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HomeMy WebLinkAboutC-2130AMENDMENT NO. 8 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 8 ( "Amendment No. 8 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a Division of PBS &J, a Florida Corporation authorized to do business in the State of California, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement "). The Scope of Work is hereby amended to include, without limitation, a change order in the amount of $61,666 for expenses associated with the completion of the Final Environmental Impact Report (FEIR) for the Shops at Santa Anita project. This includes $55,666 for responses to comments raised by the public and additional tasks to finalize the project as identified in attached Notice to Proceed #5. This also includes $6,000 to revise the Specific Plan and Design Guidelines in response to changes made at the April 17, 2007, City Council meeting related to the removal of the Simulcast Center from the proposed project. A total of 20 copies of each document will be provided to the City of Arcadia. It is assumed that all revised graphics will be provided by Caruso Affiliated for use in the above - referenced documents. EIP Associates will provide one screencheck review copy of the Specific Plan and Design Guidelines for approval by the City of Arcadia before printing the 20 copies. In addition, EIP Associates will file a second Notice of Determination on or around May 2, 2007, but no later than May 6, 2007, as requested by the City's legal counsel. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof, the parties have executed this Amendment No. 8 on the date set forth below. [SIGNATURES ON NEXT PAGE] AQ -7 AMENDMENT NO. 7 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 7 ( "Amendment No. 7 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a Division of PBS &J, a Florida Corporation authorized to do business in the State of California, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement'). 1. The Scope of Work is hereby amended to include, without limitation, a change order in the amount of $217,294 for expenses associated with the completion of the Final Environmental Impact Report (FEIR) for the Shops at Santa Anita project. This includes attendance at team meetings and public hearings, responses to comments on the Draft EIR, project management and coordination, and finalization of the Mitigation Monitoring and Reporting Program. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof, the parties have executed this Amendment No. 7 on the date set forth below. [SIGNATURES ON NEXT PAGE] CITY OF ARCADIA EIP ASSOCIATES /PBS &J By: SL %l By: William R. Kelly Terri Vitar City Manager Regional Vice President Dated: t* .2007 ATTEST: 1bRp4 City Cler APPROVED AS TO FORM: Stepheh P. Deitsch City Attorney CONCUR: Don Penman Assistant City Manager/ Development Services Director Date J' III , • also! Aq Iso:) ° S 25 :pF g g O 0 n xr .°0 -° e°u W � N N slsol9nS A91so $iR'g )Isol iad unoH lolo j N o o� m v v o o m° a. Bulssaamd pioM J m m y 52 2,d5 w _- iauuold IoluewuogAU3 w sauucld 10luawao-11 -3 V p N iauuold 104U U,01 U33 - - - m - - - _ - � ry __ _ _ __ -- m n iauuold Io7uawualAU3 - -I- m - w vi Q —_ sauuold loluawuminu3 -I (auopuoy) iaBOUOW laa(md -- C o o- R m I o R P GoHA) iolaal6laajad -- m o a $ o a R IN N Q,n P 0 D C 0 ° „ c O C n N o m = U o u N x U d a a�ci d -O . O EyLL O L L c N a0 c N o Q U p o a O Q'° U 0 Uw c p c O � D m L y c F30 wO ° E C O D O c - 'o U D O d N U p C C o f E EE ,° a E E c o y U U N U E U U u E d a d �'o 0 0 0- m "- Roo E 70 n W o o ° u >Ix u ;UzE °v cc `occ cc 3 ° Cc�l06 n o °° E U m d "O 'O 3 3 3 3 NO o "o C O C O 0 0 x r s: a 0 E C c N O N > N >'> d_ o 0 N c m c 0 c O y L W O W N c a O Z r Y W Q O t O y O ° a o L 3 0 0 o > N O ay TEu cv d m „ _ L C o c N Q N � c 0 � O o � E � O O 3 O c m c ° C � O E a E o ° L U z O s O D „ d C ° h a O � O m N > O O � O 3 c Z v ° 0 u N C � a c 0 cc T C O m � o t 3 0 0 o ° E `o N UD O � 5 c u .- 0 � O „ d O FY Qr ♦ 3 � AMENDMENT NO. 6 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 6 ( "Amendment No. 6 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a Division of PBS&J, a Florida Corporation authorized to do business in the State of California, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement'). 1. The Scope of Work is hereby amended to include, without limitation, a change order in the amount of $5,793.75 for expenses associated with attendance at the Revised Draft EIR meeting, additional reproduction, courier and postage invoices, and additional consultant billings from URS Corporation and Bonterra Consulting. This represents the final billings due for the production phase of the new Draft EIR. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof, the parties have executed this Amendment No. 6 on the date set forth below. [SIGNATURES ON NEXT PAGE] 1 ,�N • 1 CITY OF ARCADIA I William R. Kelly City Manager 7 Dated: 010 200 TT;T: 6w� L �l City Cle ' ' : G1N*-17A1KfX%fl 0vA Stephen P. Deitsch City Attorney EIP ASSOCIATES /PBS &J By: Terri Vitar Regional Vice President CONCUR: Don Penman Assistant City Manager/ Development Services Director Ly/ Date AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 5 ( "Amendment No. 5") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a Division of PBS &J, a Florida Corporation authorized to do business in the State of California, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement'). 1. The Scope of Work is hereby amended to include, without limitation, a change order in the amount of $68,255 for expenses associated with the attached Notices to Proceed #1 and #2. In summary, Notice to Proceed #1 authorizes out of scope work efforts completed by EIP -PBSJ in the amount of $25,000. Notice to Proceed #2 authorizes $43,255 to cover invoices issues by Blair Reprographics for printing services and Kaplan Chen Kaplan for consultant costs. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof, the parties have executed this Amendment No. 5 on the date set forth below. tSIGNATURES ON NEXT PAGE] CITY OF ARCADIA By: qTJ William R. Kelly City Manager Dated: Wi-w- 2006 TTE T: . VI. ity C erk APPROVED AS TO FORM: St(j�t� C 6 -,OA� Stephen P. Deitsch City Attorney 0 EIP ASSOCIATES /PBS &J By: Terri Vitar Regional Vice President CONCUR: Don Penman Assistant City Manager/ Development Services Director it 7 oC Date .-, ~ J Notice to Proceed #1 Shops at Santa Anita Draft EIR October 30, 2006 Short description of the scone of services to be rendered EIP Associates, a division of PBS &J, will complete and distribute the Draft EIR for the Shops at Santa Anita Project by October 23, 2006. This authorization is being requested because a number of out -of -scope work efforts have been completed during the last five months of the project, which has resulted in inadequate budget to complete and distribute the Draft EIR. The out -of -scope work efforts have been brought to. the City's attention throughout this process, and are fully documented in a letter from EIP Associates to the City of Arcadia dated October 17, 2006, which is attached hereto as Exhibit 1A. In addition, Exhibit 1B is as an excerpt from that letter that identifies the out -of -scope work efforts, which is keyed to a an excel spreadsheet that shows additional financial detail (refer to Exhibit 1C). Dollar limit to which we are authorized This Notice to Proceed authorizes EIP Associates to spend up to $25,000 in labor costs through the time period ending October 23, 2006 (refer to Exhibit 1C for additional financial detail regarding this request). Billing method EIP Associates will bill the City of Arcadia on a time- and - materials basis, up to $25,000, using the hourly rates shown in Exhibit 2 (Billing Rate Schedule). T1ns authorization is accepted by the City of Arcadia: t% Notice to Proceed #2 Shops at Santa Anita Draft EIR October 30, 2006 Short description of the scope of services to be rendered EIP Associates, a'division of PBS &J, will complete and distribute the Draft EIR for the Shops at Santa Anita Project by October 23, 2006. This authorization is being requested because a number of out -of -scope work efforts have been completed during the last five months of the project, which has resulted in inadequate budget to reproduce and distribute the Draft EIR and pay the final subconsultant invoices. The out -of -scope work efforts have been brought to the City's attention throughout this process, and are the subject of Notice to Proceed #1. Dollar limit to which we are authorized This Notice to Proceed authorizes EIP Associates to approve $43,255 to cover invoices issued by Blair Reprographics (printing/ distribution) and Kaplan Chen Kaplan (historic resources). Exhibit 1 is an excel spreadsheet that shows additional financial detail for Notice to Proceed #2. Billing method EIP Associates will bill the City of Arcadia on a time- and - materials basis, up to $43,255, using the hourly rates shown in Exhibit 2 (Billing Rate Schedule). This authorization is accepted by the City of Arcadia: • • ��oc� -gyp AMENDMENT NO.4 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a Division of PBS &J, a Florida Corporation authorized to do business in the State of California, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement'). For purposes of clarification, Amendment No. 3 to the Agreement authorized the approval of a budget for a Revised Environmental Impact Report (City Purchase Order #76872). However, due to the timing of billings, the original Environment Impact Report budget was still open (City Purchase Order #76099). Therefore, Amendment No. 4 will apply to the following items and will close out the Original Environmental Impact Report budget while leaving open the overall budget on the Agreement. 