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C-6393 - PSA for Museum House Residential Project Environmental Impact Report (EIR)
AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT WITH PLACEWORKS, INC. FOR MUSEUM HOUSE RESIDENTIAL PROJECT ENVIRONMENTAL IMPACT REPORT (EIR) THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 13th day of September, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and PLACEWORKS, INC., a California corporation ("Consultant"), whose address is 3 MacArthur Place, Suite 1100, Santa Ana, California 92707, and is made with reference to the following: RECITALS A. On December 8, 2015, City and Consultant entered into a Professional Services Agreement ("Agreement") to engage Consultant to prepare a Museum House Residential Project Environmental Impact Report ("EIR") ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 2. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference ("Services" or "Work"). Exhibit B to the Agreement and Exhibit B to this Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "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. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Fifty Eight Thousand Two Hundred Forty Six Dollars and 00/100 ($158,246.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Thirty Eight Thousand Five Hundred Seventy Five Dollars and 00/100 ($38,575.00). 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Placeworks, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: m AN I- Aaron C. Harp (AM Orl+l-MO City Attorney ATTEST - Date: Date: OAJ By: is, P! Leilani . Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation B. Dixon Mayor CONSULTANT: Placeworks, Inc., a California corporation Date: Ct-2q-1(0 JoAnn Hadfield Principal, Environmental Services Date: °I - 2q' I Lop By: Keith McCann Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Placeworks, Inc. Page 3 EXHIBIT A SCOPE OF SERVICES Piaceworks, Inc. Page A-1 9PLACEWORKS July 13, 2016 (revised 7/15/16 and 8/9/16) Mr. Gregg Ramirez Senior Planner City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: Request for Contract Amendment No. I for the Museum House Environmental Impact Report — (CN B-17.0) Dear Mr. Ramirez: Based on our discussion with the City, this contract amendment request has been prepared to cover work beyond our approved contract with the City, dated December 10, 2015, for the preparation and processing of the Museum House Environmental Impact Report (EIR). Specifically, this amendment requests additional fees for the following: Additional coordination meetings at City Hall and conference calls regarding various issues, including project schedule, scoping meeting preparation, and screencheck EIR review meetings (per the request of the project applicant) » Attendance and/or participation by Assistant PM and technical specialists for the extra aforementioned meetings » Out -of -scope work associated with aesthetics, including: o Two meetings— aesthetic analysis strategy meeting, and a visual simulation meeting with Fuscoe Engineering and project applicant o Peer review analysis of visual simulation and shade shadow files provided by applicant o Preparation of shade/shadow context exhibit and visual simulation photo location exhibit » Noise measurements to obtain ambient noise levels in the project area » Air quality and greenhouse gas remodeling based on revised export soil quantities and increased building square footage » Additional project management effort due to an extended project schedule Scope of Work The following scope of work details the additional work covered in this contract amendment, and is organized per the tasks in our original approved contract with the City dated December 10, 2015. July 13, 2016 (revised 7/15/16 and 8/9/16) 1 Page 1 © tACEWORKS CEQA TASKS Task 1 Project Initiation/Kick-Off Meeting Task completed. Kick-off meeting was held on December 3, 2015. Task 2 Initial Study/Notice of Preparation (NOP) Task completed. The NOP was released on February 5, 2016. Task 3 Public Scoping Meeting Task completed. Public scoping meeting was held on February 22, 2016. Task 4 Screencheck Draft EIR This task is in progress and the scope of work has been modified to account for out -of -scope aesthetics analysis. Per the City's request, PlaceWorks peer reviewed the visual simulations and shade/shadow files provided by the project applicant to ensure the simulations accurately reflect the proposed project based on the grading plans and elevations. PlaceWorks also prepared a visual simulation photo location map and shade/shadow context map to be included in the Aesthetics EIR section to provide context for the applicant's exhibits. Task 5 Draft EIR At our last meeting on August 1, 2016, the applicant team provided additional comments and revisions to the EIR sections; the applicant requested to revise the total building square footage, export soil quantities, and haul trip distances; and the team agreed to have PlaceWorks obtain ambient noise level measurements in the project area. These changes require additional revisions to the EIR sections, particularly to Air Quality, Greenhouse Gas Emissions, Noise and Transportation and Traffic. Therefore, additional hours are added to this task. Task 6 Final EIR: Response to Comments and Revisions to Draft EIR This task has not been initiated, and the scope of work has not been modified since the original proposal. Task 7 Mitigation Monitoring and Reporting Program This task has not been initiated, and the scope of work has not been modified since the original proposal. Task 8 Findings of Facts and Statements of Overriding Considerations and NOD This task has not been initiated, and the scope of work has not been modified since the original proposal. Task 9 Meetings/Public Hearings Our original contract assumes PlaceWorks attendance/participation at the following conference calls, meetings, and public hearings: Kick-off Meeting (PM, Assistant PM, and/or technical specialist, cost included in Task 1) n Public Scoping Meeting (PM and Assistant PM, cost included in Task 3) » 2 City Coordination Conference Calls (one hour each) (PM) July 13, 2016 (revised 7/15/16 and 8/9/16) 1 Page 2 @D PLACEWORKS » 2 City Coordination Meetings (2 hours each) (PM) » 4 Public Hearings (Assumed 2 Planning Commission and 2 City Council Hearings) (PM) As of August 8, 2016, we have participating in the following: » Kick-off Meeting -12/3/15 (completed as part of Task 1) » Public Scoping Meeting— 2/22/16 (completed as part of Task 3) Meetings — • 2/9/16 (Scoping meeting strategy) —1 hour • 3/2/16 (Schedule) — 2 hours • 