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CONTRACT 4313 Reimbursement Agreement CLOSEDs f 0 REIMBURSEMENT AGREEMENT This Reimbursement Agreement ("Agreement") is entered into as of July 3, 2012 by and between the City of El Segundo, a general law city and municipal corporation ("City"), and The Boeing Company, a Delaware Corporation ("Applicant/Developer"), who agree as follows: 1. Recitals. This Agreement is made with reference to the following facts and circumstances: a. The Applicant/Developer has filed an application to build a three-story addition to expand the existing Boeing S-50 office building located at 1700 East Imperial Avenue (the "Project") and such Project requires environmental review and preparation of environmental technical reports under the California Environmental Quality Act ("CEQA"). b. Applicant/Developer is seeking to expand development on the property and construct a 24,871 net square -foot building addition containing general office space. The new construction is an addition to an existing 144,519 net square -foot office building. The total proposed size of the expanded building is 169,390 net square feet. C. In order for Applicant/Developer to accomplish such development, City must assign certain City staff or consultants to complete a number of tasks including environmental review, zoning review, plans review for compliance with City standards, building code compliance, analysis of technical studies, preparation of staff reports, development of potential mitigation measures, and project management duties (collectively, "Services") which will exceed the capacity of the current city staff, as such Services are further described in Exhibit "A" attached hereto and incorporated by this reference. d. City believes it is in the public interest for Applicant/Developer to pay for such Services. 2. City Reimbursement. City has estimated the costs and expenses of completing the Services as being approximately $87,500 (of which $61,500 is estimated for an environmental consulting services and $26,000 is estimated for contract administration services). However, the Applicant/Developer acknowledges that the actual amount of such costs and expenses may be different. Nonetheless, even though the actual amount of such costs and expenses may be different, the Applicant/Developer agrees to reimburse the City for the full amount of such actual costs and expenses in the manner provided in this Agreement. Upon completion of the Services, City will provide Applicant/Developer with an accounting of those costs and expenses, which accounting the Applicant/Developer agrees will be conclusive, in the absence of manifest error. The total of the costs and expenses, as disclosed by the accounting, is called the "Reimbursement Amount." 3. Method of Reimbursement. a. Except as provided below, upon execution of this Agreement, Applicant/Developer agrees to deposit with City $87,500 ("Deposit Amount") which represents one -hundred percent (100%) of the estimated Reimbursement Amount. Should the actual Reimbursement Amount exceed the Deposit Amount, Applicant/Developer agrees to promptly pay City any difference. Should the Reimbursement Amount be less than the Deposit Amount, City will refund Applicant/Developer any remaining Deposit Amount to Applicant/Developer within thirty (30) days after determining the Reimbursement Amount. b, The Deposit Amount will be placed in a non -interest bearing trust account established by the City Manager. Applicant/Developer understands and agrees that City will not pay interest to Applicant/Developer on the Deposit Amount and Applicant/Developer will not seek such interest payments from City. Costs associated with the Services will be charged against the deposit amount. The City may require Applicant/Developer to replenish the amount should the balance fall below $10,000. 4. City Administrative Costs. Administrative costs incurred by City, including, without limitation, staff time, legal costs, fees and services, must be reimbursed on a time and materials basis based on current City reimbursement rates. As described in Section 2 above, it is currently estimated that such administrative costs will total $26,000. Applicant/Developer acknowledges that such amount is an estimate only and that the actual administrative costs may be more or less than such amount. Such costs will be deducted by City from the Deposit Amount on a monthly basis. 5. Applicant/Developer Default. Should Applicant/Developer fail to perform any of its obligations under this Agreement, then City may, at its option, pursue any one or more or all of the remedies available to it under this Agreement, at law or in equity. Without limiting any other remedy which may be available to it, if Applicant/Developer fails to perform any of its obligations under this Agreement, City may cease performing its obligations under this Agreement and may bring an action to recover all costs and expenses incurred by the City in completing the Studies, together with interest thereon from the date incurred at the rate of 10% per annum. 6. Compliance with Law. Applicant/Developer will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to this Agreement. 7. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 8, Insolvency; Receiver. Either the appointment of a receiver to take possession of all or substantially all of the assets of Applicant/Developer, or a general assignment by Applicant/Developer for the benefit of creditors, or any action taken or offered by Applicant/Developer under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Applicant/Developer, and in such event this Agreement will automatically cease and terminate if Applicant/Developer or its successor or assign cease or fails to timely pay any amount due and payable by Applicant/Developer (or its successor or assign) under this Agreement. 9, Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: Applicant/ Developer at: Kory D. Weis Site Services Director The Boeing Company 901 North Selby Street El Segundo, California 90245 (310) 662-5333 City at: City of El Segundo Attn: Kimberly Christensen, AICP, Planning Manager 350 Main Street El Segundo, CA 90245 (310) 524-2345 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 10. Acceptance of Facsimile Signatures. The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 11. Governing Law. This Agreement has been made in and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this Agreement will be in Los Angeles County. 12, Partial Invalidity. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 13. Integration. This instrument and its attachments constitute the sole agreement between City and Applicant/Developer respecting the matters above and correctly sets forth the obligations of City and Applicant/Developer. Any Agreement or representations respecting the Property or its licensing by City to Applicant/Developer not expressly set forth in this instrument are void. 14. Construction. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 15. Authority/Modification. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. City's city manager, or designee, may execute any such amendment on behalf of City. 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. IN WITNESS WHEREOF the parties, hereto have executed this contract the day and year first hereinabove written. (.',',ity of Ell Segundo, '5 .. u""'fi a 111111 ici a] cov-p a iZ,, . . . .......... ............ c 'r, C, y M� 'J� 3 4g,a -in 4t a j i a g e r (Greg Car ATTE, Trac Cit C r APPROV ED A S 0 MARK t), HE L tto By: Ka I 1 Ierger, Assistant Clty A r ey 'rhe B, cing Company, aDel, ar, Corporation. .................... Kory D. Weis Site Services Director EXHIBIT "A" DESCRITTION OF SERVICES See attached EcoTierra Consulting Proposal for Consulting Services PAI'lanning & Budding SafetyW Manning - 01&Consultant IlIng ServicoMeimbursement AgivemenIABocing 4-50 Add it iwAR ei nibursoment Agrevnient Btwing S-50,duc 01' 11 *im .1 i , ,, -­r i E.::1, r r a SENT VIA EMAIL June 13, 2012 Mr. Masa Alkire, AICP, Principal Planner City of El Segundo 350 Main Street El Segundo, CA 90245 RE: Cost Proposal and Scope of Services for the Preparation of Environmental Documentation for the Proposed Boeing Building S50 Addition Project Dear Masa: EcoTierra Consulting, Inc. (EcoTierra) is pleased to present this proposal to provide environmental consulting services for the proposed Boeing Building S50 Building Addition Project (the "Proposed Project") located in the City of El Segundo. As detailed further below, EcoTierra's services would include preparing an Initial Study (IS) document, pursuant to the California Environmental Quality Act (CEQA) Guidelines. It is assumed that the City of El Segundo will assume the role of Lead Agency for the Proposed Project. Our services would include preparing environmental analysis and documentation pursuant to the state CEQA Guidelines and the City of El Segundo environmental review procedures. EcoTierra's objective would be to assist the City and applicant in obtaining environmental clearance for the project in the form of an Initial Study and Mitigated Negative Declaration (IS/MND), in compliance with CEQA. Our understanding of the Proposed Project and scope of services is as follows: PROJECT UNDERSTANDING The project site is located in the northern area of the City of El Segundo, between Imperial Avenue and Walnut Avenue, west of Sepulveda Boulevard. The Proposed Project consists of a 25,308 square foot addition to the existing 168,811 square foot S50 building located within the multi -building Boeing campus. The project site is located south of Los Angeles International Airport (LAX) and is surrounded by high-rise office buildings and commercial uses. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 2 It is our understanding that the proposed project would require approval of a subdivision and zone variance by the City. The zone variance would permit the new addition to match the height of the existing S50 building, which is a legal non -conforming (for building height) structure under the current City zoning code. SCOPE OF SERVICES EcoTierra will execute the following scope of services to prepare the IS/MND for the Proposed Project. EcoTierra's staff for this assignment will be Craig Fajnor, Principal, and Jennifer Johnson, Environmental Planner. Cadence Environmental Consultants' staff person for this assignment will be Michael Brown, President. Overland Traffic Consultants' staff person for this assignment will be Liz Culhane, Principal. Resumes for consultant staff for this project are contained in Attachment A to this proposal. Task 1: Data Collection The IS/MND must include a detailed project description based on the proposed plans and program information provided by the Applicant. This project description will be used by EcoTierra to determine the potential environmental effects of project implementation and to identify appropriate mitigation measures, if any are required. EcoTierra will review all materials provided by the City, the Applicant, and any other responsible agency essential for preparation of the environmental documentation, as well as any other appropriate informational documents prepared for projects in the vicinity, as available. Task 2: Project Description EcoTierra will prepare a complete project description for use in the IS/MND based upon information provided by the City and Applicant. EcoTierra will meet with the City in a kickoff meeting to refine and finalize the project description and develop a mutual understanding of the approach. Additionally, the project schedule and significance threshold criteria to be used in the IS/MND will be developed early in the process and will be discussed at this meeting. The project description will include discussions of the following: 1) project site's regional and local location; 2) project objectives and goals; 3) project characteristics; and 4) a list of required approvals. Deliverables: EcoTierra will submit a draft project description to the City for review in electronic (MS Word and Adobe (.pdf)) format. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 3 Task 3: Screencheck Draft Initial Study EcoTierra will prepare a Screencheck Draft IS/MND, in accordance with the requirements of CEQA and State CEQA Guidelines for review by the Lead Agency. The IS/MND will contain all applicable environmental components required by CEQA, including Introduction, Background, Project Description/Characteristics/Phasing and Discretionary Approvals; Setting, Impacts (Project and Cumulative), Mitigation and Level of Significance After Mitigation; and mandatory CEQA findings. The IS/MND will be submitted to the City for first review and comment. EcoTierra's IS will respond to all environmental issues listed in the State CEQA Guidelines IS Checklist. Analyses will be prepared based on site surveys, architectural design information (e.g., site plans, project description materials, etc.), collection of photographic data and other technical data. While the IS will address all environmental issue areas indicated on the IS Checklist, obvious environmental concerns that would need to be addressed and analyzed in greater