Beverly Hills City Council
September 20, 2022

AGENDA REPORT
Meeting Date: September 20, 2022
Item Number:

To: Honorable Mayor & City Council
From: Masa Alkire, AICP, Project Manager
Josephina Lee, Management Analyst
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND RINCON CONSULTANTS, INC. FOR THE PREPARATION OF

ENVIRONMENTAL DOCUMENTATION AND RELATED
CONSULTING SERVICES FOR THE PROPOSED 9600 WILSHIRE
BOULEVARD SPECIFIC PLAN (SAKS PROJECT); AND

APPROVAL OF PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $603,994.95 FOR CONSULTING SERVICES.

Attachments: 1. Agreement

RECOMMENDATION
Staff recommends that the City Council approve an agreement between the City of Beverly Hills and Rincon Consultants, Inc. (“Agreement”) and authorize a purchase order in the not-to-exceed amount of $603,994.95 for consulting services to prepare environmental documentation for the proposed 9600 Wilshire Blvd Specific Plan Project.

All costs associated with the preparation of environmental documents will be borne by the project applicant.

INTRODUCTION
The City has received applications from Hudson’s Bay Company and Streetworks Development for a proposed mixed-use development located at 9570-9620 Wilshire Boulevard; 128 S. Bedford Drive; 133 S. Camden Drive; and 120 and 121 S. Peck Drive.

The project site is approximately 3.3 acres in size, and is bounded by Wilshire Boulevard to the north, S. Bedford Drive to the west, S. Camden Drive to the east, and public alleys to the south. The project site would be bisected by S. Peck Drive, which would be included in the proposed Specific Plan area. The project involves comprehensive redevelopment of the site area, including rehabilitation and conversion of the historic Saks Fifth Avenue building into a private club with up to 50 hospitality suites and a spa, totaling up to 127,000 square feet of floor area; a new 7-story office D-7
Meeting Date: September 20, 2022

building with up to 86,000 square feet of floor area; a new 6-story office building with up to 80,000 square feet of floor area; two new 6-story multi-family residential buildings with a combined total of up to 70 units; subterranean parking; and various public right-of-way improvements on the surrounding streets and alleys (“Proposed Project”). The applicant has requested approval of a new Specific Plan that would authorize development of the Proposed Project and set forth related development and operational standards that would be applicable to the project site.

The requested discretionary entitlements for the Proposed Project include: a General Plan Amendment, Zoning Map and Zone Text Amendments, a Master Plan of Streets Amendment, a Specific Plan, a Vesting Tentative Parcel Map, an Encroachment Permit, and a Development Agreement.

DISCUSSION
Pursuant to the California Environmental Quality Act (CEQA), the Project will require the preparation of an Environmental Impact Report (EIR). Attached is an Agreement with Rincon Consultants, Inc. for the City Council’s consideration. Rincon Consultants, Inc. is an environmental consulting firm based in California that has prepared environmental documents for numerous projects in the City of Beverly Hills, such as the One Beverly Hills project. The proposed Rincon team for this project include Principal-in-Charge Deanna Hansen, who manages Rincon’s Southern California CEQA practice, and Supervising Planner Ryan Luckert, who will serve as the day-to-day contact for the City.

Sarah Brandenburg, Principal with Fehr & Peers, will oversee the transportation analysis for the EIR.

The scope of work, attached to the contract, identifies that Rincon Consultants, Inc. will complete the CEQA required environmental review process for the Project with the City of Beverly Hills acting as the Lead Agency. Defined tasks include data collection, preparation of draft documents containing analysis of potential environmental impacts and any necessary environmental mitigation measures, response to City revisions and public comment, preparation and distribution of a Final EIR document, and attendance and support at City meetings and hearings.

FISCAL IMPACT
Staff is requesting the City Council approve an Agreement and a purchase order with Rincon Consultants Inc. for a total not-to-exceed amount of $603,994.95 to provide the above mentioned services. All costs associated with the preparation of environmental documents are paid for by the project applicant. No City funds will be used to pay for the services provided in conjunction with this Agreement. The Applicant has deposited the full amount of the contract ($603,994.95), as well as the City’s required 15% environmental contract administration fee of $90,599.24. Additionally, in order to process the entitlement applications, the applicant has paid deposits to the City totaling $275,000.00 for the City’s legal and staff time costs.

Ryan Gohlich, AICP
Director of Community Development
Approved By
Attachment 1
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
RINCON CONSULTANTS INC. FOR THE PREPARATION OF

ENVIRONMENTAL DOCUMENTATION AND RELATED
CONSULTING SERVICES FOR THE PROPOSED 9600

WILSHIRE BOULEVARD SPECIFIC PLAN (SAKS PROJECT)
NAME OF CONSULTANT: Rincon Consultants Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Deanna Hansen, Vice President/Principalin-Charge CONSULTANT’S ADDRESS: 180 North Ashwood Avenue
Ventura, CA 93003
Attention: Deanna Hansen
CONSULTANT’S E.I.N./TAX I.D. NO.: 77-0390093
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP, Director of
Community Development
COMMENCEMENT DATE: September 20, 2022
TERMINATION DATE: September 20, 2023, unless extended
pursuant to Section 2 of this Agreement
CONSIDERATION: Professional Fee: Not to exceed $525,213.00 Contingency: Not to Exceed $78,781.95
Total Not to Exceed: $603,994.95 and more
fully described in Exhibit B
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
RINCON CONSULTANTS INC. FOR THE PREPARATION OF

ENVIRONMENTAL DOCUMENTATION AND RELATED
CONSULTING SERVICES FOR THE PROPOSED 9600

WILSHIRE BOULEVARD SPECIFIC PLAN (SAKS PROJECT)
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Rincon Consultants Inc., (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Works.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date on the cover page or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth on the cover page.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B.

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(b) Expenses
CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.
(c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth on the cover page shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

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Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

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(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -6-
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years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: Rincon Consultants Inc.

DEANNA HANSEN
Vice President/Principal

LACRISSA DAVIS
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________

RYAN GOHLICH, AICP
Director of Community Development

____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following services:
• Project Initiation
• Preparation of Project Description
• Data Collection and Review
• Completion of the Final IS and Notice of Preparation
• Scoping Meeting
• Preparation of the First Round Draft EIR
• Preparation of the Second Round Draft EIR
• Public Review Draft EIR
• Preparation of Responses to Comments, Mitigation Monitoring and Reporting Program, and Final EIR
• Preparation of Facts, Findings, and Statement of Overriding Considerations • Public Hearings
• Project Management
Task 1 Project Initiation
CONSULTANT will attend a kickoff meeting with CITY, the project developer, and other subconsultants, as CITY decides necessary. The meeting will serve to confirm the fundamental process, scope of work and technical approach to key issues, and as a forum to review and confirm study objectives and establish an operational protocol. Working schedules will be finalized, and details for scheduled tasks will be discussed. CONSULTANT will use this opportunity to collect any outstanding relevant information and previously completed studies not already transmitted. The kickoff meeting also allows the attendees to discuss the completeness of plans, technical reports, and project description, identify objectives, discuss the scope of the Draft EIR and potential controversy, and review the mailing list for document distribution.

CONSULTANT will prepare an agenda and identify any outstanding document and information needs prior to the kickoff meeting and will prepare and circulate minutes identifying action items after the kickoff meeting.

Data Collection and Review
CONSULTANT will complete a comprehensive review of all technical studies and project documentation associated with the proposed project. Information to be reviewed includes, but is not limited to, the following:

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• Site and grading plans showing pad elevations and elevations of properties adjacent to the project site
• Copy of all application materials submitted to CITY in connection with the project • Copies of all project developer -provided technical studies • Anticipated construction schedule (e.g., duration, phasing), including for all phases of construction (e.g., site preparation, grading, construction, paving) • Construction footprint
• Proposed building materials and dimensions
• Anticipated soil import/export and daily disturbance area • Information relative to proposed energy efficiency standards of the proposed buildings • List of pending and approved projects for use in the cumulative impacts analysis Review of this background information will meaningfully guide preparation of the EIR by identifying necessary infrastructure enhancements, distinguishing actionable decision-making, and program improvements, and establishing a list of project stakeholders.

Task 1 Deliverables:
• Attendance at the in-person Kickoff Meeting: up to three CONSULTANT team members will participate
• Agenda and Meeting Minutes
• Project Schedule, as adjusted
Task 2 Preparation of Project Description
CONSULTANT will prepare a thorough and accurate project description, including identification of project objectives. This document plays a critical role in maintaining the project schedule and minimizing the need to rewrite already completed sections of the EIR. CONSULTANT will prepare a project description, based on the site plan provided by the project developer, which will be circulated to CITY for review and approval.

Task 2 Deliverables:
• Project description in electronic format (Word and PDF) Task 3 Final IS and Notice of Preparation
CONSULTANT will respond to CITY comments on a First Round Draft IS and prepare a Final IS and Notice of Preparation (NOP) of a Draft EIR for circulation. The Final IS will be electronically transmitted to CITY for final review and approval prior to distribution.