1. The Scope of Work is hereby amended to include, without limitation, a change order in the amount of $32,589.94 for out -of -scope expenses associated with the need for printing additional copies of the Draft EIR. 2. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof, the parties have executed this Amendment No. 4 on the date set forth below. [SIGNATURES ON NEXT PAGE] A -1 A -1 CITY OF ARCADIA William R. Kelly City Manager Dated: 4-1t 1 o b 12006 T ;TEST: YI City Clerk APPROVED AS TO FORM: .�V. Stephen P. Deitsch City Attorney A -1 EIP ASSOCIATES /PBS &J J By: erri Vitar Regional Vice President CONCUR: Don Penman Assistant City Manager/ Development Services Director la q a6 Date 0 SUMMARY OF EXPENSES CARUSO PROPERTY MANAGEMENT INC. 101 The Grove Drive IEIP' Los Angeles, CA 90036 EIR ACCOUNT Deposit Rec. No. 10463 3/115 $85,000.00 Rec. No. 10609 6/3/5 $100,000.00 Rec. No 100096, 9/13/5 $50,000.00 Rec. No. 100232 12/21/5 $168,786.59 Rec. No. 100260 1/1716 $102,961.38 Rec. No. 100348 3/6/6 $124,833.09 Rec. No. 100575 6/10106 $193,655.94 Journal Voucher 9/12/06 $32,589.94 'Paid by Caruso 8/24106 Original Budgeted amount $385,592.00 Amendment No. 1 $409,645.00 Amendment No. 2 $30,000.00 Amendment No. 3 $502,540.00 Revised El R Budget PO 76872 Amendment No. 4 CHANGE ORDER $32,589.94 New Budgeted amount $857,826.94 Deposited amount $857,826.94 Account No. 714 -2261 Purchase Order 76099 . voi':DATE n gate invoice ::::::Paid.: of thislnvojc e x 1/2812005 17108 1/28/2005 3/30/2005 1,490.00 2/25/2005 17219 2/25/2005 3/30/2005 11,268.75 3/24/2005 17368 3/24/2005 3/30/2005 45,069.25 5/512005 17596 4/27/2005 515/2005 35,496.26 6/1412005 17753 512712005 611412005 26,040.94 7/5/2005 17871 6/24/2005 7/5/2005 11,686.74 8/2/2005 18007 7/28/2005 8/2/2005 24,809.61 9/15/2005 18185 8/25/2005 9/15/2005 39,971.91 10/512005 18351 9/29/2005 10/5/2005 66,305.69 10/2812005 18559 10/28/2005 11/7/2005 141, 647.44 11/23/2005 18678 11/23/2005 11/29/2005 102,961.38 12/29/2005 18858 12/29/2005 1/4/2006 124,833.09 2/6/2006 18935 1/25/2006 2/6/2006 86,430.55 3/3/2006 19104 2/24/2006 3/3/2006 11,139.31 4/3/2006 19258 3/27/2006 4/3/2006 57,706.25 5/25/2006 19541 4/28/2006 9/1212006 70,969.77 Total Expenditure 857,826.94 [Remaining Balance 0.00 AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement'). 1. The Scope of Work is hereby amended to include, without limitation, preparation of a Revised Draft Environmental Impact Report (DEIR) in the amount of $502,540 as set forth in Exhibit A including: • Task 1 Preparation and distribution of the Revised Draft EIR; • Task 2 Attendance at Meetings • Task 3 Project Management and General Coordination 2. All the remaining terms and provisions of the Agreement are hereby reaffirmed. below. In witness whereof the parties have executed this Amendment No. 3 on the date set forth [SIGNATURES ON NEXT PAGE] 40 9 CITY OF ARCADIA By: u m William R. Kelly City Manager Dated: �0 .2006 ATTEST U, City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney • EIP ASSOCIATES By: Terri Vitar 2 Regional Vice President CONCUR: Don Penman Assistant City Manager/ Development Services Director Date 0 0 EXHIBIT "A" REVISED DRAFT ENVIRONMENTAL IMPACT REPORT PROPOSAL FOR THE SHOPS AT SANTA ANITA PARK SPECIFIC PLAN SEE ATTACHED PROPOSAL DATED MAY 24, 2006 FROM UP ASSOCIATES A -1 11 Cl Proposal to Prepare a REVISED DRAFT ENVIRONMENTAL IMPACT REPORT FOR THE SHOPSAT SANITAANIITA PARK SPECIFIC PLANS Submitted by: EIP Associates, a division of PBS &J 12301 Wilshire Boulevard, Suite 430 Los Angeles, CA 90025 Submitted to: City of Arcadia Development Services Department 240 West Huntington Drive Arcadia, California 91066 May 24, 2006 Scope of Work IM Task 5: Pre "partition and Distribution of the Notice of Preparation Task 5A: Prepare and Distribute a Third Notice of Preparation EIP will prepare and distribute a third Notice of Preparation (NOP) for the revised project, which will indicate that a revised EIR is being prepared. It is assumed that EIP would be responsible for preparation and distribution of the NOP, while the City would be responsible for any applicable filing fees. It is further assumed that the City would be responsible for posting the NOP at the appropriate locations within the City. List of Products ■ Electronic copies of the 1st Administrative Draft NOP for internal review ■ Electronic copies of the 2nd Administrative Draft NOP for internal review ■ Electronic copies of the 3rd Administrative Draft NOP for internal review • Up to two thousand (2,000) copies of the NOP for distribution • Distribution of up to two thousand (2,000) NOPs Task 5B: Attend Scoping Meeting The EIP Project Director and Project Manager will attend a Scoping Meeting during the review period for the NOR EIP assumes that presentation materials will be provided by the development team. EIP will be present to assist City staff in making the presentation and answering questions regarding the CEQA process, as well as to note comments submitted by members of the public at the meeting. EIP Proposal to Prepare the Shops at Santa Anita Park Specific Plan Revised EIR would also provide for a court reporter to record the scoping meeting. List of Products • Attendance at one (1) Scoping Meeting by EIP's Project Director and Project Manager • Provision of a court reporter ® Task 6: Preparation and Distribution of the Revised Draft EIR Tasks 6A —B: Preparation of Two Revised Administrative Draft EIRs The objective of this task is to prepare a comprehensive, accurate, and objective project -level EIR for the revised Shops at Santa Anita Racetrack Project, which has been changed to eliminate 300 units of housing and to include 25,000 square feet of office space for use by the Arcadia Unified School District. With the express consent of the City, the Administrative Draft EIR will also incorporate and respond, at the discretion and direction of the City, to any applicable issues raised in the comment letters that were submitted on the previous Draft EIR for the previously proposed project. The issue areas raised in the comment letters need further discussion and definition in order to fully understand the implications with respect to the scope of work and the budget. However, for the purposes of providing a budget estimate, we have assumed a certain level of effort. If we determine that the actual level of effort is greater than anticipated, we will inform the City at the earliest possible time. Based upon the team's first two meetings, the following are the issues raised in the comment letters that need further discussion in the EIR. ■ New alternatives need to be analyzed to respond to the new project and its anticipated impacts, including the identification of one offsite alternative (a total of six alternatives will be fully City of Arcadia Page I ■ ■ ■ ■ ■ • 4proposal to Prepare the Shops at Santa Anita Park Specific Plan Revised EIR addressed in the EIR and the offsite alternative will be addressed on a qualitative basis). Only the "alternatives rejected as infeasible" and the "No Project Alternatives" will be retained from the previous EIR. Water quality in the Arcadia Wash, particularly as it relates to existing and proposed racetrack operations Covering of the Arcadia Wash, including its impact on water quality and the ability to place structures on top of the covered wash Onsite groundwater contamination Mitigation of public services impacts (police, fire) Operation of the water feature (vector control, bird flu, attraction of ducks /geese, impacts on potentially sensitive species) Need for a Section 404 permit (specifically, EIP will coordinate with the USACE to have them prepare a letter stating that a Section 404 permit is not necessary) Noise (additional noise measurements and analysis to address existing General Plan issues) ■ Need for an operational Health Risk Assessment • Cultural Resources (historic architecture associated with the grandstand and views of the grandstand) • Population and Housing (potential for employment - generated housing, and for the displacement of people residing in the stables) As with the previous Draft EIR, the revised Draft EIR will include the following sections: • Table of Contents • Introduction ■ Executive summary, including a comprehensive summary table of impacts and mitigation measures, areas of controversy, issues to be resolved, and a summary discussion of the proposed project and its alternatives • Project description, including project objectives, purpose and need, project location, project characteristics, scope of project, project alternatives, and required approvals • Environmental Analysis • Environmental Setting • Regulatory Framework (applicable federal, State, local, plans, policies, and standards) • Thresholds of Significance • Project Environmental Impacts (short-term, long -term, direct, and indirect) • Mitigation Measures (for potentially significant environmental issues) • Level of Significance After Mitigation • Cumulative Environmental Impacts (short-term, long -term, direct, and indirect) • Alternatives • Long -Term Implications (including growth- inducing, cumulative, significant unavoidable impacts, and significant irreversible environmental changes or commitments of resources) • Organizations and Persons Consulted • List of EIR Preparers • References • Technical Appendices This scope of work assumes the preparation of two (2) complete (not piecemeal) administrative