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ATTACHMENT #1
Project Name: Conejo Summit Focused
Environmental Impact Report
SECOND AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF THOUSAND OAKS
AND
ENVIRONMENTAL SCIENCE ASSOCIATES (ESA)
Contract No. 13110-2022
THIS SECOND AMENDMENT to the Agreement for Professional Services entered into between the CITY OF THOUSAND OAKS, a municipal corporation, (hereafter “City”) and ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) (“Consultant”), titled Conejo Summit Focused Environmental Impact Report and dated September 13, 2022, and amended on June 28, 2024 (herein “Contract”), is made this 8th day of April, 2025.
RECITALS
A. Subsection 3(a) of Contract with ESA includes a base cost of $117,950 and additional services of $22,050 for a total not-to-exceed total payment amount of $140,000 to provide professional services in connection with the preparation of the Conejo Summit Focused Environmental Impact Report.
B. Section 5 of the Contract originally was to expire June 30, 2024, but the term was extended in First Amendment to June 30, 2025.
C. City and Consultant desire to expand the Section 2 / Exhibit A Scope of Work Tasks 4 and 5 of the Contract in response to more meetings/meeting time than estimated, more public comments than contemplated, and delays in the Project beyond the control of the consultant while keeping all other terms intact.
D. City and Consultant agree to increase Section 3(a) compensation by $23,400 for the expanded Scope of Work and additional services of $11,600 increasing the total not-to-exceed amount to $175,000.
E. City and Consultant also desire to extend the Section 5 amended term of the Contract by an additional twelve months to June 30, 2026.
F. The amendment adds “Levine Act Compliance” language as new Section 31 to the Contract.
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AGREEMENT TO AMEND
NOW, THEREFORE, the undersigned parties to Contract agree to amend Contract as described below:
Part 1. The following services to be performed by Consultant are added to the Scope of Work listed in Section 2 Scope of Work, Exhibit A-1, attached hereto and incorporated herein, are herby added to the Contract.
a. Section 2 Scope of Work Exhibit A Task 4: amended to provide in-depth responses to the unanticipated number volume of technical comments, which required engaging a greater number of technical experts than originally scoped. Additionally, efforts were undertaken to address inquiries and respond to comments in the lead up to and at the public hearing(s).
b. Section 2 Scope of Work Exhibit A Task 5: amended to include ongoing project management, meetings, teleconferences and coordination to accommodate time extensions and increased involvement of additional staff at both internal and public meetings.
Part 2. The Contract is extended for a period of 12 months and Section 3 is hereby amended to read as follows:
The term of this Agreement is from the date first written above to June 30, 2026, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.
Part 3. The sum of $35,000 is added as compensation to Consultant under the present Contract for the above-described additional services, and Subsection 3(a) of Contract is hereby amended as follows:
(a)Maximum and Rate. The total compensation payable to Consultant by City for the services under this Agreement SHALL NOT EXCEED the sum of $175,000 (herein “not to exceed amount”), and shall be earned as the work progresses on the following basis:
Hourly at the hourly rates and with reimbursement to Consultant for those expenses set forth in Consultant’s Schedule of Fees marked Exhibit “B-1”, attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon Consultant until June 30, 2026, after which any change in said rates and expenses must be approved in writing by City’s Project Manager (City is to be given a 60 days’ notice of any rate increase request), provided the not to exceed amount is the total compensation due Consultant for all work described under this agreement. cdd:410-30\SJK\H:\COMMON\Administration & Special Projects\Contracts-POs-Task Orders\ESA-Shapell-Conejo Summit EIR 2022-70771
Part 4. The Schedule of Fees detailed in Exhibit B of Contract is hereby replaced with Exhibit B-1, attached hereto and incorporated herein.
Part 5. The Contract is to include a new Section 31 and new Exhibit C and is hereby amended to read as follows:
31. LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $500 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.
Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $500 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.
The Levine Act also requires parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $500 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to contracts under $50,000, competitively bid, labor, or personal employment contracts. An agent to the Party/Consultant/Service Provider is prohibited from making any contributions whatsoever during this time period.
In order to assure compliance with these requirements, Party/Consultant/Service Provider has provided the disclosure requirements identified in the Levine Act Disclosure Form, attached as Exhibit "C," incorporated herein by reference, and Party/Consultant/Service Provider verifies by its signature that it has completed Exhibit "C" in compliance of these requirements.