5/4/16 (Aesthetics analysis strategy meeting w/ Scott Ashlock, Associate Designer) — 2 hours • 5/27/16 (Vis sim peer review w/ Fuscoe and Scott Ashlock) —3 hours • 6/7/16 (1st Screencheck EIR Review) -4 hours • 6/28/16 (2nd Screencheck EIR Review, Fernando Sotelo, Senior Associate) —4 hours • 7/11/16 (Discuss potentially significant/unavoidable impacts, alternatives, cumulative projects) -3 hours • 8/1/2016 (3rd Screencheck EIR Review) —4 hours Conference calls (%-hour) — • 2/25/26 (Discuss schedule) • 5/10/16 (Discuss alternatives) • 5/18/16 (Discuss schedule w/ Bill Halligan, Principal) • 7/8/16 (Discuss EIR sections status) • 7/15/16 (Discussion w/ Kim Brandt re: noise, shade/shadow, and alternatives (1 hr]) In total, PlaceWorks staff, including the PM, Assistant PM, and/or technical specialists (landscape architect and traffic engineer) have attended 8 coordination meetings (23 hours) and participated in five conference calls (3 hours). Our original contract included five total hours for only the Project Manager to attend/participate in City coordination meetings and conference calls. Therefore, we request additional fees for the additional meetings and extended meeting hours. We are also including budget for four additional coordination meetings with attendance by our PM and Assistant PM to review response to comments/revisions to the DEIR, FOF/SOC, and prepare for the public hearings. Task 10 Project Management Our estimated project management efforts in our original contract were based on an estimated project approval by mid-July 2016. Project approval is now anticipated late November/early December 2016. This contract amendment, therefore, includes project management fees for an additional 18 weeks (at 4 hours/month for PM and 2 hours/month for Assistant PM). TECHNICAL STUDIES Air Quality/GHG The current air quality and greenhouse gas (GHG) emissions modeling is based on a residential building with 362,750 building square footage and a grading plan that identified up to 31,600 cubic yards of soil export would be required over 24 days. Based on our August 1, 2016 meeting with the project team, the applicant requested to increase the residential building square footage, revise the soil export, and revise the haul trip distance. PlaceWorks will reevaluate the July 13, 2016 (revised 7/15/16 and 8/9/16) [Page 3 ® PLACEWORKS operational impacts associated with the larger building reevaluate the construction impacts associated with the proposed project from the increased soil export amount. Changes to the project would require updating the California Emissions Estimator Model (CalEEMod) based on new building square footage (391,158 square feet), the revised soil export quantities (45,000 cubic yards), haul trip distance (25 miles), and construction schedule. In addition, the localized significance thresholds (LSTs) analysis would need to be revised. PlaceWorks will coordinate with the City and project applicant to obtain the revised construction assumptions. The revised air quality and GHG modeling also warrant changes to the Air Quality and GHG sections of the EIR. Noise and Vibration Analysis PlaceWorks received email authorization from the City and applicant to conduct field measurements the weekend of August 6-7, 2016 to quantify baseline noise conditions. Ambient noise level data at sensitive receptors were obtained near the project site. The ambient noise measurement survey consisted of a combination of long-term (24- hour) monitoring and short-term (15 -minute) sampling at three locations near the project site to ascertain noise levels from major noise sources. The locations for these samples are: • North end of site at boundary with Villas at Fashion Island (formerly called San Joaquin apartments) ■ North facade of The Colony Apts-1 (near San Clemente Drive and Santa Maria Road) • North fagade of The Colony Apts-2 (near San Clemente Drive and Santa Barbara Drive) The noise analysis text will be updated to discuss construction noise effects at these receptors, using the above ambient level information for the baseline conditions. Mitigation measures aimed at reducing construction noise impacts will be identified and discussed. Cultural Resources—Cogstone Task completed. The Cultural Resources and Paleontological Resources Technical Memorandums were completed in April 2016. Cost Estimate On the following page, Table 1 summarizes our requested contract amendment in the total amount of $38,575. We appreciate your consideration of this requested contract amendment. Please let us know if you need any additional information to assist you in expediting this request. Sincerely, PLACEWORKS f JoAnn C. Hadfield Principal, Environmental Services July 13, 2016 (revised 7/15/16 and 8/9/16) 1 Page 4 EXHIBIT SCHEDULE OF BILLING RATES Placeworks, Inc. Page B-1 ED PLACEWORKS Table 1. Contract Summary Table CEOATASKS Task 1 Project Initiation/Kick-Off Meeting $2,290 REQUESTED TOTAL CONTRACT W/ Task 2 Initial Study/ Notice of Preparation ORIGINAL CONTRACT CONTRACT REQUESTED TASK/SUBTASK DESCRIPTION (12/10/15) AMENDMENT AMENDMENT CEOATASKS Task 1 Project Initiation/Kick-Off Meeting $2,290 $0 $2,290 Task 2 Initial Study/ Notice of Preparation 8,820 0 8,820 Task 3 Public Scoping Meeting 2,050 0 2,050 Task 45creencheck Draft EIR 44,190 3,370 47,560 Task 5 Draft EIR 6,735 8,530 15,265 Task 6 Final EIR 12,530 0 12,530 Task 7 Mitigation Monitoring and Reporting Program 590 0 590 Task 8 FOF/SOC and NOD 2,760 0 2,760 Task 9 Meetings/Public Hearings 3,200 14,445 17,645 Task 10 Project Management 11,610 4,600 16,210 Subtotal -CEQA Tasks $94,775 $30,945 $125,720 TECHNICAL STUDIES Air Quality &GHG $9,040 $3,300 12,340 Noise and Vibration 6,150 4,330 10,480 Cultural Resources-Cogstone 3,036 0 3,036 Subtotal Technical Studies $18,226 $7,630 $25,856 TOTAL LABOR $113,001 38,575 $151,576 Reimbursables $6,670 $0 $6,670 GRANDTOTAL $119,671 $38,575 $158,246 July 13, 2016 (revised 7/15/16 and 8/9/16) 1 Page 5 —� PROFESSIONAL SERVICES AGREEMENT v WITH PLACEWORKS, INC. FOR MUSEUM HOUSE RESIDENTIAL PROJECT ENVIRONMENTAL IMPACT REPORT (EIR) THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 8th day of December, 2015 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PLACEWORKS, INC., a California corporation ("Consultant'), whose address is 3 MacArthur Place, Suite 1100, Santa Ana, California 92707, 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 desires to engage Consultant to prepare a Museum House Residential Project Environmental Impact Report (EIR) ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. 