3. PSA Placeworks FDC 8-1-23 — Costa Mesa City Council, August 1, 2023

1 Placeworks, Inc. PSA
Rev. 12-2022

CITY OF COSTA MESA

PROFESSIONAL SERVICES AGREEMENT
WITH

PLACEWORKS, INC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this 1ST day of August, 2023 (“Effective Date”), by and between the CITY OF COSTA MESA, a municipal corporation (“City”), and PLACEWORKS, INC., a California corporation (“Consultant”).

RECITALS
A. City proposes to utilize the services of Consultant as an independent contractor to prepare the Fairview Developmental Center Specific Plan, as more fully described herein; and B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City and Consultant desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employee of City has a financial interest, within the provisions of sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in City’s Request for Proposals, attached hereto as Exhibit “A,” and Consultant’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be done by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
ATTACHMENT 3
2 Placeworks, Inc. PSA
Rev. 12-2022
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.5. Non-Discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status, except as permitted pursuant to section 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the Cost Proposal set forth in Exhibit “C,” attached hereto and made a part of this Agreement. Consultant’s total compensation shall not exceed $ 2,038,110.00.
3 Placeworks, Inc. PSA
Rev. 12-2022

2.2. Additional Services. A contingency in the amount of $198,143.00 is established for potential additional services that may be identified during performance of the scope of services of this Agreement and which are within the general work parameters of the scope of services.

Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant’s Proposal or above the maximum compensation set forth in Section

2.1, unless the City Manager or designee, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after termination of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. Unless otherwise agreed to in writing by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, pandemics (excluding COVID-19), material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party (each, a “Force Majeure Event”). If a party experiences a Force Majeure Event, the party shall, within five (5) days of the occurrence of the Force Majeure Event, give written notice to the other party stating the nature of the Force Majeure Event, its anticipated duration and any action being taken to avoid or minimize its effect. Any suspension of performance shall be of no greater scope and of no longer duration than is reasonably required and the party experiencing the Force Majeure Event shall use best efforts without being obligated to incur any material expenditure to remedy its inability to perform; provided, however, if the suspension of performance continues for sixty (60) days after the date of the occurrence and such failure to perform would constitute a material breach of this Agreement in the absence of such Force Majeure Event, the parties shall meet and discuss in good faith any amendments to this Agreement to permit the other party to exercise its rights under this Agreement. If the parties are not able to agree on such amendments within thirty (30) days and if suspension of performance continues, such other party may terminate this Agreement immediately by written notice to the party experiencing the Force Majeure Event, in which case neither party shall have any liability to 4 Placeworks, Inc. PSA
Rev. 12-2022

the other except for those rights and liabilities that accrued prior to the date of termination.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 24 months, ending on July 31, 2025, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may be extended by three additional one year periods upon mutual written agreement of both parties.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City’s sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated “A,” Class X, or better in the most recent Best’s Key Insurance Rating Guide, and approved by City:

(a) Commercial general liability, including premises-operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate.

(b) Business automobile liability for owned vehicles, hired, and non-owned vehicles, with a policy limit of not less than One Million Dollars 5 Placeworks, Inc. PSA
Rev. 12-2022

($1,000,000.00) combined single limit per accident for bodily injury and property damage.

Consultant agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

(d) Professional errors and omissions (“E&O”) liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects’ and engineers’ coverage shall be endorsed to include contractual liability. If the policy is written as a “claims made” policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:

(a) Additional insureds: “The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant.”

(b) Notice: “Said policy shall not terminate, be suspended, or voided, nor shall it be cancelled, nor the coverage or limits reduced, until thirty (30) days after written notice is given to City.”

(c) Other insurance: “The Consultant’s insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy.”

(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers.

(e) The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

6 Placeworks, Inc. PSA
Rev. 12-2022

5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement.

5.5. Non-Limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery, and (b) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

Placeworks City of Costa Mesa
7 Placeworks, Inc. PSA
Rev. 12-2022

3 MacArthur Place, Suite 110
Santa Ana, CA 92707
77 Fair Drive
Costa Mesa, CA 92626
Tel: (714) 966-9220, ext 2347 Tel: (714) 754-5617
Attn: Karen Gulley Attn: Jennifer Le

Courtesy copy to:

City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92626
Attn: Finance Dept. | Purchasing

6.5. Drug-Free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City’s Council Policy 100-5, attached hereto as Exhibit “D” and incorporated herein. Consultant’s failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City.

6.6. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City’s consent, no subletting or assignment shall release Consultant of Consultant’s obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

against the City, its elected officials, officers, agents and employees based upon negligence, recklessness, or willful misconduct in the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties regarding unpaid defense costs. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. 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. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

9 Placeworks, Inc. PSA
Rev. 12-2022

6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code section 6250 et seq .).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code sections 81000, et seq.) and Government Code section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.16. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

10 Placeworks, Inc. PSA
Rev. 12-2022

6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.20. Binding Effect. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

6.21. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.22. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.23. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.24. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.25. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.26. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, 11 Placeworks, Inc. PSA
Rev. 12-2022

based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.28. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONSULTANT

__________________________________ Date: __________________________ Signature

__________________________________
[Name and Title]

CITY OF COSTA MESA

__________________________________ Date: __________________________ Lori Ann Farrell Harrison
City Manager

ATTEST:

__________________________________
Brenda Green
City Clerk

APPROVED AS TO FORM:

__________________________________ Date: __________________________ Kimberly Hall Barlow
City Attorney

12 Placeworks, Inc. PSA
Rev. 12-2022

APPROVED AS TO INSURANCE:

__________________________________ Date: __________________________ Ruth Wang
Risk Management

13 Placeworks, Inc. PSA
Rev. 12-2022

APPROVED AS TO CONTENT:

__________________________________ Date: __________________________ Jennifer Le
Development Services Director

APPROVED AS TO PURCHASING:

__________________________________ Date: __________________________ Carol Molina
Finance Director

EXHIBIT A

REQUEST FOR PROPOSALS

EXHIBIT B

CONSULTANT’S PROPOSAL

Proposal for Services | July 7 , 2023
Fairview Development Center
Specific Plan
for the City of Costa Mesa

Fairview Development Center
Specific Plan
for the City of Costa Mesa
Proposal for Services | July 7 , 2023
ORANGE COUNTY • BAY AREA • SACRAMENTO • CENTRAL COAST • LOS ANGELES • INLAND EMPIRE PLACEWORKS.COM
Prepared By: PlaceWorks
3 MacArthur Place, Suite 1100
Santa Ana, California 92707
t 714.966.9220
July 7, 2023
Stephanie Urueta
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92628
Subject: Fairview Development Center Specific Plan and EIR Dear Stephanie:

Please accept the attached submittal as PlaceWorks’ proposal to prepare the Fairview Development Center Specific Plan and EIR for the City of Costa Mesa (City).

For this once -in-a-lifetime project, you need a team that knows Costa Mesa, the Orange County market, and how to craft and entitle plans that will be successfully implemented. You also need a team that understands housing in all its forms, and how to design complete neighborhoods that become cherished places in a community. You need a team that regularly works with state, regional, and local agencies – understanding what it takes to navigate, negotiate, and find the right solutions for a project. And finally, you need a team that knows how to run a transparent public engagement process where input is meaningful for both the Specific Plan and future development plans. We are that team.

We are teamed with the following exceptionally talented local firms: Gensler, Fuscoe Engineering , Fehr & Peers Transportation Consultants , Developers Research Services , and ECORP Consulting . The qualifications and experience of our team is de monstrated throughout this proposal.

We believe are the right team, with qualifications, and the right approach to be your partner for this project. Our collective experience with affordable housing, specific plans, outreach, development, architectural and landscape design, and environmental assessment is relevant and extensive. Not only do we prepare plans that get implemented, but we are often asked to provide ongoing staff services during the implementation process.

This Specific Plan project will be managed by PlaceWorks’ Orange County office, located at the following address: 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707.

Please do not hesitate to contact me if you need more information. The PlaceWorks team looks forward to working with you on this interesting and challenging project.

Respectfully submitted,

PLACEWORKS

Karen Gulley
Managing Principal, Design
(714) 966-9220

TABLE OF CONTENTS

1. BACKGROUND AND PROJECT SUMMARY 1

2. PROJECT APPROACH & METHODOLOGY2
Scope of Work ...................................................................................... 2 Schedule, Management Approach, and Quality Control .................... 16

3. QUALIFICATIONS & EXPERIENCE 18
PlaceWorks .........................................................................................18 Representative Projects ......................................................................20 Additional Project Examples (PlaceWorks + Subconsultants) ............ 22

4. KEY PERSONNEL 27
Qualifications Summary ..................................................................... 27

APPENDIX
A: FINANCIAL CAPACITY
APPENDIX B: DISCLOSURE
APPENDIX C: SAMPLE PROFESSIONAL SERVICE AGREEMENT
APPENDIX D: FORMS

1. BACKGROUND AND PROJECT SUMMARY
Over 100 acres of land available for development in Costa Mesa is an unheard -of opportunity. An opportunity to address the underbuilding of housing in the city, to address the pressing need for workforce housing, to provide housing for veterans, individuals with developmental disabilities, and other groups, to create a new and unique walkable, mixed -income, mixed -use community in built -out Costa Mesa. Yet the site is predominantly surrounded by a very popular public golf cour se and has many existing buildings which might or might not be suitable for reuse. It is off the beaten path, without visibility to the major thoroughfare, Harbor Boulevard. Successful commercial centers are located just to the north and to the southeast o f the site. And, surrounding neighborhoods can be expected to be leery of increased traffic .

The site is expected to satisfy a large portion of the City’s RHNA requirements. The California Office of Emergency Services is expecting to use a portion of the site for an emergency operations center and lots of questions about it remain. Regular patrons of the Costa Mesa Country Club , and residents from Mesa Verde to College Park to Westside neighborhoods may feel a stake in what happens with the property. Competing with these interests are the realities of the market and what is financially feasible to accomplish.

The Fairview Developmental Center Specific Plan is an unparalleled opportunity – one that will answer the needs and interests of many principals. Our role is to ensure that the final plan is financially feasible , desirable to build, and best addresses the concerns of the community. Our team finds that the following actions are paramount to a successful outcome.

Keys to Success
 Bring together a core team of people that will be engaged from beginning to end. Establish a team structure, including City staff, for conducting each stage of the process where everyone knows their role, timeframe for getting things done, and is working towards a common goal. This includes consistency in the involvement of state representatives, so they understand the process for getting to a preferred alternative and the design/development envelope for the Specific Plan.
 Find a way to keep the process moving even when unresolve d issues arise. Be prepared to run on parallel tracks.
 Keep a small bench of outside advisors, especially in the affordable housing field, that are available to lend their knowledge and expertise as needed. Ensure that this process doesn’t preclude any advisors from being able to bid on the future state-issued RFB.
 Provide sufficient guidance to the state during preparation of the RFB and the evaluation criteria. Be available to the state as needed to answer questions during their review process. Provi de guidance/recommendations to the City regarding potential bidders. Above all, remain OBJECTIVE.  Find the right balance between flexibility and design/development control.  Explore the range of possibilities, so that this unique and valuable property achieves its full potential.  Offer opportunities for community involvement that are based on sufficient information so that residents understand the options available and the tradeoffs. We want residents to contribute to a successful outcome where a develop er(s) is able to move forward with a project that is successful, sustainable, and contributes to the well-being of the community at large.

2. PROJECT APPROACH & METHODOLOGY
The following scope emphasizes key components of our approach that includes the Project Objectives from the Request for Proposals (RFP ), Optional Tasks. We recognize that it may be necessary to alter the scope as the project progresses and are happy to work with you in making those adjustments.

The scope also identifies “City To-Do” items that will require your time and expertise that are addition to the timely review of draft products and participation in regular team meetings . Because we have included everything we believe is needed for successful completion of this project there are few Optional Tasks.

Scope of Work
Task 1. Project Kick-off and Ongoing Coordination Meetings Intent: To engage in a discussion and tour with City staff to (1) understand the City’s ideas about the reuse of the property and implementation of the housing element ; (2) ask questions about the background information and existing conditions; ( 3) identify issues and constraints; ( 4) confirm project boundary; and (5) review approach to outreach.

