Loading...
HomeMy WebLinkAboutEnvironmental Science Associates (ESA) 12-02-09AGREEMENT FOR PROFESSIONAL SERVICES PREPARATION OF AN ENVIRONMENTAL IMPACT REPORT UKIAH T EXPANSION PROJECT (SDP 09-2) This agreement shall be considered a contract, and is entered into this day of 2009, by and between the CITY OF UKIAH, a general law municipal corporation, hereinafter referred to as "CITY" and Environmental Science Associates (ESA), a California Corporation, hereinafter referred to as the "CONSULTANT." PREMISES The purpose of this agreement is the preparation and completion by CONSULTANT of an n Environmental Impact Report for the Ukiah Walmart Expansion Project (SDP 09-28). The scope of work is more particularly described in the Exhibit "A", attached to this agreement. The Environmental Impact Report prepared by the CONSULTANT shall be prepared in such form and with such content to be consistent with the requirements of the California Environmental Quality Act (CEQA). CITY may retain independent contractor to perform special services for CITY or any department thereof. CONSULTANT is willing and able to perform duties and render services in preparation and completion the Environmental Impact Report. This work has been determined to be required by the City Council to be necessary for the welfare of residents of the CITY. CITY believes the provision of these services to the residents is in their best interests, and CONSULTANT agrees to perform such duties and render such services as outlined below: AGREEMENT CITY and CONSULTANT agree as follows: ARTICLE 1 SERVICES OF CONSULTANT 1.01 CONSULTANT shall provide those technical, expert, and professional Environmental Impact Report services as described in Exhibit "A," which consists of the scope of services, dated November 23, 2009, which is attached hereto as Exhibit "A" and incorporated herein. CONSULTANT shall provide such services within the time limits described below. 1.02 The absence, omission, or failure to include in this agreement items which are considered to be a part of normal procedure for a study of this type or which involve professional judgement, shall not be used as a basis for submission of inadequate work or incomplete performance. 1.03 CITY relies upon the professional ability and stated experience of CONSULTANT as a material inducement to entering into this agreement. CONSULTANT understands the use to which the CITY will put his work product and hereby warrants that all information contained in the Environmental Impact Report shall be made and prepared in accordance with generally accepted professional practices. 1.04 CONSULTANT shall bear the cost of reproduction and postage pursuant to the provisions detailed in the Scope of Work identified as Exhibit "A." 1.05 CONSULTANT shall delivery Draft and Final copies of the Notice of Availability and the Notice of Completion. CONSULTANT shall deliver fifty (50) copies and fifteen (15) electronic copies (MS Word/PDF) of the ADEIR on CD in substantial compliance with the timeframe indicated in the timeline chart included in Exhibit "A." CONSULTANT shall deliver ten (10) printed copies and five (5) electronic copies (MS Word/PDF) of the Final Draft Environmental Impact Report on CD in substantial compliance with the timeframe indicated in the timeline chart included in Exhibit "A." CONSULTANT shall deliver (50) copies and fifteen (15) electronic copies (MS Word/PDF) of the ADEIR on CD in substantial compliance with the timeframe indicated in the timeline chart included in Exhibit "A." 1.07 CONSULTANT shall perform any additional services as may be required due to significant changes in general scope of the project. Such additional services shall be paid for by supplemental agreement and shall conform to the rates of payment specified in Article V below. ARTICLE 11 SERVICES OF CITY 2.01 CITY shall provide any information as to its requirements for performance of the agreement not already contained in Exhibit "A." 2.02 Upon request, CITY shall provide CONSULTANT any information in its possession or reasonably available to it that consultant may need to perform services under this agreement. ARTICLE III TERM OF AGREEMENT 3.01 The term of this agreement shall commence on the effective date and shall terminate when the CITY has formally accepted and certified the Final Environmental Impact Report for the Ukiah Wal-Mart Expansion Project (SDP 09-28) 2 This agreement may be extended on its same terms and conditions upon written agreement between the City Director of Planning and Community Development and CONSULTANT. 3.02 The execution of this agreement by the CITY shall constitute the CONSULTANT°S authority to proceed immediately with the performance of the work described by Exhibit "A." 3.03 All work by CONSULTANT shall be completed pursuant to Exhibit "A" and paragraph 1.05 above in a reasonable timeframe according to the timeline contained in Exhibit "A." CONSULTANT shall not be held responsible for delays caused by circumstances beyond its control. 3.04 CONSULTANT acknowledges that timely performance of services is an important element of this agreement and will perform services in a timely manner as provided in paragraph 1.05 above and Exhibit "A.", and consistent with sound professional practices. 3.05 If CITY requests significant modifications or changes in the scope of this project the time of performance shall be adjusted appropriately. The number of days of said extension shall be the final decision of CITY. ARTICLE IV COST OF SERVICES 4.01 CONSULTANT has been selected by the CITY to provide services described in Exhibit "A," attached hereto and incorporated herein by reference, for which compensation shall not exceed $369,165.00. 4.02 Cost overruns or failure to perform within the maximum compensation ceiling established in 4.01 above shall not relieve CONSULTANT of responsibility to provide those services specified in Exhibit "A", for a total compensation including reimbursable expenses not to exceed $369,165.00. 4.03 If unanticipated additional work is required and agreed to by both CITY and CONSULTANT, CONSULTANT shall submit a supplemental bid proposal for the additional work, and the City Director of Planning and Community Development shall have the authority to authorize the additional work. ARTICLE V PAYMENT FOR SERVICES 5.01 CITY shall pay CONSULTANT for work required for satisfactory completion of this agreement in amount to be determined in accordance with the method described in paragraph 5.02 below. 5.02 Payment scheduling: Total payment not to exceed $369,165.00. Fees for professional services as outlined herein shall be paid on a time and materials basis. 3 A detailed explanation of services and associated fees shall be listed on each invoice submitted by CONSULTANT. 5.03 Payment to CONSULTANT shall be based on an itemized invoice submitted monthly by CONSULTANT. 5.04 Payments will be made by CITY within thirty (30) days of receipt of invoice from CONSULTANT. ARTICLE VI PROJECT INSPECTION AND ACCOUNTING RECORDS 6.01 Duly authorized representatives of the CITY shall have right of access to the CONSULTANT'S files and records relating to the project included in the agreement and may review the work at appropriate stages during performance of the work. 6.02 CONSULTANT must maintain accounting records and other evidence pertaining to costs incurred, which records and documents shall be kept available at the CONSULTANT'S California office during the contract period and thereafter for three (3) years from the date of final payment. ARTICLE VII DISPOSITION OF FINAL REPORTS 7.01 All documents and associated materials and backup data as required by this agreement shall be and shall remain the sole property of CITY. 7.02 CONSULTANT'S attention is directed to the required notice under Government Code Section 7550, which states in part that "any documents or written reports prepared as a requirement of this contract shall contain, in a separate section preceding the main body of the document, the number and dollar amounts of all contracts and subcontracts relating to the preparation of those documents or reports if the total cost for work by non-employees of the public agency exceeds $5,000.00." ARTICLE Vill TERMINATION OF AGREEMENT 8.01 At any time CITY may suspend indefinitely or abandon the project, or any part thereof, and may require CONSULTANT to suspend the performance of the service. In the event the CITY abandons or suspends the project, CONSULTANT shall receive compensation for services rendered to date of abandonment and suspension in accordance with the provisions of Sections 5.01, 5.02, and 5.03 herein. 4 8.02 It is understood and agreed that should CITY determine that any part of the work involved in the program is to be suspended indefinitely, abandoned, or canceled, said agreement shall be amended accordingly. Such abandonment or cancellation of a portion of the program shall in no way void or invalidate this agreement as it applies to any remaining portion of the project. 8.03 If, in the opinion of the CITY, the CONSULTANT fails to perform or provide prompt, efficient, and thorough service, or if CONSULTANT fails to complete the work within the time limits provided, CITY shall have the right to give notice in writing to CONSULTANT of its intention to terminate this agreement. The notice shall be delivered to CONSULTANT at least seven (7) days prior to the date of termination specified in the notice. Upon such termination, CITY shall have the right to take CONSULTANT'S studies and reports insofar as they are complete and acceptable to CITY, and pay CONSULTANT for his performance rendered, in accordance with Sections 5.01, 5.02, and 5.03 herein, prior to the delivery of the notice of intent to terminate, less the amount of damages, general or consequential, which CITY may sustain as a result of CONSULTANT'S failure to satisfactorily perform his obligations under this agreement. ARTICLE IX RESPONSIBILITY FOR CLAIMS AND LIABILITIES 9.01 HOLD HARMLESS: The CONSULTANT shall indemnify and hold harmless the CITY, its agents, officers, and employees against and from any and all claims, lawsuits, actions, liability, damages, losses, expenses, and costs (including but not limited to attorney's fees), brought for, or on account of, injuries to or death of any person or persons including employees of the CONSULTANT, or injuries to or destruction of property, arising out of, or resulting from, the performance of the work described herein, provided that any such claim, lawsuit, action, liability, damage, loss, expense, or cost is caused in whole or in part by any negligent or intentional wrongful act or omission of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or any forwhose acts any of them may be liable. CONSULTANT shall have no duty to indemnify or defend CITY under this paragraph if to the extent the damage or injury is caused by the active and or sole negligence or willfully wrongful act or omission of CITY or its officers or employees. CITY agrees to timely notify CONSULTANT of any such claim and to cooperate with CONS1 ULTANT to allow CONSULTANT to defend such a claim. ARTICLE X INSURANCE 10.01 CONSULTANT, at its expense, shall secure and maintain at all times during the entire period of performance of this agreement, insurance as set forth in Exhibit "B", attached hereto, and incorporated herein by reference. 5 ARTICLE XI GENERAL COMPLIANCE WITH LAWS 11.01 It is understood and agreed that the CONSULTANT will comply with all federal, state and local laws and ordinances as may be applicable to the performance of work under this agreement. 11.02 CONSULTANT shall secure a City of Ukiah Business License prior to commencing work. ARTICLE XI11 NONDISCRIMINATION 12.01 CONSULTANT certifies that it is in compliance with the Equal Employment Opportunity Requirement of Executive Order 11246, as amended by Executive Order 11375, Title VII of the Civil Rights Act of 1964, the California Fair Employment Practices Act, and any other Federal or State laws pertaining to equal employment opportunity and that it will not discriminate against any employee or applicant for employment on the basis of race, color, religion, handicap, age sex, national origin, or ancestry, in matters pertaining to recruitment, hiring, training, upgrading, transfer, compensation, or termination. 12.02 In the event of the CONSULTANT°S noncompliance with the nondiscrimination provisions of this agreement, the CITY shall impose such contact sanctions as it may determine to be appropriate including, but not limited to: a. Withholding of payments to the CONSULTANT under the agreement until the CONSULTANT complies, and/or b. Cancellation, termination, or suspension of the Agreement in whole or in part. ARTICLE XIV INDEPENDENT CONSULTANT 13.01 The CONSULTANT, in accordance with its status as an independent contractor, covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as nor claim to be an officer or employee of the CITY by reason hereof, and that it will not by reason hereof, make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of the CITY including, but not limited to, worker's compensation coverage, unemployment benefits, and retirement membership or credit. ARTICLE XV SUCCESSOR AND ASSIGNMENTS 14.01 The CITY and the CONSULTANT each binds itself, its partners, successors, and executors, administrators, and assigns to the other party to this agreement, and to 6 the partners, successors, executors, administrators, and assigns to such party in respect to all covenants of this agreement. 14.02 Except as stated above, neither the CITY nor the CONSULTANT shall assign, sublet, or transfer his interest in this agreement without the written consent of the other, however, the CONSULTANT reserves the right to assign the proceeds due under this agreement to any bank or person. 14.03 In the case of death of one or more members of the firm of the CONSULTANT, the surviving member or members shall complete the professional services covered by this agreement. ARTICLE XVI EXTENT OF AGREEMENT 15.01 This agreement shall consist of this agreement, the Scope of Work/Services, dated November 23, 2009, identified as Exhibit "A", as attached hereto and incorporated herein, and the insurance requirements set forth in the attached Exhibit "B." 15.02 This agreement constitutes the whole agreement between the CITY and CONSULTANT and any other representations or agreements are superseded by the terms of this agreement. ARTICLE XVII PARAGRAPH HEADINGS 16.01 The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this contract. ARTICLE XVIII NOTICE 17.01 Whenever a notice to a party is required by this agreement, it shall be deemed given when deposited with proper address and postage in the U.S. mail or when personally delivered as follows: CITY: City of Ukiah CONSULTANT/ Civic Center CONTRACTOR: Environmental Science 300 Seminary Drive Associates (ESA) Ukiah, California 95482 2600 Capital Avenue, suite 200 ATTN: Charley Stump, Director Sacramento, CA 95816 Planning and Community Development ATTN: Brian Grattidge, Senior Managing Associate 7 ARTICLE XIX DUPLICATE ORIGINALS 18.01 This agreement may be executed in one or more duplicate originals bearing the original signature of both parties and when so executed and such duplicate original shall be admissible as proof of the existence and terms of the agreement between the parties. ARTICLE XX FORUM SELECTION 19.01 CONSULTANT and CITY stipulate and agree that any litigation relating to the enforcement or interpretation of the agreement, arising out of CONSULTANT's performance or relating in any way to the work shall be brought in Mendocino County and that venue will lie in Mendocino County. CONSULTANT hereby waives any right it might otherwise have to seek a change of venue based on its status as an out of county corporation, or on any other basis. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this agreement in duplicate the day and year first above written. CITY OF UKIAH Ja Chambers, City Manager Date CONSULTANT/CONTRACTOR IRS IDN Number 1 D e APPROVED AS TO FORM: Da ' pport, City Attorney Date 8 Cif! _•,i -,Ukiah Exhibit "A" Scope Work/Services i r SECTION 5 Scope o Work -Revised 11/23/09 The following task-by-task descriptions present our approach to completing the EIR for the proposed project. This scope has been revised to reflect input by City staff. Meetings and deliverables (work products) are noted at the end of each task and subtask, where appropriate. Task 1: Project Management an Coordination The Project Management Team will consist of Karl Heisler (Project Director), Brian Grattidge (Project Manager) and Cory Barringhaus, AICP (Deputy Project Manager). Brian, as the Project Manager, will be the primary point of contact for the ESA Team and will ensure the team's responsiveness to the requirements of City planning staff. Brian will oversee the preparation of all work products, monitor project progress, ensure the technical accuracy of all deliverables, maintain the performance schedule, resolve any scheduling conflicts, monitor budget expenditures, coordinate meetings, and interact as necessary with City staff and other parties involved in the environmental documentation process. Cory, as the Deputy Project Manager, will assist in the day-to-day project management and administrative responsibilities. Karl, as the Project Director, will assure that the resources required to satisfy the project scope and schedule are applied effectively, and will provide policy oversight, as well as technical quality assurance for all submitted work products. Task 2: tart- Meeting and Information valuation ESA proposes to initiate work with a kick-off meeting with City planning staff and, if determined appropriate by staff, the project sponsor. At this initial meeting, it is anticipated that City staff will provide all available documents and plans relevant to the proposed project. ESA will also conduct its initial reconnaissance of the project site. Ukiah Wal-Mart Expansion EIR 5-1 5. Scope of Work The ESA team, in coordination with City staff, will identify, assemble, and review available, relevant information relating to the project site, the proposed project, and the potentially affected environment on, and in the vicinity of, the project site. Any technical studies prepared for the site and vicinity that are pertinent to the environmental analysis will also be reviewed. After review of all obtained information, the ESA Team will identify any additional information that may be required to prepare the EIR. If necessary, ESA will prepare a memorandum that identifies any remaining information requirements. ESA will make every effort to maximize use of the available and appropriate reference materials. Deliverables ® Data request memorandum (TBD) Task 3: Notice o reparation an 1 coping If requested by the City, ESA will prepare a Notice of Preparation (NOP), as required by CEQA Guidelines Section 15082. The NOP will provide notice of public scoping meetings to be conducted for the proposed project. ESA will deliver the NOP to the State Clearinghouse for distirubition to state agencies. It is assumed the City will distribute the NOP to other responsible and interested public agencies, and any other interested parties. During the 30-day period of public review for the NOP, ESA will prepare a scoping meeting, with assistance from City staff. The scoping meeting will be in the format of a workshop, with an opportunity for interested parties to receive project information and to provide comments on the scope and content of the EIR. At the scoping meeting, ESA will present a brief overview of the CEQA process, geared towards members of the audience with little or no experience with CEQA. Ideally, the meeting will be held in late afternoon/early evening, so that both agency staff and members of the public can attend. Following the scoping period, ESA will prepare a summary of comments received (both written and at the scoping meeting) for the City. This information will be presented to the Planning Commission at a regular meeting. At this meeting, ESA will present an overview of CEQA procedures relevant to the proposed project "CEQA 101." This presentation would provide decision makers and members of the public with an overview of the EIR process and the key decision points for the proposed project. 5-2 Ukiah Wal-Mart Expansion EIR {J~ 5. Scope of Work i On the basis of the results of the public scoping process, a more thorough understanding of the proposed project objectives, preliminary review of any additional project-related information, and preliminary agency consultations, the proposed EIR work scope presented herein may be revised as appropriate, and ESA will complete a revised contractual work scope if necessary in consultation with City staff. Meetings • Public scoping meeting • Scoping report meeting Deliverables • Electronic copies (MS Word/PDF) of the Notice of Preparation (NOP) Task 4: Prepare Project Description In consultation with City staff and, if determined appropriate by staff, the project sponsor, ESA will prepare the Project Description as early in the review process as possible. Following review by staff, ESA will incorporate comments and clarifications to ensure a complete, consistent, and accurate Project Description that will be sufficient to serve as the basis for impact analysis. The Project Description will be based on the project application, site plans, and other supporting materials and studies provided by the applicant. The Project Description will include the project location and site plan maps; a statement of project objectives (to be provided by the sponsor and/or City staff); a description of the project's characteristics; a statement of the anticipated uses of the environmental document; and a list of all discretionary permits, approvals, and agency review requirements. Deliverables • Electronic copies (MS Word/PDF) of the draft Project Description Task Prepare Administrative raft I ESA will prepare and submit the Administrative Draft EIR (ADEIR) for the proposed project in accordance with current CEQA Guidelines and any applicable local guidelines developed by the City. ESA shall prepare the ADEIR on the basis of the Project Description, any prior environmental review completed for the project site, any studies provided by the City, applicable environmental plans and policies, and new analyses, as appropriate. The technical issues and tasks to be addressed in the ADEIR are described below in Ukiah Wal-Mart Expansion EIR 5-3 5. Scope of Work Section E. Upon completion of the analysis, ESA will prepare and submit the ADIER to the City-for review and comment. The EIR will include the following individual sections: Introduction. The Introduction will describe the principal characteristics and objectives of the proposed project, and any planning and scoping processes through which the EIR scope was developed. The Introduction will also describe the role of the EIR in the overall planning process, and the procedural steps by which the EIR will be reviewed and certified. Summary. The Summary will describe the proposed project and alternatives, and will provide a summary table that outlines the project's significant environmental effects, mitigation measures that would reduce or avoid those effects and the parties responsible for their implementation, and residual levels of impact significance after mitigation. Alternatives to the proposed project will be described briefly in the Summary, as will the comparative impacts of those alternatives. The Summary will also identify any known principal areas of public controversy and will be suitable as a stand-alone document that summarizes the key conclusions identified throughout the EIR. Project Description. The proposed project will be described in text, tabular, and graphic form and will draw primarily from information provided at start- up meeting with City staff (Task 1) and from any additional information provided by planning, engineering, and design consultants for the project. Environmental Setting, Impacts, and Mitigation. To ensure report continuity and minimize redundancy in the discussions of each environmental topic, the EIR will present the setting, impacts, and mitigation discussions in one unified section. As required by CEQA, the setting will describe the environment in the study area "as it exists before the commencement of the project," that is, at the time the NOP is published. The setting will include a description of the existing and nearby facilities and operations currently on the site. The setting will be presented from site- specific, local, citywide, and/or sub-regional perspectives, as appropriate to each environmental topic. The environmental effects of the proposed project will be presented under each topic of analysis. The operational effects of the project will be described as of the buildout year to be determined in consultation with the City. The EIR will describe construction impacts and well as operation impacts. The EIR will also evaluate cumulative impacts associated with the proposed project 5-4 Ukiah Wal-Mart Expansion EIR ' ' S 5. Scope of Work The mitigation discussion will be presented by environmental topic and any significant environmental effects of the mitigation measures will be identified. The mitigation measures will be presented in the form of directives (i.e., "shalls"), to facilitate their conversion to conditions of project or alternative approval, unless otherwise requested by City staff. See Section E., Technical Issues and Tasks, below, for discussion of the scopes of work to be conducted under each technical topic in the EIR. Alternatives. The Alternatives section will present a comparative analysis and impact matrix for up to three alternatives to the proposed project, including the CEQA-required no-project and environmentally superior alternatives. The narrative discussion of each alternative will consist of three components: Description of Alternative, which will describe the uses, intensities, and design concepts of each alternative, and will contain a brief narrative description of its distinctive characteristics and objectives. Distinctive Environmental Characteristics of Alternative, which will identify the impacts of the alternative as well as the major differences between its impacts and those of the proposed project; and ® Status of Alternative, which will indicate the status of each alternative, its relative environmental advantages and/or disadvantages, and factors relevant to its feasibility. The EIR will also identify any alternatives considered but excluded from analysis in the EIR, and will explain the reasons for their exclusion, based on information provided by the applicant to the City and based on City input. The EIR will also explain the reasons for including the alternatives that are selected for analysis in the EIR. For purposes of costing, it is assumed a total of three alternatives will be assessed in the EIR. Statutory Sections. The EIR will contain the following additional statutory sections, as required by CEQA: ® Significant Environmental Effects (including significant, unavoidable effects) ® Effects Found Not to be Significant ® Growth-Inducing Impacts ® Persons and Organizations Consulted ESA will prepare the discussion of each of these topics based on the analyses presented in the EIR. Ukiah Wal-Mart Expansion EIR 5-5 5. Scope of Work Appendices. Supporting technical studies may be included as appendices to the EIR, as appropriate and feasible. However, the EIR is proposed to be a self- contained document, generally comprehensible without reference to appendices. Meetings ® Progress meeting with City staff Deliverables ® Fifty (50) printed copies and fifteen (15) electronic copies (MS Word/PDF) of the ADEIR on CD Technical Issues and Tasks Traffic and Circulation Proposed expansion of the existing Wal-Mart store to allow for grocery sales and the extension of business hours to 24 hours per day, 7 days a week would result in the generation of additional patron, employee and delivery traffic at the project site and vicinity. Traffic, pedestrian, and bicycle patterns could also be affected by the proposed project. The expanded loading dock and an increase in daily delivery trucks could also affect circulation patterns in the vicinity. ESA will contract with W-Trans for the transportation analysis; their scope of work is provided below. ESA's in-house professional traffic engineer will work with W-Trans to incorporate transportation, traffic, and parking impacts from the W-Trans study into the EIR, and ensure that the data, analysis, and impact determinations are presented in the context of CEQA requirements. Tasks ® Where recent existing conditions are not available from other sources, new weekday a.m. and p.m. peak hour turning movement counts will be obtained for the following study intersections: 1. South State Street/Mill Street 2. South State Street/Gobbi Street 3. South State Street/Talmage Road 4. South State Street/Hastings Avenue 5. Talmage Road/Waugh Lane 6. Talmage Road/Airport Park Boulevard 7. Talmage Road/Highway 101 South Ramps 8. Talmage Road/Highway 101 North Ramps 5-6 Ukiah Wal-Mart Expansion EIR / I~ t e1 5. Scope of Work z 9. Talmage Road/Hastings Frontage Road 10. Airport Park Boulevard/Wal-Mart Driveway 11. Airport Park Boulevard/Commerce Drive ® A TRAFFIX network will be developed to include all of the existing study intersections and new traffic counts. In order to assess potential queuing interactions among closely-spaced intersections, a SYNCHRO/SIMTRAFFIC network will also be developed for Talmage Road between Waugh Lane and Hastings Frontage Road. ® The circulation network within the study area will be field surveyed to verify right-of-way controls, lane configurations, signal phasing, transit facilities, sidewalks, and bicycle facilities. ® Existing Conditions at the eleven study intersections will be determined. Level of Service (LOS) calculations will be based on Highway Capacity Manual 2000 methodologies. Results of the analysis will be described in the text and summarized in a Level of Service table. Copies of all calculations will be provided in a technical appendix. ® Baseline traffic conditions will be developed for the weekday a.m. and p.m. peak hours for the anticipated year that the project is expected to become operational. In order to establish projected traffic volumes for this scenario, a list of the approved projects expected to be completed by the short-term year will be obtained from City staff. The trips associated with this development will then be