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Agreement with Placeworks, Inc.

Orange City Council
July 22, 2025

Document
Agreement with Placeworks, Inc.
Meeting
July 22, 2025
Body
Orange City Council
Original file
6.2 MB
Text extracted from the city's file for reading and search. Open the original on cityoforange.legistar1.com. That file is the official record.

PROFESSIONAL SERVICES AGREEMENT
[Village at Orange Specific Plan and EIR]

THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of ________________, 2025 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and PLACEWORKS, INC, a California corporation (“Contractor”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are th e subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the busi ness of providing such services and is experienced in performing the work.

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provid ing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Anna Pehoushek, Assistant Community Development Director (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees.

a. Contractor's total compensation for all services performed under this Agreement, shall not exceed ONE MILLION ONE HUNDRED NINETY-ONE THOUSAND SIX HUNDRED NIN ETY DOLLARS and 16/100 ($1,191,690.16) without the prior written authorization of City.

b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.

3. Payment.

a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
2 b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed.

c. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice.

d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.

6. Independent Contractor . At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equi pment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.

3 8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee.

10. Time of Completion . Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work or as otherwise agreed to by and between the representatives of the parties.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time . Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, wh y the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

14. Products of Contractor. The documents, studies, evaluations, asses sments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.

15. Equal Employment Opportunity . During the performance of this Agreement, Contractor agrees as follows:

a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

Such actions shall include, but not be limited to the following: employment, upgrading, demotion 4 or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.

17. Indemnity.

a. To the fullest extent permitted by law , Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:

(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and

(2) Any claim, loss, injury to or death of persons or damage to property caused by any neglect, default, or omission other than a professional act or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, inju ry, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.

5 b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.

c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.

d. The indemniti es set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.

a. Contractor shall carry workers ’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any worker s’ compensation benefits under any City program.

b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ( $1,000,000) per occurrence ; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis.

c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($ 1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis.

d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.

e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability 6 insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.

f. Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.

g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.

h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.

i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in Califo rnia so long as such insurer pos sesses the aforementioned Best rating.

j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.

In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set -off from any sums owed Contractor.

k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.

l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.

7 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.

Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.

City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.

21. Compliance with all Laws/Immigration Laws.

a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement.

b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified p revailing rates of wages to all such workers . The general prevailing wage determinations for c rafts can be located on the web site of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.

c. Contractor represents and warrants that it:

(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and

(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and

8 (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I -9 for each of Contractor’s employees; and

(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I -9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.

d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c.

e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.

f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.

g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City.

h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any wo rk performed which is inconsistent with or in violation of the provisions of this Agree ment shall not be compensated.

9 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally , by e -mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission.

“CONTRACTOR” “CITY”

Placeworks, Inc. City of Orange
3 MacArthur Place, Suite 1100 300 E. Chapman Avenue
Santa Ana, CA 92707 Orange, CA 92866-1591
Attn.: Brian Judd, CEO Attn.: Anna Pehoushek

Telephone: (714) 966-9220 Telephone: (714) 744-7228 E-Mail: [email protected] E-Mail: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.

[Remainder of page intentionally left blank; signatures on next page]

10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.

“CONTRACTOR” “CITY”

PLACEWORKS, INC, a California corporation CITY OF ORANGE, a municipal corporation

*By: By:

Printed Name: Daniel R. Slater, Mayor
Title:

*By: ATTEST:

Printed Name:

Title:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Nathalie Adourian
Senior Assistant City Attorney

*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.

√

IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
"CONTRACTOR'' *CITY"
PLACEWORKS, INC, a California corporation clTY oF oRANGE, a municipal corporation *By: By,
Prin dNa J Daniel R. Slater, Mayore
TitIE: Pre 2t*
* By:

Printed Name:

Title: \.lP Frnanoz
*UIE
Pamela Coleman, City Clerk
APPROVED AS TO FORM:

ATTEST:

Nathalie Adourian
Senior Assistant City AttorneY
City requires the following signature(s) on behalf of the Contractor:
(l) the Chairman ofthe Board, the President or a Vice-President' !!! (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate oflice, please so indicate' Q! The corporate officer named in a corporate resolution as authorized to enter into thii Agreement, A copy of the corporate resolution, certified by the Secretary cl,ose in time to the execution of the Agreement, must be provided to City.
l0

EXHIBIT “A”

SCOPE OF SERVICES

[Beneath this sheet.]
t

SCOPE OF WORK
Consistent with the Scope of Work provided in the RFP, our team would be responsible for the following tasks.

Task 1. Evaluation and Recommendations
Task 1.1 Project Kick-off and Due Diligence
The PlaceWorks Team will lead a project kick-off meeting with City staff, which will be followed by a tour of the study area. We will coordinate with staff on the agenda, meeting materials, and invitees. This will be our first opportunity to establish open lines of communication and set expectations to ensure a successful project.