draft EIRs without interim submittals. Additional administrative drafts could be prepared, if necessary, but would involve additional cost (generally, an average of about $90,000 per draft). Page 2 Scope of Work 0 List of Products • Twenty (20) copies of the 1st Administrative Draft EIR, five (5) of which would be provided to the City in three -ring binders • Attendance at one (1) meeting to discuss changes to the I" Administrative Draft EIR • Twenty (20) copies of the 2nd Administrative Draft EIR, five (5) of which would be provided to the City in three -ring binders • Attendance at one (1) meeting to discuss changes to the 2°" Administrative Draft EIR As outlined in the budget, it is assumed that each administrative draft of the EIR will cost approximately $90,000, which is consistent with the work efforts for DEIR 5 and 6 for the previously proposed project. Because this is a time - and - materials contract, if any of these work efforts are less than anticipated, the client will similarly be charged less. Task 6C: Recirculation of Revised Draft EIR EIP will prepare a Draft FIR for public review that incorporates the comments on each of the Administrative Draft EIRs. The Draft EIR will be comb- bound, using heavy stock paper for the cover, rather than plastic or laminate. EIP will provide the City with twenty -five (25) printed copies and twenty -five (25) CD copies of the Draft EIR, as well as one (1) PDF version of the document. It is further assumed that EIP will distribute fifteen (15) hard copies and 1 CD copy the Draft EIR to the State Clearinghouse, and thirty -five (35) hard copies and twenty -five (25) CD copies to persons or agencies on the City's mailing list. It is assumed that EIP will be responsible for preparation of the Notice of The City will be responsible for any applicable filing fees, posting of the Notice of Completion and providing the Draft EIR at the appropriate locations within the City. 0 Proposal to Prepare the Shops at Santa Anita Park Specific Plan Revised EIR List of Products • Seventy-five (75) copies of the Draft EIR in hard copy format • Fifty -one (51) copies of the Draft EIR in CD format ■ One(]) copy of the Draft EIR, provided in web - quality PDF format Task 613: Attend Public Hearings on the Draft EIR The EIP Project Director and Project Manager will attend two Draft EIR public hearings. EIP assumes that presentation materials will be provided by the development team. EIP will be present to assist City staff in making the presentation to the Planning Commission and answering questions regarding the CEQA process and general questions regarding analytic methods and conclusions, as well as to record comments submitted by members of the public at the meetings. EIP will also prepare a memorandum summarizing the key environmental issues of public concern that were raised. List of Products ■ Attendance at two (2) Public Hearings by EIP's Project Director and Project Manager ® Task 7: Prepare Final EIR and CEQA Findings [PLACEHOLDER] Task 7A: Final EIR Work Plan [PLACEHOLDER] Tasks 713 -7D: Preparation of Administrative Drafts of the Final EIR (Response to Comments and Text Revisions) and Mitigation Monitoring and Reporting Program (MMRP) [PLACEHOLDER] City of Arcadia Page 3 • •Proposal to Prepare the Shops at Santa Anita Park Specific Plan Revised EIR ® Task 8: Project Management and General Coordination The purpose of this task is to manage the EIP project team, manage the EIR preparation effort, and maintain constant, close communication between the development team and the EIR team. This task is also intended to ensure that the project will be completed on time and within budget, and that all work products are of the highest quality. Subtask 8A: Project and General Coordination EIP will communicate, as necessary, with the EIR project team members (internal, as retained by EIP) and the development team to ensure compliance with the schedule, scope of work, and budget. EIP will coordinate the team's work for the communication of issues, transmittal of comments, financial management, and other project management matters, such as contract processing. List of Products ■ While no specific product is associated with this task, it is assumed that EIP will spend approximately 8 hours per week over a three -month period, consistent with the management/administrative workload on the project to date, to manage the project, coordinate the team members, obtain relevant project data, and address contract and financial matters. It is assumed that the following information will be made available by Caruso and/or the City: ➢ Revised project description ➢ Revised General Plan Amendments ➢ Revised Specific Plan ➢ Development Agreement ➢ Description of the racetrack's intentions with respect to future growth/profit, historic trends, and interrelationship of the racetrack and the project ➢ Revised economic report ➢ Engineer's review of water quality issues ➢ Assessment of NPDES violations and/or compliance over the last ten years ➢ Engineer's review of groundwater contamination issues, including new groundwater borings, if necessary ➢ Additional information regarding the use and operation of the water features ➢ New visual simulations to address the revised project and new and/or more detailed visual simulations to address the Simulcast Center (using input from EIP Associates) ➢ Security Plan\ ➢ Sign Program Subtask 843: Attend Project Meetings EIP will attend a maximum of twenty (20) meetings (that last an average of 4 hours per meeting) during preparation of the EIR, which assumes approximately one meeting every four weeks over a six -month period, or the equivalent expenditure of time on conference calls or other meetings, consistent with meeting times and expenditures on the project to date. Additional meetings may be attended on a time- and - materials basis, additional to the proposed price and with prior authorization by the City of Arcadia. Page 4 Scope of Work • • Proposal to Prepare the Shops at Santa Anita Park Specific Plan Revised EIR List of Products ■ Attendance at up to twenty (20), four - hour project meetings, or the equivalent expenditure of time on any combination of meetings and conference calls, by up to three EIP staff per meeting Cost Estimate and Assumptions The following are key assumptions associated with this scope of work and budget: ■ Our scope of work is provided in a general level of detail because elements of the project are still unknown and, more importantly, the requirements of the project continually evolve, as was the case during preparation of the last EIR. ■ Our cost estimate is reflects the level of effort anticipated to complete the work as requested by the development team, based on our previous history and current understanding of this project. Things that would cause a need for a future budget augment include , but are not limited to (1) the need for a greater magnitude of effort in terms of breadth or complexity of analysis than was budgeted (2) future decisions by the City or Applicant that effect the scope or the level of effort required but which cannot be anticipated at this time; (3) changes made to the project description after completion of the Notice of Preparation; and /or (4) the delay or unavailability of information due from City, Applicant or other related parties. For your convenience, we have provided a detailed cost proposal (following this page), identifying labor costs by task, by person, and by hour. We have also detailed our direct costs. Also included is EIP's compensation/billing rate schedule. The scopes of work for the subconsultants to UP are included on the following pages as City of Arcadia attachments to this scope of work, and their cost estimates have been incorporated into the attached budget spreadsheet for the EIR. 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S O N N 7 O a 0 0 O X134 - AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR THE ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 2 ( "Amendment No. 2') is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and Ell? Associates, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ("Agreement"). 