requirements
Pasha and GB Capital shall continue to provide in full force and effect all insurance
required under their leases or other agreements with the District.
Consultant shall, at all times during the term of this Agreement, maintain, at its
expense, the following minimum levels and types of insurance:
26.1 Commercial General Liability (including, without limitation,
Contractual Liability, Personal Injury, Advertising Injury, and
Products/Completed Operations) coverages, with coverage at least
as broad as Insurance Services Office Commercial General Liability
Coverage (occurrence Form CG 0001) with limits no less than one
Page 18 of 28
. 7 3 pArram. i
million dollars ($1,000,000) per Occurrence and two million dollars
($2,000,000) Aggregate for bodily injury, personal injury and
property damage.
(a) The deductible or self -insured retention on this Commercial
General Liability shall not exceed $5,000 unless District has
approved of a higher deductible or self -insured retention in
writing.
(b) The Commercial General Liability policy shall be endorsed to
include the District, Applicants and City; their respective
agents, officers and employees as additional insureds in the
form as required by the District, Applicants and City. An
exemplar endorsement is attached (Exhibit C, Certificate of
Insurance, attached hereto and incorporated herein).
(c) The coverage provided to the District, Applicants and City,
as additional insureds, shall be primary and any insurance or
self-insurance maintained by the District, Applicants and City
shall be excess of the Service Provider's insurance and shall
not contribute to it.
(d) The Commercial General Liability policy shall be endorsed to
include a waiver of transfer of rights of recovery against the
District, Applicants and City ("Waiver of Subrogation").
26.2 Commercial Automobile Liability (Owned, Scheduled, Non -Owned,.
or Hired Automobiles) written at least as broad as Insurance
Services Office Form Number CA 0001 with limits of no less than
one million dollars ($1,000,000) combined single limit per accident
for bodily injury and property damage.
26.3 Workers' Compensation, statutory limits, is required of the Service
Page 19 of 28
s i 73 PAGE " _ 9
Provider and all sub -consultants (or be a qualified self -insured)
under the applicable laws and in accordance with "Workers'
Compensation and Insurance Act", Division IV of the Labor Code of
the State of California and any Acts amendatory thereof.
Employer's Liability, in an amount of not less than one million
dollars ($1,000,000) each accident, $1,000,000 disease policy limit
and $1,000,000 disease each employee. This policy shall be
endorsed to include a waiver of subrogation endorsement, where
permitted by law.
26.4 Professional Liability Insurance in the amount of one million dollars
($1,000,000) per claim and one million dollars ($1,000,000)
aggregate. All coverages under this section shall be effective as of
the effective date of this Agreement or provide for a retroactive date
of placement that coincides with the effective date of this
Agreement.
26.5 Umbrella or Excess Liability insurance with limits no Tess than one
million dollars ($1,000,000) per occurrence and aggregate. This
policy must provide excess insurance over the same terms and
conditions required above for the General Liability, Automobile
Liability and Employer's Liability policies.
Consultant shall furnish District, Applicants and City with certificates of
insurance coverage for all the policies described above upon execution of this
Agreement and upon renewal of any of these policies. A Certificate of Insurance
in a form acceptable to the District, Applicants and City, an exemplar Certificate
of Insurance is attached as Exhibit C and made a part hereof, evidencing the
existence of the necessary insurance policies and endorsements required shall
be kept on file with the District and City. Except in the event of cancellation for
non-payment of premium, in which case notice shall be 10 days, all such policies
Page 20 of 28
1 -7fA PAGE 91)1
must be endorsed so that the insurer(s) must notify the District and City in writing
at least 30 days in advance of policy cancellation. Consultant shall also provide
notice to District, Applicants and City prior to cancellation of, or any change in,
the stated coverages of insurance.
The Certificate of Insurance must delineate the name of the insurance
company affording coverage and the policy number(s) specifically referenced to
each type of insurance, either on the face of the certificate or on an attachment
thereto. If an addendum setting forth multiple insurance companies or
underwriters is attached to the certificate of insurance, the addendum shall
indicate the insurance carrier or underwriter who is the lead carrier and the
applicable policy number for the CGL coverage.
Furnishing insurance specified herein by the District, Applicants and City
will in no way relieve or limit any responsibility or obligation imposed by the
Agreement or otherwise on Consultant or Consultant's sub -contractors or any tier
of Consultant's sub -contractors. District, Applicants and City shall reserve the
right to obtain complete copies of any of the insurance policies required herein.
Special Instructions:
Send Insurance Certificates and Endorsements to:
San Diego Unified Port District
c/o Ebix BPO
P. O. Box 12010-3
Hemet, CA 92546-8010
--OR--
email to: sdupd(a�prod.certificatesnow.com
Raymond Pe
Principal Planner, Community Development Department
City of National City
Page 21 of 28
6c -n PAriF 7'1
1243 National City Boulevard
National City, CA 91950
AND
John Pasha, Senior Vice President
1309 Bay Marina Drive
National City, CA 91950
AND
GB Capital Holdings
Attn: Gregory W. Boeh
3201 Marina Way
National City, CA 91950
27. Conflict of Interest
Consultant may not conduct or solicit any business for any Party, or for any third
party, which may be in conflict with the Consultant's responsibilities and obligations
under this Agreement or under the law as it related to the scope of work of this
Agreement.
28. Independent Capacity
Consultant, and any officers, employees, agents, representatives, and
subcontractors of Consultant, shall act in an independent capacity and not as officers,
employees, agents, or representatives of District, Applicants or City. District, Applicants
and City assume no liability for the Consultant's actions and performance, nor assume
responsibility for taxes, bonds, payments or other commitments, implied or explicit, by
or for the Consultant. Consultant shall not have authority to act as an agent on behalf of
the District, Applicants or City unless specifically authorized to do so in writing.
Consultant acknowledges it is aware that, because it is an independent contractor,
District, Applicants and City are not making any deductions from its fee and is not
contributing to any fund on its behalf. Consultant disclaims the right to any fee or
benefits except as expressly provided for in this Agreement.
Unless specifically authorized in writing by District, neither Consultant nor
Applicants shall have the authority to act as District's agent to bind District to any
contractual agreements whatsoever. Unless specifically authorized in writing by City,
neither Consultant nor District shall have the authority to act as City's agent to bind the
Page 22 of 28
tR1 7 PA E 2
City to any contractual agreements whatsoever except as provided for in this
Agreement.
29. Ambiguities Not Held Against the Drafter
This Agreement has been freely and voluntarily negotiated by all Parties and the
Parties are aware that they have the right to be advised by counsel with respect to the
negotiations, terms and conditions of this Agreement, and that the decision of whether
or not to seek the advice of counsel with respect to this Agreement is a decision which
is the sole responsibility of each of the Parties. This Agreement shall not be construed
in favor of or against any Party by reason of the extent to which each Party participated
in the drafting of the Agreement. The formation, interpretation and performance of this
Agreement shall be governed by the laws of the State of California, excluding its conflict
of laws rules.
30. Property of the District and City
Any and all materials and documents, including without limitation drawings,
specifications, computations, designs, plans, investigations and reports, prepared by
Consultant (collectively, Materials) pursuant to this Agreement, shall be the property of
District from the moment of their preparation and the Consultant shall deliver such
materials and documents to District at the District administrative office building
whenever requested to do so by District; provided, however, Consultant shall have the
right to make duplicate copies of such materials and documents for its own file or other
purposes as may be expressly authorized in writing by District. Said materials and
documents prepared or acquired by Consultant pursuant to this Agreement (including
any duplicate copies kept by the Consultant) shall not be shown to any other public or
private person or entity, including the City and Applicants, except as authorized in this
Agreement or by District in writing or as required by law. Upon request by the City and
within a reasonable amount of time, the District shall share with the City the Materials
obtained from the Consultant related to the Proposed Projects within the City.
Consultant shall not disclose to any other public or private person or entity, including the
City and Applicants, any information regarding the activities of District, except as
authorized in this Agreement or expressly authorized in writing by District.
Page 23 of 28
i 7r4 PAsiF 23
In the event of termination of this Agreement, and upon demand of District, the
Consultant shall deliver to District, all field notes, surveys, studies, reports, plans,
drawings and all other materials and documents prepared or retrieved by the Consultant
in performance of this Agreement, and all such materials shall be the property of
District; provided, however, Consultant may retain copies for its own file or other
purposes as may be expressly authorized in writing by District. In the event of
termination of this Agreement, upon request by the City and within a reasonable amount
of time, the District shall deliver to the City the Materials obtained from the Consultant
related to the Proposed Projects within the City.
31. Termination of Agreement
In addition to any other rights and remedies allowed by law, the Executive
Director of District may terminate this Agreement at any time with or without cause by
giving five (5) days written notice to Consultant and the Parties of such termination and
specifying the effective date thereof. In that event, all finished or unfinished documents
and other materials shall at the option of District be delivered by Consultant to District at
the District administrative office building. Termination of this Agreement by Executive
Director of District as provided in this Section shall release Agencies and Applicants
from any further fee or claim hereunder by Consultant other than the fee earned for
services which were performed prior to notice of termination and allowable reimbursable
expenses which were incurred prior to notice of termination but not yet paid. Said fee
shall be calculated and based on the hourly rate schedule pursuant to this Agreement,
including, but not limited, to the Scope of Work.
