Beverly Hills City Council
July 16, 2024

AGENDA REPORT
Meeting Date: July 16, 2024
Item Number:

To: Honorable Mayor & City Council
From: Andre Sahakian, Project Manager
Josephina Lee, Management Analyst
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

DUDEK FOR THE PREPARATION OF AN ENVIRONMENTAL

IMPACT REPORT FOR THE PROPOSED BEVERLY HILLS
CREATIVE OFFICES SPECIFIC PLAN PROJECT AT 9220 NORTH
SANTA MONICA BOULEVARD; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $224,331.81 FOR THE SERVICES.

RECOMMENDATION
Staff recommends that the City Council:

1. Approve an agreement with Dudek for the preparation of an Environmental Impact Report (EIR) for the proposed Beverly Hills Creative Offices Specific Plan project at 9220 North Santa Monica Boulevard; and

2. Approve a purchase order for Dudek in the not-to-exceed amount of $224,331.81.

A draft version of the agreement is attached, as was approved by the City Attorney’s office. The signed agreement will be distributed by the Council meeting date.

INTRODUCTION
The City is currently processing an application from Beverly Hills Land Company, LLC for the comprehensive development of parcels that are a portion of a former railroad right-of-way.

The first portion of the Project involves the construction of 11 creative office buildings that range from 3- to 4-stories in height with subterranean parking on a parcel that runs parallel to North Santa Monica Boulevard and is commonly referred to as “Parcel 12.” Parcel 12 is approximately 2.11 acres and is bounded by North Santa Monica Boulevard to the North, E-7
Attachments: 1. Draft Agreement

Meeting date: July 16, 2024
Beverly Boulevard to the East, and Civic Center Drive to the South and West. The second portion of the project involves construction of a passive public park on a parcel that also runs parallel to North Santa Monica Boulevard and is commonly referred to as “Parcel 13.” Parcel 13 is approximately 2.55 acres and is bounded by North Santa Monica Boulevard to the North, Beverly Boulevard to the West, Civic Center Drive to the South, and Doheny Drive to the east.

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, and a Development Agreement.

DISCUSSION
Pursuant to the California Environmental Quality Act (CEQA), the Project requires the preparation of an EIR. Dudek is a California-based environmental consulting firm with more than 500 planners, scientists, facilitators, and support staff statewide. Dudek has a long history of preparing CEQA environmental documents for municipalities in the Los Angeles metropolitan area.

The scope of work, attached to the original contract, identifies that Dudek will prepare an EIR for the Project with the City of Beverly Hills acting as the Lead Agency. Defined tasks include data collection and technical study production, preparation of draft documents (initial study and EIR) containing analysis of potential environmental impacts and potential 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.

The City Council previously approved an agreement with Dudek for the preparation of an EIR for the proposed Project. The original agreement (Agreement No. 549-21) included a not-to-exceed amount of $472,626.00, with a contingency of $42,966.00, and went into effect on July 21, 2020. Amendment No. 1 extended the contract from the original expiration date of January 14, 2022 to January 14, 2023, with no changes to the contract amount. Amendment No. 2 (Agreement No. 313-22) expanded the scope of work, added an additional $165,000.00 to the total contract amount, and extended the expiration date to January 14, 2024. The expanded scope of work was in response to the Project Applicant revising the project to incorporate a park design for Parcel 13 into the proposed project. This new contract would reinstate the expired agreement, carry over the remaining contract balance of $224,331.81, and would extend the term to January 15, 2025 with up to two additional one-year extensions.

The EIR process was temporarily placed on hold in 2023 pending submittal of additional information by the applicant, and the contract with Dudek subsequently expired. The EIR process is now ready to resume, and the contract must be reinstated to allow Dudek to continue their work. Once the Draft EIR is completed, it will be released for public review and comment. Following the public review period and preparation of the Final EIR, the project requires public hearings before the Planning Commission and City Council.

FISCAL IMPACT
All costs associated with the original contract and all subsequent amendments are borne by the Project Applicant. The cost of this new contract includes previous amendment amounts and reflects a balance of $224,331.81 remaining of the fully deposited amount of $637,626.00. The Applicant has also deposited the City’s required 15% environmental contract administration fee of $95,643.90.

Meeting date: July 16, 2024
Michael Forbes, AICP
Director of Community Development
Approved By
Attachment 1
B0785-0001\2956036v5.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

DUDEK FOR THE PREPARATION OF AN ENVIRONMENTAL

IMPACT REPORT FOR THE PROPOSED BEVERLY HILLS
CREATIVE OFFICES SPECIFIC PLAN PROJECT AT 9220

NORTH SANTA MONICA BOULEVARD
NAME OF CONSULTANT: Dudek
RESPONSIBLE PRINCIPAL OF CONSULTANT: Erik Wilson, Principal In Charge, Vice President
CONSULTANT’S ADDRESS: 38 N Marengo Avenue
Pasadena, CA 91102
Attention: Erik Wilson, Principal
CONSULTANT’S E.I.N/TAX I.D. NO.: 95-3873865
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes, Director of
Community Development
COMMENCEMENT DATE: January 15, 2024
TERMINATION DATE: January 15, 2025, unless extended
pursuant to Section 2 of the Agreement
CONSIDERATION: Not to exceed $224,331.81, including a
contingency of $42,966, and reimbursable
expenses, as more particularly described in
Exhibit B
-2- B0785-0001\2956036v5.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

DUDEK FOR THE PREPARATION OF AN ENVIRONMENTAL

IMPACT REPORT FOR THE PROPOSED BEVERLY HILLS
CREATIVE OFFICES SPECIFIC PLAN PROJECT AT 9220

NORTH SANTA MONICA BOULEVARD
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Dudek (hereinafter called “CONSULTANT”).

RECITALS
A. CITY previously entered into an agreement with CONSULTANT (Agreement No. 381-20, dated July 21, 2020) (“Original Agreement”), which expired on January 2024. Due to an administrative oversight, the Original Agreement was not extended although CONSULTANT continued to provide services to CITY.

B. The Original Agreement is hereby superseded by this Agreement.

C. The term of this Agreement shall commence upon expiration of the Original Agreement as set forth on the cover page of the Agreement.

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Recitals.

The Recitals set forth above are hereby incorporated by reference into the Agreement.

Section 2. CONSULTANT’s 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 3. Time of Performance.

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

The City Manager or her 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. -3- B0785-0001\2956036v5.doc
Section 4. 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. (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 5. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 6. Independent CONSULTANT. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent CONSULTANT. 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 7. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of the City Manager. 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 8. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth above 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 9. 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 10. 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. -4- B0785-0001\2956036v5.doc
Section 11. 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.

Section 12. 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 CITY’s 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 CITY’s 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 -5- B0785-0001\2956036v5.doc
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.
(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 13. 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 14. 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 15. 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 16. 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.
-6- B0785-0001\2956036v5.doc
Section 17. 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) 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 18. 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, subconsultant, 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 subconsultants 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 19. 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 20. 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 21. 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 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between -7- B0785-0001\2956036v5.doc
the express or implied subject matter of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 25. 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
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: DUDEK

JOSEPH MONACO
President and Chief Executive Officer

AMY PAUL
Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER
City Attorney

NANCY HUNT-COFFEY
City Manager

MICHAEL FORBES, FAICP
Director of Community Development
[Signatures Continue]
-8- B0785-0001\2956036v5.doc
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
-9- B0785-0001\2956036v5.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following services in connection with the preparation of environmental documentation for the proposed CITY creative offices specific plan at 9220 North Santa Monica Boulevard (the “Project”).

Project Overview
The Project Applicant will prepare and implement the Project on a site located at the northern gateway of CITY. The Project site is located on a linear 2.2-acre parcel of land bound by Santa Monica Boulevard to the north, Civic Center Drive to the west and south, and Beverly Boulevard to the east. Uses surrounding the Project site and vicinity include the Civic Center, commercial, multi-family residential, and across Santa Monica Boulevard, the linear Beverly Gardens Park.

The intent of the Project is to attract individuals and companies engaged in media and entertainment near the heart of CITY by providing 11 independent buildings, including 316 parking spaces within a single-level underground parking structure, for these creative companies to locate. By providing unique office space within proximity of restaurants and CITY’s commercial retail center, providing walkable access to CITY amenities for artists and employees within the Creative Offices.