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 Effective Date, and shall terminate on June 30, 2017, 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 hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 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 within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein 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. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 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. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Nineteen Thousand Six Hundred Seventy One Dollars and 00/100 ($119,671.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 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 reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed 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 Placeworks, Inc. Page 2 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 as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 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 JoAnn Hadfield 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. 5.2 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. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department, Planning Division. City's Senior Planner or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to 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 the highest professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Placeworks, Inc. Page 3 Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is 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 reason of strikes, lockouts, accidents, 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 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers 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, attorneys' 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 breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, 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). 9.2 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 attorneys' 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 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 Placeworks, Inc. Page 4 limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. 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 to direct Consultant as to the details of the performance of the Work 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 informed on a regular basis regarding the status and progress of the Project, 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 or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 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 co-tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting Placeworks, Inc. Page 5 power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint-venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (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. Additionally, all material posted in cyberspace 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, including all logins and password information to City upon prior written request. 17.2 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. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. Placeworks, Inc. Page 6 18. 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 expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services 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 under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices 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 to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant 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 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. 22. 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 Section is intended to limit City's rights under the law or any other sections of this Agreement. Placeworks, Inc. Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 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. 24.2 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 immediate 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. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, 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. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Gregg Ramirez, Senior Planner Community Development Department, Planning Division City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Placeworks, Inc. 3 MacArthur Place, Ste. 1100 Santa Ana, California 92707 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in Placeworks, Inc. Page 8 writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 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, and thereafter diligently take steps to cure the default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than 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, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 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, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 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. Placeworks, Inc. Page 9 28.4 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. 28.5 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. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 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. 28.8 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. 28.9 _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, State of California. 28.10 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 race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Placeworks, Inc. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Z 3 I S By: Aaron C. Harp�� City Attorney ATTEST: Date: Z • �� Leilani I. Brown City Clerk L%LlFo". CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Dave City Manager CONSULTANT: Placeworks, Inc., a California corporation Date: Jin Hadfield Principal, Environmental Services Date: 12 - 9-115 By: - - �--� Keith McCann CFO [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements Placeworks, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES CEQA TASKS The Museum House Residential Project EIR will meet all the requirements in the California Environmental Quality Act (Public Resources Code §§ 21000 et seq.) and the State CEQA Guidelines (California Code of Regulations §§ 15000 et seq.). It is proposed as a "Project EIR" in accordance with CEQA Guidelines Section 15161 and will examine "all phases of the project including planning, construction, and operation." Specific tasks are as follows. Task 1 Project Initiation/Kick-off Meeting PlaceWorks will conduct a site visit, review available materials and reports, and attend one project