Consultant expressly waives any and all claims for damage or compensation
arising under this Agreement, except as set forth herein, in the event of a termination.
32. Notice
Unless otherwise specifically provided herein, all notices, demands or other
communications given hereunder shall be in writing and any and all such notices or any
payments shall be deemed to have been duly delivered upon personal delivery, the next
weekday after overnight delivery (e.g., Federal Express, UPS) or as of the fifth (5th)
calendar day after mailing by United States mail, certified, return receipt requested,
Page 24 of 28
R 1 i PASF 21.1
postage prepaid, addressed as follows:
If to District:
Assistant Vice President, Planning & Green Port
San Diego Unified Port District
P. O. Box 120488
San Diego, CA 92112-0488
If to City:
Brad Raulston, Deputy City Manager
City of National City
1243 National City Boulevard
National City, CA 91950
If to Pasha:
John Pasha, Senior Vice President
1309 Bay Marina Drive
National City, CA 91950
If to GB Capital:
GB Capital Holdings
Attn: Gregory W. Boeh
3201 Marina Way
National City, CA 91950
If to Consultant:
Kathie Washington
ICF Jones & Stokes, Inc.
525 B St #1700
San Diego, CA 92101
or to such other address or to such other person as any Party shall designate in writing
to the Parties.
33. Exhibits
All exhibits referenced herein and attached hereto are a part of this Agreement.
Page 25 of 28
61 7R. PAGE
34. Capacity of Parties
Each signatory and Party to this Agreement warrants and represents to the other
Parties that it has the legal authority, capacity and direction from its principal(s) to enter
into this Agreement and that all resolutions or other actions have been taken so as to
enter into this Agreement.
35. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the law
of the State of California. Any action at law or in equity brought by one or more of the
Parties hereto arising under or relating to this Agreement shall be brought only in the
federal or state courts located in San Diego County, State of California and the Parties
hereby waive all provisions of law providing for a change in venue in such action or
proceeding to any other county or state.
36. Counterparts
This Agreement may be executed in more than one counterpart, each of which
shall be deemed to be an original but all of which, when taken together shall constitute
but one instrument.
37. Severability
If any portion of this Agreement or application thereof to any Party or
circumstances is declared invalid by a court of competent jurisdiction, or is in
contravention of any Federal, State, regional or local law, statute, ordinance or
regulation, the remaining provision of this Agreement or the application thereof shall not
be invalidated thereby and shall remain in full force and effect, and to that extent the
provisions of this Agreement are declared severable. However, if the invalidated portion
of this Agreement affects the intent of the Parties regarding the Agreement as a whole,
the Parties shall negotiate in good faith to amend, modify, or supplement this
Agreement to implement and give effect to the intentions of the Parties.
38. Headings
The captions and headings in this Agreement are for convenience only and shall
not define or limit the provisions of this Agreement.
39. Modification or Waiver
No course of dealing or failure or delay, nor the single failure or delay, or the
Page 26 of 28
PAGE- .6
partial exercise of any right, power or privilege, on the part of the Parties shall operate
as a waiver of any rights of this Agreement. No waiver of any default by any Party shall
be deemed to be a waiver of any other default or subsequent default. Waiver of breach
of any provision of this Agreement shall not be deemed a waiver of any other breach or
subsequent breach. The making or the acceptance of a payment by any of the Parties
with or without knowledge of the existence of a default or breach shall not operate or be
construed to operate as a waiver of any such default or breach. No modification or
waiver of any provision of this Agreement shall be effective unless the same shall be in
writing and signed by all Parties, and then shall be valid only in the specific instance and
for the purpose for which it was given.
40. No Additional Beneficiaries
Despite the fact the required performance under this Agreement may have an
effect upon persons not parties to this Agreement, the Parties specifically intend no
benefit, and agree that no performance may be enforced by any person not a party to
this Agreement. Notwithstanding the foregoing, this is a three party Agreement and the
District is an express third party beneficiary of the promises of Consultant to provide
services paid for by Applicant.
41. Entire Agreement
This Agreement contains the entire agreement among the Parties and
supersedes all prior negotiations, discussions, obligations and rights of the Parties in
respect of each other regarding the subject matter of this Agreement. There is no other
written or oral understanding between the Parties. No modification, amendment or
alteration of this Agreement shall be valid unless it is in writing and signed by the
Parties.
42. Effective Agreement Upon Signature
It is an express condition of this Agreement that said Agreement shall not be
complete nor effective until signed by either the Executive Director or authorized
designee on behalf of District and by all other Parties.
Page 27 of 28
6617S PAGE 77
DATED: Fbt.iar 215 2o17
Approved as to form and legality: SAN DIEGO UNIFIED PORT DISTRICT
GENERAL COUNSEL
By: Deputy General Co
By
JASON H. GIFFEN
Assistant Vice President
Planning and Green Port
Approved as to form and legality: CITY OF NATIONAL CITY,
a Municipal Corporation of the State of California
CITY ATTORNEY
By
By: GEORGE H. EISER, III BRAD RAULSTON
Interim City Attomey Deputy City Manager
ICF JONES & STOKES, INC.,
a Delaware Corporation
By
PASHA AUTOMOTIVE SERVICES,
a California Corporation
By
GB CAPITAL HOLDINGS,
a Limited Liability Corporation of the State of
Califomia
By
Page 28 of 28
DATED: F.PbrU 1rc� 21 +, 2017
Approved as to form and legality: SAN DIEGO UNIFIED PORT DISTRICT
GENERAL COUNSEL
By
By: Deputy General
N H. GIFFEN
tant Vice President
Planning and Green Port
Approved as to form and legality: CITY OF NATIONAL CITY,
CITY ATTORNEY
a Municipal Corporation of the State of California
By
By: GEORGE H. EISER, III BRAD RAULSTON
Interim City Attorney Deputy City Manager
ICF JONES & STOKES, INC.,
a Delaware Corporation •
By
PASHA AUTOMOTIVE SERVICES,
a California Corporation
By
GB CAPITAL HOLDINGS,
a Limited Liability Corporation of the State of
California
By
Page 28 of 28
6IR1 7 PAGE 2q
DATED: , 2017
Approved as to form and legality: SAN DIEGO UNIFIED PORT DISTRICT
GENERAL COUNSEL
By: Deputy General Counsel
Approved as to form and legality:
CITY ATTORNEY a Municipal Corporation he State of California
By
JASON H. GIFFEN
Assistant Vice President
Planning and Green Port
CITY OF NATIONAL CITY,
i' - ) -oat, itt By
By: GEORGE H. EISER, III 'BRAD'RAULSTON
Interim City Attorney Deputy City Manager
ICF JONES & STOKES, INC.,
a Delaware Corporation
By
PASHA AUTOMOTIVE SERVICES,
a California Corporation
By
GB CAPITAL HOLDINGS,
a Limited Liability Corporation of the State of
California
By
Page 28 of 28
39. Modification or Waiver
No course of dealing or failure or delay, nor the single failure or delay, or the
partial exercise of any right, power or privilege, on the part of the Parties shall operate
as a waiver of any rights of this Agreement. No waiver of any default by any Party shall
be deemed to be a waiver of any other default or subsequent default. Waiver of breach
of any provision of this Agreement shall not be deemed a waiver of any other breach or
subsequent breach. The making or the acceptance of a payment by any of the Parties
with or without knowledge of the existence of a default or breach shall not operate or be
construed to operate as a waiver of any such default or breach. No modification or
waiver of any provision of this Agreement shall be effective unless the same shall be in
writing and signed by all Parties, and then shall be valid only in the specific instance
and for the purpose for which it was given.
40. No Additional Beneficiaries
Despite the fact the required performance under this Agreement may have an
effect upon persons not parties to this Agreement, the Parties specifically intend no
benefit, and agree that no performance may be enforced by any person not a party to
this Agreement. Notwithstanding the foregoing, this is a three party Agreement and the
District is an express third party beneficiary of the promises of Consultant to provide
services paid for by Applicant.
41. Entire Agreement
This Agreement contains the entire agreement among the Parties and
supersedes all prior negotiations, discussions, obligations and rights of the Parties in
respect of each other regarding the subject matter of this Agreement. There is no other
written or oral understanding between the Parties. No modification, amendment or
alteration of this Agreement shall be valid unless it is in writing and signed by the
Parties.
42. Effective Agreement Upon Signature
It is an express condition of this Agreement that said Agreement shall not be
complete nor effective until signed by either the Executive Director or authorized
designee on behalf of District and by all other Parties.