As part of the Specific Plan, the Project Applicant intends to convey ownership of an approximately

2.25-acre linear parcel and a 0.3-acre triangular parcel to CITY for public purposes. Specific development plans for these two parcels, however, are not currently known.

Key to implementation of the proposed Project will be close coordination with the Department of Toxic Substances Control (DTSC) due to the known contaminants present at the Project site.

Project Site
The Project site, which collectively consists of the proposed 2.2-acre linear development site, the

2.25-acre linear parcel for CITY, and the 0.3-acre triangular parcel, is the subject of a DTSC site clean-up program. The site was historically used as a railroad right-of-way from 1926 until 1998 and has been tested to determine the presence or absence of known contaminants. Detailed site testing and investigations have revealed the presence of elevated concentrations of arsenic, primarily within the top 2 to 10 feet of soil, yet in certain locations extending down up to 45 feet below ground level. Groundwater testing has shown that arsenic at the site has not affected groundwater quality. Union Pacific Railroad, the former owner of the Project site, has entered into a cleanup agreement with DTSC and a draft Removal Action Work Plan (RAW) was completed in 2015; the RAW was not finalized, however, pending interest expressed by the Project Applicant to redevelop this site.

Given the current status of the draft RAW and the need for the RAW to be updated and finalized in concert with development and implementation of the proposed Project, a key aspect of the -10- B0785-0001\2956036v5.doc
proposed Project will be close coordination with DTSC throughout the development of the Project description, the environmental impact analysis, and ultimately, Project implementation.

In addition to close coordination with DTSC, CONSULTANT understands that the Beverly Hills community is sensitive to, and actively involved, with activities occurring at and in the vicinity of the Project site. Sensitivity to the community, and running successful public meetings in compliance with the California Environmental Quality Act (CEQA), will be an important part of this Project.

1. Task 1. Project Initiation
At the outset of the Project, CONSULTANT shall attend a Project kickoff meeting with representatives from CITY and the Applicant. The purpose of the kickoff meeting is to (1) compile the relevant background data and reports, (2) clearly define the proposed Project for the purposes of the environmental analysis, (3) begin to compile a list of cumulative projects; (4) receive available technical studies, (5) discuss the Project schedule and important assumptions for achieving the schedule, (6) identify all anticipated discretionary actions, (7) establish early communication among various Project team members and the protocols for ongoing communication, and (8) familiarize CONSULTANT team with the issues and concerns that CITY determines to be important issues for analysis in the environmental document.

2. Task 2. Project Description
Upon receipt of available information from CITY and Project Applicant, CONSULTANT shall prepare a comprehensive Project description. The draft Project description will be based on the details provided in the Applicant’s permit application and entitlement package. CONSULTANT will work with CITY and the Project Applicant to establish a detailed description of all construction and operational components of the proposed Project to verify that all necessary CEQA analyses can be undertaken based on realistic and defensible assumptions. The Project description shall also incorporate the overall concept of DTSC’s RAW implementation, as the removal of contaminated soil must be completed prior to construction of the proposed Project. CONSULTANT’s experience with similar development projects in throughout the greater Los Angeles area and with projects requiring the implementation of a DTSC-approved RAW will help to inform and expedite development of the Project description.

The ultimate work product shall include a description of the Project location and environmental setting; a description of the existing site conditions and land use designations; a description of RAW implementation, and a description of the proposed construction and operational elements of the Project. The Project description shall also include a statement of the proposed Project’s purpose and objectives, Project phasing, responsible and interested agencies, and a list of required permits and approvals. Included within the Project description will be graphics to depict the regional and vicinity locations, site plans, and other illustrations to assist the reader in understanding the proposed Project. CONSULTANT assumes that once finalized, the Project description will remain stable and therefore allow for technical analyses to be initiated. -11- B0785-0001\2956036v5.doc

3. Task 3. Initial Study/Notice of Preparation

3.1 Initial Study Checklist
CONSULTANT shall prepare a draft Initial Statement/Notice of Preparation (IS/NOP) for the proposed Project using CITY-approved checklist format that is consistent with the procedural and substantive provisions of Sections 15063 and 15082 and Appendices C, F, G, and I of the CEQA Guidelines. The IS/NOP will be used to narrow the focus of the environmental issues addressed in the Environmental Impact Report (EIR). It is anticipated that the following CEQA issue areas will be sufficiently analyzed in the IS to allow their scoping out from further analysis in the EIR.

Agriculture and Forestry Resources
Biological Resources
Population and Housing
Recreation
Wildfire
CONSULTANT shall provide CITY with an administrative draft IS/NOP in electronic format. Once a consolidated set of review comments have been received from the Project team, CONSULTANT will incorporate all comments and submit (electronically only) a screencheck draft IS/NOP to the Project team for final review before preparing the final IS/NOP for public review. It is anticipated that comments received on the screencheck draft IS/NOP will be minimal and mostly editorial in nature. Substantive comments requiring a second round of substantial edits will require an amendment to the budget proposed. A print-ready copy of the final IS/NOP in electronic format (Word and PDF) will be submitted to the Project team for approval to print.

3.2 Circulate IS/NOP
Once approved and printed, CONSULTANT shall distribute the IS/NOP to the State Clearinghouse and responsible agencies, trustee agencies, and any other interested parties pursuant to the mailing list provided by CITY. For cost estimating purposes, CONSULTANT assumes a total of 60 hard copies of the IS/NOP will be produced, and a total of up to 150 standalone NOP mailers shall be sent to surrounding property owners. CONSULTANT shall be responsible for transmittal of the final NOP to the Los Angeles County Clerk, along with payment of applicable filing fees. If required, CITY shall be responsible for publication of the NOP in a local newspaper. To consolidate the overall Project schedule, CONSULTANT shall begin preparation of the EIR technical studies during the 30-day public review period of the final IS/NOP.

3.3 Scoping Meeting
CONSULTANT’s principal in charge and Project Manager will attend and facilitate one scoping meeting for the proposed Project. At CITY’s direction, CONSULTANT can present an overview of the Project description and IS and the purpose of the scoping meeting, provide an overview of the CEQA process, and answer questions raised by the public regarding the CEQA process and/or general questions regarding technical and analytic methods. It is assumed that CITY will coordinate the logistics for the scoping meeting, including reserving a meeting room location, providing translation services, and providing a court reporter if so desired, and that presentation -12- B0785-0001\2956036v5.doc
materials describing or illustrating the Project will be provided by the Applicant. CONSULTANT shall provide relevant meeting materials, including speaker cards, comment forms, and a sign-in sheet. CONSULTANT will also take notes regarding the issues raised by commenting individuals that should be addressed in the EIR. Following the scoping meeting, CONSULTANT shall provide a scoping meeting summary memorandum that summarizes the general nature of the verbal comments provided at the meeting.

Deliverables
Administrative draft IS/NOP: 1 electronic copy (Microsoft Word) and PDF Screencheck draft IS/NOP: 1 electronic copy (Microsoft Word) and PDF Final IS/NOP: 1 printed unbound camera-ready copy; 60 printed bound copies of IS/NOP; 20 CDs
Production and mailing up to 150 stand-alone NOPs
Presentation materials for scoping meeting
Scoping meeting attendance
Scoping meeting summary memorandum: 1 electronic copy (Microsoft Word)

4. Task 4. Technical Studies

4.1 Air Quality
Local and regional climate, meteorology, and topography as they affect the accumulation or dispersal of air pollutants will be presented in the air quality assessment. Current air quality conditions and recent trends in the South Coast Air Basin, where the proposed Project is located, will be described on the basis of California Air Resources Board (CARB) and U.S. Environmental Protection Agency annual air quality monitoring data summaries. Federal, state, and local regulatory agencies responsible for air quality management shall be identified, and applicable federal, state, and local air quality policies, regulations, and standards shall be summarized.

CONSULTANT shall estimate criteria air pollutant emissions associated with the construction phase of the proposed Project using the California Emissions Estimator Model (CalEEMod).

The analysis of short-term construction emissions will be based on scheduling information (e.g., overall construction duration, phasing and phase timing) and probable construction activities (e.g., construction equipment type and quantity, workers, and vendor and haul trucks) developed by CITY, and/or standardized approaches. CONSULTANT will then evaluate the significance of the construction emissions based on the South Coast Air Quality Management District (SCAQMD) significance criteria. It is assumed that construction of the retail development center can be modeled in one CalEEMod construction run.