1. The Scope of Work is hereby amended to include, without limitation, change orders in the amount of $30,000 for out -of -scope work on the Draft Environmental Impact Report (DEIR) as follows: • Compilation and formatting of the Specific Plan, including incorporation of requested text edits and graphics and compilation and formatting of the traffic Report that included text changes to the traffic report; • Project elements that were added late in the process, requiring additional revision to the text of the DEIR; and • Technical reports outside of EIP's control that were not completed until late in the process and required substantial additional revision to the text of the DEIR. 2. All the remaining terms and provisions of the Agreement are hereby reaffirmed. below. In witness whereof the parties have executed this Amendment No. 2 on the date set forth [SIGNATURES ON NEXT PAGE] I C� CITY OF ARCADIA By: v" A William R. Kelly City Manager Dated: 'x'460 .2006 AT EST: City Cleik Fj' ' ' 41gA1='lZl o • "y I Stephen P. Deitsch City Attorney • EiP ASSOCIATES By: Terri Vitar Regional Vice President 2 CONCUR: wo Don Penman Assistant City Manager/ Development Services Director LI! r-7 10�, Date ` - EXHIBIT "A" ADDITIONAL SCOPE OF SERVICES SEE ATTACHED MEMORANDUM DATED FEBRUARY 1, 2006 FROM EIP A -1 �a 0 MEMORANDUM EIP To: Don Penman and Donna Butler, City of Arcadia From: Terri Vitar, EIP Associates Date: February 1, 2006 0 Subject: Request for Interim Budget Approval and Approval of an Augment Request for the Santa Anita Specific Plan Final EIR As we discussed during our meeting of January 28, 2006, and as also discussed during additional e- mail correspondence and phone conversations prior to that date, EIP Associates is requesting a budget augment for out -of -scope work efforts associated with the Draft EIR (DEIR), as well as _ interim approval to expend our remaining budget for initial preparation of the Final EIR (FEIR). Out-of-Scope Work Efforts Associated with the Draft EIR VNe EIP Associates (EIP) is still within our overall budget, the labor budget for the Draft EIR phase is overbudget by approximately $30,000 due to a number of factors. As mentioned in our last progress report submitted to the City in association with our invoice, two discrete work efforts were out -of budget: compilation and formatting of the Specific Plan, including incorporation of requested text edits and graphics, and compilation and formatting of the Traffic Report, which included text changes to the traffic report itself. In addition, and also as mentioned in previous progress reports, several other factors also affected our overall DEIR budget, such as: (1) project elements that were added late in the process, requiring additional revision to the text of the DEIR; and (2) technical reports outside of EIP's control that were not completed until late in the process and, as such, required substantial, additional revision to the text of the DEIR Additional information regarding these out -of -scope services are provided below: New project elements were added and described on November 18, 2005, including a trolley, replacement of one of the cinemas with a Performing Arts Center, and the provision of free parking to Arcadia residents. • We did not receive a final cultural resources report until November 18, 2005. The final traffic report was not completed until December 16, 2005, only two days before ` the document production process, and the general plan amendments were not received until December 15, 2005. Both of these factors required additional and subsequent reviews of the traffic, air quality, noise, and land use sections between December 15, 2005 and December 10, 2005, and EIP Associates, in turn, responded to those additional review comments. The additional $30,000 for out -of -scope work efforts is allocated as follows: ■ Specific Plan: $5,000 ■ Traffic Report: $2,000 Memorandum to City of Arcadia • • February t, 2oo6 Page 2 Of 3 ■ Additional Work on the Draft EIR (see bullet points above): $22,000 In addition, EIP's printing budget has been expended. With the latest preliminary invoice submitted by Blair Graphics, we will be overbudget on printing costs by approximately $7,500, not including any printing associated with AFEIRs or the FEIR. In summary, printing costs have been greater given the sheer volume of this document (a four volume document was never budgeted), printing costs have increased over the last year, far more print nuns were required (to copy the additional ADEIRs), nearly all print runs were completed on a "rush" basis, the document contained more color than anticipated, and the number of additional copies were greater than estimated (to supply an ever - expanding team and distribution list). Given that we have remaining budget in our overall contract, we only requesting an augment of $30,000 for out -of -scope work on the DEIR, including labor and direct costs, and we will revisit the FEIR budget, including additional printing costs, at the close of the comment period. Interim Budggt for the Final EIR EIP estimates that we have approximately $55,000 remaining in our FEIR budget. In order to begin work on the FEIR, we respectively request authorization to use this money on a time- and - materials basis to prepare a matrix to organize and sort comment letters as they are received, prepare responses to comments on individual comment letters as they are received (as well as the DEIR public hearing transcript), and prepare the topical responses identified in our February 28, 2006, meeting. Once again, we will revisit the FEIR budget, including additional printing costs, at the close of the comment period. Subconsultant Budgets We are requesting that MMA provide the City with an estimated interim budget for immediate work on the FEIR given the subject matter of the comments received to date. Because MMA is under direct contract to the City, this budget will be negotiated between the City and MMA directly. It is not anticipated the KCK will require an interim budget based on the comments received to date. Both consultants, and perhaps others, will be requested to prepare a FEIR budget at the close of the comment period. Schedule for Interim Work Products • EIP to receive authorization to proceed in relation to this request by February 6, 2006 • EIP to provide first draft of responses to comments on February 17, 2006 • Team to provide comments on the first draft" of responses to comments on February 27, 2006 • EIP to provide "coded" comments (and matrix) on March 3, 2006 (depending on the number of comments received at the close of the comment period) • Team to meet to discuss all comments on March 8, 2006 (beginning at 9:00 am) � CCI 02,130 -! \�00 - qt? AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR THE ENVIRONMENTAL IMPACT REPORT SERVICES BY EIP ASSOCIATES This Amendment No. 1 ( "Amendment No. 1 ") is hereby entered into by and between the City of Arcadia, a municipal corporation of the state of California, and EIP Associates, a California Corporation, with respect to that certain Professional Services Agreement between the parties dated March 10, 2005 ( "Agreement "). 1. The Scope of Work is hereby amended to include, without limitation, change orders in the amount of $409,645 for additional work and modifications to the contract as follows: • Preparation of a second Notice of Preparation and attendance at a second seeping meeting, neither of which was assumed in the original scope and budget. • Preparation of two more administrative draft EIRs (ADEIRs) than assumed in the scope of work and budget and anticipated preparation of at least one and possibly two additional ADEIRs. • Significant additional work on individual drafts required by changes to the project description — revisions to the site plan, redefinition and refinement of several project components, including the Saddling Barn, the Kingsbury Fountain, the Simulcast Center, Gates 7 and 8 access, the originally proposed townhome structures and the private water feature. • Significant additional work required by numerous and ongoing changes in the scope of supporting technical studies, particularly cultural resources, geology, hydrology and traffic, as well as the addition of a health risk assessment that required substantial revisions throughout the EIR. • A greater more intensive work effort than originally assumed as a result of input from up to ten commenters on ADEIRs. • Attendance at a greater number of meetings than anticipated attended by a greater number of staff than anticipated, as well as substantially more project coordination. • Greater printing costs than assumed as a result of the size of the document and the number of copies required. • Additional analysis by Kaplan Chen Kaplan beyond their original scope of work. • Retention of URS Corporation to complete a health risk assessment. 2. All the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. [SIGNATURES ON NEXT PAGE] Revised 8104 LM CITY OF ARCADIA 0 William R. Kelly City Manager Dated: �' 2005 TT ST: City'Clerk APPROVED AS TOTORM: P . Steph n P. Deitsch City Attorney Revised V01 LM C] EIP ASSOCIATES By: Terri Vitar IC43rl05 Regional Vice President CONCUR: ,-r)ay, Pe- w -m• %J A 2 �65 Don Penman bate Assistant City Manager/ Development Services Director • • EXHIBIT "A" ADDITIONAL SCOPE OF SERVICES SEE ATTACHED MEMORANDUM DATED 9/28/05 FROM EIP A -1 4-P, A 5 S l O I A 1 i, MEMORANDUM To: Donna Butler, City of Arcadia From: Neill Brower Terri Vitar Date: September 28, 2005 Subject: Request for Budget Augment for the Santa Anita Specific Plan EIR This memorandum is a companion to the augment request spreadsheet prepared for the Santa Anita Specific Plan Environmental Impact Report (EIR), which is attached. As shown in the spreadsheet, EIP Associates requests a total of $409,645 for work completed or to be completed that was beyond the scope of work or budget assumptions for the project, up to and including the Public Draft EIR, as well as direct expenses (such as printing) that exceeded assumptions. The majority of this work, in monetary terms, is due to changes to the project that were not assumed in the budget, as well as the number and level of comments on administrative drafts. Other significant factors include the following: • Preparation of a second Notice of Preparation and attendance at a second seeping meeting, neither of which was assumed in the scope and budget • Preparation of two more administrative draft EIRs (ADEIRs) than assumed in the scope of work and budget, and anticipated preparation of at least one and possibly two additional ADEIRs , • Significant additional work on individual drafts required by changes to the project description — revisions to the site plan, redefinition and refinement of project several components, including the Saddling Barn, the Kingsbury Fountain, the Simulcast Center, Gates 7 and 8 access, the originally proposed townhome structures, and the private water feature • Significant additional work required by