CONSULTANT will prepare a NOP with oversight and approval by CONSULTANT’s Project Manager and CITY staff and will develop a distribution list for CITY review and approval.

CONSULTANT will be responsible for circulating the NOP to each responsible and trustee agency and will file the NOP with City Clerk and State Clearinghouse, as required in the CEQA Guidelines.

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CITY will be responsible for additional noticing beyond that required by CEQA, such as placing a newspaper ad or direct mailing to members of the public, although these tasks can be added to CONSULTANT’s scope of work and budget if requested. The mailing of the NOP will begin the 30-day public review and comment period.

Task 3 Deliverables:
• Electronically submitted Draft NOP for staff approval • Electronic copies of Final IS-NOP to CITY
• Copy of Proof of Delivery and posting information
• Distribution of NOP to outside agencies
Task 4 Scoping Meeting
CONSULTANT will conduct a public scoping meeting during the 30-day NOP review period. The scoping meeting will provide a forum for concerned agencies and the public to provide input on the EIR scope and content. CONSULTANT’s Principal-in-Charge and Project Manager will conduct the meeting, with participation from CITY staff. CONSULTANT will provide visual materials, including meeting agendas, sign-in sheets, comment sheets, and a PowerPoint presentation. CONSULTANT will rely on CITY staff to assist with noticing and coordinating this meeting, including the provision of an appropriate meeting space and time.

Task 4 Deliverables:
• Attendance at one Scoping Meeting; CONSULTANT’s Principal-in-Charge and Project Manager will participate
• PowerPoint Presentation
• Visual poster boards, as necessary
• Meeting agenda sheets
• Sign-in sheets
• Comments cards/sheets
Task 5 Initiation of Technical Studies
CONSULTANT, as well as Fehr & Peers, a traffic subconsultant to CONSULTANT, will prepare the following technical studies concurrently with the First Round Draft EIR, as described below and in Attachment 1 to Exhibit A of this Agreement.
 Air Quality/GHG Emissions (CONSULTANT)
 Noise and Vibration Study (CONSULTANT)
 Bat Survey and Consistency Analysis (CONSULTANT)
 Historical and Cultural Resource Assessment (CONSULTANT)  Traffic Impact Analysis (Subconsultant, Fehr&Peers)
 Administrative Record (CONSULTANT)
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Technical reports provided by the project developer will be peer-reviewed by CONSULTANT for sufficiency in addressing the required analysis under CEQA. Any deficiencies will be summarized in a brief letter or memo for technical report preparer use in completing any needed revisions. Any technical reports needed above and beyond what has been listed below will be provided as an optional task within a separate scope and cost amendment at a later time.

Task 5.1 Air Quality/Greenhouse Gas Emissions Study
Subtask 5.1.1 Air Quality and Greenhouse Gas
The air quality and GHG emissions analysis will consider temporary construction and long-term operational emissions from the proposed project. The analysis will include the following tasks:
 Summarize the existing air quality conditions in the air basin using data from nearby air monitoring stations available from the California Air Resources Board and the South Coast Air Quality Management District (SCAQMD).
 Characterize the state of the climate and relevant federal, state, and local climate change regulations. Identify the GHGs of primary concern.  Summarize federal, state, and local standards and regulatory review requirements pertinent to air quality and GHG emissions. Calculate construction and operation emissions of criteria pollutants and GHGs using the California Emissions Estimator Model (CalEEMod). Evaluate the significance of air quality and GHG impacts.  Evaluate the potential for the project to cause odor impacts to off-site uses.  Evaluate localized air quality impacts to nearby sensitive receptors. This section will include a Construction Health Risk Assessment (HRA), further described under Subtask 5.1.2.
 Evaluate the proposed project’s compliance with SCAQMD’s Air Quality Management Plan.  Evaluate the proposed project’s compliance with applicable State and local GHG reduction plans, policies, and regulations, including City of Beverly Hills Climate Action + Adaptation Plan if adopted by EIR preparation.  Develop mitigation measures for identified potentially significant air quality impacts.  Prepare air quality and GHG emissions EIR sections that will contain the following information:
(2) an explanation of study methodology; (3) a discussion of the existing air quality and GHG conditions and regulatory framework; (4) a summary of impacts; and (5) identification of mitigation measures, as necessary.

Subtask 5.1.2 Construction Health Risk Assessment
Particulate emissions from off-road diesel equipment and other air toxics associated with site construction could temporarily impact nearby sensitive receptors. Given the project’s proximity to sensitive receptors, CONSULTANT will prepare a construction HRA quantifying potential health impacts associated with temporary construction activities.

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The construction HRA will rely upon the CalEEMod run prepared in support of the Air Quality and Greenhouse Gas sections, as well as site-specific dispersion modeling. The construction HRA will consider emission of diesel particulate matter and fugitive particulate matter (PM2.5) associated with both on-site emissions from construction equipment and off-site hauling emissions, as appropriate. CONSULTANT will determine average annual concentrations during the construction period at the nearest sensitive receptors.

Chronic and carcinogenic health risk calculations will be based on standardized equations from contained in the State Office of Environmental Health Hazard Assessment Guidance (OEHHA) (2015) using either in-house spreadsheets or the revised Hotspots Analysis and Reporting Program Version 2 (HARP 2) available from California Air Resources Board. If health risks are found to exceed SCAQMD significance criteria, CONSULTANT will recommend construction mitigation measures to reduce the severity of health risk impacts to off-site receptors and proposed on-site residences. The methodology and results of the construction HRA would be included in the Air Quality EIR section.

Subtask 5.2 Noise and Vibration Study
Construction and operation of the project would generate both short- and long-term noise.

Grading and other construction activities would generate temporary noise and vibration. Longterm operation of the project would involve vehicle trips, operation of on-site noise sources such HVAC equipment, loading dock activity, and recreational activities at common outdoor use areas, which may increase ambient noise levels in the vicinity of the project site. The nearest noise-sensitive receivers to the project site are existing residences to the south.

The noise section of the EIR will include a discussion of the existing noise setting and applicable General Plan policies and Municipal Code standards related to noise and vibration.

CONSULTANT will conduct up to three short-term (15 minute) noise measurements and three long-term (24-hour+) noise measurements in the project area to characterize the existing ambient noise environment.

CONSULTANT will estimate temporary construction noise and vibration levels based on reference data reported by the Federal Highway Administration (FHWA) Roadway Construction Noise Model, the Federal Transit Administration, and the California Department of Transportation.

The potential for the project to result in a significant increase in traffic noise on local roadways will be evaluated using a version of the FHWA Traffic Noise Prediction Model and traffic data from the project traffic consultant. The potential for on-site noise generators (e.g., HVAC units, loading docks, and recreational activity) to impact the nearest off-site sensitive receptors will be estimated as well.

The significance of potential noise and vibration impacts will be evaluated using the criteria and standards established in the General Plan and the Municipal Code. As necessary, mitigation measures will be recommended to reduce potentially significant noise and vibration impacts.

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Assumptions
 Project construction equipment, phasing, and hauling volumes. A data request will be sent to the project developer. Unknown inputs can be supplemented with CalEEMod defaults for a project of this type and size.
 The project developer will provide equipment specifications for all proposed operational equipment and will assist in obtaining noise level data from manufacturers.
 Site access for noise monitoring.
 Traffic data will be based on a project-specific traffic report. The following data is needed:
o Average daily traffic (ADT) along roadway study segments for Existing, Existing + Project, Cumulative No Project, and Cumulative Plus Project conditions. o Vehicle mix (auto, medium-duty truck, and heavy-duty truck) on study roadway segments for existing future conditions
o Time of day percentages for day (7:00 a.m. – 7:00 p.m.), evening (7:00 p.m. – 10:00 p.m.), and night (10:00 p.m. – 7:00 a.m.)
o Speed limits on study roadway segments
Task 5.3 Biological Resources
Subtask 5.3.1 Biological Resources Assessment
CONSULTANT will conduct a biological resources assessment of the approximately 4.3-acre project site to document existing biological conditions, assess the potential for presence of regulated biological resources, and evaluate the potential impacts to regulated biological resources from project development. If potentially significant impacts to biological resources are identified, CONSULTANT will develop relevant policies, standards, project design features, and/or mitigation measures to avoid or minimize project impacts.

The biological resources assessment will include review of existing literature sources and a field reconnaissance survey to document existing conditions and to characterize and map plant communities and land uses within and adjacent to the project site.

Please note the identification of potential special status species habitat (e.g., bats) will be based on a suitability analysis-level only and at this time does not include field surveys to fully map habitat or protocol surveys to determine the presence or absence of the special status species and vegetation communities that could occur on or in the vicinity of the project. In addition to the CEQA analysis, the biological resource section will also include any permitting requirements associated with onsite resources, and what additional studies, if any would be required at the project level. If special status species or habitats are identified, focused surveys may be required. Focused surveys for special status plants and animals require specific survey protocols, extensive field survey time, and are conducted only at certain times of the year.