initiation/kick-off meeting with City staff and Project Applicant. Our PM and Assistant PM will attend the project kick-off meeting at the City to discuss the proposed project and confirm the project approach, scope, and schedule. This discussion should include known issues and opportunities as observed by City Planning Staff, Project Applicant, and the consultant team. We will also identify the information and technical studies required from the City and/or Project Applicant, including but not limited to: • Full project characteristics, including the grading, landscape, building, and lighting plans. • Construction schedule and list of construction equipment to be used. • All technical studies and information provided by the Project Applicant, as detailed under "Use of Applicant and City-Contracted Studies" • Use of studies provided by Project Applicant. At this meeting, we will also ask City staff for their insight regarding the history of the project site and this proposal, potential environmental issues, controversy, and specific understanding and knowledge of similar projects in the City (including the Newport Center Villas Residential Project). Task 2Initial Study/Notice of Preparation The Initial Study will include a comprehensive project description and analyze each topical area of the CEQA Appendix G checklist, as follows. Aesthetics Land Use and Planning Agricultural/Forestry Resources Mineral Resources Air Quality Noise Biological Resources Population and Housing Cultural Resources Public Services Geology/Soils Recreation Greenhouse Gas Emissions Transportation/Traffic Hazards/Hazardous Materials Utilities and Service Systems Hydrology/Water Quality Findings will be clearly substantiated for each checklist question to conclude either no impact, less than significant impact, or potentially significant impact. At this time it is anticipated that the only complete CEQA topics that will be eliminated from further review (not carried through to the EIR) will be Agriculture/Forestry Resources, Biological Resources, and Mineral Resources. However, individual subtopics and impact statements may also be eliminated from further Placeworks, Inc. Page A-1 review in the EIR. For example, under Hydrology/Water Quality, the proposed project is not located in a 100-year flood hazard area and therefore would not place housing or structures in a flood hazard area. And under Population and Housing, the project would not displace existing housing or people and necessitate the construction of replacement housing elsewhere. The EIR, however, will include Hydrology/Water Quality and Population and Housing chapters to address the remaining checklist questions. PlaceWorks will prepare the draft Notice of Preparation (NOP) and submit it for review and approval by the City. After City approval of the NOP, PlaceWorks will copy and distribute the NOP and Initial Study to state and local agencies, surrounding property owners, and other special interest groups or individuals identified by the City. The NOP will clearly identify the time period, contact person, and address established for submitting responses. Deliverable(s): • 3 hard copies and 1 CD of the Screencheck Draft IS/NOP • 5 hard copies and 25 CDs of the IS/NOP for distribution • Certified mailing to agencies and general public • Certified mailing to State Clearinghouse for circulation to state agencies Task 3 Public Scoping Meeting Pursuant to CEQA Guidelines, Section 15082 (c)(1), at least one public scoping meeting is required for projects of statewide, regional or areawide significance. By the definition included in CEQA Guidelines Section 15082(b)(1), the Museum House Residential project meets this definition because it includes a proposed General Plan Amendment for which an EIR will be prepared. PlaceWorks will assist the City in organizing and conducting one public scoping meeting to present the preliminary environmental impacts of the proposed project and to solicit comments regarding the scope and content of the environmental issues to be addressed in the EIR. We will prepare a PowerPoint presentation for the meeting to be reviewed by the City prior to finalization. At the meeting, we will be prepared to discuss the environmental review process and to answer specific questions, as desired by the City. It is recommended that the scoping meeting be held one or two weeks after the release of the NOP, so the public has time to review the document and voice their concerns about potential environmental issues. After the meeting, we will prepare a summary of comments that will ultimately be included in the EIR with references to where each comment is addressed or explanation of why it is not addressed (e.g., not an environmental issue). Deliverable(s): • Preparation and participation at scoping meeting • Scoping meeting agendas and public comments received • Public handouts of exhibits, PowerPoint slides, comment cards (up to 50 copies) Task 4 Screencheck Draft EIR A project-level EIR will be prepared and include the following sections in accordance with the CEQA Guidelines: Executive Summary Cumulative Impacts Introduction Consideration of Significant Effects Project Description Project Alternatives Placeworks, Inc. Page A-2 Environmental Setting Organizations and Persons Consulted Discussion of Existing Conditions, Environmental Other CEQA-Mandated Sections Impacts, and Mitigation Measures As required by CEQA, PlaceWorks will also address potential Energy impacts pursuant to Appendix F. Energy will be addressed in a separate section, "Other CEQA Considerations." Key to a defensible and flexible EIR for implementation of the Museum House Residential Project will be a comprehensive project description. Each topical section of the document will: (a) describe existing environmental conditions and pertinent regulatory policies and programs that apply to this project, (b) define the criteria by which impacts will be determined to be significant, (c) determine the environmental changes that would result from the project, (d) evaluate the significance of those changes with respect to the impact significance criteria (thresholds), (e) define mitigation measures to reduce or avoid all potentially significant adverse impacts, and (f) provide a conclusion as to whether significant impacts would remain, even after successful implementation of recommended mitigation measures. A conservative scenario approach will be followed for all analyses in the EIR to provide legal defensibility. As indicated above, it is anticipated that all CEQA topical sections, with the exception of Agriculture/Forestry