CONSULTANT shall assess the proposed Project’s potential to cause or contribute to exceedances of ambient air quality standards at sensitive receptors near the proposed Project activities using the SCAQMD’s localized significance thresholds (LSTs). For projects with a total site area of 5 acres or less, the assessment may use a simple “lookup table” approach provided by the SCAQMD. For budgetary purposes, it is assumed that the maximum daily area of disturbance will not exceed 5 acres for each construction phase (as the Project site is 2.2 acres); -13- B0785-0001\2956036v5.doc
therefore, the LST assessment will use the lookup table approach provided by the SCAQMD and the construction emission estimates from CalEEMod. If onsite emissions generated during proposed construction activities would exceed the LSTs, then mitigation measures will be evaluated to reduce Project-generated emissions below the LSTs. If mitigation is not available to reduce potential localized impacts, a refined LST analysis using a dispersion model (i.e., the American Meteorological Society/EPA Regulatory Model (AERMOD) model) should be performed to more accurately estimate potential impacts to sensitive receptors within 500 meters of the Project. Although CONSULTANT’s current cost does not include budget for a refined LST analysis, if required, CONSULTANT has the capabilities to perform this modeling and can provide a separate scope and budget for this effort.

Due to the nature of the proposed Project and the close proximity of neighboring existing sensitive residential receptors, CONSULTANT recommends preparation of a health risk assessment of the emissions associated with toxic air contaminants (TACs), primarily diesel particulate matter (DPM) from heavy-duty trucks and off-road equipment during short-term construction.

CONSULTANT understands that the Project Applicant is having a Health Risk Assessment prepared; as such, CONSULTANT shall complete a peer review of this assessment.

CalEEMod will also be used to estimate Project-generated operational criteria air pollutant emissions associated with mobile, energy, and area sources. CONSULTANT will estimate mobile source (i.e., worker vehicles and heavy-duty trucks) emissions using the trip generation rates and additional necessary trip characteristics provided in the traffic report to be prepared for the proposed Project. Energy and area source emissions (e.g., natural gas combustion and consumer products) will be estimated using the default values in CalEEMod for the proposed land uses (e.g., office building) based on the total proposed square footage for the commercial spaces. Projectspecific values will be used in place of CalEEMod default values when available. The estimated operational emissions will be compared to the significance thresholds established by the SCAQMD. Furthermore, based on the proposed land use, it is not anticipated that operation of the proposed Project would require use of stationary sources (e.g., emergency generators).

Nonetheless, CONSULTANT can evaluate stationary source emissions and potential health risk under a separate scope and budget if determined to be required.

CONSULTANT shall evaluate whether traffic associated with the proposed Project could lead to potential exposure of sensitive receptors to substantial localized concentrations of air pollutant emissions, specifically carbon monoxide (CO) “hot spots.” The qualitative assessment will be based on the traffic report prepared for the proposed Project and applicable screening criteria recommended by the SCAQMD and/or the California Department of Transportation. For budgetary purposes, it is assumed that the study intersections would not exceed the applied screening criteria and a quantitative CO hotspots analysis would not be required.

Additional Appendix G thresholds will also be evaluated, including the potential for the proposed Project to expose sensitive receptors to substantial pollutant concentrations, to cause objectionable odors, or to impede attainment of the current SCAQMD air quality management plan.
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+Peer Review of Health Risk Assessment
CONSULTANT understands that the Project Applicant will have a Health Risk Assessment (HRA) prepared for the proposed Project. As such, CONSULTANT shall complete a peer review of the HRA focused on construction DPM from heavy-duty trucks and any onsite off-road equipment.

CONSULTANT shall review the HRA to ensure that appropriate methodologies and modeling have been used and that the maximum cancer risks at the appropriate receptors (e.g., proximate residential receptors) have been tabulated. If the health impacts exceed the thresholds of significance, CONSULTANT shall review the adequacy of suggested mitigation measures to reduce the health impacts.

4.2 Cultural Resources
The following subtasks serve to provide an assessment of impacts to cultural resources in conformance with CEQA and all applicable local municipal guidelines and regulations.

Records Search
CONSULTANT shall conduct a California Historical Resources Information Systems records search of the proposed Project site and a one-half-(0.5) mile radius at the South Central Coastal Information Center, which houses cultural resource records for Los Angeles County. The purpose of the records search is to identify any previously recorded cultural resources that may be located within the proposed Project site. In addition to a review of previously prepared site records and reports, the records search will also review historical maps of the Project area, ethnographies, the NRHP, the California Register of Historical Resources, the California Historic Property Data File, the lists of California State Historical Landmarks, California Points of Historical Interest, and Archaeological Determinations of Eligibility.

Native American Coordination
Upon specific notice to provide assistance, CONSULTANT shall work with the client or lead agency to complete all required Native American outreach, including a Sacred Lands File Search and Assembly Bill 52 and Senate Bill 18 notification/consultation:

Sacred Lands File and Inquiry Letters: CONSULTANT shall contact the California NAHC for a review of their Sacred Lands File. The NAHC shall determine if any NAHC-listed Native American sacred lands are located within or adjacent to the proposed Project site. In addition, the NAHC will provide a list of Native American contacts for the Project who should be contacted for additional information. If instructed to do so by the lead agency, CONSULTANT shall prepare and mail a letter to each of the NAHC-listed contacts, requesting that they contact us if they know of any Native American cultural resources within or immediately adjacent to the proposed Project site. This Native American Contact process is for Project informational purposes only and is not compliant with AB 52.

AB 52: The proposed Project is subject to compliance with AB 52, which requires lead agencies to provide tribes (who have requested notification) with early notification of the proposed Project and, if requested, consultation to inform the CEQA process with respect to tribal cultural resources. While AB 52 is a government-to-government process between the CEQA lead agency and California Native American Tribes, CONSULTANT shall assist CITY with the notification process and responding to any comment letters (if requested). -15- B0785-0001\2956036v5.doc
SB 18: The Project proposes a General Plan Amendment and Specific Plan and is therefore subject to compliance with SB 18 consultation. While SB 18 is a government-to-government process between the CEQA lead agency and Native American Tribes, CONSULTANT shall assist CITY with the outreach process and responding to any comment letters (if requested).

No in-person meetings with Native American groups are included in this scope of work.

Survey
Upon completion of the records search, CONSULTANT shall survey the proposed Project site for archaeological resources. The archaeological survey will consist of an reconnaissance-level pedestrian survey for all accessible portions of the proposed Project site with exposed ground surface utilizing transects spaced no more than 15 meters apart only where it makes sense to do so. Other developed portions of the proposed Project site will be spot-checked. Identified resources will be mapped using iPad technology with ESRI Collector and Avenza PDF Maps software. CONSULTANT assumes that the survey will be negative for archaeological resources (i.e., no newly discovered archaeological resources will be encountered and no previously recorded resources will require updates). No artifacts, samples, or specimens will be collected during the survey. Should any resources be encountered during the survey requiring recordation or collecting, CONSULTANT shall work with CITY to augment this scope of work and associated costs. Given that the subject property of the proposed Project undeveloped, CONSULTANT assumes no buildings or structures within the proposed Project site will require recordation or evaluation for historical significance at this time. Should this be required in the future, CONSULTANT can provide this service for an additional fee.

Paleontological Resources
As per CEQA guidelines, CONSULTANT shall complete a paleontological resources inventory and assessment. CONSULTANT’s qualified paleontologist will complete a paleontological records search through the Natural History Museum of Los Angeles County to determine the location of any previously recorded fossil discoveries. In addition, CONSULTANT will review geological maps and paleontological and geological literature, which along with the records search, will provide information necessary to determine the paleontological sensitivity of Project area. CONSULTANT anticipates the direct costs for the records search to be no more than $300.00. CONSULTANT shall prepare a paleontological resources analysis to be included in the Geology and Soils section of the EIR that will include all necessary information, including records search and map and literature review results, to provide recommendations for future management considerations or treatment. It is assumed that any existing geotechnical and paleontological resource reports will be provided to CONSULTANT, if available.