detail include the following: • Aesthetics • Air Quality/Greenhouse Gas Emission • Geology and Soils • Hazards and Hazardous Materials • Hydrology and Water Quality • Land Use/Planning • Noise • Public Services and Utilities • Traffic, Transportation and Parking Deliverables: EcoTierra will submit to the City two (2) hard copies, one (1) electronic copy in Microsoft Word format, and one (1) electronic copy in Adobe (.pdf) format of the Administrative Draft Initial Study/MND. Aesthetics The analysis of aesthetic issues will involve collection of photographic data from the areas surrounding the project site and preparation of a qualitative analysis of the potential impacts related to aesthetics as observed from these areas. In addition, the proposed building heights will be evaluated in light of adjoining development, and adopted urban design and land use plans set forth in the City's General Plan. The project would be developed within a visual environment that is dominated by the large commercial office buildings located adjacent to the s Mr. Masa Alkire City of El Segundo June 13, 2012 Page 4 1-105 freeway. This data collection and analysis would be provided by EcoTierra. Potential shadow impacts will be qualitatively evaluated, in light of the lack of shadow -sensitive receptors in the area surrounding the project site. Air Quality The City of El Segundo is located within the South Coast Air Basin ("Basin"), which exceeds national and State ambient air quality standards for several air pollutants. The South Coast Air Quality Management District ("SCAQMD") is the agency principally responsible for comprehensive air pollution control in the Basin. The proposed project would generate new emissions associated with the construction -related and operational activities at the site. These emissions could exceed the thresholds of significance recommended by the SCAQMD and adopted by the City of El Segundo for use in evaluating air quality impacts. Cadence Environmental Consultants (Cadence) will prepare technical discussions and analyses for each impact topic in the Air Quality section of the Initial Study. The analyses will follow the recommendations of the SCAQMD's CEQA Air Quality Handbook and current SCAQMD practices, and will also incorporate information from the SCAQMD's Rules and Regulations. Cadence will quantify the potential regional and local air emissions associated with the proposed project and compare them to the thresholds of significance recommended by the SCAQMD. This will include emissions associated with short-term construction activities (i.e., construction equipment, fugitive dust, vehicle trips and architectural coatings) and long-term operational emissions (i.e., increased energy use, landscape maintenance, architectural coatings, consumer products, and vehicle trips). The SCAQMD's screening level protocol will be used to determine whether construction- related and operational activities at the site could expose existing sensitive receptors to substantial pollutant concentrations. Mitigation measures will be identified for any potentially significant impacts, and their effectiveness quantified to the extent feasible. Computer model printouts will be provided for use in the technical appendices of the Initial Study. Greenhouse Gases As of the date that this proposal was prepared, neither the SCAQMD nor the City of El Segundo has adopted thresholds of significance for the evaluation of GHG impacts associated with general development projects. Therefore, Cadence will prepare an analysis that evaluates the impacts of the proposed project in a manner used for other projects in Southern California. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 5 The GHG analysis will briefly discuss the current efforts established by the state of California to reduce the amount of GHGs generated in the state. The potential increase in greenhouse gas emissions that would be generated by the proposed project will be quantified as currently recommended by the California Air Resources Board and the California Attorney General. The consistency of the project with the applicable policies adopted to reduce state-wide GHG emissions will be presented and it is this consistency evaluation that will be used to determine the significance of the proposed project. Computer model printouts will be provided for use in the technical appendices of the Initial Study. Geology and Soils This section of the IS/MND will be based on the geotechnical report provided by the project applicant. Geologic hazards may include ground shaking, ground rupture, liquefaction, and adverse soil conditions. Soil types, their general geotechnical characteristics, and preliminary evaluation of impacts to the project will be described. Seismic setting, including local faults and historic earthquakes will be researched. Potential geotechnical issues include soft ground conditions, shallow groundwater, expansive and/or collapsible soil, corrosive soil, liquefaction, and seismicity. The IS/MND will include discussions of topography, geologic setting including identification of the major geologic and soil units, seismic setting, faults, and potential geologic hazards, applicable plans and regulations, significance criteria, impacts, and mitigation measures. Impacts from geologic and seismic issues to and from the project site will be discussed. Geologic figures may include a fault location map, regional geologic map, and other figures as deemed appropriate and necessary to the text. Incorporation of the analysis for this topic would be provided by EcoTierra. Hazards and Hazardous Materials This section will be based on the Phase I Environmental Site Assessment, Northeast Corner Of Los Angeles County Assessor's Parcel Number 4139-009-016, El Segundo, California, dated May 10, 2012, as provided by the project applicant. Incorporation of the analysis for this topic would be provided by EcoTierra. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 6 Hydrology and Water Quality Hydrology and water quality impacts will be evaluated in light of existing regulations for off -site stormwater runoff during both the construction and operational phases. Data collection and analysis for this topic would be provided by EcoTierra. Land Use The analysis of land use issues would involve discussion of the El Segundo General Plan and zoning regulations (El Segundo Municipal Code Title 15), Federal Aviation Administration regulations, and disclosure of required General Plan/zoning actions required to ensure project consistency. EcoTierra would prepare this analysis. Noise The proposed project would generate increased traffic volumes on the roadways in the vicinity of the site and these traffic volumes could result in increased noise levels at nearby sensitive uses. Noise levels may also increase at the site due to construction activities, and increased human activity and mechanical equipment. Cadence will prepare technical discussions that address the impacts of the project on background noise levels and the population's exposure to physically or psychologically damaging noise levels. The noise analyses will be based upon noise level measurements, calculations, and approximations of future noise levels that are expected to occur at the project site and surrounding vicinity. An introductory discussion will briefly summarize the nature of sound and ground -borne vibration, and will introduce acoustical terms that relate to the noise analysis. Relevant local noise standards and guidelines — including those established in the City's General Plan — will also be summarized. Potentially vulnerable existing noise -sensitive land uses (e.g., residences and schools) will be identified along with the primary sources of noise in the project vicinity. Existing ambient daytime noise levels will be measured at up to three locations at, and in the vicinity of, the project site. Existing and future 24-hour noise levels will also be calculated for the various roadway segments in the project vicinity using the Federal Highway Administration Highway Noise Prediction Model (FHWA-RD-77-108) and traffic counts from the traffic study prepared for the project. The model will calculate the average noise level at specific locations based on traffic volumes, average speeds, roadway geometry, and site environmental Mr. Masa Alkire City of El Segundo June 13, 2012 Page 7 conditions. Vehicle noise energy rates in the FWHA model will be modified to incorporate rates utilized by Caltrans, which better represent vehicle noise levels in California. Noise levels generated during construction will be evaluated as to their potential to affect existing noise -sensitive uses in the vicinity of the project site and their comparison to the City's adopted thresholds of significance. Likewise, the analyses will evaluate the potential ground - borne vibration levels that would occur during construction and could be experienced at nearby sensitive uses. The analysis of operational noise impacts will address future noise levels at the project site and within the surrounding vicinity. The future roadway noise levels and noise levels generated by the surrounding land uses will be compared to applicable standards to determine whether the proposed uses would be exposed to noise levels that exceed these standards. Future noise levels along roadway segments in the study area will be compared to thresholds to determine whether traffic generated by the project causes a substantial increase in noise at noise -sensitive locations in the project vicinity. Mitigation measures will be identified to potentially significant impacts (if any), and their effectiveness will be quantified. Computer model printouts will be provided for use in the technical appendices of the Initial Study. Public Services and Utilities Public services and utilities will be addressed through collection of data from cognizant utility and service providers and generation of qualitative and quantitative estimates of project -level demand. EcoTierra would prepare this analysis. Traffic, Transportation and Parking Overland Traffic Consultants will prepare a traffic impact study for the project consistent with City of El Segundo guidelines, which will include the following: • Describe study area streets and land use incorporating any changes; • Collect traffic volume data information at the following intersections and street segments': o Intersections ■ Imperial Highway/California Avenue 1 The identified study area is expected to be sufficient to cover the potential area of traffic impact from the proposed project based on the expected traffic generation, location of turning movements and likelihood for significant traffic impacts. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 8 ■ Sepulveda Boulevard/Imperial Highway ■ Sepulveda Boulevard/Walnut Avenue c Street Segments ■ Walnut Avenue west of Sepulveda Boulevard ■ Imperial Ave between California Street & easterly end of street; • Conduct a current field evaluation of the project area; • Calculate existing (AM & PM) peak hour traffic conditions at the 3 study intersections and 2 street segments; • Research and document other development projects in the study area; • Estimate project traffic generation using industry standard traffic generation rates for the proposed project; • Forecast Existing + Project conditions; • Forecast future year traffic conditions without the project and with the project; • Review Congestion Management Program requirements; • Forecast and evaluate potential impacts to Transit (bus & rail) with the project; • Discuss project access, internal circulation, and parking requirements; • Discuss parking loss due to the new building, current parking available and excess parking as noted in the campus parking plan • Describe traffic mitigation measures, if necessary; and • Summarize the traffic impact study conclusions. The traffic study fee includes discussion regarding study parameters for the project with the City and designated consultant(s). Additional Traffic Data Collection - If City staff requires additional traffic data collection beyond that estimated (3 intersections and 2 roadway segments), the cost of such additional data collection will be at the rate of $600 per intersection and $80 per street segment. Meetings - Overland Traffic Consultants will attend meetings and hearings as requested, Additional Tasks - Upon request, Overland Traffic Consultants will respond to additional traffic issues/concerns not covered in this proposal that may be raised. Mr. Masa Alkire City of El Segundo June 13, 2012 Page 9 Deliverables: EcoTierra will submit to the City two (2) hard copies, one (1) electronic copy in Microsoft Word format, and one (1) electronic copy in Adobe (.pdf) format of the Traffic Study. Task 4: Administrative Review/Distribution of IS/MND When the first draft of the IS/MND is complete, the relevant materials will be consolidated into the preliminary Administrative (Screencheck) Draft IS/MND. Copies of the Administrative Draft IS/MND will be submitted to the City for review. Typical City staff review involves a maximum of two drafts of the Screencheck Draft IS/MND. The first review would include