CONSULTANT will notify CITY immediately if such species are discovered to determine the best path forward. No survey work will be completed without express written authorization from CITY.

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Subtask 5.3.2 Literature Review/Database Search
CONSULTANT will conduct a literature/database review that will include the California Department of Fish and Wildlife (CDFW) California Natural Diversity Database, CDFW Biogeographic Information and Observation System, California Native Plant Society Online Inventory of Rare and Endangered Plants, United States Fish and Wildlife Service (USFWS) Critical Habitat Portal, USFWS Information for Planning and Consultation (IPaC) portal, and USFWS National Wetlands Inventory (NWI), and United States Geological Survey (USGS) National Hydrography Dataset. Other resources reviewed will include aerial photographs, topographic maps, and other readily available reports and literature regarding biological resources present in the vicinity of the project site.

Subtask 5.3.3 Reconnaissance-level Field Survey
A field survey will be conducted of the project site to confirm and characterize site conditions. A CONSULTANT biologist will conduct a field reconnaissance survey in a single day to document existing biological conditions on the project site, including parts of the site and buildings that may be used by nesting birds or bats.

The survey area will include a 100-foot buffer outside of the project site (where accessible). The survey will assess the potential presence of special-status biological resources, including plant and wildlife species, plant communities, jurisdictional waters and wetlands, and suitable habitat for nesting birds and bats.

Potential bat roosting areas within the project site and bordering the site will be inspected by a qualified biologist. The surveys will include mapping current locations of special-status species for avoidance, if any. CONSULTANT have assumed that work in potential bat roosting habitat (i.e., tall trees and building eaves and roofing) may be conducted during the maternity season for bats (generally early March through September).

CONSULTANT will conduct an initial visual survey for the presence/absence of bats that may be utilizing habitat within the project site for roosting. The visual inspection will consist of observing the various tall trees and structures (i.e., building eaves and roof top) within the project footprint, which also have the potential to serve as roosts. The initial visual inspection will be conducted during daylight hours to allow the greatest visibility of the bridge and potential roost locations.

The eaves, hollowed trees, under-bark crevices and snags, and any ground areas below these areas will be checked for signs of bat use (i.e., guano, staining).

The identification of potential special-status species habitat is based on a suitability analysis level only and does not include definitive surveys for the presence or absence of other species that may be present. Focused and protocol surveys, if required for other species will be included as recommendations in the report for incorporation as prescribed mitigation measures where applicable, along with appropriate measures to mitigate potential impacts should those surveys detect any of the target species.

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Bat Emergence Survey
If necessary and upon authorization of CITY, should signs of roosting bats be observed during the habitat assessment, a Bat Emergence Survey would be carried out. The survey will also be conducted during the maternity season for bats, one hour prior to sunset, past dusk to observe whether any bats leave the building or adjacent structures or trees for nighttime foraging. A Pettersson D240x acoustical detector will be installed within an area deemed to have the highest potential for utilization as a roost to record the inaudible ultrasonic calls of bats for five hours after dusk. This detection system will allow for the identification of different species and their activities without handling individuals. In addition to the Pettersson D240x acoustical detector, CONSULTANT will utilize a Wildlife Acoustics EchoMeter Touch that uses Kaleidoscope Pro Analytics. This detection system will allow for a full-spectrum call analysis to be performed that will result in the identification of different species and their activities without handling individuals. In addition to the species data collected on site, the abiotic conditions will also be assessed, recording information on the relative humidity, temperature, wind speed, and moon phase throughout the night. Bat emergence is dependent on-air temperatures and prey availability. CONSULTANT’s proposal includes up to two survey nights with two biologists.

CONSULTANT’s scope assumes that for the pre-construction special status wildlife surveys includes up to 16 hours of bat specialist time and 16 hours of support biologist time.

Following the completion of the fieldwork, results and recommended mitigation measures would be incorporated into the biological resources assessment.

Mitigation Plan
Should the presence of maternity roosts be detected, and potential project impacts are unavoidable, a mitigation plan be prepared under this task, if necessary and authorized by CITY. The bat specialist will prepare a Draft letter Report that documents the setting, methods employed, results, and discussion and includes field logs, and species observed, and a proposed mitigation plan can be tailored around the species maternity season for more effective deterrents, exclusions, and relocations. The specific timelines for implementation of management of roosting bats within the project site will be determined based upon the results of the emergence surveys. The mitigation plan will include recommended locations for relocation of roosts (i.e., other areas within the project site, away from primary work areas).

If necessary, as part of addressing exclusionary measures necessary for the project, CONSULTANT will provide recommended actions to address the following scenarios: (a) if bats are known to be present at the site prior to start of construction activities; and (b) if during the course of construction bats are found to be present in areas of the site that were not previously identified.

Under both scenarios, CONSULTANT will outline at least one possible course of action to exclude bats from areas where they are found to be present. For areas where bats are currently known to be present, this will include temporary exclusion methods to remove bats from planned construction areas as well as long-term solutions to discourage bats from returning to previously occupied roosts near sensitive water treatment facilities. Should bats be found unexpectedly during construction, a recommended protocol for dealing with such an occurrence will be outlined. Each recommendation will include an estimated cost and timeframe to implement as well as the associated regulatory requirements, if any.

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Subtask 5.3.4 Biological Resources Section of the Draft EIR Based on the results of the literature/database research and field survey, CONSULTANT will present the findings in a Biological Resources section for inclusion in the Draft EIR.

CONSULTANT will assess potentially significant impacts to biological resources under CEQA and will address regulated biological resources. The analysis will evaluate the potential impacts to regulated biological resources from project development, and recommend measures to avoid, minimize, or reduce impacts to a less-than-significant level under CEQA, as appropriate.

Specifically, the document will have sufficient information and analysis to address all CEQA checklist biology issues.

The document will include the following information:
 Project/Construction footprint description as provided by the project proponent  Survey area and area of potential impact description and survey methodology  Biological inventory:
 Physical site characteristics (topography, soil, drainages)  Habitat classifications and mapping including critical habitat  Plant and wildlife species observed on site
 Identification and analysis of special-status species observed or expected  Nesting bird and bat habitat assessment
 Wildlife movement analysis
 General protected tree assessment
 Potential jurisdictional areas evaluation
 Regulated local resources, such as protected trees
 Impact assessment
 Special-status species tables that provide the status of each species identified, habitat requirements, and the potential for occurrence within or near the project limits
 Comparison of the impacts (direct, indirect, permanent, and temporary) that would result from the proposed project-related activities with identified special-status habitats and/or species, jurisdictional areas, protected trees, wildlife movement, sedimentation, artificial lighting, and nesting birds
 Recommendations to avoid and/or minimize impacts to protected biological resources  Identification of mitigation measures to minimize and mitigate impacts to regulated biological resources that cannot be avoided
 Photo-documentation of the existing site conditions
 Graphics depicting site location, habitats, potential jurisdictional areas, and special-status species (if found)
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Subtask 5.3.5 Biological Project Management
This task involves CONSULTANT’s internal quality control procedures, which includes internal and CITY-involved kick- off meetings, and Senior and Principal review of submittals that will be prepared under this work program. In addition, this task includes all clerical work and production of all submittals, as well as time for CITY coordination.

Assumptions
 Project site does not exceed approximately 4.3 acres in size and is accessible by existing roadways.  Field survey costs include vehicle expenses and use of field equipment.  The study area will include the project site and a 100-foot buffer where feasible, without trespassing on private property.
 The site visit does not constitute a protocol-level survey, presence or absence of protected species will not be determined during the biological resources assessment. No protocol surveys for special status species will be conducted.
 Focused and protocol surveys if required (e.g., bat surveys, rare plant surveys, etc.) will be included as recommendations in the report for incorporation as prescribed mitigation measures where applicable.
 Should additional surveys be recommended based on the findings of the reconnaissance level site visit, CONSULTANT can provide a separate scope and budget for completion of any additional tasks.
 Complete site plans in GIS or a georeferenced AutoCAD format will be provided to CONSULTANT for completion of the technical studies
 Site access, including building rooftops, will be provided by the project proponent, and the site will be visited during a single mobilization during one single day.  Considering the current COVID-19 pandemic, CONSULTANT staff will conduct the surveys in accordance with the latest relevant, local COVID-19 safety protocols and social distancing guidance.
 CONSULTANT is not responsible for delays due to weather, site conditions (e.g., prohibited access, flooding, fire, safety) or other conditions outside of CONSULTANT’s control.

Task 5.4 Historical and Cultural Resources
Subtask 5.4.1 Built Environment Historical Resources
CONSULTANT assumes the project developer has retained the services of a professional meeting the Secretary of the Interior’s Professional Qualification Standards (as defined in 36 CFR Part 61). As such, CONSULTANT anticipate the project developer will be able to provide documentation detailing the historical resources eligibility of the Saks Fifth Avenue Building and which also identifies its character-defining features.

