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HomeMy WebLinkAboutC-6420 - PSA for Uptown Newport Environmental Impact report Addendum/Supplemental Environmental Impact Report for Uptown Newport HotelCC o CJ PROFESSIONAL SERVICES AGREEMENT WITH PLACEWORKS, INC. FOR UPTOWN NEWPORT ENVIRONMENTAL IMPACT REPORT �J ADDENDUM/SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR UPTOWN NEWPORT HOTEL THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 22nd 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 Uptown Newport Environmental Impact Report Addendum/Supplemental Environmental Impact Report for Uptown Newport Hotel ('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 December 31, 2016, 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 Eighty Five Thousand Five Hundred Ninety Eight Dollars and 00/100 ($185,598.00), 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. Placeworks, Inc. Page 2 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 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 Associate 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 Placeworks, Inc. Page 3 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 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. Placeworks, Inc. Page 4 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. 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 Placeworks, Inc. Page 5 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 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. Placeworks, Inc. Page 6 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 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 Placeworks, Inc. Page 7 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 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: Rosalinh Ung, Associate 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: JoAnn Hadfield Placeworks, Inc. 3 MacArthur Place, Ste. 1100 Santa Ana, California 92707 Placeworks, Inc. Page 8 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 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. Placeworks, Inc. Page 9 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. 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: 1 Z,/1(o l 15 - By:. SBy: Aaron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a Califorlalmunicipal corporation Date: 1 1 1 31 1 b CONSULTANT: Placeworks, Inc., a California corporation Date: i -2 -1 -ILP Principal, Environmental Services Date: 1 - 2-1- It'n By: ��— Keith McCann CFO [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rate= Exhibit C - Insurance Requirements Placeworks, Inc. Page 11 EXHIBIT A SCOPE OF SERVICES Placeworks, Inc. Page A-1 ® PLACEWORKS December 7, 2015 (revised December 8, 2015) Rosalinh Ung, Associate Planner City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: Scope of Work and Cost Estimate to Prepare an EIR Addendum or Supplemental EIR for the Modified Uptown Newport Project (One Newport, the addition of a 180 -Room Hotel) Dear Rosalinh: We are looking forward to working with the City again on the Shopoff Group's Uptown Newport Project. This submittal details our proposal to provide CECA services required to support the approval of the addition of a 180 - room hotel on the project site. Per your request, we have provided separate scopes of work and associated cost estimates for preparation of 1) an EIR Addendum and 2) a Supplemental Environmental Impact Report (SEIR). The following proposal includes the following: Project Understanding Supplemental Analysis under CEQA Technical Study Preparation u Scope of Work - EIR Addendum SEIR Technical Studies (same for Addendum or SEIR) n Cost Estimates - EIR Addendum - SEIR u Schedule We have previously provided the City with detailed MS Project Schedules for preparation and processing of both an EIR Addendum and an SEIR. Upon Notice to Proceed and our participation in a project kick-off meeting, we will refine the schedule(s) based on additional project information, including an updated start date. Project Understanding The Uptown Newport EIR (SCH #2010051094) was certified by the Newport Beach City Council in February 2013. The adopted Uptown Newport Planned Community Development Plan (PCDP) allows a mix of uses with up to 1,244 residential units, 11,500 square feet of neighborhood -serving retail space, and approximately two acres of park space. Proposed buildings would range from 30 to 75 feet in height, with residential towers up to 150 feet high. The project will occur in two phases, projected to be completed by 2018 and 2021, respectively. The first phase, including demolition of existing structures, has been initiated. The proposed modifications would accommodate the development of a new 180 -room hotel. This use would be additive to the uses already approved for the project site. Entitlements would include amending the Uptown Newport PCDP to allow a hotel as a permitted land use and updating the designation of PCDP High -Rise Zones within the project site. The proposed hotel site, currently designated with a 75 -foot height limit, would be redesignated as a "High -Rise Zone;' allowing building height up to 150 feet. The zone adjacent to Jamboree Road (buildings currently under construction) would be removed from the High -Rise Zone. The proposed 180 -room hotel, One Newport, 3 MacArthur Place, Suite 1100 1 Santa Ana, Cai;fornia 92707 1 714.966.9220 i PlaceWorks.conr © PLACEWORKS would be approximately 230,000 square