the most edits, with the second draft requiring minor final corrections only. This second draft would be expected to be approved by the City as the Draft IS/MND for public circulation. EcoTierra will circulate the Draft IS/MND to the State Clearinghouse for State agency review. EcoTierra understands that the City will distribute the Draft IS/MND to other agencies and interested parties as necessary. EcoTierra will assist the City in this distribution as required. The public comment period on the IS/MND will be at least 30 days. During the preparation of the Draft IS/MND, EcoTierra will attend up to two team meetings and/or conference calls. Attendance at meetings beyond the maximum identified in this proposal will be subject to the City's written approval and will be compensated consistent with EcoTierra's standard fee schedule, contained in Attachment B to this proposal. Deliverables (Administrative Drafts): EcoTierra will submit to the City two (2) hard copies, one (1) electronic copy in Microsoft Word format, and one (1) electronic copy in Adobe (.pdf) format of revised Administrative Draft(s) of the Initial Study/MND. Deliverables (Draft IS/MND for Public Review): EcoTierra will submit to the City thirty (30) hard copies, one (1) camera-ready copy, one (1) electronic copy in Microsoft Word format, and ten (10) electronic copies in Adobe (.pdf) format of the Draft Initial Study/MND and technical appendices. Technical Appendices in the hard copy version will be provided on cd in .pdf format in the back of the document. Task 5: Responses to Comments & Final IS/MND During the public review period, EcoTierra will prepare responses to comments on the Draft IS/MND. Once we have reviewed the comments and prior to preparing the responses, we will present a strategy for the response document and will discuss that strategy with the Lead Agency. The strategy will address the following types of issues: whether comments will be responded to individually or grouped by topic and subtopic; tracking system for cross referencing and ensuring that all comments are answered; and an approach to answering Mr. Masa Alkire City of El Segundo June 13, 2012 Page 10 comments on issues that may be more philosophical than technical (such as the project objectives). EcoTierra's objectives for response to comments are: (1) to be aggressive in assigning responsibilities to technical or legal members of the team in order to maintain the schedule and minimize later revisions; (2) to prepare a document that is well organized and usable by all parties; including the public; and (3) to thoroughly respond to all comments. Although the focus of the responses will be those comments that are truly subject to CEQA review, we will also endeavor to answer all questions informatively. Following Lead Agency review of responses to comments, EcoTierra will prepare a proposed Final IS/MND (Volume II), which will consist of comment letters and responses thereto with supporting appendices material; and modifications to the Draft IS/MND document (to be accomplished through preparation of corrections and additions to the Draft IS/MND document), if deemed necessary by the Lead Agency. Deliverables (Responses to Comments): EcoTierra will submit to the City two (2) hard copies, one (1) electronic copy in Microsoft Word format, and one (1) electronic copy in Adobe (.pdf) format of an Administrative Draft and revised Administrative Draft(s) of Responses to Comments. Deliverables (Final IS/MND): EcoTierra will submit to the City five (5) hard copies, one (1) camera-ready copy, one (1) electronic copy in Microsoft Word format, and ten (10) electronic copies in Adobe (.pdf) format of the Final Initial Study/MND and technical appendices. Technical Appendices in the hard copy version will be provided on cd in .pdf format in the back of the document. The Final IS/MND will also incorporate the final version of the MMRP as discussed in Task 6. Task 6: Mitigation Monitoring and Reporting Program Once the Draft IS/MND is distributed, EcoTierra will prepare a Mitigation Monitoring and Reporting Program (MMRP) pursuant to California Public Resources Code Section 21081.6. The MMRP is intended to ensure that required mitigation measures are implemented during project construction and operation to reduce potentially significant environmental impacts. The MMRP will contain an inventory of mitigation measures, timing for implementation (e.g., prior to issuance of grading permits), the responsible staff or agency assigned to monitor the condition, and a compliance statement. The MMRP will be provided to the Lead Agency for attachment to the agency's resolutions approving the IS/MND. Deliverables: EcoTierra will submit to the City two (2) hard copies, one (1) electronic copy in Microsoft Word format, and one (1) electronic copy in Adobe (.pdf) format of an Administrative Mr. Masa Alkire City of El Segundo June 13, 2012 Page 11 Draft and revised Administrative Draft(s) of the MMRP. The MMRP will be incorporated into the Final IS/MND upon approval of both documents by the City. Task 7: Public Hearings EcoTierra will attend up to two public hearings related to the project, as requested by the City. Tentative Schedule/Timeline of Deliverables A tentative schedule for completion of the environmental documentation is shown in Attachment C to this proposal. Cost Estimate The estimated cost to complete the IS/MND for the Proposed Project is shown in Attachment D to this proposal. Direct costs would be reimbursable upon provision of proper documentation. Invoices will be submitted on a percent complete basis in accordance with the tasks outlined in Attachment D. Invoices shall be due from the client within 30 days. Should the scope of work increase or change, the Client understands that the consultant fee could exceed this amount. Such changes include, but are not limited to, the following: • Additional analysis of impact categories added as a result of comments received from the public, governmental agencies and/or other interested parties. • Additional analysis required as a result of project modifications or delays in receiving project materials. • Changes and/or modifications in State CEQA requirements. • Additional hours required to attend project meetings, public hearings, or community meetings beyond that described in this proposal. • Additional hours required to complete the Final IS/MND. • Any changes to assumptions and/or understandings contained herein regarding preparation of the necessary CEQA documentation. Mr. Mosa Alkira CRV of El SegUndo June 13,2012 Nge�12 We appreciate the opportunity