Cultural Resources Technical Report
CONSULTANT will prepare a cultural resources technical report that will summarize the results of the cultural resources records search, Native American coordination, and pedestrian survey. The report will discuss the proposed Project description, regulatory framework, all sources consulted, research and field methodology, and recommendations for appropriate management. CONSULTANT assumes no more than one draft and one final version of the report shall be required. -16- B0785-0001\2956036v5.doc

4.3 Greenhouse Gas Emissions
The Greenhouse Gas (GHG) emissions assessment shall include a setting and background discussion consisting of a summary of the greenhouse effect and global climate change, potential changes to the global climate system and to California, and emission inventories at the national, state, and local levels. It will also include a summary of the key federal, state, and local regulatory actions and programs to reduce GHG emissions. CONSULTANT will estimate the GHG emissions associated with construction of the proposed Project using CalEEMod based on the same construction scenario utilized in the air quality analysis. Proposed Project-generated operational GHG emissions that will be estimated will include those associated with mobile sources, natural gas usage, electrical generation, water supply, wastewater, and solid waste disposal. When proposed Project details are not available, CalEEMod default values will be used to calculate direct and indirect source GHG emissions.

CONSULTANT shall assess the significance of the proposed Project with respect to the Appendix G thresholds; specifically, whether a project would (a) generate GHG emissions, either directly or indirectly, that may have a significant impact on the environment and (b) conflict with an applicable plan, policy or regulation adopted for the purpose of reducing GHG emissions. The SCAQMD GHG CEQA Significance Threshold Working Group has proposed options lead agencies can select from to screen thresholds of significance for GHG emissions in residential and commercial projects; however, no thresholds have been formally adopted. Our budget assumes that a simple emission-based threshold can be used, such as the SCAQMD recommend 3,000 metric tons of carbon dioxide equivalent (CO2e) per year for all land use types.

At a local level, CITY has not adopted a GHG reduction plan or Climate Action Plan. Nonetheless, CONSULTANT shall discuss how the proposed Project complies with state regulations (AB 32); General Plan goals, objectives, and policies that help CITY contribute to regional GHG reduction efforts; and applicable development standards that would increase energy efficiency, such as the California Building Code. CONSULTANT shall also provide a qualitative post-2020 analysis that will evaluate whether or not the Project-generated GHG emissions would impede the attainment of the 2030 and 2050 reduction goals identified in Senate Bill 32 and Executive Order S-3-05, respectively. Because CITY has not adopted a numeric post-2020 threshold or provided guidance for demonstrating that a project will not impede the implementation of State’s post-2020 GHG reduction goals, a qualitative assessment is assumed to be sufficient.

4.4 Noise
As part of the Project’s environmental document, CONSULTANT shall conduct a noise and vibration study of potential impacts to existing noise-sensitive land uses in the Project vicinity (i.e., nearby residences). Single-family residences are located within 165 feet, across Santa Monica Boulevard from the Project site. These land uses could be impacted by noise from Project-related construction activities and operation, as well as from Project-related traffic.

A field noise study shall be conducted to measure existing on- and off-site noise conditions. Soundlevel data will be collected over 10-20 minute periods at up to six (6) nearby noise-sensitive receiver locations. Manual traffic counts will also be conducted during the sound level measurements, for use in calibrating the transportation noise model.
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Potential construction noise impacts at nearby noise-sensitive land uses will be evaluated using construction activity information provided by the Project applicant and the Federal Highway Administration’s construction noise model. Potential impacts from construction-related vibration will be evaluated at vibration-sensitive locations (i.e., residences and fragile buildings including historic structures) using guidance and methodologies recommended by Caltrans and/or the Federal Transit Administration.

Long-term (operational) noise effects from the existing, future and Project-related vehicle trips along the nearby roadways will be evaluated using the Project’s traffic study and the Federal Highway Administration’s Traffic Noise Model version 2.5. On-site operational noise from heating ventilation and air conditioning (HVAC) equipment, or other noise-generating Project features will also be evaluated.

The significance of noise and vibration impacts will be assessed based on the relevant CITY, state, and federal thresholds. If significant impacts are identified, mitigation measures to reduce impacts to a less than significant level (where feasible) will be recommended. The regulatory background, existing noise environment, study methodology, results of the noise analysis, findings of potential effects and mitigation measures will be detailed in the EIR Noise Section, with a technical appendix containing noise measurement data and modelling results.

4.5 Transportation Study
The 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 GHG emissions, and improved public health (i.e., impacts of driving).

In response, the Governor’s Office of Planning and Research (OPR) selected vehicle miles of travel (VMT) as the new transportation impact metric for which lead agencies are required to define methodologies, thresholds, and mitigation consistent with their respective General Plan goals. It should be noted that while LOS will no longer constitute a CEQA impact, it can still be used to inform decision makers on the overall effects of a project. Consequently, CITY adopted their 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.

CONSULTANT has teamed with Fehr & Peers for the preparation of the transportation analysis. The scope of work presented below is in response to the following requests in CITY’s RFP:

1. CEQA Analysis: The preparation of a CEQA transportation analysis must use the Vehicle Miles Traveled (VM”) metric.
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2. Local Transportation Assessment Study: An additional standalone local traffic analysis using LOS must also be provided.

3. Parking Study: The Project Applicant team is preparing a parking study; this scope of work includes a peer review of the Applicant-provided study.

Project Initiation
Fehr & Peers shall attend a kickoff meeting with the Project team to review the Project description, site plan, and discuss CONSULTANT’s scope of work. CONSULTANT shall verify the study locations with CITY staff prior to proceeding with the Local Transportation Assessment and collecting traffic count data.

Traffic Count Data Collection
The Project is located between Santa Monica Boulevard and Civic Center Drive. The primary access points to the Project driveways on Civic Center Drive would be from the Santa Monica Boulevard & Civic Center Drive intersection on the western edge of the site and from the Beverly Boulevard & Civic Center Drive intersection on the eastern edge of the site. Based on the expected trip generation, CITY requires the preparation of a Local Transportation Assessment Study to analyze the changes to intersection operations in the study area and the potential for neighborhood traffic intrusion. For the purposes of preparing the cost estimate for this submittal, Fehr & Peers has assumed that up to 10 intersections and 4 neighborhood roadway segments 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. Santa Monica Boulevard & Civic Center Drive

2. Beverly Boulevard & Civic Center Drive

3. Santa Monica Boulevard & Doheny Drive

4. Beverly Boulevard & Doheny Drive

5. Foothill Road & Civic Center Drive

6. Santa Monica Boulevard & Rexford Drive

7. Civic Center Drive & Third Street

8. Civic Center Drive & Burton Way

9. Third Street & Foothill Road

10. Foothill Road & Alden Drive
Study Roadway Segments

1. Foothill Road

2. Alden Drive

3. Maple Drive

4. Third Street
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)
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Weekday evening peak hour (4:00 PM to 7:00 PM)
Daily (48-hour) traffic counts will be collected for the four roadway segments. Additionally, Fehr & Peers shall conduct a field visit to verify roadway geometries and signal phasing at each of the study intersections.

Project Trip Generation & Distribution
Fehr & Peers shall estimate the vehicle-trip generation of the proposed Project based on ITE rates for similar uses. Trip generation will be estimated on a daily basis and during the AM and PM peak hours. Fehr & Peers shall distribute the Project trips onto the study area roadway network based on vehicle travel patterns in the study area and the expected origin/destination of trips to/from the Project site based on the proposed uses.

Existing Conditions Analysis
Using the traffic counts collected, Fehr & Peers will determine the existing LOS for each of the 10 study intersections. For both signalized and unsignalized intersections, CONSULTANT shall apply the Highway Capacity Manual methodologies using the Synchro software program and report average vehicle delay and LOS during the AM and PM peak hours.

Additionally, Fehr & Peers shall conduct a field visit to verify that the LOS results at the study intersections match actual travel conditions. If necessary, Fehr & Peers shall 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.

Cumulative No Project Conditions
Fehr & Peers shall work with CITY staff and the Project team to determine the appropriate horizon year for the Cumulative Conditions analysis. Fehr & Peers shall review the latest Cumulative projects list from CITY. Fehr & Peers will update the Traffix database, which includes pending and approved development projects within CITY and nearby Cities of Los Angeles and West Hollywood to reflect the latest list of cumulative projects. These volumes will be added to the existing counts along with a growth factor (1% per year) to reflect ambient growth in traffic.

Traffic operations for the 10 study intersections will be analyzed under Cumulative Conditions during the AM and PM peak hours.

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 shall 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 -20- B0785-0001\2956036v5.doc
that exceed CITY’s criteria will be documented under Existing and Cumulative Plus Project conditions.

