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HomeMy WebLinkAbout06 - PA2004-141 - Shopping Center at PCH & DoverCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 6 July 13, 2004 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Planning Department Gregg Ramirez, (949) 644 -3219 gramirez @city.newport- beach.ca.us SUBJECT: Professional Services Agreement to prepare a Mitigated Negative Declaration for a proposed shopping center project located northwest of the intersection of West Coast Highway and Dover Drive (PA2004 -141). RECOMMENDATION: Approve a Professional Services Agreement with RBF Consulting of Irvine, California, to prepare environmental documents at a cost not to exceed $64,540 and authorize the City Manager to sign the agreement. DISCUSSION: The applicant proposes the construction of a new shopping center on property located northwesterly of the intersection of West Coast Highway and Dover Drive. The application includes a request for approval of a Development Plan, Use Permit and a Parcel Map to construct the project. The project proposes a 56,000 square foot development for general retail uses and an approximate 100,000 square foot subterranean garage. The project is proposed to be located on an approximate 112,000 square foot (approx. 2.57 acres) site. Staff has conducted a preliminary evaluation of the proposed project and believes that an Initial Study and Mitigated Negative Declaration should be prepared for the project. Council Policy K -3 allows the City to select a qualified consultant for environmental services without a competitive bidding process. RBF Consulting was selected due to expertise, experience and scope of services provided. West Coast Highway /Dover Drive Shopping Center July 13,2004 Page 2 The consultant has provided a proposal to perform professional environmental services for the preparation and processing of a Mitigated Negative Declaration and supporting documents for the project. A copy of the proposal is attached to the draft Professional Services Agreement that is attached to this report. The proposal contains the scope of services and a proposed budget for preparation and processing the environmental documentation. Staff has reviewed the scope of services and believes that it will be adequate to meet or exceed the minimum requirements set forth by the California Environmental Quality Act. The scope of services will include a traffic impact analysis, noise analysis, geotechnical analysis and air quality analysis in addition to the preparation of all supporting documents. The environmental consulting fees for tasks described in the scope of services including staff hours, technical studies, direct expenses, and printing have been reviewed by staff and are considered appropriate and warranted. Funding Availability: The cost of the contract, including staff time associated with its review and production, will be the responsibility of the applicant, Mariner's Mile Gateway, LLC. Prepared by: Submitted by: Gregg B. a irez, Associate PI ner Patricia L. Temple, P anning Director Attachments: A. Draft Professional Services Agreement with RBF Consulting ATTACHMENT A Draft Professional Services Agreement with RBF Consulting I PROFESSIONAL SERVICES AGREEMENT WITH RBF CONSULTING THIS AGREEMENT is made and entered into as of this day of 200_, by and between the CITY OF NEWPORT BEACH, a municipal corporation ( "City "), and RBF Consulting, whose address is 14725 Alton Parkway, Irvine, CA 92618, ( "Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to prepare a mitigated negative declaration and other environmental documents in accordance with the California Environmental Quality Act for the Dover and West Coast Highway project located at the northwesterly corner of Dover Drive and West Coast Highway in Newport Beach, California. C. City desires to engage Consultant to provide environmental services for the Project upon the terms and conditions in this Agreement. D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member[s] of Consultant for purposes of Project, shall be Collette Morse, AICP, Senior Project Manager, RBF Consulting. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows: 1. TERM The term of this Agreement shall commence on the _ day of , 200_, and shall terminate on the _ day of , 200, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached as Exhibit "A" and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of.the essence in the performance of services under this Agreement and the services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the services in a diligent and timely manner may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to- exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit "B" and incorporated herein by reference. In no event shall Consultant's compensation exceed ($ ) without additional authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 3.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and /or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any 2 t reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 3.