feet and would also include meeting rooms, spa facilities, food and beverage outlets, rooftop pool amenities and support space, and three levels of subterranean parking. At completion, the 13 -story business luxury hotel would be 148 feet high and connect to a future adjacent condominium development. The hotel would be completed as part of Phase 1 of the overall development. Supplemental Analysis under CEQA GENERAL The requirements for supplemental review under CEQA are included in CEQA Guidelines Sections 15162 to 15164. In general, a Subsequent or Supplemental EIR is required if the proposed changes to the original project would result in any new significant impacts or substantially increase the severity of previously identified significant effects. ASubsequent or Supplemental EIR would also be required if substantial changes in the circumstances under which the project is undertaken would require major revisions to the previous EIR due to new significant effects or substantial increases in previously identified significant effects. If these conditions apply but only minor changes are required to make the previous EIR adequate, the project is eligible for a Supplemental EIR. The Supplemental EIR need only contain the information necessary to make the original EIR adequate for the project as revised. A Supplemental EIR is processed in the same manner (noticing, public review, Final EIR, etc.) as the original EIR. Under Section 15164, an Addendum to the original EIR may be prepared if some changes or additions to the original EIR are required, but the revised project or changes in circumstances would not result in new significant impacts. No public review is required for an Addendum. An Addendum or Supplemental EIR is required to evaluate only the changes in the project, changes in circumstances, or new information that led to the preparation of the Supplemental EIR or Addendum. In other words, the project as presented in the prior EIR is effectively treated as part of the baseline for the subsequent environmental review. Only the incremental differences in impacts are assessed (or mitigated, as necessary). Either document, however, also has to evaluate the potential for changes in circumstances since the original EIR was prepared, and whether those changes would result in significant effects in association with the proposed project. UPTOWN NEWPORT CONSIDERATIONS The supplemental analysis must be prepared in order to make the original CEQA documentation adequate for the project as modified. The Uptown Newport EIR is unique because, not only did it quantify two major development phases, it included ongoing operation of the adjacent Tower-lazz industrial facility in conditions after Phase 1 development. Moreover, the duration of this condition is uncertain because it is dependent on whether the lease is extended after its original termination in 2017. For defensibility, it is important that the supplemental CERA documentation, whether an Addendum or SEIR, evaluate the environmental impacts of conditions (existing and cumulative) with the new hotel upon buildout of Phase 1 and upon buildout of the entire project (Phase 2). Technical Study Preparation APPLICANT PROVIDED STUDIES To date, we have received the following technical studies/memorandums forwarded by the City: » Geotechnical Evaluation, EEI Geotechnical & Environmental Solutions, October 20, 2015 » Due Diligence Research Summary, Hall & Foreman, October 12, 2015 » Human Health Risk Assessment No Further Action Letter, California Regional Water Quality Control Board Santa Ana Region, November 1, 2012 (former document previously included in Uptown Newport EIR) December 7, 2015 (revised December 8, 2015) 1 Page 2 ® PLACEWORKS It is our understanding that the applicant will also provide a Phase I ESA. PLACEWORKS TEAM PREPARED STUDIES As described in the following scopes of work, PlaceWorks and our subconsultants will prepare the following: Air Quality/Greenhouse Gas Analysis (PlaceWorks) Noise & Vibration Analysis (PlaceWorks) » Traffic Impact Analysis (Kimley-Horn & Associates) n Cultural Resources (Cogstone) Scope of Work EIR ADDENDUM Task 1— Project Initiation/Kick-off Meeting PlaceWorks will attend one project initiation/kick-off meeting with City staff and the Project Applicant. Our project manager (PM) and assistant PM will attend this meeting to confirm the project description, environmental approach, scope, and schedule. The discussion should include known issues and opportunities as observed by City staff, Project Applicant, and the consultant team. PlaceWorks will request any additional project information needed to refine the project description and complete environmental analysis. Deliverable(s): • Meeting attendance (PM and assistant PM) • Data Request • Updated MS Project schedule Task 2 — Screencheck EIR Addendum PlaceWorks will complete an Addendum, which will include the following sections: Introduction, Environmental Setting, Project Description, Environmental Checklist and Analysis, List of Preparers, and References. Like the original EIR, the Addendum will be structured to address conditions at buildout of Phase 1 and buildout of Phase 2. The Addendum will address the incremental impacts to the project, including construction -related and operational impacts, as well as any changes to offsite impacts. Our scope includes responses to each topical environmental question (17 CEQA