Page 27 of 28
DATED: Ftbruar 215?2O17
Approved as to form and legality: SAN DIEGO UNIFIED PORT DISTRICT
GENERAL COUNSEL
By:
eputy Genersel
Approved as to form and legality:
CITY ATTORNEY
N H. GIFFEN
stant Vice Presid
nning and Green Port
CITY OF NATIONAL CITY,
a Municipal Corporation
--0110
4:eviLiki
r) By .illii;
.�•
By: GEORGE H. EISER, III . a 'rA ULSTON
Deputy City Manager
Interim City Attorney
he State of California
ICF JONES & STOKES, INC.,
a Delaware Corporation
By
PASHA AUTOMOTIVE SERVICE
a California Corporation
By
GB CAPITAL HOLDINGS,
a Limited Liability Corporation of the State of
California
By
Page 28 of 28
ISR1 7n P SIE. n
DATED: //// , 2017
Approved as to form and legality: SAN DIEGO UNIFIED PORT DISTRICT
GENERAL COUNSEL
By: Deputy General
By
JASON H. GIFFEN
Assistant Vice President
Planning and Green Port
Approved as to form and legality: CITY OF NATIONAL CITY,
CITY ATTORNEY
a Municipal Corporation of the State of California
By
By: GEORGE H. EISER, III BRAD RAULSTON
Interim City Attorney Deputy City Manager
ICF JONES & STOKES, INC.,
a Delaware Corporation
By
PASHA AUTOMOTIVE SERVICES,
a California Corporation
By
GB CAPITAL HOLDINGS,
a Limited Liabil. Corporation pf the State of
California
By
Page 28 of 28
6_61 n PAGE f.31.
Marina District and Balanced
— I Land Use Plan
am Tidelands Avenue Closure Project
GB Capital Project
Pasha Rail Project
City Program
• • • Route 1
• • ■ Route 2
4' 4 Route 3
W 28
EIR Project Components
Exhibit A
BAY MARINA DR
National
Distribution
Center
W 16TH ST
NO ST
W 28TH ST
ALLEY
TH ST Q
w
0
0
OFF Rq
P RA
66173 PAGE
EXHIBIT B — SCOPE OF WORK
Environmental Impact Report for
National City Bayfront Projects and Plan Amendments
The purpose of this work effort is for. ICF Jones & Stokes (Consultant) to prepare an
environmental impact report (EIR) for the National City Bayfront Projects and Plan Amendments
("Project" or "proposed project") to satisfy the requirements of the California Environmental
Quality Act (CEQA), as amended; the San Diego Unified Port District (District) Guidelines for
Compliance with CEQA (per Resolution #97-191); and any other relevant local plans,
regulations, or procedures. Consultant shall perform the services required under this Scope of
Work under the direction of the District's Planning & Green Port Department.
Based on the District, City of National City (City) and Consultant's understanding of the
proposed project pursuant to information provided by the District, City and Project Applicants,
the following scope of work, cost estimate, and schedule is provided to complete an EIR
necessary for the evaluation of potential environmental impacts associated with development of
the Project (see Exhibit A to this Agreement for the Project Description).
Major work tasks and work products are outlined below. It is expected that this Scope of .Work
and not -to -exceed fee shall cover all the tasks needed for Consultant to complete the EIR
process for the Project. In the event of any inconsistencies between the Agreement and this
Scope of Work, the terms and conditions of the Agreement shall prevail.
I. WORK PROGRAM
This Work Program consists of meetings and project management; technical studies; and
preparation of the draft EIR and final EIR, including screencheck versions. The Work Program
is divided into 15 main tasks, as described below.
Task 1 — Review Background Information
Consultant will review all relevant documents, technical studies, background information, and
applicable information in an effort to gather all the existing data and project information currently
available. This will help Consultant provide a thorough project description in Task 2 below and
streamline the analysis to prepare the Initial Study in Task 3 below. It is assumed that
documentation will be provided by the District or will be on file at the District for research
purposes.
Task 2 — Project Description
Using the information obtained from Task 1, Consultant will apply its understanding of the
existing conditions and operations, and any information provided by the District to prepare an
environmental setting and project description that meet all the requirements of CEQA.
The project description will contain sufficient detail on both the physical improvements and the
projected operations to ensure the technical analyses are clear on how the Project would
change the existing condition. During this task, Consultant will assist the District in preparing
project objectives that will help craft and evaluate alternatives to the Project later in the EIR
process. The objectives should not be overly narrow or broad, but should allow for a reasonable
range of alternatives that would reduce one or more significant impacts associated with the
Project.
Exhibit B — Scope of Work
Page 1 of 18
66 73 PAGE_ 33
Task 2 Deliverables — Draft and Final Project Description, including figures
Task 3 — Initial Study/Notice of Preparation
Consultant will prepare an Initial Study using Appendix G of the State CEQA Guidelines. The
purpose of the Initial Study will be to help the District determine the appropriate level of
environmental review and to help focus the analysis contained in the EIR. Based on the existing
conditions present at the project site and the likely impacts associated with the Project,
Consultant assumes the Initial Study will determine that there would be no significant impacts to
Agriculture and Forestry Resources, Mineral Resources, and Population/Housing. Therefore,
these issues will only be discussed in the Initial Study and summarized in the Effects Found Not
to Be Significant section of the EIR.
Consultant assumes the initial study will find that there is enough evidence to support a
potentially significant impact, and therefore a complete analysis in the EIR, for the following
resource areas:
Aesthetics and Visual Resources
Air Quality and Health Risk
Biological Resources
Cultural Resources
• Geologic Hazards and Soils
• GHG Emissions and Climate Change
• Hazardous Materials/Hazards
Hydrology and Water Quality
Land Use and Planning
Noise and Vibration
Public Services
Recreation
• Transportation/Traffic
• Utilities and Energy Use
Consultant will use the most recent District template to prepare a Notice of Preparation (NOP)
for the Project, followed by preparation of the Notice of Completion (NOC) for transmittal to the
State Clearinghouse (SCH). The NOP will meet all CEQA requirements, such as providing a
project location, a brief project description, the potentially significant environmental impacts,
dates for the scoping period, and the details of the scoping meeting.
The District will be responsible for the distribution and filing of the NOP. In lieu of printing hard
copies of the IS/NOP, Consultant recommends using the 2-page SCH summary form that can
be included in the SCH package along with the NOC and 15 CDs of the IS/NOP. Upon
completion of the public review period, Consultant will organize and catalog all comment letters
received on the NOP. The District will coordinate/lead the EIR Scoping Meeting to occur during
the public review period. Consultant will attend/participate in the scoping meeting with budget
provided in Task 14. In addition, Consultant will organize and catalog all comment letters
received on the NOP.
Task 3 Deliverables — Draft and Final IS and NOP, with project description and figures.
Up to 30 hard copies of Final IS and NOP
Task 4 — Technical Studies
Task 4 includes preparation of technical studies anticipated to be required to support the EIR
analysis and to comply with federal, state, and local requirements. Consistent with previous
Exhibit B — Scope of Work
Page 2 of 18
PAGE
guidance (including from the District, a standalone technical report is not necessary for analysis
prepared by Consultant (e.g., air quality, GHG emissions, noise, etc.) and the study's findings
will be incorporated directly into the Draft EIR, with technical support information (technical
emission calculation details and emissions calculations) provided as an appendix,to the EIR.
Task 4.1: Air Quality and Health Risk
Consultant will prepare an Air Quality and Health Risk technical study to support the EIR.
Construction and operation of the Project would result in criteria pollutant and toxic air
contaminant (TAC) emissions in different quantities than existing conditions. In evaluating the
project's contribution of criteria pollutant and TAC emissions relative to the existing setting,
Consultant will prepare an air quality and health risk technical study that describes the existing
air quality conditions and regulatory setting; a detailed methodology used to evaluate emissions
and air quality impacts; the Project's air quality impacts; and mitigation measures, to eliminate
any potentially significant air quality impacts in support of the EIR. The analysis will be
consistent with the requirements of the California Air Resources Board (ARB), the San Diego Air
Pollution Control District (SDAPCD), the County of San Diego (if deemed appropriate), the City
of National City, and District.
Construction mass emissions: Consultant will quantify, to the extent practicable, emissions
associated with construction of the land use reconfiguration, including demolition of structures
and roadways, installation of the connector track, changes to Pepper Park, and buildings and
structures to be constructed as part of the other Project components. Consultant will work with
the District and Project Applicants in developing a reasonable construction timeframe and
inventory of demolition and construction quantities, equipment and vehicle to be used, and
paving and earthwork quantities. Consultant will estimate emissions to extent feasible with an
approved modeling methodology, compare emissions to relevant thresholds of significance, and
prescribe mitigation measures to reduce or eliminate impacts, if necessary.
Operational mass emissions: Once constructed, the Project would result in a change in vehicle
traffic resulting from the expanded park, park/plaza, and commercial recreational uses.
Additionally, terminal activity may change slightly due to the addition of the connector track,
which would result some terminal storage buy may increase operational efficiency at the
terminal, thereby increase throughput. Consultant will estimate emissions to extent feasible with
an approved modeling methodology, compare emissions to relevant thresholds of significance,
and prescribe mitigation measures to reduce or eliminate impacts, if necessary.