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and /or other costs and /or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 3.3 Consultant shall not receive any compensation for Extra Work without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates set forth in Exhibit B. 3.4 Notwithstanding any other provision of this Agreement, when payments made by City equal 90% of the maximum fee provide for in this Agreement, no further payments shall be made until City has accepted the final work under this Agreement. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Collette Morse, AICP to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 0 3 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Planning Department. Gregg Ramirez shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his /her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8.2 Consultant represents and warrants to City that it has or shall obtain all licenses, permits, qualifications, insurance and approvals of whatsoever nature that are legally required of Consultant to practice its profession. Consultant further represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any and all licenses, permits, insurance and other approvals that are legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by 4 1 reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement (including, without limitation, defects in workmanship or materials and /or design defects [if the design originated with Consultant]) or Consultant's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right U 5 to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and /or his /her duly authorized designee informed on a regular basis regarding the status and progress of the work, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, a policy or policies of liability insurance of the type and amounts described below and in a form satisfactory to City. A. Certificates of Insurance. Consultant shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Insurance certificates must be approved by City's Risk Manager prior to commencement of performance or issuance of any permit. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. Signature. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. C. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned 0 policyholders' Rating of A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. D. Coverage Requirements. 1. Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his or her employees in accordance with the laws of the State of California. In addition, Consultant shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. 2. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than two million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, contractual liability. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement, or the general aggregate limit shall be at least twice the required occurrence limit. 3. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. 4. Professional Errors and Omissions Insurance. Consultant shall maintain professional errors and omissions insurance, which covers the services to be performed in connection with this Agreement in the minimum amount of one million dollars ($1,000,000). E. Endorsements. Each general liability and automobile liability insurance policy shall be endorsed with the following specific language: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with 7 j6 respect to liability arising out of work performed by or on behalf of the Consultant. ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including any self- insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits, by either party except after thirty (30) days written notice has been received by City. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claim made or suit instituted arising out of or resulting from Consultant's performance under this Agreement. H. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint-venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50 1/o) or more of the voting power, or twenty -five percent (25 %) or more of the assets of the corporation, partnership orjoint- venture. I 16. SUBCONTRACTING The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of Consultant. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of City. Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed documents for other projects and any use of incomplete documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 19. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes the release of information. 20. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. lc�- a] 21. INTELLECTUAL PROPERTY INDEMNITY The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this Agreement. 22. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 23. WITHHOLDINGS City may withhold payment of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 24. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under any other sections of this Agreement. 10 25. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 26. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 27. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Gregg Ramirez Planning Department City of Newport Beach 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 (949) 644 -3219 Fax 644 -3229 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attention: 11 �q. 