Approach: A successful project requires significant coordination and communication. PlaceWorks will lead the day-to-day project management of the Specific Plan . Regular communication via Zoom calls and email will ensure all members of the team are in the know. We will establish a protocol for email communication, identifying who from the City and the consultant team will be part of the communication. Our project manager will also use a variety of tools, including an ongoing budget and schedule tracking template , to meet the 2025 deadline and milestones along the way. This task also includes coordination with the State Department of Developmental Services and Department of General Services.

1.1 – Project Kick -off Meeting . PlaceWorks will coordinate the project kick- off meeting with our team and appropriate City staff. Ideally, we’d schedule a series of back- to-back meetings at City Hall to provide adequate time for focused discussions with the relevant departments. We will also confirm and refine the scope and schedule. In advance of the meeting, the PlaceWorks team will review available background information and conduct an initial assessment of existing conditions so we are ready to have a productive working session. During this meeting , we will also discuss the community visioning and engagement strategy and program. Following the meetings, we will conduct a tour of the project area with staff.

1.2 – Bi-weekly Meetings. Regular and consistent communication is key to successfully supporting the City of Costa Mesa through the Specific Plan process. For budgeting purposes, we have allocated two hours per month towards this task for key PlaceWorks project team member s, knowing some months will require more coordination than others. Additional time has also been allocated for subconsultants to join the team calls periodically to check in on the status of the ir work. The bi-weekly meetings will be held as virtual Zoom c alls.

1.3 – Day-to-Day Project Management . This task allocates time for maintaining the project budget, schedule, invoicing, and other day- to-day project management activities , such as organizing documents and coordinating meetings with the City, State, and other agencies and stakeholders.

Deliverables: Meeting agenda, list of data needs, initial base maps, meeting summary memorandum, any updates to the schedule, community vi sioning/engagement program, and invoice format.

CITY TO-DO: Attend kick -off meeting and tour, participate in bi -weekly calls , and provide input on the community engagement strategy and program.

Task 2. Community Visioning and Engagement
Intent: To conduct an inclusive community engagement process providing convenient and meaningful ways for the public to provide input at critical stages of the planning process, especially in developing a vision for the future of the site, weighing alternative land use/circulation concepts and details of the final plan.

Community engagement also means including key area and industry stakeholders. Our engagement program incorporates the perspective of affordable housing and market- rate housing developers familiar with the Orange County market and trends in housing types, supportive social services, private and public open space amenities, and other aspects of design and uses to complete the new neighborhoods envisioned.

Approach: Our proposed engagement program is based on the objectives identified in the RFP. The following outreach tasks will be the foundation for our community engagement program. This significant project will require a tailored approach to best reach area residents and stakeholders. With the recent and robust housing element outreach process we know that City staff understands the community. Our plan will be refined with you during the kick -off meeting. Our team will lead an effective engagement program that will involve a variety of stakeholders throughout the planning process. We will use a variety of tools to make it easy for anyone to participate both in -person and online. The PlaceWorks team will work with the City to coordinate events and communication. The following subtasks provide detail about our proposed engagement plan.

2.1 – Project Branding and Style Guide . To create citywide project recognition, PlaceWorks will develop a project logo and other branding collateral, including graphic elements, color palette, and fonts that set the theme for the visioning process and the Specific Plan. The logo and style guide package may include a combination of symbols, text, colors, graphics, or photos. We will work with City staff and the State to identify iconic images that represent the Fairview area and future opportunities for the site.

Task 2.2 – Website. PlaceWorks will create and maintain a custom project website using the logo and style guide created in Task 2.1 providing a place for the community and stakeholders to learn and get involved with the Specific Plan project. Using SocialPinPoint, we will integrate interactive Web -based tools for people to provide ideas and input for the vision statement, site and land use alternatives, mobility options, and more.

Our team will also draft eye-catching jpegs or GIFs to coincide with outreach events and project updates.

2.3 – Community Workshops and Pop -Ups. The PlaceWorks team of experienced planners are passionate about inclusive and equitable public engagement. Our engagement plan proposes four workshops during milestones for the project and will be conducted in -person and virtually within the same week ( but on different days ) to engage the community in a format that is comfortable for them. The same content will be shared using online tools to facilitate and collaborate with the community during our virtual events.  Workshop 1: Educate and Inform- During this workshop, the team will provide information about the history of the site, existing conditions, and other City planning efforts, such as the Housing Element. We will also gather community ideas and input to help shape the vision statement. A SocialPinPoint online activity called Visioner will be launched on the website and remain open for two weeks after the workshop allowing people to provide their ideas at a time convenient to them. We anticipate holding a facilitated Q&A session during this workshop to address community questions and concerns. From that discussion and additional City and State input, our team will draft a project Fact Sheet.
 Optional Task: Site tour- A unique guided community walking tour could be provided as a part of workshop one. PlaceWorks has a partnership with Hoffy Tours ( www.hoffytours.com) and would work with Bill Hoffman to design an interesting and informative experience. A narrated, web-hosted drone tour could also be developed and posted to the website.
 Workshop 2: Market Overview and Vision - Share findings of the market study, draft vision statement, and guiding principles. The purpose of the workshop is to share details of the Market Study and lay the foundation for future use of the site. We will include interactive activities and polls to foster participation.  Workshop 3 : Land Use Alternatives - The purpose of this workshop is to gather input on the land use alternatives in Task 6. The PlaceWorks team will lead an interactive workshop walking the community through the various land use alternatives and site circulation ideas.  Workshop 4 : Community Review of the Plan - When the Public Review Draft Specific Plan (Task 8) is complete, the final workshop will give the community the opportunity to provide input on the draft plan. An open house format could be used to collect feedback and ideas on the various topics related to the plan.

The purpose of this workshop is to reassure the community that their input has been heard and incorporated while continuing to solicit feedback and gain support.

In-person workshops are anticipated to be held on the Developmental Center property provided there is suitable space. Other options could include Los Lagos Golf Course banquet room, or another venue that the City can help to secure. Workshop summaries and digital versions of workshop materials will be posted to the project webpage. Spanish translation services have been included in the reimbursables budget.

SocialPinPoint is an online platform to
capture community input. Tools such as
Visioner and Hot Spot will create a unique
online experience for the community to
participate in the planning process.

Mentimeter is a creative workshop platform
that will be used to spark conversation and
document feedback, making it easy to improve
transparency and further collaboration.
 Pop-ups: A fun and quick interaction with the public, pop -ups are a great way to reach people in the community. Rather than requesting the public to come to us, we go to them. A hosted booth could include flyers, a few boards, and other materials outside of an area grocery store or at a City-sponsored event. For this project, we propose pop -ups to precede a workshop, informing the community of the project and helping to promote an upcoming event. This task assumes that up to two staff from PlaceWorks will be available to organize and facilitate up to two pop-ups.

CITY TO-DO: Post communication to social media through City -maintained accounts, coordinate in -person workshop locations, assist with logistics, and workshop attendance.

2.4 – Vision Statement and Guiding Principles . Informed by Workshop 1, stakeholder/developer round tables (Task 2.4) , and ongoing online communit y engagement, the PlaceWorks team will draft a Vision Statement and set of Guiding Principles for reuse of the Fairview Developmental Center site. PlaceWorks will design a final product that will be graphically interesting with photo s and other imagery so that readers can visualize future possibilities. Since the Vision and Guiding Principles are the foundation for the Specific Plan , it will be shared with the community during Workshop 2 for comment and is recommended to go to City decision makers for appro val (Task 2.7) before commencement of Task 7.

2.5 – Round Table /Stakeholder Interviews . In coordination with the City, we will identify the list of stakeholders to interview , including Mesa Verde, College Park, the Costa Mesa Golf Course, the proposed Emergency Operations Center, area developers, and others (up to 12 interviews). The purpose of these

interviews is to give them one -on-one attention and to understand their uniqu e perspective or concerns about future development, and to build a relationship so that they always have the most current and accurate information available throughout the process. We also propose interviews with local affordable housing developers ( e.g., Century Housing, National Core) and service providers in the areas of workforce development, health care, and other potential social services (up to two roundtables). It is important to understand the trends in affordable housing and the “continuum of care ” model as input for the Specific Plan.

2.6 – Outreach Materials, Survey and Social Media, Fact Sheets, Flyers . This task includes time for the PlaceWorks team to create materials to support the workshops with a project fact sheet (and updates) , posters, surveys, and other presentation materials. Special attention will be given to reaching seniors, youth, and other hard -to-reach populations in the city. Reimbursable expenses include budget allocated to printing and mailing costs as well as purchasing ads.

2.7 – Planning Commission/City Council Study Sessions . During milestones such as confirming the Vision Statement and selection of a preferred plan, the PlaceWorks team recommends a study session with Planning Commission and/or City Council. We have budget ed for participation in up to two study sessions.

Deliverables: Community visioning and engagement strategy, Vision Statement and Guiding Principles, Branded Project Website, Documents and Materials to support outreach events, and participation in four virtual and four in -person workshops, two pop- up events, and two City decision -maker study sessions.

Task 3. Market Demand and Economic Feasibility Analysis Intent: To provide a current and longer -term assessment of market conditions and development feasibility associated with a range of housing types and community -creating nonresidential uses. It is also intended to satisfy several objectives at key points in the planning process:
 Provide a baseline overview of existing market demand and the financial feasibility of new development to support community visioning and engagement (Task 2).
 Provide a detailed evaluation of market demand and potential to support planning of land use alternatives (Task 6) and the preparation of the land use plan and Specific Plan (Task 7).  Provide an assessment of the financial feasibility of major development scenarios to support planning of land use alternatives (Task 6).
 Provide targeted financial feasibility analyses to test and evaluate development standards contemplated for the proposed Specific Plan (Task 7).

Approach (Market Analysis ). PlaceWorks will prepare a basic analysis of market demand and refine the analysis as the plan progresses. The market analysis will estimate the current and future demand for residential development for market-rate housing, by type, tenure, and price point, and for affordable housing, by various demand subcategories, such as seniors, large family, veterans, and individuals with disabilities.

As a part of this task (and as part of community engagement, Task 2.3), we will interview three to six developers to get their perspective on the near -term market opportunities and challenges. The analysis will also estimate current and future demand for retail development (including shopping, dining, and entertainment). However, even with the potential for 2,300 new housing units, there may be only muted demand for new retail building space, given the quantity and strength of competitive retail in proximity to the plan area. In addition to retail, the market analysis will estimate the demand for offices. The shift of much office work to work-from-home and hybrid formats has increased office vacancies and is expected to dampen demand for new office development for many years . Office demand most likely will be for medical office s.

The market analysis is not a simple plug -and-play exercise of combining household projections with spending data and vacancy rates rather, we propose a holistic approach that provides solutions to key issues:
 What are the broad range of uses that can be incorporated into the vision for the Specific Plan? (highlight the possibilities rather than limit what is considered).  What are the types of uses that can feasibly reuse existing buildings?  What is the support for market-rate uses that can help fund the cost of needed public improvements?  What are the types of nonresidential uses that would complement the residential components of the Specific Plan (nonresidential uses that help build a community).

Approach (Financial Feasibi lity Analysis ). Building on the market analysis and initial community engagement, the PlaceWorks team will collaborate with City staff to define eight development scenarios with a mix of reuse and new construction, market -rate and below -market-rate housing, and nonresidential uses.

We will conduct a financial feasibility analysis for each of the development scenarios to identify the product types and density/intensity of development that are financially feasible. The initial model is intended to inform community engagement (Task 2) with a broad assessment of what it may take for plan area development to be financially feasible. We will refine the analysis to support the preparation of land use alternatives (Task 6) and evaluate potential development standar ds and requirements in the draft Specific Plan (Task 7). The final analysis will also quantify the amount that market -rate development can afford to pay for infrastructure and public improvements through Community Facilities Districts (CFDs) and other fund ing and financing mechanisms.

For the financial feasibility analysis, PlaceWorks will use publicly available data sources as well as purchased proprietary data. To ensure the accuracy of the analysis and financing plan recommendations, we will obtain project-specific construction cost estimates from Developers Research. Fuscoe will provide cost estimates for reuse/improvement of existing infrastructure (where feasible) and new infrastructure , based on the most current Green Building Book Costs or other appr oved resource by City staff.