Residential Roadway Intrusion
Fehr & Peers shall evaluate the Project’s impacts on the residential roadway segments listed above. Fehr & Peers shall determine the percent volume increase on the residential streets and compare that increase against CITY’s criteria. Any exceedance of CITY’s volume criteria will be documented.

Multimodal System
Fehr & Peers shall 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 shall also evaluate the transit system for access opportunities to the proposed Project.

Project Site Access and On-Site Circulation
The review of Project site access and on-site circulation shall consider the following:

Project driveway traffic control
Delivery vehicle access and circulation
Adequacy of vehicular parking
Adequacy of bicycle parking
Potential queuing at Project driveways shall 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 LOS results. This scope of work does not include a detailed queuing study using a traffic simulation model, such as SimTraffic or Vissim.

Transportation Assessment Report
Fehr & Peers shall produce a stand-alone Local Transportation Assessment Report summarizing the results of the activities described above. This report shall document the study area, data collection efforts, the existing and cumulative conditions analysis, site access, and the changes to traffic operations at the study intersections and roadway segments resulting from the proposed Project. Fehr & Peers anticipates producing one draft report for Project team and CITY Staff review. Following this review, Fehr & Peers shall prepare and submit the Final Report.

VMT Analysis
Fehr & Peers will use CITY’s VMT screening criteria, methodology, and thresholds to analyze the Project’s VMT. Based on initial review of CITY’s screening criteria, the proposed Project will require a VMT analysis. This analysis will be completed using the SCAG regional travel demand model. The Project land uses will be added to the model and the resulting “VMT per employee” will be reported. The Project’s VMT per employee will be compared to the SCAG regional average VMT per employee. A project impact will occur if the Project VMT is less than 15% below the regional average based on CITY’s impact thresholds. Given that this will be the first EIR in CITY to complete a VMT analysis under CITY’s new thresholds, Fehr & Peers shall review the approach and preliminary findings with CITY staff prior to completing the VMT analysis. -21- B0785-0001\2956036v5.doc
Fehr & Peers shall prepare a technical memorandum for use by the Project team that describes the VMT methodology, the VMT analysis results, and the impact conclusions. This memorandum can be used to prepare the transportation impact findings in the EIR Transportation section.

Response to Comments
As part of the Final EIR effort, Fehr & Peers will prepare written responses on up to 10 public and agency comments related to transportation for a total of 20 hours of staff time. Additional comments or those requiring new analysis will require an adjustment to the scope and budget.

Meetings
For scoping purposes, Fehr & Peers anticipates attendance at a total of four (4) meetings. These meetings could include Project team meetings, public scoping meetings, Planning Commission hearings, and/or CITY Council meetings.

Parking Study Peer Review
Fehr & Peers shall peer review the parking study being conducted by the Project Applicant. Fehr & Peers shall review the data collection, methodology, and findings based on CONSULTANT’s experience in conducting similar parking studies. Fehr & Peers shall prepare a memorandum to document CONSULTANT’s comments on the peer review.

5. Task 5. Draft EIR
Task 5.1 Administrative Draft EIR
Incorporating the technical studies identified in Task 4, an administrative draft EIR shall be prepared.

The EIR shall include the Project description developed under Task 2. The EIR shall address the environmental issues in CEQA Guidelines Appendix G. The following is an outline of the content and specific sections to be included in the EIR analysis.

Table of Contents
Executive Summary
Chapter 1 – Introduction
Chapter 2 – Project Description
Chapter 3 – Environmental Setting/Environmental Analysis/Mitigation o Section 3.1 – Aesthetics
o Section 3.2 – Air Quality
o Section 3.3 – Cultural Resources
o Section 3.4 – Energy
o Section 3.5 – Geology and Soils
o Section 3.6 – GHG Emissions
o Section 3.7 – Hazards and Hazardous Materials
o Section 3.8 – Hydrology and Water Quality
o Section 3.9 – Land Use and Planning
o Section 3.10 – Mineral Resources [TBD based on IS/NOP findings] -22- B0785-0001\2956036v5.doc
o Section 3.11 – Noise
o Section 3.12 – Public Services
o Section 3.13 –Transportation
o Section 3.14 – Tribal Cultural Resources
o Section 3.15 – Utilities and Service Systems
Chapter 4 – Cumulative Impacts
Chapter 5 – Alternatives to the Proposed Project
Chapter 6 – Other CEQA Requirements
Chapter 7 – List of Preparers
Appendices – Technical Resource Documents
Table of Contents. The table of contents shall contain a list of EIR contents, including text discussions and lists of tables and exhibits. It shall also include a list of appendices that will be attached to the EIR.

Executive Summary. Pursuant to Section 15123 of the CEQA Guidelines, the summary shall contain an overview of the proposed Project, including a list of required discretionary approvals.

The summary shall also include a summary of impacts and mitigation measures, known areas of controversy including issues raised by agencies and the public, and a summary of alternatives to the proposed Project.

Introduction. The Introduction chapter of the EIR shall define the purpose, scope, and legislative authority of the EIR, CEQA requirements, and other pertinent environmental rules and regulations. This chapter will also describe the EIR process, structure, and required contents, as well as its relationship to other potential responsible or trustee agencies. It will include a description of land use and environmental planning efforts completed to date and how said planning efforts will impact the structure and content of the proposed EIR. This chapter will also describe the type of EIR and level of environmental review envisioned for this document. An overview of the EIR’s format, content, and processing requirements will also be provided in this chapter. Finally, a list of documents incorporated by reference will be included, as well.

Project Description. This chapter shall draw from the approved Project description completed under Task 2 and describe the location of the Project within the regional and local context. Per CEQA Guidelines Section 15124, the Project description also will include a statement of objectives, a general description of the Project’s technical, economic, and environmental characteristics. The Project description shall include a discussion of the intended uses of the EIR and a list of permits and approvals required to implement the proposed Project.

Environmental Impact Analysis. Each environmental impact chapter shall include the following sections.

Environmental Setting
Relevant Plans, Policies, and Ordinances
Thresholds of Significance
Methodology
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Impact Analysis
Mitigation Measures
Significance After Mitigation
References
CONSULTANT’s approach for evaluating impacts related to visual simulations, air quality, cultural resources, geology and soils GHG emissions, hydrology and water quality, noise, and transportation is discussed in Task 4. The results of these technical studies will be incorporated into the respective EIR sections. CONSULTANT’s approach to evaluating impacts related to aesthetics, energy, geology and soils (assuming the Applicant provides a geotechnical investigation), hazards and hazardous materials, hydrology and water quality (assuming the Applicant provides a hydrology and drainage report), land use and planning, public services, tribal cultural resources, and utilities and service systems is summarized below.

Aesthetics
Per CEQA Section 21099 (as amended by SB 743), aesthetic impacts of a residential, mixed-use residential, or employment center Project on an infill site within a transit priority area shall not be considered significant impacts on the environment. CONSULTANT will work with CITY staff to determine whether or not the nature and size of the Project constitutes an employment center project and the applicability of CEQA Section 21099 to the proposed Project. Nonetheless, even if the Project is considered an employment center project, it is recommended that an abbreviated Aesthetics section be prepared of for the EIR that discusses visual changes in the Project vicinity that would occur as a result of Project implementation. To support this discussion, photo realistic simulations provided by the Applicant will be included in the EIR section.

Air Quality
CONSULTANT will rely upon the results of the air quality assessment prepared as part of Task

4.1 and include an evaluation of all CEQA Guidelines Appendix G thresholds, including the potential for the proposed Project to expose sensitive receptors to substantial pollutant concentrations, to result in other emissions such as odors, or to impede attainment of the SCAQMD 2016 air quality management plan. Details of the analysis (e.g., daily criteria air pollutant emission calculations) will be included in an appendix to the EIR. In the event that CITY and/or Applicant elect to have CONSULTANT prepare a Health Risk Assessment, the results of the Health Risk Assessment will also be included in this section of the EIR.

Cultural Resources
CONSULTANT shall prepare a cultural resources EIR section that will summarize the results of the records search, Native American coordination, and background research completed under Task 4.2.

The section will discuss the proposed Project’s potential to impact historical resources under CEQA and will provide mitigation measures and recommendations as appropriate.