The kick-off meeting will allow the consultant team and City to:
. Discuss the status of existing businesses on the site and the current or long-term goals of property owners.
o Review any proposed site plans for development within the pro.iect area.
. ldentify any existing issues orconstraints associated with circulation, parking, easements, leases, building
conditions, adjacent uses, etc.
o ldentify opportunities that redevelopment can bring to the site or to the surrounding area.
. Discuss past efforts to plan/obtain entitlements for parts of the site, and why they did not succeed.
. ldentify potential project pitfallsforthis planning effort and establish strategies to address them.
o Walk through the work program and schedule, with a
focus on the public engagement process.
r ldentify available resources and any current or related projects that must be considered (a data needs list will be provided).
. Establish communrcation protocols for the project.

As a part of the project kick-off and due diligence,
Murakawa Communications will develop and provide a
Community 0utreach and Engagement Plan and strategy.

The plan will set the tone for future project engagement, identifying community touch points, communication
channels and outreach best practices.

Deliveroble(s): Meeting summory, including a policy ond post performonce assessment, o dtolt ond linol Community
Outreoch ond Engogement Plon
Task !-2 Bacl<grotinci Data Revte'.,r'
PlaceWorks will collect pertinent documents and materials and review baseline data relevant to the project site (recent and prior planning or economic development efforts). These could include streetscape plans, infrastructure master plans, and other relevant project-specific studles that could affect what would be included in the Specific Plan. PlaceWorks will use GlS-based mapping data to analyze the site and create a base map, which will serve as the basis for creating exhibits in the Specific Plan, ElR, and Zoning Amendment as well as exhibits for public workshops and hearings.

As a part ofthis task Fuscoe will develop:
. Desktop Topographic Map: Create a civil 3d surface from NearMaps LiDAR flown August 2024. The surface will be
utilized to provlde 2 ft. contours for the property available in AutoCAD and GlS. Incorporate GIS sewer, storm drain
J
Proposal Ior Services . PI-ACEWORKS 9
i I] r-t L ----l
r\ CITY oF oRANGE . Vi lage at Orange Specific Plan
i
and any other available utility linework into base map and convert all data into AutocAD and GlS.
. Record Boundary and Constraints Map: A record
boundary and constraints map will be prepared by
researching, compiling, and analyzing exlsting record
survey, mapping, and title report documents. lt is
assumed up to three title reports and their exception
documents will be provided by the Client at no cost to
Fuscoe, The Constraints map will include the depiction of record title encumbrances (constraints) collected for the project site and will provide a helpful tool for future technical studies, phasing, and slte planning
recommendations.

All files and materials will be prepared in a manner to facilitate electronic distribution via e-mail or download.

Deliveroble(s): Bose mop; Bockground review ol existing reports, Existing Conditions Report, ond Constroints Mopping
Task 1.2A lntersection tOS (Optional)
As an optional task, Fehr & Peers will evaluate the
intersection level of service at the six intersections, We will prepare intersection LOS calculations for the exiting
condition and up to three project alternatives in the AM and PM peak hours to understand existing traffic congestion and understand how the project may affect local congestion and vehicle delay. As part of this analysis, we will also evaluate intersection control for any unsignalized or uncontrolled intersections.

A summary ofthe LOS under existing and project
alternatives will be summarized in a technical
memorandum. This will include summary tables and figures that would be intended for the community workshops in
Tasks 4 and 7.
2ptionolTosk 1.2A Deliveroble(s): lntercection Los Tech Memo ond Summory Mops
Task 1.28 Parking Analysis (Optional)
As an optional task, Fehr & Peers will collect parking counts at the Village at Orange. We will work with the City and the project team to identify the parameters of the data
collection, but we have budgeted $10,000 for data
collection and antlcipate collecting existing parking supply and occupancy data on a typical weekday and typlcal
CITYOFORANGE'Vi lage at Orange Specific Plan
weekend. We will map the existing parking supply and
occupancy rates for the Village at Orange.

We will also calculate the parking demand for up to three project alternatives and update the maps to show where
parking supply and demand are expected to change with the project. We will work with the project team to develop
strategies and address parking considerations to be included in the Specific Plan Framework in Task 5.

A summa ry of the parking supply and occupancy under
existing and project alternatives will be summarized in a technical memorandum. This will include summary tables
and figures that would be intended for the community
workshops in Tasks 4 and 7.

OptionolTosk 1.28 Deliveroble(s): Parking Tech Memo ond Sunmoty Mops
Task '1.3 Project Management and Meetings
This task accounts for the ongoing operational and
coordination activities that are essentialfor keeping a project on schedule and within budget. This task includes activities such as prolect start-up, budget, and schedule tracking and ongoing coordination with the City and project team.

This scope and budget assume an estimated time frame of 15 months to conduct community outreach and prepare the Specific Plan and environmental documents. lf the schedule extends beyond this time, a scope revision and budget
augmentation may be required.