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provision, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 15 12 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 34. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 35. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 36. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year first written above. l� 13 APPROVED AS TO FORM: Robin Clauson, Assistant City Attorney for the City of Newport Beach ATTEST: By: LaVonne Harkless CITY Clerk CITY OF NEWPORT BEACH A Municipal Corporation 0 , Mayor for the City of Newport Beach CONSULTANT Attachments: Exhibit A — Consultant Proposal /Scope of Services 0 IV. Newport Commercial Project Environmental Clearance Document TABLE OF CONTENTS I. PROJECT UNDERSTANDING AND APPROACH ............................. ..............................1 II. SCOPE OF WORK ............................................................................. ..............................2 Task 1.0 Project Team Kick -Off Meeting ............................................ ..............................2 Task2.0 Refine Project Scope ........................................................... ..............................2 Task 3.0 Develop Project Description ................................................ ..............................2 Task 4.0 Technical Analyses .............................................................. ..............................3 4.1 Traffic Analysis ......................................................................... ..............................3 4.2 Air Quality Analysis .................................................................. ..............................6 4.3 Noise Analysis .......................................................................... ..............................7 Task 5.0 Preparation of Initial Study /Environmental Checklist .......... ..............................8 5.1 Introduction .............................................................................. ..............................8 5.2 Environmental Checklist .......................................................... ..............................8 5.3 Environmental Analysis ....................................................... ............................... 10 5.4 Inventory of Mitigation Measures ......................................... ............................... 10 5.5 Determination ......................................................................... .............................10 5.6 Graphic Exhibits ................................................................... ............................... 10 Task 6.0 Draft Initial Study .............................................................. ............................... 11 Task 7.0 Final Initial Study .............................................................. ............................... 11 Task 8.0 Mitigation Monitoring Program ......................................... ............................... 11 Task 9.0 Meetings and Public Hearings ......................................... ............................... 11 Task 10.0 Project Management/Coordination .................................. ............................... 12 Task 11.0 Environmental Impact Report (Optional Task) ................ ............................... 12 Task 12.0 Comments and Responses (Optional Task) ................... ............................... 12 III. BUDGET ESTIMATE ..................................................................... .............................13 Proposal to 9342C, City of Newport Beach 19 Newport Commercial Project Environmental Clearance Document I. PROJECT UNDERSTANDING AND APPROACH The City of Newport Beach is seeking to retain an environmental and traffic consultant team to prepare an environmental clearance document (Mitigated Negative Declaration) for the proposed Newport Commercial Project located at West Coast Highway and Dover Drive. The project proposes development on an approximately 112,000 square foot site, which is comprised of 17 lots. Presently, the property is improved with approximately 19,700 square feet of one- and two -story buildings primarily occupied by general retail uses, and automobile and boat sales. The Project Applicant is proposing to removing existing on -site uses and construct commercial buildings totaling 56,000 square feet for general retail uses, and an approximately 100,000 square foot subterranean parking garage. The following scope of work reflects the work program for RBF Consulting (RBF) to prepare the environmental document for the proposed project. RBF has assumed that a Mitigated Negative Declaration would be necessary, but the outcomes of some of the technical reports could necessitate the preparation of an EIR, which would require a separate scope of work. RBF is assuming that the site plans, floor plans and other illustrations, as well as technical studies generated by the Project Applicant, Allied Retail Partners, LLC, would be available in electronicform and forwarded to RBF