Finally, to ensure a thorough exploration of reuse potential, the Gensler team will lead the assessment of the adaptive reuse potential of the existing buildings to the extent needed. This will be a limited/strategic assessment, evaluating general structural integrity, assessing overall condition, and suitability to support a new use. It will also involve evaluating the spatial layout , adaptability to accommodate a change in use and modifications to the building character , and environmental considerations such as the retrofit of the building with modern systems to reduce energy consumption and improve indoor air quality. Gensler will also support the assessment of market demand for building reuse and impacts on financial viability of adaptive reuse.

The financial feasibility analysis is not an end unto itself, but rather, it is intended to answer the following questions in support of the preparation and implementation of the Specific Plan:
 What are the broad types of development that market rate and affordable developers are most likely and least likely to pursue based on financial feasibility?
 Which product types, sizes, and price points are feasible for consideration in the land use alternatives?  For the land use alternatives, which buildings would be financially feasible to reuse and what would be the appropriate uses for those buildings?
 What parking, open space, height, density and intensity, and other development standards are financially feasible for the draft Specific Plan?
 What amount of funding can be feasible raised through CFDs, EIFDs, etc., to support infrastructure investments and public improvements?
Deliverables: Baseline market demand overview and baseline financial feasibility assessment report to support community engagement ; Market demand analysis and financial feasibility analysis to support planning for land use alternatives; Financial feasibility evaluation of Specific Plan development standards and requirements and estimate of funding for infrastructure and public improvements.

Task 4. Comprehensive Conditions Report
Intent: Building from the studies already completed, PlaceWorks will create a working bibliography and provide graphic summaries of the information. The summaries will document existing environmental, built form, infrastructure, mobility, cultural , and historic co nditions in the study area in ArcGIS. Using Story Maps , an ArcGIS program that allows the online presentation of geographic data, we will create an on -line tool that can access information. Story Maps will inform both the project design and specific plan a nd serve as the baseline for the environmental impact report (EIR).

Approach: We will start the Story Map in Task 4, then update it frequently as other tasks are completed, providing a transparent and dynamic resource for the staff and project team. At th e City’ discretion, all or part of the Story Map can be public -facing and accessible from any computer or phone. As a companion to the on-line Story Maps, PlaceWorks will prepare a paper summary report with the key findings of Task 4.

Fuscoe will research and evaluate existing documentation, utility maps, master plans of drainage, CIP budgets and prioritization, sewer and water , and any regional infrastructure studies within the specific plan area.

Because the summary information will be part of Task 4, GI S data is preferred for utility layers. Fuscoe will work with City staff and Mesa Water District to ensure all relevant information is obtained.

Based on the master plans and regional studies provided , Fuscoe will prepare a n infrastructure assessment and memorandum highlighting any major deficiency or capacity issues within the study area or any significant data gaps that require future analysis. The memo will incorporate wet and dry utilitie s and summarize plans for improvements , including funding status and anticipated schedule , as well as include points of connection into the City/District from public right of way .

To support the Specific Plan Fehr & Peers will review previous studies and evaluate the existing transportation conditions of the project site, including existing site vehicle miles traveled (VMT), intersection level of service (LOS), and active transportation. Fehr & Peers will prepare an Existing Condition s Report with the results.

Deliverables: Interactive Story Map, Existing Conditions Summary Report Task 5. Water Supply Assessment
Intent: To prepare a Water Supply Assessment (WSA)/Water Supply Verification in accordance with California Water Code, as referenced in Senate Bills 610 and 221 of 2001 .

Approach: In cooperation with the City and Mesa Water District, Fuscoe will prepare a WSA for the proposed land uses. Water use will be calculated based on District -provided generation factors (or Fuscoe Engineering Inc. to identify regional references for review and approval by the District) and evaluated against existing conditions. The projected increase will be compared to local and regional water supply projections as documented in the most recent 2020 Urban Water Management Plan (UWMP) prepared by Mesa Water District. The WSA will highlight the ability of the District to supply water to the proposed project in addition to other current and future water demands of the service area in normal, single -dry, and multiple -dry year scenarios for 20 years. The report will include coordination and review with City staff and the District. If the projected water demand exceeds the anticipated growth in the 2020 UWMP, Fuscoe will work with the District on a strategy and workaround.

Deliverable: Water Supply Assessment Report
Task 6. Land Use Concept Alternatives and Analysis
Intent: To bring best practices and BIG IDEAS to alternative land use, urban design, circulation, and infrastructure options for future development of the project area. Each alternative is intended to build on the vision and urban design strategies developed by the team, as well as draw from the economic feasibility assessment. The analysis of the alternatives will become the basis of a robust outreach phase where the community will have the information needed to make informed recommendations for the preferred plan.

Approach: In a collaborative process, PlaceWorks and Gensler, supported by Fehr & Peers and Fuscoe, will create a series of three alternative land use concepts that include an urban design strategy diagram, neighborhood crafting, a mix of housing types and support services, potential adaptive reuse of buildings, the street network along with pedestrian and bike facilities, parking strategy, open space and connected systems, public realm amenities, building form and key design elements, and supporting infrastructure . The development capacity of each will be documented, along with projected population and jobs. The alternatives will be depicted in both plan -view and 3-D massing, along with character sketches conveying overall look and feel, along wi th example photos and analogues. In addition, Gensler will provide 3 -D visualizations for each concept, including one or two views (one eye level, one aerial) for each option.

The alternatives will be analyzed by our economist for development and market feasibility. Feh r & Peers will provide trip generation and preliminary VMT estimates, draft trip assignment and LOS assessment, and review of access options. Fehr & Peers will also evaluate the site and surrounding roadways to determine if any geometric conditions exist that are either non-standard or would not be adequate to accommodate the traffic anticipated to be generated by the project. This analysis will include a review of collision data for locations surrounding the site to identify any patterns that may be worsen ed by a large volume of traffic. In collaboration with the design team , Fehr & Peers will develop recommendations for multi- modal access and connectivity in the project area. They will conduct an in -person walking audit to evaluate opportunities and constraints to improve travel options for all modes and all users of all ages and all abilities , including pedestrians, bicyclists, low- speed vehicle users (such as e -bikes), motorists, and public transportation users.

A layered-networks approach will be used , whereby preferred modes would be identified for corridors based on the available right-of-way.

The infrastructure requirements of each alternative will also be analyzed in terms of feasibility , anticipated funding, and timing of improvements . The analysis will also include opinions on probable cost or order of magnitude cost, building on the initial cost estimating provided in Task 4. Note: Water and sewer evaluations do not include any hydraulic modeling or use of the Mesa Water District’s existing water and sewer hydraulic models. If the Mesa Water District requires updating their models for assessing impacts, FEI will provide updated input parameters (proposed demands) for use within the model(s ).

It will also be important to document how each alternative satisfies the vision and addresses the issues raised by the
community. This analysis will be used to document the comparison of the alternatives in a Story Map format for easy access and review by the public. The outreach described during this phase in Task 2 will focus on the trade-offs between the alternatives and to distil l the aspects of a preferred plan. A survey will be made available during this task to coincide with community workshops and opportunities for online engagement.

Deliverables: Land Use Concept Alternatives Report, large -format illustrative and concept sket ches, with elevations and street sections as needed. Note: All outreach/workshop tasks are provided in Task 2.

Task 7. Administrative Draft Specific Plan and Focused Studies Intent: First, this task must finalize the Preferred Land Use Plan that will become the basis of the Specific Plan and EIR. Second, the Draft Specific Plan must provide reasonable flexibility for the future selected developer(s) while providing the “guard rails” to ensure the quality, form, and community benefits are achieved. Third, the Sp ecific Plan must include a Financing and Implementation Plan that identifies the improvements needed, along with costs, financing strategies, and timing.

Approach: The Specific Plan will document the planning and outreach process and the background analy ses as the foundation for the plan components. Images and diagrams will supplement the text and maps to convey the vision, plan objectives, and requirements. PlaceWorks will prepare an outline and unique document format for review and approval by City staff. The format will be visually rich with photos, graphics, and illustrative drawings that brings the text to life. The branding and style guide developed in Task 2 will be used to create a user -friendly format that is intended to be shared as an interacti ve PDF.

7. 1 – Finalize Preferred Plan . Based on the analysis and community input, the PlaceWorks team will finalize the Preferred Land Use Plan, including the buildout summary, population and employment projections, unit count, and nonresidential square feet. This information will be used for the Project Description and technical modeling. We anticipate using one of the study sessions from Task 2.7 to keep City decision makers informed and engaged in the process. We will also prepare the primary project objectives for the purpose of evaluating project alternatives for the California Environmental Quality Act (CEQA).

7.2 – Draft Specific Plan . Based on the scope provided in Appendix A of the RFP and our best practices for specific plans, we recommended th is document organization :
 Table of Contents, Index, and Glossary. These sections of the plan provide the user with information to assist with their review of the document, since it will be published as an interactive PDF with links provided throughout to quickly take a reader to applicable sections.  Chapter 1. Introduction. Establishes the purpose and authority of the specific plan, the relationship to other policy and regulatory documents, including the Program EIR, and the plan’s organization. This section also documents the planning process, including the market analysis, existing conditions, alternatives considered, and a summary of the community outreach and key findings.  Chapter 2. Vision and Guiding Principles. Presents the community-based long-range vision for the specific plan area in terms of physical development, uses and activities, connectivity to neighborhoods and other destinations, and the intended mix of housing and supporting services and activities. Guiding principles are the basis for the Specific Plan - permitted uses, develop ment standards, design standards, and plans for public realm improvements. This chapter will be written to appeal to both the community and prospective developers using input received in Task 2.
 Chapter 3. The Plan. Details the policies and objectives that will reinforce the vision, inform the development standards, and establish project objectives to be evaluated in the CEQA analysis. Describes the land use designations, land use map, and statistical buildout of the plan area. Also includes the plans for mobility, streetscape, water, sewer, storm drainage, and dry utilities needed to support the preferred plan. The infrastructure component will also include policies for sustainable design, undergrounding, and other objectives identified by City staff and team. The Open Space and Resource Plan will describe the existing and proposed public/private plazas, parks, multipurpose areas, and open space in the Specific Plan area. The requirements for publicly accessible open space amenities will be included in the development standards (Chapter 4). This chapter will also incorporate renderings and illustrations to support how the ideas could be implemented.
 Chapter 4. Development and Design Standards . This chapter will establish the permitted uses and development standards for residential and nonresidential uses based on the finalized land use designations and buildout potential. Our approach is to allow enough flexibility to accommodate a range of potential development proposals while ensuring that the neighborhood framework and key design elements of both new buildings and renovated existing buildings are addressed.  Special attention will be paid to the unique attributes of affordable housing types, along with the integration of support services. Adaptive re -use standards will also be prepared based on the potential for re -use of existing buildings. Objective design standards will also be included covering site design, landscape design, building articulation/massing, groundfloor treatment, and architectural style. Fehr & Peers will prepare a parking demand study for the project to recommend appropriate parking ratios. They will collect parking counts at up to five similar facilities to develop appropriate parking rates for the project product types and will apply the parking rates to the project land uses and develop the parking demand forecasts.  Chapter 5. Design Guidelines. This chapter will provide additional design direction in terms of site design, architectural design, and landscape design. The guidelines will focus on the public realm in terms of overall desired building quality, facades, entries, lighting, service areas, and sustainability measures. It will include building massing and placement guidelines, as well as signage and wayfinding guidelines. This section will also provide direction for the future landscape design of streets and open spaces. The design guidelines will include images or vignette graphics that reflect the character and qualities intended.  Chapter 6. Administration and Implementation. This chapter documents how the plan will be administered by City staff and the application process for development or renovations. Opportunities to streamline this process will be explored with staff. The process for interpretations, amendments, o r minor modifications will be described. This chapter will also include an implementation section that includes the economic development strategies and infrastructure financing strategies identified in prior tasks. Further detail will be provided in the accompanying appendix, as described below.  Appendix: Financing and Implementation Plan. This appendix to the Specific Plan will include details on the existing and planned public facilities and services within the FDCSP area. The section will compile the improvements identified by Fehr and Peers, Fuscoe, and E4 needed to support the level of development proposed in the plan. Developers Research will assist with providing cost estimates. We will also identify implementation strategies for phasing and financing for each improvement and the Specific Plan as a whole.

An implementation action chart will summarize the item, phase, cost and possible financing, timeframe, and responsible party/agency.