Deliverable(s): Biweekly coordinotion ond project teom meetings (assumed vttuolvio Zoom); monthly billing and internal
project monogement.

Task 2. Fiscal and Market Land Use Analysis
(Optional)
Task 2. 1 Market Analysis
For this task, BAE will prepare a high-level summary of market demand for existing and proposed land uses to help inform the development of Specific Plan Alternatives. To help stakeholders make the most informed decisions, BAE proposes to complete the accompanying Fiscal lmpact
Analysis once the two Land Use Alternatives have been
established (as part of Task 5).

Proposalfor Services . PTACEWORKS 10
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For the Market Demand Analysis, BAE will identify the major classes of commercial real estate that are currently
operating in the Planning Area (e.g,, restaurant, retail, service uses, etc.). BAE will summarlze the performance of each sector using metrics such as asking rents, vacancy rates, capitalization rates, lease terms, and net absorption over time. The intent of this market scan is to explore the economic opportunities that new mixed-use and residential projects might have when operating alongside the City's legacy businesses.

The Market Demand Analysis will also provide a high-level overview of the demographic characteristics of local
residents in the trade area, comparing them to a larger benchmark area such as Orange County or other trade area as appropriate. The demographic analysis will include metrics such as population and household growth, household type, income, age distribution, income, and employment. BAE will source demographic data from Esri, a third-party vendor that aggregates and updates demographic and economic
data verified against US Census data.

Ultimately, the market demand analysis will provide a
summary of demand for each of the existing and proposed uses, with the goal of promoting an economically viable and complementary mix of community-serving amenities. BAE
will work with PlaceWorks and City staffto incorporate
these findings into the Land Use Alternatives.

BAE will prepare a screen check draft market analysis report for City review and comment and will identify opportunities and recommendations for the purposes of developing
alternative land use scenarios for the planning area. Upon receiving two consolidated sets of City comments, BAE will prepare a draft and final market analysis.

Deliverable(s): Screencheck, draft, ond final morket onolysis Task 2.2 Fiscal Analysis
BAE will conduct a fiscal impact analysis that provides a detailed estimate of the fiscal impacts to the City assu ming each of the proposed Land Use Alternatives established
under Task 5. A flscal impact model will be prepared to measure the recurring annual fiscal impacts at full project buildout. BAE will estimate the General Fund revenues that the proposed Alternatives would generate for the City on an annual basis, including property tax, sales tax, business clTY OF oRANGE . Village at Orange Specific Plan
license fees, utility user tax, franchise fees, and any other applicable revenues.

BAE will also estimate the annual City General Fund
operating expenditures associated with providing Clty
services, including police, public works, recreation and library services, and general government servlces. The
analysis of operating costs will identifu fixed and variable City service costs to determine the portion of City service costs that would need to increase to maintain current
service levels as the City's population grows. This analysis willfocus on annual operating revenues and expenditures, rather than one-time capital costs.

Ultimately, the results of the Fiscal lmpact Analysis are intended to help the City and other decisionmakers weigh the project's implications for economic development,
ongolng sales tax generation, and other important financial considerations.

BAE will prepare and submit a Draft Fiscal lmpact Analysis Memorandum for review, Following receipt of a single set of consolidated comments on the draft, BAE will make
modifications as needed and prepare a draft for public
revrew,
Deliveroble(s): Fiscol lmpoct Andlysis Memorondum
TASKS 3 AND4: PHASE 1 OUTREACH
Phase 1 ofthe community engagement and outreach will
focus on pro.ject education and information collection. Our team will work with the City to identify stakeholders, which include property owners, business owners, residents, and community members from the City at large who are
interested in supporting new development in the City.

Additionally, the consultant team will identify a boundary for canvasing the local residents. Walking the site and canvasing is an important first step to ensuring a transparent process and reducing misinformation by notifying and involving the direct community at project start. Canvasing will be planned and handled by Murakawa Communications team.

Phase 1 will gather insight from stakeholders and
community members on future opportunities and inform
the community about the lnitial phases of the plan.

Proposalfor Services . PLACEWOR(S 11
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Task 3. Stakeholder Outreach #1
The outreach process begins with a serles of meetings with key stakeholders. Based on our experience with projects of this nature, we recommend a combination of individual and small group meetings to gather the information needed to initiate the planning process, including preparation of land use and circulation alternatives, a draft vision, and guiding principles or framework for the Specific Plan. Stakeholder outreach will include a representative from Murakawa
Communications to help information future outreach
efforts. The stakeholder groups and discussion topics
suggested below will be refined based on the efforts in Task

1..