for use in the environmental document. Proposal to RW City of Newport Beach 1 �� Newport Commercial Project Environmental Clearance Document II. SCOPE OF WORK Assumptions RBF has assumed that City Staff will be responsible for the preparation of all CEQA notices (Notice of Availability, Notice of Intent, Negative Declaration and Notice of Determination) and all public noticing to comply with City requirements. In addition, the RBF Team has assumed that no modifications to the project description would occur after the development of the project description as part of Task 2.0. Any modifications to the project description after it has been approved by City Staff would constitute a change in the work program, and would require a modification to the scope and fee. Any modifications to the work program would be performed on a time and materials basis as extras to the contract. Task 1.0 Project Team Kick -Off Meeting At the outset of the program, the RBF Team will meet with appropriate City Staff and Project Applicant representatives to establish a mutual understanding of the key issues to be addressed, and obtain existing documents applicable to the project. The most important purpose of the meeting will be to clearly define City expectations for the planning process and to define basic objectives for the environmental analysis. [Task 1.0 Meetings: Project Initiation Meeting at City Task 2.0 Refine Project Scope Following the Kick -Off meeting, the RBF Team will refine the scope of work and work schedule for review by City Staff prior to commencing work on any technical studies or the initial study. I Task 2.0 Deliverables: Final Project Scope, Fee and Schedule Task 3.0 Develop Project Description A critical initial step will be to accurately define the project description. Based on plan alternatives and other project details determined in Task 1.0, RBF will draft a preliminary project description for review and approval by City Staff. Proposal to FMF City of Newport Beach 2 �� Newport Commercial Project Environmental Clearance Document Task 3.0 Deliverables: Draft CEQA Project Description Final CEQA Project Description Task 4.0 Technical Analyses A number of plans or studies will need to be prepared for the proposed project. RBF Is assuming that the Project Applicant will provide the following plans or studies: Lighting Plan; Photometric Analysis of Lighting Plan; Landscape Plan; Hydrology and Drainage Analysis; and Geology and Soils Analysis. In addition, the following technical studies will be prepared for the proposed project: Traffic; Air Quality; and Noise. 4.1 Traffic Analysis RBF will prepare a traffic impact analysis to support environmental documentation of the proposed West Coast Highway /Dover Drive Retail Center Project in accordance with the City of Newport Beach Traffic Phasing Ordinance (TPO). The proposed project consists of construction of a 56,000 square feet retail center. The project site is located at the northwest corner of the West Coast Highway /Dover Drive intersection in the City of Newport Beach. The proposed project will consolidate ten driveway curb cuts into three driveway curb cuts consisting of two right -in- right -out access points and one signalized full- access point. The retail center would consist of approximately 33,050 square feet of specialty retail, a 13,000 square feet drug store, and 9,950 square feet of medical /office land use. The proposed retail center would displace approximately 19,700 square feet of existing retail and automobile land uses. This scope of work has been prepared based on comments received from City of Newport Beach Traffic Engineering staff. Proposal to City of Newport Beach 3 Newport Commercial Project Environmental Clearance Document Study Conditions The analysis will document typical weekday traffic conditions for the following five analysis scenarios: • Existing Conditions; • Existing + Ambient Growth + Approved Projects Conditions; • Existing + Ambient Growth + Approved Projects + Project Conditions; • Existing + Ambient Growth + Approved Projects + Cumulative Projects Conditions; and • Existing + Ambient Growth + Approved Projects + Cumulative Projects + Project Conditions. The last two scenarios are included to satisfy requirements identified in the California Environmental Quality Act (CEQA). Study Area As part of the analysis, RBF will analyze up to 12 study intersections during the a.m. peak period (7:00 a.m. to 9:00 a.m.) and the p.m. peak period (4:00 p.m. to 6:00) on a typical weekday (Tuesday, Wednesday, or Thursday). The precise study intersections will be identified based on discussion with City staff. This scope of work assumes City staff will provide intersection turning movement count data. Trip Generation The traffic impact study will identify the number of daily and peak hour trips forecast to be generated by the proposed project, using the City of Newport Beach Traffic Analysis Model ( NBTAM) trip generation rates, Institute of Transportation Engineers (ITE), 7" Edition trip generation rates, or other source as directed by the City. To account for displacement of the existing land uses, RBF will forecast the number of daily and