topics, e.g., aesthetics, air quality, agriculture/forest resources, cultural resources) in sufficient detail to substantiate the project's eligibility to be processed with an EIR Addendum (i.e., no new significant impacts). Particular attention will be paid to potential traffic, AQ/GHG, noise and vibration, aesthetics, and hazards impacts (both related to the TowerJazz operation and John Wayne Airport and regulations). Impacts will be quantified as necessary, and support graphics provided. Technical studies will be included as appendices to the Addendum. Deliverable(s): • Screencheck EIR Addendum (electronic copy) Task 3 — Final EIR Addendum PlaceWorks anticipates one primary round of document review with the City. We will revise the Addendum to address the comments and finalize the Addendum. Our cost estimate provides our estimate of hours to revise the document. It is not anticipated that substantive changes will be required or that any technical modeling update will be necessary. If this becomes the case, a budget augment may be necessary. December 7, 2015 (revised December 8, 2015) 1 Page 3 10 PLACEWORKS As noted above, an Addendum does not require public review; therefore, upon City approval, it can serve as the final environmental documentation for the modified Uptown Newport project. It is our understanding that the Addendum will nevertheless be posted on the City's website to be available for public review prior to public hearings on this project. Deliverable(s): • 10 hard copies and 10 CDs of Final EIR Addendum Task 4 — Public Hearings and Meetings PlaceWorks' PM and assistant PM will attend up to two coordination meetings, and our PM will attend two public hearings (1 Planning Commission and 1 City Council hearing) at the City of Newport Beach. Deliverable(s): • 2 conference calls and 2 public hearings Task 5 — Project Management and Coordination PlaceWorks will coordinate closely with the City to ensure the Addendum is legally defensible, accurate, and useful when considering the approval of the project. Project management responsibilities include: task scheduling and assignment; management of resources; monitoring of costs and schedule adherence; and coordination and communications with the project team to ensure compliance with policies, procedures, and any applicable codes. If this schedule is extended beyond the control of PlaceWorks, a budget augment may be requested for this task, SUPPLEMENTAL EIR Task 1— Project Initiation/Kick-off Meeting This task is the same as for the EIR Addendum. At project initiation and the kick-off meeting, it will not be certain whether the project will be eligible for an Addendum. PlaceWorks will attend one project initiation/kick-off meeting with City staff and the Project Applicant. Our PM and assistant PM will attend the meeting at the City to confirm the project description, environmental approach, scope, and schedule. The discussion should include known issues and opportunities as observed by City staff, Project Applicant, and the consultant team. PlaceWorks will request any additional project information needed to refine the project description and to complete environmental analysis. Deliverable(s): • Meeting attendance (PM and Assistant PM) • Data Request • Updated MS Project Schedule Task 2 — Screencheck Draft Initial Study/NOP PlaceWorks will prepare an Initial Study (IS), which will include a comprehensive project description and analyze each topical area of the CECIA Appendix G checklist: December 7, 2015 (revised December 8, 2015) 1 Page 4 » Aesthetics » Agriculture/Forestry Resources » Air Quality » Biological Resources » Cultural Resources (including Tribal Cultural Resources) » Geology/Soils » Greenhouse Gas Emissions » Hazards/Hazardous Materials » Hydrology/Water Quality ® PLACEWORKS » Land Use/Planning Mineral Resources » Noise » Population/Housing » Public Services » Recreation » Transportation/Traffic » Utilities and Service Systems Findings will be clearly substantiated for each checklist question to conclude that impacts are less than significant or potentially significant. At this time, we anticipate that the only CEQA topics that will be eliminated from further review (not carried through to the SEIR) will be Agriculture/Forestry Resources, Mineral Resources, and Biological Resources. Note that for some topics, individual subtopics and impact statements may be eliminated from further review in the SEIR. For example, under Land Use and Planning, the modified project would not physically divide an established community. And under Population and Housing, the project would not displace existing housing/people or necessitate the construction of replacement housing elsewhere. The SEIR, however, will include Land Use and Planning and Population and Housingsections to address the remaining checklist questions. Under the recently approved Assembly Bill 52 (AB 52), a discussion of potential impacts to tribal cultural resources will be included in our Initial Study. The draft CEQA Guidelines tribal cultural resources checklist question will be used to provide adequate analysis—"Will the project cause a substantial adverse change in the significance of a tribal cultural resource as defined in Public Resources Code Section 21074?" We understand that the City has already received one or more letters of interest from tribal groups in the Newport Beach area, and Cogstone, our cultural resources subconsultant, will assist