Deliverables: Digital Interactive Administrative Draft Specific Plan and linked Technical Reports.

Task 8. Public Review Draft Specific Plan
Intent: To revise the Administrative Draft Specific Plan based on client direction and then release the document as the Public Review Draft.

Approach: City comments will be consolidated for our team to address. A second round with minor edits will be included, if needed. The Public Review Draft will be prepared for hearings and distribution.

Deliverables: Public Review Draft Specific Plan (digital). Note: All outreach/workshop tasks are provided in Task

2. Task 9. Environmental Review Scoping

9.1 – Notice of Preparation for a Programmatic EIR . PlaceWorks will draft the Notice of Preparation ( NOP) to identify the public review period, contact person, scoping meeting date, and note how to comment on the project. As this EIR will be comprehensive, we will dispense with an initial study but will summarize the environmental topics like previous City NOPs. PlaceWorks will plan and attend a scoping meeting for the project at a venue provided by the City.

9.2 – Annotated EIR Outline and Technical Studies . PlaceWorks will prepare an annotated outline of the EIR , including references to Task 4, existing general plan policies, City CEQA Thresholds, and the regulatory environment affecting the site. We will review the outline and methodology with the City and finalize the contents prior to starting on the Admin Draft EIR.

Deliverables: NOP, Scoping Meeting Facilitation and Materials, Summary Report of Scoping Comments, Annotated Program EIR Outline
Task 10. Program EIR – Administrative Draft and Technical Studies

10.1 – Administrative Draft EIR . While the technical studies are completed, PlaceWorks will prepare the Administrative Draft EIR (ADEIR ) following the annotated outline accepted by the City, and the information collected in Task 4. I f there is insufficient project detail to complete the analysis, the EIR will explain the program to be followed for entitlement. The ADEIR will be provided in Word format for electronic review and comment. As the project progresses PlaceWorks will prepare the administrative record so that it can be provided to the City following certification of the EIR.

10.2 – Technical Studies. In conjunction with the previous studies collected as part of Task 4, the EIR will rely on the following project -specific technical studies.

10.2.1 Air Quality/Greenhouse Gases/Energy (PlaceWorks). PlaceWorks will prepare an air quality, energy, and greenhouse gas (GHG) emissions technical analysis evaluating potential criteria air pollutant, toxic air contaminant, energy , and GHG emissions impacts associated with the project. Impacts will be programmatic, based on the level of detail identified in the Specific Plan and modeled based on the current methodology of the South Coast Air Quality Management District (South Coast AQMD) for projects in the South Coast Air Basin (SoCAB). Modeling of criteria air pollutant and GHG emissions will be conducted using the latest version of the California Emissions Estimator Model (CalEEMod). PlaceWorks will model up to one near -term construction phase to estimate “peak day” construction emissions. Localized air pollution impacts and health risk will be discussed qualitatively because of the programmatic nature of the project. PlaceWorks will provide an estimate of the increase in long -term emissions from operation of the project compared to South Coast AQMD’s significance threshold. The results of the analysis will be summarized in the EIR, and modeling results will be included as an appendix. If necessary, mitigation measures will be identified, as needed, to reduce any potentially significant regional and/or localized air quality impacts.

10.2.2 Biological Resources (ECORP) . Using information from the existing conditions report, ECORP will author programmatic policies and procedures that address biological resources within the Specific Plan area for use in the EIR. The procedures will outline a process for future projects to address known biological resource constraints. The process will identify approaches to project implementation, as well as guidelines for avoiding or preserving biological resources. The procedures and measures will inform the relevant biological resource sections of the Specific Plan EIR.

10.2.3 Cultural Resources (ECORP) . Using information from the existing conditions report, ECORP will author programmatic policies and procedures that address archaeological and historical resources within the Specific Plan area for use in the Specific Plan EIR. The procedures will outline a process for future projects to address known hi storical and archaeological resource constraints. The process will identify approaches to project implementation and historical resource reuse, if appropriate, as well as guidelines for avoiding or preserving historical resources. The procedures and measures will inform the relevant cultural resource sections of the Specific Plan EIR.

10.2.4 Construction Health Risk Assessment (PlaceWorks) . PlaceWorks will prepare a quantitative construction Health Risk Assessment (HRA ) to assess the health risk impacts experienced by nearby sensitive receptors resulting from construction of the project. Due to the proximity of the proposed development to existing sensitive receptors, combined with the expected duration and intensity of construction activities. The construction HRA will include air -dispersion modeling results, cancer risk calculations, and a discussion of the health factors considered in the HRA. The results of the construction HRA will be compared to the South Coast AQMD health risk impact criteria for cance r and non-cancer health risks.

10.2.5 Noise (ECORP) . ECORP will prepare a Noise and Vibration Impact Assessment Report that will provide a programmatic impact analysis identifying potential noise -related impacts from implementation of the proposed Specific Plan. Additionally, the r eport will discuss the relevant standards and criteria for noise exposure and the discussion of potential impacts will be based on federal, State, and local ordinances, policies, and standards. Project vehicular traffic noise will be assessed using a version of the US Federal Highway Administration (FHWA) Traffic Noise Model. These calculations will rely on traffic forecasts provided by Fehr & Peers as part of their work on the project. The analysis of transportation noise will ide ntify locations within the Specific Plan area that would be exposed to significant noise increases. ECORP will create a Noise Contour Map to reflect the Specific Plan Buildout traffic noise volumes.

10.2.6 Traffic (Fehr & Peers) . Fehr & Peers will prepare a VMT analysis for preferred alternative for environmental review of the project addressing the four CEQA checklist questions. The analysis will use the Orange County Transportation Analysis Model (OCTAM) to prepare VMT estimates for the study scenarios and provide comparisons of total VMT and VMT per capita to evaluate potential significant impacts related to VMT, consistent with City of Co sta Mesa Transportation Impact Analysis (TIA) Guidelines (October 2020), which Fehr & Peers assisted the City in devel oping. Any recommended mitigation measure(s) will be based on the Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity (December 2021) to quantify VMT reduction potential associated with proposed transportation demand management ( TDM) measures. The report will be included in the EIR and a draft will be submitted to the City for review with up to two rounds of revision anticipated.

10.2.7 Utilities and Technical Infrastructure Study (FU SCOE). Fuscoe Engineering will, in coordination with City staff, Costa Mesa Water District, O range County Flood Control, and other utilities, evaluate potential impacts on each of the wet and dry infrastructure systems. The evaluation will Identify the nec essary utility systems to support the proposed land uses and propose a conceptual utility layout based on preferred land plan. The evaluation of water and sewer do es not include any hydraulic modeling or use of the Laguna Beach County Water District’s exis ting water and sewer hydraulic models. The technical report, along with the WSA, will be included in the EIR as a technical appendix.

Deliverables: Administrative Draft of Program EIR (digital format), Mitigation Monitoring and Reporting Program (digital format), Technical Appendices to Program EIR Task 11. Draft Program EIR – Public Review Draft
PlaceWorks will finalize the ADEIR document and send a PDF of t he D raft EIR and all supporting documentation to the City for fatal -flaw review. We will make the requisite edits and prepare the D raft EIR for public review; we will provide an executive summary of environmental impacts on the Story Map platform and work with the City to distribute the document. We will also draft the mitigation monitoring and reporting program (MMRP) ; however, it will remain draft until the F inal EIR is prepared as it is common for mitigation measures to change during the public review process. PlaceWorks will draft notices and the City will publish notices on the ir website. All comments on the D raft EIR will be sent first to the City and then to PlaceWorks to be reviewed and bracketed. The F inal EIR will include a summary of the review pr ocess and copies of all bracketed comment letters along with responses to comments .

Deliverables: Draft Program EIR (digital format + five printed copies), list of comment letters and commenting entities (digital format), bracketed comment letters on Draft EIR (digital format) Task 12. Response to Comments and Administrative Final Program EIR The response to comments will include a reasoned response to all comments. If an unexpectedly large volume of comments is received, or if certain comments result in the need for new research or analysis, the initial budget may not be sufficient. Should this situation become apparent, we will discuss this concern with the City before the budget is consumed to determine an appropriate course of action. PlaceWorks will finalize the draft Mitigation Monitoring and Reporting Program (MMRP) , including any revisions of the mitigation measures from the Final EIR. The final MMRP will identify the significant impacts that would result from the proposed project , mitigation measures for each significant impact , the timing the measures will need to be completed, the entity responsible for implementing the mitigation measure , and the City department or other agency responsible for monitoring the mitigation effort and ensuring its success. PlaceWorks will draft the Notice of Determination (NOD) for the City to review before the City pays the requisite fees and files the forms with the County Clerk. PlaceWorks will also prepare the Notice of Completion ( NOC) for filing with the State Clearinghouse .

Deliverables: Administrative Final Program EIR (digital format), Final Program EIR (digital format), Findings of Fact, Final Mitigation Monitoring and Reporting Program (digital format)

12.1.1 – Certification Documents. PlaceWorks will finalize the draft MMRP , including any revisions in the Final EIR of the mitigation measures identified in the D raft EIR. The final MMRP will identify the significant impacts that would result from the proposed project , mitigation measures for each significant impact , the timing at which the measures will need to be completed , the entity responsible for implementing the mitigation measure, and the City department or other agency responsible for monitoring the mitigation effort and ensuring its success. If requested, PlaceWorks can draft th e findings of fact to consider and certify the EIR. It is likely that the project will have at least one impact that will be significant and unavoidable for which a statement of overriding considerations will be needed. PlaceWorks can work with the City to develop the statement for inclusion into the resolution certifying the EIR. PlaceWorks will draft the NOD for the City ’s review before the City files the forms with the County Clerk. PlaceWorks will also prepare the NOC for filing with the State Clearingh ouse.

Task 13. Public Hearings and Final Specific Plan and Program EIR Intent: Present Specific Plan and Program EIR to City decision makers for adoption.

Approach: To ensure successful completion of the project, the PlaceWorks team will attend up to two public hearings, one with the Planning Commission and the other with City Council for adoption of the FDCSP and Program EIR. Our time also includes preparation of the presentation materials. Additionally, we will assist with General Plan and Zoning Code changes that may be required for consistency. Once the Planning Commission and City Council have recommended and approved the Specific Plan and EIR, the PlaceWorks team will finalize the documents and mitigation program and provide final versions to City staff.

Deliverables: Public hearing attendance, presentation, and materials, up to two hearings, Final Specific Plan (digital), Final Program EIR, and MMRP (digital)
Schedule, Management Approach, and Quality Control
A two -year schedule for completion of the Fairview Development Center Specific Plan is shown in Graphic Exhibit #1 . We understand the importance of your deadline based on your agreements with the state. This deadline is achievable based on our experience in running s imilar projects. Timely review of draft products by the city is also critical to meeting the schedule.

PlaceWorks has a strong track record in meeting project schedules and coordinating closely with its clients.

Over years of managing large, complex proj ects, we have developed effective strategies for ensuring that our work products are of the utmost quality, are completed within the agreed upon time frame, and are aligned with the established budget as described below:
 We maintain an up-to-date schedule throughout the project, to ensure that all team members are aware of upcoming meetings and product due dates.
 We stay in close, regular contact with staff and our subconsultants and document important decisions about the project in writing, which ensures that decisions are understood by all team members.  We schedule project due dates for staff and subconsultants with adequate time for editing and formatting into finished reports.
 We conduct weekly team meetings to coordinate on project workload, budget, and expectations. Any potential issues are raised in advance.
 We limit subconsultants’ payments to specific milestones, so as to ensure that progress on the project is commensurate with billings.
 All PlaceWorks deliverables are proofed by both technical and grammatical readers, as well as formatted by in-house word processors. All deliverables are reviewed by the Project Manager and Principal-in- Charge.