distributed to the study area road network. The results of the Baseline analysis will be presented as indicated above for Existing Conditions. SYNCHRO and/or SIMTRAFFIC will be used to determine the adequacy of turn pocket lengths at closely-spaced Talmage Road intersections including Airport Park Boulevard and the two US 101 freeway ramps. Roadway improvements on Talmage Road between South State Street and the US 101 interchange are included in the Ukiah Valley Transportation Impact Fee Program. Representatives from the Mendocino Council of Governments (MCOG) and/or the City of Ukiah will be contacted to discuss the anticipated timing of these improvements, and to determine which (if any) of the improvements should be included in the future traffic analysis scenario. Projected future volumes at the study intersections will be obtained from the Ukiah Valley Area Plan (UVAP) traffic model and used along with planned future geometrics to evaluate long-tern operation under the model's 2030 forecast year. The results of this analysis will be presented as indicated above for the Baseline scenario. It is assumed that a local agency (City, County, or MCOG) will supply a.m. and p.m. peak hour plots from the traffic model for the 2007 Base year and 2030 Future year model runs. Ukiah Wal-Mart Expansion EIR 5-7 5. Scope of Work ® Mainline traffic operation during the p.m. peak hour will be determined for segments of US 101 to the north and to the south of the Talmage Road freeway interchange for Existing, Baseline, and Future conditions. ® Collision history data available from the CRP's Statewide Integrated Traffic Records System (SWITRS) will be reviewed to determine if any of the study intersections have experienced collision rates higher than the statewide averages. ® Transit service will be described, including routes and frequency of service, and presented graphically. ® Existing pedestrian facilities in the study area will be field surveyed and described. ® Information regarding existing and planned bicycle facilities in the study area will be described. ® Conduct an existing parking occupancy survey for the Walmart parking lot as well as any lot within the Airport Business Park which is within a quarter mile walking distance to the WalMart entrance. The parking survey area will be segregated into subdistricts for the data collection purposes. The surveys will be conducted for a 6-hour period (noon to 6 p.m.) on four separate days to assess existing parking demand levels. The date of the surveys will be reviewed with City staff, but is assumed that the surveys will be conducted during a non-holiday weekday, non-holiday weekend, holiday weekday and holiday weekend. The results of the parking occupancy will be summarized in the report. Based on the data occupancy and the existing Walmart store size, the existing parking occupancy rate will be determined. ® Estimate future parking occupancy with implementation of the project. The occupancy estimate will be based on the parking occupancy rate determined in the parking surveys and supplemented with applicable published data. In addition, parking demand will be estimated for the peak within each month of the year, using parking demand data from the Urban Land Institute. The parking estimates will then be compared with the new parking supply to determine if the proposed supply is within an adequate range or has too much capacity given the parking demand throughout the year. ® Development assumptions for the Wal-Mart expansion will be obtained from the applicant's project description. Careful consideration and correct application of appropriate trip generation rates is required for this type of project. The analysis will clearly define all assumptions and independent variables used to determine the additional vehicle trips that can be expected upon expansion of Wal-Mart to include grocery uses. ® Project-generated trips will be distributed to the road network based on patterns evident in the UVAP traffic model, in combination with consideration of the likely market area for this type of retail use. Pass-by 5-8 Ukiah Wal-Mart Expansion EIR f i~ ! 5. Scope of Work and diverted link trip assumptions, if applied, will be based on information published by the Institute of Transportation Engineers (ITE). The TRAFFIC model will be used to determine the anticipated traffic volumes for the Baseline and Future horizon years upon the addition of project-generated traffic. The projected vehicle queues at the closely- spaced intersections along Talmage Road will be projected using SYNCHRO/SIMTRAFFIC. Intersection and roadway operating conditions will be determined, and any results that do not meet the overseeing jurisdiction's established operational standards will be identified. The project's p.m. peak hour impacts to US 101 will be assessed for segments north and south of Talmage Road, in addition to merge-diverge analyses as appropriate. The project's potential impacts on non-motorized transportation modes as well as transit will be identified based on a qualitative assessment of existing facilities and anticipated future needs. The connectivity of pedestrian facilities linking the store to transit facilities and the surrounding sidewalk network, in addition to pedestrian safety, is of particular importance with this type of project. Preliminary comments on the Wal-Mart expansion provided by the Mendocino County Air Quality Management District to the City of Ukiah regarding pedestrian and bicycle circulation will be considered in the analysis. The residential area to the north of Talmage Road has experienced cut- through traffic issues. The project's potential to exacerbate these problems or adversely impact neighborhoods (including Betty and Lorraine Streets) will be assessed in the impact analysis. Consideration will be given to how traffic volumes may shift in the future upon potential installation of a traffic signal at the Talmage Road/Waugh Lane intersection (included in the Ukiah Valley Transportation Impact Fee Program). Traffic volumes for all scenarios along with project trip generation assumptions will be provided for use in the air and noise analyses. For any intersection that is forecast to exhibit adverse operation or queuing conditions, mitigation measures will be recommended. Each mitigation measure will identify the specific action necessary and expected level of significance after mitigation. Mitigation measures will also be proposed for any potential project impacts associated with site circulation and access issues, including on-site parking and delivery truck circulation as well as the adequacy, safety, and configuration of driveways on Airport Park Boulevard as well as impacts on alternative modes of transportation and existing residential neighborhoods. ® One EIR project alternative be evaluated in a qualitative manner. Ukiah Wal-Mart Expansion EIR 5-9 5. Scope of Work 2. Air Quality and Climate Change The project site lies within the Mendocino County Air Quality Management District (MCAQMD). The MCAQMD is in attainment for all Federal and State criteria pollutants, except for PM-10, for which it is designated as "non- attainment." The project could affect air quality in three ways: 1) during construction, the project would generate dust that could cause local violations of particulate standards, 2) during the operational phase, the project would contribute to regional ozone and particulate matter concentrations largely through the generation of truck and motor vehicle trips, and 3) during the operational phase, project-related traffic could increase local carbon monoxide concentrations at congested intersections in the project vicinity. Project operations could contribute to regional ozone and diesel particulate matter (DPW, which has been identified by the state of California to cause cancer, primarily through the generation of motor vehicle trips. The project would also result in an increase in greenhouse gas (GHG) emissions from increased motor vehicle trips and increased water and space heating demands. California Assembly Bill 32 (AB 32), the Global Warming Solutions Act of 2006, requires the California Air Resources Board (ARB) to establish a statewide GHG emission cap for 2020 based on 1990 emission levels, and to adopt mandatory reporting rules for significant sources of GHGs. Under AB 32, the ARB would have to adopt regulations by January 1, 2011 to achieve reductions in GHGs to meet the 1990 emission cap by 2020. At the present time, CARB'has adopted a Scoping Plan identifying 39 Recommended Actions to reduce GHG emissions within the state. Additionally, CARB has developed, but not yet formally adopted, a Preliminary Proposal for Setting GHG Significance Thresholds Under CEQA. The threshold, which would apply only to industrial projects, consists of a quantitative threshold of 7,000 metric tons of C02 equivalent per year (MT eCO2/year) for operational emissions (excluding transportation), and performance standards for construction and transportation emissions. These performance standards have not yet been developed. Two recent documents, CEQA and Climate Change published by the California Air Pollution Control Officers Association and .4 Technical Advisory on Addressing Climate Change through CEQA published by the state Office of Planning and Research suggest methodologies which should be considered in an adequate discussion of GHG impacts. Tasks ® Generally describe the climate and topography of Ukiah and discuss their influence over air quality. 5-10 Ukiah Wal-Mart Expansion EIR a 5. Scope of Work n ® Identify federal, state,: and local regulatory agencies responsible for air quality policies, regulations, and standards as they pertain to the project. ® Discuss current air quality in the project area based on air quality data from the monitoring station closest to the project site. ® Identify major. existing sources of air pollutants in the project vicinity (i.e., U.S. 101), including sources of toxic air contaminants or odorous emissions on the basis of inventory data compiled by the MCAQMD. Discuss existing emissions associated with activities at the site. ® Identify the locations of air-pollutant sensitive land uses or activities in the project vicinity and along roads providing access to the project site. ® Summarize statewide planning efforts relative to climate change and the generation of GHG emissions, including Assembly Bill 32, Executive order S-01-07 and the reporting and recommendations to date of the California EPA Climate Action Team. ® Identify the recommendations of the California Air Pollution Control Officers Association (CAPCOA) on how to analyze GHG emissions and global climate change in CEQA documents. ® Discuss CARB's Draft. GHG Significance Thresholds Under CEQA. ® Describe the significance thresholds for air quality impacts recommended by the MCAQMD. ® Discuss criteria air pollutant emissions likely to be generated during construction and evaluate the potential for construction dust (especially during grading of parking areas, if required) to cause local excesses of ambient particulate standards. ® Discuss the types of criteria pollutant and ozone precursor emissions sources associated with the project, primarily related to increased truck and motor vehicle traffic. ® Calculate the net change in emissions that would be generated by the project on the basis of the latest available emissions factors, the results of the traffic study for this report, and estimated energy consumption (natural gas and electricity). ® If estimated emissions exceed MCAQMD significance thresholds, calculate worst-case carbon monoxide (CO) concentrations at the two intersections most affected by project traffic using the CO screening model of the Bay Area Air Quality Management District and the results of the traffic study to determine whether project traffic alone, or in combination with cumulative traffic volumes, would exceed state and federal CO standards. Ukiah Wal-Mart Expansion EIR 5-11 5. Scope of Work ® Determine health risk to nearby residents from exposure to DPM generated by additional heavy duty truck trips that would result from implementation of the project. Emissions will be modeled using the EPA approved screening dispersion model SCREEN3 to determine maximum DPM concentrations at nearby receptors. Risk to receptors will then be calculated in accordance with the Office of Environmental Health Hazard Assessment (OEHHA) risk' assessment guidelines. ® Evaluate whether project impacts would exceed any of the MCAQMD recommended significance thresholds. Calculate the projects contribution to greenhouse gas (GHG) emissions based on net increases in traffic generation, natural gas combustion and electricity generation. Discuss the project's GHG emissions with respect to the goals of the GHG Scoping Plan of the CARB and potential significance thresholds such as the proposed 7,000 MT per day industrial project threshold of the CARB and the 25,000 MT/day mandatory reporting threshold of the CARB. ® Discuss the sustainability feature elements of the proposed project that would reduce GHG emissions compared to a "business as usual" development. ® Discuss the potential for the combined emissions from the project and cumulative development to adversely affect air quality or impede attainment of air quality goals. ® Identify practical, feasible mitigation measures for air quality impacts identified for the project. Evaluate whether mitigation measures would reduce the impacts below a level of significance and identify the parties who would be responsible for implementing each measure. 3. Noise The proposed project would result in temporary and intermittent noise increases during project construction as well as long-term noise increases due to operation of the project. Construction activities at the project site would intermittently and temporarily affect ambient noise levels at the project site, at any neighboring sensitive receptors. Over the long-term, the project could affect noise levels as the result of operation of additional loading bays and increased traffic generation on local roadways. The project would have the potential to increase truck deliveries, and associated noise associated with trucks and unloading operations, during noise-sensitive times of the day. It should be noted that the applicant has indicated a number of operational and structural measures to reduce delivery truck and loading bay noise, including 1) loading bays will use sealed rubber gaskets, 2) loading would occur directly from the truck to the building, and 3) engine idling by delivery trucks would be 5-12 Ukiah Wal-Mart Expansion EIR 5. Scope of Work prohibited. These applicant proposed measures would be considered in the noise analysis, and other potential noise measures would be identified, if needed, in the EIR. Tasks • Describe the existing noise environment within the project vicinity based on a site reconnaissance during which one long term (24-hour) noise measurement and up to three short-term noise measurements will be taken. The principal noise sources (and associated noise levels) will be identified. • Identify the locations of noise sensitive land uses in the project area. • Discuss relevant noise policies, regulations and standards, including those in the City's General Plan, and City ordinances. • Discuss the noise levels likely to be generated during construction activities and evaluate the potential for construction to adversely affect adjacent land uses or violate noise control ordinances. • Describe typical noise likely to be generated by activities on the project site. • Calculate the change in roadside noise levels resulting from the increase in vehicle trips resulting from the project. The FHWA TNM Lookup model will be used to determine any increases in roadway noise for up to three roadways used to access the project site. • Assess the potential noise impacts of the proposed new loading bays and service delivery doors. This analysis will consider noise generated by unloading operations, truck movement, and generated by transportation refrigeration units (TRUs) and will be based on measurements of the existing bays and consideration of the locations of the proposed new bays with respect to any potential sensitive receptors. The analysis of noise impacts will consider the incorporation of noise reduction measures proposed by the applicant. • Identify practical, feasible mitigation measures for noise impacts identified for the project. Evaluate whether mitigation measures would reduce the impacts below a level of significance and identify the parties who would be responsible for implementing each measure. 