the City with Senate Bill 18 (SB 18) and AB 52 tribal consultation. Please refer to Technical Studies, Cultural Resources scope of work. In addition to the Initial Study, PlaceWorks will prepare the draft Notice of Preparation (NOP), which will provide notice of a public scoping meeting and will clearly identify the time period, contact person, and address established for submitting responses during the 30 -day public review period. We will submit the IS/NOP for review by the City. Task 3 — Initial Study/NOP PlaceWorks will revise the IS/NOP per comments received by the City. After City approval of the "proof -check' IS/NOP, PlaceWorks will assist the City in preparing a distribution list to ensure proper noticing of all applicable state and local agencies, surrounding property owners, and other special interest groups or individuals identified by the City. PlaceWorks will file the NOP with the State Clearinghouse and County Clerk, and the City will be responsible for publishing the NOP in the local newspaper. Deliverables: • 3 hard copies and 1 CD of the Screencheck IS/NOP 5 hard copies and 25 CDs of the IS/NOP for distribution • Certified mailing to agencies and general public • Filing of IS/NOP with State Clearinghouse/County Clerk Task 4— Public Scoping Meeting PlaceWorks will assist the City in organizing and conducting one public scoping meeting to present the preliminary environmental impacts of the modified Uptown Newport project and to solicit comments regarding the scope and December 7, 2015 (revised December 8, 2015) 1 Page 5 @D PLACEWORKS content of the environmental issues to be addressed in the SEIR. 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 1 to 2 weeks after the release of the NOP so that responsible agencies and the public have time to read through the IS/NOP, and public concerns about environmental issues can be identified. After the meeting, we will prepare a summary table of comments that will be included in the SEIR, with references to where each comment is addressed or an explanation of why it is not addressed (e.g., not an environmental issue). Deliverables: • Preparation and attendance at the public scoping meeting (PM and assistant PM) • Sign -in sheet, PowerPoint presentation, and comment cards (up to 50) Task 5 — Screencheck Draft SEIR The Screencheck Draft SEIR will be prepared to include all the sections needed to make the 2013 EIR adequate for the Uptown Newport project as amended. As previously noted, each topical section will be organized to assess Phase 1 and Phase 2 scenarios with addition of the 180 -room hotel. The EIR will be as concise as possible by tiering off of the original EIR. For example, we will not reproduce lengthy environmental setting sections, but will refer to any conditions and regulations that have changed since the original EIR. Several of these sections, however, will be condensed to take advantage of tiering off (and referring to) the 2013 EIR sections. The SEIR is anticipated to include the following sections: » Executive Summary » Introduction » Project Description » Environmental Setting » Discussion of Existing Conditions, Environmental Analysis, and Mitigation Measures » Cumulative Impacts » Consideration of Significant Effects » Project Alternatives (to address any new significant impacts which have triggered the SEIR) » Organizations and Persons Consulted Each topical section of the document will: (a) summarize any update to existing environmental conditions and pertinent regulatory policies and programs subsequent to the original EIR, (b) define the criteria by which impacts will be determined to be significant, (c) determine the incremental environmental changes that would result from the modified Uptown Newport project, (d) evaluate the significance of those incremental 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. Each section will also be supplemented with applicable GIS -based graphics to enhance the analysis and clarify the project's environmental impacts. Our scope of work also assumes that a quantified analysis will be included for our technical studies—air quality, greenhouse gas emissions, noise, and traffic. Topical Sections. As indicated above, it is anticipated that all 17 CEQA topical sections—with the exception of Agriculture/Forestry Resources, Mineral Resources, and Biological Resources—will be carried through and included in the SEIR. Analysis and findings of technical studies will be incorporated. Technical study scopes are described in the section below. Complete technical studies (for stand-alone reports) and supporting modeling information (Air Quality, GHG, Noise, and Traffic inventory) will be included in the SEIR appendices. As required by CEQA, Place Works will also address potential Energy impacts pursuant to Appendix F. Energy will be addressed in a separate section, "Other CEQA Considerations" December 7, 2015 (revised December 8, 2015) I Page 6 go PLACEWORKS Consideration of Significant Effects: As required by CEQA, the SEIR 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 Found Not to Be Significant » Significant Unavoidable Impacts » Significant Irreversible Changes » Growth -Inducing Impacts Alternatives to the Proposed Project. Since the SEIR need only include the information necessary to make the 2013 EIR adequate for the Uptown Newport project as amended, project alternatives may or may not be required. If the modified project results in any new significant impacts, a "reasonable range' of alternatives will be defined and analyzed. 