to submit this proposal and look forward to working with you on this assignment. Please feel free to contact me at (213) 235-4771 if you require any additional information regarding this proposal. Sincerely, FcoTierrp, Co-tsultNig, Ltc� " (rRjg ajnNor Principal ATTACHMENT A PROJECT TEAM RESUMES Staffing for the preparation of the IS/MND for the proposed Boeing Building S50 Addition Project shall be as follows: EcoTierra Consulting, Inc. (Management, Preparation of IS/MND Sections): Craig Fajnor, Project Manager/Section Preparer; Jennifer Johnson, Associate Project Manager/Section Preparer Overland Traffic Consultants (Traffic Study): Liz Culhane Cadence Environmental Consultants (Air Quality/Greenhouse Gas Emissions/Noise): Michael Brown 4313. � a= r r ECOTIERRA STAFF RES CRAIG FAJNOR / PRINCIPAL Experience Summary Mr. Craig Fajnor, Co -Founder and Principal of II'�IICcoTierra (°birsu.iil°,iing, IIii'm., has more than 30 years experience in government, including 22 years of experience in environmental planning and project management. Mr. Fajnor has served in a senior management position at various consulting firms for over 15 years and operated an independent consulting practice for more than four years. Mr. Fajnor specializes in urban projects and has managed large and complex projects in Los Angeles and throughout the Southern California region. Mr. Fajnor brings hands-on experience in all forms of environmental documentation which may be needed to meet the requirements of the California Environmental Quality Act and the National Environmental Policy Act. Education Background and Professional Affiliations • M.A. in Planning — University of Virginia • B.A. in Political Science — Duke University • American Planning Association (APA) • Former editor of The Dispatch, newsletter of the Los Angeles Section of APA Project Experience EIRs/EISs • Anaheim Gateway Project (EIR) • Ashland Chemical Distribution Center (EIR) • Bradley Landfill and Recycling Center Master Plan (EIR) • Chinatown Redevelopment Project (EIR Addendum) • Downey Studios Mixed -Use Development Specific Plan (EIR) • Grand Avenue Project (EIR Addendum) • Harbor Gateway Center (EIR) • Hollywood & Highland (EIR) • Hollywood Redevelopment Plan (EIR) • Hollywood and Vine (EIR Addendum • Kinder -Morgan Tank Farm Projects (EIR) • LAAFB Land Conveyance, Construction and Development Project (EIR/EIS) • Metro Universal Project (EIR) • North Hollywood Arts and Entertainment District (EIR/EIS) • Playa Vista Phase I (EIR) • Sepulveda/Rosecrans Site Rezoning and Plaza El Segundo Development (EIR) • Santa Monica -UCLA Medical Center (EIR) • Staples Center (EIR) • UCLA University Village Expansion (EIR) • Universal City Specific Plan (EIR) • Valley Plaza/Laurel Plaza Redevelopment (EIR) • Wilshire Grand Redevelopment (EIR) Initial Studies/MNDs/EAs • California Hospital Medical Center Seismi Reconstruction (EA) • Sunquest Business Park (E • Wiseburn School., 17 JENNIFER JOHNSON / PROJECT MANAGER Experience Summary Ms. Jennifer Johnson, a Project Manager for Ec4)Tierra Cron su kiiing, Ilnc., has over 11 years of experience in land use analysis and preparation of environmental review documents pursuant to CEQA and NEPA. Ms. Johnson has assisted and managed projects involving the preparation of environmental documentation for both private and public sector clients, including: Environmental Assessments, Initial Studies, Negative Declarations, Mitigated Negative Declarations, Mitigation Monitoring Programs, Environmental Impact Reports, Focused Environmental Impact Reports, and Environmental Impact Statements. Ms. Johnson has been involved in numerous types of projects, including but not limited to, high -density residential projects, mixed -use projects, office projects, educational/institutional projects, and entertainment and sporting facility projects. Her responsibilities include the following: management of projects; project budgeting and scheduling; work product quality control; conducting research and writing various document sections; coordination with regulatory agencies and subcontractors; as well as preparation of proposals. Education Background and Professional Affiliations • B.A. in Environmental Studies and Public Policy & Management - USC • Association of Environmental Professionals (AEP) • Los Angeles Chapter AEP 2006 Board Newsletter Editor • Los Angeles Chapter AEP 2004 Spring Conference Sponsor Chairperson Project Experience EIRs/EISs • Casden Sepulveda Project (EIR) • Chabad Expansion (EIR) • El Segundo Corporate Campus (EIR) • Hillcrest Christian School and Church West Expansion (EIR) • Hollywood Park Redevelopment Project (EIR) • LAAFB Land Conveyance, Construction, and Development Project (EIS/EIR) • Los Angeles Memorial Coliseum (EIR) • Metro Universal Project (EIR) • Museum of Tolerance (EIR) • Palisades Landmark Condominium Project (EIR) • Plan Amendment/Valley Plaza, and Laurel Plaza Development (EIR) • Playa Manchester (EIR) • Santa Clarita Keystone (EIR) • Santa Monica College Madison Theater (EIR) • Self -Realization Fellowship Church Master Plan Revision (EIR) • The Grand Avenue Project (EIR) • Tierra Luna Specific Plan (EIR) • Viewpoint School Modernization Program (EIR) • Wilshire Boulevard Condominium Project (EIR) • Wilshire Grand Redevelopment Project (EIR) Initial Studies/MNDs/EAs • Beverly Connection Center Project (MND and Addendum) • Boeing Selby Block Zone Change and Gen Land Use Map Designation Amend • Furama Hotel Redevelop • Vibiana Lofts i'1, go m Cal RESUME Mr. Jerry Overland — Mr. Overland is a graduate traffic engineer and a registered traffic engineer with over 25 years of experience in the transportation engineering field. Prior to incorporating Overland Traffic Consultants in 2002, Mr. Overland was employed by Crain & Associates for 11 years as a senior traffic engineer managing multiple transportation studies and design projects throughout the Southern California area. Mr. Overland began his engineering career with the City of Los Angeles Department of Transportation preparing traffic signal and roadway striping/signing plans. Public sector experience includes investigating and analyzing traffic control devices in addition to conducting and reviewing land development plans, and developing and administering transportation specific plans. Ms. Liz Culhane - Ms. Culhane is a graduate engineer from California State University Northridge. She is a registered traffic engineer with over 20 years of experience in the transportation engineering field. She has extensive background in both the public and private sector participating in