Additionally, CONSULTANT anticipates the project developer’s consultant may have prepared documentation to support the adaptive reuse of the building, such as a Historic Structures Report or rehabilitation plan. Rather than duplicate these efforts, CONSULTANT propose CONSULTANT qualified architectural historians review these documents on behalf of CITY to DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -18-
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ensure their adequacy and defensibility in support of compliance with CEQA. Should CONSULTANT identify any deficiencies, CONSULTANT will also provide recommendations in accordance with best professional practices. Under this task, CONSULTANT anticipate up to four documents will be reviewed and up to five meetings with the project developer and CITY may be required to ensure the documentation supports compliance with CEQA. Utilizing this documentation, CONSULTANT will subsequently assess impacts to historical resources and provide recommended mitigation measures as appropriate.

To address CEQA requirements, the findings of these efforts will be summarized in a technical memorandum for CITY’s administrative record and incorporated into the project EIR. In addition, CONSULTANT has included staff time for a qualified architectural historian to attend one Planning commission and City Council meetings, respectively, to address questions relating to historical resources if needed.

Subtask 5.4.2 Archaeological Resources
To address potential impacts to archaeological resources, CONSULTANT will conduct a California Historical Resources Information System (CHRIS) records search of the project site as well as a 0.5-mile radius around the project site at the South-Central Coastal Information Center located at California State University, Fullerton. The records search will reveal the nature and extent of any cultural resources work previously conducted within the project site and adjacent vicinity. CONSULTANT assumes CHRIS records search direct expenses will not exceed $800. CONSULTANT will contact the California Native American Heritage Commission (NAHC) for a review of their Sacred Lands File (SLF). Because the project site is completely paved CONSULTANT do not anticipate an archaeological field survey will be required.

CONSULTANT assumes no cultural resources will be identified during the study. Upon completion of the CHRIS and SLF searches, CONSULTANT will prepare a cultural resources memorandum discussing the results. The results of this memorandum will be used to inform the CEQA analysis.

Subtask 5.4.3 Tribal Cultural Resources
Under AB 52 (California Government Code Section 21080.3.1 (a)) and SB 18 (California Government Code Section 65352.3 and 65352.4), CITY of Beverly Hills, as the CEQA lead agency, is required to begin consultation with California Native American Tribes that are traditionally and culturally affiliated with the project site, prior to the release of an EIR.

CONSULTANT will request an AB 52 and SB 18 consultation list from the NAHC and will assist CITY with consultation under AB 52 and SB 18 by providing CITY with letter templates, checklists, and detailed instructions to help ensure meaningful consultation with interested Native American groups. Typically, NAHC list requests are fulfilled within 10-14 business days.

After receipt of letters, Native American Tribes have 30 days to reply to a request for consultation under AB 52 and 90 days under SB 18; the 30-day wait period for AB 52 is subsumed in the wait period for SB 18. This task does not include meetings, outreach, consultation or mailing letters to Tribal governments; however, CONSULTANT has included eight hours of senior archaeologist staff time to support CITY with issues related to Tribal Cultural Resources as needed. This assistance does not include an assessment of impacts to Tribal Cultural Resources for a CEQA document, which CONSULTANT can assist for an additional cost.

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Assumptions
CONSULTANT have made the following assumptions regarding the proposed cultural resources work program:
• The project is only subject to CEQA and does not require compliance with Section 106 of the National Historic Preservation Act
• The project developer will provide a historical resources evaluation, which includes the identification of character-defining features, and other necessary documentation to adequately assess impacts to historical resources
• CONSULTANT assumes up to four historical resources documents will require review and up to five meetings with CITY and project developer will be required to discuss the findings and recommendations
• An archaeological field survey or testing will not be required and no cultural resources will require recordation or evaluation
• Direct expenses for the CHRIS records search will not exceed $800 • No cultural resources requiring documentation and evaluation are located in the project site Task 5.5 Traffic Impact Analysis
Fehr & Peers will prepare the Traffic Impact Analysis utilizing the formal scope of work described in the Traffic Appendix to this proposal. In short, the following tasks will be performed:
• Project Initiation
• Study Area and Data Collection
• On-Site Parking Review
• Project Trip Generation
• Project Trip Distribution
• Existing Conditions Analysis
• Cumulative No Project Conditions Analysis
• Local Intersection Analysis
• Residential Roadways
• Multi-Modal System
• Project Site Access and On-Site Circulation Review
• Motor Court Operations
• VMT Analysis
• Draft and Final Transportation Deliverables
• Responses to Comments
• Meetings
Task 5.6 Administrative Record
Complete, accurate, and well-organized documentation is important in the event of a legal challenge and to address policy inquiries that may arise. The time to accomplish the goal of having a solid administrative record (AR) is during the development of the documentation, rather than waiting until litigation needs arise.

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CONSULTANT has extensive experience managing ARs for large and small environmental documentation projects. As sources are referenced in each section of the report, they are logged in an index of the individual source files, copies of which are maintained on company servers. These include, for example, guidance documents, websites, correspondence, and technical datasets. The citations and source files are audited during CONSULTANT technical review to ensure the AR is complete and comprehensive. Finally, the index and the source files are supplied on an independent data storage device that can be encrypted.

The scope of work for developing and maintaining the AR includes the following components:
 Confirm CITY’s policy guidelines for AR compilation, including verification of components to include
 Implement an internal work plan for AR compilation when the project begins  Maintain required documentation and compile the AR using an organizing index in Microsoft Word
 Create a library of PDF files that include full datasets, reports, and book or article references  If a book reference is used, a page number will be cited so that only a scan of the title page and the page(s) containing the referenced material will be scanned, thus avoiding copyright violation
 Perform QA/QC, conduct internal audits
 Provide a draft AR (index and library) to CITY on a portable hard drive with encryption capability and present at a meeting (online or in-person) with instructions on navigating the index and library
 Undergo an audit from which CITY provides one set of consolidated comments from all reviewers on the draft findings
 Receive and respond to comments provided during the audit process  Finalize the AR (index and library) and provide on a portable hard drive with encryption capability
Task 6 First Round Draft EIR Preparation
At the close of the public review period and after receipt of all comments from the State Clearinghouse, CONSULTANT will meet with CITY to review the comments, make a final determination as to which environmental topics will require further attention in the Draft EIR, and to discuss a strategy to respond to the comment received. The determined response strategy will be memorialized in a memorandum to be prepared by CONSULTANT.

CONSULTANT will prepare a First Round Draft EIR (First Round Draft EIR) in accordance with the CEQA Guidelines, which set the standards for adequacy of an EIR. To the extent possible, CONSULTANT will incorporate information from existing environmental and planning documents that are applicable to the project, including the technical studies described herein. It is CONSULTANT understanding that CITY will accept the full First Round Draft EIR document in several batches over the course of one month, as listed below in the forecasted project schedule. CONSULTANT have assumed one round of comments/revisions from CITY on the First Round Draft EIR. It is further CONSULTANT’s understanding that CITY expects to take up DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -21- B0785-0001\2708394v2.doc
to two weeks to review each batch of sections submitted to CITY. CONSULTANT understands that in the event CITY First Round Draft EIR comments/revisions are not addressed in the subsequent Second Round Draft EIR, then that round of review does not count as such.

The EIR will include the following sections:

Executive Summary – This section will summarize the project and associated environmental impacts. Impacts will be presented in tabular format to simplify review by decision-makers and the general public. The summary will also note areas of known controversy and an assessment of the alternatives reviewed and their associated impacts.

The summary will identify the environmentally superior alternative and rationale for its selection as such.

Introduction and Environmental Setting – These introductory sections will lay the groundwork for and summarize the substantive analysis to follow. The introduction will describe the purpose and legal authority of the study, and provides a discussion of lead, responsible and trustee agencies. The environmental setting will provide a general description of the existing character of CITY and the site vicinity. It will also identify planned and pending development to be considered in the cumulative impact analysis.

Finalize Project Description – The project description provided in Task 2 will be refined for inclusion in the EIR with any changes, additional details, or clarifications provided.

Environmental Impact Analysis – This section will analyze impacts determined to be potentially significant. Within each environmental issue addressed in the Draft EIR, subsections will discuss existing setting, potential impacts, significance thresholds, related regulations, project design considerations, proposed mitigation measures, level of significance after mitigation, and cumulative impacts.