4. Land Use and Planning The 13.44-acre project site is located northeast of the intersection of Airport Park Boulevard and Commerce Drive. Highway 101 is approximately 200 feet east of the Wal-Mart store. Other uses in the vicinity of the project site include a gas station and fast food restaurants to the north, a shopping center to the south, and hotels/motels and professional office uses to the west. The project site is located within the Airport Industrial Park and is subject to the City's Ukiah Wal-Mart Expansion E1R 5-13 5. Scope of Work Airport Industrial Park Planned Development Ordinance (AIP-PD); the site is designated for Retail Commercial uses. Although the project would not result in a change of land use, it would result in an increased intensity of use due to additional building area and potential customers. The land use and planning analysis will include a discussion of any potential for conflicts with existing land uses, the Ukiah General Plan, the Zoning Code, or involve disruption or division of an existing established community. Tasks ® Identify and map existing land uses on the project site and in the immediate vicinity. ® Review applicable land use plans, policies and objectives of local and regional public agencies having jurisdiction over the project. ® Discuss the project's consistency with all other relevant plans and policies. ® Discuss the relationship of the proposed project to any development plans for adjacent and nearby properties, as applicable. ® Identify practical, feasible mitigation measures for potentially significant impacts (project-level and cumulative-level) identified for the project based on established significance criteria. Evaluate and discuss whether mitigation measures would reduce the impact(s) below a level of significance. 5. Urban Decay Analysis ESA's Subconsultant, CBRE, will prepare a comprehensive urban decay impact analysis of the proposed Wal-Mart expansion project. While socioeconomic effects are not considered significant under CEQA, indirect changes in the environment resulting from such effects should be examined (Bakersfield Citizensfor Local Control v. City of Bakersfield [124 Cal. App. 4th 1184]). The technical report prepared under Phase I, below, will identify and estimate the project's economic impacts and evaluate the potential for economic "blight" resulting from the project. The Phase I report will provide the basis for the EIR Urban Decay section, prepared by ESA. Phase I: Draft Report Production Task f. Project Initiation and EIR Coordination. CBRE Consulting will initiate the urban decay analysis through reviewing existing materials pertaining to the project and coordinating with ESA regarding key data points, such as project square footage, project opening date, trip distribution 5-14 Ukiah Wal-Mart Expansion ElR ry~ ' 5. Scope of Work J A assumptions, City of Ukiah population and household estimates and projections, and cumulative projects detail. The purpose of this will be to achieve consistency between the EIR and the urban decay study. Data required to support the analysis not included in existing materials will be specially requested. Task 2. Project Definition. CBRE Consulting will formulate a working definition of the project. This will include anticipated sales upon stabilization and assumed project opening date. This information will comprise a fundamental study baseline. CBRE Consulting will validate the assumption regarding the opening date with ESA prior to proceeding with the subsequent analysis, as this is a critical project benchmark. Based upon project information, CBRE Consulting will determine the retail categories comprising the net increment of sales. Task 3 Definition of Market Area. CBRE Consulting will define a market area appropriate for analysis of the project. This market area will be defined as the area from which the majority of retail demand for the project is anticipated to originate. This will be defined through several approaches, including visual observation and data analysis, such as analysis of the distribution pattern of existing and planned grocery stores, the location of existing and planned Wal- Mart stores (expanded Wal-Mart's and other) within the general region as well as other general merchandise stores, and retail sales leakage and attraction analysis for Ukiah and other potential constituent components of the market area. Examination of the area's geography and regional highway system will also contribute to the definition of this area. CBRE Consulting will additionally estimate the level of project demand likely to be generated from within this market area versus other sources of demand. Task 4. Demographic Estimates and Projections Compilation. Population and household demographic estimates and projections comprise a fundamental benchmark for purposes of CBRE Consulting's urban decay analysis. These estimates are an especially critical component of the retail demand and sales leakage analysis described in the following task. Accordingly, effort will be required to compile population and household estimates and projections for the market area, especially sensitive to recessionary times. These will be prepared using generally accepted government resources to the extent possible. Other resources will be used as deemed necessary. Prior to proceeding with the retail demand and sales leakage analysis in the following task, these estimates and projections will be reviewed with ESA. This task will provide an opportunity Ukiah Wal-Mart Expansion EIR 5-15 5. Scope of Work to ensure that any future households generated by planned residential projects in the market area are included in the household projections. Task 5. Retail Demand and Sales Leakage Analysis. CBRE Consulting maintains a retail demand and sales leakage model that estimates market area retail spending potential based upon households, income, and consumer spending patterns, and determines the extent to which a market area is or is not capturing this spending potential. Retail categories in which spending is not fully captured are called "leakage" categories, while retail categories in which more sales are captured than are generated by residents are called "attraction categories." CBRE Consulting will conduct this analysis for the Project's market area. Because of the nature of the expansion space, this analysis will primarily focus on food, general merchandise, and indoor garden center sales, but results for other categories will provide information about the relative positioning of the Ukiah retail market and its regional characterization. The Retail Demand and Sales Leakage Analysis can be best performed for jurisdictions with publicly reported taxable sales volumes (i.e., as reported by the State of California Board of Equalization). This means cities or groups of cities, as well as counties, although CBRE Consulting has developed methodology to approximate this level of analysis for other customized areas, if necessary. The Retail Demand and Sales Leakage Analysis will be operated for the data (four quarters) most recently available as of the study initiation date. Modifications may be necessary based upon local and regional trends in retail sales pursuant to the recession. It will be optimal if the City of Ukiah can provide recent sales tax trend data for this purpose. The findings will then be used as a basis for projecting the retail supply and demand conditions during the project's projected first year of operations. This latter analysis will take into consideration the extent to which relevant retail demand is expected to grow based on household growth by the time of the project's opening. Given the recent downward trend in sales, the analysis will also take into consideration recent sales trends, with a possible adjustment factor applied to the estimated market area sales base. The most recent time period results will indicate the extent to which the market area is currently capturing existing regional demand in categories relevant to the project, the extent of this attraction, and the extent to which there may be other regional potential to capture relevant sales. Moreover, the results will indicate the extent to which future area household and income growth may 5-16 Ukiah Wal-Mart Expansion EIR { r1 l. 5. Scope of Work _w impact the demand for new market area sales, coincident with the stabilization of the project. Task 6 Conduct Site Reconnaissance. CBRE Consulting will visit the project location. The primary purpose of this visit will be to understand the location of the site vis-a-vis competitive retailers (existing and planned, see Task 8). This task will be conducted coincident with Task 7 activities. Task 7. Existing' Comparable Store Impacts. CBRE Consulting has developed a quantitative approach to estimate the extent of existing comparable market area sales that might be diverted by new or expanded retailers.' The approach takes into consideration the extent to which existing market area retailers share in regional demand, the extent to which market area retailers experience net regional attraction or leakage in key retail categories, and the anticipated distribution of the prospective retailer's sales. The data points most critical to this analysis include the actual market area sales data, the Retail Demand and Sales Leakage Analysis, and the projected retailer sales. This quantitative analysis will be paired with tours of the relevant market area stores, to be determined following the earlier project definition. The purpose of the tours will be to identify relative retail niches, to generally assess the nature and strength of their operations, and to qualitatively assess the following: the degree to which the project may compete with existing stores; the associated level of sales losses that may be experienced by these type of stores (in general); and the duration of these prospective (if any) losses. Competitive stores will be identified through review of existing documents, Internet research, store listings and estimated sales identified by Claritas (a national provider of demographic and economic data), and field research. This analysis will also evaluate the potential for stores outside the market area to experience sales impacts associated with the project. These would be stores physically located outside the boundary of the market area but that which might experience sales declines due to shifting consumer shopping patterns. This will be accomplished by identifying generalized market areas for these stores and determining the extent to which their market area may overlap with the project's market area. CBRE Consulting will then estimate the existing household base within the overlapping area, determine the extent to which changed shopping habits of these households may hurt the outside market area stores, and identify the length of time necessary for the prospective lost sales to be compensated for by additional household growth in the entire market area for the outside market area stores. Ukiah Wal-Mart Expansion EIR 5-17 5. Scope of Work Task 8. Cumulative Impacts Analysis. In addition to examining the impact of the Project, the analysis will also consider the cumulative impacts of this development in association with other new development projects under construction or planned in the market area or surrounding area, as relevant. This will include projects with the potential to cumulatively impact businesses located outside the project's market area but with the potential to be negatively impacted by the project. This analysis will include projects known to the City of Ukiah and other market area jurisdictions (if any) for which entitlement applications have been submitted. Thus, projects with a reasonable expectation of being developed during or shortly after the timeframe of the project will be incorporated into the analysis. CBRE Consulting will additionally coordinate with ESA and the project's traffic consultant to ensure the use of common assumptions regarding planned projects. The preceding store impact findings will be augmented through sensitivity analysis to include these projects. Task 9 Urban Decay Determination. Based upon the preceding task findings, CBRE Consulting will develop an estimate of the extent to which development of the project may or may not contribute to urban decay in the market area. In order to establish baseline conditions for this analysis, a visual assessment of existing retail occupancy/vacancies and building conditions will be conducted, and any areas of existing or potential physical deterioration will be noted. A determination that the project could result in potential urban decay would need to be predicated upon a finding of negative economic impact so severe that stores might close as a result and that it would be expected that, those buildings and/or property, rather than being reused within a reasonable time, would remain vacant, deteriorate, and lead to the decline of the associated or nearby real estate. If CBRE Consulting finds no or minimal negative impact, then urban decay would not be a logical result. However, simple store. closures are not sufficient to cause urban decay, as such closures could provide an opportunity for new retailers or other tenants to occupy the vacated space or for property owners to engage in economic development efforts to improve properties. Therefore, CBRE Consulting will additionally contact commercial brokers active in the market area to obtain their perception of the potential for commercial leasing activity as well as their perception of the future and strength of retailing in the market area. Task 10. Report Preparation. CBRE Consulting will prepare a succinct report documenting the urban decay study tasks, approach, and findings. Quantitative findings relevant to the report will be fully documented and attached as exhibits. A draft will be submitted to ESA for review prior to 5-18 Ukiah Wal-Mart Expansion