Grap
hic Exhibit #1: Project Schedule
Sept
Tasks # 1 # 2 # 3 # 4 # 5 # 6 # 7 # 8 # 9 # 10 # 11 # 12 # 13 # 14 # 15 # 16 # 17 # 18 # 19 # 20 # 21 # 22 # 23 # 24 # 25

1. Project Kick Off / Project Management
X

2. Community Visioning & Engagement

R W R P W S W S P W

3. Market Feasibility

4. Comprehensive Existing Conditions Report

5. WSA
Dec Jan-25March April MayNov Dec Jan-24 Feb Nov June July AugSep-23 MayJune July August Sept Oct Feb Mar AprOctober

6. Land Use Concept Alternatives & Analysis

7. Administrative Draft SP & Focus Studies

8. Public Review Draft Specific Plan

9. Environmental Review Scoping

10. Program EIR - Admin. Draft & Tech Studies

11. Draft Program EIR - Public Review Draft

12. Response to Comments & Administrative
Final Program EIR

13. Public Hearings & Final Specific Plan &
Program EIR
PlaceWorks Preparation of Project Task
City Review of Deliverables
Projec
t Kick-Off Meeting X
Roundtables/Stakeholder Interviews R
Workshops W
Pop-up P
Study Session S
Preferred Plan
Public Review Periods
Public Hearings
Above: Downtown San Bernardino Specific Plan
– Charette; Right: Outreach Event in Garden
Grove
Right:

Southwest
Village
Specific Plan
Conceptual
Alternative

3. QUALIFICATIONS & EXPERIENCE
PlaceWorks has assembled a highly qualified team to complete the Fairview Development Center Specific Plan and EIR . This chapter describes the qualifications and relevant experience of the firms on the PlaceWorks team .

PlaceWorks
PlaceWorks is one of the West’s preeminent planning and design firms, with approximately 130 employees in six offices.

For 45 years, PlaceWorks has served both public - and private -sector clients throughout the state in the fields of comprehensive planning, environmental review, urban design, landscape architecture, community outreach, and Geographic Information Systems (GIS). Our talented, multidisciplinary team thrives on working with communities to tackle complex problems and develop workable solutions.

For the Fairview Develop ment Center Specific Plan and EIR , PlaceWorks will serve as the prime consultant and oversee all aspects of the project and ensure its successful and timely completion.

Qualifications
Our Hallmark – Specific Plans that Result in Change . PlaceWorks is at th e forefront of the specific planning practice and has completed more than 300 specific plans for small, medium, and large cities throughout California, including plans for new mixed-use communities and neighborhoods, transit station area plans, downtowns, areas undergoing significant transformation and reuse, and along underperforming commercial corridors. We focus on laying the groundwork for slow, steady change in the urban fabric and on integrating public realm improvements that foster quality places and encourage alternative travel modes.

Mastering Planning, Urban Design, and Placemaking. PlaceWorks is at the forefront of both greenfield neighborhood planning and design and urban planning in our built- out communities, with many projects in the ground today. Together our designers bring their expertise to craft plans that allow for adaptive reuse, integrate transit and streetscape networks, carefully consider building design and placement, respect nature, and provide activated/curated open spaces.

Environmental Review . We have four decades of experience in environmental planning and science, with a long-term perspective and technical expertise in shaping responses to the dynamic state and federal regulatory environment. We have handled a wide range of project sizes and types, and our reputation is built on our consistent production of effective and defensible environmental documents.

Company Information
Ownership: S-Corporation
Date / Location of Incorporation
California, 1975
Corporate / Local Office
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
Date opened: 2011
Officers
Keith McCann
Brian Judd
Randy Jackson
Karen Gulley
Joanna Jansen
Mark Teague
Economic, Market, and Fiscal Analysis. PlaceWorks grounds its economic development work in a thorough analysis and understanding of the economic and market forces underlying each project that we undertake. We aim to identify the possibilities rather than focus on the limits and constraints, th us opening the door to want- ifs and tradeoffs. With this approach, our planning builds on our economic with to be implementation-oriented, aspirational with a solid footing in reality.

Award-Winning Public Engagement . The PlaceWorks team is invested not only in producing plans that are adoptable and implementable, but in developing an open, engaging, and interactive process that truly incorporates feedback from the public. PlaceWorks’ work is founded on the principle that the success of a project lies with the ownership and involvement of community members. We integrate technical expertise with a community -based approach, developing a thorough understanding of the issues and challenges that are relevant to each community.

Our Team
Firm Name
Role on Project Company Address Contact Person

FUSCOE ENGINEERING
Infrastructure Analysis
16795 Von Karman Avenue
Suite 100
Irvine, CA 92606
Ian Adam, VP Specialty Services
949.474.1960
[email protected]

FEHR & PEERS

TRANSPORTATION

CONSULTANTS
Transportation Planning and
Traffic Engineering
101 Pacifica
Suite 300
Irvine, CA 92618
Jason D. Pack, TE, Principal
949.308.6312
[email protected]

GENSLER
Architecture and Design
500 S Figueroa Street
Los Angeles, CA 90071
Nate Cherry, FAIA, AICP, LEED AP BD+ C,
Senior Associate
213.633.6084
[email protected]

DEVELOPERS RESEARCH
Land Development
2151 Michelson Drive
Suite 270
Irvine, CA 92612
Peter Wales, Vice President, Development
Cost Estimating
949.861.3300
[email protected]

ECORP CONSULTING
Biological/Cultural Resources
2525 Warren Dr
Rocklin, CA 95677
Jeremy Adams, Cultural Resources
Manager/Senior Architectural Historian
916.782.9100
[email protected]
Representative Projects
Tustin Legacy Specific Plan and EIR (Tustin, CA) . Former Marine Corps Air Station (MCAS) Tustin, an area now known as Tustin Legacy, is one of the largest infill development opportunity sites in Orange County. PlaceWorks (formerly The Planning Center) completed the original MCAS Tustin Specific Plan in 1999 and an amendment in 2013. PlaceWorks also completed the supplemen tal environmental impact report (SEIR) for the specific plan amendment.

The amended Specific Plan provides quality development
standards and guidelines that protect investment yet are flexible for changing market conditions. Updates to the plan focused on new zoning for key planning areas of the remaining 870 acres of vacant/underutilized land (630 acres were built out under the 1999 Plan). New design guidelines were included to provide guidance for the layout of blocks, site design, architectural characte r, outdoor spaces, landscaping, and views each of which address the relationship to development that has occurred since adoption of the original Plan.

Both the 1999 Plan and amendment required multi -jurisdictional collaboration, similar to what the team expects for the Fairview Developmental Center Specific Plan. Coordination included the U.S. Navy, City of Irvine (95 acres of the project), County of Orange (85 -acre future regional park), utility providers, school district, as well as other education and s ocial service providers and the community at large. The effort also required immense coordination with several developers including selection of Lennar as the initial Master Developer through a bidding process. During the amendment process PlaceWorks assis ted the City in collaborating with the development team for FLIGHT at Tustin Legacy, ensuring the new designations would support the City’s vision while allowing for the creative mixed -use campus that Lincoln Property Company envisioned. Tustin Legacy was also one of the first examples of integrated for -sale affordable housing in Orange County that was mixed throughout Lennar’s project. PlaceWorks prepared a standalone Affordable Housing Plan that provided the direction for the distribution of affordable units.

Coordination and collaboration were challenging and required City leadership as well as a capable project manager. The PlaceWorks project team alongside the City of Costa Mesa will need to set expectations, adhere to a tight schedule, and hold partner agencies accountable for various degrees of involvement in the planning process just as they did for Tustin. One lesson learned from Tustin Legacy is that flexibility is key for withstanding market fluctuations. The 1999 Plan included a trip budget th at allowed for conversion of residential and non -residential uses allowing for slight modifications to planning areas as long as the trips associated with the uses were maintained, while that carried the City for years eventually an amendment was needed to address design, public realm, and other site planning aspects to connect initial development to the remaining sites while preserving- and finally -implementing park and other public amenities.

Client Contact: Justina Willkom,
Planning Director, Community
Development | 714.573.3115
Date
s of Work: 6/13 – 7/17
Proj
ect Cost: $280,000

Southwest Village Specific Plan (San Diego, CA)
PlaceWorks prepared the Southwest Village Specific Plan to create a mixed use near a future transit stop in the southernmost portion of San Diego. This project represents one of nearly 100 master -planned communities that our team has completed, involving v isioning, land planning and urban design, landscape architecture, grading, detailed site planning, and the preparation of a Specific Plan. Southwest Village sits within an open space envelope and is programmed as a stand - alone community with a full mix of residential ad neighborhood commercial uses. It is designed to be walkable and connected to the larger Otay Mesa community by pedestrian trails, bus service and light-rail. The design framework includes a mixed -use village core that includes affordable hou sing, with lower densities along the edges that take advantage of off -site views. The Specific Plan allows up to 5,277 attached and detached homes, anchored by 175,000 sf of commercial retail uses and public facilities. The plan includes more than 40 acre s of parks and trails. It is currently under development.

San Bernardino Downtown Specific Plan
(San Bernardino, CA)
The Downtown Specific Plan imagines and describes the steps to revitalize one of Southern California’s larger downtowns. Covering 600 acres in the heart of San Bernardino, the plan will promote high - quality jobs, arts an d culture venues, unique shops and businesses, pedestrian-friendly streets and paseos, historic preservation, and a range of housing opportunities.

The center of the plan is the reconstruction of the dormant and city - owned Carousel Mall site into a vibrant, mixed -use anchor.

PlaceWorks collaborates in regular workings sessions with the master developer of the mall site to create development standards that will apply equally to the mall and the rest of the downtown. In addition to these meetings, PlaceWorks set up an intensive program of in -person and online workshops, advisory committee meetings, pop -up events, and other forms of public outreach to inform plan creation. The interaction with the mall developer is an example of many where we interfaced between the development community and the jurisdictions to create a plan that is both visionary and feasibl e.

The Downtown Specific Plan will include a new zoning code for the downtown, with streetscape standards, allowable land uses, a form- based code, and a process for expedited project review. Development and design standards were tested for feasibility and provide an appropriate range of flexibility for development to occur over the next twenty years.

Client Contact: Jimmy Ayala,
Division President, TriPointe Homes
| 858.794.2579
Dates of Work: 5/17 – 6/20
Project Cost: $900,000
Client Contact: David Murray,
Principal Planner (now with the City
of Riverside) | 951.826.5773
Dates of Work: 9/20 – In Progress
Proje
ct Cost: $500,000

Additional Project Examples (PlaceWorks + Subconsultants) We've selected the following additional qualifications to showcase the broader range of relevant experience that our team members have and to include additional projects that have been or are being implemented Project Client Contact & Details Description
PlaceWorks

BEACH BOULEVARD

CORRIDOR SPECIFIC

PLAN AND EIR
City of Anaheim
Sergio M. Ramirez, Director of Economic
Development | 714.765.4627
8/15 – 11/
18; $740,000
PlaceWorks led a focused, comprehensive effort
to guide future development along a 1.5 -mile
stretch of Beach Boulevard between the cities of
Buena Park and Stanton. The Beach Boulevard
Specific Plan’s modern development standards,
economic and sustainable community
development incentives, and capital
improvements holistically address the future of
Beach Boulevard and the heart of West Anaheim.

TEMECULA OBJECTIVE

DESIGN STANDARDS
City of Temecula
Matt Peters, Senior Planner |
951.694.6408
8/20 – 1
/22; $60,000
These standards provide a clear set of
requirements for new multifamily and mixed-use
residential development in the City of Temecula
and ensure that development maintains the
area’s unique character and the city’s quality of
design.

TENANT

DISPLACEMENT

SOLUTIONS
City of Long Beach
Christopher Koontz, Planning Bureau
Manager | 562.570.6288
7/21 – 12/
21; $31,000
PlaceWorks planned, organized, and hosted a
series of hybrid online/in -person meetings for
the Housing and Neighborhood Services Bureau
of the City of Long Beach to evaluate the
“substantial remodel” section of the “Just Cause
for Termination” ordinance in the municipal
code.

SOUTHEAST LONG

BEACH SPECIFIC PLAN

AND EIR
City of Long Beach
Christopher Koontz, Planning Bureau
Manager | 562.570.6288
10/13 – 9/
17; $1,618,000
The specific plan provides direction on urban and
wetland interface, design guidelines, and new
solutions for circulation issues. It was especially
complex given the area’s diverse mix of land
uses. The project launched an extensive
outreach effort that included forming a 22 -
member community advisory committee, on
online community forum, and several public
workshops at critical milestones.

CENTURY VILLAGES AT

CABRILLO
Century Housing
Corporation
Brian D’Andrea, Senior Vice President
310.642.2059
PlaceWorks was retained by Century Housing
Corporation to revisit an existing master plan and
provide recommendations to maximize the
development potential and functional
Project Client Contact & Details Description
11/08 -9/09; $73,000 capabilities of the underutilized areas in the village—essentially establishing a new vision for
the next 10 years of developmen t within the
project area.