Considerations Specific to the Pasha Connector Rail Track Component. The Connector Rail
Track component is similar to the connector track proposed as part of the Project in that it would
allow Pasha to increase rail car storage, on -site and allow for Pasha to build and operate a
second daily train on a given day. Based on Consultant's work previous EIRs at the NCMT,
building an additional train on -site and allowing an additional train to depart per day would
increase criteria pollutant and TAC emissions both on -site and throughout the region,
particularly along the train path. Moreover, because the NCMT is currently limited by its current
acreage and operational inefficiencies, increasing terminal efficiency by shifting some activity
from truck to rail may allow Pasha to increase terminal throughput and may increase the
numbers of vessels that call on NCMT throughout the year. Consultant will work with the District
and Pasha to determine the extent that operations at NCMT may increase, which may affect all
emissions sources associated with terminal operations. Consultant assumes construction would
be minimal, thus the majority of the emissions will be in terms of operations. Based on
Consultant's previous work at NCMT and at other projects around the District, Consultant will
estimate emissions from additional train activity and as well any associated emissions sources
Exhibit B — Scope of Work
Page 3 of 18
tS 7 PA E
(vessels, trucks, passenger vans, car processing) that may increase as a result of the Project.
Mitigation measures will be prescribed to reduce or eliminate impacts, if necessary.
Health Risk Assessment Construction and operation of the Proposed Project would result in
emissions of TACs, particularly associated with diesel fuel combustion in equipment during
construction and locomotive, truck, and terminal activity during operations. The connector track
would add new diesel activity (diesel locomotives) near sensitive uses at Pepper Park. If
adequate information is available to estimate TAC emissions and the location of both emission
sources and receptor locations, Consultant will prepare a health risk assessment (HRA) to
estimate potential health risks at nearby uses associated with the proposed project. If this
information is not available, Consultant will provide a high-level qualitative programmatic
assessment of the potential health risk, using information from Consultant's previous health risk
work at the District and using published health risk and screening guidance. In the event that
impacts are identified, Consultant will work with the District and/or Project Applicants to identify
mitigation designed to reduce or eliminate impacts.
CO Hotspots: For the assessment of localized carbon monoxide (CO) impacts, Consultant will
review data from the traffic impact assessment to determine the need for localized CO
modeling, consistent with the County of San Diego's CO hot -spot screening criteria. In the event
the screening analysis indicates a quantitative CO analysis is necessary, Consultant will use
peak hour intersection data, the CALINE4 dispersion model, and the latest version of ARB
emission factors (currently EMFAC 2014) to estimate CO concentrations at key intersections
analyzed in the transportation and circulation analysis. CO concentrations at up to five
intersections within the project area will be evaluated under all project conditions. CO impacts
will assessed by evaluating whether the proposed project meets the ambient air quality
requirements for localized pollutants by determining whether it causes or contributes to an
exceedance of state or federal CO standards.
Considerations Specific to GB Capital Project Component. The recreational uses associated
with the GB Capital Project would be placed near terminal operations that may pose a risk to
recreational visitors; an issue that could be exacerbated by installing the connector track that
could move TAC sources closer to the site. Consultant will estimate emissions from this
component with an approved modeling methodology and compare emissions generated from
this Project component and the Project as a whole to thresholds and identify mitigation as
appropriate. Because the connector track would potentially bring locomotive activity closer to a
site that park users will frequent, Consultant will provide a site -specific HRA that takes into
account TAC emissions from terminal operations as well as any TAC emissions that may occur
onsite. Considerations Specific to Program -Level Analysis of Potential Commercial
Development of Two National City -Owned Parcels. Although the area around the National City
parcels, which are located northeast of the intersection of Bay Marina Drive and Marina Way, is
not densely populated with residential uses, both gas stations and fast food restaurants are
sources of TAC emissions, which must be addressed in the EIR. The ARB recommends
avoiding siting sensitive land uses within 300 feet of a large gasoline dispensing facility (defined
as a facility with a throughput of 3.6 million gallons per year or greater), while a 50 foot
separation is recommended for typical gas dispensing facilities. Residences are approximately
350 feet north of the northern edge of the City -owned parcels, which is assumed to be a safe
distance. Therefore, the TAC analysis will be qualitative and ARB screening distance language
and guidance will be incorporated by reference. Mitigation measures will be prescribed to
reduce or eliminate impacts, if necessary.
Exhibit B — Scope of Work
Page 4 of 18
Task 4.2: Biological Resources
Consultant will utilize the Biological Survey and Wetland Delineation of Port Parcel 027-047 in
National City, California prepared by Dudek in November 2016 to assess the impacts that would
occur in the areas of the Project site west of Paradise Marsh (i.e., the Iandside area of the GB
Capital site, as well as the potential alignments of the Bayshore Bikeway between Sweetwater
Channel and the Best Western Marina Gateway hotel.
In addition, because the GB Capital Project component may have some in -water impacts,
Consultant's subconsultant, Marine Taxonomic Services, Ltd. (MTS) will provide a Marine
Biological Resource Assessment (EFH, eelgrass, and sensitive species). This assessment
would include field time to map habitats and the evaluation of this plan relative to impacts to
marine biological resources (primarily eelgrass). MTS will also provide editorial support for
environmental review documents relative to marine biology. MTS has assumed no more than 16
hours to support a preliminary discussion of any potential aquaculture elements, as the size and
scope of these elements could vary and could also result in numerous public comments and
need for stand-alone evaluations that could take considerable time. This project would also
require additional terrestrial biological services by Consultant in order to survey the site and
provide analysis on potential impacts to undeveloped lot B6 and also potential edge effects to
the Paradise Marsh Wildlife Refuge.
Potential biological resources impacts associated with the proposed Connector Rail Track could
result from building an additional train on -site and allowing an additional train to depart per day,
which would increase noise along the train path, which may have the potential to affect species
nearby (if present). Consultant biologists will analyze the potential impacts of the rail alignment.
Finally, the two City -owned parcels appear to have been graded in the past and have little to no
natural vegetation. Consultant biologist would confirm this via a brief survey and examine if
street trees on the site perimeter may support nesting raptors or other covered bird species.
Once all site surveys and review of the available biological resources documentation is
complete, Consultant will prepare the Biological Resources section of the EIR. This entails
preparation of the impact analysis and the development of mitigation measures to reduce any
potential significant impacts to less -than -significant levels, as feasible.
Task 4.3: Cultural Resources
Consultant will conduct a cultural resources technical study sufficient to identify any cultural
resources in the Project area. This study will include the following tasks: conduct a cultural
resources records search and archival research; conduct outreach to interested parties for
cultural resources due diligence, conduct a cultural resources field survey; prepare California
Department of Parks and Recreation 523 site forms for any cultural resources identified in the
plan area, and prepare a technical report.
The records search will involve Consultant obtaining a records search from the South Coastal
Information Center, contacting the Native American Heritage Commission to request a Sacred
Lands File Search, and a receiving list of potentially interested local Native American tribes and
individuals. Consultant will also contact local historical societies, preservation organizations,
and museums. Identified interested parties will be contacted via letter requesting a reply with
any information or concerns about cultural resources in the plan area. Follow-up telephone calls
or emails will be made 14 days after the initial letters are sent. It should be noted that
consultation pursuant to Assembly Bill (AB) 52 and Senate Bill (SB) 18 is not assumed within
this scope and that the District and/or City will conduct this consultation. Consultant will also
request a paleontological records search from the San Diego Natural History Museum. The
Exhibit B — Scope of Work
Page 5 of 18
5 1 73 PAGE. 3?
potential sensitivity of the Project area will be examined and the results will be included in the
EIR. Additional analysis will be conducted for Paleontological Resources for the GB Capital
project and two City -owned parcels, which may include coordination with the Natural History
Museum, as they entail buildings and other development features that may have the potential to
disturb soils containing such resources and the results will be included in the EIR.
A cultural resources field survey of the Project area will be conducted, including the optional
alignments of Segment 5 of the Bayshore Bikeway. Prior to the field survey, it is assumed the
District and/or City will arrange access to the Project area. Following the survey, a cultural
resources technical report will be prepared that meets the requirements of CEQA guidelines and
will describe methods, results, and recommendations, and will include any cultural resources
site forms, as well as outreach to interested party correspondence, as appendices. Consultant
assumes there will be no more than two rounds of review of the draft report and the preparation
of one final report. The final report will be placed on file with the South Coastal Information
Center, which is the regional California Historical Resources Information System location.
Consultant will prepare the Cultural Resources Section, as well as the Tribal Cultural Resources
Section (a new required EIR section per California Natural Resources agency), of the EIR,
which will analyze potential impacts based on the results and recommendations of the cultural
resources technical study, paleontological records search, and tribal consultation (conducted by
the Port/ City).
For purposes of this scope of work, Consultant assumes that the potential relocation of Granger
Hall to Pepper Park will be included as an optional component of the overall Project and would
be analyzed at a programmatic level because insufficient data is available to evaluate the
impacts associated with the actual movement of the building. The existing National Register of
Historic Places (NRHP) registration form does specify "areas of significance" that can be
translated into Listing Criteria, which would be Criteria A and C, but probably not Criteria B.