Resources, Biological Resources, and Mineral Resources, will be carried through and included in the EIR. Analysis and findings of technical studies will be incorporated into the EIR. Completed technical studies (for stand-alone reports) and supporting modeling information (Air Quality, Noise, GHG inventory) prepared by PlaceWorks and the Project Applicant will be included in the EIR appendices. Consideration of Significant Effects: As required by CEQA, the EIR will identify and focus on the significant effects of the project and include the following discussions as required by CEQA Guidelines Section 15126.2: Effects Not Found to Be Significant Significant Unavoidable Impacts Significant Irreversible Changes Growth-Inducing Impacts Alternatives to the Proposed Project: Based on our knowledge of the community and familiarity with the project's potential environmental issues, we understand that the alternatives for the Museum House Residential Project will need to be carefully crafted. Alternatives will be defined and analyzed in compliance with Section 15126(d) of the CEQA Guidelines and in consultation with City staff (and the Project Applicant, as appropriate). As required, the EIR will analyze the "No Project/Existing Land Use Designation (PI)" alternative along with a reasonable number of additional alternatives. The EIR Alternatives section will also assess the potential for the development to occur at an alternative site within the City. Development alternatives will be determined based on the environmental impacts of the project as proposed and may include a Reduced Intensity Alternative, Alternative Design (e.g.. two lower buildings instead of one high- rise), etc. Alternatives will be selected on the basis of their ability to: (1) avoid or reduce one or more of the project's significant impacts; and (2) feasibly attain most of the basic objectives of the project. Alternatives considered but eliminated from further consideration will also be documented. The environmentally superior alternative will be identified; if it is the No Project Alternative, then one of the development alternatives will be identified as environmentally superior to the others. Placeworks, Inc. Page A-3 Deliverable(s): 5 hard copies and 1 CD of the Screencheck Draft EIR Task 5 Draft Environmental Impact Report (DEIR) It is assumed the City will provide one consolidated set of written comments on the Screencheck EIR to PlaceWorks. As appropriate, PlaceWorks' project manager will meet with City staff to discuss and resolve any major areas of concern and clarify areas of misunderstanding, etc. We will follow up with City departments or other agencies as necessary to respond to City staff comments. Upon acceptance of the document as a Draft EIR, PlaceWorks will reproduce and distribute it to the State Clearinghouse, responsible and trustee agencies, and other special interest groups and individuals identified on a distribution list to be developed in consultation with the City. PlaceWorks will prepare the Notice of Completion (NOC) for City approval and signature. We will also prepare the Notice of Availability (NOA) for City approval for distribution by the City. Deliverable(s): • 20 hard copies of the Draft EIR with CDs of technical appendices in the back cover • 15 hard copies of the Executive Summary (for the State Clearinghouse) • 25 CDs of the Draft EIR and technical appendices for distribution • Preparation of the NOA and NOC • Certified mailing to agencies and general public Task 6 Final EIR: Response to Comments and Revisions to Draft EIR Response to Comments received on the Draft EIR will be prepared in accordance with CEQA Guidelines Section 15089. Following receipt of all comments on the Draft EIR, written responses will be prepared for each comment. A Response to Comments section will be created for the Final EIR and will contain an introduction describing the public review process for the Draft EIR, copies of all comment letters, and written responses to all comments. Responses will focus on comments that address the adequacy of the Draft EIR. Comments that do not address EIR adequacy will be noted as such and no further response will be provided unless deemed necessary by the City. Responses will be prepared by PlaceWorks with input from our technical specialists, as needed. Although the level of comment for an EIR cannot be predicted, an estimated budget for responses to comments has been established to cover efforts by any member of the consulting team. The estimated budget assumes that no additional basic research will be required to respond to comments, and that the comments will be directed at the substance and technical adequacy of the EIR. PlaceWorks assumes that the Project Applicant's technical consultants will respond to comments related to the adequacy of their studies. Modification to the scope of work, budget, and time frame may be necessary if comments received from agencies or the general public require substantially increasing the scope of impacts and issues addressed in the EIR. The Final EIR will also include any revisions, updates, or corrections needed to respond to comments or address minor errors in the Draft EIR. PlaceWorks will revise the Responses to Comments based on revisions provided by the City. Responses to Comments from responsible agencies will be distributed a minimum of 10 days prior to consideration of the Final EIR by the City Council. Deliverable(s): • 5 hard copies and 1 CD of the Screencheck Final EIR • Distribution of the Response to Comments to Commenting Agencies Placeworks, Inc. Page A-4 • 10 hard copies and 1 CD of the Final EIR (MMRP as described below to be included in this deliverable) Task 7 Mitigation Monitoring and Reporting Program A Mitigation Monitoring and Reporting Program (MMRP) will be prepared, pursuant to Section 21081.6 of the Public Resources Code. It will be presented in standard City format and will identify the significant impacts that would result from the project, proposed mitigation measures for each impact, the times at which the measures will need to be conducted, the entity responsible for implementing the mitigation measure, and the City department or other agency responsible for monitoring the mitigation effort and ensuring its success. Deliverable(s): • 10 hard copies and 1 CD of the MMRP (to be included with Task 6 deliverables) Task 8 Findings of Fact and Statement of Overriding Considerations and NOD The Findings of Fact (FOF) will be prepared consistent with the requirements of CEQA. The draft FOF will be distributed to the City for review and comment. If