WESTMINSTER MALL

SPECIFIC PLAN, EIR,
AND

IMPLEMENTATION

STAFFING SUPPORT
City of Westminster
Adolfo Ozaeta, Assistant City Manager |
714.548.3178
3/18 – 12/
22; $733,000
The Specific Plan was an unparalleled
opportunity to create a sense of place and
elevate the city’s image and economic presence
in the region. PlaceWorks helped the city
facilitate conversations between seven property
owners and long- term leaseholders to create a
single master plan for the 100 -acre site.

Ultimately, the mall’s redevelopment is expected
to result in a $2 to $3 billion investment in the
community.

BREA MERCURY LANE

RESIDENTIAL PROJECT
EIR
City of Brea
Jennifer Lilley, Community and
Economic Development Director, City of
Riverside (former City Planner, City of
Brea) | 951.826.5915
3/18 – 5
/20; $163,000
PlaceWorks assisted the City of Brea with
environmental processing for the Mercury Lane
Residential Project. The project would develop a
5-story, 68 -foot-tall, 1 41,137-square-foot
podium structure that would house 114
workforce housing units. PlaceWorks prepared
an EIR and associated technical studies, including
hazards (Phase I ESA), air quality/greenhouse gas
emissions, and noise and vibration.

PARKWAY DRIVE

MASTER PLAN
Fresno Housing
Authority
Dave Brenner, Real Estate Development
| 559.513.5797
5/22 – I
n Progress; 8,000
PlaceWorks’ is preparing an actionable plan that
provides a design for future development of
existing motel properties into permanent
multifamily housing as well as neighborhood
services.

CHAPMAN CORRIDOR

REVITALIZATION PLAN
City of Placentia
Joseph Lambert, Director of
Development Services | 714.993.8234
12/22 – I
n Progress; $281,000
PlaceWorks will tailor development standards
and design guidelines for Chapman Avenue and
the immediate neighborhood. By implementing
new mixed -use General Plan land use
designations, the corridor will allow for an
integrated land use pattern that encourag es
multimodal travel, walkability, mixed -use
development, mid- density residential,
public/private open space opportunities, and
high-quality urban design that incentives
redevelopment.

Project Client Contact & Details Description

DOWNTOWN

SHORELINE VISION

AND PLAN UPDATE
City of Long Beach
Christopher Koontz, Director of
Development Services | 562.570.6288
10/22 – I
n Progress; $2,306,000
PlaceWorks was recently selected by the City to
manage the public visioning project and
ultimately update and environmentally clear a
new specific plan to replace the current
Downtown Shoreline Planned Development
District.

Fuscoe Engineering

SANTA ANA GENERAL

PLAN UPDATE AND EIR
City of Santa Ana (with
PlaceWorks)
Ali Pezeshkpour, Planning Manager
714.647.5882
9/19-11/22;
$76,000
The GPU included five focus areas where
significant redevelopment would occur across
several corridors. Fuscoe led the sewer and
water evaluations and provided technical
recommendations for how to account for the
demands in the City’s Urban Water
Management Plan (UWMP).

SOUTHEAST AREA

SPECIFIC PLAN (SEASP)

AND EIR
City of Long Beach (with
PlaceWorks)
Christopher Koontz, Director of
Development Services
562.570.6555
6/14-11/21;
$85,000
Fuscoe provided infrastructure and sea level rise
support for the Southeast Area Specific Plan and
EIR including drainage, water, sewer, dry
utilities, and sea level rise evaluations.

CITY OF ONTARIO

GENERAL PLAN

UPDATE AND EIR
City of Ontario (with
PlaceWorks)
Rudy Zeledon, Planning Department |
562.570.6555
5/20-8/
22; $65,000
Fuscoe provided infrastructure support
including evaluating utility systems for
affordable housing overlays and coordinating
with the water department on regional sewer
upgrades to support the changing land uses.

Fehr & Peers

SOUTH EAST AREA

SPECIFIC PLAN
City of Long Beach (with
PlaceWorks)
Christopher Koontz, Director of
Development Services |
562.570.6288
8/13-8/
17; $175,000
Fehr & Peers worked to connect people in the
SEASP area to nearby activity centers. Fehr &
Peers work included application of their MXD+
and TDM+ tools, which assist in quantifying the
total number of trips (including internalization
of trips) associated with mixed-use
development and reductions associated with
Transportation Demand Management (TDM)
programs.

BEACH BOULEVARD

SPECIFIC PLAN
City of Anaheim (with
PlaceWorks)
Gustavo Gonzalez (formally with City of
Anaheim), Planning Manager |
951.703.4499
Fehr & Peers advised the plan on multimodal
transportation opportunities and constraints on
the Beach Blvd Corridor, facing difficulties with
high traffic volumes and Caltrans. Fehr & Peers
Project Client Contact & Details Description
8/15-11/18; $90,000
also worked with the project team to identify
potential policies and infrastructure to support
the plan.

ETIWANDA HEIGHTS

NEIGHBORHOOD AND

CONSERVATION PLAN
City of Rancho
Cucamonga
Jason Welday, City Traffic Engineer
909-477-2740 ext 4011 |
[email protected]
6/15-4/
19; $200,000
Fehr & Peers investigated the capacity of
regional freeway interchanges and arterials, and
existing patterns of vehicular and active
transportation modes within the neighborhoods
surrounding the Project Area. Fehr & Peers was
responsible for preparing a traffic impact study
in support of an Environmental Impact Report
prepared for the Project.

Gensler

TAZA NEW

COMMUNITY
Calgary, CN
Bryce Starlight , Vice President,
403.829.9112
6/22-12/22;
$500,000
Gensler led a team in the creation of a
development plan and strategy for the Taza
Development in Calgary, CN. Built on first
nation land, the project intends to improve the
ecology of the area while becoming a hub for
innovation and growth. The plan was approved
in early 2023.

CONFIDENTIAL

AEROSPACE

CONTRACTOR
Southern California
Douglas Peters , Project Manager
213.243.8794
6/22-12/22;
$500,000
Gensler led a team in the development of a
project rebranding, urban design, and strategic
growth vision for two campuses in southern
California, as a way to improve employee
retention, improve resilience, and attract new
talent. The plan was approved and is moving
toward implementation in the next 5 years

SUNRISE TOMORROW
City of Citrus Heights
Casey Kempinaar , Community
Development Director |
916.727.4740
8/15-11/18;
$1,000,000
Gensler led a team in the development of a
specific plan to reimagine the heart of Citrus
Heights and transform the Sunrise Mall property
in ta premiere regional destination and
flourishing center of community life.

Developers Research

SILVERWOOD
DMB
John Ohanian, General Manager |
714. 785.2381
12/16
– 4/23; $80,000
Developers Research worked with the
Silverwood development team to prepare cost
estimates at every stage of planning and design.

We analyzed local and regional infrastructure
needs to maintain up-to-date estimates aiding
in planning decisions.

Project Client Contact & Details Description

SYCAMORE CREEK
Foremost Communities
Steve Cameron, President
949.748.6714
2/02-4/
22; $300,000
DR provided several iterations of cost estimates,
grading, and impact fee analyses for the buyer
of the property through all stages of planning
and design. After a successful purchase of the
property DR has continued to collaborate with
the owners throughout the development
process as plans are updated from tract map to
improvement plans and the ongoing site
development.

NEEDHAM RANCH
Trammel Crow
John Balestra , Senior Vice President
310. 489.1986
9/17-4/
23; $500,000
Developers Research worked closely with the
Trammel Crow development team from the
acquisition through the build out of 176 acres of
land for the development of The Center at
Needham Ranch, a state-of-the-art business
park in the City of Santa Clarita, CA.

ECORP

ON-CALL

ENVIRONMENTAL

SERVICES
City of Costa Mesa
Jennifer Le, Assistant Director of
Development Services |
714.754.5617
2/17-2/
22; $120,575
ECORP is currently providing on-call
environmental support services to the City for
land use development and entitlement projects.

Tasks include the preparation of CEQA
documents and review of applications for
completeness, among other items.

GANAHL LUMBER

RELOCATION PROJECT

IS/MND AND

ENTITLEMENT

SUPPORT
Ganahl Lumber
Company
Patrick Ganahl | 714.772.5444
5/15-12/14;
$31,008
ECORP assisted Onyx Architects and Ganahl
Lumber with refining the project description,
entitlement support, reviewing and preparing
environmental reports to accompany the
Conditional Use Permit (CUP), preparing the
CEQA IS/MND, biological and cultural resources
studies, and assisting with the environmental
portions of the CUP process after the
application was submitted.

BRISTOL STREET
MEDIAN

IMPROVEMENT

PROJECT
AndersonPenna
Partners, Inc.

Pritam Deshmukh, Project
Manager/Associate Engineer |
714.754.5183
10/14-3/
15; $10,200
ECORP prepared environmental documentation
for the installation of raised medians and
landscaping on Bristol Street between Baker
Street and the Newport Boulevard southbound
frontage road.

4. KEY PERSONNEL
Our team is high qualified to assist the City in preparation of the Fairview Development Center Specific Plan and EIR. Below we have provided a brief qualifications summary for each key team member. Full resumes are available upon request. All members of PlaceWorks team have sufficient staff resources and the capability to perform the work required for the project as described within the scope of work.

Qualifications Summary
Name | Title
Potential Role on Projects
Education
Licenses/Certifications Experience
PlaceWorks

KAREN GULLEY
Managing Principal, Design
Principal in Charge
kgul
[email protected]
(714) 966 – 9220 ext. 2347
 BA, Economics, UC
Santa Cruz
 Masters Program,
Urban & Regional
Planning, Cal Poly
Pomona
 IAP2 Training
With over 30 years of experience with all facets of
community planning and design for private- and public-
sector clients, Karen Gulley is expert in Specific Plans, urban design, managing large-scale complicated
projects, intergovernmental coordination, and in
developing tailored solutions to multifaceted challenges.

Karen’s recent work includes the Downtown San
Bernardino Specific Plan, Beach Boulevard Corridor
Specific Plan in Anaheim and the El Camino Plan for the El Camino Real Corridor in the City of Atascadero.

SUZANNE SCHWAB, AICP
Associate Principal
Project Manager
ssch
[email protected]
(714) 966 – 9220 ext. 2323
 Master of Urban and
Regional Planning,
University of California,
Irvine
 BS, Marketing and
International Studies,
Indiana University,
Bloomington
Suzanne has a diverse planning background— from
conceptual planning to development standards and
design guidelines incorporated in specific plans,
general plans, comprehensive plans, and campus
master plans. These projects cover a variety of
planning efforts, including health districts, master
planned communities, vibrant corridors, and military
base reuse. Suzanne’s corridor work includes the
Chapman Corridor Revitalization Plan, Beach Boulevard
Specific Plan, and Long Beach Boulevard (Midtown)
Specific Plan.

MOLLY MENDOZA, AICP
Assistant Project Manager,
Public Outreach Coordinator
mmen
[email protected]
(714) 966 – 9220 ext. 2358
 Master of Urban and
Regional Planning,
University of California,
Irvine
 BA, History and Minor
Anthropology,
California State
University, Long Beach
Molly is a highly skilled associate who is experienced in managing comprehensive planning projects, such as
general plan housing and safety elements and specific
plans for the public and private sectors. She is skilled in data research and analysis as well as developing
community outreach plans and engaging communities
and other stakeholders. Molly’s focus at PlaceWorks is
development of design and implementation guidelines
for comprehensive and specific plans.

Name | Title
Potential Role on Projects
Education
Licenses/Certifications Experience

STEVE GUNNELLS
Chief Economist
[email protected]
(714) 966 – 9220 ext. 2374
 MSc, Development
Management, London
School of Economics
 Master of Urban and
Environmental
Planning, University of
Virginia
 BA, Urban Planning,
Virginia Tech
Steve helps his clients leverage market forces to
achieve their goals, and he uses his grasp of economics and real estate markets not only to overcome existing
challenges but to help communities create visionary
plans that capitalize on the possibilities. Steve works with communities to bridge the gap between long-
range planning policies and economic development—
with community organizations and special districts to
fund and implement priority projects—and with
developers to guide project decision-making and
approvals.