EIR 3 5. Scope of Work finalization for the Administrative Draft EIR. The report will be finalized for the Draft EIR (DEIR) upon receipt of a consolidated set of City comments. The urban decay report will be based upon time sensitive information, such as taxable retail sales data, planned project information, and real estate market analysis. If client review of the report or submission of the report to public authorities is delayed such that the time sensitive information becomes outdated and requires an update, additional time and fees will be required to complete this update. Depending upon the duration of the delay, the associated time and fees may be significant. A changed assumption regarding the Project size or Project opening date as agreed upon pursuant to Task 2, Project Definition, will also necessitate substantial edits to the report, resulting in additional time and fees. Phase 11: General Fund Revenue and Cost Impacts. CBRE Consulting will prepare an estimate of the net General Fund revenue impacts of the Project on the City of Ukiah. This will comprise revenues net anticipated City service costs. This analysis will focus on new revenues generated from property taxes, sales taxes, and other relevant revenues, net of existing property taxes and any sales taxes associated with potential sales diverted from existing Ukiah retailers. Information about development construction costs will be required to most effectively complete this task. If not provided, construction cost estimate can be formulated based upon industry reference materials. Any information provided for this purpose will be reviewed for reasonableness and the report will make a statement to that effect. The City service cost analysis will be general in nature and will be predicated upon discussions with key City of Ukiah department staff and a review of the most recently approved City of Ukiah budget. The budget will be used to determine average service cost estimates if estimates of site-specific cost impacts are not readily available from the City (i.e., marginal costs). These service costs will include major service categories such as police, fire, and public works. In conducting this task, CBRE Consulting will benefit from the assistance of a City liaison, who can identify the appropriate departmental representatives to contact and to introduce them to the study, our firm, and the need for their cooperation. The results of this phase will be included as a chapter in the report reviewing the urban decay analysis. Ukiah Wal-Mart Expansion EIR 5-19 5. Scope of Work Phase 111: Public Process Task f. Response to Public Comments. CBRE Consulting will review the relevant public comments submitted following distribution of the DEIR. CBRE Consulting will provide written responses to those comments directly pertaining to the report and relevant findings. The budget estimate assumes approximately 20 hours of staff time will be required to respond to comments. Task 2. Public Hearing Attendance. CBRE Consulting's project management will attend public hearings relevant to the project. This assumes no prior conflicts associated with the meeting dates. Other provisions may need to be made if such conflicts occur. For the public hearings, CBRE Consulting will prepare a presentation about the project if necessary, or simply be available to answer questions should any arise relevant to the urban decay analysis. The budget estimate assumes attendance at two public hearings, with each meeting lasting for an average duration of five hours. 6. Aesthetics and Visual Quality The Wal-Mart store is located adjacent to existing retail commercial and professional office uses to the north, south, and west. Highway 101 is located just east of the project site and has been designated as a Scenic Corridor through the Ukiah Valley by the City's General Plan. The proposed expansion would be located adjacent to the store on the north, south, and east. These areas are currently covered with ornamental grass lawns and paved parking and driveway areas. The proposed expansion would result in changes to the building fagade and the project site which may degrade the existing visual character of the site. Additional outdoor lighting may increase nighttime glare. The EIR. will describe the visual character of the project site and surrounding area in terms of the urban landscape and any scenic views. The EIR will analyze impacts on public views, including views from short- and long-range vantage points. This analysis will consider whether the store expansion will "substantially degrade or obstruct publicly accessible scenic views," with particular attention to the Highway, 101 Scenic Corridor. The analysis also will consider whether development under the proposed project will "substantially degrade the existing visual character or quality of the area," or result in a "substantial, demonstrable negative aesthetic effect." The change in visual character resulting from the proposed project will be described in the EIR. and the impacts of additional sources of light and glare will be examined. Analysis will also discuss the aesthetic review mechanisms included in local planning documents (design review, sign ordinance, community standards, etc.). Mitigation measures will be identified for any significant aesthetic impacts, as required. 5-20 Ukiah Wal-Mart Expansion EIR 7'--3 , 5. Scope of Work .J kj2 Visual simulations will be provided by the project architect. An ESA landscape architect will peer review the simulations and ESA will incorporate the simulations,' as appropriate, into the EIR. It is assumed that all visual simulations will be daytime scenes, and that night lighting will not be simulated. Given that the proposed project is an expansion of an existing Wal-Mart store, we believe that the impact can be characterized more as an increase in duration of the impact, and not so much as an increase in its intensity. That is, night lighting, including stationary lighting of the building and parking lot and headlamps from shoppers' vehicles, would be apparent throughout the nighttime hours with 24-hour store operation, whereas the store currently closes at 10:00 p.m., and lighting of the site is limited after that time. Thus, the impact could be described as the extension of the duration of an existing impact, which would substantially less dramatic an impact than would occur with development of a new store in an undeveloped location. Tasks ® Conduct initial site reconnaissance to document existing visual/aesthetic conditions. Conduct photo-documentation of representative long-, medium- and short-range views to and from the project site. Viewpoints may include' locations along Talmage Road, Airport Park Boulevard, Commerce Drive, and Highway 101. Additional viewpoint(s) may be sought from hillside residential neighborhood(s), as recommended by City staff. Describe long- and short-range views of development proposed as part of the project. ® Evaluate the mass, scale' and contrast of the proposed structures in relation to its surroundings. ® Discuss the consistency of the project with the applicable design review standards and urban design guidelines for the City and other relevant plans and policies pertaining to urban design. Analyze and describe changes in the visual environment that would result from project implementation. Assess any changes in views within visual corridors that include the project site. In the impacts assessment, apply and clearly explain significance criteria that have been derived from applicable planning policies and the CEQA Guidelines, including view obstruction or degradation, creation of a demonstrable negative aesthetic effect, or production of new light or glare. ® As appropriate, identify measures to mitigate visual and design-related impacts of the project. Mitigation would likely be of a general nature and could include measures which would affect building orientation, parking layout, and landscaping. ® Review and incorporate visual simulations prepared by the project architect. Ukiah Wal-Mart Expansion EIR 5-21 5. Scope of Work 7. Geology, Solis and Seismicity The proposed project is located within the Ukiah Valley which is a north-south trending valley between the Coast Ranges and Mayacamas Mountains in Northern California. Ukiah Valley is typical of the valleys found in this geomorphic province, where high sediment loads from the erosion of surrounding uplifted mountainous terrain are deposited. Bedrock formations surrounding the valley include marine sedimentary rocks, the Franciscan Complex - a heterogeneous assemblage of graywacke, shale, altered volcanics, chert, limestone, and greenstone, and unconsolidated/semi- consolidated alluvial and terrace deposits. These formations are typically very weathered and produce abundant gravel and sand sized sediments. The project site is located in a seismically active area with an active fault relatively close. The Mayacamas Fault Zone (MFZ) is located approximately one-half mile east of the project site. The MFZ extends 114 miles northward from east of Healdsburg to north central Mendocino County. The MFZ is identified by the California Geological Survey as an active fault under the Alquist Priolo Earthquake Fault Zoning Act on the basis of historic and on- going tectonic creep along the fault and geomorphologic evidence of fault rupture. Recent evidence of moderate earthquakes on the MFZ includes moment magnitude 4.3 and 4.4 events in December 2001. The fault has not generated fault rupture during recorded history. However, on the basis of the length of the fault, creep rates, and evidence of Holocene displacement, the fault is considered capable of generating a moment magnitude 7.1 earthquake. Generally, geologic issues of importance to a redevelopment project such as the proposed project include potential for damage and injury from severe groundshaking from a seismic event, presence of liquefiable soils, subsurface soils that exhibit expansive properties, and excessive erosion from exposure of soils during construction. Tasks ® Provide overall data review of area geologic conditions using published reports, maps, and any geotechnical reports that have been prepared for the proposed project. Summarize regional reports on soils, geologic materials, and seismic hazards. ® Using the soil association maps, verify soil types present in the project area. Confirm key soil constraints related to these associations and slope conditions. Such constraints could include depth, permeability, susceptibility to erosion or collapse, and limitations for foundation bearing. Identify special problems, such as potential for settlement, expansive soils and shrinkage problems (shrink/swell) and liquefaction. 5-22 Ukiah Wal-Mart Expansion ElR " 11]AS'A 5. Scope of Work • Describe potential soil engineering constraints in the project area. If engineering constraints exist, identify measures to minimize hazards to future structures and infrastructure. • Briefly review and confirm the seismic setting of the project and its susceptibility to seismic hazards. • Describe the erosion hazards of the area. Evaluate erosion as related to site conditions, including slope, erosion potential and proximity to drainage channels. Discuss the potential limitations that erosion hazard could place on development. • Prepare a setting section, summarize the regulatory framework, and determine the impacts of the proposed project based on information and data gathered. Determine impact significance through focused analysis and develop mitigation measures to reduce impacts, if possible, to less than significant levels. Discuss and analyze any cumulative impacts based on known future planning projects in the region. & Hydrology and Water Quality The proposed project area is located within the Ukiah Valley, which is part of the upper Russian River watershed. The Ukiah Valley is a narrow (2-miles wide), north-south trending valley between the Coast Ranges to the west and the Mayacamas Mountains to the east. The Russian River flows perennially in the area of the project site, primarily due to the influence of releases from Lake Mendocino. As with most watersheds draining the northern Coast Ranges, the response to rainfall is typically rapid, usually resulting in multiple large, short- duration high-flow events during the winter (i.e., a flashy rainfall-runoff response characteristic). Urban development has, over the years, altered the natural drainage patterns of the City of Ukiah. ESA will describe the hydrological setting of the City, including its location within the regional watershed system. This will include assessment of flood hazards from information sources available from agencies such as FEMA, USGS, and DWR. ESA will discuss potential flooding hazards, general management practices, and mitigation measures to reduce the effects of stormwater runoff. In particular, Caltrans has raised concerns about the capacity of existing storm drainage culverts beneath U.S. Highway 101 to accommodate additional runoff from the project site. Although the proposed project would result in an incremental increase in peak storm flows, Caltrans has requested that any such increase be retained on-site or otherwise redirected so that the capacity of the under-highway cross-drains is not further strained. Additionally, ESA will describe potential urban water pollutant types and their sources, and identify best management practices and mitigation measures to Ukiah Wal-Mart Expansion EIR 5-23 5. Scope of Work reduce pollutant levels associated with the proposed expansion. Using published reports, ESA will summarize general groundwater conditions in the project area and will discuss use of groundwater, trends and general aquifer conditions. This effort will rely on reputable published sources and will not include water quality testing, or field verification of stream conditions. Tasks ® Review ESA's library materials for hydrologic reports that have been conducted in the immediate area of the project. ® Review the storm water pollution prevention plan or drainage plan, if available, prepared for the project to determine outstanding data requirements, if any. ® Based on applicable Federal Emergency Management Agency (FEMA) and local agency maps, analyze potential flood hazard areas. Discuss the goals and policies of the General Plan with regard to development of flood hazard zones. Discuss the capacity of local drainage channels and systems that could be affected by the proposed project. ® Describe the extent and general character of the hydrological conditions in the local watersheds. Assess existing runoff conditions, surface water collection, and points of discharge. Identify the locations and discuss the character of surface water features, including watercourses and natural and artificial ponding areas. ® Discuss the impact of grading and changes to the surface gradient and the subsequent effects on surface runoff, including changes to drainage patterns and waterways. ® Evaluate the water table, its potential fluctuation, and effects from development. ® Review and discuss design storm flows and drainage. To ensure that concerns raised by Caltrans are satisfied and to provide adequate information for review by the City's Public Works staff, ESA will complete a separate drainage