required, we will prepare a Statement of Overriding Considerations (SOC) for the project, consistent with the requirements of CEQA. Notice of Determination: A draft Notice of Determination (NOD) will be prepared for review by the City. After the City takes action on certifying the Final EIR and approving the project, the NOD will be filed with the Office of Planning and Research (OPR) and the Orange County Clerk. It is assumed the City will provide a check to PlaceWorks for County ($50 administration fee) and CDFW filing ($3,070). Deliverable(s): • 2 hard copies and 1 CD of the Draft FOF and SOC • Notice of Determination and County Clerk/CDFW filing Task 9 Meetings/Public Hearings Our scope of work includes attendance at the following meetings and public hearings. In addition, we have included coordination meetings with the City via conference call: • Kick-off meeting (PM, Assistant PM and/or technical specialist, cost included in Task 1) • 1 Public Scoping Meeting (PM and Assistant PM, cost included in Task 3) • 2 City Coordination Conference Calls (PM) • 2 City Coordination Meetings (PM) • 4 Public Hearings (Assumed 2 Planning Commission and 2 City Council Hearings) (PM) Additional meeting attendance by PlaceWorks or attendance by other members of the consultant team will be billed on a time-and-materials basis in accordance with the hourly rates for the personnel involved. Task 10 Project Management As described in the Project Approach, PlaceWorks will coordinate closely with the City to ensure that the EIR and associated documents are legally defensible, accurate, and useful to decision makers when considering the approval of the project. Project management responsibilities include: task scheduling and assignment; management of resources; monitoring of costs and schedule adherence; management and coordination of subconsultants, including contract Placeworks, Inc. Page A-5 administration and accounting; consultation and coordination with local and state entities relative to the environmental review process; and coordination and communications with the City's project team to ensure compliance with policies, procedures, and any applicable codes. This task is based on an estimated hours/week for the estimated schedule in this proposal for the PM. If this schedule is extended beyond the control of PlaceWorks, a budget augment may be requested for this task. TECHNICAL STUDIES PlaceWorks Technical Studies Air Quality and Greenhouse Gas Emissions PlaceWorks will prepare a technical analysis to evaluate potential air quality and GHG emissions impacts associated with the proposed Museum House Residential Project. Impacts will be based on the current methodology of the South Coast Air Quality Management District (SCAQMD) for projects within the South Coast Air Basin (SOCAB). The analysis, to the extent possible, will incorporate data and information PlaceWorks previously compiled in preparing the air quality and GHG emissions analysis for the City's LUE Amendment Supplemental EIR. Modeling will be conducted using the California Emissions Estimator Model (CalEEMod). The results of the analysis will be summarized in the EIR and modeling included as an appendix. Construction Phase: The analysis will calculate construction emissions related to demolition of the existing Orange County Museum of Art (OCMA) building and development of the proposed 100-unit multistory residential building. The construction phase regional emissions inventory will be based on the construction schedule, including duration for each construction subphase, anticipated equipment for each subphase, and estimated earthwork movement and demolition debris, as provided by the Project Applicant. Construction activities will also include substantial export for the proposed two levels of subterranean parking. Soil export volumes, haul truck capacity, and duration of haul activities information verified and provided by the Project Applicant will be incorporated into the model. Project-related construction emissions will be compared to the SCAQMD regional significance construction thresholds. Localized air pollution impacts from construction equipment exhaust and fugitive dust will be compared to SCAQMD's screening-level localized significance thresholds (LST) for their potential to elevate concentrations of air pollutants at the adjacent land uses surrounding the project site. Mitigation measures will be identified, as necessary, to reduce any potentially significant regional and/or localized air quality impacts. Operational Phase: The air quality and GHG emissions analysis will provide a quantified estimate of the increase in long-terra emissions from buildout of the mixed-use project in comparison to existing operations of the museum. The emissions estimates will be based on project-related trip generation provided by the traffic consultant, area sources (i.e., landscaping fuel, architectural coatings, consumer products), energy sources (i.e., natural gas consumption, electricity use), water use and wastewater generation, and solid waste disposal. Total emissions from construction activities will be amortized into the GHG emissions inventory. Current emissions associated with the existing OCMA building will also be evaluated. Overall, the net criteria air pollutant and GHG emissions will be compared to the SCAQMD's significance thresholds. Mitigation measures will be incorporated, as necessary, to reduce potentially significant GHG impacts of the project. Additionally, consistency of the project's regional emissions will also be evaluated against the SCAQMD Air Quality Management Plan. Other Areas of Impact: The SoCAB is currently designated nonattainment under the National and/or California ambient air quality standards (AAQS) for ozone (03), fine inhalable particulate Placeworks, Inc. Page A-6 matter (PM2.5), coarse inhalable particulate matter (PM,()), and lead (Los Angeles County only). The SCAQMD has adopted the 2012 Air Quality Management Plan (AQMP) to ensure the SoCAB can attain the long-term National and California AAQS. The analysis will include a consistency evaluation of the project's regional emissions to SCAQMD's AQMP. The SoCAB has been designated in attainment for carbon monoxide (CO) under both the California and National AAQS. Therefore, the air quality analysis will include only a qualitative assessment of CO hotspots. A qualitative assessment of potential odor generation will also be included. Finally, the air quality analysis will include a qualitative discussion on the compatibility of the proposed project to the surrounding uses from an air