Orange Mall . Current and long-range plans for
Propefi property and/or buildings
Owners/ . lntent to lease or sell property
Meet lndividually . 15tr.r or barriers to moving forward . Current markettrends
. Discussion of an integrated master plan
for the property
. Other concerns/needs
Orange Mall
Businesses
(combination of
new and old
businesses)/
Meet lndividually
. Why locate at the Orange Mall?
. Describe clientele, synergies with other
busi nesses
. Likes/dislikes about the mall property
. Support or concern about adding
residential
. Other concerns/needs
Nearby
Residents/
Meet as a Group
. Share information about the integrated
planning process
. lnput on addition of residential, open
space, and other new potential uses
. Likes/dislikes of previous plans
. Topics/issues to be addressed in the
Specific Plan
. lnput on "what would you like to see
here/what is important"
Other City
Activists/
Meet as a Group
. Share information about the integrated
planning process
. lnput of addition of residential, open
space, and other new potential uses
. Likes/dislikes of previous plans
. Topics/issues to be addressed in the
Specific Plan
Stakeholder
Groupl
Type of Meeting Types of Questions/Topics of Discussion CITY OF ORANGE . Village at Orange Specific Plan
. lnput on "what would you like to see
here/what is important"
Developers and .

Brokers/
Meet lndividually .
lnput on the market and financial
feasibility for housing
lnput on current market trends for retail
and experience-oriented shopping
centers
What's missing on Tustin Street
General vacancy rates, lease rates, etc.

How potential new businesses view the
Orange Mall and what has to change
lnput on the City's policies and
entitlement process
a
a
a
a
PlaceWorks will coordrnate with city staff to identify the stakeholders. Up to 16 meetings are anticipated for this initial effort, Follow-up meetings will be held later in the process. PlaceWorks will prepare the list of questions for each of the groups above for the city's review and comment.

We will prepare materials to share about the project,
schedule, and additional opportunities for engagement.

IVeeting notes will be taken and a high-level meeting
summary will be prepared for submittal to the City.

Deliveroble(s): Stokeholder meeting moteriols and list of questions for each group of stakeholders; Meeting summory for eoch group of stokeholders
Task 4. Community Outreach #1
This task is the first opportunity to launch the project to the general public in the Clty of Orange, lt will be important to approach this first event as a fresh start to the long-range, comprehensive revitalization of the Orange tVall.

Differences from the unsuccessful Tustin Street corridor plan will need to be pointed out. ln accordance with our lAP2 training, we will work closely with staff to focus on what the community can provide meaningful input on.
t:
ln advance of a community workshop, and for a time after, PlaceWorks will run an online community survey. The survey will provide background information on the status of the Orange [t/all, along with a summary of the desired plans for the future. The purpose of the survey will be to solicit input Stakeholder
Gtoug/
Type of Meeting Types of Questions/Topics of Discussion Proposal forServices . PTACEWORKS 12
on the potential range of future uses on the site (based on the market analysis) and ask questions about desired
amenities, access, and open space/parks. The survey will also give the project team an opportunity to build an e-blast database for future communications.

For the survey, we recommend using Social Pinpoint-a
versatile online engagement tool that offers multiple activity formats, such as maps, forms, surveys, and comment pages, When used for a survey, Social Pinpoint provides data in analogue and snapshot form, making it digestible as well as editable for creating additional graphics and summaries.

Social Pinpoint may also act as the project landing page, allowing people to review information from previous
workshops and events, learn more about the project, and stay up to date on later efforts.

Tasl< 4.2 Community Workshop
The PlaceWorks, along with Murakawa Communications,
team will coordinate with the City on a public workshop to kick off the outreach with the community. The first public workshop is essential for sening the tone for future
engagement and the project. The primary focuses for
Workshop 1 are providing key project and plan information and background, and collecting input on existing
opportunities, challenges, and ideas for the plan area.

PlaceWorks recommends an Open House format for
Workshop 1, allowing community members to come at their leisure, and learn and share ideas in an inviting and
comfortable atmosphere. lt is also recommended that we
cast a citywide net for invitees to the workshop-planning is best done when we hear from both adlacent neighbors and the broader community. By bringing in a range of
perspectives from the community we will get better input and be able to focus on core issues more succinctly. Activity ideas for the open house include:
. Stations with information boards on key topics such as residential product opportunities, public and open space uses, new commercial uses, vision ideas, and examples of similar mall redevelopment projects.
. Background maps and information on the site, such as
ownership and remaining leases, expected areas of
change, surrounding uses.

CITY OF ORANGE . Village at Orange Specific Plan
r Handouts and fact sheets with information on the project and process, objectives of the City, objectives of property owners, results of market analysis, input needed from the public, how this differs from past efforts.
. A QR code that allows community members to sign up for updates and download digital versions ofthe materials.

Attendance by the community is key to the success of the workshop; PlaceWorks will create flyers for social media, email blasts, and print to be shared at least three weeks in advance of the workshop.

Deliveroble(s): Preporction of Workshop Moteriols: flyers ond odvertisements, workshop boords ond octivities ond hondouts; Droft ond linol survey lor launch; Summory ol swvey doto ond ollleedbock lron Phose 7 oJ community outreoch.