study for the proposed project, as described below. ® Discuss the overall quality of current stormwater runoff based on available data and existing conditions. Describe transport of existing pollutants in the local watersheds. ® Discuss likely water quality of site runoff based on the proposed expansion and increase in impervious surfaces and alteration of land use. Discuss general effects of urban development on stormwater quality. ® Evaluate proposed measures and their effectiveness for reducing stormwater quality impacts. Identify mitigation measures for effective 5-24 Ukiah Wal-Mart Expansion EIR 5. Scope of Work stormwater quality protection and their applicability to the proposed project. ® Evaluate and discuss potential impacts to localized groundwater resources through reduction of pervious surfaces. ® Evaluate the cumulative effect of the project on regional drainage and flooding. ® Prepare a setting section, summarize the relevant regulatory framework, and determine the impacts of the proposed project based on information and data gathered. Determine impact significance through focused analysis and develop mitigation measures to reduce impacts, if possible, to less than significant levels. Drainage Study ESA will review the site plan, grading plan, and landscape plan provided by the project applicant, along with the applicant's data concerning the changes in impervious surface that would result from various aspects of the project, including the increase in building footprint, increase in paved apron for the loading dock, increase in paved parking area, increase or decrease in landscaped area surrounding the store and parking lot, and any changes to existing landscaping. We will also review any sustainability-related features proposed as part of the project that could reduce the flow of stormwater runoff, such as pervious pavement, use of natural swales to direct runoff away from storm drains, or provision of drainage to site subsoil through channels directing runoff to pervious surfaces. Based on the information provided by the project applicant, ESA will use the Natural Resources Conservation Service (MRCS) TR-55 hydrologic analysis model or equivalent to compute the anticipated change in runoff from the site. These calculations will be made for up to five storm scenarios (e.g., 1-year, 5-year, 10-year, 25-year, 100-year, or other), as determined in consultation with Caltrans and City of Ukiah public works staff. Assuming the results of the analysis reveal an increase in peak runoff in one or more scenarios, ESA will recommend appropriate mitigation that can be included in the EIR to avoid the projected peak-flow increases. Mitigation could include the above noted provision of pervious pavement surfaces and incorporation of on-site pervious (landscaped) surface into the drainage plan, and could also include on-site detention of peak storm flows in underground or surface facilities. The draft drainage report will be submitted to the City (and, if directed by the City, to Caltrans) for one round of review and revision prior to being summarized and incorporated into the Draft EIR. Ukiah Wal-Mart Expansion E!R 5-25 5. Scope of Work 9. Hazards and Hazardous Materials The existing Wal-Mart store sells some materials that could be considered hazardous (flammable, poisonous, ignitable or corrosive) but they are transported, stored, and sold to customers in small quantities and in appropriate containers. Wal-Mart complies with federal and state regulations for hazardous materials management. The proposed store expansion would not affect Wal- Mart's hazardous materials procedures. However, the construction of the expansion could require the use of some hazardous materials including fuel, adhesives,' paint products, and certain construction materials. These materials would be transported to the site and stored temporarily onsite in accordance with state and federal hazardous materials regulations and workers would use these products as recommended by the manufacturer. The construction standards and practices of this project would be similar to other commercial construction projects. The potential that misuse of these products would result in a substantial risk to the public or the environment is very low. Other hazards considered under CEQA include hazards associated with airports, schools, and wildfires. The Ukiah Regional Airport is located less than one-mile from the project site. Land use compatibility in the vicinity of the Airport is controlled by the Mendocino County Airport Land Use Commission through the Mendocino County Airport Comprehensive Land Use Plan (CL UP). Wal-Mart is a commercial retailer and, as mentioned above, sells small quantities of hazardous materials in consumer packaging under appropriate federal and state regulations. There are no issues with this project regarding chemical hazards and proximity to schools. The proposed project is located in an urbanized commercial area and the threat of wildfire is low. Tasks ® ESA will develop a comprehensive understanding of the existing site conditions as it relates to past releases of hazardous materials into the underlying soils and groundwater. ESA will review databases for local and state agencies such as California Department of Toxic Substance Control and the Regional Water Quality Control Board, as needed, to determine risks and current regulatory closure status of nearby and onsite contaminated properties. ® ESA will review of state and federal hazardous materials and hazardous waste regulations and local ordinances, as they pertain to the project site. ® ESA will review the project's consistency with the noise, safety, and land use restrictions of the Mendocino County Airport Comprehensive Land Use Plan (CL UP). ® Using CEQA and established regulatory standards, ESA will identify significance criteria to be used within the EIR.. In general, significance thresholds for public health and safety will include an assessment of 5-26 Ukiah Wal-Mart Expansion EIR E 5. Scope of Work _ r explosion risk, site potential for wildland fires, use of fuels for heavy equipment, issues associated with the movement or upset of hazardous substances, and interference with emergency response plans or emergency evacuation plans. ® Identify feasible, appropriate mitigation measures to avoid or reduce adverse impacts. 90. Public Services and Utilities Expansion of the existing Wal-Mart and the addition of food sales would result in increases to the number of on-site daytime population that could, in turn, result in an increased need for police and fire protection services. The EIR will assess potential impacts of the project on police and fire services. Increased employment could indirectly increase use of, and impact to, local public parks and recreational facilities and may indirectly contribute to increases in the number of primary and secondary students in local school districts. However, inasmuch as retail employment typically does not generate wages high enough to induce migration, it is likely that project jobs would be filled by existing residents of Ukiah and surrounding communities, and that project effects on schools and recreational facilities would be very limited. The proposed project would increase utility usage and energy on the site. The project could also result in more intense use of some utilities at a time when energy resources may require conservation. Working closely with the applicant and City staff, ESA will assess the need for energy resources and utility services that include water, sanitary sewer service, gas, electricity, and communications services. ESA will use any studies already prepared as part of project planning to the extent practical. Tasks ® Describe existing fire protection and emergency medical services, including personnel, equipment, water storage, and adequacy of emergency water supplies. ® Describe the location of the nearest fire station(s), and describe the station's staffing, equipment, and response times to the project site. ® Describe any existing policies for fire protection and emergency medical services at the project site. ® Determine whether additional fire protection or emergency medical services staff or equipment would be required as part of the proposed project. Ukiah Wal-Mart Expansion EIR 5-27 5. Scope of Work ® Identify measures to mitigate any identified impacts on the environment generated by a,need to expand or improve fire protection and emergency medical services. ® Describe existing police protection services and security procedures at the project site; describe current response times and relevant crime statistics. ® Assess whether additional security personnel or procedures would be required as a result of the project. ® If additional security personnel and/or equipment would be required, assess whether new or expanded facilities would be required; describe whether new or expanded facilities could have a significant impact. ® Identify measures to mitigate any identified impacts on the environment generated by a need to expand or improve police protection services or security procedures. 11. Population and Housing While no residential development is proposed, the addition of approximately 50,000 gross square feet of retail space to the existing building would increase the daytime population of workers (e.g., office and retail employees) as well as shoppers at the project site. This change could alter the existing population and housing conditions within the City. The Population and Housing section will evaluate the population, job and housing impacts of the proposed project. Tasks ® Identify and describe existing business activity and employment, existing housing and population in the region, City and project area vicinity. Describe current conditions and trends in the local housing market: housing prices and rents, vacancy rates, and important demand and supply factors, including the role of local employment growth in the housing market. The assessment will include consideration of conditions not only in the City of Ukiah but in the wider region as well. Use information from real estate industry reports, local plans and available background reports. ® Review and assess current City of Ukiah plans and policies related to the housing supply, including policies of the City's General Plan Housing Element. ® Based on the number and type of jobs associated with the proposed project, identify the project's expected changes to the City of Ukiah's job to housing balance. ® Describe the housing demand associated considering the new employment associated with the proposed Wal-Mart expansion. Also consider the cumulative employment changes expected within Ukiah and the region from the housing market implications of the propose project. 5-28 Ukiah Wal-Mart Expansion EIR 7t r a 5. Scope of Work ® Where feasible and if necessary, identify potential mitigation measures for any both project and cumulative impacts to reduce the magnitude of the project-related adverse impacts to the local population or housing conditions. I2. Biological Resources The project site is located on a developed site with limited biological features to support wildlife habitat. Proposed expansion of the Wal-Mart store would be located mostly in existing ornamental lawn areas adjacent to the store on the east and another area to the southwest, and in smaller paved areas. Some existing trees would be removed as part of the expansion. The proposed project is anticipated to install new landscaping and trees surrounding the expanded building and new parking areas with species similar to those that currently exist on the Wal-Mart site. 92a. Arborist's Report ESA's in-house International Society of Arboriculture (ISA) Certified Arborist will survey the areas that would be impacted by the proposed project. Trees to be surveyed include all trees within the Ukiah Wa1Mart Expansion study area. The survey methods follow standard professional practices. The survey will consist of identifying, measuring, assessing, and tagging all trees in the project impact area. Trees will be tagged with 1 inch aluminum tags. Information collected will include the diameter of the tree at breast height (dbh) (54 inches above natural grade), the radius of the dripline (measured at the largest radius), the general condition of the tree and its components (root collar, trunk, limbs, foliage), the general structural health of the tree, and its overall vigor. All tree location data will be collected with a Global Positioning System (GPS). All tree location data will be converted into a GIS format. The GPS data will be used to analyze project impacts to tree resources using ArcGIS software. A tree impact surveymap will be prepared will be included in the arborist report. Arborist Report The Certified Arborist will prepare an arborist report for the project. The arborist report will provide the following information: • Botanical name of tree(s) by tree number; • Common name of tree(s) by tree number; • Location of tree(s) by tree number; Ukiah Wal-Mart Expansion EIR 5-29 5. Scope of Work • Circumference by tree number, • Dripline radius by tree number (measure longest radius); • Condition by tree number; The report will also include recommendations for the removal and/or protection of trees on site as well as measures to protect trees during construction of the project. Note that the existing olive trees within the parking lot are to be removed and replaced as part of the proposed project. Therefore, they will be identified by species name and location and will not be surveyed for size and condition. A typical description of the size/radius (for purposes of determining shade area) of the olive trees will be included. 13. Cultural Resources Although no cultural resources are known to exist at the project site, ESA will conduct an updated records search at the Northwest Information Center to confirm that no new information is available that indicates the possible existence of prehistoric archaeological resources on or near the site. ESA will also contact the Native American Heritage Commission to request information on any known sacred sites within the project area and to request a list of contacts for Native American tribes who may have an interest in the proposed project. ESA will contact all tribes regarding the project and potential impacts to Native American resources. 