Energy
CONSULTANT shall prepare an energy conservation assessment for the proposed Project per Appendix F and G of the CEQA Guidelines. The analysis will briefly summarize electricity, natural gas, and petroleum energy sources and the relevant regulatory framework. The CEQA Guidelines provide no specific thresholds for impacts associated with energy consumption; however, -24- B0785-0001\2956036v5.doc
Appendix F and G of the CEQA Guidelines (14 CCR 15000 et seq.) provides guidance for evaluating whether a development project may result in significant impacts with regard to energy.

Based on Appendix F and G of the CEQA Guidelines, the following evaluation topics will be applied as thresholds to assess if the Project could have a significant impact on energy conservation: if the Project would (1) result in wasteful, inefficient, or unnecessary consumption of energy, (2) conflict with existing energy standards and regulations, and (3) place a significant demand on local and regional energy supplies or require a substantial amount of additional capacity. The proposed Project will be assessed in regards to construction and operational energy consumption, which will be quantified to the extent estimation methods and Project-specifics are available. Proposed Project electricity (kilowatt-hours, kWh) and natural gas (British thermal units, BTU) usage will be estimated based on Project specifics; CalEEMod default values will be used, as appropriate, when Project specifics are not available. Petroleum consumption will be estimated using CalEEMod or the EMFAC Motor Vehicle Emission Source Inventory Model and based on the same equipment and vehicle assumptions assumed in the air quality and GHG emissions analysis. Proposed Project elements that would reduce the Project’s energy demand will be identified in the analysis and quantified as available. CONSULTANT assumes that CITY will provide a list of the proposed Project’s sustainable design and energy conservation measures prior to initiating air quality and GHG emissions modeling, as the energy analysis will be prepared consistent with the emissions modeling assumptions.

Geology and Soils
This scope of work assumes that the Applicant will provide to CITY and CONSULTANT a geotechnical investigation of the Project site. Drawing on the information and conclusions in this geotechnical report, as well as additional available geologic maps and data (U.S. Geological Survey, California Geological Survey, and U.S. Department of Agriculture), CONSULTANT shall prepare an EIR section evaluating the potential for the proposed Project to result in impacts associated with geology and soils. No geological surveys or field investigations are proposed.

Based on California Building Industry Assn. v. Bay Area Air Quality Management Dist. (2015), geologic impacts will only be considered significant in the event that construction and/or operation of the proposed Project would exacerbate existing geologic hazards, such as seismicity, faulting, liquefaction, and landslides. Construction-induced soil erosion impacts will be addressed with respect to a Los Angeles Regional Water Quality Control Board National Pollutant Discharge Elimination System-related stormwater pollution prevention plan and associated best management practices. In addition, the results of the paleontological resources portion of the Cultural Resources Technical Report, prepared under Task 4.2, shall be summarized such that potential Project-related impacts to paleontological resources can be evaluated.

Greenhouse Gas Emissions
CONSULTANT will rely upon the results of the GHG emissions assessment prepared as part of Task 4.3 and include an evaluation of all CEQA Guidelines Appendix G thresholds. Details of the analysis shall be included in an appendix to the EIR.

Hazards and Hazardous Materials
CONSULTANT’s hazardous materials specialists include registered engineers, hydrogeologist and certified engineering geologists who have worked on numerous remediation projects under regulatory oversight; thus, CONSULTANT is well versed in the nuances of managing site cleanup and maintaining ongoing site operations as well as re/development. CONSULTANT has also -25- B0785-0001\2956036v5.doc
prepared hazards sections for many CEQA documents for sites with existing contamination and subject to cleanup orders required by regulatory agencies; thus CONSULTANT is practiced in designing mitigation that meets Project objectives in consideration of existing cleanup efforts and allows the Project to move forward in an efficient manner.

For the hazards and hazardous materials section of the EIR, CONSULTANT will evaluate potential impacts due to current and past hazardous materials/waste storage and/or use and identify potential environmental concerns related to construction and operation of the proposed Project. CONSULTANT understands there is existing contamination from arsenic in soil at the site due to its previous long-time use as a railroad. Investigation and cleanup activities are overseen by the DTSC. Numerous soil samples have been collected and there are many documents for the proposed Project site related to environmental assessment, investigation and health and safety, as well as voluntary cleanup agreements with CITY for ongoing landscaping maintenance. A soil management plan was prepared in 2017 and outlines procedures for management of any disturbed soils as well as worker health and safety. CONSULTANT understands that impacted soil would be managed and disposed of properly in order to ensure health and safety of workers, occupants and the community and will carefully evaluate all existing, available data and make recommendations as to appropriate mitigation that will meet these goals and limit potential impacts to the Project schedule.

The hazards and hazardous materials assessment for the EIR shall include:

Review of federal, state, and local regulatory agency records per Government Code Section 65962.5 for sites within and adjacent to the proposed Project site, including the Regional Water Quality Control Board’s GeoTracker website, DTSC’s EnviroStor website, and California Environmental Protection Agency’s Regulated Site Portal; Review of available environmental site assessment/investigation/remediation reports, and relevant regulatory documents, for the Project site and nearby sites that would potentially impact the Project site;
Review of the National Pipeline Mapping System for hazardous material pipelines; Evaluation of local safety plans, emergency response plans, and wildland fire zones; Evaluation of potential impacts to nearby airports; and Evaluation of potential impacts to nearby school sites.

Impacts will be evaluated regarding the construction and operations components of the proposed Project, including proposed use/handling of hazardous materials/wastes. If the findings indicate potential impacts related to hazards and hazardous wastes or materials, mitigation measures may include further work related to additional investigation, sampling, remediation, human health risk analyses and/or construction and operations contingency measures.

Hydrology and Water Quality
Relying upon the results of the hydrology and water quality/drainage study provided by the Applicant, the hydrology and water quality section of the EIR will (1) identify beneficial uses and water quality impairments (if any) of downstream surface water bodies, (2) describe existing groundwater quality conditions, (3) explain state and federal water quality regulations and CITY’s development standards (e.g., regarding drainage and erosion control, non-stormwater discharges, and grading), (4) discuss -26- B0785-0001\2956036v5.doc
the various ways in which the proposed Project could adversely affect hydrology and water quality (both directly and indirectly), and (5) identify any additional best management practices or mitigation measures necessary to reduce potential impacts to a less-than-significant level.

CONSULTANT shall summarize and evaluate the Applicant’s water quality management report and low-impact development design features, which are anticipated to articulate how the Project would comply with the requirements of the Los Angeles Regional Water Quality Control Board’s National Pollutant Discharge Elimination System permit requirements and CITY’s requirements, including best management practices to comply with the low-impact development mandates. Water quality, hydrology and drainage reports will be included as appendices to the Draft EIR.

Land Use and Planning
The proposed Project would require a General Plan Amendment, a Zoning Map and Zone Text Amendment, the adoption of a new Specific Plan, the approval of a Vesting Tentative Tract Map, and a Development Agreement. These approvals would allow a change in land use designation from Railroad to Creative Office Specific Plan, a change in zoning from T-1 to Creative Office Specific Plan, and put in place a Specific Plan permitting maximum building height and a maximum FAR. The Development Agreement would allow for approval of the proposed development, and as part of the Development Agreement, would include the conveyance of fee title land to CITY for future public use.

The land use and planning section of the Draft EIR shall describe existing land uses, intensities, and patterns in the vicinity of the Project site, as well as the compatibility of the proposed Project with existing development. The EIR will evaluate any potential conflicts between the proposed general plan and zoning amendments as well as the proposed specific plan with surrounding land uses. These conflicts could include a use that would create a nuisance for adjacent properties or result in incompatibility with surrounding land uses, such as difference in the physical scale of development, noise levels, traffic levels, or hours of operation. The EIR will evaluate the extent to which adopted CITY development standards or proposed design standards would eliminate or minimize potential conflicts between the proposed Project and adjacent uses.

Noise
CONSULTANT will rely upon the results of the noise assessment prepared as part of Task 4.4 and include an evaluation of all CEQA Guidelines Appendix G thresholds. Details of the analysis will be included in an appendix to the EIR.

Public Services
The CITY Police Department and Fire Department provide police and fire services to CITY, respectively. The EIR will address potential impacts of the proposed Project on police and fire department response capabilities and time resulting from construction of the new uses.