peak hour trips utilizing NBTAM or ITE trip rates and subtract those trips from trips forecast to be generated by future use of the site in the with project analysis scenarios. Assumptions regarding project trip generation will be reviewed and approved by City staff prior to Inclusion in the analysis. Trip Distribution and Assignment The traffic study will provide a forecast distribution of project - generated trips. Prior to utilization in the analysis, City staff will approve trip distribution. Level of Service The analysis will include a one - percent analysis for all study intersections to determine which intersections require further traffic analysis. As denoted in the TPO, intersections will be included in further analysis if project - generated traffic causes an increase of one - percent or more on any leg of the study intersection. Proposal to RW City of Newport Beach 4 Newport Commercial Project Environmental Clearance Document The analysis will assess the proposed project's forecast traffic impacts during the a.m. peak hour and p.m. peak hour at the study intersections. The analysis will document the existing operation of the study intersections, and determine near -term operation of the study intersections both with and without the proposed project to identify project - related traffic impacts using the Intersection Capacity Utilization (ICU) analysis methodology. The City of Newport Beach target for intersection level of service (LOS) operation is LOS D or better. Forecast near -term traffic conditions will be based on an annual traffic growth rate and specific approved projects traffic data supplied by the City to adjust existing traffic volumes to accommodate ambient growth. Cumulative traffic conditions will be analyzed in a separate section to satisfy CEQA requirements. Cumulative traffic conditions will be based on forecast near -term traffic conditions and will incorporate specific cumulative projects traffic data supplied by the City. If the analysis shows that the proposed project will significantly impact an intersection based on City of Newport Beach thresholds of significance, mitigation measures will be recommended in accordance City of Newport Beach performance criteria. Proposed mitigation measures will be accompanied by a schematic of the improvements, engineers cost estimate, and a fair share proportion in accordance with the TPO. This scope of work assumes conceptual engineering plans and cost estimates for proposed mitigation measures at up to four intersections. The analysis will also document forecast operating conditions after application of any recommended mitigation measures in accordance with the Traffic Phasing Ordinance. Proposed Site Access Traffic signal warrants will be prepared for the proposed signalized project access on West Coast Highway intersection utilizing Caltrans Traffic Manual New Intersection Signal Warrant analysis methodology. The analysis will include an operational impact of the proposed traffic signal utilizing the City of Newport Beach Synchro model. The traffic study will utilize the City of Newport Beach Synchro model to identify queueing requirements and appropriate stacking distances at the proposed Project Access/West Coast Highway intersection. To demonstrate site access operations will be improved with the proposed consolidation of ten driveway curb cuts to consist of three driveway curb cuts, RBF will count trips generated by the existing retail /automobile land uses at each of the ten driveway curb cuts. The study will compare the operation of site access for pre - project conditions and with project conditions to show the improved function of left -turns into and out of the project site area. The traffic study will address the improved operations of Coast Highway with the proposed widening on the project site frontage, and the limits of improvements to Coast Highway. Pedestrian usage and signal display visibility at the proposed Project Access/West Coast Highway intersection will be discussed. Proposal to FMF City of Newport Beach 5 T� Newport Commercial Project Environmental Clearance Document On -Site Circulation The analysis will include a discussion of the operations of the proposed subterranean parking structure and other parking and loading facilities. The study will discuss the parking ramp slopes, aisle dimensions, turning radii, signage and lighting to ensure the facility is constructible according to City of Newport Beach standards. Orange County Congestion Management Program Analysis The purpose of the Orange County Congestion Management Program (CMP) is to develop a coordinated approach to managing and decreasing traffic congestion by linking the various transportation, land use and air quality planning programs throughout the County. The program is consistent with that of the Southern California Association of Governments (SCAG). The CMP requires review of significant individual projects that might on their own impact the CMP transportation system. The Orange County CMP has identified projects generating 1,600 trips /day and will directly access or be in close proximity to a CMP Highway System link should require a TIA. This scope of work assumes the analysis study area will include the Newport Boulevard /Pacific Coast Highway intersection to satisfy the Orange County CMP. If the CMP analysis shows that the proposed project will significantly impact a CMP intersection based on Orange County CMP thresholds of significance, mitigation measures will be recommended in accordance with Orange County CMP performance criteria. Air Quality Traffic Assessment & Acoustical Traffic Assessment This scope of work assumes the traffic analysis will provide supplemental information to support air quality and acoustical analyses. 