numerous and ongoing changes in the scope of supporting technical studies, particularly cultural resources, geology, hydrology, and traffic, as well as the addition of a health risk assessment, that required substantial revisions throughout the EIR • A greater /more intensive work effort than originally assumed as a result of input from up to ten commenters on ADEIRs • Attendance at a greater number of meetings than anticipated by a greater number of staff than anticipated, as well as substantially more project coordination • Greater printing costs than assumed as a result of the size of the document (two 3 -inch volumes) and the number of copies requested (twice the number assumed in the scope and budget) • Additional analysis by Kaplan Chen Kaplan beyond their original scope of work ■ Retention of URS Corporation to complete a health risk assessment The following discussion addresses the additional expenditures, by task, as shown in the spreadsheet. E]P ASSOCIATES 12301 WILSHIRE BOULEVARD SUITE 43o Los ANGELES, CA 9o02s Telepbone 310 268 -8132 Facsimile 310 268 -8175 E -mail la @eipaHoriates.com www.eipassociares.com Memorandum to Donna Butler • • September 28, 2005 Page 2 of 6 Task Discussion 3idADEIR: Although the 3" ADEIR was delayed when Caruso indicated that they would revise the site plan, the draft required a greater level of effort than assumed in the budget and scope, largely from the number and extent of comments received on the 2 "' ADEIR (seven commenters), and in some cases, the lack of availability of some information available from the City and from Caruso and the track in some cases, particularly for issue areas such as public services, in which EIP moderated ongoing disagreement regarding an analytical method for fire protection services and schools, but also for issues such as police protection (existing and proposed security plan), hazards (emergency management plan, business plan), and the proposed Simulcast Center (the use and square footage deltas). Note, however, that EIP completed the 3`J ADEIR within the projected budget, and provided several sections electronically to the team, rather than a complete printed document, in anticipation of changes to the site plan. 4" ADEIR (New Task): The 4`" ADEIR was not assumed in the scope and budget, and evaluated a revised Specific Plan in June /July. The revised Specific Plan required all section authors to rc- examine and revise their sections in light of the revised site plan, which required significant effort. Effects of this change (and other changes made during the preparation of ADEIR 4) specific to each environmental issue area arc described below, by section: Aesthetics —The analytical method changed for the Aesthetics section, with regard to the views analyzed, the use of revised visual simulations, changes to the cumulative methodology, and greater specificity of the analysis (even though project information of sufficient detail was not yet available). Air Quality —The South Coast Air Quality Management District (SCAQMD) requested analysis of air quality impacts under localized significance thresholds (LSTs) that have recently been established for incorporation into EIR analyses. Analysis under these thresholds requires a substantially more detailed modeling and analytical effort than the previously standard air quality analysis (which was assumed for this project), and the calculations required for LSTs are sensitive to even minor changes in project characteristics and require substantial work to address changes. Additionally, the revised site plan altered the amount of grading on the site, and invalidated the assumption that cut and fill were balanced on the site, which required revisions to construction - related calculations. Biological Resources —The expansion of the analysis required additional surveys of the project site and incorporation of the results into an expanded analysis. Cultural Resources —The revised site plan, as well as subsequent revisions to the revised site plan, required substantial revisions to the historical Memorandum to Donna Butler • • September 28, 2005 Page 3 of 6 Task Discussion resources technical report. These revisions were then incorporated into the Cultural Resources section of the EIR.. Hazards —The addition of the water feature resulted in the necessity of contacting the San Gabriel Valley Vector Control District and inclusion of an analysis of the potential risks related to mosquitoes and West Nile Virus. Hydrology and Water Quality —The revised site plan required substantial revisions to the hydrological report by Canyon Consulting (via Caruso). These revisions, along with required revisions to several calculations by EIP's hydrologist, were then incorporated into the Hydrology section of the EIR. Land Use —The policy analysis within Land Use is heavily dependent on the other sections of the EIR, because compliance with several policies is tied to the specifics of some impact analyses (e.g., air quality standards, noise standards, traffic standards). Consequently, changes to impact analyses throughout the EIR affect and require revisions to the land use analysis. Additionally, the scope of the policies and plans to be evaluated was expanded as a result of comments on the 2n" administrative draft. These factors collectively resulted in a substantial expansion of' the scope of the analysis, as well as substantial revisions to the existing analysis. Population and Housing —The analytic method with respect to direct and indirect population growth resulting from the project, including the numbers used in the analysis, was redefined. Public Services —The changes to the site plan required additional coordination with the fire and police departments (though the City assumed responsibility for obtaining information regarding impacts to fire prevention services), and the required information from schools required substantially more effort to gather than is usually the case, as EIP was forced to act as an intermediary for several school district personnel. Utilities and Service Systems — Changes in the distribution of square footage required recalculation of generation rates. Additionally, changes in the WSA required recalculation of several figures. Lastly, the solid waste analysis was expanded, particularly the number of potential disposal sites and their current — distinct from permitted— capacities. Other CEQA Sections —The other required sections, particularly growth - inducing impacts, change in response to changes in other sections, particularly Land Use and Population and Housing. Memorandum to Donna Butler • • September 28, 2005 Page 4 of 6 Task Discussion 5id ADEIR (New Task): EIP received comments from ten commenters, and the schedule for this draft was half the minimum time requested by EIP (2 weeks versus 4 weeks). The shortened schedule and increased number of commenters required the commitment of more senior staff for all phases of document preparation, which resulted in a higher overall cost for the draft. Additionally, the 5" ADEIR responded to further changes in the proposed project, a re- characterization of the project (the project was re- defined from the Specific Plan, GPA, and DA to the proposed development, with the Specific Plan, GPA, and DA included as required approvals), and the incorporation of additional analysis based on further discussions of specific issues and additional comments arising from issuance of a second NOP. Additional analysis provided in the 5`" ADEIR included: ■ Revisions to the Health Risk Assessment and additional sensitive receptors for the air quality and noise analyses ■ Additional verification surveys and baseline surveys for biological resources and expansion of the biological resources study area ■ Additional changes to the cultural resources analysis (including revisions to the historic resources technical report) as a result of changes to the project ■ A substantially expanded policy consistency analysis in Land Use, as a result of additional policies identified by the project team ■ Substantial revisions to the existing policy consistency analysis in the Land Use section as a result of changes in the technical analysis throughout the EIR ■ A change in the analytic method for Population and Housing (which altered the previous conclusions of the analysis) ■ Recalculation of public services and utilities demand factors as a result of reallocation of project square footage, as well as changes resulting from the changes in the conclusions of the Population and Housing section ■ Addition of a library analysis to the Public Services section ■ Addition of a Mandatory Findings of Significance section to the EIR ■ Revisions to the Growth - Inducing Impacts section in response to changes to Population and Housing and Public Services and Utilities Memorandum to Donna Butler • • September 28, 2005 Page 5 of 6 Task Discussion Also, the 5"h administrative draft was not assumed in the scope and budget. NewSubconsultant: In response to public comments and comments from SCAQMD, and as agreed by Caruso and the City, EIP retained URS Corporation to prepare a URS Corporation Health Risk Assessment. Budget requested for According to the existing schedule, a B° administrative draft will be Additional Work: necessary, and given the shortened schedule, the number of comments on New Task -6" ADEIR the previous draft, the number of commenters, and the necessity of providing wholly new air quality, noise, traffic, and alternatives analyses, as well as providing project -level analysis of the Simulcast Center, EIP estimates that about $75,000 