The EIR will also address proper site access and circulation, location and number of fire hydrants, and fire prevention devices and systems that would be installed. Impacts on recreational facilities, schools, and libraries will also be analyzed. Potential impacts to public services will be substantiated and analyzed in the EIR.
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Tribal Cultural Resources
CONSULTANT will summarize the results of the records search, NAHC SLF results and tribal outreach, and all CITY’s AB 52 and SB 18 efforts for the proposed Project, including notification and consultation with applicable tribes. In addition, the section will provide a brief analysis of potential Project-related impacts to Tribal Cultural Resources in conformance with CEQA and will provide mitigation measures and recommendations as appropriate.

Transportation
CONSULTANT will rely upon the results of the transportation assessment prepared as part of Task 4.5 and include an evaluation of all CEQA Guidelines Appendix G thresholds. Details of the analysis and the complete Transportation Impact Analysis, as prepared by Fehr & Peers, will be included in an appendix to the EIR.

Utilities and Service Systems
This section of the EIR will evaluate the potential for the proposed Project to affect water, wastewater, stormwater, and solid waste services. It is assumed that a water, sewer, and stormwater infrastructure capacity study will be provided by the Applicant to confirm that the offsite pipelines and infrastructure can accommodate the demands of the proposed Project. It is anticipated that a will-serve letter will be provided by LADWP regarding the availability of potable water to serve the proposed Project. This section will also include a discussion of the proposed Project’s possible sources of water supply over the life of the Project and the environmental impacts of supplying that water to the Project site, including analysis of any uncertainties in supply.

Based on information provided by the Applicant, this section will address whether the proposed Project would result in the relocation or construction of new water, wastewater treatment, or stormwater drainage, electric power, natural gas, or telecommunication facilities, the construction of which would cause significant environmental impacts. CONSULTANT will also provide projections of solid waste generation, which will be compared to existing and future landfill capacity to determine whether the changes in land use would substantially shorten the life of the landfill or necessitate expansion of the landfill. If inadequate capacity is identified for wastewater, water, storm drain, or solid waste facilities, measures to properly serve the proposed Project will be identified.

Cumulative Impacts. Consistent with CEQA Guidelines Section 15130, the EIR will include a discussion of cumulative impacts for each impact category analyzed within the EIR. The analysis will discuss impacts created as a result of the combination of the proposed Project together with other projects in the vicinity causing related impacts.

Effects Found Not to Be Significant. Consistent with CEQA Guidelines Section 15128, an EIR will contain a brief statement disclosing the reasons why various possible significant effects of a proposed Project were found not to be significant and were, therefore, not discussed in detail in the EIR.

Alternatives to the Proposed Project. The alternatives chapter will be prepared to meet the objectives of the CEQA Guidelines by addressing alternatives to the Project as proposed. It is anticipated that, in addition to the No Project Alternative, other alternatives to be evaluated could include development of a mixed-use development that is consistent with the underlying zoning of -28- B0785-0001\2956036v5.doc
the Project site. Each alternative will be evaluated with respect to the environmental issue area reviewed for the proposed Project. As required by the CEQA Guidelines, the advantages and disadvantages of each alternative and the reasons for rejecting or recommending it will be provided. The environmentally superior alternative will be identified from among the alternatives to the proposed Project. In addition, a narrative will be provided that discusses alternatives that were considered but were determined to be infeasible and, therefore, not assessed in detail. For purposes of this analysis, it is assumed that five alternatives will be carried forward for analysis evaluated in the EIR.

Long-Term Implications of the Proposed Project. This chapter will include analysis of significant irreversible changes that would occur as result of the proposed Project, as well as growth-inducing impacts.

List of Preparers. This chapter will include references, acronyms and abbreviations, and the preparers of the EIR.

Appendices. The draft EIR appendices will include the NOP and IS, NOP responses, and the various technical reports and memoranda described.

Deliverables
15 unbound hard copies of the Administrative Draft EIR
1 electronic version in PDF and Microsoft Word formats to CITY for review Task 5.2 Revised Administrative Draft EIR
Upon receipt of comments on the administrative draft EIR, CONSULTANT will revise the document accordingly by addressing all comments received. For cost-estimating purposes, CONSULTANT assumes two rounds of review, comment, and revisions by CITY and CONSULTANT.

Deliverables
15 unbound hard copies of the first revised Administrative Draft EIR 15 unbound hard copies of the revised Screencheck Draft EIR 1 electronic version of the revised Administrative Draft EIR in PDF and Microsoft Word formats for CITY review
1 electronic version of the Screencheck Draft EIR in PDF and Microsoft Word formats for CITY review
Task 5.3 Public Draft EIR
CONSULTANT will prepare a draft EIR for a 45-day public review period that incorporates all of the comments on the screencheck draft EIR. CONSULTANT will prepare drafts of both the notice of availability (NOA) and the NOC for CITY review. Upon receipt of CITY review comments, CONSULTANT will finalize these documents for CITY signature and distribution. CONSULTANT will be responsible for providing the NOC to the State Clearinghouse along with the 15 copies of the draft EIR. CONSULTANT will also be responsible for posting the NOA with the Los Angeles -29- B0785-0001\2956036v5.doc
County Clerk and providing filing fees. CONSULTANT assumes CITY will be responsible for distributing the NOA to interested stakeholders, agencies, and the public. In the event CITY would like to publish the NOA in a paper of local circulation, CONSULTANT assumes CITY will take the lead on posting the notice with the paper.

Deliverables
Draft EIR: 60 hard copies (technical appendices included on a CD or flash drive with each EIR); electronic copy (Microsoft Word files and PDF file with OCR searchable text) State Clearinghouse Package (15 Executive Summaries, 15 flash drives, NOC and Summary Form)
NOA: 1 electronic copy (Microsoft Word); 100 hard copies for CITY mail out; stamped copy from Los Angeles County Clerk
Task 5.4 Draft EIR Public Meeting
CONSULTANT’s principal in charge and Project Manager will attend and facilitate one public comment meeting during the 45 day public review period for the Draft EIR. At CITY’s direction, CONSULTANT can present an overview of the Project description, an overview of the CEQA process and where CONSULTANT is in that process, and findings and conclusions contained within the Draft EIR. It is assumed that CITY will coordinate the logistics for the Draft EIR public meeting, including reserving a meeting room location, providing translation services, and providing a court reporter if so desired, and that presentation materials describing or illustrating the Project will be provided by the Applicant. CONSULTANT will provide relevant meeting materials, including speaker cards, comment forms, and a sign-in sheet. CONSULTANT will also take notes regarding the issues raised by commenting individuals that should be addressed in the EIR. Following the public meeting, CONSULTANT will provide a meeting summary memorandum that summarizes the general nature of the verbal comments provided at the meeting. It is assumed that only written comments received during the public review period for the Draft EIR will be responded to as part of the Response to Comment and Final EIR effort outlined in Task 6.

Deliverables
Presentation materials for public meeting
Public meeting attendance
Public meeting summary memorandum: 1 electronic copy (Microsoft Word)

6. Task 6. Final EIR
CONSULTANT will prepare a final EIR that incorporates any required edits to the Draft EIR and includes two additional chapters: Response to Comments and Mitigation Monitoring and Reporting Program (MMRP). For cost-estimating purposes, CONSULTANT assumes two rounds of review, comment, and revisions by CITY and CONSULTANT.

CONSULTANT will assist CITY with providing the final EIR at least 10 days prior to consideration for certification by CITY to any commenting public agency and any member of the public who has requested the document. Once the EIR has been certified, CONSULTANT will prepare an NOD -30- B0785-0001\2956036v5.doc
and assist CITY with filing the NOD with the State Clearinghouse and Los Angeles County Clerk.

Provided below is a discussion of each component of the Final EIR.

6.1 Response to Comments
The Response to Comments chapter will include comments received on the draft EIR, responses to those comments, and standard introductory material. All comments will be numbered (to indicate comment letter and comment number), and the responses to those comments will be similarly numbered to allow easy correlation. For purposes of this scope of work and cost estimate, CONSULTANT assumes that no more than 50 substantive discrete comments will be received on the draft EIR; note that one comment letter can contain multiple substantive comments. Since the actual scope and extent of public comments (assumed to be accepted only in written format) cannot be definitively determined at this time, if additional staff hours are needed to prepare responses to comments, the scope of work and budget provided in this proposal will be amended.

6.2 Revisions to the Draft EIR
Revisions to the Draft EIR will be incorporated, in underline and strike-out text, directly into the body of the Draft EIR document. This document will then be retitled as the Final EIR.