4.2 Air Quality Analysis RBF will prepare the air quality analysis for the proposed project. The air quality analysis will place particular emphasis on delineating the issues specific to City of Newport Beach (City) and South Coast Air Quality Management District (AQMD) air quality requirements. RBF will prepare a technical air quality analysis consistentwith all applicable procedures and requirements for inclusion in the Initial Study /Mitigated Negative Declaration. Background/Research RBF will extract relevant information from sources including the South Coast Air Quality Management District's Air Quality Management Plan. RBF will rely upon the traffic consultant to provide project trip generation data, as well as peak hour traffic volumes and levels of service or travel speed data for relevant segments of Pacific Coast Highway and Dover Drive under existing and future conditions. Additionally, RBF will rely upon the traffic consultant to provide peak inbound /outbound trips for the parking garage. Proposal to RW City of Newport Beach 6 ) 5 Newport Commercial Project Environmental Clearance Document Analysis RBF will perform project - related operational and construction emissions analyses using the URBEMIS2002 model developed by the California Air Resources Board (CARB). RBF will also model worst -case local CO concentrations at up to two locations using Caltrans' CALINE4 model and emission factors generated from the CARB's EMFAC2002 program. RBF will discuss potential Project impacts upon climate and air quality, addressing temporary construction emissions and long -term emissions from project operations associated with daily vehicle travel and energy consumption. Short-term air quality impacts will be discussed focusing on dust generation, construction vehicle emissions, and possible odors. If sufficient construction details are available, RBF will estimate pounds per day of daily construction emissions. Project total emissions will be compared to the total South Coast Air Basin emissions. The report will also address stationary source emissions of proposed uses (qualitatively). In addition, project consistency with the SCAQMD Final Air Quality Management Plan will be evaluated based upon the City of Newport Beach General Plan and Southern California Association of Governments (SCAG) growth forecasts. The analysis will be based on the project buildout year in addition to cumulative conditions. 4.3 Noise Analysis RBF will prepare the noise impact analysis for the proposed project. The noise impact analysis will address the noise requirements of the City and consistency with all applicable procedures and requirements for inclusion in the Initial Study /Mitigated Negative Declaration. Background /Research RBF will extract relevant information from sources including the City's General Plan Noise Element and Caltrans' Truck Volumes document. RBF will rely upon the traffic consultant to provide average daily traffic volume data for relevant segments of Pacific Coast Highway and Dover Drive. With and without Project conditions will need to be distinguished. Reconnaissance - Measurements Four short-term measurements (each approximately 15 to 30 minutes in duration) will be performed in the Project vicinity to sample existing noise levels. Where appropriate, traffic counts will be performed simultaneous to the measurements to facilitate validation of the traffic noise model. General observations regarding the noise environment will be recorded. Analysis RBF will model traffic noise levels using methods consistent with the Federal Highway Administration's Highway Traffic Noise Prediction Model (FHWA -RD -77 -108). RBF will also provide general estimates of noise exposure from temporary (construction- related) and operational activities on the project site. RBF will coordinate with the appropriate agencies to determine whether the project will conform to all relevant noise ordinance policies. If required, RBF will recommend abatement measures in accordance with the City of Newport Beach Municipal Code (design level acoustic engineering specifications can be provided Proposal to City of Newport Beach 7jF Newport Commercial Project Environmental Clearance Document under a separate scope and fee). The report will describe the methodology, data, findings and recommendations of the study. Exclusions This scope of work does not include detailed noise barrier design or any other physical mitigation measures. 