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. Deliverables: • 5 hard copies and 1 CD of the Screencheck Draft SEIR Task 6 — Draft SEIR PlaceWorks will incorporate and address City comments on the review of the Screencheck Draft SEIR. Our scope of work includes two iterations of review. Upon approval of the revisions, we will forward a proof -check copy to the City for final review. Upon approval we will prepare the Notice of Completion (NOC) for City approval and signature. We will also prepare the Notice of Availability (NOA) for City approval and distribution by the City (including publishing the NOA in the local newspaper). PlaceWorks will assist the City in preparing a distribution list to ensure proper noticing to all applicable agencies and other interested parties. We will also file the NOA and NOC with the State Clearinghouse and County Clerk. Deliverables: • 20 hard copies of the Draft SEIR with CDs of technical appendices in back cover • 15 hard copies of Executive Summary (for State Clearinghouse) • 25 CDs of the Draft SEIR for distribution • Certified mailing to agencies and general public • Filing of NOC and NOA with State Clearinghouse/County Clerk Task 7 — Final SEIR Responses to comments received on the Draft SEIR will be prepared in accordance with CEQA Guidelines Section 15089. Following receipt of all comments on the Draft SEIR, written responses will be prepared for each comment. A Response to Comments section will be created for the Final SEIR and will contain an introduction describing the public review process for the Draft SEIR, copies of all comment letters, and written responses to all comments. Responses will focus on comments that address the adequacy of the Draft SEIR. Comments that do not address SEIR 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. 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 Draft SEIR. Modification to the scope of work, budget, and time frame may be necessary if any comments from agencies or the general public require substantially increasing the scope of impacts and issues addressed in the Draft SEIR. The Final SEIR will also include any revisions, updates, or corrections needed to respond to comments or address minor errors in the Draft SEIR. Revisions will be made in underline, shading, and/or strike -out text. December 7, 2015 (revised December 8, 2015) 1 Page 7 Q PLACEWORKS PlaceWorks will revise the Final SEIR 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 SEIR by the City Council. Deliverables: • Draft Response to Comments (electronic copy) • Distribution of the Response to Comments to Commenting Agencies • 10 hard copies and 1 CD of the Final SEIR (MMRP, described below, will be included in this deliverable) Task 8 — MMRP, Findings of Fact/Statement of Overrides, and Notice of Determination Mitigation Monitoring and Reporting Program If required, 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. A draft MMRP will be submitted to the City for review. Upon approval, the MMRP will be incorporated into the Final SEIR. Findings of Facts and Statement of Overriding Considerations The Findings of Fact (FOF) will be prepared consistent with the requirements of CEOA. 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 PlaceWorks will prepare a draft Notice of Determination (NOD) for review by the City. After the City takes action certifying the Final EIR and approving the project, PlaceWorks will assist the City in filing the NOD with the State Clearinghouse and County Clerk. Deliverables: • MMRP (included under Task 7) • 2 hard copies and 1 CD of FOF and SOC • Filing of NOD with State Clearinghouse/County Clerk Task 9 — Meetings and Hearings PlaceWorks' PM and assistant PM will attend 4 coordination meetings in addition to the kick-off meeting (Task 1), scoping meeting (Task 4), and two public hearings (PM only). The PlaceWorks team will serve as an extension of City staff and will be prepared to make presentations and/or answer questions regarding the environmental document and impact analyses. Additional meeting attendance by PlaceWorks or 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. Deliverables: • 1 Kick-off Meeting (included under Task 1) • 1 Public Scoping Meeting (included under Task 4) • 4 Coordination Meetings (PM and assistant PM) • 2 Public Hearings (1 Planning Commission and 1 City Council hearing; PM only) December 7, 2015 (revised December 8, 2015) 1 Page 8 ® PLACEWORKS Task 10 — Project Management and Coordination As discussed above, PlaceWorks will coordinate closely with the City to ensure that the SEIR 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 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. If this schedule is extended beyond the control of PlaceWorks, a budget augment may be requested for this task. TECHNICAL STUDIES Technical Studies to Be Prepared by PlaceWorks Air Quality/Greenhouse Gas Emissions PlaceWorks will prepare an air quality and GHG emissions analysis to evaluate the potential incremental impacts from operation of the 180 hotel rooms in comparison to the approved Uptown Newport project. Criteria air pollutants and GHG emissions will be quantified using the California Emissions Estimator Model (CalEEMod) from project -related transportation sources, area sources (i.e., landscaping fuel, architectural coatings, consumer