6.3 MMRP
The MMRP shall be in table format and will specify Project-specific mitigation measures and standard conditions of approval that are applicable to the proposed Project. Mitigation timing and responsible parties will also be identified. The objective of the MMRP is to comply with California Public Resources Code Section 21081.6, as mandated by AB 3180, which requires that a lead agency adopt an MMRP at the time an EIR is certified.

6.4 Certification Documents
CONSULTANT shall prepare draft findings of fact for each significant effect identified in the final EIR and prepare a statement of overriding considerations if unavoidable significant impacts are identified. As required by the CEQA Guidelines, one of three findings must be made for each significant effect and must be supported by substantial evidence in the record. The statement of overriding considerations will rely on input from the Project team regarding the benefits of the proposed Project. CONSULTANT will consult with the Project team to review and finalize the findings and statement of overriding considerations for CITY’s ultimate adoption.

Deliverables
Administrative Response to Comments: 1 electronic copy (Microsoft Word) Revised Response to Comments: 1 electronic copy (Microsoft Word) Final Response to Comments: 40 hard copies
Final EIR (Draft EIR, Responses to Comments, Revisions to Draft EIR, and MMRP: 10 hard copies and 1 electronic copy (Microsoft Word files and PDF file with OCR searchable text) NOC: 1 copy submitted to OPR
NOD: stamped copy from Los Angeles County Clerk; copy submitted to OPR -31- B0785-0001\2956036v5.doc
Payment of U.S. Fish and Wildlife filing fee to Los Angeles County Clerk Draft Certification Documents: 1 electronic copy (Microsoft Word) Final Certification Documents: 5 printed copies; one electronic copy (Microsoft Word)

7. Task 7. Project Meetings and Coordination
This task includes regular Project management activities conducted by Eric Wilson, Nicole Cobleigh, and other senior specialists, as needed, including the following meetings:

Project Status Meetings. These meetings will be attended by CONSULTANT’s Project Manager, Eric Wilson, CITY’s Project Manager, and other specialists, as necessary.

CONSULTANT assumes Mr. Wilson’s attendance at two in-person status meetings and Ms. Cobleigh’s attendance at up to six in-person meetings at Beverly Hills CITY Hall and participation in 30-minute bi-weekly Project status conference calls.

Bi-Monthly Status Reports. CONSULTANT will provide CITY with bi-monthly status reports providing updates on the progress of the technical studies, technical analysis and progress toward completing the EIR
Public Meetings. Eric Wilson and Nicole Cobleigh will attend up to four approval hearings at CITY Hall.

Additional Project Meetings, As Requested. In the event that CITY requests attendance at additional Project meetings, CONSULTANT can participate in requested meetings at a rate of approximately $250 per hour.

CONSULTANT’s publications department shall assist with document management, maintenance of files, and version control. Publications staff can assist with meeting agenda and minutes preparation, comment matrices, and reference management to assist in overall Project management. The Project management budget assumes an 18-month Project schedule. If this schedule is extended, additional Project management budget may be necessary.

B0785-0001\2956036v5.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the Scope of Work as described in Exhibit A in an amount not to exceed Two Hundred Twenty-Four Thousand Three Hundred Thirty-One Dollars and Eighty-One Cents ($224,331.81) based on the Fees and Rates set forth in Attachment 1 to this Exhibit. This amount shall include reimbursable expenses reasonably incurred in the performance of the Agreement including mailing, printing, and mileage costs at the IRS rate.

A contingency in an amount not to exceed Forty-Two Thousand, Nine Hundred SixtySix Dollars ($42,966) 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 of CITY in writing. Compensation for said additional work shall be mutually agreed upon by CITY and CONSULTANT in writing.

In no event shall this Agreement total exceed Two Hundred Twenty-Four Thousand Three Hundred Thirty-One Dollars and Eighty-One Cents ($224,331.81).

After the initial twelve (12) month term of the Agreement, rates may be increased once per year as of July 14th to reflect cost-of-living adjustments upon thirty (30) days prior written notice to CITY. Any such increase shall be based on the same percentage increase during the previous twelve (12) months, in the Consumer Price Index for All Urban Consumers (“CPI-U”) for the Los Angeles-Orange County-Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available, less food and energy, to the nearest one dollar.

CONSULTANT shall submit an itemized statement to CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered and the hours of service. CITY shall pay CONSULTANT the undisputed amount of such undisputed billing with thirty (30) days of receipt of same.
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B0785-0001\2956036v5.doc
ATTACHMENT 1 TO EXHIBIT B

FEES AND RATES
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B0785-0001\2956036v5.doc
Employee Eric S Wilson
Nicole N
Cobleigh Michele K Webb Jennifer L Reed
Joshua B
Saunders Linda Kry Perry W Russell
Glenna B
McMahon
Jonathan V
Leech
Dennis M
Pascua Raoul B Ranoa Amy E Seals
Chelsea G
Ringenback
Christopher J
Starbird Daniel Kil
Labor HoursLabor @ Billing RatesSubconsultant CostSubconsultant BillingDirect CostsTOTAL Billing Category Project Director
Senior
Specialist IV Specialist II Specialist V Specialist IV Specialist I Specialist III Principal
Hydrogeologist/
Engineer I
Project
Director/
Environmental
Senior
Specialist IV
Senior
Designer
Technical
Editor lll
Publications
Specialist l
GIS Specialist
IV
Publications
Specialist ll
Rate 245.00 230.00 160.00 180.00 170.00 130.00 160.00 240.00 245.00 230.00 175.00 145.00 95.00 160.00 105.00

1.0 Project Initiation 4 12 8 24 5,020 - 100 5,120

2.0 Project Description 2 16 24 12 54 10,110 - 10,110

3.0 Initial Study/NOP/Scoping 10 40 80 - - - - - - 12 8 16 8 16 190 32,190 - - 1,200 33,390

3.1 Initial Study Checklist 4 12 40 8 8 72 12,580 - 12,580

3.2 Circulate IS/NOP 8 20 16 16 60 8,240 - 1,000 9,240

3.3 Scoping Meeting 6 20 20 12 58 11,370 200 11,570

4.0 Technical Studies - 16 - 92 - 52 - 32 - - 4 - 4 - 200 36,060 84,600 97,290 1,800 135,150

4.1 Air Quality 2 60 62 11,260 11,260

4.2 Cultural Resources 2 52 4 4 62 8,440 1,800 10,240

4.3 Greenhouse Gases 2 32 34 6,220 6,220

4.4 Noise 2 32 34 8,300 8,300

4.5 Transportation Study 8 8 1,840 84,600 97,290 99,130

5.0 Draft EIR 14 138 272 62 30 16 90 80 8 24 8 24 24 54 24 868 156,430 - - 3,600 160,030

5.1 Admin Draft EIR 4 70 160 62 30 16 90 80 8 24 - - - 46 - 590 109,460 200 109,660

5.2 Revised Admin Draft EIR 4 32 60 8 104 19,220 - 200 19,420

5.3 Public Draft EIR 16 32 24 24 24 120 17,080 - 3,000 20,080

5.4 Draft EIR Public Meeting 6 20 20 8 54 10,670 - 200 10,870

6.0 Final EIR 10 98 100 - - - - 12 - - - - - - 16 236 45,550 - - 5,900 51,450

6.1 Responses to Comments 6 40 40 12 98 19,950 - 1,500 21,450

6.2 Revisions to Draft EIR 16 32 16 64 10,480 - 1,000 11,480

6.3 MMRP 2 4 6 1,100 - 1,100

6.4 Certification Documents 4 40 24 68 14,020 - 3,400 17,420

7.0 Meetings & Coordination 36 108 144 33,660 - 750 34,410 Total Base Hours 76 428 484 154 30 68 90 92 40 24 32 36 40 66 56 1,716 - Total Base Billing 18,620 98,440 77,440 27,720 5,100 8,840 14,400 22,080 9,800 5,520 5,600 5,220 3,800 10,560 5,880 319,020 84,600 97,290 13,350 429,660 Contingency (10%) 1,862 9,844 7,744 2,772 510 884 1,440 2,208 980 552 560 522 380 1,056 588 31,902 8,460 9,729 1,335 42,966 Total with Contingency 20,482 108,284 85,184 30,492 5,610 9,724 15,840 24,288 10,780 6,072 6,160 5,742 4,180 11,616 6,468 350,922 93,060 107,019 14,685 472,626 -34-
B0785-0001\2956036v5.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 AGGREGATE
P.D.
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 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 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 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.
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