Task 5. Specific Plan Land Use Alternatives and
Framework
Drawing upon community feedback, the market analysis,
property owner input, and guidance from the City, the
PlaceWorks team will create a series of two land use
concepts that will include: 1) an urban design strategy diagram; 2) a range of residential, commercial, open space, and public realm amenitjes; 3) a future street network with pedestrian and bicycle facilities; 4) a parking strategy; and 5) building form. We anticipate several meetings wlth the
property owners and the City during this task. We will work with any existing site plans they may have already prepared for their properties and find the best ways to integrate and improve them based on the larger objectives for the project The PlaceWorks team regularly works with property
owners/developers to create or improve plans prepared by others whlle still achieving the desired development
program. The key to this task ls to create alternative ways to achieve the desired objectives for a mixed-use environment This informs the Preferred Plan and the balance between flexibility and control needed ln the Specific Plan.

The development capacity of each alternative will be
documented, with projected population, jobs, and potential tax revenue (if Task 2 is part of the final work program). The alternatives will be depicted in plan view, with example photos and analogs. To support the alternatives, a Draft Vision Statement and Guiding Principles will be prepared, Proposalfor Services . PTACEWORKS 13
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with documentation on how each alternative meets the
City's ob.jectives.

In addition to the alternatives, a surrounding Framework Concept will be prepared in a series of diagrams for public review and comment in an upcoming community workshop.

The purpose of the Framework Concept is to illustrate the larger context of the mall property, identifying potential improvements and greater connectivity to nearby uses and neighborhoods. The Framework Concept diagrams will
include a conceptual design of streetscape improvements along Tustin Street based on an analysis of existing
conditions; 2) areas of transition and interface, connections to other activity nodes, and nearby opportunities for infill; and 3) existing and potential opportunities for multimodal improvements tofrom the project area.

As a part of this task, Fehr & Peers will provide input to the project team on the Specific Plan Framework. They will
develop strategies for addressing the Tustin Street interface and multi-modal circulation network design and for
considering transportation infrastructure in the streetscape framework (streetlights, sidewalk widths, bus shelters, signage, median improvements).

As a part of this task, in collaboration with PlaceWorks and City staff, Fuscoe will evaluate up to three different land use plans to support the redevelopment goals for the property.

For each alternative, Fuscoe will develop proposed water and sewer demands for comparison with each other and
existing conditions. Fuscoe will qualitatively evaluate potential impacts to infrastructure systems and summarize them in a matrix. The evaluation will factor in the most current lntegral site plan for the former JCPenney building.

Finally, this task will include drafting a preliminary annotated outline for the Specific Pla n and the design template for the document.

Deliveroble(s): 2 Lond Use ond Circulation Alternotives; Fromework Concept Diograms; Droft Specific Plon Outline; ond Document Templote
TASKS 6 AND 7: PHASE 2 OUTREACH
Phase 2 of Community Outreach will focus on confirming
the vision and collecting feedback on draft plan alternatives, including land use, circulation plans, and open space and recreation plans. Phase 2 will include a second round of canvasing and community organizing, The outreach leadlng up to this phase shall inform any collateral shared at this time. The goal of Phase 2 Outreach will be to gain insight from the community to direct the selection or provide minor modlfications for a preferred plan.

Task 6. Stakeholder Outreach #2
This next round of stakeholder engagement will take the form of a single combined meeting of the groups identified in Task 3. The purpose of this meeting will be to present and discuss the land use and circulation alternatives for the project area and the Framework Concept Diagrams. We will also take the opportunity to summarize the comments from the first community workshop and the survey.

This meeting will be facilitated to solicit input on the key design ideas and how well those ideas address (or don't) the main objectives for the project or issues of concern. During the discussion, our team will be prepared to sketch
modifications or new ideas raised by the group. Though
100 percent consensus in the group on the varlous topics of discussion would be unlikely, we can expect to reach
different degrees of consensus. The "degrees of consensus" is a tool that we often use when working with groups or committees because it allows for different types of support.

The results of the meeting will be documented, including any refinements to the alternatives. This information will inform the Preferred Plan.

Deliveroble(s): Presentotion, Moteriols/Bootds Ior the Meeting, Meeting Agendo, Meeting Summory
Task 7. Community Outreach #2
Community Outreach Event 2 will be held following
preparation of the land use alternatives, existing conditions studies, and concept plans. PlaceWorks recommends one of two approaches for the second workshop.
o Option A: Open House. Workshop 2 in an open house
format allows community members and stakeholders to
engage with new information in a casual setting that
facilitates more opportunities for one-on-one discussion, The open house would offer multiple stations of new
project information, each facilitated by a project team member.

Proposalfor Services . PTACEWORKS 14
CITY Ot ORANGE . Village at Orange Specific Plan
. Option B: Series of local roundtables with community
groups, homeowners adjacent to the site, and the Iarger Orange community. The roundtables will focus on the
draft plan alternatives and concepts. The roundtables will be smaller environments, which creates a feeling of one- on-one discussion and may encourage people to
participate.