will be required to prepare this draft. Budget requested for Although the current schedule does not assume another administrative draft Additional Work: beyond the 6", changes to the schedule or to the project could require an New Task -7" ADEIR additional administrative draft. Based on the costs of the administrative drafts until this point, EIP estimates that an additional draft could cost up to $60,000. If a 7" ADEIR is not prepared, this amount could be applied to the final EIR /responses to comments budget. Budget requested for Given the shortened schedule, the number of comments on the previous Additional Work: draft, the number of commenters, and the fact that the EIR may not be public Draft ADEIR reviewed in its entirety until the review of the (new) 6th administrative draft, EIP estimates that about $50,000 total will be required to prepare this draft. Budget requested for The budget assumed for Kaplan Chen Kaplan was based on a general Additional Work: understanding of the project. Several redesigns and refinements of the site Kaplan Chen Kaplan plan and some project components have resulted in the need for additional analysis (in both depth and breadth) beyond what was originally assumed in their scope and caused KCK to exceed their budget. They are also completing additional, out of scope work related to further changes, particularly the inclusion of a project -level analysis of the Simulcast Center. Memorandum to Donna Butler • • September 28, 2005 Page 6 of 6 Task Discussion Budget requested for The EIR has expanded to two 3 -inch volumes and will be larger with the Additional Work: inclusion of the revised traffic report, HRA, and technical appendices for air Printing /Reproduction quality and noise. Additionally, the scope and budget assumed the provision of ten copies of each administrative draft EIR; however, EIP produced 22 Postage /Delivery copies of ADEIR 1, 17 copies of ADEIR 2, 22 copies of ADEIR 4, and 25 copies of ADEIR 5 (sections of ADEIR 3 were electronically transmitted). Also, the average per- document cost has been about $116, while the budget assumed about $100 per copy, and the schedule has necessitated the transmission of copies via courier, rather than overnight mail. Consequently, EIP believes that the cost for printing and distribution is likely to be substantially increased. As described above, EIP Associates completed a substantial work effort beyond the scope of work and budgetary assumptions when compared to the contracted scope of work for the Santa Anita Specific Plan EIR analysis. This additional work included a substantial increase in the quantity of technical analysis in the document as a result of changes to the project, changed expectations regarding the number and level of comments on administrative drafts, additional —and substantial — administrative draft documents, additional and extensive involvement of senior personnel to coordinate specific technical analvses, substantial levels of revision, from several sources, to subsequent drafts, and shortening of the schedule. Given the work effort described above, EIP Associates believes that the time and materials billed to date and anticipated to be billed for the technical analysis provided represents a fair and accurate price for the level of work completed above and beyond what was assumed in the scope of work and budget, as well as for anticipated tasks. Additionally, EIP has factored the remaining budget for completed tasks into this request: although EIP prepared a second NOP and attended a second public scoping meeting, this task was completed under budget, and the first, second, and third ADEIRs were completed under budget, and the remaining budget from these tasks was applied to offset the total augment request. We have enjoyed and continue to enjoy our relationship with the City, and look forward to the resolution of this request and to future opportunities to work together. Please feel free to contact me with any questions or concerns that you may have regarding this budget augment request. Attachment: Spreadsheet — "Augment Request for Santa Anita Specific Plan EIR" P:\Pr,jeoa - All n.¢nl l IMP W -\ I I W] -W Snu I I W7F W.JM Memorandum to City of Arcadia February 1,'2oo6 Page 3 of 3 We have enjoyed our work on this project, including, of course, our collaboration with the expanded m tea, and we look forward to the resolution of this request. Please feel free to contact me with any questions or concerns that you may have regarding this request. P: \Projects -AU Usets \11000 -00+ \11007 -00 Santa Anita \Admin \Augment \)&m I)Buder- 20060201- Augment- 11007.00.do ement Request for the Santa Anit *ecific Plan EIR Augment Requested Augment n... ..r c........ r.. �. Spent Requested EIP Labor Expended on ouf- ot- bicope Worn y,ae,w� r r Remaining Budget from Under- Budget Tasks to Date (Kick -Off to 3rd Admin Dreg EIR) $37 599 Net Budget Expended on Out -of -Scope Work $95,453 $ubconsultants (10 % Administrative Feel Kaplan Chen Kaplan $9.000 $9,000 URS Corporation_ $7,000 _$7,000 -" - — _ -" � - Subtotal- Suconsultents $16,000 Out -of Scope and Subcoosuffent and Direct Expenses $149,052 Total Out -of -Scope Labor, Direct Expenses, and Subconsultants 1 $244,505 EIP Labor New Task Prepare 6th Admin Draft EIR $75,000 New Task Prepare 7th Admin Draft EIR $fi0,000 aoa tan Labor Direct Expenses (10% Administrative Feel ¢, nnn Total Additional Labor and Direct Expenses Requested $165,140 Ultimate Total (out -of -scope and additional work) $409,645 Total Augment Requested $409,646 Please refer to the attached memorandum for discussion regarding out -of -scope Items. EIP Labor New Task Prepare 4th Admin Draft EIR $78,857 $78,857 New Task Prepare 5th Admin Draft EIR $54,195 $54,195 EIP Labor Expended on ouf- ot- bicope Worn y,ae,w� r r Remaining Budget from Under- Budget Tasks to Date (Kick -Off to 3rd Admin Dreg EIR) $37 599 Net Budget Expended on Out -of -Scope Work $95,453 $ubconsultants (10 % Administrative Feel Kaplan Chen Kaplan $9.000 $9,000 URS Corporation_ $7,000 _$7,000 -" - — _ -" � - Subtotal- Suconsultents $16,000 Out -of Scope and Subcoosuffent and Direct Expenses $149,052 Total Out -of -Scope Labor, Direct Expenses, and Subconsultants 1 $244,505 EIP Labor New Task Prepare 6th Admin Draft EIR $75,000 New Task Prepare 7th Admin Draft EIR $fi0,000 aoa tan Labor Direct Expenses (10% Administrative Feel ¢, nnn Total Additional Labor and Direct Expenses Requested $165,140 Ultimate Total (out -of -scope and additional work) $409,645 Total Augment Requested $409,646 Please refer to the attached memorandum for discussion regarding out -of -scope Items. `V U 213 O T uO -4o CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this /0�hday of Ma roh , 2005 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 -6021 ( "City") and EIP Associates, a Corporation with its principal place of business at 12301 Wilshire Boulevard, Suite 430, Los Angeles, CA 90025 ( "Consultant'). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing environmental services for preparation of Environmental Impact Reports(EIR) to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the preparation of an environmental impact report (EIR) for the "The Shops at Santa Anita" Caruso project ( "Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Revised 8/04 LM • 9 3.1.2 Term. The term of this Agreement shall be from January 18, 2005 to June 30, 2006 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any. additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Terri Vitar, Regional Vice President and Neill E. Brower, Associate Manager. Revised 8/04 LM 2 3.2.5 City's Representative. The City hereby designates Don Penman, Assistant City Manager/Development Services Director or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Terri Vitar, or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or Revised 8/04 LM 3 liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2. 10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Contractor's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Any deductibles or self - insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $2,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. Revised 8/04 LM 4 3.2.10.3 Professional Liabilitv. Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liabilitv. The general liability policy shall provide that: (1) the City, its directors, officials, officers, employees and volunteers shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability,- The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall state that: (A) coverage shall not be, canceled except after thirty (30) days prior written notice by mail of cancellation; provided, however, that in the event of cancellation due solely to non - payment of premium, ten (10) days notice of cancellation for non - payment of premium may instead be given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. Revised 8/04 LM 5 0 0 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self - Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered Revised 04 LM 6 1 under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Three hundred eighty -five thousand, five hundred and ninety -two dollars ($385,592) without written approval of City's Assistant City Manager/Development Services Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to Revised 8/04 LM 0 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: City: EIP ASSOCIATES 12301 Wilshire Boulevard, Suite 430 Los Angeles, CA 90025 Attn: Terri Vitar, Regional Vice President City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Don Penman, Assistant City Manager, Development Services Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Propert y. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data" ). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by Revised 8/04 LM 0 the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, to the extent caused by the negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding arising from Consultant's indemnification obligation stated above; except to the extent that liability is caused by any negligence or willful misconduct by the City or its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, Revised 8 /04 LM N understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.9 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.10 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.13 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Revised 8/04 LM 10 LJ 3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.21 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Annroval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Revised 8/04 LM 11 • CITY OF ARCADIA EIP ASSOCIATES By: ll t' By. William R. Kelly City Manager If Dated: t'Q 20* V EST: f6jMA aA� City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney Revised 8/04 LM IN CONCUR: Don Penman Date Assistant City Manager/ Development Services Director EXHIBIT "A" SCOPE OF SERVICES [INSERT SCOPE] A -1 C 0 Preliminary Proposal to Prepare the 1 ♦ a i .. film WA-61 .. . Submitted by: EIP Associates 12301 Wilshire Boulevard, Suite 430 Los Angeles, CA 90025 Submitted to: City of Arcadia Development Services Department 240 West Huntington Drive Arcadia, California 91066 February 25, 2005 Scope of Work III Task I: Project Initiation Task IA: Attend Project Kick -Off Meeting EIP will attend a project "kick -off' meeting with representatives from the City of Arcadia, Piper Rudnick, and Caruso Development to: (1) discuss the proposed project and receive any relevant technical reports and background documents; (2) review the project schedule; (3) identify the communication process with the City of Arcadia; and (4) discuss key environmental issues. As part of this task, EIP will also coordinate with Meyer Mohaddes Associates to determine the process for establishing the scope and breadth of the traffic study. List of Products • Submit one (1) written request for additional information, if necessary • Submit oral comments on the project schedule Task I B: Prepare Initial Study and Attend Scoping Meeting EIP will prepare an Initial Study (IS) , Notice of Preparation (NOP), and Notice of Completion (NOC) for the proposed project that is consistent with the procedural and substantive provisions of Sections 15063 and 15082 and Appendices C, G, and I of the California Environmental Quality Act (CEQA) Guidelines. In addition, EIP's Project Manager and Deputy Project Manager will assist in coordination of the Scoping Meeting for the proposed project. While it is assumed that the City of Arcadia would facilitate the Scoping Meeting, it is also assumed that the development team would present the proposed project and provide any necessary presentation materials, and EIP will Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR be prepared to discuss the purpose of the Scoping Meeting; present an overview of the CEQA process; answer questions raised by the public regarding the CEQA process and/or general questions regarding technical analytic methods; and compile written and oral comments submitted by members of the public at the meeting. EIP will subsequently prepare a memorandum summarizing the key environmental issues of public concern that were raised. List of Products • Attend one (1) EIR Scoping Meeting by EIP's Project Manager and Deputy Project Manager • Prepare a memorandum outlining issues raised during the EIR Scoping Meeting M Task 2: Preparation of Draft EIR for Public Review Tasks 2A -2C: Preparation of Three Administrative Draft EIRs The objective of this task is to prepare a comprehensive, accurate, and objective project - level EIR for the proposed Santa Anita Racetrack Mixed -Use Development Project that fully complies with CEQA and the CEQA Guidelines (both as amended throughout submittal of the Draft EIR) and any applicable procedures established by the City of Arcadia for the purpose of environmental review. The main purpose of the Draft EIR will be to thoroughly and accurately analyze the environmental impacts of the proposed project. The document will be as free as possible of jargon so that the information it contains is accessible to the City and the public. The methodology and criteria used for determining the impacts of the project will be clearly and explicitly described in each section of the EIR, Paee 2 City of Arcadia 0 including any assumptions, models, or modeling techniques used in the analysis. It is anticipated that the thresholds for this project will be the same as the thresholds established in Appendix G of the CEQA Guidelines. The Draft EIR will include the following sections: ■ Table of Contents ■ Introduction ■ Executive summary, including a comprehensive summary table of impacts and mitigation measures, areas of controversy, issues to be resolved, and a summary discussion of the proposed project and its alternatives ■ Project description, including project objectives, purpose and need, project location, project characteristics, scope of project, project alternatives, and required approvals ■ Tiered Environmental Analysis > Environmental Setting > Regulatory Framework (applicable federal, State, local, plans, policies, and standards) > Standards of Significance > Project Environmental Impacts (short- term, long -term, direct, and indirect) > Mitigation Measures (for potentially significant environmental issues) > Level of Significance After Mitigation > Cumulative Environmental Impacts (short- term, long -term, direct, and indirect) ■ Alternatives ■ Long -Term Implications (including growth- inducing, cumulative, significant unavoidable impacts, and significant irreversible environmental changes or commitments of resources) ■ Organizations and Persons Consulted ■ List of EIR Preparers ■ References ■ Technical Appendices 0 Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR List of Products • Ten (10) copies of the 1st Administrative Draft EIR • Attendance at one (1) meeting to discuss changes to the 1st Administrative Draft EIR • Ten (10) copies of the 2nd Administrative Draft EIR • Attendance at one (1) meeting to discuss changes to the 2nd Administrative Draft EIR • Ten (10) copies of the 3rd Administrative Draft EIR • Attendance at one (1) meeting to discuss changes to the 3rd Administrative Draft EIR ■ Attendance at one (1) teleconference to discuss peer review changes to the 3rdAdministrative Draft EIR Task 2D: Public Review Draft EIR EIP will prepare a Draft EIR for public review that incorporates all of the comments on the Administrative Draft EIRs. The Draft EIR will be comb - bound, using heavy stock paper for the cover, rather than plastic or laminate. EIP will provide the City with fifty (50) printed copies and two (2) CD copies of the Draft EIR, as well as one (1) PDF version of the document. It is assumed that EIP will distribute 15 hard copies and 1 CD copy the Draft EIR to the State Clearinghouse, and that the City will distribute up to twenty -five (35) persons or agencies on the City's mailing list. It is assumed that EIP would be responsible for preparation of the Notice of Completion, while the City would be responsible for any applicable filing fees. Lastly, it is assumed that the City would be responsible for posting the Notice of Completion and providing the Draft EIR at the appropriate locations within the City. List of Products n Two (2) electronic copies of the Draft EIR, on CD, and fifty (50) in hard copy format City of Arcadia Page 3 • • Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR ■ One (1) copy of the Draft EIR, provided in web - quality PDF format Task 2E: Public Hearing on the Draft EIR EIP's Project Manager and Deputy Project Manager will attend the Draft EIR public hearing. EIP assumes that presentation materials will be provided by the development team. EIP will be present to assist City staff in making the presentation to the Planning Commission and answering questions regarding the CEQA process and general questions regarding analytic methods and conclusions, as well as to record comments submitted by members of the public at the meeting. EIP will also prepare a memorandum summarizing the key environmental issues of public concern that were raised. List of Products • Attendance at one (1) Public Hearing by EIP's Project Manager and Deputy Project Manager • One (1) Memorandum outlining issues raised during the public hearing ® Task 3: Preparation of Final EIR and CEQA Findings Task 3A: Final EIR Work Plan It is assumed that the City will compile and transmit all written comments on the Draft EIR throughout the public review period and as one unified set of comments following the close of the public review period. EIP will confer with the development team to review written comments on the Draft EIR, including comments from public meetings and hearings, to develop a general strategy for preparation of responses. To the maximum extent feasible, topical response will be provided for broad issue areas where there is extensive public comment. Page 4 EIP will consult with the project team to review and revise, if necessary, the project schedule that was developed and reviewed as part of Task 1. In addition, a matrix will be