Consultant will prepare a technical memorandum updating the existing documentation. This
effort will include a site visit to document the current condition of the building. Consultant will
also specify the significance criteria that have become best professional practice since the
building was listed in the mid-1970s. Consultant will do a thorough integrity analysis to
determine what among the seven aspects of historical integrity are important to its significance,
and then clearly outline the building's character defining features. This effort will be essential to
assessing potential impacts and developing general programmatic mitigation. (Note, although
this effort will allow for easier environmental clearance of the relocation in the future, it will not
likely provide full clearance on its own. To achieve full clearance, a project specific analysis that
would be tiered from this programmatic analysis could be conducted, with supplemental work
from a structural engineer, to determine the specific impacts and mitigation that may be
needed.)
Potential direct and indirect impacts to cultural resources resulting from the additional
components will be prepared for incorporation into the Cultural Resources and Tribal Cultural
Resources Section of the EIR.
Task 4.4: Greenhouse Gas Emissions and Climate Change
Construction and operation of the proposed project would result in greenhouse gas (GHG)
emissions in greater quantities than existing conditions. To evaluate the Project's contribution of
GHG emissions relative to the existing setting, Consultant will prepare a GHG emissions and
climate change EIR section that describes the existing GHG emissions and climate change
conditions along with the existing regulatory setting; the methodology for determining Project
Exhibit B — Scope of Work
Page 6 of 18
RR 1.73 PAGE
impacts; the Project's GHG and climate change impacts, including potential sea level rise
(described in detail below in Task 4.7); and feasible mitigation measures, in consultation with
the District, to reduce or eliminate any potentially significant impacts. In addition, Consultant will
consider relevant and recent case law and the District's GHG reduction efforts, as described in
further detail below.
Construction GHG emissions: Consultant will quantify, to the extent practicable, GHG emissions
associated with construction of the various reconfigurations, including demolition of structures
and roadways, installation of the connector track, changes to Pepper Park, and any building or
structure to be constructed as part of the Project. Consultant will work with the District and/or
Project Applicants in developing a reasonable construction timeframe and inventory of
demolition and construction quantities, equipment and vehicle to be used, and paving and
earthwork quantities. Consultant will estimate emissions to extent feasible with an approved
modeling methodology, compare emissions to relevant thresholds of significance, and prescribe
mitigation measures to reduce or eliminate impacts, if necessary.
Operational GHG emissions: Once constructed, the proposed project would result in a change
in vehicle traffic resulting from the expanded park, park/plaza, commercial recreational, and
maritime uses. Consultant will estimate GHG emissions from all Project components, including
the GB Capital Development, Program -level Commercial Development of two City -owned
Parcels, and the Pasha Connector Rail Track, to extent feasible with an approved modeling
methodology and compare emissions from each project component and the entire EIR as a
whole to thresholds and identify mitigation as appropriate. Mitigation measures, including
relevant measures in the District's Climate Action Plan (CAP), will be prescribed to reduce or
eliminate impacts, if necessary. Based on Consultant's work on previous EIRs at the NCMT,
building an additional train on -site and allowing an additional train to depart per day would
increase GHG emissions proportional to the increase in activity. Moreover, because the terminal
is currently limited by its current acreage and operational inefficiencies, increasing terminal
efficiency by shifting some activity from truck to rail may allow Pasha to increase terminal
throughput which may increase the numbers of vessels that call on NCMT throughout the year.
Consultant will work with the District and Pasha to determine the extent that operations at the
terminal may increase, which may affect all GHG emissions sources associated with terminal
operations. Based on Consultant's previous work at this terminal and at other projects around
the District, Consultant will estimate emissions from additional train activity and as well any
associated emissions sources (vessels, trucks, passenger vans, electricity, and water use) that
may increase as a result of the Project. Mitigation measures, including relevant measures in the
District's CAP as well as those included in recent District EIRs will be prescribed to reduce or
eliminate impacts, if necessary.
Using Consultant's previous District experience with evaluating Port -related GHG impacts,
Consultant will work with District staff to identify an appropriate threshold of significance to
evaluate GHG impacts associated with the proposed project.
The identified thresholds of significance will evaluate impacts during both the 2020 and post-
2020 timeframe, while considering the implication of recent case law, including the recent
Newhall Ranch, SANDAG, and County of San Diego cases. One such approach which has
been used in previous analyses includes evaluating the project against the District's Climate
Action Plan (CAP), which was adopted in 2013 and includes an inventory of existing (2006) and
future year emissions projections and goals and measures to support meeting the statewide
reduction goals set forth in Assembly Bill (AB) 32. In addition, as part of Consultant's threshold
identification process, Consultant will coordinate with the District to ensure all feasible programs
Exhibit B — Scope of Work
Page 7 of 18
RR 17fA PAGE 39
and approaches are considered and will provide substantial evidence in support of the
thresholds of significance identified and used to evaluate impacts associated with the proposed
project. Both the pre-2020 and post-2020 quantitative analyses will include quantification of
approved and potential District- and state-wide actions to reduce GHG emissions from project -
related emissions sources, to the extent feasible, while providing a discussion of "substantial
progress" towards meeting post-2020 targets as further evidence and disclosure. Consultant will
work with the District in identifying project -specific mitigation, using the CAP and relevant
regional (e.g., SANDAG's Sustainable Communities Strategy) and statewide plans (e.g.,
Scoping Plan) to develop appropriate list of appropriate and feasible mitigation measures while
quantifying emission reductions to the extent feasible.
Task 4.5: Noise and Vibration
Consultant will conduct analyses of the potential noise and vibration impacts associated with the
Project, which includes all components such as the GB Capital Development, the Program -level
Commercial Development of two City -owned parcels, and the Pasha Connector Rail Track.
Special consideration will be given to existing nearby noise -sensitive receptors, which include
residences, an existing hotel, and a park (Consultant's current understanding is that the District
considers existing hotel uses to be noise -sensitive during nighttime hours only, but will also
consult with the City and District to determine how hotels should be addressed). Consistent with
current CEQA case law, the potential impacts of the existing environment on the Project itself do
not need to be analyzed; however, because the Project will introduce new noise and vibration
sources, sensitive portions of the Project, such as hotels and parks, will be considered and
potential impacts will be analyzed.
Consultant will identify relevant noise regulations (city, state and federal) and determine
significance thresholds by which to assess potential project impacts. Existing land uses in the
Project area will be identified along with existing sources of noise. Prior noise studies and other
relevant documents will also be reviewed and used as applicable. Existing noise conditions in
the Project area will be quantified based on short-term (15 — 30 minutes) and/or Tong -term (24-
hour) noise measurements conducted at up to six (6) locations in the Project vicinity. The ability
to obtain long-term measurements will be dependent on the accessibility of safe and secure
locations at which to leave unmanned noise monitoring equipment. These measurements will be
supplemented with data gathered in the project area as part of previous studies conducted by
Consultant (i.e., the NCMT Tank Farm Paving and Street Closures EIR).
Construction noise and vibration will be evaluated based on construction equipment data to be
provided by the District and/or Project Applicants, and noise and vibration modeling
methodologies provided by agencies such as the Federal Transit Administration (FTA), the
Federal Highway Administration (FHWA), and the California Department of Transportation
(Caltrans). Rail noise and vibration analyses will be conducted using modeling methodologies
provided by the FTA using railroad operational data to be provided (or developed in coordination
with) by the District/Project Applicants.
Using traffic data provided by the project traffic consultant, traffic noise along nearby roadways
will be modeled for existing, existing -with -project, future, and future -with -project conditions on
affected nearby roadway segments. Traffic noise modeling will be based on data from the most
recent version of the FHWA-approved traffic noise prediction model, Traffic Noise Model (TNM)
version 2.5. Noise from future on -site sources such as parking lots and activities at Pepper Park
will be analyzed using data from similar, prior projects, available published data, and data
provided the City and/or Project Applicants. In addition, representative noise source
measurements will be obtained, if necessary, to help quantify anticipated noise levels from
Exhibit B — Scope of Work
Page 8 of 18
ERR 1 73 PArriP LCA
specific project elements such as a potential amphitheater in the Pepper Park expansion.
Consultant will work with the District to identify similar existing facilities where such noise
measurements can be obtained.
If significant noise and/or vibration impacts are identified, mitigation measures to reduce impacts
to a Tess -than -significant level, where feasible, will be recommended. Consultant will prepare the
Noise section of the EIR, in accordance with CEQA requirements, that summarizes findings of
the noise and vibration analyses. Additional technical documentation will be included, as
necessary, in an appendix to the EIR.
It has been assumed in -water activities would occur as part of the GB Capital project.
Development of the in -water activities will be analyzed using the same methodologies outlined
above for construction and operational noise and vibration. Consultant will also estimate
construction -related underwater noise levels that may occur as part of the Project. Underwater
noise levels will be evaluated based on in -water construction activity information to be provided
by the District/Project Applicants, and modeling methodologies and guidance provided by
Caltrans. The results of this analysis will be used in the Biological Resources section of the EIR
to assess potential impacts on fish and/or marine mammals. No underwater noise monitoring
will be conducted. The level of analysis (programmatic versus project -level) will be determined
based on the level of detail available for the three phases of this development. Potential impacts
will be included in the analysis.
Task 4.6: Transportation and Parking
Consultant's subconsultant, Chen Ryan Associates (CRA), will provide the following technical
support and documentation for the preparation of the EIR.