products), energy sources (i.e., natural gas consumption, energy use), water use and wastewater generation, and solid waste generation (e.g., materials sent to landfills). Trip generation and/or vehicle miles traveled will be based on data provided by Kimley-Horn. The analysis will also compare the net increase in criteria air pollutant impacts from those analyzed in the 2013 EIR and substantiate that emissions, without additional mitigation, would not result in significant AQ or GHG emissions (if this is not verified, a Supplemental EIR will be required). The results of the technical analyses described above will be compiled in an Air Quality and GHG Emissions Technical Memorandum. Deliverable(s): • Air Quality/GHG Technical Memorandum, to be included as an appendix to the Addendum or SEIR Noise and Vibration PlaceWorks will review the potential noise and vibration impacts of the modified Uptown Newport project. The review will focus on the incremental impacts of the proposed 180 -room hotel in comparison to the 2013 EIR. The 2013 EIR substantiated that buildout traffic -generated noise would not be significant. However, noise impacts were identified at some outdoor areas (primarily patios and balconies) as well as in certain indoor living spaces. The particulars of the proposed hotel's outdoor and indoor spaces, as well as its location on the site (in relation to nearby roadways) will be assessed for traffic -related noise impacts and compared to the 2013 results. Incremental impacts due to additional traffic flows generated by the hotel will be evaluated using data provided by Kimley-Horn. The 2013 EIR identified that both phases of the original project would create noise and vibration impacts at either the Towedazz facility (Phase 1) or at future residential units (Phase 2). On a preliminary overview basis, construction noise and vibration effects are not expected to be notably different for the proposed hotel. This initial expectation will be reviewed and verified during the technical evaluation. The noise assessment will also be updated to reflect the hotel and modified high rise zones relative to John Wayne Airport and applicable regulations. The technical assessment results will be compiled in a Noise and Vibration Technical Memorandum for use in the Addendum or SEIR. Deliverable(s): • Noise and Vibration Technical Memorandum, to be included as an appendix to the Addendum or SEIR December 7, 2015 (revised December 8, 2015) 1 Page 9 ED PLACEWORKS Subconsultant Technical Studies Traffic Impact Analysis — Kimley-Horn and Associates The applicant proposes to add a 180 -room business hotel to the Phase 1 area of the approved Uptown Newport project. A Traffic Impact Study will be required to meet Traffic Phasing Ordinance (TPO) and CEQA requirements. Kimley-Horn's proposed scope of work is presented below. 1. Participate in a project kick-off meeting with the project team and City staff. Obtain information regarding the proposed site uses, including land use and size, quantities, site access, parking, and layout of the proposed development plan. 2. Conduct a site visit of the project area and document existing roadway conditions on the roadways and at the study intersections. 3. The same City of Newport Beach study intersections that were included in the Uptown Newport traffic study will be included in the study for the modified Uptown Newport project, as follows: No. Intersection Control 1 * MacArthur Boulevard/Birch Street Signalized 2 * MacArthur Boulevard/Von Karmen Avenue Signalized 3 * MacArthur Boulevard/Jamboree Road Signalized 4 ** MacArthur Boulevard SB Ramp/University Drive Signalized 5 ** Von Karman Avenue/Birch Street Signalized 6 ** Teller Avenue/Birch Street Stop Controlled 7 * Jamboree Road/Campus Drive Signalized 8 * Jamboree Road/Birch Street Signalized 9 * Jamboree Road/Bristol Street N Signalized 10 * Jamboree Road/Bristol Street S Signalized 11 * Jamboree Road/Bayview Way Signalized 12 * Jamboree Road/University Drive Signalized 13 * Campus Drive/Bristol Street N Signalized 14 * Birch Street/Bristol Street N Signalized 15 * Irvine Avenue/Bristol Street S Signalized 16 * Birch Street/Bristol Street S Signalized 17 * Bayview Place/Bristol Street S Signalized 18 * Irvine Avenue/Mesa Drive Signalized * =TPO Primary Intersection ** = Not a Primary Intersection —(New traffic counts will be collected) Note., Current peak hour traffic data for the TPO Primary Intersections in the City of Newport Beach will be provided by the City of Newport Beach. Kimley-Horn will collect morning and evening peak hour traffic data at the remaining three study intersections in the City of Newport Beach, as indicated in the table above. 4. In addition to the study intersections in the City of Newport Beach, the Uptown Newport traffic study also included 24 intersections in the City of Irvine. Kimley-Horn will work with City of Irvine staff to identify the study intersections in the City of Irvine prior to proceeding with the analysis. Given that the Modified Uptown December 7, 2015 (revised December 8, 2015) 1 Page 10 donumft PLACEWORKS Newport project is substantially smaller than the approved Uptown Newport project, it is assumed that an additional 10 study intersections in the City of Irvine will be required. All subsequent tasks in this preliminary scope reflect this assumption. We will coordinate with City of Irvine representatives to discuss traffic study issues and requirements in the City of Irvine. If more or fewer study intersections, or if different or additional requirements are required after meeting with the City of Irvine, appropriate adjustments to the scope of services will be made accordingly. 