prepared that will identify each comment; whether the response is anticipated to be individual or topical; and the team members responsible for preparing the response. List of Products • Submit oral comments on the project schedule • Prepare one (1) matrix identifying comments, environmental issue areas addressed by each comment, and work assignments, including dates of completion • Attendance at one (1) strategy meeting to discuss responses to comments Tasks 313-313: Preparation of Administrative Drafts of the Final EIR (Response to Comments and Text Revisions) and Mitigation Monitoring and Reporting Program (MMRP) The Response to Comments volume of the Final EIR will include all comments received, responses to those comments, and standard introductory materials. The Mitigation Monitoring and Reporting Program (MMRP) would be provided separately, but prepared concurrently with the Final EIR. All comments will be numbered (to indicate comment letter and comment number), and the responses to those comments will be similarly numbered to allow easy correlation. In addition, where the text of the Draft EIR must be revised, the text will be isolated as "text changes" in the Response to Comments volume, indicating deleted text by strikeout and inserted text by double - underline. The text of the Draft EIR will also be revised, but not indicated by strikeout and double - underline; instead, a vertical margin note will be provided to indicate that a change has been made. The Final EIR will consist of the Draft EIR (revised, as necessary, in response to text changes), the Response to City of Arcadia • Comments document, and the technical appendices. It is assumed that the Final EIR would be provided at least 10 days prior to consideration for certification by the City to any commenting public agency and any member of the public who has requested the document. Further, the MMRP will be designed to ensure compliance with all adopted mitigation measures during project implementation. The MMRP will be in table format and will specify project- specific mitigation measures, as well as standard conditions of approval that are applicable to the project. Mitigation timing and responsible parties will also be identified. The objective of the MMRP is to ensure compliance with Public Resources Code Section 21081.6, as mandated by Assembly Bill 3180 (Cortese 1988), which requires that a lead agency adopt an MMRP at the time an EIR is certified. An estimated budget has been prepared for the responses to comments effort; however, the actual scope and extent of public comments cannot be definitively determined at this time. Therefore, for purposes of this proposal, it is assumed that the responses to comments effort would not exceed the amount indicated in the budget. After all of the comments have been received, EIP and the development team and City staff will determine whether the existing budget is adequate or whether additional monies would be needed, which could be provided on a fixed fee or time- and - materials basis. List of Products • One (1) memorandum indicating the adequacy of the estimated budget for the responses to comments work effort • Ten (10) copies of the I" Administrative Final EIR and MMRP to the development team • Attendance at one (1) meeting to discuss changes to the I" Administrative Final EIR City of Arcadia Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR • Ten (10) copies of the 2nd Administrative Final EIR and MMRP to the development team • Attendance at one (1) meeting to discuss changes to the 2 "d Administrative Final EIR ■ Ten (10) copies of the 3rd Administrative Final EIR and MMRP to the development team ■ Attendance at one (1) meeting to discuss changes to the 34 Administrative Final EIR Task 3E: Preparation of Final EIR for Public Review EIP will prepare a Final EIR and MMRP for that incorporates all of the comments on the Administrative Final EIRs and MMRPs. The Final EIR will be comb - bound, using heavy stock paper for the cover, rather than plastic or laminate. EIP will provide the City with fifty (50) printed copies and two (2) CD copies of the Final EIR, as well as one (1) PDF version of the document. It is assumed that City will distribute the Final EIR to the appropriate persons or agencies on the City's mailing list. It is assumed that EIP would be responsible for preparation of the Notice of Completion, while the City would be responsible for any applicable filing fees. Lastly, it is assumed that the City would be responsible for posting the Notice of Completion and providing the Draft EIR at the appropriate locations within the City. List of Products • Two (50) electronic copies of the Final EIR and MMRP, provided on CD, and fifty (50) in hard copy format • One (1) copy of the Final EIR and MMRP, provided in web - quality PDF format Paee 5 f� • Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR ® Task 4: Project Management, General Coordination, and Meetings The purpose of this task is to manage the EIP project team, manage the EIR preparation effort, and maintain constant, close communication between the development team and the EIR team. This task is also intended to ensure that the project will be completed on time and within budget, and that all work products are of the highest quality. Subtask 4A: Perform Project Coordination Activities EIP will communicate, as necessary, with the EIR project team members (internal, as retained by EIP) and the development team to ensure compliance with the schedule, scope of work, and budget. UP will coordinate the team's work for the communication of issues, transmittal of comments, financial management, and other project management matters, such as contract processing. Subtask 4B: Attend Project Meetings EIP will attend a maximum of sixty (60) meetings during preparation of the EIR, which assumes approximately one meeting per week over a year period. Additional public meetings, including the scoping meeting and public hearing, and those associated with reviewing comments on the IS, Draft EIR, and Final EIR, are included in this total number of meetings. Other meetings may be attended on a time -and- materials basis, additional to the proposed price and with prior authorization by the City of Arcadia. List of Products ■ Attendance at up to sixty (60) project meetings by the EIP Project Manager and Deputy Project Manager Cost Estimate EIP has prepared a cost estimate that is competitive, yet as reflective as possible of the level of effort required to complete the scope of services requested by the City, based on our previous history and our current understanding of the project. For your convenience, we have provided a detailed cost proposal (following this page), identifying labor costs by task, by person, and by hour. We have also detailed our direct costs. Also included is EIP's compensation billing rate schedule. Page 6 City of Arcadia • • Proposal to Prepare the Santa Anita Racetrack Mixed -Use Development Project EIR I Exhibit "B" SCHEDULE OF SERVICES [INSERT SCHEDULE] IM Ll SHOPS AT SANTA ANITA ENWRONMENTAL IMPACT REPORT SCHEDULE WEEIL ( �i i Er3 `i r w; TASOR�DEIIVERABIE �" ' Y A a� i �tE� §; ul t'vatfi mP Nir �t 'h, 41 II � t.tl l; n , I n � a.41i•1 f;iw i n�7 . IIii Lm �.'fl "OH i Ii ( � ,i 1/6/05 Meeting with City, Caruso and EIP regarding EIR. 1/17/05 Issue Initial Study/Notice of Preparation/Related Documents. 2/17/05 End of 30 -day response Period for NOR ? Conduct Environmental Scoping Meeting. 2/25/05 EIP submits First Administrative Draft EIR (without Traffic /with Noise and Air). 3/9/05 Meeting with City, Caruso and EIP regarding review of First Administrative Draft EIR. 3/25/05 EIP submits Second Administrative Draft EIR. 3/31/05 Meeting regarding review of Second Administrative Draft EIR. 4/15/05 EIP submits Third Administrative Draft EIR- 4/21/05 Meeting regarding review of Third Administrative Draft EIR 5/06/05 EIP submits Fourth Administrative Draft EIR. 5/12/05 Meeting regarding review of Fourth Administrative Draft EIR. 5/20/05 EIP submits Final Administrative Draft EIR. 5/26/05 Meeting regarding review of Final Administrative Draft EIR. 5/30/05 EIP completes Draft EIR; Issues Notice of Completion; Begin 45 -day Review Period. 6/1/05- 6/17/05 Draft Topical Responses to Comments. 6/23/05 Meeting regarding Topical Responses to Comments. 7/14/05 End of 45 -day Review Period. 7/15/05- 7/25/05 EIP submits First Draft Responses to Comments (RTCs) Document and any Text Changes (Final EIR). (One -by -one, when completed.) 7/28/05 Meeting regarding RTCs and Final EIR, --LOSA L 117990.v3 �1. 1 9 • 9 r�Ek` 'v a1104: �..�, aHU F �'! ib�t1�`h` fJR p R'ABUE' r Ijry 0.0.,,x r�k P i f ..ti .l; u"l.i .;, ai ��q�ih i, ��� �,fr ,.4i .. 3i : # .II i., == �. ..A �k�. § i�t sYsslfl,iify tt d „ Ull 8/5/05 EIP submits Second Draft RTCs and Final FIR. 8/11/05 Meeting regarding review of Second Draft RTCs and Final EIR. 8/13/05- 8/17/05 EIP submits revised Third Draft RTCs and Final EIR. 8/22/05 Conference call regarding RTCs and Final EIR. 8/22/05 Publish Notice of Planning Commission Meeting. - 9/2/05 Publish Notice of Final EIR- 9/13/05 Planning Commission Hearing. 9/20/05 City Council Public Hearing (First Reading of Ordinance). 10/20 /05 City Council Meeting (Second Reading of Ordinance). 10/21/05 File Notice of Determination with State Clearinghouse County Clerk. 2 —LOSA 1: 1179910.0 Exhibit "C" COMPENSATION [INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES] C -1 W J+ C d E CL O d i d d IA 1 d !K i 41 d c Q rd c O a i d O i H G Q N N U. 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