quality perspective. Project Consistency with Plans Adopted to Reduce GHG Emissions: The GHG analysis will include a discussion on the GHG reduction goals of Assembly Bill 32 (AB 32) and Senate Bill 375 (SB 375). To achieve the GHG reduction targets of AB 32, the California Air Resources Board (CARB) prepared the 2008 Scoping Plan and a 2014 Update to the Scoping Plan. In addition, the Southern California Association of Governments (SCAG) adopted the 2012 Regional Transportation Plan/Sustainable Communities Strategy (RTP/SCS) to ensure that the southern California region can attain the regional transportation-related GHG reduction goals of SB 375. Project consistency with these statewide and regional GHG emissions reduction strategies will be reviewed. Deliverable(s): Air Quality and GHG Emissions Analysis, to be included as an appendix to the EIR Noise and Vibration Analysis PlaceWorks will evaluate potential noise and vibration impacts for the construction and operational phases of the proposed Museum House Residential Project in comparison to existing operations of the museum. We will use our experience and knowledge of similar noise environments to characterize the existing conditions for the project area, with particular attention being paid to the traffic flows on San Joaquin Hills Road, Santa Cruz Drive, San Clemente Drive, Santa Barbara Drive, and Jamboree Road. Additionally, PlaceWorks will leverage, to the extent applicable, our previous experience working within the 2006 General Plan, as well as our preparation of the recent Newport Beach LUEA Supplemental EIR. PlaceWorks will assess temporary noise and vibration impacts during demolition and project construction activities using industry-standard analysis techniques and the scheduling, equipment mix, hauling, and truck trip information provided by the Project Applicant. Particular attention will be paid to the relatively large excavation effort, the subterranean facilities, and the substantial foundations needed for the multistory condominium tower. Long-term, operational noise impacts will be primarily related to project-generated traffic flows. Traffic noise impacts to uses along nearby roadway segments will be assessed with input parameters based on traffic forecasts included in the project's traffic study and will be assessed using a version of the U.S. Federal Highway Administration (FHWA) Traffic Noise Model. Other ongoing noise sources at the site (e.g., HVAC units, maintenance activities, and periodic truck movements) are expected to be of secondary importance to the traffic impacts and will be discussed qualitatively. Land use compatibility with respect to noise will be assessed based on future traffic noise projections for local roads. Compatibility with respect to aircraft facilities will be evaluated. While the project site is within the AELUP for John Wayne Airport, it is outside of 65 dBA CNEL aircraft noise contour and, as a result, should not experience airport-related noise impacts. Thus, potential aircraft noise intrusion will be accounted for qualitatively. Likewise, there are no rail lines in the vicinity of the project site, and rail noise can be dismissed from detailed Placeworks, Inc. Page A-7 assessments. Compatibility with state interior sound insulation standards will be made assuming typical architectural attributes for multifamily facilities. Potential noise and vibration impacts will be evaluated according to applicable City of Newport Beach noise and vibration criteria in the City's General Plan and Municipal Code. Mitigation measures to reduce noise and vibration impacts will be recommended, as necessary, to reduce potential impacts to less than significant levels. The findings of the noise and vibration analyses and impact assessment will be provided in the EIR, and pertinent calculations and technical information will be provided in an appendix. Deliverable(s): Noise and Vibration Analysis, to be included as an appendix to the EIR Subconsultants Technical Studies Cultural Resources— Cogstone Technical Memorandum Cogstone prepared the cultural resources study for the 2014 Newport Beach LUEA Supplemental EIR. Findings from the study and EIR concluded that the project would have a less than significant impact on historical, archaeological, and paleontological resources and human remains upon implementation of existing regulations. Therefore, cultural impacts of the Museum House Residential project are also anticipated to be less than significant. Cogstone will rely on the previous literature search (Historical Resources Information System and South Central Coastal Information Center records) to prepare the site-specific memorandum for the Museum House Residential Project. Mitigation will be refined as appropriate to reflect the proposed project and excavation activities. Cogstone will also utilize the previous paleontological records search obtained from the Natural History Museum of Los Angeles County and literature review from the Newport Beach LUEA project to address potential paleontological impacts. Cogstone will customize the report to reflect resources near the site, and the propensity for fossils within local geologic formations. Since the proposed project includes a General Plan Amendment, it is subject to SB 18 tribal consultation requirements. It is also subject to the recently adopted AB 52, which requires the CEQA document (ND, MND, or EIR) to address potential impacts to tribal cultural resources and the City to participate in consultation if requested by tribes. Cogstone's technical memorandum will include the evaluation of potential impacts to Tribal Cultural Resources required under AB 52. This will include contacting the Native American Heritage Commission (NAHC) to obtain a review of the Sacred Lands File. SB 181 AB 52 Tribal Consultation Assistance Cogstone will assist the City in tribal consultation per Senate Bill 18 (SB 18) and Assembly Bill 52 (AB 52) The Sacred Lands File will be reviewed to prepare the Tribal Cultural Resources assessment as noted above. This task will also include contacting the NAHC to request a list of tribes per SB 18 and coordinating with the City regarding any tribes that have requested project notification per AB 52. The NAHC will determine if any NAHC-listed Native American sacred lands are within or adjacent to the project area. Steps for SB 18 and AB 52 include: 1) submit the combined SB 18/AB 52 request to the NAHC on behalf of the City, 2) upon receipt of response, prepare tribal letters that summarize the Placeworks, Inc. Page A-8 known cultural information and invite the