For each environmental issue analysis section, the “Impacts” subsection will begin with a list of all issues contained in the IS, followed by a listing of the thresholds for significance to be used and a brief discussion of all environmental issues for which the IS determined that there would be “No
Impact” or a “Less Than Significant Impact”, explaining why these determinations were made and that no further analysis in the EIR is warranted. The analysis will then proceed with the detailed analysis of each issue determined to be “Less Than Significant with Mitigation Incorporation” or “Potentially Significant Impact.” For each environmental issue requiring further analysis, the EIR will state the level of significance as determined in the IS, followed by an analysis discussion, mitigation measures specific to the environmental issue, and discussion of the level of significance after mitigation. It is not expected that the project would result in impacts to agricultural resources, mineral resources, or wildfire, as the project area is located in a developed, commercial area, of CITY that does not include agricultural or mineral resources nor wildfire land.

CONSULTANT anticipates that the EIR will examine the following environmental issues in detail:

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 Aesthetics
 Air Quality
 Biological Resources (including
Bat Survey)
 Cultural Resources
 Energy
 Greenhouse Gas Emissions
 Geology/Soils
 Hazards and Hazardous Materials
 Hydrology/Water Quality
 Land Use and Planning
 Noise
 Population and
Housing
 Public Services
 Recreation
 Transportation
 Tribal Cultural
Resources
 Utilities
Technical Approach to Environmental Topics
CONSULTANT general approach to analyzing the topics in the current CEQA checklist is described below. As appropriate for each topic, applicable mitigation measures will be identified.

Topic Description
Aesthetics, Light, and
Glare
Long-term visual impacts (i.e., visual character and views from adjacent areas) resulting from the project will be reviewed based on analysis prepared by CONSULTANT. The analysis will also consider light and glare impacts from vehicle headlights and building lights. Visual photographic-simulations, building elevations, or artist renderings, provided by the project developer and appropriate, will be incorporated into exhibits and eventual discussions. CONSULTANT will also provide analysis of potential shade/shadow impacts based on simulations provided by the developer.

Air Quality The EIR analysis will include qualitative and quantitative evaluation of air quality and health risk emissions resulting from project construction and subsequent operation based on the project-specific model runs prepared by CONSULTANT as described under Task 5.1 above.

Biological Resources This EIR discussion will evaluate existing biological resources on-site and consider impacts to species, and habitats as described under Task 5.3 above. The EIR will also evaluate local policies and ordinances protecting biological resources, if applicable.

Cultural Resources This EIR section will address potential impacts to historic, archaeological, and human remains. The analysis will be based on the project -specific historic and cultural resources assessment prepared by CONSULTANT, as described under Task 5.4 above.

Energy The EIR analysis will include qualitative and quantitative evaluation of energy consumption resulting from project construction and operation. For consistency, analysis will be based on data included in the air quality model runs prepared by CONSULTANT.

Geology and Soils The EIR analysis will be based on the Geotechnical Report provided by the project developer, if applicable, and desktop research from readily available sources (general plans, state resource maps, etc.). This EIR section will address potential impacts paleontological resources based on the project-specific cultural resources assessment prepared by CONSULTANT.

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Greenhouse Gas The EIR analysis will include qualitative and quantitative evaluation of greenhouse gas emissions resulting from project construction and subsequent operation, based on the project-specific air quality model run prepared by CONSULTANT, as described under Task 5.1 above.

Hazards and
Hazardous Materials
This EIR analysis will include evaluation of potential physical hazards, as well as hazardous materials associated with past use of the site. Analysis will be based on desktop research, and information in the Phase I Environmental Site Assessment provided by the project developer, if applicable.

Hydrology and Water
Quality
Existing hydrology/drainage data for the project area will be reviewed to identify any existing localized flooding or drainage problems. The review will consider changes in absorption rates, drainage patterns, storm drain improvements, and downstream effects.

The potential for the project to violate water quality standards or waste discharge requirements will also be analyzed.

Land Use and Planning This EIR section will analyze the relationship of the proposed project and associated entitlements to applicable environmental planning policies and ordinances, including CITY General Plan, Development Code and new Wilshire Boulevard Specific Plan proposed as part of this project.

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Topic Description
Noise The EIR analysis will include qualitative and quantitative evaluation of noise resulting from project construction and subsequent operation based on the project -specific technical report prepared by CONSULTANT, as described under Task 5.2 above.

Population/Housing The EIR section will discuss the potential increase in population resulting from the project, as well as the provision of housing.

Public Services The EIR section will focus on the provision of services, including fire, law enforcement, educational, and recreational services. The impact analysis will substantially rely on CITY and service provider information.

Recreation The EIR analysis will discuss impacts to local recreation facilities as well as indirect impacts associated with increased demand for recreational facilities.

Transportation The EIR analysis will include qualitative and quantitative evaluation of traffic resulting from project operation based on the Traffic Impact Analysis technical report prepared by CONSULTANT’s traffic subconsultant, Fehr & Peers, as described in the Appendix to this proposal.

Tribal Cultural
Resources
CONSULTANT will assist CITY with consultation under AB 52 by providing CITY with letter templates, checklists, and detailed instructions to ensure meaningful consultation with interested Native American groups can be completed in accordance with AB 52.

CONSULTANT will summarize the outcome of tribal consultation conducted by the County under AB 52, including any agreed to mitigation, based on information provided by CITY.

Utilities and Service
Systems
Impacts to existing infrastructure, including water, wastewater, and solid waste facilities will be evaluated in the EIR. Water demand and wastewater and solid waste generation will be quantified using standard rates for the proposed uses and compared to current and future system capacity. This section will also rely on information from utility providers, the project developer, CITY, and the Public Works Department.

Each of these topics will be covered per normal professional practices.

Summary of the Effects Found to be Less than Significant - This section will address the environmental checklist topics that do not rise to the level of impact to warrant a full EIR section analysis. The IS prepared above will be attached as an appendix to the Draft EIR to meet this requirement (CEQA Guidelines Section 15128). Based on the analysis completed in the First Round Draft IS, CONSULTANT believe that this section will include compressed discussions of agricultural and forestry resources, hazards and hazardous materials, and mineral resources.

Other CEQA Discussions including Growth Inducing Impacts – This section will address growth inducing impacts and significant irreversible effects. The growth inducing impacts discussion will address population and job growth, removal of impediments to growth, and whether the project may be considered precedent setting. The significant irreversible effects discussion will address the use of non-renewable energy resources, DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -25- B0785-0001\2708394v2.doc
changes to the project site and environs that cannot be reversed and any unavoidably significant impacts of the proposed project.

Unavoidable Adverse Impacts – CEQA Guidelines Section 15126 (b) requires that a discussion of impacts that cannot be avoided or mitigated to a level of less than significant be discussed to provide information about their implications and the reasons why the project is being proposed in spite of their effect.

Cumulative Impacts Summary – Includes summarization of cumulative impacts identified in each individual issue analysis section (CEQA Guidelines Section 15130). The cumulative impacts analysis will be based on the list of cumulative projects identified above.

Alternatives – This section will include analysis of up to five alternatives to the project will be addressed in the Alternatives section of the EIR. This will include the required “No Project Alternative” and up to four design or reduced project alternatives.

One design alternative may involve a reduced development version of the conceptual site plan intended to illustrate the level of density or footprint reduction that would be required to avoid potential environmental impacts and/or mitigation requirements identified in the Draft EIR. Other potential alternatives could involve changes to the anticipated development pattern within the Specific Plan area contemplated after the EIR is already underway.

Evaluating such changes in the Alternatives section would allow the EIR to capture the effects of different development options in the Specific Plan area, providing supporting environmental analysis for a version of the Specific Plan that may be preferable to the Planning Commission and/or City Commission and potentially avoiding the need to delay the EIR to account for changes to the project. The key consideration for all of the potential alternatives to the project is the ability of these alternatives to avoid or mitigate the significant environmental impacts identified in the EIR while satisfying most of the project objectives. While the EIR is being prepared, CONSULTANT will identify these issues and will refine and provide more precise descriptions for the alternatives to be addressed in the EIR. These will be presented to CITY for discussion, review, and approval, prior to preparation of the Alternatives section of the EIR.

Task 6 Deliverables:
• All First Round Draft EIR deliverables will be transmitted electronically. No hardcopies will be provided.
• Attendance at up to two teleconference meetings with CITY staff at the close of the 30-day public review period in the previous task; up to two CONSULTANT team members will participate
• Response Strategy Memorandum
• Electronic submittal (in batches) of the First Round Draft EIR for one round of internal CITY review
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Task 7 Second Round Draft EIR
The Second Round Draft EIR will incorporate all relevant CITY comments from review of the First Round Draft EIR in the aforementioned task. With this, CONSULTANT will submit a Second Round Draft EIR for review by CITY within the time allowed by the EIR contract. To note, a Second Round Draft EIR is the primary draft EIR prepared for the purpose of staff review for initial adequacy. CONSULTANT will revise the Second Round Draft EIR and will generally submit the Public Review Draft EIR within two to three weeks of receipt of comments, and as disclosed below under CONSULTANT’s estimated schedule.

Task 7 Deliverables:
• Electronic copy of the Second Round Draft EIR
• One electronic proof copy of the Draft EIR
• All Second Round DEIR deliverables will be transmitted electronically. No hardcopies will be provided.