Attendance and participation by the community is key to the success of the workshop. PlaceWorks will create flyers for social media, email blasts, and print to be shared at least three weeks in advance of the workshop, For the roundtable format, the project team will identify up to 6 (six)groups and coordinate with a representative to schedule a
roundtable meeting.

At the completion of Outreach Phase 2 a summary of all
events and input or feedback received at the events will be compiled and shared in a report format. The input collected from stakeholders and the greater community will help to inform the development of the draft specific plan.

Deliveroble(s): Preporotion of workshop moteriols, including flyers ond odvertisements, workshop boords ond dctivities, ond hondouts; Summory of ollleedbock received during
Phose 2 ol community outreoch.

Task 8. Draft Specific Plan
Task 8.1 Draft Preferred Plan
Following the second round of outreach to stakeholders and the broader public, the PlaceWorks team will meet with the City team to discuss the elements of the Preferred Plan. We will structure and facilitate a 2- to 3-hour working session to determine the plan's direction. lf follow-up conversations are necessary with others, we will ensure they happen.

PlaceWorks will then prepare the Draft Preferred Plan for review by the City and others as determined. The Preferred Plan will include a buildout summary, land use designations, and project description. A key effort during this process will be to identify the appropriate location and integration of housing into the site.

At this point in the process, it is common to take the Draft Preferred PIan and Project Description to the City Councilfor review before initiating the Specific Plan and the ElR. Our budget for this task assumes our participation in one City Council hearing and presentation preparation time. Any
CIW OF ORANGE . Village at orange Specific Plan
minor changes to the Draft Preferred Plan will be made, and the final Preferred Plan will be distributed to the team. - ,rsk i.2 u'elrar.1"r:i)r ,rt -:r€ .:,:e(rrr.. , .,,
PlaceWorks will create a user-friendly Specific Plan
document that will contain graphics, diagrams, tables, and text to convey necessary information in a way that is easy to understand. The format will be visually rich, based on the approved template. The plan will provide reasonable
flexlbility for the property owners while providing the "guard rails" to ensure the quality, form, and community benefits are achieved. The plan must also account for and enable incremental change over time, while ensuring that
remaining businesses remain conveniently accessible to the public. The Specific Plan will be prepared in accordance with the California Government Code and may contain the
following sections and contents.

Chapter 1, lntroduction and Development Setting. The
lntroduction wlll contain a brief overview of the history of the Village at Orange Mall; the purpose of the Specific Plan; a discussion of the major environmental, economic, and
land use and site planning issues; a summary of how the project responds to these key issues; a discussion of the plan's consistency with the General Plan, Zoning Code, and surrounding land usesj a description of the preparation process and public participation; and a discussion ofthe document's organization.

Chapter 2. Vision and Guiding Principles. This chapter will describe the Vision for the area in terms of physical
development, uses and activities, connectivity to the
neighborhoods and other activity centers, and how it will serve the local and broader community. The Guid ing
Principles prepared in Task 5 will describe how the site plan, mix of uses, design and landscape concepts, and
development regulations achieve the vision. This chapter aiso sets forth the key features of urban design and
placemaking elements for the Village at 0range.

Chapter 3. The Plan. This chapter will describe the overall development plan, including the conceptual land use plan, circulation plan, infrastructure plan, grading plan, and landscape concept. Speclflcally, thls chapter will inciude:
. Land Use Plan and Urban Design Vision. This section
contains the land use diagram and text description
Proposalfor Services . PTACEWORKS 15
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establishing the appropriate land use designations for the site. lt will also contain a statistical summary identifying the maxrmum buildout potential. The illustrative drawings prepared in Task 8.1 will be included.
o Circulation Plan. Contains a diagram and text description for the internal vehicular circulation, ingress/egress
points, pedestrian and bicycle circulation, parking areas, and loading. Connectivity to existing/proposed roads or paseos wlll be shown. Any proposed changes to either
N. Tustln Street or Canal Street would also be included.

Nearby transit stops will be shown, along with any off-site street improvements (crosswalks, traffic lights, new bus stops). We will coordinate with the traffic
engineer/design team on the internal roadway cross-
sections and pedestrian pathways.
r Open Space Plan. Describes the open space system,
which is expected to include publicly accessible open
space such as plazas, parks, or event spaces. This will also describe the planned or desired amenities, programming
of activities, etc.
o lnfrastructure Plans. This section contains diagrams and text descriptions for conceptual plans to provide water, sewer, and stormwater services to the site. lt will also describe existing service conditions and planned
improvements to serve the site. 0n-site water quality
management, including any commitments to
environmental sustainability features, will also be
included in this section. As a part ofthis task, Fuscoe will prepare infrastructure and site plan exhibits, as well as review narratives related to infrastructure planning to support the Specific Plan.
o Landscape Concept Plan. PlaceWorks will prepare a
landscape concept plan to complement the Land
Use/Circulation Plan. As noted in the RFP, we willdevelop a plant and tree palette for the site and ad.jacent
roadways. Amenities, such as art and water features, will also be addressed.