Trip Generation: CRA will develop a net trip generation change based on the proposed changes
in land/water uses contained within the project description, which will include all development
components such as the GB Capital Project, Program -level Commercial Development of two
City -owned Parcels, and the Pasha Connector Rail Track Project. Accordingly, CRA will then
assign (or subtract) trips to the adjacent roadway network based on trip generation estimates
and existing travel patterns and redistribute exiting trips that may be affected by the proposed
network changes (e.g., closure of Tidelands Avenue, changes to McKinley Avenue, etc.).
Project Study Area: Based on the assumed changes in vehicular traffic patterns associated with
the proposed project, a project study area will be defined utilizing the standards contained in the
SANTEC / l TE Traffic Impact Study Guidelines in the San Diego Region, March 2000 and input
from District staff. This includes up to 14 intersections, 20 roadway segments, and up to 8
freeway mainline segments.
Existing Conditions and Plus Project Analysis: CRA will analyze and document Existing and
Existing Plus Project traffic conditions. Roadway segments will be analyzed based upon
existing Average Daily Traffic volumes. Intersection LOS and delay analyses will be conducted
for both AM and PM peak hour conditions, utilizing the methods outlined in the 2010 Highway
Capacity Manual. CRA will also add the projected trips associated with each additional
component to both the base and with project scenarios.
Cumulative Conditions: In coordination with District and City staff, CRA will identify any related
approved development projects. It is assumed that both the District and the City will supply all
related information for the identified "cumulative projects."
Exhibit B — Scope of Work
Page 9 of 18
In addition, CRA will:
• Analyze and document project opening year traffic conditions with and without the
improvements identified in the project description, including with each Project
component.
• Analyze and document longer -term traffic conditions without and with the improvements
contained in the project description, including the individual Project components.
Background traffic volumes for the longer -term conditions will be based on the SANDAG
Series 12 Year 2035 Transportation Forecast Model.
• Summarize significant cumulative project -related impacts and traffic mitigation
requirements for the project opening year and longer -term conditions, including for each
of the Project components (if feasible).
Project Construction: Vehicular trip generation and truck estimates will be developed during the
peak period of the project construction, including all the separate Project components as
feasible, based on workforce and delivery/hauling estimates, to be provided to the project team
by the District. Construction trip generation estimates will include the projected number of
construction truck trips (materials / equipment delivery and waste hauling) and the construction
worker trips that will access the Project site during both the AM and PM peak hours. Traffic
operations, including peak hour intersection and roadway segment analysis, will be analyzed
under Existing Plus Construction Traffic conditions.
Documentation: All findings from the previous tasks will be documented in a Traffic Impact
Study (TIS) to be submitted to the District and key stakeholders for review and comment.
Based on comments received from District staff and key stakeholders the TIS will be revised
and the Final TIS will be submitted to the District.
Meetings: CRA will attend up to five (5) project related meetings, this includes the project kick
off meeting, project team meetings, community meetings, and public hearings.
Task 4.7: Sea Level Rise
Consultant will undertake a high-level sea level rise (SLR) impact assessment, and if needed,
develop mitigation measures. Consultant will first review and analyze the applicability of
previous studies undertaken in the study area, including those conducted by the San Diego
Regional Climate Collaborative and the San Diego Foundation, previous assessments by the
District, and national assessments conducted by NOAA, the Pacific Institute and others.
Consultant will obtain the latest available land height data, including LiDAR data, from the
District and other sources.
The Consultant, District, and City will identify SLR scenarios that align with the Project's lifetime
and are consistent with the planning horizon of the Project. Consultant will seek to select
scenarios that are consistent with the California Coastal Act, taking into consideration the Draft
California Coastal Commission Sea Level Rise Policy Guidance. Consultant will use those
scenarios in a GIS-based analysis to determine the areas of potential inundation due to mean
sea level rise (permanent inundation) and the effects on the Project (including, as possible,
impacts on the facilities as well as access routes). In addition, Consultant will conduct a basic
screening of the potential for increased flooding during future storm events (temporary
inundation). Unless it is already included in previous modeling efforts, the storm surge
assessment will not include modeling of wave run-up; rather, it will provide an overall sense of
the increased risk from storm events.
If it is determined that sea level rise will result in significant impacts, the Consultant, District, and
Exhibit B — Scope of Work
Page 10 of 18
s1 73 PAGE La
City will then consider mitigation options, including technological solutions (e.g., permanent
barriers such as levees or seawalls) as well as policy and planning (e.g., managing temporary
flooding through emergency preparedness measures). The assessment will recognize that the
need for mitigation options may vary over time through the development of a phased mitigation
strategy. Consultant will qualitatively assess the feasibility of the identified options and make a
final determination about the significance of the impact from sea level rise in consultation with
the District. Consultant assumed that the storm surge assessment will not include modeling of
wave run-up.
This analysis will be incorporated into the GHG section of the EIR and included as an appendix
to the EIR.
Task 5. First Screencheck Draft EIR
Consultant will prepare the first screencheck draft EIR that will focus the discussion on impacts
that were considered to be potentially significant as determined in the Initial Study. As
appropriate, Consultant will utilize recently -completed EIRs in the area (e.g., NCMT Tank Farm
Paving and Street Closures EIR) for existing conditions of the project area and will verify and
update as necessary. In addition, as portions of the project area are within the jurisdiction of the
City, the existing regulations would be updated as necessary. In addition to the methods
discussed under Task 4, Technical Studies, which will all be incorporated in the EIR, Consultant
proposes the following methodology for preparing the additional EIR resource sections.
Consultant assumes that the project description will be finalized prior to the start of the
environmental impact analysis. Existing conditions and regulatory setting can be initiated prior to
project description finalization.
Aesthetics and Visual Resources
The Project includes components that could introduce development features into the project that
may have an impact on visual resources. Consultant will utilize architectural renderings
provided by GB Capital to depict and analyze the proposed visual changes to the Project area.
No visual simulations or bulk/scale/massing exercises are proposed for the program -level
analysis of the potential commercial development of the two City -owned parcels.
Geologic Hazards and Soils
In light of the CBIA v. BAAQMD case, the Geologic Hazards and Soils analysis will consider the
potential for the proposed project to exacerbate the adverse geologic and soil conditions. The
Project area is located in an earthquake prone region and the soils present may have the
potential for liquefaction that could result in ground failure if not properly engineered. Consultant
will review topographic maps, geologic data, fault maps, geologic hazard maps, and liquefaction
maps of the area supplemented with any information provided by the District and City. The
findings will be used to discuss potential geologic hazards and include preliminary geotechnical
conclusions and recommendations for the Project.
Hazards and Hazardous Materials
In Tight of the CBIA v. BAAQMD case, the analysis will consider the potential for the proposed
project to exacerbate the hazards and hazardous materials condition. Given the location of the
project area near marine terminal uses, there are potential on and off -site hazardous materials,
as well as limited amounts of on -site hazardous materials associated with the proposed
commercial projects (i.e., hotels and RV park). Consultant will utilize recently -completed EIRs in
the area (e.g., NCMT Tank Farm Paving and Street Closures EIR) for information on hazards
Exhibit B — Scope of Work
Page 11 of 18
S 1 PAGE. U
and hazardous materials. Consultant will briefly review online databases including the SWRCB
GeoTracker, Department of Toxic Substances Control EnviroStor, and the Formerly Used
Defense Sites to ensure no new sites have been recorded. No sampling or analysis of soil,
groundwater or other media will be performed. The data obtained from the review of available
documents and databases will be used to prepare the Hazards and Hazardous Materials
section of the EIR.
Hydrology and Water Quality
In light of the CBIA v. BAAQMD case, the analysis will consider the potential for the proposed
project to exacerbate the Hydrology and Water Quality. In general, potential effects on
hydrology and water quality conditions from the proposed project involve proximity to the San
Diego Bay and slight increases in impervious surface area. Consultant will review all available
documents and data resources, including the latest District and City JRMPs, BMP Manuals, and
municipal permits, to prepare the HydrologylWater Quality section of the EIR. The GB Capital
project will likely need hydromodification and other related BMPs in order to meet updated
standards of the Regional MS4 Permit and as such, these topics will be covered in the
Hydrology and Water Quality analysis. The section will address all Hydrology and Water Quality
Appendix G thresholds and present potential impacts of the project on hydrological and water
quality.
Land Use and Planning
The project would require a PMPA, coastal development permits, and an amendments to City
plans such as but not limited to, the General Plan, Local Coastal Program, and Bicycle Master
Plan. This section will consider whether the proposed project is consistent with applicable plans
and policies, including Chapters 3 and 8 of the Coastal Act. As part of this section, a land use
plan consistency matrix will be developed and will include all applicable plans and programs. If
significant impacts are identified, mitigation will be proposed where feasible.
Population and Housing
The project would potentially be considered growth inducing due to the number of jobs that
would be created from its construction and during its operation. However, Consultant does not
anticipate a population and housing section in the EIR and expects that this discussion can be
addressed in the Effects Found Not to be Significant.