Task 8 Final Proof Draft EIR
The Draft EIR will incorporate all relevant CITY comments on the Second Round Draft EIR.

CONSULTANT understands that the in the event Second Round Draft EIR comments/revisions are not addressed in the Final Proof Draft EIR, then that round of review does not count as such. CONSULTANT anticipate comments on this final review to be minor, based on the previous two rounds of review. Finally, CONSULTANT assume any comments or revisions that result from this review would be new and considered a separate round of review for the Draft EIR.

Task 8 Deliverables:
• Electronic PDF copy of the Final Proof Draft EIR
• All Final Proof Draft EIR deliverables will be transmitted electronically. No hardcopies will be provided.

Task 9 Public Review Draft EIR
The Draft EIR will incorporate all relevant CITY comments on the Final Proof Draft EIR.

CONSULTANT understands that the in the event Final Proof Draft EIR comments/revisions are not addressed in the Public Review Draft EIR, then that round of review does not count as such. However, CONSULTANT have incorporated the assumption of two rounds of review of the compiled Final Proof Draft EIR prior to distribution of the Public Review Draft EIR.

CONSULTANT assume any comments or revisions that result from this review would be new and considered a separate round of review for the Draft EIR.

After receipt of comments on the Final Proof Draft EIR, CONSULTANT will submit a final Public Review Draft EIR for approval by CITY staff prior to printing and distribution.

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The Draft EIR will be circulated for public comment for a period of 45 days, as required by CEQA. CONSULTANT will provide one electronic copy of the Draft EIR and up to 25 CDs of the Draft EIR with appendices. The electronic copy will be provided as soon as available for CITY’s website; the CDs will subsequently follow. CONSULTANT will prepare required Notice of Completion (NOC), file the document with the State Clearinghouse and the Notice of Availability (NOA) with CITY Clerk, and circulate the document to concerned agencies and individuals.

CONSULTANT will use the distribution list established for the Final IS-NOP circulation process.

CONSULTANT assume that CITY will be responsible for publication of newspaper and any other local noticing. The mailing of the NOA will begin the 45-day public review and comment period.

Optional - Accessibility Remediation Services
CONSULTANT will provide remediation services to output a digital PDF of the project to meet, to the maximum extent possible, the Web Content Accessibility Standards (WCAG) required under Section 508 of the Rehabilitation Act of 1973. ADA title II and California Government Code 7405 also require governmental entities to make their digital content accessible prior to posting content online for public review.

CONSULTANT provides a variety of optional accessibility solutions that will meet the project’s budget, needs and requirements. Please see the Accessibility Services Appendix attached to the end of this proposal for more details. This optional task will be available as an add-on item, if needed, at a later time and is not included in the total scope and cost of this EIR Task 9 Deliverables:
• One electronic copy of the Draft EIR
• Front Cover for Document
• Up to 25 CDs of the Draft EIR with appendices (if required) • Electronic copy of the NOC and NOA
• Copy of Proof of Delivery and posting information
Task 10 Responses to Comments and Final EIR
The Final EIR will include all comment letters received during the public review period, responses to all comments received on the Draft EIR, and any necessary text changes.

CONSULTANT will provide one electronic copy of the Final EIR and up to 15 CDs of the Final EIR with appendices. In association with the Final EIR, CONSULTANT will prepare the Notice of Determination (NOD) pursuant to Section 15094 of the CEQA Guidelines. The Final EIR efforts will include tasks for the following:

Response to Comments – The level of effort involved in responding to comments received is contingent on the complexity of the comments. This scope of work assumes that up to 20 comment letters containing comments on the content of the CEQA document will be received. Subsequent to receipt of all public comments on the Draft EIR, CONSULTANT will meet with CITY to determine a response strategy for responding to any substantial comments and to discuss anticipated changes in the assumed level of effort required to DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -28- B0785-0001\2708394v2.doc
execute the agreed upon response strategy. CONSULTANT will prepare draft Responses to Comments for CITY review, including any added or substantially revised sections of the Draft EIR that may be necessary. CONSULTANT has assumed two rounds of CITY review prior to submitting the final proof copy for CITY review and approval. CONSULTANT will prepare final Response to Comments from outside agencies at least 14 days prior to the public hearing decision on the Final EIR.

Mitigation Monitoring and Reporting Plan – This task includes preparing a draft mitigation monitoring and reporting program (MMRP) in accordance with CITY requirements. The monitoring plan will be prepared in a format that complies with CITY requirements and AB 3180. The program will include a table that lists each mitigation measure, agency responsible for each condition, when monitoring must occur, the frequency of monitoring, and criteria to determine compliance with the conditions.

Publication of the Final EIR - Subsequent to CITY approval of the Responses to Comments, CONSULTANT will prepare the First Round Final EIR for CITY review, which will include the revised Responses to Comments, the MMRP, and any text changes resulting from the responses. CONSULTANT will prepare the NOD. CONSULTANT assume that CITY will file the Final EIR and NOD with CITY Clerk and State Clearinghouse and arrange for the payment of necessary filing fees.

Task 10 Deliverables:
• Attendance at up to two teleconference meetings with CITY staff; CONSULTANT’s Project Manager will
participate
• Electronic copy of responses to comments, MMRP, and Draft EIR text changes for CITY review • Electronic copy of proof responses to comments, MMRP, and Draft EIR text changes for CITY approval
• Electronic copy of Final EIR
• Up to 15 CDs of the Final EIR
• Electronic copy of the Notice of Determination
Task 11 Facts, Findings, and Statement of Overriding Considerations Prior to the public hearings for the project, CONSULTANT will prepare draft Facts, Findings, and Statements of Overriding Considerations, as necessary, summarizing the findings and mitigation measures contained in the Final EIR. The draft Facts, Findings, and Statement of Overriding Considerations will be prepared and delivered to CITY in electronic format for review by CITY and finalization. Upon review by CITY, CONSULTANT will revise the Facts, Findings, and Overriding Considerations for use by the Planning Commission and City Council prior to certification of the EIR.

Task 11 Deliverables:
• Attendance at up to one teleconference meeting with CITY staff; up to two CONSULTANT team members will participate
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• Electronic submittal of Draft Facts, Findings, and Statement of Overriding Considerations • Electronic submittal of revised Facts, Findings, and Statement of Overriding Considerations Task 12 Public Hearings
CONSULTANT’s Principal-in-Charge and/or Project Manager will attend up to six public hearings on the project. Attendance will include oral presentations, with graphic presentations if desired, to the hearing body to discuss the contents and findings of the EIR and respond to relevant comments raised during the public hearings. These hearings can be scheduled and selected at CITY’s discretion. CONSULTANT will attend additional hearings on a time-andmaterials basis, in accordance with CONSULTANT standard fee schedule.

Task 12 Deliverables:
• Attendance at up to six in-person public hearings, assumed to be three Planning Commission and up to three City Council hearings; CONSULTANT’s Principal-inCharge, Project Manager a qualified architectural historian and traffic engineer (see under separate transportation scope in Attachment C) will participate. If additional technical experts are required to attend dependent upon controversial topics/issues, CONSULTANT will provide additional scope and costs.

Task 13 Project Management
This task will involve general management of internal staff, budget management, and attendance at internal meetings CITY staff. CONSULTANT will attend bi-monthly meetings to discuss the EIR with CITY staff, as appropriate. CONSULTANT will provide memorandums of meeting minutes.

CONSULTANT’s Project Manager will be responsible for coordinating communication and developing a close working relationship with CITY staff. This will include:
• Consistent identification of critical pathways.
• Clear and frequent communication with CITY staff.
• Early coordination with interested public agencies.
• Development of reasonable assumptions when specific project information is not available. • Participation in regular conference calls to discuss the budget, schedule, and progress of the project.
• Regular email status updates outlining tasks completed in the previous weeks, upcoming tasks, details regarding any communications about the project, and deliverable information (including timeline); and
• A robust internal quality control process that minimizes the need for iterative document reviews by CITY.

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Task 13 Deliverables:
• Attendance either in-person or via teleconference at bi-monthly meetings with CITY staff; up to two CONSULTANT team members will participate • Monthly invoices
• Meeting agendas and responsibility list for each bi-weekly meeting • Memorandums of meeting minutes, as appropriate

SCHEDULE
The following is a list of deliverable products that will be provided for the EIR, followed by a project timeline.

1. IS-NOP – First Round Draft IS submitted within six weeks of project kickoff and receipt of all necessary project information; Final IS-NOP submitted for circulation within one week of receipt of CITY comments on the First Round Draft IS.

2. Scoping Meeting – Scoping meeting and related 30-day period to begin on or around November 17, 2022, shortly thereafter Final IS and NOP.

3. First Round Draft EIR – All sections of the First Round Draft EIR will be submitted within four months of the end of the scoping meeting period or April 1, 2023. The First Round Draft EIR will be submitted to CITY in batches, as available. Please note that this assumes all required developer studies are provided prior to end of scoping period.