14. Alternatives In addition to the proposed project, the EIR will evaluate several alternatives. ESA will work with City staff and information received during the scoping process to define the alternatives to be analyzed. Our scope of work assumes three alternatives, including the No Project Alternative. The EIR may also identify other alternatives which were identified and rejected as infeasible. ADEIR Document The ADEIR will be delivered to City staff and the ESA team's CEQA attorney (see Task 12) for review and comment. Deliverables ® Ten (10) printed copies and five (5) electronic copies (MS Word/PDF) of the Screencheck DEIR.; 5-30 Ukiah Wal-Mart Expansion EIR 5. Scope of Work JA _ Task 6: Prepare raft I After City staff has reviewed and commented on the ADEIR, ESA will incorporate the necessary revisions based on one (1) consolidated set of non- contradictory comments from the City and prepare and submit copies of a screencheck Draft EIR (DEIR) for approval by City staff. Upon staff approval, ESA will submit 50 copies and 15 CDs of the DEIR. This scope assumes ESA will provide a single delivery of the final DEIR documents to City staff for its distribution to the public and responsible agencies. However, if requested by the City, ESA can deliver the required copies of the DEIR and Notice of Completion to the State Clearinghouse. ESA will also prepare a draft Notice of Availability (NOA) and a draft Notice of Completion (NOC) for review by City staff and, following receipt of comments, will prepare a final NOA and final NOC for distribution by the city. Deliverables ® Ten (10) printed copies and five (5) electronic copies (MS Word/PDF) of the Screencheck DEIR; ® Fifty (50) printed copies and fifteen (15) electronic copies (MS Word/PDF) of the DEIR on CD ® Draft and Final Notice of Availability and Notice of Completion. Task 7e Prepare raft Mitigation Monitoring and Reporting Program Following publication of the DEIR, ESA will prepare a draft Mitigation Monitoring and Reporting Program (MMRP) in compliance with Public Resources Code Section 21081.6, CEQA Guidelines Section 15097. For any significant impact identified in the DEIR, the MMRP will describe the required mitigation and the responsible parties, tasks, and schedule for monitoring mitigation compliance. ESA will submit the draft MMRP to the City for review and comment; ESA will then submit a revised MMRP to the City in conjunction with Task 9 (Final EIR). The MMRP will be prepared in the form of a matrix, and may be either bound in the Final EIR, or submitted separately, at the City's discretion. Ukiah Wal-Mart Expansion EIR 5-31 5. Scope of Work ask 9: Prepare Administrative raft Final I (Response to Comments on the Draft 1) At the conclusion of the 45-day public review period for the DEIR, ESA will discuss the comments received, and the appropriate responses and response strategies to those comments, with City staff. ESA will identify key issue responses and identify possible master responses. It is anticipated that ESA and City staff will agree on the overall approach to responding to comments and will assign specific tasks associated with the preparation of these responses. Should the public comments raise issues not previously within the scope of work, ESA will consult with the City to achieve cooperative resolution of the out-of-scope issues or comments that prompt substantial additional work beyond that assumed by the proposed budget. ESA will submit the Administrative Draft Final EIR (ADFEIR) (Response to Comments on the DEIR) to City staff and the ESA team's CEQA attorney (see Task 12). City staff will review the document and provide ESA with one consolidated set of non-contradictory comments. Meetings ® One (1) meeting with City staff to discuss comments on the Draft EIR, identify substantial issues raised and appropriate response strategy Deliverables Ten (10) printed copies and five (5) electronic copies (MS Word/PDF) of the Administrative Draft Final EIR on CD Task 9: Prepare Final I Once the ADFEIR has been reviewed by City staff, ESA will incorporate any necessary revisions based on one consolidated set of non-contradictory comments from the City and will submit a screencheck for approval by the City. Upon staff approval, ESA will submit the Final EIR. This scope assumes ESA will provide a single delivery of the Final EIR documents to City staff for its distribution to persons or agencies that commented on the DEIR. Deliverables ® Ten (10) printed copies and five (5) electronic copies (MS Word/PDF) of the Screencheck FEIR; ® Fifty (50) printed copies and fifteen (X15) electronic copies (MS Word/PDF) of the FEIR on CD 5-32 Ukiah Wal-Mart Expansion EIR f 5. Scope of Work ` _J k 3 Task 9a: Prepare Notice of Determination Upon approval of the project by the City Council-if forthcoming-ESA will prepare a draft Notice of Determination (NOD). Following review and approval by City staff, will arrange for filing of the NOD with the Mendocino County Clerk and with the State Clearinghouse. Filing with the County Clerk must be accompanied by the appropriate state Department of Fish and Game fee, as well as any applicable filing fee(s) assessed by the clerk. These fees must be paid by the City or the project applicant. Task 1: Public Meetings and Hearings The ESA project manager, project director, and key technical staff as needed, will attend the public hearings on the EIR. It is anticipated that one hearing will occur during the 45-day public review of the DEIR, and three meetings will occur after the Final EIR is issued as part of the project hearings. These meetings may be conducted by the Planning Commission and/or City Council (if the project is appealed). As part of this task, ESA will prepare findings and (if necessary) a statement of overriding consideration (SOC) as required by CEQA. The draft findings and SOC will be reviewed by the ESA team's CEQA attorney (see Task 12). The ESA project manager will also attend up to three (3) community meetings, held either by the project applicant or the City. ESA team members will be available to attend additional meetings and hearings beyond those included in he proposal on a time-and-materials basis upon the request of the City. Task 11: Expanded Public Notice The ESA scope provided above meets all CEQA requirements. This additional task would provide expanded public notice to the public. This expanded public notice is consistent with CEQA Guidelines 15087(b) and 15201. Develop Project Mailing List Objective. Assist City staff in building and maintaining a comprehensive project mailing list. This will also be used as part of a database to continue comment tracking. Approach: ESA would develop the list from existing sources and maintain and update the list over the course of the project, using it in the CEQA process and as the primary vehicle to inform the public about the project. Ukiah Wal-Mart Expansion ElR 5-33 5. Scope of Work Schedule: Initial work on the mailing list will occur upon notice to proceed (NTP). Expansion, editing, and updating activities will take place throughout the project. Creation and Dissemination of Project Announcements Objective. Produce single sheet or postcard announcements at key points throughout the project. They can serve as a mechanism to share information about the project and remind the public of upcoming dates or milestones. The announcements will also identify available documents, including electronic documents on the City's website. These announcements would be informal, and would augment the required notices (NOP, NOA, etc.). Approach; ESA will develop the announcement and deliver for review and approval by the City. ESA can compile and summarize comments generated by the announcement's dissemination as well. Schedule; Announcement could be sent out at various times during the CEQA process per City direction, but it is suggested they correspond with (1) the scoping period, (2) DEIR review and hearing, and (3) release of the FEIR. Task 1 Attorney Review For review of the legal adequacy of the EIR, ESA will contract with the firm of Remy, Thomas, Moose and Manley, LLP. As requested by the City, this task includes review of the administrative draft EIR, administrative final EIR, and the Findings of Fact. Consultation with City staff and the City Attorney is also assumed. Costs for legal review (see attached Table 6-1) is based on an assumption of 50 hours to review and comment upon the administrative draft EIR, 30 hours to review comments on the draft EIR and responses, 15 hours to review findings, 18 hours for meetings (3), and 20 hours to cover assorted conference calls and consultation. Cost is based on a blended rate of $275 per hour. ESA will not charge our standard administrative mark-up for legal review. 5-34 Ukiah Wal-Mart Expansion EIR O O N O N d .G E O I W C J 2 V) CI R Q LU a W U IL R D y O R W F d' U 0 0 0 0 0 O 0 0 0 0 0 n ~ N o m 0 0 V o ' `V' a M o ' 0 0 0 0 0 0 O 0 f0 y m N V Q N n 1~ m N N m O N N Nl O! ~Y « O N V : Yl O . W m 1% 0 V h [p N ~ ~ N A K M mi N V N m i~ M M N M N ~ N K (7 ~ M N Qi r n < R a° - - - - - - - - - - - - - - - - - - Y ~Il M n N M O V N M. m ~ V N N m N V m ? « O M m ~ ~ ~ m V tp N N M m N 0 M (p P aT m N C O N e O 3 ~ c Fs o 0 0 0 g o o ~ o ~ o ~ o o ~ o 0 0 O n tM~l fr') N N ~ ~ ~ N N Omi $ q V3 M • Vl M N M• tl} V3 NY UY d} K V} M • Yh H M• ~F} - - - - - - - - N - - - O bt ' ~ O w V N O m m m m y ~ W V - L v M . 0 Z ~ m V N O N V st C N V' O m C ~ m N v tM O N E ~ Q a ' ° V' V m N N N V N m n 0 ~ m ;e a o w M o ~ cV o ~ 6 m` w 0 O 0 0 0 0 0 0 0 0 o o o ~ a o 0 0 0 0 0 m 0 0 0 o o a m N M N ? O V m N N m O N m E O~ i~ d' « O N n C ? ~ O ~ m M N ~ m sT m N M s F M n ~O Ip sY I ~ N m V N m n M M N M N m m V N M N N n N N M N Vt d3 d} 43 tlY M• ( /Y f9 by b} tp fR tlT f A fH V} tl} tl} VT b} b} M• (F} dy pT ~q y} R m O ~ N ~ ~ N N M V' ~i c O 4 U = x Y 3 r N N at m r O ~ 2' N o ~ Y = N ~ O C m sr m P O N m O ( O O m N N Y ^ 0 0 0 0 a o M P N N d' M r V V 1ff V mw c4 1 A 0 u ~ ~ N m M mU~ U ~ 9 N N N N m of T m ~ M ' ~ Ot r v r a Q ~ N fa N ~ W ~ m m O V'. m O a o m u~ V ^ O N eq~y mum ~zN e n . lp f~ ~ D N N m N M N (D m m N m ~ ^ m N` M O? N p $ r~ H mom M r m N N N m N N N N N N N O m O L ~ O i V N q _ = O Y d b t m K m ~ x ~ F o M m ¢ w a a m 'm W M p W ' ~ Q d' N U m w' a ¢ _ m W a W m U V LL - ` U F E Q o . c u v m o s m. . . .2 " c m y N; m m 0 .2 LL S m O U F E v a n ' v m d` > = ° = v G ' g ar L" m rn g m d U m m m w w ~ c v O 1 c w w m v a 7 0 'm o o a a E ` o o W o o m a` P a N m v` a s a a° m y rd v o a v v ~ = Z E o _ a f°- ` N ww O O N M V M m 1~ m O1 0 ~ N o m x O m G ° ° a v i - i a n . N Of O m ~ N ~ ~ M~ Ci N n m A N ~ V ~O en- ' m n M w w vs w w *n .n a .R w N U 0 a J 0 m IL m 0 « n V E a E S E G U w ~ m v K C C 111 p, N W nw c '9 n W E W X W o p Z a Q w o g Z O Q a w w N O N 0 3 II Q lLl J U N C m 4 c m V N m o a o a ~ E c ~ o e W x m E 9 c a N li N O 0. ® 4) C Q° x LU °L. L ~J . z v~ 0. W 0 O O O O , O a O O c- N I- V co O O LO n 64 64 54 ffr Ef} E9 69 tf} fPr ff} to N w C C O N a m X ww N G i (1) in U o D U) CJ ca a),, C Cr N C c6 O .LZ o c ~D o p N O c N N -y O m C t6 U C O 12 u N N m cm Fu cm 1) ~ u :6 a Co v c .S m c 01 N Q) N a t5 :E o o O F a`a`on°. >-01 00 U)- a ~f U Q . . . 1 C) to r- Lo N N V* ffl. EFT 6% 6% Gn} V)- 6-3 ER to tfi} tf} En} C m ,a OJ 0 L d 6 d. a) Cn 000 N m a~ H ca w m v a? o u) to a) X a `o E o 0 N a o O N :j O Y m c'' p tT a 0 N = 'E ca p o Q) O. a) 'j n- a5 ca Q- U Q o a a~ o a) la m m` m to t3 U a T U S (D I- 3 9 z n C=O ii o U5: w LO ap F- d d C O = s Q. O U) Q V v+ a' W N ! O O C~ O I I I I I i I 1 M 6p a m U r o M r C m O a Q CO r M ~a y is V3 W. 69 6f} uqr 6f4. 673. 64 64 64 64 64 673 64 64 6g 64 6 9 09, 1 1 1 i. I i i I I I I i l p M C O O co LL 67 3 6 4 6 4 6 4 6% 6 9. 64 64 61). 67 3 64 69 64 6 4 6 0 64 69 693 O O O I I I I I i i I I I CD Ice ~ { O In O L O M p M ..A. I r~ to It co co CO Ib 62 C C fH 64 V 3 6 4 fH H 3 ft } W . 6 b 9 ffl W . 6% 63 64 6fl 69 69 m o c v " II y 7 y N 6% G N' ~ C N I L O a ~ N o tf i Il co L 1 O p O O M M M ye co co Cl) 7 G V ~ n 3 673 I a o a p LC1 {j N I d: to _m W N o U s fD CD O O R 6n In O' 0 0 663 ER a f - c as c O N L O m Ci y . C D 3 d E z X -'4 U) rn m m O N- n LL O O O O O C O O O 0 O 6 0 0 [ O O Ui U. 0 O m W ~ W # W ~ L W C Citi? r:.f...-~.Tkzafi EXHIBIT "B" INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to properly which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: A. Insurance Services Office Commercial General Liability coverage (Form No. CG 20 10 10 01 and Commercial General Liability - Completed Operations Form No. CG 20 37 10 01). B. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). C. Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. II. Minimum Limits of Insurance Contractor shall maintain limits no less than: A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury and properly damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Insurance must be written on an occurrence basis. B. Automobile Liability: $2,000,000 per accident for bodily injury and property damage. Insurance must be written on an occurrence basis. C. Worker's Compensation Employer's Liability: $1,000,000 per accident for bodily injury or disease. III. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the insurer to reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officers, officials, employees and volunteers; or the Contractor to provide a financial guarantee satisfactory to the City guaranteeing payment of 10 losses and related investigations, claim administration and defense expenses; or to approve the deductible without a guarantee. IV. REQUIRED Insurance Provisions Proof of general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: A. The City, its officers, officials, employees, and volunteers are to be covered as ADDITIONAL INSURED with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment, furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy. B. The workers' compensation policy is to be endorsed with a waiver of subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses paid under the terms of this policy which arises from the work performed by the named insured for the City. NOTE: You cannot be added as an additional insured on a workers' compensation policy. C. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. D. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. E. Note: (This protects the Contractor) -Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of Civil Code. V. RATING - Acceptability of Insurers Insurance is to be placed with admitted California insurers with a current A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short- term credit rating. VI. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by the City. If endorsements are on forms other than the City's forms, those endorsements or policies must provide coverage that is equivalent to or better than the forms requested by the City. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time. 11 VII. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. 