a broad range of public hearings, development review, drafting traffic sections of environmental impact reports, mitigated negative declarations, subdivisions and other forms of the entitlement process. Her career in engineering began with the City of Los Angeles Department of Transportation with 12 years of experience in transportation planning, signal operations, geometric design, district operations, and franchises before branching out into the private sector. She has participated in development teams providing input on traffic generation, parking, shared parking, site plan access and circulation. Overland Traffic Consultants has performed work in many jurisdictions including Beverly Hills, Burbank, Calabasas, Canyon Country, Chatsworth, Chino Hills, Culver City, Downtown Los Angeles, East Los Angeles, El Segundo, Encino, Hawthorne, Hollywood, Inglewood, Lake Forrest, Lancaster, Long Beach, Malibu, Northridge, Palmdale, Pasadena, Rancho Palos Verdes, San Bernardino, San Diego, San Francisco, San Pedro, Santa Clarita, Santa Monica, Sherman Oaks, Simi Valley, South Los Angeles, Studio City, Torrance, Valencia, Van Nuys, Honolulu, HI, Ukiah, West Los Angeles and, Woodland Hills. Recent projects include: f EDUCATIONAL INSTITUTIONS • Emek Hebrew Academy • Kabbalah Centre • Notre Dame High School - Sherman Oaks, CA • Sierra Canyon High School Athletic Fields • Temple Israel of Hollywood • Pierce College Campus Access and Parking Review • C.S.U.N Parking Lot Design • Figueroa Street Conquest student housing INDUSTRIAL • Aerospace Corporation • Boeing • Baldwin Hills Oil Fields • Bleach Manufacturing Plant - Lancaster MIXED -USE PROJECTS • 15214 Ventura Boulevard • La Brea Entertainment Complex • Reseda Boulevard @ Clark • Saint Regis • La Brea Avenue Mixed -use (KCOP site) • Lennar (Warner Center Office Park, Marlton Square, Washington Square) • Cascades Business Park and Golf Course • 1100 Wilshire Boulevard Mixed -use • Lucas/Bixel Mixed use • RAD Venice Mixed Use Bunker Hill Mixed Use • Victory Boulevard Mixed Use • Shoppes at Fair Oaks • 770 East Walnut Mixed -Use MISCELLANEOUS • Armenian Society - Los Angeles • Ilikai Hotel, Hawaii • Selma Hotel • Beverly Hills Hotel- Master plan • Van Nuys Gas Station • Westwood Village Mart • Canyon Medical Plaza — Santa Clarita • Valley Hunt Club • YMCA RESIDENTIAL • 1101 Main Street 0 1150 S. Grand Avenue • 1340 S. Olive Street • Avalon Warner Place • Stonebridge Estates • The Broadway Hollywood - Hollywood Blvd & Vine St • St. Regis Condominium Project • Vibiana Lofts • Oswego Gardens • Hill Avenue Condominiums SHOPPING CENTERS • Corbin-Vanowen Center • Lane Ranch Towne Center • Nordhoff Plaza • Pico Regency Plaza • Target - San Pedro, CA • The Commons @ Quartz Hill • Best Buy Sherman Oaks • Keyes Auto Dealerships (Van Nuys Bd.) • Vons Access Study in Montecito and Santa Clarita • In-N-Out Restaurant (Northridge, Van Nuys, Canoga Park, & Woodland Hills) Pico Bd., Braddock Drive & Saticoy Street Self Storage Projects • Calmart Supermarket • Home Depot (San Francisco, Mission Hills, Sunland) • Shared Parking Study for Rosemead retail project • Sam's Club Vermont • Target San Pedro • The Plaza @ The Glen Michael Brown Profile Mr. Michael Brown is the President of Cadence Environmental Consultants and serves in both managerial and technical roles at the firm. As an environmental consultant for more than 22 years, Michael has been involved in the preparation of environmental and planning documents throughout California. In addition to his management role, Michael maintains technical expertise in the assessment of air quality and environmental noise impacts. He has used this expertise to develop detailed computer models for the assessment of air quality and noise impacts. Michael also provides environmental report peer review services for jurisdictions in Southern California. Representative Project Experience The following list identifies a representation of projects that Michael has either managed or had a primary role in the evaluations of environmental impacts: GENERAL PLANS Corona General Plan Update Lancaster MEA and General Plan EIR Lancaster/Palmdale Enterprise Zone EIR Orcutt Community Plan, Santa Barbara County Santa ClaritaValleywide General Plan, City of Santa Clarita and Los Angeles County Sierra Madre MEA and General Plan EIR South Pasadena General Plan EIR SPECIFIC PLANS, RESIDENTIAL, AND MIXED -USE PROJECTS 1 155 S. Grand Avenue (Lot 1 14) MND, City of Los Angeles 3600 Wilshire Boulevard - Legacy Partners MND, City of Los Angeles Country Club of the Desert Specific Plan EIR, City of La Quinta Downey Landings Specific Plan EIR, City of Downey La Brea Gateway EIR, City of Los Angeles LA Lofts - 1028-1044 Hope Street MND, City of Los Angeles Newhall Ranch Specific Plan EIR, Los Angeles County Pacific City EIR, City of Huntington Beach Palo Comado Ranch EIR, City of Agoura Hills Parker Ranch EIR, City of Simi Valley Playa Vista Second Phase Project EIS/EIR, City of Los Angeles/Los Angeles County Porta Bella EIR, City of Santa Clarita Rancho La Sierra Specific Plan EIR, City of Riverside Rancho Malibu EIR, Los Angeles County Simi Village Interior and Exterior Noise Analysis, City of Simi Valley The Strand at Huntington Beach (Blocks 104 and 105) EIR, City of Huntington Beach University Community Plan EIR, Merced County University Park Master Development Plan EIR, City of Stockton Vallejo Station and Waterfront Project EIR, City of Vallejo Village at the Park Specific Plan and EIR, City of Camarillo Westridge EIR, Los Angeles County COMMERCIAL/OFFICE/INDUSTRIAL PROJECTS Camarillo Premium Outlets EIR, City of Camarillo Camarillo Promenade SEIR, City of Camarillo Camarillo Town Center (CPD-178/T-4690 Mod. NORCAN) EIR, City of Camarillo Camino Real Business Park Specific Plan EIR, City of Oxnard The Centre at La Quinta, City of La Quinta Flying J Travel Center Air Quality Impact Analysis, Shasta County L.A. Media Center MND, City of Los Angeles Oxnard Factory Outlet Center MND, City of Oxnard Paseo Camino Real MND, City of Camarillo The Shops at Santa Anita FEIR, City of Arcadia Wellpoint Health Networks EIR, City of Camarillo EDUCATIONAL/INSTITUTIONAL PROJECTS Academy of Sciences EIR, City and County of San Francisco Agua Dulce High School MND, Soledad-Agua Dulce Union School District Arnaz Elementary School/Oak View Elementary School Modernizations, Expansion and Consolidation MND, Ventura Unified School District California Lutheran University Master Plan EIR, City of Thousand Oaks East End Elementary School MND,Ventura Unified School District Manhattan Beach Middle School