4. Second Round Draft EIR – circulated within two weeks of receipt of final CITY comments on the First Round Draft EIR and all new revisions would be submitted in batches back to CITY for final approval.

5. Final Proof Draft EIR – circulated within one week of receipt of final CITY comments on the Second Round Draft EIR; submitted as PDF to CITY for final approval.

6. Public Review Draft EIR – circulated within one week of receipt of final CITY comments on the Final Proof Draft EIR. The 45-day review period set to begin on or around May 18, 2023.

7. Draft Final EIR – draft responses to comments and MMRP submitted within six to seven weeks of receipt of all comment letters; Final EIR submitted within two weeks of receipt of comments on the first draft of the responses and MMRP.

8. Public Hearings – attended as scheduled beginning on or around November 1, 2023. .

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Barring delays beyond CONSULTANT control, CONSULTANT will complete the EIR process based on the following timeframes, which equates to roughly 14-15 months from start to finish.

Please note, the schedule below is tentative and subject to change after further discussions with CITY and/or the project developer or if project designs are altered.

II.

INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

Task Duration Target Date(s)
Project Initiation 1 day 9/1/22
Preparation of Project Description 4 weeks 9/1/22 to 10/1/22 Final IS and Notice of Preparation 6 weeks 10/1/22 to 11/15/22 Scoping Meeting 4 weeks Starting 11/17/22
Technical Studies 8-10 weeks Ongoing to 2/1/23
First Round Draft EIR Preparation (batches) 12 weeks 4/7/23 Second Round Draft EIR Preparation (batches) 4 weeks 5/5/23 Final Proof Draft EIR Preparation (PDF) 1 week 5/12/23
Public Review Draft EIR 2-3 weeks 6/2/23
Responsesto Comments and Final EIR 6 weeks 7/1/23 to 8/24/23 Findings/Overriding Considerations 1 week 8/24/23 to 9/1/23 Public Hearings (PC+CC) 2 months 11/1/23 to 12/31/23
Project Management Ongoing Ongoing
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2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
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CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285- 1073.

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ATTACHMENT 1 TO EXHIBIT A
TRANSPORTATION STUDY FOR 9600 WILSHIRE SPECIFIC PLAN JULY 2022 CITY has adopted new transportation impact thresholds and guidelines to adhere to CEQA requirements pertaining to Senate Bill 743 (SB 743). The primary purpose of SB 743 was eliminating level of service (LOS) as a measure of vehicular capacity and traffic congestion as a basis for determining significant transportation impacts under CEQA. Rather, SB 743 required lead agencies to shift the focus from evaluating traffic impacts based on metrics that only consider vehicle travel time delay (i.e. impacts to drivers) to metrics that capture the state’s goals of improved air quality, reduced greenhouse gas emissions, and improved public health (i.e. impacts of driving).

While LOS will no longer constitutes a CEQA impact, it can still be used to inform decision makers on the overall effects of a project. Consequently, CITY adopted both CITY’s VMT impact thresholds and Local Transportation Assessment Guidelines in October 2019. These guidelines define the transportation analysis that should be completed for CITY projects beyond the VMT analysis required under CEQA. The analysis approach contained in the proposed scope of work is based on the new CEQA thresholds and on CITY’s local guidelines.

The Scope of Work presented below will provide a Transportation Impact Report to comply with CEQA requirements and a Local Transportation Study to comply with CITY’s traffic study guidelines for the 9600 Wilshire Boulevard Specific Plan.

SCOPE OF WORK
Task 1- Project Initiation
FEHR & PEERS will attend a kick-off meeting with the project team to review the project description, site plan, and discuss FEHR & PEERS scope of work. FEHR & PEERS will verify the study locations with CITY staff prior to proceeding with the Local Transportation Study and collecting traffic count data.

Task 2- Study Area & Data Collection
The project is located on Wilshire Boulevard between S. Bedford Drive on the west and S.

Camden Drive on the east. The various proposed buildings related to the project can be accessed from driveways located on S. Bedford Drive, S. Peck Drive and S. Camden Drive.

Based on the expected trip generation, CITY requires the preparation of a Local Transportation DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -35-
B0785-0001\2708394v2.doc
Assessment Study to analyze the changes to intersection operations in the study area. Given the project location, residential neighborhood traffic intrusion is also included in this scope of work.

Based on the project trip generation and site access locations, FEHR & PEERS has assumed that up to 10 intersections would be included in the study. A preliminary list of study locations is provided below and will be reviewed with CITY staff.

Study Intersections

1. Wilshire Boulevard & N/S. Linden Drive

2. Wilshire Boulevard & N/S. Roxbury Drive & Brighton Way

3. Wilshire Boulevard & N/S. Bedford Drive

4. Wilshire Boulevard & S. Peck Drive

5. Wilshire Boulevard & N/S. Camden Drive & Dayton Way

6. Wilshire Boulevard & N/S. Rodeo Drive

7. Wilshire Boulevard & N/S. Beverly Drive

8. Charleville Boulevard & S. Bedford Drive

9. Charleville Boulevard & S. Peck Drive

10. Charleville Boulevard & S. Camden Drive
Traffic counts for the 10 study intersections will be collected during the following time periods:
• Weekday morning peak hour (7:00 AM to 10:00 AM)
• Weekday evening peak hour (4:00 PM to 7:00 PM)
Six residential roadway segments will be analyzed. Daily (48-hour) traffic counts will be collected for the following roadway segments:
• S. Bedford Drive: Wilshire Boulevard to Charleville Boulevard • S. Bedford Drive: Charleville Boulevard to Gregory Way • S. Peck Drive: Wilshire Boulevard to Charleville Boulevard • S. Peck Drive: Charleville Boulevard to Gregory Way
• S. Camden Drive: Wilshire Boulevard to Charleville Boulevard • S. Camden Drive: Charleville Boulevard to Gregory Way Additionally, FEHR & PEERS will conduct a field visit to verify roadway geometries and signal phasing at each of the study intersections.

Task 3- On-Site Parking Review
FEHR & PEERS will conduct a peer review of the parking study submitted by the applicant.

This study describes the amount of parking proposed for the project and explains why the DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -36- B0785-0001\2708394v2.doc
amount of parking is expected to be sufficient. FEHR & PEERS will provide FEHR & PEERS comments on this study to the project team for further consideration and discussion. The review of parking will be outside of the CEQA process.

Task 4- Project Trip Generation
Trip generation estimates for the land uses, such as retail, office and restaurant will be based on ITE rates. Trip generation will be estimated daily and during the AM and PM peak hours. The trip generation of the proposed project will be compared to the trip generation of the existing land uses. The project trip generation will reflect the number of “Net New” trips whereby the traffic from the existing uses is subtracted from the anticipated future trips generated by the project.

Task 5- Project Trip Distribution
FEHR & PEERS will distribute the project trips onto the study area roadway network based on vehicle travel patterns in the study area. FEHR & PEERS will use the following sources to estimate the trip distribution:
• Recent traffic counts, which indicate the relative traffic volumes within the study area
• Expected origin/destination of trips to/from the project site based on the proposed uses
Task 6- Existing Conditions Analysis
Using the traffic counts collected in Task 2, FEHR & PEERS will determine the existing level of service (LOS) for each of the 10 study intersections. For both signalized and unsignalized intersections, FEHR & PEERS will apply the Highway Capacity Manual (HCM) methodologies using the Synchro software program and report average vehicle delay and LOS during the AM and PM peak hours.

Additionally, FEHR & PEERS will conduct a field visit to verify that the LOS results at the study intersections reflect actual travel conditions. If necessary, FEHR & PEERS will make adjustments to the calculation inputs to more closely approximate field conditions, such as applying a peak hour factor or accounting for reduced saturation flow rates due to downstream congestion.

Task 7- Cumulative No Project Conditions Analysis
FEHR & PEERS will work with CITY staff and project team to determine the appropriate horizon year for the Cumulative Conditions analysis. FEHR & PEERS will review the latest Related DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -37- B0785-0001\2708394v2.doc
Project list from CITY and also collect pending development projects in the City of Los Angeles adjacent to CITY limits. FEHR & PEERS will update CITY’s VISUM Model, which includes pending and approved development projects within CITY and the City of Los Angeles, to reflect the latest list of Related Projects. The Related Project generated-trips will be added to the existing counts along with a growth factor to reflect historical growth in traffic.

Traffic operations for the 10 study intersections will be analyzed under Cumulative Conditions during the AM and PM peak hours. FEHR & PEERS will apply the signalized and unsignalized analysis methods based on CITY’s guidance.