Public Services and Recreation
Due to the potential increase use of the site, the proposed project may have a greater demand
on fire services, parks, and recreation. All of these resource topics would be discussed in the
EIR and mitigation would be proposed, if needed, to ensure significant and unavoidable impacts
would not occur to public services and recreation.
Utilities and Energy Use
The GB Commercial and the potential future development with commercial uses at the two City -
owned parcels would have a large increase in water, wastewater, solid waste, and energy.
Consultant would encourage the proposed project to seek LEED certification or require LEED
certification for future projects proposed to tier from the overall conceptual plan. In any case, the
projects would be required to show how consumption of water, wastewater, and solid waste
would occur. Moreover, the Project qualifies as a water demand project. Therefore, a water
supply assessment (WSA) will need to be prepared. Within National City, Sweetwater Authority
prepares WSAs. Consultant will work with the District to coordinate preparation and approval of
the WSA by Sweetwater Authority. Given the drought conditions, executive orders, and current
Exhibit B — Scope of Work
Page 12 of 18
RR17 PAGE M
regulations related to water use, it is anticipated that Sweetwater Authority will require extensive
water reduction methods. Should Sweetwater Authority decide not to prepare the WSA,
Consultant can prepare the WSA with an amendment to this scope and budget.
Correspondingly, with reduced water use, the Project would have reduced wastewater use.
Consultant will help quantify utility demand (water, wastewater, solid waste, energy) and provide
mitigation as needed to ensure significant and unavoidable impacts are minimized.
In addition, Consultant will provide a discussion of the Project's energy use and conservation
measures along with a consistency analysis with Appendix F of the CEQA guidelines. Once
operational, the proposed project would result in energy consumption in different quantities than
existing uses, primarily due to the increase in motor vehicle and boating fossil fuel combustion,
electricity consumption, and natural gas consumption associated with retail, hotel, and marina
uses. Consultant will quantify, to the extent practicable, energy consumption from both existing
and proposed new uses in discussing the wasteful, inefficient, or unnecessary consumption of
energy, as this may constitute an adverse effect on energy resources as outlined in State CEQA
Guidelines Appendix F. The energy analysis will include a discussion of project -related
conservation measures that would be included to help avoid wasteful energy usage.
Cumulative Impacts
Consultant will prepare a cumulative impact chapter that will consider all past, present, and
probable future projects. In addition to a list of cumulative projects provided by the District and
City, Consultant will contact other nearby jurisdictions if necessary for a list of all nearby projects
outside of the District's and City's jurisdiction. An analysis of the cumulative projects will serve
as the basis for the impact significance determination baseline, while the Project's incremental
contribution to the cumulative baseline will be considered the Project's potential cumulative
impact. Mitigation, in the form of fair share arrangements, will be proposed to reduce cumulative
impacts to the extent feasible.
Alternatives
Consultant will prepare up to 10 alternatives (inclusive of the No -Project Alternative) sufficient to
provide a qualitative comparison to the proposed project's effect on the environment.
Consultant, in consultation with the District, will identify the environmentally superior alternative,
which would be an alternative other than the No -Project alternative. Alternatives to be
considered in the analysis will be based on consultation with the District as well as suggestions
received during the scoping period.
Other Environmental Considerations
Other CEQA considerations will also be included such as Effects Found to be Less than
Significant, Growth Inducing Effects including indirect population growth, and Significant
Irreversible Changes if the Proposed Project is Implemented.
Task 5 Deliverable: First Screencheck Draft EIR
Task 6: Second Screencheck Draft EIR
Consultant will revise the First Screencheck Draft EIR based on comments received from the
District and the City. All revisions will be left in tracked changes and the District and City will
only review and comment on the revisions.
Exhibit B — Scope of Work
Page 13 of 18
Task 6 Deliverable: Second Screencheck Draft EIR
6173 PASS i
Task 7: Third Screencheck Draft EIR (if needed)
If needed, Consultant will revise the Second Screencheck Draft EIR based on comments
received from the District and City. All revisions will be left in tracked changes and the District
and City will only review and comment on the revisions.
Task 7 Deliverable: Third Screencheck Draft EIR
Task 8: Public Review Draft EIR
Consultant will prepare the Public Review Draft EIR based on comments received from the
District and City. Consultant will provide both electronic copies and up to 30 hard copies and 50
CDs of the Public Review Draft EIR. In addition, an electronic copy of each document, or portion
of each document as applicable, referenced or cited in the Draft EIR will be provided.
Consultant will prepare, distribute, and file all public notices associated with the Draft EIR as
well as distribute the Draft EIR. This task assumes comments received will be largely limited to
the redline revisions from preparation of the most recent screencheck Draft EIR.
Task 8 Deliverable: Public Review Draft EIR
(hard copy and electronic web -ready copy)
Task 9: Response to Comments
Consultant will prepare responses to comments received on the EIR during the 45-day public
review. Consultant will work closely with the District and City to strategize the appropriate
responses, and identify areas for revisions to the document if necessary. Consultant has
budgeted time to respond to 150 individual comments and assumes that expanded analyses
would occur that only clarifies the analyses in the EIR but would not result new technical
analyses. Consultant has also budgeted for two full days of working sessions with the District
and City. More than 150 public comments would require an amendment to the scope of work.
Comments received after the 45-day public review period and to which the District or City would
like Consultant to provide a response may adversely affect the ability to remain on schedule.
Task 9 Deliverable: Draft and Final Responses to Comments
Task 10: First Screencheck Final EIR and MMRP
After receipt of the comments from the District and City on the Responses to Comments,
Consultant will prepare the final responses to public comments and the Screencheck Final EIR
along with the mitigation monitoring and reporting program (MMRP). The Final EIR will include
redline/strikeout text to highlight changes in the document and the responses to comments.
Consultant will prepare the mitigation monitoring and reporting program (MMRP) to address the
implementation of the mitigation measures identified in the EIR. For each mitigation measure,
the MMRP will clearly delineate which project component the mitigation measure applies to,
what percentage or pro rata share of the mitigation measure is applicable to each component,
and the timing or trigger(s) of each mitigation measure in relation to each component.
Exhibit B — Scope of Work
Page 14 of 18
Task 10 Deliverable: First Screencheck EIR & MMRP
R6 73 PAGE L41
Task 11: Second Screencheck Final EIR and MMRP
If necessary, Consultant will revise the first screencheck Final EIR and prepare a second
screencheck Final EIR.
Task 11 Deliverable: Second Screencheck EIR 8 MMRP
Task 12: Final EIR and MMRP
Based on the comments provided by the District and the City on the Second Screencheck Final
EIR, Consultant will prepare the Final EIR and MMRP for the Board and City Council. As noted
in the RFP, it is assumed that the District and City, as appropriate, will be responsible for
preparation, distribution, and filing all public notices associated with the Final EIR. County filing
fees and California Department of Fish and Wildlife fees will be provided to the Consultant by
the Project Applicants and District. It is assumed that all comments received on the Final EIR
will be limited to the revisions from the previous screencheck of the Final EIR.
Task 12 Deliverable: Final EIR 8 MMRP
(hard copy and electronic web -ready copy)
Task 13: Findings of Fact and Statement of Overriding Considerations
Consultant will prepare draft Findings of Fact (if significant impacts are determined) and
Statement of Overriding Considerations (if significant and unavoidable impacts are determined)
in accordance with CEQA Guidelines Sections 15091 and 15093.
Task 13 Deliverable: Draft and Final Findings of Fact and
Statement of Overriding Considerations
Task 14: Project Coordination and Meetings
This task would include management of project contracts and subcontracts, schedule, and
Consultant attendance at both team meetings and public meetings. Consultant will be involved
in project team meetings/telephone conferences to discuss the project approach and provide
direction relative to planning and environmental issues. Attendance at all meetings and hearings
shall be at the specific request of the District's Project Manager assigned to this project.
Consultant's budget includes an estimate for this task based on participation in the following
meetings and/or telephone conferences:
• Up to 60 weekly in -person meetings (1 hour each)
• Up to 40 phone conferences (30 minutes each)
• Up to two (2) Board of Port Commissioners meetings
• Up to two (2) City Council meetings in National City
In addition, as discussed above in Task 4.3, CRA will attend up to five project -related meetings
(Le., project kickoff meeting, project team meetings, public hearing).
Consultant's work efforts will .also involve on -going project management that includes regular
Exhibit B — Scope of Work
Page 15 of 18
6G17' PA E 1127
coordination with District staff and project team members, as necessary. Consultant will use a
number of project management tools to ensure that projects are maintained on schedule and
within budget, including phone calls, meetings, e-mail correspondence, etc. Consultant will
provide a monthly status report to the District regarding tasks performed in the prior month and
tasks that are anticipated to be performed in the next month. In addition, the monthly status
report will identify any unresolved issues.
Reimbursable Expenses
This task will allow for reimbursable expenses associated with direct costs. Reimbursable
expenses are out-of-pocket expenses such as, but not limited to, blueprinting, printing,
duplicating/copying, reproduction, photography, mileage, and delivery services. Direct
expenses will be billed at cost. The budget assumes printing of the following copies of the EIR
in hard copy and as compact discs (CDs).