EIR, Manhattan Beach Unified School District New Camarillo Library EIR, City of Camarillo Royal High School Stadium EIR, Simi Valley Unified School District Southwest Campus Housing and Parking EIR, UCLA Santa Monica Library EIR, City of Santa Monica St. John's Pleasant Valley Hospital EA, FEMA UCLA 2002 Long Range Development Plan and Northwest Housing Infill Project EIR, UCLA UC Riverside Long Range Development EIR, UCR UCSB Ellwood Devereux and Housing EIR, UCSB PUBLIC IMPROVEMENT PROJECTS Antelope Valley Sheriff's Station EIR, City of Lancaster Carmen Drive/Ventura Freeway Interchange Improvements EIS/EIR, City of Camarillo/Caltrans Cathedral Oaks Drive Noise Analysis, Santa Barbara County Conejo Creek Sewer Line Replacement MND, City of Camarillo Corona Civic Center EIR, City of Corona Crestview Avenue Widening and Realignment, and Extension of Earl Joseph Drive MND, City of Camarillo Golden Gate Park Concourse Authority Projects EIR, City and County of San Francisco Las Posas Road Improvements MND, City of Camarillo Pasadena City Hall Seismic Retrofit EIR, City of Pasadena City of Roseville Capital Improvement Program EIR Surfer's Point Beach Nourishment Project, City of San Buenaventura Victoria Avenue/Ventura Freeway Interchange Improvements EIR, City of San Buenaventura/ Caltrans TRANSIT PROJECTS Northeast Corridor Service and Facilities Enhancement IS/EA, Sacramento Regional Transit District STUDIO USE PROJECTS NBC Studios Master Plan EIR, City of Burbank Warner Bros. Studio Master Plan Expansion EIR, City of Burbank REDEVELOPMENT PROJECTS Grand Central Market/Million Dollar Theater EIR, City of Los Angeles Heart of the City Specific Plan and Redevelopment Plan EIR, City of Redondo Beach SURFACE MINING PROJECTS Bettencourt Ranch Mine Project EIR, Merced County Blue Mountain Minerals Expansion Project EIR, Tuolumne County PETROLEUM EXTRACTION PROJECTS Wilmington Townlot Unit MND, City of Los Angeles AIRPORT PROJECTS Skytrails Aviation Hangar Project, Los Angeles World Airports MITIGATION MONITORING El Paseo Simi Project, City of Simi Valley Education B.A., Geography, California State University, Northridge, 1990 a ATTACHMENT ECOTIERRA FEE SCHEDULE ECOTIERRA CONSULTING, INC. FEE SCHEDULE 2012 • Principal • Project Manager • Landscape Architect • Environmental Planner • Assistant Planner • Graphics •, Word Proc.essing. $160.00/hour $145.00/hour $125.00/hour $120.00/hour $100.00/hour $75.00/hour $75.00/hour Direct expenses, including but not limited to those items presented below, will be reimbursable upon provision of proper documentation: • Purchases of project materials. • Reproduction, printing and photographic costs. • Postage, messenger and overnight mailing. • Other miscellaneous costs directly related to the project. ATTACHMENT C TENTATIVE PROJECT SCHEDULE ::; Boeing Building 550 Addition Project Tentative Schedule for IS/MND TASK/PHASE TIME Task 1: Kickoff Meeting 1 week from authorization to proceed. Task 2: Prepare Draft Project Description ............. 2 weeks from authorization to proceed. Task 3: Prepare Administrative Draft IS/MND Traffic Study: 4-6 weeks from (including technical studies) authorization to proceed. Administrative Draft IS/MND: 6-8 weeks from authorization to proceed. Task 4: Agency Review of Administrative Draft 2 weeks from receipt of Administrative IS/MND ........... _. Draft IS/MND. �............__............... Task 4: Revise Draft IS/MND per Agency Comments 1 week from receipt of Agency comments. Task 4: Agency Review of 2"d Administrative Draft 1 week from receipt of 2"d IS/MND .......................... Administrative Draft IS/MND. ........................... Task 4: Publish Draft IS/MND for Public Review; Send 1 week from receipt of Agency to State Clearinghouse comments. Task 4: Public Review and Comment Period Task 5/6: Prepare Final IS/MND, Response to Comments, MMRP, and Notice of Determination (NOD) Task 7: Project Hearings 30 days. ........® ........ 2 -4 weeks after close of public review period (depending on level of comments received). After completion of Final IS/MND. Hearing before El Segundo Planning Commission is tentatively scheduled for Sept 27, 2012 (based on June 1, 2012 project start). ATTACHMENT D COST ESTIMATE TABLE Boeing Building S50 Addition Project Cost Proposal For I'S/MND TASK STAFF HOURS RATE COST Review & Document the Task 1 Environmental Baseline Craig Fajnor, Principal 20 $160.00 $3,200.00 Task 2 Project Description. Craig Fa nor, Principal 10 $160.00 $1,600.00 Task 3 Prepare Screencheck Draft Initial Study/MND Introduction Jennifer Johnson, Environ. Planner 2 $120.00 $240.00 Environmental Setting Jennifer Johnson, Environ. Planner 6 $120.00 $720.00 Aesthetics Jennifer Johnson, Environ. Planner 6 $120.00 $720.00 Agricultural Resources Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Air Quality Cadence Environmental See Below Biological Resources Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Cultural Resources Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Geology and Soils Jennifer Johnson, Environ. Planner 6 $120.00 $720.00 Hazards and Hazardous Jennifer Johnson, Environ. Planner Materials 6 $120.00 $720.00 Hydrology/Water Quality Jennifer Johnson, Environ. Planner 6 $120.00 $720.00 Land Use and Planning Jennifer Johnson, Environ. Planner 12 $120.00 $1,440.00 Mineral Resources Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Noise Cadence Environmental See Below Population and Housing Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Public Services Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Transportation/Traffic Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Utilities Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Orgs./Pecs. Consulted Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 Finalize Administrative Draft IS Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Project Management Craig Fajnor, Principal 20 $160.00 $3,200.00 77 Task 4 Administrative Review/Distribution of Draft IS/MND Review/Revision Draft IS/MND Craig Fajnor, Principal 24 $160.00 $3,840.00 Jennifer Johnson, Environ. Planner 20 $120.00 $2,400.00 Distribution/Notice of Complefion Jennifer Johnson, Environ. Planner 8 $120.00 $960.00 Task 5 Responses to Comments & Final IS/MND Prepare Response to Comments* Craig Fajnor, Principal 10 $160.00 $1,600.00 Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Preparation of the Final IS/MND Craig Fajnor, Principal 4 $160.00 $640.00 Jennifer Johnson, Environ. Planner 10 $120.00 $1,200.00 Prepare NOD Jennifer Johnson, Environ. Planner 1 $120.00 $120.00 010. Boeing Building S50 Addition Project