Task 8- Local Intersection Analysis
Vehicle-trips generated by the proposed project will be manually added to existing traffic counts and Cumulative No Project forecasts to generate plus project conditions for the following analysis scenarios:
• Existing Plus Project Conditions
• Cumulative Plus Project Conditions
FEHR & PEERS will determine the plus project LOS for each of the 10 study intersections for both analysis scenarios during the AM and PM peak hours. Changes in vehicle delay and LOS will be compared to CITY’s criteria for signalized and unsignalized intersections and any delay increases that exceed CITY’s criteria will be documented under Existing and Cumulative Plus Project conditions.

Task 9- Residential Roadways
FEHR & PEERS will evaluate the project’s effect on the residential roadway segments listed in Task 2. FEHR & PEERS will determine the percent volume increase on the residential streets with the proposed project and compare that increase against CITY’s significance criteria.

Task 10- Multi-Modal System
FEHR & PEERS will evaluate the pedestrian and bicycle system within the study area with the addition of the proposed project. The existing system will be compared to CITY’s Complete Streets Plan to determine if any planned improvements would be affected by the proposed project or if any planned improvements should be incorporated as part of the proposed project.

FEHR & PEERS will also evaluate the transit system for access opportunities to the proposed project.

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Task 11- Project Site Access and On-Site Circulation Review FEHR & PEERS review of project site access and on-site circulation will consider the following:
• Project driveway traffic control
• Delivery vehicle access and circulation
• Driveway sight distance
• Review of motor court operations based on peak hour vehicle demand Potential queuing at project driveways will be evaluated based on the review of project driveway operations. Potential queues will be described in the traffic operations report based on the anticipated intersection level of service results. An optional traffic operations study of the motor is provided below.

Optional Task 11A – Motor Court Operations
The purpose of this optional task is to conduct a detailed study of traffic operations in the Project’s motor court. The traffic operations analysis would be conducted using a VISSIM micro- simulation model. The simulation model would contain the motor court and adjacent roadway network to account for the interaction between vehicles entering/exiting the Project site and vehicles traveling through the area. Traffic operations would be analyzed during the AM and PM peak hours under cumulative conditions which reflects the anticipated opening year of the project. The VISSIM simulation model would be used to report the following:
• Average delay for vehicles exiting the motor court
• Average delay for vehicles entering the motor court
• Vehicle queue length for vehicles exiting the motor court • Vehicle queue length for vehicles entering the motor court • Vehicle queuing within the motor court, including any queuing caused by motor court congestion preventing vehicles from entering and impacting through travel on the adjacent street Simulation videos would also be created to visualize the traffic flows for the motor court during the AM and PM peak hours. These videos can be used by the Project team to determine if improvements are needed to the motor court and can be shared with decisionmakers to illustrate motor court operations. The findings of the motor court simulation analysis would be documented as part of the Local Transportation Study.

Task 12- VMT Analysis for the Environmental Impact Report DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -39- B0785-0001\2708394v2.doc
FEHR & PEERS will use CITY’s VMT screening criteria, methodology, and thresholds to analyze the project’s VMT. The project’s VMT will be compared to CITY’s thresholds. Given the project’s location along Wilshire Boulevard, the proposed project will likely meet CITY’s VMT screening criteria. The project land uses will be compared to each of CITY’s VMT screening criteria to determine if a detailed VMT analysis is required. A project impact will occur if the project does not meet CITY’s screening criteria and if its VMT is not more than 15% below the regional average based on CITY’s impact thresholds.

FEHR & PEERS will document the VMT methodology, the VMT analysis results, and the impact conclusions in the Draft Transportation Report described below. This information can be used to prepare the transportation impact findings in the EIR Transportation section.

Task 13- Draft & Final Transportation Deliverables
FEHR & PEERS will produce two deliverables for this project. The first will include a Transportation Impact Report with the VMT analysis and information that will be used to inform the transportation chapter for the EIR. The second report will contain the Local Transportation Assessment with the intersection LOS results. FEHR & PEERS anticipates producing one draft of each report for project team and CITY Staff review. Following this review, FEHR & PEERS will prepare and submit the Final Reports.

In addition, FEHR & PEERS will provide input to the Alternatives chapter of the EIR. FEHR & PEERS anticipates up to 3 project alternatives. The Alternatives will be evaluated qualitatively to describe if impacts would be less than or greater than the proposed project with respect to VMT impacts.

Task 14- Response to Comments
FEHR & PEERS will prepare written responses on up to 20 public and agency comments related to transportation for a total of 40 hours of staff time. Additional comments or those requiring new analysis will require an adjustment to the scope and budget.

Task 15- Meetings
For scoping purposes, FEHR & PEERS anticipates that FEHR & PEERS will attend a total of six public meetings/hearings, including three Planning Commission and three City Council hearings. In addition, FEHR & PEERS have budgeted three (3) project team conference calls.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work described in Exhibit A in a total amount not to exceed Five Hundred Twenty-Five Thousand Two Hundred Thirteen Dollars ($525,213.00) including all labor, reimbursable expenses, and taxes at the rates set forth in Attachment 1 to Exhibit B. CITY shall reimburse CONSULTANT for expenses reasonably incurred in the performance of the Agreement.

A Contingency in an amount not to exceed Seventy-Eight Thousand Seven Hundred EightyOne Dollars and Ninety-Five Cents ($78,781.95) is for additional, unforeseen and unanticipated work outside the Scope of Work described in Exhibit A, and shall not be undertaken without the express direction by the CITY in writing. Compensation for said additional work shall be mutually agreed upon by the parties in writing.

In no event shall the Professional Fee and the Contingency together exceed Six Hundred Three Thousand Nine Hundred Ninety-Four Dollars and Ninety-Five Cents ($603,994.95).

CONSULTANT shall obtain CITY’s approval in writing if the cost of the services will exceed the proposed amount outlined in this Exhibit B.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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Total Cost with Contingency 603,994.95
ATTACHMENT 1 TO EXHIBIT B
Hours Labor Budget Direct Expenses Total Budget
Task 1: Project Initiation and Data Collection 60.00 11,786.00 0.00 11,786.00 Task 2: Project Description 60.00 11,188.00 0.00 11,188.00 Task 3: NOP & IS 82.00 15,486.00 0.00 15,486.00
Task 4: Scoping Meeting 92.00 20,744.00 0.00 20,744.00
Task 5: Technical Studies 418.00 90,652.00 141,463.00 232,115.00 If Necessary Bat Habitat Assessment and Survey 1 81.00 17,498.00 0.00 17,498.00 Task 6: First Round Draft EIRss 506.00 88,604.00 0.00 88,604.00 Task 7: Second Round Draft EIR 120.00 21,342.00 0.00 21,342.00 Task 8: Final Proof Draft EIR 72.00 13,062.00 0.00 13,062.00 Task 9: Public Review Draft EIR 54.00 9,450.00 0.00 9,450.00 Task 10: Responses to Comments & Final EIR 140.00 28,140.00 0.00 28,140.00 Task 11: Findings & NOD 56.00 10,966.00 0.00 10,966.00
Task 12: Public Hearings 80.00 17,636.00 0.00 17,636.00 Task 13: Project Management 122.00 27,196.00 0.00 27,196.00 Project Total 1,941.00 366,252.00 141,463.00 525,213.00 15-Percent Contingency 78,781.95
Direct Expenses Summary Amount
GPS 65.00
Meals 40.00
Record Search 920.00
Sound Level Field Monitoring Package 440.00
Standard Field Package 110.00
Vehicle Day Rate 88.00
Vehicle, Equipment and Supplies 250.00
Traffic Engineering Subconsultant 139,550.00
Direct Expenses Subtotal 141,463.00
1 This task is identifed as an "if necessary" task and will be completed upon authorization of the City DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 -42-

EXHIBIT C
B0785-0001\2708394v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of CITY shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 0ACCE7B4-C19D-40CF-966A-E7D4836714B5 Certificate Of Completion
Envelope Id: 0ACCE7B4C19D40CF966AE7D4836714B5 Status: Sent Subject: Please DocuSign: CLEAN - Agreement_Rincon Consultants Inc. - Saks Project.pdf Source Envelope:

Document Pages: 42 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 104.172.162.29
Record Tracking
Status: Original
9/14/2022 10:11:50 AM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deanna Hansen
[email protected]
Principal
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 107.77.231.139
Signed using mobile
Sent: 9/14/2022 10:16:51 AM
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Signed: 9/14/2022 11:15:36 AM
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Lacrissa Davis
[email protected]
Vice President/CFO
Rincon Consultants, Inc.

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Sent: 9/14/2022 11:15:39 AM
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Ryan Gohlich
[email protected]
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Signed: 9/14/2022 1:54:17 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Deborah R. Hakman
[email protected]
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Signed using mobile
Sent: 9/14/2022 1:56:05 PM
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Signed: 9/14/2022 2:03:57 PM
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Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
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Sent: 9/14/2022 2:04:00 PM
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George Chavez
[email protected]
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Lili Bosse
[email protected]
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Huma Ahmed
[email protected]
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Dorina Mohan
[email protected]
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Adrianne Tarazon
[email protected]
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Jackie Perez
[email protected]
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