Draft EIR
30 hard copies with appendices
15 hard copies of Executive Summary for State Clearinghouse
50 CDs
Final EIR
30 hard copies
30 CDs
Contingency for Unforeseeable Changes to Scope
This task will allow for contingency in the event of unforeseeable changes to the scope of work.
This task would only be triggered after receiving concurrence from the District. An approximately
8% contingency has been established to cover issues that could arise which require additional
consultant services that were not initially considered as part of this Scope of Work. Written
approval from the District must be received prior to Consultant allocating funds from this task for
such services.
II. SCHEDULE
The Consultant shall perform and complete the required services under this Agreement within
18 months after the Project Description is agreed upon by the District and City. A more detailed
schedule may be agreed upon by the Consultant and District. Consultant will work cooperatively
with the District to complete the tasks in a timely manner. Consultant shall keep the District's
Assistant Vice President of Planning & Green Port (or his/her designee) and the Project
Applicants informed of the progress of said services at ail times.
Task . .
Duration:.
Notes
Task 1 — Review Background Information
2 weeks
Kick off and
data
gathering
Task 2 — Project Description
8 weeks
Includes 2
District
Reviews
Task 3 — Initial Study/Notice of Preparation
10 weeks
Includes 2
District
Reviews
Exhibit B — Scope of Work
Page 16 of 18
66 `73 PAGE 48
Task 4 — Technical Studies
12 weeks
Assumes
Completed
PD and
completion
of Scoping
Period
Task 5 — First Screencheck Draft EIR
16 Weeks
Starts
alongside
Task 4
Task 6 — Second Screencheck Draft EIR
6 weeks
Includes
District
Review
Task 7 — Third Screencheck Draft EIR
6 weeks
Includes
District
Review
Task 8 — Public Review Draft EIR
4 weeks
Includes
District print
screencheck
Task 9 — Responses to Comments
10 weeks
Includes
District
Review
Task 10 — First Screencheck Final EIR and MMRP
2 weeks
Includes
District
Review
Task 11 — Second Screencheck Final EIR and MMRP
1 week
Includes
District
Review
Task 12 — Final EIR and MMRP
2 days
Includes
District print
screencheck
Task 13 — Findings and Statement of Overriding
Considerations
2 weeks
Includes
District
Review
Task 14 — Project Coordination, Meetings, and Quality
Control
N/A
N/A
Task 15 — Reimbursable Expenses
N/A
N/A
III. FEE FOR SERVICES TO BE PERFORMED
Consultant understands that the services rendered under this Scope of Work are subject to all
terms and conditions of the Agreement. The Consultant shall submit monthly progress payment
invoices for services rendered in accordance with the "Maximum Fee and Invoices" section of
the Agreement, which, upon District authorization, will be paid by the Project Applicants. For
satisfactory performance of services rendered consistent with this Scope of Work, District will
authorize Project Applicants to pay the Consultant on a monthly basis based on the completion
of tasks identified above, subject to the limitation of the Maximum Fee provided herein (not
including a contingency). Please note that the fees for each of the tasks listed below are
estimates and District and Consultant reserve the right to move funds between tasks, so long as
the Maximum Fee (without contingency) is not exceeded.
Exhibit B — Scope of Work
Page 17 of 18
RIR 1 7' PAGE ��
Task ,
' Fee
Task 1 — Review Background Information
$5,312
Task 2 — Project Description
$11,895
Task 3 — Initial Study/Notice of Preparation
$17,346
Task 4 — Technical Studies
Task 4.1 — Air Quality Health Risk
$29,611
Task 4.2 — Biological Resources (Marine)
$14,500
Task 4.3 — Cultural Resources
$23,487
Task 4.4 — Greenhouse Gas Emissions and Climate Change
$18,141
Task 4.5 — Noise and Vibration
$19,376
Task 4.6 — Transportation and Parking
$37,780
Task 4.7 — Sea Level Rise
$4,002
Task 5 — First Screencheck Draft EIR
$176,191
Task 6 — Second Screencheck Draft EIR
$43,001
Task 7 — Third Screencheck Draft EIR
$17,444
Task 8 — Public Review Draft EIR
$10,315
Task 9 — Responses to Comments
$37,761
Task 10 — First Screencheck Final EIR and MMRP
$16681
Task 11 — Second Screencheck Final EIR and MMRP
$8,678
Task 12 — Final EIR and MMRP
$3,560
Task 13 — Findings and Statement of Overriding Considerations
$6,283
Task 14 — Project Coordination, Meetings, and Quality Control
$41,834
Task 15 — Reimbursable Expenses
$7,250
Contingency
$52,552
. : r , :- t :: _ ' , . . ' . TOTAL
'
$603 000, .,.
Exhibit B - Scope of Work
Page 18 of 18
1 73 PAS E 5
EXHIBIT C
CERTIFICATE OF INSURANCE
San Diego Unified Port District
By signing this form, the authorized agent or broker certifies
(1) The Policy or Policies described below have been issued
(are) in force at this time.
(2) As required in the Insured's agreement(s) with the District,
coverages or conditions of coverage noted on page 2
(3) Signed copies of all endorsements issued to effect require
certificate.
Return this form to: San Diego
c/o Ebix
P.O. Box
Hemet,
Email:
Fax: 1-866-866-6516
the following:
by the noted Insurer(s) [Insurance Company(ies)] to the Insured and is
the policies include, or have been endorsed to include, the
of this certificate.
coverages or conditions of coverage are attached to this
Unified Port District
BPO
12010-3
CA 92546-8010 —OR—
sdupd[a�prod.certificatesnow.com
Name and Address of Insured (Consultant)
SDUPD Agreement
This certificate applies to
property in connection with
Number:
all operations of named Insureds on District
all agreements between the District and Insured.
CO LTR
TYPE OF INSURANCE
POLICY NO.
DATES
LIMITS
Commercial General Liability
E Occurrence Form
J Claims -made Form
Retro Date
Inception Date:
Expiration Date:
Each Occurrence:
$
General Aggregate:
$
CI Liquor Liability
Deductible/SIR: $
Commercial Automobile Liability
❑ All Autos
❑ Owned Autos
U Non -Owned & Hired Autos
Inception Date:
Expiration Date:
Each Occurrence:
$
Workers' Compensation —
Statutory
Employer's Liability
Inception Date:
Expiration Date:
E.L. Each Accident $
E.L. Disease Each Employee $
E.L. Disease Policy Limit $
Excess/Umbrella Liability
Inception Date:
Expiration Date:
Each Occurrence: $
General Aggregate: $
CO LTR
COMPANIES AFFORDING COVERAGE
A. M. BEST RATING
A
B
C
D
A. M. Best Financial Ratings of Insurance Companies Affording Coverage Must be A- VII or better unless approved in writing by the District.
Name and Address of Authonzed Agent(s) or Broker(s)
Phone Numbers
Toll Free: Fax Number:
E-mail Address:
1
SR 1 73 PAGE n .
SAN DIEGO UNIFIED PORT DISTRICT
REQUIRED INSURANCE ENDORSEMENT
ENDORSEMENT NO.
EFFECTIVE DATE POLICY NO.
NAMED INSURED:
GENERAL DESCRIPTION OF AGREEMENT(S) AND/OR ACTIVITY(IES):
All written agreements, contracts and leases with the San Diego Unified Port District
and any and all activities or work performed on district premises
Notwithstanding any inconsistent statement in the policy to which this endorsement is
attached or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The San Diego Unified Port District, its officers, agents, and employees are additional
insureds in relation to those operations, uses, occupations, acts, and activities described
generally above, including activities of the named insured, its officers, agents, employees or
invitees, or activities performed on behalf of the named insured.
2. Insurance under the policy(ies) listed on this endorsement is primary and no other insurance
or self -insured retention carried by the San Diego Unified Port District will be called upon to
contribute to a loss covered by insurance for the named insured.
3. This endorsement shall include a waiver of transfer of rights of recovery against the San
Diego Unified Port District ("Waiver of Subrogation").
4. The policy(ies) listed on this endorsement will apply separately to each insured against whom
claim is made or suit is brought except with respect to the limits of the insurer's liability.
5. As respects the policy(ies) listed on this endorsement, with the exception of cancellation due
to nonpayment of premium, thirty (30) days written notice by certified mail, return receipt
requested, will be given to the San Diego Unified Port District prior to the effective date of
cancellation. In the event of cancellation due to nonpayment of premium, ten (10) days written
notice shall be given.
Except as stated above, and not in conflict with this endorsement, nothing contained herein shall
be held to waive, alter or extend any of the limits, agreements or exclusions of the policy(ies) to
which this endorsement applies.
(NAME OF INSURANCE COMPANY)
(SIGNATURE OF INSURANCE COMPANY AUTHORIZED REPRESENTATIVE)
MAIL THIS ENDORSEMENT AND NOTICES OF CANCELLATION:
San Diego Unified Port District
c/o Ebix BPO
P.O. Box 12010-3
Hemet, CA 92546-8010 — OR —
Email to: sdupd@prod.certificatesnow.com
Fax: 1-866-866-6516
2
RR 1 7
PART