Party/Consultant/Service Provider shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $500 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Contract/Agreement, and for the 12 months following award of this Contract/Agreement. An agent to the Party/Consultant/Service Provider is prohibited from making any contributions cdd:410-30\SJK\H:\COMMON\Administration & Special Projects\Contracts-POs-Task Orders\ESA-Shapell-Conejo Summit EIR 2022-70771
whatsoever during this time period. Where applicable, Party/Consultant/Service Provider shall disclose any post-award campaign contributions prior to seeking an amendment to this Contract/Agreement.
Part 6. All terms used in Part 1, 2, 3, 4, and 5 above shall have the meanings ascribed thereto in Contract. Except as amended in Part 1, 2, 3, 4, and 5 above, all other sections, terms, obligations, duties, clauses, and provisions of Contract shall remain the same.
IN WITNESS WHEREOF, the parties execute this Second Amendment to Contract as of the date set forth above.
ENVIRONMENTAL SCIENCE ASSOCIATES
By: Tom Barnes
Title: Vice President
By: Ruta K. Thomas
Title: Senior Vice President/
Southern California Regional Director
CITY OF THOUSAND OAKS
David Newman, Mayor
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
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APPROVED BY DEPARTMENT HEAD:
Kelvin Parker,
Community Development Director
APPROVED AS TO FORM:
Office of the City Attorney
Patrick Hehir,
Chief Assistant City Attorney
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EXHIBIT A-1
SCOPE OF WORK
Only those Tasks listed below have been amended, all others remain in effect.
The EIR must analyze the impacts of the proposed project pursuant to the California Environmental Quality Act (CEQA), commencing with Section 21000 et seq. of the California Public Resources Code. The EIR must meet the legal requirements of a complete, legally accurate and adequate, unbiased, and objective statement of the direct, indirect, and cumulative impacts of the proposed project. The function of this document will be to provide the community and decisionmakers with accurate information regarding short- and long-term Project impacts.
Task 4 – Prepare and Distribute Final EIR
At the close of the 45-day public review period for the Draft EIR, the Consultant will coordinate with the City to obtain all public comments. The Consultant will review the comments, number and bracket each comment letter received and will meet with the city to discuss issues raised and establish an approach for responding to comments. After consolation regarding the issues raised, the Consultant will prepare a Screencheck Final EIR. The Consultant will organize and summarize the comments received on the Draft EIR and prepare responses to the bracketed comment letters, develop edits to the text of the Draft EIR via a Responses to Comments Chapter, as applicable, and include corrections and staff-initiated changes to the Draft EIR, if necessary. The Draft EIR will not be revised; rather textural changes to the Draft EIR will be identified in the Responses to Comments Chapter in the Final EIR.
The Consultant assumes that the City will compile and transmit all written comments on the Draft EIR throughout the public review period as one unified set of comments following the close of the public review period. The Consultant will prepare a matrix of comments, which will include the comment letter, the comment number within the comment letter, the issue area of the Draft EIR to which it applies, and whether the response will be an individual response or a topical/master response. The Consultant assumes that the applicant’s consultants that prepared the biological assessments and the water supply assessment and the City’s traffic consultant who prepared the traffic technical reports will be available to assist in responding to comments provided on their specific analysis, if needed. Responses that are within this proposal’s Scope of Work and budget consist of explanations, elaboration, or clarification of the data contained in the Draft EIR to provide in-depth responses to technical comments by technical experts and to address any inquiries and respond to comments in the lead up to and at the public hearing(s) with a budgeted effort of up to 118 hours for the Consultant’s technical staff to prepare responses, and an additional 16 hours for the Consultant’s publication staff to produce the Administrative Draft Response to Comments document, and up to 24 hours for the Consultant’s technical staff to provide hearing support. cdd:410-30\SJK\H:\COMMON\Administration & Special Projects\Contracts-POs-Task Orders\ESA-Shapell-Conejo Summit EIR 2022-70771
The Consultant will prepare a Mitigation Monitoring and Reporting Program (MMRP) that describes the required mitigation necessary to avoid or reduce significant impacts, the responsible parties, tasks, and schedule necessary for monitoring mitigation compliance.
Once the City approves the Final EIR, the Consultant will assist the City with distribution of the Final EIR to the appropriate agencies and organizations, including those agencies that commented on the Draft EIR. The Consultant will prepare electronic files for posting of the document to the City’s website and will prepare CDs of the Draft EIR for distribution by the City. The Consultant will prepare a Draft and Final Findings of Fact and the Statement of Overriding Considerations (SOC), if needed. Within 5 days of the Final EIR being certified by the decision-makers, the Consultant will prepare and file the Notice of Determination (NOD) with the County Clerk and State Clearinghouse.