5. Develop project trip generation estimates for the proposed project using the Institute of Transportation Engineers' (ITE) Trip Generation Manual (9th ed.). 6. Develop trip distribution assumptions for the project traffic, based on likely origins and destinations of project hotel guests, employees, and visitors. Project trip generation and trip distribution assumptions will be presented to City staff for review and concurrence prior to proceeding with the analysis phase of the study. 7. Project traffic will be distributed through the study intersections, and the project traffic contribution to each intersection will be identified. 8. Obtain TPO Committed Projects information, including project trip generation and distribution from approved traffic studies, from the City of Newport Beach. For Committed Projects for which an approved study is not available, we will develop trip generation and distribution assumptions. Note -The approved Uptown Newport project will be included as a Committed Project. 9. Conduct the City of Newport Beach TPO 1% analysis to determine the extent of the traffic study area. 10. Obtain cumulative project information from the City of Newport Beach and the City of Irvine. Develop trip distribution and assignment assumptions for each cumulative project, based on approved traffic studies where available; develop trip generation and trip distribution assumptions where traffic studies are not provided. Compile cumulative project traffic volumes at the study intersections. 11. Obtain information from the City of Newport Beach and the City of Irvine regarding any committed roadway or intersection improvements planned to be completed by one year after the project opening. 12. Obtain Irvine Traffic Analysis Model (ITAM) forecast data for the Irvine study intersections from the City of Irvine. Develop peak hour turning movement forecasts for the project Opening Year. 13. Summarize operating conditions at the study intersections for the following scenarios: a. TPOAnalysis i. Existing Conditions (Current traffic counts and intersection lanes) ii. Year 2018 w/o Project: Existing + Growth + Committed Projects (including Uptown Phase 1) iii. Year 2018 w/ Project: Existing + Growth + Committed Projects + Project b. CEQAAnalysis L Year 2018 Baseline w/o Project: Existing + Growth + Cum. Projects + Uptown Phase l ii. Year 2018 Baseline w/ Project: Existing + Growth + Cum. Projects + Uptown Phase l+Project iii. Year 2021 Baseline w/o Project: Existing +Growth + Cum. Projects + Uptown Phase 1 and 2 iv. Year 2021 Baseline w/ Project: Existing + Growth + Cum. Projects + Uptown Phase 1 and 2+Project 14. Analysis of Newport Beach intersections will be conducted using the Intersection Capacity Utilization (ICU) methodology, consistent with the TPO requirements. Analysis of the City of Irvine intersections will be conducted using the Irvine ICU analysis methodology. December 7, 2015 (revised December 8, 2015) 1 Page 11 ANOWNft PLACEWORKS 15. For Caltrans intersections (intersections on a state highway), the intersection analysis will also be conducted using the Highway Capacity Manual (HCM) delay methodology, as required by the Caltrans Guide for the Preparation of Traffic Impact Studies. 16. Identify project impacts and mitigation measures to mitigate significant impacts, if necessary. If mitigation is required, a conceptual drawing of the recommended improvement will be provided. For budgeting purposes, it is assumed that record drawings of any study intersection requiring mitigation will be available from the City, and that a mitigation concept plan will be prepared for up to four study intersections. This task will also include preliminary cost estimates and project contribution percentages for each of the mitigated intersections. 17. Evaluate the proposed access to the hotel site in relation to the approved onsite roadway. To the extent available, based on details provided on the site plan, provide a brief evaluation of the proposed project site entry, onsite queuing, and parking supply. 18. Provide information on construction -phase traffic issues, including debris haul and construction material truck movements, likely haul routes, construction crew parking, hours of construction, and the requirement for the preparation of a construction traffic management plan. 19. Prepare a draft traffic impact study documenting all data, analyses, results, and conclusions to be submitted to the City of Newport Beach. 20. Respond to consolidated project team comments on the draft traffic study, to the extent that the revisions are within the approved scope of services, and no new data collection and/or analyses are required. A total of up to 8 hours is assumed. 21. Prepare a final traffic study incorporating responses to comments made on the draft traffic impact study report. 22. Review the draft Transportation section of the CEQA document. One review and mark-up is assumed. 