tribes to consult with the City, 3) provide these letters to the City for printing on their letterhead and distribute by certified mail. Tribes may choose to consult via mail or in-person meeting. Cogstone can also provide assistance with meetings. This scope of work includes up to two consultation meetings with the City. However, additional consultation, including a discussion of potential impacts to Tribal Cultural Resources and possible mitigation measures, are not included in this scope of work. Should additional consultation be requested, Cogstone can assist the City by recommending an outreach and consultation strategy and coordinating and attending any additional requested meetings. Follow up consultation beyond the tasks outlined here would be addressed on a time and material basis. Deliverable(s): • Cultural Resources Technical Memorandum, to be included as an appendix to the EIR • Letter templates and instructions on contacting AB 52–specific Native American tribes • Up to 2 consultation meetings with City and tribal groups ANTICIPATED SCHEDULE PlaceWorks keeps our projects on track by preparing and sharing detailed project schedules prepared with Microsoft Project schedule software. The attached preliminary schedule is based on our current understanding of the project and status of information. For purposes of the schedule, we assume that the technical information and studies to be provided by the Project Applicant and City traffic consultant—including geotechnical, Phase I (hazards), Water Quality Management Plan, civil engineering plans, and shade/shadow analysis—will be available at project kick-off. It is also anticipated that the traffic impact assessment will be the critical path for the EIR. Other assumptions are as detailed on the schedule. We will update and refine this schedule based on details provided at the kick-off meeting. Moreover, this base schedule will be used and updated throughout the project and shared with all team members. Placeworks, Inc. Page A-9 - m r i A w T 0 w' n Z o.2' 25 w w m m o w ci n o0a 4w4 mO m �' °� 3 i 3 ° 5T Z O $ 3 s <. E w S 3 p m 0. � • Pm � � _ � 3 5 O y mA , _ A5i 'I 3 2 P 3, � A 9 � 0 3 S ➢ y 3 � � A 3 � w G 4 f o 0 a a = x a W 6 � £ F v 1 'r-. 11I w w - ¢ ; 'c m �3 € s a a_ } sE • _ � s - , Q$ d y 33g � a 6 I u g b a 1 � • 3 F g I m g i EXHIBIT B SCHEDULE OF BILLING RATES The attached budget is proposed by the PlaceWorks team for the Museum House Residential Project EIR. The proposed scope of work will require $119,671, billed on a time and materials basis and based on PlaceWorks' 2015 Standard Fee Schedule, shown in Table 1. The budget has been customized to show each CEQA compliance task separately. The proposed budget also includes all costs for labor and expenses (direct costs), including reproductions, travel, communications, and materials and supplies. Table 1. PlaceWorks — 2015 Standard Fee Schedule STAFF LEVEL HOURLY BILL RATE Principal $190—$250 Associate Principal $175—$200 Senior Associate/Senior Scientist $145—$180 Associate/Scientist $110—$150 Project Planner/Project Scientist $90—$115 Planner/Assistant Scientist $75—$95 Graphics Specialist $60—$95 ClericaUWord Processing $40—$110 Intern $50—$70 Subconsultants are billed at cost plus 10%. Mileage reimbursement rate is the standard IRS-approved rate. Placeworks, Inc. Page B-1 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of 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, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. 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 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. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of 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 each accident. Placeworks, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Placeworks, Inc. Page C-2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non-Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own Placeworks, Inc. Page C-3 judgment may be necessary for its proper protection and prosecution of the Work. Placeworks, Inc. Page C-4 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 12/3/15 Dept./Contact Received From: Teresa Date Completed: 12/3/15 Sent to: Teresa By: Renee/Alicia Placeworks DBA:The Planning Center Design Community& Company/Person required to have certificate: Environment Type of contract: All Other I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/15-7/1/16 A. INSURANCE COMPANY: Crum&Foster Specialty Insurance Co. B. AM BEST RATING(A-: VII or greater): A C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? ❑ Yes E No D. LIMITS(Must be$1 M or greater): What is limit provided? 5,000,000/5,000,000 E. ADDITIONAL INSURED ENDORSEMENT—please attach ®Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS(Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) E Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) E Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? E Yes ❑ No I. PRIMARY&NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include"solely by negligence"wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ NIA E Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/15-7/1/16 A. INSURANCE COMPANY: Travelers Property Casualty Company of America B. AM BEST RATING (A- :VII or greater) A++:XV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? ® Yes ❑ No D. LIMITS- If Employees(Must be$1M min. BI &PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1,000,000 E LIMITS Waiver of Auto Insurance/Proof of coverage(if individual) (What is limits provided?) N/A F. PRIMARY&NON-CONTRIBUTORY WORDING (For Waste Haulers only): E N/A ❑ Yes ❑ No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: ❑ N/A E Yes 0 No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/15-7/1/16 A. INSURANCE COMPANY: Travelers Property Casualty Company of America B. AM BEST RATING (A- : VII or greater): A++:XV C. ADMITTED Company(Must be California Admitted): ® Yes ❑ No D. WORKERS'COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater) 1,000,000 F. WAIVER OF SUBROGATION (To include): Is it included? ❑ Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ®Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® NIA ❑ Yes ❑ No V POLLUTION LIABILITY ® N/A ❑ Yes ❑ No V BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ®Yes ❑ No IF NO,WHICH ITEMS NEED TO BE COMPLETED? Approved: 12/3/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non-admitted carrier rated less than_ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed due to GL carrier being non-admitted. Approved: Risk Management Date " Subject to the terms of the contract.