12 /oJ rM CERTIFICATE F LIABILITY INSURANCE DATE (MMIDDIYYYY) 12/16/2009 PRODUCER Woodruff-Sawyer & Co. 220 Bush St., 7th Floor THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Francisco CA 94104 (415) 391-2141 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Greenwich Insurance Company 22322 Environmental Science Associates 225 B h St it 1700 t S INSURER B: XL Specialty Insurance Company 37885 us ree e , u CA 94104 San Francisco INSURER C: , INSURER D: INSURER E: r nVr_PAr_F}2 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR DD' INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM DD POLICY EXPIRATION D LIMITS GENERAL LIABILITY GEC001336706 01/01/2009 01/01/2010 EACH OCCURRENCE s 1,000,000 A DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurence 1,000,000 S CLAIMS MADE a OCCUR MED EXP (Anyone person) $ 5,000 X X Contractual Liability PERSONAL & ADV INJURY $ 1,000,000 X Stop Gap Employers GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOPAGG $ 2,000,000 POLICY X PRO- LOC B AU TOMOBILE LIABILITY AE0001336506 01/01/2009 01/01/2010 COMBINED SINGLE LIMIT i 0{}0 000 $ 1 X ANY AUTO dent) (Ea acc , , ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) X Deductible: S 5,000 PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTH ER THAN EA ACC S AUTO ONLY: AGG $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ 2,000,000 A X OCCUR FICLAIMSMADE UECO01336606 01/01/2009 01/01/2010 AGGREGATE $ 2,000,000 $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND WECO01337406 01/0112009 01/01/2010 WC S7ATU- OTH- 1 TORY B EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ 1,000,000 ANY OFFICER/MEMBEREXCLUO D7ECUTIVE E.L. DISEASE-EA EMPLOYE $ 1,000000 SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 OTHER $ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS REPLACES CERTIFICATE ISSUED 12/9/09. D209418.00; Ukiah WalMart Expansion EIR. The City of Ukiah, its officers, officials, employees and volunteers are named additional insureds on the GL and Auto coverages per endorsements CG 2010 07 04, CG 2037 07 04 and XIC 411 1007 attached. Coverage is primary and non-contributory. Waiver of Subrogation applies to We coverage per form WC 99 01 06 attached. t:tK I II-IUA I L HULUkK L:ANt:tLLA I IVN IO tray noace for t4on-raymenc or rreimwn City of Ukiah Community Development Department 300 Seminary Avenue Ukiah, CA 95482 LOAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~t ACORD 25 (2001108) ID © ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The' Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001108) NAMED INSURED: Environmental Science Associates POLICY NUMBER: GECO01336706 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSEES OR ADDITIONAL INSURED - OWNERS, CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations City of Ukiah REPLACES CERTIFICATE ISSUED 12/9/09. D209418.00; 300 Seminary Avenue Ukiah WalMart Expansion EIR The City of Ukiah, its Ukiah, CA 95482 officers, officials, employees and volunteers are named additional insureds on the GL-and Auto coverages per endorsements CG 2010 07 04, CG 2037 07 04 and MC 411 1007 attached. Coverage is primary and non-contributory. Waiver of Subrogation applies to We coverage per form WC 99 01 06 attached. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 O ISO Properties, Inc., 2004 Page 1 of 1 ❑ NAMED INSURED: Environmental Science Associates POLICY NUMBER: GECO01336706 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSEES OR ADDITIONAL OWNERS, . CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Location And Description Of Completed Operations City of Ukiah REPLACES CERTIFICATE ISSUED 12!9109. D209418.00; Ukiah Community Development Department WalMart Expansion EIR. The City of Ukiah, its officers, officials, 300 Seminary Avenue employees and volunteers are named additional insureds on the GL Ukiah, CA 95482 and Auto coverages per endorsements CG 2010 07 04, CG 2037 07 04 and 39C 411 1007 attached. Coverage is primary and non-contributory. Waiver of Subrogation applies to We coverage pe form WC 99 0106 attached. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section it - Who -Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s)•.shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that ad- ditional insured and included in the "products-com- pleted operations hazard". CG 20 37 07 04 Copyright, ISO Properties, Inc., 2004 Page 1 of 1 UNIFORM NAMED INSURED: Environmental Science Associates POLICY NUMBER: AECO01336506 XIC 411 1007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM A. LIABILITY COVERAGE, Who Is An Insured, is amended to include as an "insured" any person or organization you are required in a written contract to name as an additional insured, but only for "bodily injury" or "property damage" otherwise covered under this Policy caused, in whole or in part, by the negligent acts or omissions of 1. You, while using a covered "auto"; or 2. Any other person, except -the additional insured or any employee or agent of the. additional insured, operating a covered "auto" with your permission; Provided that: a. The written contract is in effect during the policy perlod of this Policy; b. The written contract was signed by you and executed prior to the "accident" causing "bodily injury" or "property damage" for which liability coverage is sought; and c. Such person or organization is an "insured" solely to the extent required by the contract, but in no event if such person or organization is solely negligent. B. The Limits of Insurance provided for the Additional Insured shall not be greater than those required by' contract and, in no event shall the Limits of Insurance set forth in this Policy be increased by the contract C. General Conditions, Other Insurance is amended as follows: Any coverage provided hereunder shall be excess over any other valid and collectible insurance available to the additional insured whether such insurance is primary, excess, contingent or on any other basis unless the contract specifically requires that this Policy be primary. All terms, conditions, exclusions and limitations of this Policy shall apply to the liability coverage provided to any additional insured, and in no event shall such coverage be enlarged or expanded by reason of the contract All other terms and conditions of this policy remain unchan ed. City of UkiahCommunity Development Department 300 Seminary Avenue ! Ukiah, CA 95482 r±== - REPLACES CERTIFICATE ISSUED W9109. D209418.00; ilkiah walmart Expansion (Authorized Representative) FIR. no City orUkiah, its officers, officials, employees and volunteers am named additional insureds on the GL'and Auto coverages per endorsements CG 2010 07 04, CC 2037 07 04 and XIC 411 1007 attached. Coverage is primary and non-contributory. Waiver of Subrogation applies to We coverage per form WC 99 01 06 attached. XIC 411 1007 © 2007, XL America, Inc. Page 1 of 1 Includes copyrighted material of Insurance Office, Inc., with its permission. ENDORSEMENT# This endorsement, effective 12:01 a.m., forms a part of Policy No. WE0001337406 issued to Environmental Science Associates by XL Specialty Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement modifies insurance provided under the following: WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the schedule. The premium for this endorsement is shown in the Schedule. SCHEDULE Any person or organization that you are required in a written contract or written agreement to waive any right of recovery we may have against the person or organization, provided such waiver is permitted by law, and the injury occur subsequent to the execution of the written contract or written agreement. City of UkiahCommunity Development Department 300 Seminary Avenue Ukiah, CA 95482 REPLACES CERTIFICATE ISSUED 12/9/09. D209418.00; Ukiah WalMart Expansion EIR. The City of Ukiah, its officers, officials, employees and volunteers are named additional insureds on the GL and Auto coverages per endorsements CG 2010 07 04, CG 2037 07 04 and XIC 411 1007 attached. Coverage is primary and.non-contributory. Waiver of Subrogation applies to We coverage per form WC 99 01 06 attached. All other terms and conditions remain the same. Authorized R esentative) WC 99 01 06 WCE105 (8/00) INDEMNITY AGREEMENT This Indemnity Agreement ("Agreement") is made , 2009 by and between the City of Ukiah, a municipal corporation ("City"), and Wal-Ma Real E ate Business Trust, a Delaware statutory trust ("Applicant"). RECITALS This Agreement is made with respect to the following facts: A. The Applicant is the owner of that certain real property ("Property") located at 1155 Airport Park Boulevard, Ukiah, California. B. The Applicant is contemplating an expansion of the existing Wal-Mart store on the Property, and has submitted an application ("Application") to the City for discretionary approvals relating to the Property. The Application requires environmental documents (including draft and final environmental impact reports ("EIRs")) pursuant to the California Environmental Quality Act ("CEQA"). All of the above shall be referred to collectively as the "Project." C. As a condition to the City's action on the Application and completion of the environmental review for the Project, the Applicant has agreed to indemnify the City as set forth in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the following mutual promises and agreements, the City and the Applicant agree as follows: Legal Challenges. (a) "Project Claims" means any claim, action or proceeding brought against the City to review, attack, set aside, void or annul any decision by the City to approve or disapprove the Project, including any Project environmental documents or permits. (b) To the extent permitted by law, the Applicant shall indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, employees, consultants, agents and attorneys (collectively, for the purposes of this Section 1 only, "City") from and against any Project Claims. This indemnification shall include, but is not limited to, all damages, costs, expenses, attorneys' fees or expert witness fees that may be awarded to the prevailing party in any action on a Project Claim. (c) The City may elect, but is not required to, appear and defend its interests in any action on a Project Claim through its City Attorney or outside counsel. Except as provided in paragraphs 1(e) and (g) the Applicant shall not be required to reimburse the City for attorneys' fees incurred by the City Attorney or outside counsel in representing the City's interest in any such action. Where the Applicant is reimbursing the City as set forth above, the Applicant shall have the right to approve any legal counsel retained by the City, and such approval shall not be unreasonably withheld. (d) The parties shall cooperate in the defense of any Project Claim. In the event of a lawsuit, the City shall notify the Applicant in writing within three (3) business days of being served with a summons or petition. City shall bill Applicant monthly for the cost of the Project Claims, and Applicant shall pay the City that amount no later than thirty (30) calendar days after receipt of City's bill therefor, and any supporting documentation. 81810199/391922v6 (e) The Applicant shall have the right to elect not to defend any Project Claim by providing the City written notice of that election. Any such election shall be considered a termination of this Agreement, except that if both the City and the Applicant elect not to defend the Project Claim, the Applicant shall remain liable to indemnify the City as provided in paragraph 1(b) for any expense, cost, damages or attorneys' fees awarded to the prevailing party which result from the filing of such action. The Applicant's decision not to defend a Project Claim shall not preclude the City from defending any Project Claim, but in such instance any costs or expenses thereafter incurred by the City in defense of any Project Claim shall be the sole responsibility of the City. The Applicant shall not be responsible for any costs and/or expenses incurred by the City after it receives written notification of the termination of this Agreement. If the Applicant terminates this Agreement as set forth above, the City shall have the right to repeal or revoke any or all of the Project Approvals. (f) Applicant and the City shall use all reasonable efforts to satisfy in a timely manner any final, non-appealable judgment issued by a judicial or administrative action, and obligation arising out of any judgment, award or settlement that involves any Project Claim. This includes, but is not limited to, the payment and satisfaction of any monetary judgment, award, or settlement levied against the City, its elected and appointed officials, officers, employees, contractors, volunteers, agents and attorneys and the processing of any entitlements, such as revisions to CEQA documents. Timely manner shall mean within 90 days for the payment of any monetary judgment, award or settlement; and for the processing of any entitlements one year or the time required by the judgment or as provided in the Permit Streamlining Act (Chapter 4.5 (commencing with Section 65920) of Division 1 of Title 7 of the Gov't Code), whichever is longer. Processing of entitlements includes obtaining final approval or disapproval of any discretionary action required for construction of the Project, but shall not include non-discretionary or administrative permitting or actions such as tenant improvements. Failure to use reasonable efforts to process any entitlements in a timely manner shall thereafter terminate any obligation by the Applicant under this Agreement to pay any cost for Project Claims. (g) Neither Applicant nor the City shall enter into any settlement or resolution of any Project Claims without first obtaining written approval of such settlement or resolution by the other party, which approval shall not be unreasonably withheld. A party shall notify the other party of the terms of any proposed settlement within five (5) business days of receiving any proposal. The other party shall have ten (10) business days to comment on the on the terms of the settlement. The parties agree to meet and confer in good faith regarding the terms of the proposed settlement. If either Applicant or the City refuses in good faith to approve a proposed settlement acceptable to the other party and approved by the plaintiffs or petitioners, the party which rejects the settlement will be fully liable for all costs and expenses, including attorneys' fees incurred by the party (Applicant or City) which agrees to the settlement, which are incurred after the settlement is rejected. 2. Covenant of Further Assurances. The City and the Applicant shall take all other actions and execute all other documents that are reasonably necessary to effectuate this Agreement. 3. No Oral Modifications. This Agreement represents the entire understanding of the City and the Applicant and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. All modifications to this Agreement must be in writing and first approved by the City and the Applicant. 81810199/391922v6 2 4. Binding Upon Successors. This Agreement and each of its terms shall be binding upon the City, the Applicant and their respective officers, elected officials, employees, agents, contractors, and permitted successors and assigns. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable, the City and the Applicant both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. 6. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be sent by: (i) certified mail, postage prepaid, return receipt requested, (ii) personal delivery, or (iii) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows: If to the City: Attention: If to the Applicant: Wal-Mart Real Estate Business Trust c/o Stein & Lubin LLP 600 Montgomery Street, 14`x' Floor San Francisco, CA 94111 Attention: Daniel J. Barry The addresses for notices set forth in this section may be changed upon written notice of such change to either the City or the Applicant, as appropriate. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the dates set forth below. ATTEST: By: l Nam&: trA r%v,-P~Vn~ t o Title: APPROVED AS TO FORM: By: CITY: CITY OF UKIAH, a municipal corporation Dated: 1 l t 1 2009 ,f V t R ,t City Attorney 81810199/391922v6 ATTEST: A stant ecretary (Corporate Seal) APPLICANT: WAL-MART REAL ESTATE BUSINESS TRUST,-"aware st tory trust f Na L John E. Clarke Title: Regional Vice President N Dated: l ` , 200') 81810199/391922v6 4