4.4 Optional Tasks If desired by the City, the RBF Team can conduct peer review analysis of the applicant - provided technical studies. The costs for conducting this analysis will be provided upon request. Task 4.0 Deliverables: Traffic Impact Analysis Air Quality Analysis Noise Analysis Task 5.0 Preparation of Initial Study /Environmental Checklist RBF will prepare an Initial Study in accordance with the City =s Initial Study Checklist form and /or the most recent Environmental Checklist Form, as amended in the CEQA Guidelines. The Initial Study /Environmental Checklist will include detailed explanations of all checklist determinations and discussions of potential environmental impacts. The analysis shall be in accordance with Sections 15063, 15162, 15167 and 15168 of the CEQA Guidelines. The Initial Study /Environmental Checklist document will include the sections identified below. 5.1 Introduction This section will cite the environmental review requirements of the project, pursuant to CEQA and the City guidelines. The Introduction will include the project location, environmental setting, existing uses on -site and in the vicinity, the Project Description, Project Phasing, relevant background /history information for the Specific Plan area, and General Plan and zoning requirements. 5.2 Environmental Checklist This section is modeled after Appendix G, Environmental Checklist Form, of the CEQA Guidelines and will include a summary page of project information followed by an explanation of factors considered for potential impacts. The comprehensive Newport Beach Initial Study /Environmental Checklist will be presented in a four column layout, identifying: 1) Potentially Significant Impacts, 2) Less Than Significant Impacts Unless Mitigation Incorporated, 3) Less than Significant Impacts, and 4) No Impacts. The section will provide a listing of documentation that will be Incorporated by Reference and notations for all references utilized for the determination. Proposal to City of Newport Beach 8 Newport Commercial Project Environmental Clearance Document Proposal to City of Newport Beach 9 �� Newport Commercial Project Environmental Clearance Document 5.3 Environmental Analysis The Environmental Analysis sections will provide vital supporting information for the conclusions rendered for the Environmental Checklist. This section will review the following issues: • Aesthetics: Project conformity with City design standards. • Agriculture Resources: Impacts to agricultural resources. • Air Quality: Emission impacts in consideration of SCAQMD thresholds. • Biological Resources: Impacts to biological resources, Cultural Resources: Impacts to archaeological and historical resources. • Geology /Soils: Seismicity, soils and erosion potential. • Hazards & Hazardous Materials: Hazardous substances and emergency access. • Hydrology/Water Quality: Drainage, downstream impacts and groundwater quality. • Land Use/Planning: Address existing policies, consistency and compatibility. • Mineral Resources: Impacts to mineral resources. • Noise: On and off -site noise levels in consideration of nearby sensitive receptors. • Population /Housing: Comparison with local projections and potential for growth inducement. • Public Services: Police, fire and school impacts. • Recreation: Impacts on recreational facilities. • Transportation/Traffic: Generation rates, turning movement, capacity thresholds and access. • Utilities/Service Systems: Electricity, solid waste, water and wastewater systems. • Mandatory Findings of Significance: Focused on cumulative impacts. This section will provide a detailed response to each question in the Environmental Checklist, as well as identify mitigation measures to reduce impacts to less than significant levels. RBF's approach to the analysis portion of the document is to provide thorough, detailed and conclusive impact analysis. 5.4 Inventory of Mitigation Measures This section includes a comprehensive listing of all mitigation measures identified in Task 5.3. 5.5 Determination The determination page will conclude the appropriate action based upon the environmental analysis. 5.6 Graphic Exhibits The environmental document will include a maximum of ten (10) exhibits to enhance the written text and clarify the proposed project and potential environmental impacts. Exhibits are anticipated to include: Regional Vicinity Map, Site Vicinity Map, Land Use Plan and Traffic Exhibits. Proposal to FMF City of Newport Beach 10 L� Newport Commercial Project Environmental Clearance Document Task 6.0 Draft Initial Study RBF will submit the Draft Initial Study for review and comment by the City. RBF will also submit one (1) Acheck copya of the final draft document which will incorporate one complete set of comments received from the City. Task 5.0 & 6.0 Deliverables: 5 Copies of Draft Initial Study 5 Copies of "check copy" of Final Initial Study Task 7.0 Final Initial Study RBF will submit the Final Initial Study to the City. Task 7.0 Deliverables: 35 Copies of Final Initial Study 1 Camera -Ready Original of Final Initial Study 1 CD with electronic version of Final Initial Study and Graphics Task 8.0 Mitigation Monitoring Program RBF will prepare the mitigation monitoring program pursuant to Section 21081.6 of CECA. RBF will submit a draft version