NICOLE VERMILION
Principal, Air
Quality/Energy/GHG/Noise
Services
AG/GHG Tech Lead
[email protected]
(714) 966 – 9220 ext. 2344
 Master of Urban &
Regional Planning,
University of California,
Irvine
 BS, Ecology &
Evolutionary Biology,
University of California,
Santa Cruz
 BA, Environmental
Studies, University of
California, Santa Cruz
Nicole oversees project staffing and timing for the air quality, greenhouse gas (GHG), and noise technical
team’s impact evaluations under CEQA. She is
responsible for expanding and fine-tuning the team
based on changes in technology, legislation, and client needs and for ensuring that PlaceWorks air quality and
GHG studies are defensible and consistent with recent
case law. She has performed numerous GHG emissions
inventories for individual projects as well as citywide emissions inventories for general plans.

ALAN LOOMIS, AICP
Principal
Urban Design Advisor
aloom
[email protected]
(213) 623 – 1443 ext. 2101
 MA, Architecture,
Southern California
Institute of Architecture
 BA, Religious Studies /
Theology, University of
Detroit, Mercy
Alan is an award-winning urban designer, planner and
educator. As Principal of Urban Design in PlaceWorks’
downtown LA office, Alan is responsible for leading our regional urban design practice while playing a role in
projects throughout California. A fifteen-year veteran
of City Hall, Alan has directed a wide range of urban
design-based policy projects leading multi-disciplinary teams through an equally wide range of public
outreach programs.

RANDAL W. JACKSON, ASLA
President
Land Use Planning Advisor
rjac
[email protected]
(714) 966 – 9220 ext. 2312
 Bachelor of Landscape
Architecture, Utah State
University
Throughout his more than 50 years of experience in
planning and design, Randy Jackson has conceived and
developed unique land use and design concepts for
award-winning communities. He continues to focus his
expertise on healthy communities built around and
integrating transportation, transit, open space, and
park and recreation systems. He oversees projects
throughout California, across the United States, and
abroad.

Fuscoe Engineering
Name | Title
Potential Role on Projects
Education
Licenses/Certifications Experience

IAN ADAM, MESM, CPSWQ,
QSD/P
Vice President, Specialty
Practices
PIC, Stormwater
Management
 Master of
Environmental Science
& Management, UC
Santa Barbara
 BS, Science – Ecology &
Systematic Biology, Cal
Poly San Luis Obispo
Ian’s specialty is water resources, with an emphasis in water quality regulations, sea-level rise policy, Clean Water Act Citizen Suits and resource agency
negotiation. He has worked on over 60 General Plan
Updates and Specific Plans throughout California to
assist municipalities and developers with infrastructure assessments, zoning approvals, EIR technical support
and long-term capital improvement planning.

Fehr & Peers Transportation Consultants
JASON D. PACK, T.E.

Principal
Principal-in-Charge
 BS, Civil Engineering,
University of California,
Davis, 1999
Jason is a principal owner at Fehr & Peers with over 20 years of experience in transportation planning and
engineering. Jason is a statewide expert in parking,
travel demand forecasting, VMT, and transportation
impact analysis.

Gensler

NATE CHERRY, FAIA, AICP,
LEED AP BD+C
Senior Associate
Regional Design Director,
Cities Studio
 Harvard University,
Master of Urban
Design, Cambridge, MA
 Tulane University
Master of Architecture,
New Orleans, LA
Nate is a director of urban planning at Gensler with
over 25 years of experience in downtowns, transit,
airports, sports, universities, research, and urban
resilience in communities throughout the U.S., Mexico,
and Canada. He leads a team that has been recognized
with more than 100 national and state planning and
design awards.

Developers Research

PETER WALES
Vice President
Development Cost Estimating
 Bachelor of
Archit
ecture,
Woodbury University,
CA
Peter joined Developers Research in 2003 and is an
excellent resource for both clients and company
employees, consistently being commended for his
accuracy and attention to detail. Peter specializes in
the more complex and larger projects contracted by
the company.

ECORP Consulting

JEREMY ADAMS
Cultural Resources Manager
ECORP Project
Manager/Cultural Resources
Task Manager
 M.A., History (Public
History), California
State University,
Sacramento
 B.A., History, California
State University, Chico
Mr. Adams is a Cultural Resources Manager and Senior
Architectural Historian with 12 years of experience in
developing cultural resources management strategies
and leading the implementation of cultural inventories, evaluations, effects analysis, and preparation of
mitigation documents. He meets the Secretary of the
Interior's Professional Qualification Standards for
Architectural History and History.

Appendix A:

Financial Capacity

FINANCIAL CAPACITY
PlaceWorks is financially stable and has sufficient capacity, staff, and resources to successfully complete the project on -time and on-budget. PlaceWorks has never fi led bankruptcy and is in good financial standing.

This page intentionally left blank.

Appendix B:

Disclosure

DISCLOSURE
PlaceWorks has no financial, business or other relationship with the City of Costa Mesa, landowners or developers that may have an impact upon the outcome of this project. We have no current clients who may have a financial interest in the outcome of this contract.

This page intentionally left blank.

Appendix C:

Professional Service Agreement

SAMPLE PROFESSIONAL SERVICE

AGREEMENT
Our proposed agreement changes are shown belo w (additions in red, underlined):

6.9. Indemnification and Hold Harmless . Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against t he City, its elected officials, officers, agents and employees arising out of the negligent performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, e rrors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the negligence of the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.13. Ownership of Documents. All findings, reports, documents, information and data inclu din g,
but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City once payment has been received by Consultant . Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and a ny use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any f orm, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

This page intentionally left blank.

Appendix D:

Forms
PlaceWorks
Karen Gulley
Managing Principal, Design [email protected]
714.966.9220 ext. 2347 N/A
Henry Bultman
Marketing Manager
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
[email protected]
N/A
X
510.848.3815 ext. 3350
X
x
Brian Judd Chief Operating Officer, VP
Charlie Knox
Dwayne Mears
Joanna Jansen
Karen Gulley
Keith McCann
Mark Teague
Principal
Principal, Schools
Managing Principal, Planning
Managing Principal, Design
CEO/CFO, Board Chairman
Managing Principal, Environmental
Randy Jackson President (Ex-officio Board Member)
714.966.9220 ext. 2330
510.848.3815 ext. 3310
714.966.9220 ext. 2316
510.848.3815 ext. 3318
714.966.9220 ext. 2347
714.966.9220 ext. 2367
916.245.7500 ext. 2730
714.966.9220 ext. 2312

95.2975827
N/A
N/A
7/7/23
Karen Gulley
X
None
PlaceWorks
S Corporation
3 MacArthur Place, Suite 1100, Santa Ana, CA 92707
www.placeworks.com
X

95.2975827
8:00am-5:00pm, Monday-Friday
48 years
[email protected]
714.966.9220 ext. 2347 714.390.4956
Henry Bultman
510.848.3815 ext. 3350
[email protected]
415.572.6995
Kara Kosel
714.966.9220 ext. 2338 949.322.5683
[email protected]
Karen Gulley
714.966.9220 ext. 2347 714.390.4956
[email protected]
Holidays: New Year's Day, MLK Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, Day After Thanksgiving,
Christmas Day. Closed Hours: all day, Saturday and Sunday 13 years
Justina Willkom, Planning Director, Community Development City of Tustin
300 Centennial Way, Tustin, CA 92780
PlaceWorks completed the Marine Corps Air Station (MCAS) Tustin Specific Plan in 1999 and an amendment in 2013, as well as a supplemental EIR for the specific plan amendment. The amended Specific Plan focuses on new zoning for key planning areas and creates new design guidelines to address the development that has occurred since the adoption of the original Plan.

City of San Diego
Jimmy Ayala, Division President, TriPointe Homes
$900,000
858.794.2579
Telephone Number: 714.573.3115
PlaceWorks prepared the Southwest Village Specific Plan to create a mixed-use near a future transit stop in the southernmost portion of San Diego.
202 C Street, San Diego, CA 92101
City of San Bernardino
909.384.7272 x3330
David Murray, Principal Planner
290 North D Street, San Bernardino, CA 92401
PlaceWorks is currently completing the San Bernardino Downtown Specific Plan for the City of San Bernardino. The center of the plan is the reconstruction of the dormant and city-owned Carousel Mall site into a vibrant, mixed-use anchor. Additionally, the Downtown Specific Plan will include a new zoning code for downtown, with streetscape standards, allowable land uses, a form-based code, and a process for expedited project review. $280,000
[email protected]
[email protected]
(now with the City of Riverside)
$500,000
[email protected]
7/7/23
PlaceWorks

3 MacArthur Place, Suite 1100
Santa Ana, California 92707
t 714.966.9220
www.placeworks.com
ORANGE COUNTY • BAY AREA • SACRAMENTO • CENTRAL COAST • LOS ANGELES • INLAND EMPIRE

EXHIBIT C

COST PROPOSAL

PlaceWorks’ Cost Proposal

COST PROPOSAL
The estimated cost to complete the scope of work described in this proposal is $2,236,253 (which includes a 10% contingency).

We are flexible regarding project costs and associated scope and hope that you will not eliminate us from consideration on the basis of cost alone.

The billing rates for each team member are included in the cost table.

PlaceWorks bills for its work on a time -and-materials basis with monthly invoices.

Assumptions
Our scope includes assumptions related to the City’s role . Below are additional assumptions related to the cost estimate:
 Our cost estimate includes the bi-weekly meetings as shown in Task 1, which will be led by the Project Manager and attended by other team members on an as-needed basis. There is also time in Task 1 associated with meeting preparation and summaries. We anticipate additional meetings with the state and city that may or may not occur during our bi-weekly meetings.
 Outreach meetings will be attended by our Principal-in-Charge, Project Manager, and supporting staff based on the contents and type of engagement planned.
 All deliverables will be submitted to Costa Mesa in electronic (PDF) format, except for printed copies where assumed in the tasks.
 The level of effort for each task is generally related to the number of hours for each task listed in the budget spreadsheet. PlaceWorks may reallocate hours between tasks if individual tasks are completed in less time than anticipated.
 All deliverables will include a draft and then a final version, unless a different number of deliverables is stated in the scope of work.
 City comments on the Administrative Draft EIR are provided electronically in one consolidated set of comments, and will not require new analysis or technical studies.  City comments on the Screencheck Draft EIR will be focused on typographical errors, formatting, and other minor edits only.
 The RFP did not mention the Findings of Fact and Overriding Considerations that are essential to certification of an EIR. We included preparation of Findings in our scope and budget, and can easily remove them from the task if the City will prepare them.
 PlaceWorks will inform the City if a request is out of scope. No work on the request will commence until the City has approved the scope change and budget.

Optional Tasks
This proposal includes the following optional tasks. Costs for these tasks are not included in the cost table :

Task Cost
Community Site Tour $10,000
Detailed Alternatives Analysis for Traffic/VMT
 VMT Forecasts $17,830
 Traffic Operations Analysis & Improvements $39,160
 Parking Forecasts $3,880
 Multimodal Transportation Analysis $5,380
 EIR Transportation Metrics $9,415
Tree Survey $15,000
Arborist Assessment Report $7,750

TABLE 1 COST ESTIMATE

Karen Gulley Suzanne
Schwab
Molly
Mendoza
Randy
Jackson
Alan
Loomis GIS
Steve
Gunnells
Cory
Whitter
Nicole
Vermilion
Marianna
Zimmerma
Jasmine
Osman
Enviro
Planner
Enviro
Planner Enviro Planner GRAPHICS TECH.