23. Kimley-Horn will participate in up to 4 project meetings (including the Kick-off Meeting) with the project team, City Staff, City of Irvine Staff, and/or others as directed by the City's project manager. Deliverable(s): • Traffic Impact Analysis, to be included as an appendix to the CEQA document Cultural Resources—Cogstone The Modified Uptown Newport project is in an urban built environment, and the proposed hotel will occupy a place within the Uptown Newport development. In 2012, Cogstone conducted the cultural and paleontological work for the Uptown Newport project. At that time, the records search showed that 25 archaeological resources had been recorded within a one -mile radius. No archaeological resources had been recorded within the project area itself, but no archaeological studies had been performed there. Cogstone will provide the following services to update the analysis to assess the incremental impacts related to the proposed hotel, as well as changes in CEQA requirements subsequent to approval of the original project: » A supplemental records search, to be performed at the South Central Coastal Information Center at California State University, Fullerton; the previous one was performed more than two years ago in 2012. The State Historic Preservation Officer requires a project to have a records search no more than two years old. » Prepare the joint SB 18/AB 52 request form to the Native American Heritage Commission (PlaceWorks to provide a City contact person, phone, and email address). » Prepare SB 18 consultation letter to be printed on City letterhead, assist City with responses, and attend up to one SB 18 consultation meeting. December 7, 2015 (revised December 8, 2015) 1 Page 12 ® PLACEWORKS » Prepare AB 52 consultation letter to be printed on City letterhead, assist City with responses, and attend up to one AB 52 consultation meeting. » A supplementary cultural resources technical memo will be drafted by Cogstone's key staff; will include maps of the project area; and will summarize the modified project, applicable laws, results of the supplementary records search, results of consultation, potential for tribal cultural resources, and recommendations. A Paleontological section will be included in the memo to state that the paleontological conclusions in the EIR remain valid. Deliverables: • Updated records search • Cultural Resources Technical Memo to be included as an appendix to the CEQA document • Assist City with SB 18 and AB 52 outreach and documentation Cost Estimates The attached spreadsheets detail our cost estimates for preparation and processing an EIR Addendum and SEIR. Our cost estimate for an EIR Addendum including all technical studies is $123,942 and our estimate for an SEIR is $185,598. The cost estimates are based on our billing rates shown in the following table, PlaceWorks — 2015 Standard Fee Schedule. December 7, 2015 (revised December 8, 2015) 1 Page 13 EXHIBIT B SCHEDULE OF BILLING RATES Placeworks, Inc. Page B-1 PLACEWORKS Cost Estimates The attached spreadsheets detail our cost estimates for preparation and processing an EIR Addendum and SEIR. Our cost estimate for an EIR Addendum including all technical studies is $123,942 and our estimate for an SEIR is $185,598. The cost estimates are based on our billing rates shown in the following table, PlaceWorks — 2015 Standard Fee Schedule. PlaceWorks - 2015 Standard Fee Schedule STAFF LEVEL I HOURLY BILL RATE Associate Principal 51bu-5190 Senior Associate/Senior Scientist $130—$170 Associate/Scientist $100—$140 Project Planner/Project Scientist $80—$110 Planner/Assistant Scientist $70—$90 Clerical/Word Processing Intern Schedule Our previously prepared MS Project Schedules for an EIR Addendum and SEIR are attached and have been updated to include critical path details related to traffic. The starting date has also been revised to assume a Notice to Proceed of December 14, 2015. We will update and refine these schedules after our attendance at the kick-off meeting. December 7, 2015 (revised December8, 2015) 1 Page 13 I 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 Date Completed: 12/3/15 Dept./Contact Received From Teresa Sent to: Teresa By: Renee/Alicia Placeworks DBA: The Planning Center Design Community & Company/Person required to have certificate: Environment Type of contract: 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 N 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 N Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must (What is limits provided?) N/A include): Is it included? (completed Operations status does F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste not apply to Waste Haulers or Recreation) N Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A COMPLETED OPERATIONS ENDORSEMENT (completed H. NOTICE OF CANCELLATION: 0 N/A Operations status does not apply to Waste Haulers) N Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® 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 N No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): N N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A N 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? N Yes ❑ No D. LIMITS - If Employees (Must be $1 M 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): N N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes N No H. NOTICE OF CANCELLATION: 0 N/A N Yes ❑ 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 $1 M 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 V POLLUTION LIABILITY V BUILDERS RISK ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved:e6w 12/3/15 Agent ofAlliant 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 * Subject to the terms of the contract.