Chapter 4. Development and Design Standards. This
chapter will contain customized development standards to facilitate future development for each ofthe properties within the site. The objective is to provide flexibility to adapt to changes in the marketplace over time and ensure that CITYOFORANGE. Village at Orange Specific Plan
desired building capacities and configurations can be
achieved, This section will address and supersede existing development standards in the City's Zoning Code as deemed appropriate to the project. This will include:
r Permitted, prohibited, and conditional land uses.
o Development standards, including maximum
development capacities, height and ground-floor ceiling helght, build{o lines or setbacks, building orientation, location and design of parking areas, provisions for
different types of open spaces, additional objective design standards as needed, signage, and adaptive reuse
standards lf needed.

Chapter 5. Design Guidelines. The Design Guidelines are intended to supplement the Development Standards, where needed. The purpose of this chapter is to provide a flexlble framework that will ensure a high-quality aesthetic and cohesive development throughout the plan area. Design
Guidelines are strongly encouraged but are not mandated provisions of the Specific Plan.

Chapter 6. Administration and lmplementation. This
chapter documents how the plan will be administered by
City staff and the application process for development or renovations. 0pportunities to streamline this process will be explored with staff. The process for interpretations,
amendments, or 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.

Deliveroble(s): Draft Specific Plan (including two rounds of review).

Task 9. CEQA Documentation
The near-term residential project for the 7.81-acre site in the plan area warrants analysis in the CEQA document at a project-level. However, the remainder ofthe plan area has a long-term bulldout and does not include specific pro.lects.

Therefore, the CEQA document will treat the remainder of the plan area at a program level.

Task 9.1 Project lnitiation and Notice of
Preparation
PlaceWorks will participate in a kick-0ff meeting, prepare a defensible Project Description for the ElR, and prepare the Proposalfor Services . PTACEWORKS 15
J-lrv-t ^,
Proposalfor Services . PTACEWORKS 17
CIW OF ORANGE ' Village at Orange Specific Plan
Task 9.4 Final EIR
PlaceWorks will prepare the responses to public comments in coordination with City staff and the technical team, as needed. The estimated budget assumes that no additional basic research will be required to respond to comments- that the comments will be directed at the substance and technical adequacy of the document.

Deliveruble(s) Finol EIR
Task 9.5 Certification Documents
PlaceWorks will prepare a Mitigation Monitoring and
Reporting Program (MMRP), findings and facts in support of findings for each of the significant impacts identified by the Draft ElR, and the statement of overriding considerations for any unavoidable significant impacts that may be identified by the Draft ElR. Within five days after approval of the project by the orange City Council, PlaceWorks will file a Notice of Determination (NOD) with the County Clerk and State Clearinghouse. lt is assumed that the City will be responsible for the CDFW and County filing fees.

Deliverable(s): MMRP, Findings of Foct / Stotenent of Oveffiding considerotions, NOD filing
Task 9.5 Project Management & Meetings (CEQA)
PlaceWorks' CEQA project manager will coordinate closely with City staff to ensure that the EIR delivered to the City is legally defensible, accurate, and useful to decision makers.

The project management task is based on a duration of
approximately 15 months for the ElR.

Deliverable(s): Monthly virtuol meetings, Project Manogement Jot dutdtion of project
Task 9.8 Te€hnicai Stud ies
Task 9.8.1 Air Quality, and GHG Emissions
(PlaceWorks)
PlaceWorks will prepare an air quality and greenhouse gas (GHG) emissions technical analysis consistent with the
current methodology of the South Coast Air Quality
Management District (South Coast AQMD), with project-
level analysis of the JCPenney's site (Phase l) and plan-level analysis of buildout of the Specific Plan at the project horizon year.

Task 9.8.2 Energy (PlaceWorks)
PlaceWorks will quantify the energy use associated with on- road vehicle fuel use, off-road vehicle fuel use, and building t
NoP and dlstribution list. We are not recommending
preparation of an Initial Study to accompany the NoP.

PlaceWorks will assist the City in conducting one public scoping meeting to present the preliminary environmental impacts of the proposed project and to solicit comments regarding the scope and content of the environmental
issues to be addressed in the ElR. Concurrently with
preparation of the N0P, PlaceWorks will support the City with its Assembly Bill (AB) 52 and senate Bill (SB) 18 tribal noticing and consultation process.

Deliverable(s): Prcject description; kick-off meeting ottendonce; project schedule, NOP, filing and disttibution; scoping meeting; NAHC list of Ttibol contocts ond SLF seorch, prepore ond send Tribal Consultotion letters.