Deliverables
- 1 st Screencheck Final EIR for Review
- 2 nd Screencheck (Proof-Check) Final EIR for City Review - Final EIR for Public Distribution (electronic files, 5 hard copies) - Submittal of MMRP, Findings of Fact and Statement of Overriding Considerations (1 electronic copy in MS Word and PDF formats) - Notice of Completion (electronic files)
- Notice of Determination (electronic files, 1 hard copy) - File Final EIR with the City, Ventura County Clerk, and State Clearninghouse - The Consultant assumes the Applicant will pay the filing fees ($4,123.40 CDFW EIR document filing fee, plus the County Clerk’s processing fee of $50) Task 5 – Management, Meetings/Teleconferences & Coordination The precise number of meetings and the duration and staffing of meetings required to complete the environmental review process cannot be accurately predicted, accordingly the Consultant has assigned a budget allowance for this task. For purposes of establishing a cost estimate the Consultant has assumed biweekly conference calls leading up to publication of the Draft EIR, to provide ongoing project management, meetings/teleconferences and coordination to account for the time extensions and additional involvement of extraneous staff at internal and public meetings. In addition, throughout the process, coordination with the City staff will be required for technical input to the EIR and to address questions or comments. Task 5 includes up to 84 hours for the Consultant’s staff to provide project management.
Schedule
The table below outlines the expected timeline for completing the EIR, based on when Consultant or City, as appliable, receives materials to begin said task and/or received authorization to proceed. To ensure the schedule remains on track, it is critical that the Project Description, once drafted prior to issuance of the NOP, remains substantially unchanged throughout the process.
The Consultant Project Team will commit the resources to ensure preparation of the EIR cdd:410-30\SJK\H:\COMMON\Administration & Special Projects\Contracts-POs-Task Orders\ESA-Shapell-Conejo Summit EIR 2022-70771
and related environmental documents by the Consultant within the specified timeframe.
However, in the event that changes to the Project Description occur, new Project information is provided, changes in technical reports based on new information, comments greatly exceed anticipated levels, or if changes in the scope occur, the schedule would be affected. The Consultant will notify the City at the earliest point possible if issues arise with the potential to affect the Project schedule.
SCHEDULE
Task Description Timeframe
Prepare Initial Study/Notice of Preparation 2 weeks
City review Initial Study/Notice of Preparation 2 weeks Distribute notice of Preparation
30-Day CEQA review period 4 weeks
Prepare Draft EIR 8 weeks
City review of Draft EIR 2 weeks
Revise and Prepare Screencheck EIR 2 weeks
City review of Screencheck EIR 2 weeks
Revise and Distribute Public Review Draft EIR 2 weeks
45-Day CEQA revie period 6 weeks
Prepare/Review/Complete Final EIR 4 weeks
City review of Screencheck EIR 2 weeks
Overall EIR Schedule up to public hearings 9 months
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EXHIBIT B-1
SCHEDULE OF FEES
Cost
The total compensation payable to Consultant for services under this Agreement SHALL NOT EXCEED the sum of $175,000. Project billing will be per the following narrative / schedule.
Based on the Consultant’s understanding of the Project and the Scope of Work provided, the Consultant prepared the following estimated cost proposal to prepare the EIR and associated documentation. The Consultant reserves the right to transfer fees among line items, as budget flexibility is needed to respond to shifts in effort that invariably occur due to unexpected circumstances. Should the need arise for additional professional services beyond those set forth in the Scope of Work (Exhibit A as amended by Exhibit A-1) due to changes in the process or the regulatory environment, the Consultant will requests written authorization from the City to proceed prior to the initiation of the additional services. Costs are not to exceed the estimate below as long as items contained within this Scope of Work do not substantially change.
PERSONNEL COMPENSATION
Classification Hourly Rate
Director II $245
Principal Consultant II $225
Senior Consultant III $220
Managing Associate III $220
Managing Associate II $205
Senior Associate III $170
Associate II $135
Associate I $115
Project Technician III $130
Project Technician II $110
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Original Estimated Cost Proposal
Amended Additive Estimated Cost Proposal
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MISCELLANEOUS COMPENSATION
Additional staff levels and types of reimbursable expenses may be added to meet the needs of the Project; however, the additional items shall not exceed the total cost of the agreement.
Factors triggering an increase in the scope of services and fee may include, but are not necessarily limited to: modifications in the Project after the Project Description has been drafted; changes to technical reports, changes in approved projects used for the cumulative impact analysis after work has been completed; more team or City comments than estimated; more meetings/meeting time than estimated; more public comments than contemplated; production of additional documents; or significant delays in the Project beyond the control of the Consultant.
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