EDITOR
WP/
CLERICAL Gensler Fehr & Peers Fuscoe ECORP Developer's
Research E4
Principal-in-
Charge
Project
Manager
Assistant
PM
Land Use
Planning
Design
Standards
Market
Study
Market
Study
Principal-
in-Charge
Project
Manager
Assistant
Project
Manager III II I
Hourly Rate: $260 $245 $175 $295 $255 $155 $155 $245 $170 $255 $230 $200 $190 $175 $165 $175 $135 $130 TASK 1. Kickoff and Project Management

1.1 Project Kick-off Meeting 8 10 20 10 2 2 4 8 8 72 $16,460 7,000 2,700 1,500 0 0 0 $1,120 $12,320 $28,780

1.2 Bi-weekly Project Meetings 60 100 48 60 40 308 $73,000 10,000 11,520 7,500 14,985 12,000 0 $5,601 $61,606 $134,606

1.3 Day-to-Day Project Management 100 48 40 40 228 $50,100 0 0 0 0 0 0 $0 $0 $50,100 Task 1. Subtotal 68 210 116 10 0 2 2 4 0 68 88 40 0 0 0 0 0 0 608 $139,560 $17,000 $14,220 $9,000 $14,985 $12,000 $0 $6,721 $73,926 $213,486 TASK 2. Community Visioning and Engagement

2.1 Project Branding and Style Guide 2 12 4 60 78 $14,660 0 0 0 0 0 0 $0 $0 $14,660

2.2 Website 16 20 40 12 88 $15,720 0 0 0 0 0 0 $0 $0 $15,720

2.3 Community Workshops and Pop-ups 60 80 80 40 32 292 $60,840 50,000 0 0 0 0 0 $5,000 $55,000 $115,840

2.4 Vision and Guiding Principles 8 16 8 30 8 70 $13,450 0 9,230 0 0 0 0 $923 $10,153 $23,603

2.5 Round Tables/ Stakeholder Interviews 20 40 60 8 40 20 8 2 198 $40,630 0 0 0 0 0 0 $0 $0 $40,630

2.6 Outreach Materials, Survey and Social Media 20 40 40 20 120 $21,600 0 3,043 0 0 0 0 $304 $3,347 $24,947

2.7 Commission/ Council Study Sessions 8 10 10 28 $6,280 0 0 0 0 0 0 $0 $0 $6,280 Task 2. Subtotal 98 194 222 8 0 0 190 20 32 0 0 0 0 0 0 108 2 0 874 $173,180 $50,000 $12,273 $0 $0 $0 $0 $6,227 $68,500 $241,680 TASK 3. Market Feasibility

3.1 Market Demand and Economic Feasibility Analysis 10 20 20 40 100 100 20 10 10 330 $64,850 75,000 0 6,500 0 10,000 0 $9,150 $100,650 $165,500 Task 3. Subtotal 10 20 20 0 0 40 0 100 100 0 0 0 0 0 0 20 10 10 330 $64,850 $75,000 $0 $6,500 $0 $10,000 $0 $9,150 $100,650 $165,500 TASK 4. Comprehensive Existing Conditions Report

4.1 Compile Working Bibliography 40 4 12 56 $9,100 0 0 12,500 15,215 0 0 $2,772 $30,487 $39,587

4.2 Create StoryMap Content 8 32 60 40 40 60 240 $45,920 0 0 0 0 0 0 $0 $0 $45,920

4.3 Summary Memorandum of Key Findings 8 16 8 8 24 24 88 $17,640 0 0 0 0 0 0 $0 $0 $17,640

4.4 Infrastructure and Utility Assessments 4 16 20 $3,600 0 21,780 0 0 0 5,500 $2,728 $30,008 $33,608 Task 4. Subtotal 8 40 76 0 0 40 0 0 0 8 8 72 0 92 0 60 0 0 404 $76,260 $0 $21,780 $12,500 $15,215 $0 $5,500 $5,500 $60,495 $136,755 TASK 5. Water Supply Assessment

5.1 Water Supply Assessment 2 2 $490 0 0 13,500 0 0 0 $1,350 $14, 850 $15,340 Task 5. Subtotal 0 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 $490 $0 $0 $13,500 $0 $0 $0 $1,350 $14,850 $15,340 TASK 6. Land Use Concept Alternatives and Analysis

6.1 Land Use Alternatives and Analysis 60 60 100 60 12 16 80 16 404 $86,240 150,000 114,375 5,500 0 36,000 2,000 $30,788 $338,663 $424,903 Task 6. Subtotal 60 60 100 60 12 16 80 0 0 0 0 0 0 0 0 16 0 0 404 $86,240 $150,000 $114,375 $5,500 $0 $36,000 $2,000 $30,788 $338,663 $424,903 TASK 7. Administrative Draft Specific Plan and Focused Studies

7.1 Finalize Preferred Plan 40 60 40 32 16 188 $39,540 25,000 0 7,500 0 20,000 0 $5,250 $57,750 $97,290

7.2 Draft Specific Plan 80 160 160 30 100 20 40 20 10 4 624 $128,220 30,000 0 0 0 0 2,500 $3,250 $35,750 $163,970 Task 7. Subtotal 120 220 200 0 30 32 116 20 40 0 0 0 0 0 0 20 10 4 812 $167,760 $55,000 $0 $7,500 $0 $20,000 $2,500 $8,500 $93,500 $261,260 TASK 8. Public Review Draft Specific Plan

8.1 Public Review Draft Specific Plan 32 60 80 16 8 34 16 10 4 260 $52,280 10,000 0 0 0 0 0 $1,000 $11,000 $63,280 Task 8. Subtotal 32 60 80 0 16 8 34 0 0 0 0 0 0 0 0 16 10 4 260 $52,280 $10,000 $0 $0 $0 $0 $0 $1,000 $11,000 $63,280 TASK 9. Environmental Review pursuant to CEQA

9.1 Notice of Preparation & Scoping Meeting 2 8 24 6 8 16 64 $11,360 0 0 0 0 0 0 $0 $0 $11,360

9.2 Annotated EIR Outline 8 16 8 4 36 $7,860 0 0 0 0 0 0 $0 $0 $7,860 Task 9 Subtotal 0 0 0 0 0 0 0 0 0 10 24 32 0 0 0 6 12 16 100 $19,220 $0 $0 $0 $0 $0 $0 $0 $0 $19,220 TASK 10. Program EIR - Admin Draft and Technical Studies

10.1 Administrative Draft EIR 45 80 60 100 240 24 40 24 613 $115,595 0 1,810 0 0 0 0 $181 $1,991 $117,586

10.2 Technical Studies 0 $0 $0 $0 $0

10.2.1 Air Quality/GHG/Energy (PlaceWorks) 34 5 146 4 189.25 $38,268 0 0 0 0 0 0 $0 $0 $38,268

10.2.2 Biological Resources (Ecorp) 8 8 $1,520 0 0 0 40,780 0 0 $4,078 $44,858 $46,378

10.2.3 Cultural Resources (Ecorp) 8 8 16 $3,120 0 0 0 18,450 0 0 $1,845 $20,295 $23,415

10.2.4 Construction Health Risk Assessment 14 48 62 $12,340 0 0 0 0 0 0 $0 $0 $12,340

10.2.5 Noise (Ecorp) 8 8 $1,520 0 0 0 19,989 0 0 $1,999 $21,988 $23,508

10.2.6 Traffic (Fehr & Peers) 4 4 4 16 28 $5,780 0 27,245 0 0 0 0 $2,725 $29, 970 $35,750

10.2.7 Utilities & Technical Infrastructure (FUSCOE) 4 24 28 $5,000 0 0 15,000 0 0 0 $1,500 $16,500 $21,500

10.3 Draft Mitigation Monitoring & Reporting Program 4 12 16 $3,020 0 0 0 0 0 0 $0 $0 $3,020 Task 10. Subtotal 0 0 0 0 0 0 0 0 0 83 107 76 334.25 276 4 24 40 24 968.25 $186,163 $0 $29,055 $15,000 $79,219 $0 $0 $12,328 $135,602 $321,765 TASK 11. Draft Program EIR - Public Review Draft

11.1 Public Draft Program EIR 8 16 16 40 60 8 16 164 $30,500 0 0 0 0 0 0 $0 $0 $30,500

11.2 List of Commenting Agencies 8 4 12 $1,920 0 0 0 0 0 0 $0 $0 $1,920

11.3 Bracketed Comment letters 8 24 4 36 $6,320 0 0 0 0 0 0 $0 $0 $6,320 Task 11. Subtotal 0 0 0 0 0 0 0 0 0 8 16 24 40 92 0 8 0 24 212 $38,740 $0 $0 $0 $0 $0 $0 $0 $0 $38,740 TASK 12. Response to Comments and Administrative Final Program EIR

12.1 Administrative Final EIR 16 20 20 40 2 24 25 147 $27,120 0 2,950 5,250 0 0 0 $820 $9,020 $36,140

12.2 Final Program EIR 8 8 8 15 39 $7,430 0 0 0 0 0 0 $0 $0 $7,430

12.3 Findings of Fact 16 45 61 $11,075 $0 $0 $11,075

12.4 Final Mitigation Monitoring & Reporting Program 4 8 12 $2,320 0 0 0 0 0 0 $0 $0 $2,320 Task 12. Subtotal 0 0 0 0 0 0 0 0 0 24 28 48 48 45 0 2 24 40 259 $47,945 $0 $2,950 $5,250 $0 $0 $0 $820 $9,020 $56,965 TASK 13. Public Hearings and Final Specific Plan and Program EIR

13.1 Public Hearings and Final Specific Plan 12 6 16 16 16 16 4 86 $18,330 0 3,820 0 0 0 0 $382 $4,202 $22,532 Task 13. Subtotal 12 6 16 0 0 0 16 0 0 16 16 0 0 0 0 4 0 0 86 $18,330 $0 $3,820 $0 $0 $0 $0 $382 $4,202 $22,532 Labor Hours Total 408 812 830 78 58 138 438 144 172 217 287 292 422.25 505 4 284 108 122 5319.25 Labor Dollars Total $106,080 $198,940 $145,250 $23,010 $14,790 $21,390 $67,890 $35,280 $29,240 $55,335 $66,010 $58,400 $80,228 $88,375 $660 $49,700 $14,580 $15,860 $1,071,018 $357,000 $198,473 $74,750 $109,419 $78,000 $10,000 $82,766 $910,408 $1,981,426 PlaceWorks Percent of Total Labor 8% 15% 16% 1% 1% 3% 8% 3% 3% 4% 5% 5% 8% 9% 0% 5% 2% 2%

EXPENSES
PlaceWorks Reimbursable Expenses $45,200
Subconsultants' Reimbursable Expenses $11,484
EXPENSES TOTAL $56,684
GRAND TOTAL $2,038,110
$198,143
GRAND TOTAL (w/ contingency) $2,236,253
Total Task
Budget
PlaceWorks
Hours
PlaceWorks
Total

SUBCONSULTANTS
Design and
Adaptive Reuse Infrastructure Bio/Cultural
10%
Subconsultant
Markup
Land
Development Utilities
10% Contingency
Mobility and
Traffic
Planner/
Designer

PLACEWORKS
Subconsultant
Total

EXHIBIT D

CITY COUNCIL POLICY 100-5

CITY OF COSTA MESA, CALIFORNIA

COUNCIL POLICY

BACKGROUND

Under the Federal Drug-Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees of Federal funds must certify that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub-grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace.

PURPOSE

It is the purpose of this Policy to:

1. Clearly state the City of Costa Mesa’s commitment to a drug-free society.

2. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace.

POLICY

The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds.

1. Contractor or Sub-grantee hereby certifies that it will provide a drug-free workplace by:

A. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor’s and/or sub-grantee’s workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition;

B. Establishing a Drug-Free Awareness Program to inform employees about:

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

1 of 3

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

2 of 3

1. The dangers of drug abuse in the workplace;

2. Contractor’s and/or sub-grantee’s policy of maintaining a drug-free workplace;

3. Any available drug counseling, rehabilitation and employee assistance programs; and

4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

C. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A;

D. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will:

1. Abide by the terms of the statement; and

2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction;

E. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction;

F. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted:

1. Taking appropriate personnel action against such an employee, up to and including termination; or

2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency;

SUBJECT

DRUG-FREE WORKPLACE
POLICY
NUMBER
100-5

EFFECTIVE
DATE
8-8-89
PAGE

3 of 3

G. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive.

2. Contractor and/or sub-grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that:

a. Contractor and/or sub-grantee has made a false certification under paragraph 1 above;

b. Contractor and/or sub-grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above;

c. Such number of employees of Contractor and/or sub-grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub-grantee has failed to make a good faith effort to provide a drug-free workplace.

3. Should any contractor and/or sub-grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub-grantee, the contractor and/or sub-grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub-grantee, the contractor and/or sub-grantee shall be eligible for compensation as provided by law.

Costa Mesa City CouncilAugust 1, 2023

Costa Mesa City Council
August 1, 2023