Task 9,2 Draft Environmental lmpact Report
PlaceWorks will prepare an Admin Draft EIR that includes all mandatory elements of an EIR in accordance with the CEQA Guidelines. Based on our understanding of the proposed
project, we expect the DEIR to focus on the following
environmental issues: Aesthetics, Air Quality, Energy,
Geology/Soils, Greenhouse Gas Emissions, Hazards and
Hazardous Materials, Hydrology/ Water Quality, Land Use and Planning, Noise, Population/Housing, Public Services, Recreation, Transportation, Tribal Cultural Resources, and Utilities and Service Systems. Other toplcal sections will be addressed and analyzed in "lmpacts Found Not to Be
Significant" at a similar level of detail as an lnitial Study, Our scope is based on the evaluation of up to three alternatives, including the No Project Alternative. For the purposes of this proposal, we assume two rounds of review of the
Administrative Draft EIR by City and legal staff.

Deliverable(s): Adninisttotive Draft EIR (digitol in PDF ond MS Wotd fomots)
Task 9.3 Public Draft EIR
PlaceWorks will prepare the public review Draft ElR, which is the final version of the docu ment, Upon City approval of the Draft EIR as the public draft version, we will prepare a Notice of Availability (NOA), Placeworks will upload the NOA and DEIR to the State Clearinghouse's CEQAnet website. lt is assumed that the City will be responsible for posting the NOA and Draft EIR on the City's website in accordance with AB 819.

Deliveroble(s): NOA, filing and distribution, Public Druft EIR t
energy use. PlaceWorks will also provide an overview and review of the pro.iect's consistency with the Caiifornia Renewables Portfolio Standard Program.

Task 9.8.3 Construction Health Risk Assessment
(Placeworks)
Given the potential for use of large off-road construction equipment during demolition, grading, and building
construction activities and the proximity to off-site sensitive receptors to the project site, PlaceWorks is recommending preparation of a construction HRA, Measures to reduce
construction-related pollutant emissions for future pro.iects will also be considered in the DEIR.

Task 9.8.4 Noise and Vibration (PlaceWorks)
The noise and vibration technical analyses will include a project-level analysis oftheJCPenney's site (Phase l) and plan-level a nalysis of buildout of the Specific Plan at the project horizon year.

Task 9.8.5 Cultural Assessment (HANA)
HANA will identify any cultural resources within and
adjacent to the project area, evaluate the historical
significance of the buildings, offer conclusions, and make appropriate recommendations for cultural resources
compliance, as necessary.

Task 9.8.6 Paleontological Study (HANA)
HANA will identify any potential fossil-bearing soils (and paleontological resources) in the project area, assess the possibility of impacting paleontological resources during project construction, and recommend subsequent courses
of action for paleontological resource compliance.

Task 9.8.7 Phase 0 Transaction Screen Process
Report (HANA)
lf a Phase I has not been conducted for the specific plan site, an initial site assessment is warranted to investigate the historic and current uses ofthe site to verify the presence or absence of recognized environmental conditions.

Task 9.8.8 VMT Memorandum (Fehr & Peers)
Based on Fehr & Peers' preliminary review, the project may be eligible to screen out of a full vehicle miles traveled (VIVT) study because it is in a Transit Priority Area. However, for purposes of this scope, we assume that a full VNiIT assessment will be conducted. The 0range County
Transportation Analysis Model (OCIAM) 5.1 is the most
appropriate tool to estimate VMT in Orange County, and al analysis will be consistent with the City of Orange TIA guidelines. Fehr & Peers will provide a draft and final VMT Memorandum for the City's review.

Task 9.8.9 Water Supply Assessment and
lnfrastructure Assessment (PlaceWorks and Fuscoe)
PlaceWorks assumes that the City does not prepare water supply assessments (WSA); therefore, PlaceWorks will
prepare a WSA in compliance with the requirements of
California SB 610, The WSA will assess whether available water supplies are sufficient to serve the demand generated by the specific plan buildout, Fuscoe wlll evaluate the proposed land use changes compared against the existing drainage, water and sewer systems, provide proposed water and sewer demands, and qualitatively evaluate potential impacts on each of the infrastructure systems.

Deliveroble(s): Technical studies summotized in the Droft EIR; Technicol modeling ond studies included os oppendices
Task 10. Hearings
This task allocates time to make final refinements to prepare the Specific Plan for public hearings if any updates need to be made based on information from the EIR or input
through public revrew. This task also includes time for key project team members to attend Planning Commission and
City Council hearings. Once hearings are complete, time in this task will also be used to finalize the Specific Plan to incorporate decision-maker feedback (small amendments
and/or references)from the Planning Commission and City Councll.

Deliveroble(s): Attendonce at up to 2 Plonning Commission ond up to 2 city Council Heorings; Finol specilic Plon in PDF formo Proposalfor Services . PTACEWORKS 18
CIW OF ORANGE . Village at orange Specific Plan
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CITY OF ORANGE . Village at Orange Specific Plan
Proposal for Services . PTACEWORKS A-52

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