for City review and will follow with a finalized mitigation monitoring program. Task 8.0 Deliverables: 1 Copy of Draft Mitigation Monitoring Program 1 Copy of Final Mitigation Monitoring Program • Electronic version of Final Mitigation Monitoring Program Task 9.0 Meetings and Public Hearings RBF anticipates several meetings with City Staff and the Project Applicant, including progress meeting and public hearings. Ms. Morse, along with other key project team personnel, will also be available to attend meetings with affected jurisdictions, agencies and organizations as needed to identify issues and assess impacts. RBF assumes that City Staff will arrange the public meetings and provide appropriate materials. Should the City determine that additional meetings beyond the following four (4) meetings are necessary, services will be provided under a separate scope of work on a time and materials basis (preliminary estimate is $750 per meeting, for each RBF staff member in attendance). The following is an outline of anticipated meeting attendance needs. Proposal to City of Newport Beach 11 a. hb Newport Commercial Project Environmental Clearance Document Task 9.0 Meetings: Two (2) meetings with City Staff and /or Project Applicant to provide written and oral progress reports, resolve issues, review comments on documents and receive any necessary direction from City staff. Two (2) public hearings Task 10.0 Project Management /Coordination Ms. Collette Morse, AICP, will be responsible for management and supervision ofthe Project Team, as well as consultation with the City. Ms. Morse will coordinate with all technical staff, consultants, support staff and word processing toward the timely completion of the environmental document. Task 10.0 Deliverables: Ongoing Project Coordination Task 11.0 Environmental Impact Report (Optional Task) Based upon the findings of the Initial Study and in accordance with Article 7 of the CEQA Guidelines, the City of Newport Beach may find that significant and unavoidable environmental impacts may occur and an Environmental Impact Report (EIR) should be prepared. If selected as an option, RBF will prepare a further refined Scope of Work for the preparation of an EIR. The EIR Scope of Work would also include tasks for meeting time, project management, noticing, Draft and Final EIR, and reproduction costs (additional technical studies may also be required). Task 12.0 Comments and Responses (Optional Task) After the close of the required public review period for the mitigated negative declaration, RBF, K -H and City staff will review the comment letters received during the public review period and determine if it is necessary to produce written responses to the comments. If so, this task is considered outside the scope of this contract and would be completed on a time and materials basis. Proposal to City of Newport Beach 12 • • rz W H Q H w W H W f7 D D Q7 W D D Z Q U a u U W 0 w a J Q U W O U F O a W Z C 0 M LL D N N r� a C n c a d a• d b m E m E A S i V O U C a;3 P >� a E a V > C N y 3 c y o $ o N A a rt `m o 'E F n' c d £ o 9 L b � ds z r 2 N d 6 U `o N_ O O a u iy C °du Km LL K 2 t 4• E C CO 6 n a a m 3 a `o 0 a G r R. �i O U C a n c ry i a 3;2� O O O O O O N N O N O N O O O O O O U G O N! O w N f9 Ip 10 O 1- U w N N 17 FO S 10 N n a q Q [7 N1 m e O O N iO O N N q M Q E w O. O N v N ^ m m O O N m q C- N n v, w N P N N O e^ N fO q N N Ie n �+ en V O M 4 N � w f V I 1 c i Y O r m 0 N N a N N E _ j d m � N w c y N i E N N C C N 0 C N N O U Q '.-_ a S o N Q d N Q iE N_ i0 C N C V C y o O ow s O _N m d = E E C N D 9 C 0 0 D m¢ o iq c c o � .= D A n c o o d o a � __ c> m- ~ 6 u F Q Z m C W W S CJ .0 'E pi U y m O O Q N J W y a~ o 'a '- `w > ur o o 0 rm d ive a I1 1O . l , ..a F U o N N r� a C n c a d a• d b m E m E A S i V O U C a;3 P >� a E a V > C N y 3 c y o $ o N A a rt `m o 'E F n' c d £ o 9 L b � ds z r 2 N d 6 U `o N_ O O a u iy C °du Km LL K 2 t 4• E C CO 6 n a a m 3 a `o 0 a G r R. �i O U C a n c ry i a 3;2� Newport Commercial Project Environmental Clearance Document III. BUDGET ESTIMATE [Insert Budget Spreadsheet] Proposal to � �� City of Newport Beach 13 W F- Q F- W F- ill c� Q7 E W O z Z Q 2 U a F- U W 0 Q a J Q U w W O U F- K O a 3 w Z C 0 M F- Q K ° N Y Z i O O N Q $ a E° C � o o t G � a: 3 m m =v > c m � o � „e ° o x R O `.J � O E E 9 J ° y v r w 2 d° °v m m 2 LL 'o N LL x y LL K N d O r E c t x c 3 a 0 0 3 � QN z° E t Q C C C� O a O 'S u Q a 3 �l� O O O O O O N N O N O N O O G O O O C O O ° fA fA N FA M t9 W W V3 f9 fF tO m� F U O 0 f S m N n m c6 N Q O N m R O O N N m N O q m q a O P N N m G N � Iss m Yl Q N q l0 O� O m (1P mG m y r � w IT� f7 N � q N Ol eR U 0 N ry r 0 y U n a a 5 v � m n - C m W O "O u Z5 '.0 OI W > U O y O o L C� V d` W S N ° V a n a U - O O y O 0 yy ❑ U up ❑ N a— m U O c o 80 ° ' U ° E w _❑ _ 2. � n o J : oJ o u c y r a❑ F 'O ' VtN =A 0 N U ❑U b m U d a> r Q y r O CKU S 0 � O O Q O c 0 0 N d PQ LL= �O � LL°E J C O E Q u r J Q 00 0d 0 0 °C D O N r O n K .m y r ° N Y Z i O O N Q $ a E° C � o o t G � a: 3 m m =v > c m � o � „e ° o x R O `.J � O E E 9 J ° y v r w 2 d° °v m m 2 LL 'o N LL x y LL K N d O r E c t x c 3 a 0 0 3 � QN z° E t Q C C C� O a O 'S u Q a 3 �l